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                                                                 EXHIBIT 10.32
                  THE DUN & BRADSTREET CAREER TRANSITION PLAN
                     (AS IN EFFECT AS OF JUNE 17, 1998 WITH
                        CERTAIN EARLIER EFFECTIVE DATES)

         The Dun & Bradstreet Corporation (the "Company") wishes to define
those circumstances under which it will provide assistance to an Eligible
Employee in the event of his or her Eligible Termination (as such terms are
defined herein). Accordingly, the Company hereby establishes The Dun &
Bradstreet Career Transition Plan (the "Plan").

         SECTION 1   -   DEFINITIONS

         1.1 "Cause" shall mean (a) willful malfeasance or willful misconduct
by the Eligible Employee in connection with his or her employment, (b)
continuing failure to perform such duties as are requested by any employee to
whom the Eligible Employee reports or the Participating Company's board of
directors, (c) failure by the Eligible Employee to observe material policies of
the Participating Company applicable to the Eligible Employee or (d) the
commission by an Eligible Employee of (i) any felony or (ii) any misdemeanor
involving moral turpitude.

         1.2 "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.

         1.3 "Eligible Employee" shall mean a full-time salaried employee or
regular part-time salaried employee of any Participating Company who is:

         (a) on the United States payroll of a Participating Company and
earning a Salary of less than $100,000 at the time of an Eligible Termination,
in which case Schedule A hereto shall apply; or

         (b) on the United States payroll of a Participating Company and
earning a Salary equal to or greater than $100,000 at the time of an Eligible
Termination, in which case Schedule B hereto shall apply.

         1.4 "Eligible Termination" shall mean (a) an involuntary termination
of employment with a Participating Company by reason of a reduction in force
program, job elimination or unsatisfactory performance in the execution of an
Eligible Employee's duties or (b) a resignation mutually agreed to in writing
by the Participating Company and the Eligible Employee. Notwithstanding the
foregoing, an Eligible Termination shall not include (w) a unilateral
resignation, (x) a termination by a Participating Company for Cause, (y) a
termination as a result of a sale (whether in whole or in part, of stock or
assets), merger or other combination, spinoff, reorganization or liquidation,
dissolution or other winding up or other similar transaction involving a
Participating Company; or (z) any termination where an offer of employment is
made to the Eligible Employee of a comparable position at a Participating
Company concurrently with his or her Eligible Termination.


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         1.5 "Participating Company" shall mean the Company or any other
affiliated entity more than 50% of the voting interests of which are owned,
directly or indirectly, by the Company and which has elected to participate in
the Plan by action of its board of directors.

         1.6 "Salary" shall mean an Eligible Employee's annual base salary at
the time his or her employment terminates.

         1.7 "Severance and Release Agreement" shall mean an agreement signed
by the Eligible Employee substantially in the form attached hereto as Exhibit
1. Notwithstanding the foregoing, a Participating Company may, by action of its
chief human resources officer or chief legal counsel, modify the form of
Severance and Release Agreement to be signed by any Eligible Employee in a
manner approved by the Committee (or its delegee).

         1.8 "Years of Service" shall mean one-twelfth (1/12th) of an Eligible
Employee's total number of full months of regular employment (whether full-time
or part-time) with a Participating Company (beginning with his or her initial
date of hire); provided that such number of Years of Service shall be rounded
up to the next whole number.

         SECTION 2   -   SEVERANCE BENEFITS

         2.1 Subject to the provisions of this Section 2, in the event of an
Eligible Termination, an Eligible Employee shall be entitled to receive from
the Participating Company the benefits set forth on Schedule A or B hereto, as
applicable.

         2.2 The grant of severance benefits pursuant to Section 2.1 hereof is
conditioned upon an Eligible Employee's signing a Severance and Release
Agreement and the expiration of any revocation period set forth therein.

