Exhibit 10.7

                             FIRST AMENDMENT TO THE

                             IMS HEALTH INCORPORATED

                             RETIREMENT EXCESS PLAN


                        EFFECTIVE AS OF SEPTEMBER 1, 1999


      1. Section VII(a) of the IMS Health Incorporated Retirement Excess Plan
(the "Plan") is hereby amended to read in its entirety as follows:

            "(a) The Company shall be the plan administrator (the "Plan
            Administrator") under the Plan and as such shall be responsible for
            the administration of the Plan , 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 of Directors
            of the Company or the duly authorized delegees of such duly
            authorized committee or person(s). The Plan Administrator shall have
            the authority to determine all questions arising in connection with
            the Plan, to interpret the provisions of the Plan and construe all
            of its terms, to adopt, amend, and rescind rules and regulations for
            the administration of the Plan, and generally to conduct and
            administer the Plan and to make all determinations in connection
            with the Plan as may be necessary or advisable. All such actions of
            the Plan Administrator shall be conclusive and binding upon all
            participants and beneficiaries."

      2. Section VII(b) of the Plan is hereby amended by deleting the first
sentence thereof, and replacing it with the following:

            "(b) The Board of Directors of the Company may, in its sole
            discretion, terminate, suspend or amend this Plan at any time or
            from time to time, in whole or in part; PROVIDED, HOWEVER, that in
            the event of termination, the rights of participants to their
            accrued benefits hereunder shall be come nonforfeitable.
            Notwithstanding the foregoing, the Employee Benefits Committee of
            the Company may amend the Plan without the approval of the Board of
            Directors





            of the Company with respect to amendments that such Committee
            determines do not have a significant effect on the cost of the
            Plan."

      3. Section IV(a) of the Plan is hereby amended by deleting therefrom the
reference to the term "Committee" and replacing therefor the term "Plan
Administrator".


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