**Exhibit 10.7**

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IMS HEALTH INCORPORATED

SAVINGS EQUALIZATION PLAN

As Amended and Restated Effective January 1, 2005

 

I.              Purpose of the Plan

 

Thepurpose of the IMS Health Incorporated Savings Equalization Plan (the “Plan”)is to provide a means of equalizing the benefits of those employeesparticipating in the IMS Health Incorporated Savings Plan (the “401(k) Plan”)whose matching contributions under the 401(k) Plan are or will be limitedby the application of Sections 401(a)(17) or 415 of the Internal Revenue Codeof 1986, as amended (the “Code”), or by reason of the exclusion from thedefinition of compensation under the 401(k) Plan of amounts deferred underany nonqualified deferred compensation plan maintained by IMS HealthIncorporated (the “Corporation”).  ThePlan is intended to be an “excess benefit plan” as that term is defined insection 3(36) of the Employee Retirement Income Security Act of 1974, asamended (“ERISA”) with respect to those participants whose benefits under the401(k) Plan have been limited by Section 415 of the Code, and a planwhich is unfunded and is maintained by an employer primarily for the purpose ofproviding deferred compensation for a select group of management or highlycompensated employees for purposes of ERISA.

 

II.            Participation in the Plan

 

Allmembers of the 401(k) Plan shall be eligible to participate in this Planwhenever their benefits under the 401(k) Plan as from time to time ineffect would exceed the limitations on benefits and contributions imposed bySections 401(a)(17) or 415 of the Code or would be limited by reason of theexclusion from the definition of compensation under the 401(k) Plan ofamounts deferred under any nonqualified deferred compensation plan maintainedby the Corporation.  For purposes of thisPlan, benefits of a participant in this Plan shall be determined as though noprovisions were contained in the 401(k) Plan incorporating limitationsimposed by Sections 401(a)(17) or 415 of the Code or excluding from thedefinition of compensation under the 401(k) Plan amounts deferred underany nonqualified deferred compensation plan maintained by the Corporation.

 

III.           Equalized Benefits

 

If member participating contributions or Corporationcontributions to the 401(k) Plan for any calendar year are limited byreason of the application of Sections 401(a)(17) or 415 of the Code or theexclusion from the definition of compensation under the 401(k) Plan ofamounts deferred under any nonqualified deferred compensation plan maintainedby the Corporation, the Corporation shall pay the participant in this Plan, onor after January 1st and on or before March 15th of thefollowing year, an amount equal to:

 

(1)           the Corporation matching contributionsthat otherwise would have been credited to such participant’s account under the401(k) Plan if the limitations imposed by Sections 401(a)(17) and 415 ofthe Code 

 

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and the exclusion fromthe definition of compensation under the 401(k) Plan of amounts deferredunder any nonqualified deferred compensation plan maintained by the Corporationdid not apply, plus

 

(2)                                 an interest factor equal to one-half ofthe annual return which would have been received by the participant had suchpayment been invested eighty percent (80%) in the fixed income fund and twentypercent (20%) in the equity index fund available as investment funds under the401(k) Plan during the year prior to the year of payment, less

 

(3)                              any applicable withholding taxes.

 

IV.           Death

 

Uponthe death of a participant in this Plan, the benefits otherwise payable to suchparticipant pursuant to Article III shall be paid at the time provided in Article IIIto such participant’s designated beneficiary and in the absence of any suchdesignation, to such participant’s estate.

 

V.            Administration of the Plan

 

TheCorporation shall administer the Plan, except that any action authorized to betaken by the Corporation hereunder may also be taken by any committee or person(s) dulyauthorized by the Board of Directors of the Corporation or the duly authorizeddelegees of such duly authorized committee or person(s).  The Corporation shall have full authority todetermine all questions arising in connection with the Plan, includinginterpreting its provisions and construing all of its terms; may adoptprocedural rules; and may employ and rely on such legal counsel, suchactuaries, such accountants and such agents as it may deem advisable to assistin the administration of the Plan.  Allof its rules, interpretations and decisions shall be applied in a uniformmanner to all participants similarly situated and decisions of the Corporationshall be conclusive and binding on all persons.