         2.3 Notwithstanding any other provision contained herein, the Chief
Executive Officer of the Company may, at any time, take such action as such
officer, in such officer's sole discretion, deems appropriate to reduce or
increase by any amount the benefits otherwise payable to an Eligible Employee
pursuant to the applicable Schedule or otherwise modify the terms and
conditions applicable to an Eligible Employee under this Plan. Benefits granted
hereunder may not exceed an amount nor be paid over a period which would cause
the Plan to be other than a "welfare benefit plan" under section 3 (1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

         2.4 In the event a Participating Company, in its sole discretion,
grants an Eligible Employee a period of inactive employee status, then, in such
event, any amounts paid to such Eligible Employee during any such period shall
offset the benefits payable under this Plan. For this purpose, a period of
inactive employee status shall mean the period beginning on the date such
status commences (of which the Eligible Employee shall be notified) and ending
on the date of such Eligible Employee's termination of employment.

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         SECTION 3   -   AMENDMENT AND TERMINATION

         3.1 The Company reserves the right to terminate the Plan on behalf of
any or all Participating Companies at any time and without any further
obligation by action of its board of directors or such other person or persons
to whom the board properly delegates such authority. Any other Participating
Company may cease participation in the Plan by action of its board of directors
or such other person or persons to whom such board properly delegates such
authority.

         3.2 The Company shall have the right to modify or amend the terms of
the Plan at any time, or from time to time, to any extent that it may deem
advisable by action of its board of directors, the Committee or such other
person or persons to whom the board or the Committee properly delegates such
authority.

         3.3 All modifications of or amendments to the Plan shall be in
writing.

         SECTION 4   -   ADMINISTRATION OF THE PLAN

         4.1 The Board of Directors and the Compensation and Benefits Committee
shall be the named fiduciaries (the "Named Fiduciaries") who severally and not
jointly shall have authority to control and manage the operation and
administration of the Plan and to manage and control its assets. The
Compensation and Benefits Committee shall consist of not less than three (3)
nor more than seven (7) members, as may be appointed by the Board of Directors
from time to time. Any member of the Compensation and Benefits Committee may
resign at will by notice to the Board of Directors or be removed at any time
(with or without cause) by the Board of Directors.

         4.2 The Named Fiduciaries may from time to time allocate fiduciary
responsibilities among themselves and may designate persons other than Named
Fiduciaries to carry out fiduciary responsibilities under the Plan, and such
persons shall be deemed to be fiduciaries under the Plan with respect to such
delegated responsibilities. Fiduciaries may employ one or more persons to
render advice with regard to any responsibility such fiduciary has under the
Plan.

         4.3 The Named Fiduciaries (and their delegees) shall have the
exclusive right to interpret any and all of the provisions of the Plan and to
determine any questions arising thereunder or in connection with the
administration of the Plan. Any decision or action by the Named Fiduciaries
(and their delegees) shall be conclusive and binding upon all Employees,
Members and Beneficiaries. In all instances the Named Fiduciaries (and their
delegees) shall have complete discretionary authority to determine eligibility
for participation and benefits under the Plan, and to construe and interpret
all provisions of the Plan and all documents relating thereto including,
without limitation, all disputed and uncertain terms. All deference permitted
by law shall be given to such constructions, interpretations and
determinations.


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         4.4 Any action to be taken by the Named Fiduciaries shall be taken by
a majority of its members either at a meeting or by written instrument approved
by such majority in the absence of a meeting. A written resolution or
memorandum signed by one Committee member and the secretary of the Compensation
and Benefits Committee shall be sufficient evidence to any person of any action
taken pursuant to the Plan.

         4.5 Any person, corporation or other entity may serve in more than
one fiduciary capacity under the Plan.

         4.6 The Company shall indemnify any individual who is a director,
officer or employee of a Participating Company, or his or her heirs and legal
representatives, against all liability and reasonable expense, including
counsel fees, amounts paid in settlement and amounts of judgments, fines or
penalties, incurred or imposed upon him or her in connection with any claim,
action, suit or proceeding, whether civil, criminal, administrative or
investigative, in connection with his or her duties with respect to the Plan,
provided that any act or omission giving rise to such claim, action, suit or
proceeding does not constitute willful misconduct or is not performed or
omitted in bad faith.

         SECTION 5   -   MISCELLANEOUS

         5.1 Neither the establishment of the Plan nor any action of a
Participating Company, the Committee, or any fiduciary shall be held or
construed to confer upon any person any legal right to continue employment with
a Participating Company. Each Participating Company expressly reserves the
right to discharge any employee whenever the interest of such Participating
Company, in its sole judgment, may so require, without any liability on the
part of such Participating Company, the Committee, or any fiduciary.

