<Page>
Exhibit 10.6
1998 IMS HEALTH INCORPORATED
NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED THROUGH DECEMBER 18, 2001
1. PURPOSE OF THE PLAN
The purpose of the Plan is to enhance the Company's ability to attract
and retain talented individuals to serve as members of the Board and to promote
a greater alignment of interests between non-employee directors and the
shareholders of the Company.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) Annual Deferral Amount: As such term is defined in Section 5(a) of
the Plan.
(c) Award: A Deferred Share Unit, Stock Option or Deferred Cash granted
pursuant to the Plan.
(d) Beneficial Owner: As such term is defined in Rule 13d-3 under the
Act (or any successor rule thereto).
(e) Board: The Board of Directors of the Company.
(f) Change in Control: The occurrence of any of the following events:
(i) any Person (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company, or any company owned, directly or indirectly, by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company),
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of the
combined voting power of the Company's then-outstanding
securities;
(ii) during any period of twenty-four months (not including any
period prior to the Effective Date), individuals who at the
beginning of such period constitute the Board, and any new
director (other than (A) a director nominated by a Person who
has entered into an agreement with the Company to effect a
transaction described in Sections 2(f)(i), (iii) or (iv) of
the Plan, (B) a director nominated by any Person (including
the Company) who publicly announces an intention to take or to
consider taking actions (including, but not limited to, an
actual or threatened proxy contest) which if consummated would
constitute a Change in Control or (C) a director nominated by
any Person who is the Beneficial Owner, directly or
indirectly, of securities of the Company representing 10% or
more of the combined voting power of the Company's securities)
whose election by the Board or nomination for election by the
Company's stockholders was approved in advance by a vote of at
least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or
whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a
majority thereof;
(iii) the stockholders of the Company approve any transaction or
series of transactions under which the Company is merged or
consolidated with any other company, other than a merger or
consolidation (A) which would result in the voting securities
of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving
entity) more than 66 2/3% of the combined voting power of the
voting securities of the Company or such
<Page>
surviving entity outstanding immediately after such merger or
consolidation and (B) after which no Person holds 20% or more
of the combined voting power of the then-outstanding
securities of the Company or such surviving entity; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
(g) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(h) Cognizant: Cognizant Corporation, a Delaware corporation.
(i) Committee: The Compensation and Benefits Committee of the Board.
(j) Company: IMS Health Incorporated, a Delaware corporation.
(k) Deferred Cash: A bookkeeping entry credited in accordance with an
election made by a Participant pursuant to Section 5 of the Plan.
(l) Deferred Share Unit: A bookkeeping entry, equivalent in value to
one Share, credited in accordance with an election made by a Participant
pursuant to Section 5 of the Plan.
(m) Determination Date: As such term is defined in Section 6 of the
Plan.
(n) Effective Date: The date on which the Plan takes effect, as defined
pursuant to Section 13 of the Plan.
(o) Election Date: The date on which a Participant files an election
with the Secretary of the Company pursuant to Section 5 of the Plan.
(p) Fair Market Value: On a given date, the arithmetic mean of the high
and low prices of the Shares as reported on such date on the Composite Tape of
the principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly
quoted), or, if there is no market on which the Shares are regularly quoted, the
Fair Market Value shall be the value established by the Committee in good faith.
If no sale of Shares shall have been reported on such Composite Tape or such
national securities exchange on such date or quoted on the National Association
of Securities Dealers Automated Quotation System on such date, then the
immediately preceding date on which sales of the Shares have been so reported or
quoted shall be used.
(q) First Trading Date: The first date on which the Shares are traded
regular way on the principal national securities exchange on which such Shares
are listed or admitted to trading.
(r) Participant: Any director of the Company who is not an employee of
the Company or any Subsidiary of the Company (i) as of any Election Date and
(ii) during any years of service covered by the election made on such Election
Date.
(s) Person: As such term is used for purposes of Section 13(d) or 14(d)
of the Act (or any successor section thereto).
(t) Plan: The 1998 IMS Health Incorporated Non-Employee Directors'
Deferred Compensation Plan, as amended and restated.