 

VI.           Claims

 

Presentationof Claims.  Claims forbenefits shall be filed in writing with the Plan Administrator.  Written or electronic notice of the dispositionof a claim shall be furnished to the claimant within 90 days after the claim isfiled (or within 180 days if special circumstances require an extension of timefor processing the claim and if notice of such extension and circumstances isprovided to the claimant within the initial 90-day period.)

 

Claims Denial Notification.  If a claim is wholly or partially denied, thePlan Administrator shall furnish to the claimant a written notice setting forthin a manner calculated to be understood by the claimant:

 

·      the specific reason(s) for denial;

 

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·      specific reference(s) to pertinent Planprovisions on which any denial is based;

 

·      a description of any additional material orinformation necessary for the claimant to perfect the claim, and an explanationof why such material or information is necessary;

 

·      an explanation of the Plan’s claims reviewprocedures and the applicable time limits for such procedures; and

 

·      a statement that the claimant has a right to bring acivil action under Section 502(a) of ERISA following an adversedetermination on review.

 

ClaimsReview Procedure.  Upon adenial, the claimant is entitled (either in person or by his duly authorizedrepresentative) to:

 

·  request a subsequent review of the claim by the PlanAdministrator upon written application for review made to the PlanAdministrator. Any such request for review of the claim must be made within 60days after receipt by the claimant of such notice.  A claimant must submit a written applicationfor review before the claimant is permitted to bring a civil action forbenefits;

 

·  review pertinent documents relating to the denial;and

 

·  submit written comments, documents, records andother information relating to the claim.

 

Timing.  The Plan Administrator shall make itsdecision and notify the claimant with respect to a claim not later than 60 daysafter receipt of the request.  Such60-day period may be extended for another period of 60 days if the PlanAdministrator finds that special circumstances require an extension of time forprocessing and notice of the extension and special circumstances is provided tothe claimant within the initial 60-day period.

 

FinalDecision.  The claimfor review shall be given a full and fair review that takes into account allcomments, documents, records and other information submitted that relates tothe claim, without regard to whether such information was submitted orconsidered in the initial benefit determination.  The Plan Administrator shall provide theclaimant with written or electronic notice of the decision in a mannercalculated to be understood by the claimant. The notice shall include specific reasons for the decision, specificreferences to the pertinent Plan provisions on which the decision is based, astatement that the claimant has a right to bring a civil action under Section 502(a) ofERISA, and a statement that the claimant is entitled to receive, upon requestand free of charge, reasonable access to and copies of all documents, recordsand other information relevant to the claim. A document is relevant to the claim if it was relied upon in making thedetermination, was submitted, considered or generated in the course of makingthe determination or demonstrates that benefit determinations are made inaccordance with the Plan and that Plan provisions have been applied consistentlywith respect to similarly situated claimants.

 

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DelayedPayments.  If the PlanAdministrator shall approve the payment of a claim for benefits filed inaccordance with the claims procedures set forth hereinabove, any paymentdelayed pending the resolution of such claim will be adjusted to reflect thedeferred payment date by multiplying the payment by the product of thesix-month CMT Treasury Bill annualized yield rate as published by the U.S.Treasury for the date on which such payment would have been made but for thedelay multiplied by a fraction, the numerator of which is the number of days bywhich such payment was delayed and the denominator of which is 365.

 

Arbitration. Any dispute or controversy arising under or in connection with the Planshall be settled exclusively by arbitration in Fairfield, Connecticut inaccordance with the rules of the American Arbitration Association ineffect at the time of such arbitration. The Corporation shall promptly pay or reimburse on a fullygrossed-up and after-tax basis (so that the recipient of such reimbursement isheld economically harmless) all reasonable costs and expenses (including feesand disbursements of counsel and pension experts) incurred by a participant orbeneficiary to assert rights under this Plan, for so long as such rights mayexist, or in any proceeding in connection therewith brought by a participant orbeneficiary, whether or not such participant or beneficiary is ultimatelysuccessful in enforcing such rights or in such proceeding; provided, however,that no reimbursement shall be owed with respect to expenses relating to anyunsuccessful assertion of rights or proceeding if and to the extent that suchassertion or proceeding was initiated or maintained in bad faith or wasfrivolous as determined by the arbitrators or a court having jurisdiction overthe matter.  The amount of expenseeligible for reimbursement in any one taxable year of the participant orbeneficiary shall not affect the amount of expense eligible for reimbursementin any other taxable year of the participant or beneficiary.  The reimbursement of expenses shall be madeeach calendar quarter and not later than the last day of the taxable year ofthe participant or beneficiary in which the expense was incurred.  The right to reimbursement of any expensehereunder shall not be subject to liquidation or exchange for another benefit.