         5.2 Benefits payable under the Plan shall be paid out of the general
assets of a Participating Company. No Participating Company need fund the
benefits payable under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding any Participating Company from funding or setting
aside amounts in anticipation of paying such benefits. Any benefits payable to
an Eligible Employee under this Plan shall represent an unsecured claim by such
Eligible Employee against the general assets of the Participating Company that
employed such Eligible Employee.

         5.3 A Participating Company shall deduct from the amount of any
severance benefits payable hereunder the amount required by law to be withheld
for the payment of any taxes and any other amounts properly to be withheld.

         5.4 Benefits payable under the Plan shall not be subject to
assignment, alienation, transfer, pledge, encumbrance, commutation or
anticipation by the Eligible Employee. Any attempt to assign, alienate,
transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.

         5.5 The Committee shall, in its sole discretion, convert all
references to dollar amounts in the Plan to foreign currency of the country in
which a Participating Company is located or the Eligible Employee is employed.



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         5.6 This Plan shall be interpreted and applied in accordance with the
laws of the State of New York, except to the extent superseded by applicable
federal law.

         5.7 This Plan will be of no force or effect to the extent superseded
by foreign law.

         5.8 This Plan supersedes any and all prior severance arrangements,
policies, plans or practices of the Company and of any Participating Company
(whether written or unwritten). Notwithstanding the preceding sentence, the
Plan does not affect the severance provisions of any written individual
employment contracts or written agreements between an Eligible Employee and a
Participating Company. Benefits payable under the Plan shall be offset by any
other severance or termination payment made by a Participating Company
including, but not limited to, amounts paid pursuant to any agreement or law.


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                                   SCHEDULE A

         This Schedule A is applicable to Eligible Employees covered by Section
1.4 (a) of the Plan. An Eligible Employee entitled to benefits hereunder shall,
subject to Section 2 of the Plan, receive the following:

         1.       Salary Continuation

         If the Eligible Employee incurs an Eligible Termination for any reason
other than unsatisfactory performance, he or she shall receive the higher of
(i) four weeks of Salary continuation or (ii) 1.5 weeks of Salary continuation
for each Year of Service. If the Eligible Employee incurs an Eligible
Termination by reason of unsatisfactory performance, he or she shall receive
the higher of (i) two weeks of Salary continuation or (ii) one week of Salary
continuation for each Year of Service. In any event, such amounts shall be
payable at the times the Eligible Employee's Salary would have been paid if
employment had not terminated, over a period equal to the number of weeks of
Salary continuation (the "Salary Continuation Period"). The maximum amount of
Salary continuation hereunder shall be 52 weeks. All Salary continuation
payments shall cease upon reemployment by a Participating Company.

         2.       Welfare Benefit Continuation

         Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no
event greater than the levels in effect for active employees generally during
the Salary Continuation Period, provided that the Eligible Employee shall pay
the employee portion of any required premium payments at the level in effect
for employees generally of the Participating Company for such benefits. For
purposes of determining an Eligible Employee's entitlement to continuation
coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee's
18-month or other period of coverage shall commence on his or her termination
of employment.

         3.       Annual Bonus Payment

         Subject to the provisions of this paragraph 3, a cash bonus for the
calendar year of termination may be paid in the event the Eligible Employee was
employed by a Participating Company for at least six full months during such
year and the Eligible Employee participated in an annual bonus plan (the
"Annual Incentive Plan") immediately prior to termination of employment. In
such event, the Eligible Employee shall receive a bonus in an amount equal to
the actual bonus which would have been payable under the Annual Incentive Plan
had such employee remained employed through the end of the year of such
termination multiplied by a fraction the numerator of which is the number of
full months of employment during the calendar year of termination and the
denominator of which is 12. Such bonus shall be payable at the time otherwise
payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.