(u) Plan Interest Rate: The rate of interest per annum, as determined
from time to time by the
<Page>
Company's Chief Financial Officer, in effect and applicable to Deferred Cash for
a given year or other period specified by the Chief Financial Officer. The Chief
Financial Officer will base the Plan Interest Rate upon the prime interest
rate(s) then generally in effect, or upon such other prevailing interest rates
or other factors deemed relevant by the Chief Financial Officer in his or her
sole discretion, and will announce the Plan Interest Rate in advance of the
period in which it will be in effect.
(v) Shares: Shares of common stock, par value $0.01 per Share, of the
Company.
(w) Spinoff Date: The date on which the Shares that are owned by
Cognizant are distributed to the holders of record of shares of Cognizant.
(x) Stock Option: A non-qualified stock option granted in accordance
with an election made by a Participant pursuant to Section 5 of the Plan.
(y) Stock Option Value: The value assigned to a Stock Option to
purchase one share, for purposes of determining the number of Shares to be
subject to a Stock Option granted in lieu of payment of an Annual Deferral
Amount (or specified portion thereof) under Section 5(c). The Stock Option Value
shall be determined from time to time by the Committee, based on a reasonable
valuation methodology selected by the Committee, and shall remain in effect
until changed by the Committee. Initially and until changed by the Committee,
the Stock Option Value shall be deemed to be one-third of the Fair market Value
of one Share on the date the Stock Option is granted.
(z) Subsidiary: A subsidiary corporation, as defined in Section 424(f)
of the Code (or any successor section thereto).
3. ADMINISTRATION
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two "non-employee directors" within the meaning of Rule 16b-3
under the Act (or any successor rule thereto). The Committee is authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, and to make any other determinations that it deems
necessary or desirable for the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan in the manner and to the extent the Committee deems necessary or desirable.
Any decision of the Committee in the interpretation and administration of the
Plan, as described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned (including, but
not limited to, Participants and their beneficiaries or successors). The
foregoing notwithstanding, the Board may exercise any power or perform any
function of the Committee, in which case any applicable reference to "Committee"
herein shall be deemed to refer to the Board.
4. ELIGIBILITY
All Participants shall be eligible to participate under this Plan.
5. VOLUNTARY DEFERRAL OF CASH COMPENSATION
A Participant may voluntarily elect to defer his or her cash
compensation (including, but not limited to, annual retainer, board meeting
fees, committee meeting fees and committee chairman fees) in the following
manner:
(a) METHOD OF ELECTION. In order to make a voluntary election pursuant
to the Plan, the Participant must complete and deliver to the Secretary of the
Company a written election, not later than 30 days after the date on which he or
she commences service as a director of the Company or, in subsequent years, not
later than the anniversary of the normal commencement date for such director's
term (or such other deadline as may be specified by the Company, provided that
such deadline shall be established so as to ensure effective tax deferral by the
Participant), designating (i) the portion of his or her cash compensation for a
year of service as a director that is to be deferred (the "Annual Deferral
<Page>
Amount") and (ii) the portion of the Annual Deferral Amount that is to be
deferred into (A) Deferred Share Units and/or (B) Stock Options and/or (C)
Deferred Cash. Such an election shall only be effective with respect to (i) the
annual retainer and (ii) any other fees earned after the date of the election.
Such election shall remain effective for all future years of service unless the
Participant makes a new valid election in a subsequent year.
(b) DEFERRED SHARE UNITS. If a Participant elects to defer his or her
Annual Deferral Amount into Deferred Share Units, such Participant will have
Deferred Share Units credited (as of each date on which his or her cash
compensation would otherwise have been paid) to a Deferred Share Unit account
maintained for him or her on the books of the Company. The number of Deferred
Share Units (including fractional Deferred Share Units) to be credited shall be
determined by dividing (i) the amount of cash compensation to be deferred into
Deferred Share Units by (ii) the Fair Market Value of one Share on the date
credited. Deferred Share Units shall be credited with dividend equivalents when
dividends are paid on Shares, and such dividend equivalents shall be converted
into additional Deferred Share Units based on the Fair Market Value of Shares on
the date credited. Notwithstanding anything to the contrary in this Section
5(b), the Fair Market Value of one Share on any date prior to the First Trading
Date shall be the Fair Market Value of one Share on the First Trading Date.
