Ims Health Incorporated Savings Plan

Exhibit 10.1


FIRST AMENDMENT TO THE
IMS HEALTH INCORPORATED SAVINGS PLAN


EFFECTIVE AS OF JULY 19, 1999


1. Article I of the IMS Health Incorporated Savings Plan (the "Plan") is hereby amended by deleting therefrom Section 1.11.


2. Article I of the Plan is hereby further amended by adding the following new Section 1.60 to the end thereof, to read in its entirety as follows:


"1.60 `PLAN ADMINISTRATOR' shall mean the Company, except that
any action authorized to be taken by the Plan Administrator
hereunder may also be taken by any committee or person(s) duly
authorized by the Board or the duly authorized delegees of such
duly authorized committee or person(s)."


3. The Plan is hereby further amended by deleting therefrom all references to the term "Committee" and replacing therefor the term "Plan Administrator."


4. Sections 12.1 and 12.2 of the Plan are hereby amended to read in their entirety as follows:


"12.1 VOTING OF SHARES. Each Member shall have the right and
shall be afforded the opportunity to direct the manner in which


whole shares of the common stock held in any Fund designated to
invest in securities of the Employer or Predecessor Employer (or
securities of any unrelated company that may be distributed with
respect to the securities of the Employer or Predecessor Employer
by reason of a spin-off or otherwise), and attributable to his or
her Account as of the Valuation Date coincident with or preceding
the record date shall be voted at all stockholders' meetings. The
Funding Agent shall confidentially receive and tally the
instructions from Members. The Funding Agent shall not disclose
such instructions to the Employer or the Plan Administrator or
any officer, director or Affiliate. Any stock for which a signed
voting direction instrument is not received from the Member, or
is not subject to being received, shall be voted by the Funding
Agent in the same proportion as the stock for which signed
voting-direction instruments are received as to the matter to be
voted upon.


12.2 TENDER OFFERS. A Member may direct the Funding Agent in
writing how to respond to a tender or exchange of ...