         4.       Long-Term Awards





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         Cash payments shall be made to an Eligible Employee as set forth in
this paragraph in respect of "Performance-Based Awards" (as such term is
defined in the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan (the
"Stock Incentive Plan")) otherwise payable under the Stock Incentive Plan had
the Eligible Employee remained employed through the end of the applicable
performance period in the event the Eligible Employee was employed by a
Participating Company for at least half the applicable performance period. In
such event, cash payments shall be made to an Eligible Employee in amounts
equal to the value of the Performance Based Awards, as earned, otherwise
payable under the Stock Incentive Plan had the employee remained employed
through the end of the applicable performance period multiplied by a fraction
the numerator of which is the number of full months of employment with a
Participating Company from the beginning of the performance period to
termination of employment, and the denominator of which is the number of full
months in the performance period. Such payments shall be made at the times the
Performance Based Awards in respect of which such payments are made would
otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination
by reason of unsatisfactory performance. Nothing contained herein shall reduce
any amounts otherwise required to be paid under the Stock Incentive Plan except
to the extent such amounts are paid hereunder.

         5.       Death

         Upon the death of an Eligible Employee during the Salary Continuation
Period, the benefits described in paragraphs 1, 3 and 4 of this Schedule shall
continue to be paid to his or her estate, as applicable, at the time or times
otherwise provided for herein.

         6.       Cash Equivalency Payment

         The Eligible Employee shall receive, as soon as practicable following
the date of termination, an amount in cash equal to the fair market value on
such date of termination of the number of shares of restricted Company common
stock then held by such employee. For purposes of this paragraph 6, the fair
market value of the Company common stock shall equal the closing price of such
stock on the New York Stock Exchange composite tape on the date of termination,
or if such date is not a trading day, on the trading day immediately prior
thereto. Notwithstanding the foregoing, no amounts shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination
by reason of unsatisfactory performance.



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         7.       Other Benefits

         The Eligible Employee shall be entitled to such group outplacement
services during the Salary Continuation Period as shall be provided by the
Participating Company.

         8.       No Further Grants, Etc.

         Following an Eligible Employee's termination of employment, no further
grants, awards, contributions, accruals or continued participation (except as
otherwise provided for herein) shall be made to or on behalf of such employee
under any plan or program maintained by a Participating Company including, but
not limited to, any Annual Incentive Plan, the Stock Incentive Plan or any
qualified or nonqualified retirement, profit sharing, stock option or
restricted stock plan of a Participating Company. Any unvested or unexercised
options, unvested restricted stock and all other benefits under any plan or
program maintained by a Participating Company (including, but not limited to,
any Annual Incentive Plan, the Stock Incentive Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan)
which are held or accrued by an Eligible Employee at the time of his or her
termination of employment, shall be treated in accordance with the terms of
such plans and programs under which such options, restricted stock or other
benefits were granted or accrued.

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                                   SCHEDULE B

         This Schedule B is applicable to Eligible Employees covered by Section
1.3 (b) of the Plan, provided, however that an Eligible Employee who incurs an
Eligible Termination for any reason other than unsatisfactory performance with
more than 17 Years of Service, may elect to have Schedule A apply in its
entirety in lieu of this Schedule B. An Eligible Employee entitled to benefits
hereunder shall, subject to Section 2 of the Plan, receive the following:

1.  Salary Continuation

         (a) If the Eligible Employee incurs an Eligible Termination for any
    reason other than unsatisfactory performance and his or her Salary at the
    time employment terminates is equal to or greater than $100,000 but less
    than $150,000, the Eligible Employee shall receive 26 weeks of Salary
    continuation. If an Eligible Employee incurs an Eligible Termination by
    reason of unsatisfactory performance and his or her Salary at the time
    employment terminates is equal to or greater than $100,000 but less than
    $150,000, the Eligible Employee shall receive 13 weeks of Salary
    continuation.

         (b) If the Eligible Employee incurs an Eligible Termination for any
    reason other than unsatisfactory performance and his or her Salary at the
    time employment terminates is between $150,000 and $200,000 inclusive, the
    Eligible Employee shall receive 39 weeks of Salary continuation. If an
    Eligible Employee incurs an Eligible Termination by reason of
    unsatisfactory performance and his or her Salary at the time employment
    terminates is between $150,000 and $200,000 inclusive, the Eligible
    Employee shall receive 20 weeks of Salary continuation.

         (c) If the Eligible Employee incurs an Eligible Termination for any
    reason other than unsatisfactory performance and his or her Salary at the
    time employment terminates is greater than $200,000, the Eligible Employee
    shall receive 52 weeks of Salary continuation. If an Eligible Employee
    incurs an Eligible Termination by reason of unsatisfactory performance and
    his or her Salary at the time employment terminates is greater than
    $200,000, the Eligible Employee shall receive 26 weeks of Salary
    continuation.