 

VII.         Miscellaneous

 

ThisPlan may be terminated at any time by the Board of Directors of the Corporation,in which event the rights of participants to their accrued benefits shallbecome nonforfeitable.  This Plan mayalso be amended at any time by the Board of Directors of the Corporation andthe Employee Benefits Committee of the Corporation may amend the Plan withoutthe approval of the Board of Directors of the Corporation with respect toamendments that such Committee determines do not have a significant effect onthe cost of the Plan; provided, however, that no such amendment of the Plan may(1) adversely affect aparticipant’s benefit under the Plan to which he or she has become entitled inaccordance with the Plan as in effect on the date immediately preceding thedate of such amendment, or (2) adversely affect a participant’s right orthe right of a participant’s beneficiary to receive a benefit in accordancewith the Plan as in effect on the date immediately preceding the date of suchamendment, or (3) cause any payment that a participant orbeneficiary is entitled to receive under this Plan to become subject to anincome tax penalty or interest payable under Section 409A of the Code.

 

Benefitspayable under this Plan shall not be funded and shall be made out of thegeneral funds of the Corporation; provided, however, that the Corporationreserves the right to establish 

 

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atrust fund as an alternate source of benefits payable under the Plan and to theextent payments are made from such trust, such payments will satisfy theCorporation’s obligations under this Plan.

 

Noright to payment or any other interest under this Plan may be alienated, sold,transferred, pledged, assigned, or made subject to attachment, execution, orlevy of any kind.

 

Nothingin this Plan shall be construed as giving any employee the right to be retainedin the employ of the Corporation.  TheCorporation expressly reserves the right to dismiss any employee at any timewithout regard to the effect which such dismissal might have upon him under thePlan.

 

TheCorporation may withhold from any benefits under the Plan an amount sufficientto satisfy its tax withholding obligations.

 

ThisPlan shall be construed, administered and enforced according to the laws of theState of Connecticut applicableto contracts made and to be performed in such state to the extent not preemptedby federal law. Anything in this Plan to the contrary notwithstanding, theterms of this Plan shall be interpreted and applied in a manner consistent withthe requirements of Section 409A of the Code and the Treasury Regulationsthereunder including the exception for short-term deferrals under Section 1.409A-1(b)(4) ofthe Treasury Regulations so as not to subject any participant or beneficiary tothe payment of any tax penalty or interest which may be imposed by Section 409Aof the Code and the Corporation shall have no right to accelerate, defer ormake any payment under this Plan except to the extent such action would notsubject any participant or beneficiary to the payment of any tax penalty orinterest under Section 409A of the Code. If a participant or beneficiary becomes subject to any tax penalty orinterest under Section 409A of the Code by reason of his or herparticipation in this Plan, the Corporation shall reimburse such participant orbeneficiary, as the case may be, on a fully grossed-up and after-tax basis forany such tax penalty or interest (so that the recipient of such reimbursementis held economically harmless) ten business days prior to the date such taxpenalty or interest is due and payable by such participant or beneficiary tothe government.

 

The Corporation shall require any successor(whether direct or indirect, by purchase, merger, consolidation or otherwise)to all or substantially all of the business and/or assets of the Corporation toexpressly assume and agree to perform the obligations of the Corporation underthis Plan in the same manner and to the same extent that the Corporation wouldhave been required to perform such obligations if no such succession had takenplace and such assumption shall be an express condition to the consummation ofany such purchase, merger, consolidation or other transaction.

 
| Date:  |   |                                      | IMS Health Incorporated |
|--------|--------|-------------------------------------------|-------------------------|
|   |   |                                      |
|   |   | By:                                       |                    |
|   |   |                                      |
|   |   | Senior Vice President,  Human Resources,  |
|   |   | on behalf of the IMS  Health Incorporated |
|   |   | Employee Benefits  Committee              |

 

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