(c) STOCK OPTIONS. If a Participant elects to defer his or her Annual
Deferral Amount into Stock Options, such Participant will receive a grant of a
Stock Option as of each date on which his or her cash compensation would
otherwise have been paid. The number of Shares purchasable under the Option
(rounded to the nearest whole Share) will be determined by dividing (i) the
amount of cash compensation to be deferred into Stock Options by (ii) the Stock
Option Value then in effect. The Stock Option (i) will have an exercise price
per Share equal to 100% of the Fair Market Value of a Share at the date of
grant, (ii) will have a stated expiration date of seven years after the date of
grant, (iii) will be non-forfeitable, and (iv) will become exercisable on the
first anniversary of the date of grant. The foregoing notwithstanding, the Stock
Option will become exercisable immediately prior to a Change in Control or in
the event of the termination of the Participant's service as a director due to
death or disability.
(d) DEFERRED CASH. If a Participant makes a voluntary election to defer
his or her Annual Deferral Amount into Deferred Cash, such Participant will have
Deferred Cash credited, as of each date on which his or her cash compensation
would otherwise have been paid, to a Deferred Cash account maintained for him or
her on the books of the Company. The amount of Deferred Cash to be credited
shall equal the amount of cash compensation to be deferred into Deferred Cash. A
Participant's account shall be credited with additional Deferred Cash equal to
the amount of notional interest earned on the account, assuming that such
interest is earned at the Plan Interest Rate and compounded on an annual basis.
6. TERMINATION OF BOARD SERVICE
No later than the first business day of the calendar year immediately
following the date on which a Participant terminates service with the Company
(the "Determination Date"), the Participant shall receive (a) a lump sum payment
in Shares equal in number to the Deferred Share Units credited to the
Participant's Deferred Share Unit account (provided, however, that any
fractional Shares shall be paid in cash based on the Fair Market Value of a
Share as of the Determination Date) and (b) a lump sum payment in cash equal to
the Deferred Cash credited to the Participant's Deferred Cash account.
7. NONTRANSFERABILITY OF AWARDS AND RIGHTS UNDER THE PLAN
Awards and related rights under the Plan shall not be transferable or
assignable by the Participant otherwise than by will or by the laws of descent
and distribution. During the lifetime of a Participant, Awards shall be payable
only to or exercisable only by such Participant. Deferred Share Units and
Deferred Cash payable after the death of a Participant may be paid to the
legatees, personal representatives or distributees of the Participant, and a
Stock Option may be transferred to and thereafter exercised by the legatees,
personal representatives or distributees of the Participant after the
Participant's death. The foregoing notwithstanding, the Committee may permit a
transfer of Stock Options in connection with the Participant's estate planning,
subject to such terms and conditions as the Committee may specify.
<Page>
8. UNFUNDED PLAN
Unless otherwise determined by the Committee, the Plan shall be
unfunded. To the extent any individual holds any rights by virtue of an Award
granted under the Plan, such rights (unless otherwise determined by the
Committee) shall be no greater than the rights of an unsecured general creditor
of the Company.
9. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to Awards.
(a) GENERALLY. In the event of any change in the outstanding Shares
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to any Deferred Share
Units or Stock Options granted under the Plan.
(b) CHANGE IN CONTROL. In the event of a Change in Control, the
Committee in its sole discretion and without liability to any person may take
such actions, if any, as it deems necessary or desirable with respect to any
Awards (including, without limitation, (i) the acceleration of Awards (not
otherwise vested or exercisable upon the Change in Control), (ii) the payment of
a cash amount in exchange for the cancellation of Awards and/or (iii) the
requiring of the issuance of substitute Awards that will substantially preserve
the value, rights and benefits of any affected Awards previously granted
hereunder) as of the date of the consummation of the Change in Control.
10. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
11. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of any
Participant under any Awards theretofore granted without such Participant's
consent.
12. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed in the
State of New York.
13. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Spinoff Date.