         The amounts set forth in this paragraph 1 shall be payable at the
times the Eligible Employee's Salary would have been paid if employment had not
terminated, over a period equal to the number of weeks of Salary continuation
(the "Salary Continuation Period"). In the event the Eligible Employee performs
services for an entity other than a Participating Company during the Salary
Continuation Period, such employee shall notify the Participating Company on or
prior to the commencement thereof. For purposes of this Schedule B, to "perform
services" shall mean employment or services as a full-time employee,
consultant, owner, partner, associate, agent or otherwise on behalf of any
person, principal, partnership, firm or corporation (other than a Participating
Company). All Salary continuation payments shall cease upon re-employment by a
Participating Company.




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         2.       Welfare Benefit Continuation

         Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no
event greater than the levels in effect for active employees generally during
the Salary Continuation Period, provided that the Eligible Employee shall pay
the employee portion of any required premium payments at the level in effect
for employees generally of the Participating Company for such benefits. For
purposes of determining an Eligible Employee's entitlement to continuation
coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee's
18-month or other period of coverage shall commence on his or her termination
of employment.

         3.       Annual Bonus Payment

         Subject to the provisions of this paragraph 3, a cash bonus for the
calendar year of termination may be paid in the event the Eligible Employee was
employed by a Participating Company for at least six full months during such
year and the Eligible Employee participated in an annual bonus plan (the
"Annual Incentive Plan") immediately prior to termination of employment. In
such event, the Eligible Employee shall receive a bonus in an amount equal to
the actual bonus which would have been payable under the Annual Incentive Plan
had such employee remained employed through the end of the year of such
termination multiplied by a fraction the numerator of which is the number of
full months of employment during the calendar year of termination and the
denominator of which is 12. Such bonus shall be payable at the time otherwise
payable under the Annual Incentive Plan had employment not terminated.
Notwithstanding the foregoing, no amount shall be paid under this paragraph in
the event the Eligible Employee incurred an Eligible Termination by reason of
unsatisfactory performance. The foregoing provisions of this paragraph 3 shall
be appropriately modified in the case of any plan not on a calendar year basis.

         4.       Long-Term Awards

         Cash payments shall be made to an Eligible Employee as set forth in
this paragraph in respect of "Performance-Based Awards" (as such term is
defined in the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan (the
"Stock Incentive Plan")) otherwise payable under the Stock Incentive Plan had
the Eligible Employee remained employed through the end of the applicable
performance period in the event the Eligible Employee was employed by a
Participating Company for at least half the applicable performance period. In
such event, cash payments shall be made to an Eligible Employee in amounts
equal to the value of the Performance Based Awards, as earned, otherwise
payable under the Stock Incentive Plan had the employee remained employed
through the end of the applicable performance period multiplied by a fraction
the numerator of which is the number of full months of employment with a
Participating Company from the beginning of the performance period to
termination of employment, and the denominator of which is the number of full
months in the performance period. Such payments shall be made at the times the
Performance Based Awards in respect of which such payments are made would
otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination
by reason of unsatisfactory performance. Nothing contained herein shall reduce
any amounts otherwise





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<PAGE>   11

required to be paid under the Stock Incentive Plan except to the extent such
amounts are paid hereunder.

         5.       Death

         Upon the death of an Eligible Employee during the Salary Continuation
Period, the benefits described in paragraphs 1, 3 and 4 of this Schedule shall
continue to be paid to his or her estate, as applicable, at the time or times
otherwise provided for herein.

         6.       Cash Equivalency Payment

         The Eligible Employee shall receive, as soon as practicable following
the date of termination, an amount in cash equal to the fair market value on
such date of termination of the number of shares of restricted Company common
stock then held by such employee. For purposes of this paragraph 6, the fair
market value of the Company common stock shall equal the closing price of such
stock on the New York Stock Exchange composite tape on the date of termination,
or if such date is not a trading day, on the trading day immediately prior
thereto. Notwithstanding the foregoing, no amounts shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination
by reason of unsatisfactory performance.

