This Shareholder Rights Plan Policy of IMS Health Incorporated (the “Company”) has been adopted by the Board of Directors (the “Board”) of the Company effective as of February 16, 2006.  
 
The Company’s Board will only adopt a shareholder rights plan if either:

(1) the Company’s shareholders have approved the adoption of the shareholders rights plan in advance; or

(2) a majority of the independent directors on the Company’s Board, in the exercise of their fiduciary responsibilities, determines that it is in the best interests of the shareholders under the circumstances to adopt a shareholders rights plan without the delay in adoption that would result from seeking advance shareholder approval.  The Board is required to submit any shareholder rights plan adopted under this clause (2) to a shareholder ratification vote within 12 months after it is adopted.  If the shareholder rights plan is not then approved by a majority of the votes cast on the matter, the shareholder rights plan will immediately terminate.

The Nominating and Governance Committee shall review this Policy at least on an annual basis and report to the Board with any recommendations it may have in connection therewith.

For purposes of this Policy, the term “shareholder rights plan” refers generally to a plan providing for the distribution of preferred stock, rights, warrants, options or debt instruments to the shareholders of the Company designed to deter non-negotiated takeovers by conferring certain rights on shareholders upon the occurrence of a “triggering event,” such as an unsolicited tender offer or third party acquisition of a specified percentage of stock.