Compensation and Benefits Committee

Purpose
The primary purpose of the Compensation and Benefits Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of IMS Health Incorporated (the “Company”) in the discharge of its responsibilities to the shareholders, potential shareholders, other constituents and the investment community by overseeing: (i) the executive compensation practices of the Company; (ii) administration of the Company’s compensation and benefits programs for employees and non-employee members of the Board including but not limited to awards of equity interests; and (iii) the production of an annual report on executive compensation for inclusion in the Company’s proxy statement. 

Composition
At the recommendation of the Nominating and Governance Committee, the Board shall appoint (and remove) all members and the Chairman of the Committee. All members of the Committee shall be members of the Board, each of whom has been determined by the Board to: (i) meet the independence requirements of the New York Stock Exchange (“NYSE”) as implemented by the Board; (ii) qualify as “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the “1934 Act”) and the rules promulgated thereunder by the Securities and Exchange Commission (“SEC”), as amended from time to time; and (iii) meet the “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended from time to time. Members should have sufficient knowledge and familiarity in the area of compensation practices and policies to discharge the duties and responsibilities of the Committee. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings. No action of the Committee shall be invalid or void solely because of a failure of any member to meet the requirements of this paragraph.

Duties and Responsibilities
The Committee shall have and may exercise the powers of the Board in matters relating to the following duties and responsibilities, to the fullest extent permitted by law:

Meetings and Reports to the Board
The Committee shall schedule at least four regular meetings per year, at which a Secretary, designated by the Committee members, shall keep minutes. The Committee shall meet in executive session at least on an annual basis. The Chairman of the Committee shall report on the Committee’s activities and actions to the Board at each Board meeting immediately following each Committee meeting.

Outside Consultants
The Committee shall have the sole authority and discretion to retain outside compensation consultants, legal counsel or other independent third-party experts to advise the Committee in discharging its duties and responsibilities.