         7.       Other Benefits

         The Eligible Employee shall be entitled to such individual
outplacement services during the Salary Continuation Period as shall be
provided by the Participating Company. During the Salary Continuation Period,
financial planning/counseling shall be afforded to the Eligible Employee to the
same extent afforded immediately prior to termination of employment in the
event the Eligible Employee incurred an Eligible Termination other than by
reason of unsatisfactory performance.

         8.       No Further Grants, Etc.

         Following an Eligible Employee's termination of employment, no further
grants, awards, contributions, accruals or continued participation (except as
otherwise provided for herein) shall be made to or on behalf of such employee
under any plan or program maintained by a Participating Company including, but
not limited to, any Annual Incentive Plan, the Stock Incentive Plan or any
qualified or nonqualified retirement, profit sharing, stock option or
restricted stock plan of a Participating Company. Any unvested or unexercised
options, unvested restricted stock and all other benefits under any plan or
program maintained by a Participating Company (including, but not limited to,
any Annual Incentive Plan, the Stock Incentive Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan)
which are held or accrued by an Eligible Employee at the time of his or her
termination of employment shall be treated in accordance with the terms of such
plans and programs under which such options, restricted stock or other benefits
were granted or accrued.


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                                                                     Exhibit 1

                         SEVERANCE AGREEMENT AND RELEASE

         THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
______________________ (hereinafter referred to as "Employee"), and [insert
name of D&B company] (hereinafter deemed to include its worldwide parent(s),
subsidiaries and affiliates and referred to as "the Company").

         WITNESSETH THAT:

         WHEREAS, Employee has been employed by the Company since the
Employment Date specified in the Appendix; and

         WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide certain benefits and salary continuation to
Employee;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter provided and of the actions taken pursuant thereto, the parties
agree as follows:

         1. Employee's employment with the Company, and Employee's membership
on any committees, is terminated effective on the Effective Date of Eligible
Termination specified in the Appendix.

         2. As of the Effective Date of Eligible Termination, Employee will
incur an "Eligible Termination" under The Dun & Bradstreet Career Transition
Plan (the "Plan"), a summary plan description of which Employee hereby
acknowledges receipt, and will, accordingly, be entitled to the benefits set
forth therein subject to the terms and conditions of such Plan. A summary of
the benefits to which Employee is entitled under the Plan is set forth in the
Appendix.

         3. Through the Last Day of Salary Continuation specified in the
Appendix, Employee will be reasonably available to consult on matters, and will
cooperate fully with respect to any claims, litigations or investigations,
relating to the Company. No reimbursement for expenses incurred after the
commencement of a period of inactive employee status, or if there is no such
period, after termination of employment, shall be made to Employee unless
authorized in advance by the Company. A period of inactive employee status
means the period beginning on the date such status commences (of which Employee
will be notified) and ending on the date of Employee's termination of
employment.


<PAGE>   13



         4. Employee agrees that until the Last Day of Salary Continuation
Employee will not become a stockholder (unless such stock is listed on a
national securities exchange or traded on a daily basis in the over-the-counter
market and the Employee's ownership interest is not in excess of 2% of the
company whose shares are being purchased), employee, officer, director or
consultant of or to a corporation, or a member or an employee of or a
consultant to a partnership or any other business or firm, which competes with
any of the businesses owned or operated by the Company; nor if Employee becomes
associated with a company, partnership or individual which company, partnership
or individual acts as a consultant to businesses in competition with the
Company will Employee provide services to such competing businesses. The
restrictions contained in this paragraph shall apply whether or not Employee
accepts any form of compensation from such competing entity or consultant.
Employee also agrees that until the Last Day of Salary Continuation Employee
will not recruit or solicit any customers of the Company to become customers of
any business entity which competes with any of the businesses owned or operated
by the Company. In addition, Employee agrees that until the Last Day of Salary
Continuation neither Employee nor any company or entity Employee controls or
manages, shall recruit or solicit any employee of the Company to become an
employee of any business entity.

         5. If Employee performs services for an entity other than the Company
at any time prior to the Last Day of Salary Continuation (whether or not such
entity is in competition with the Company), Employee shall notify the Company
on or prior to the commencement thereof. To "perform services" shall mean
employment or services as a full-time employee, consultant, owner, partner,
associate, agent or otherwise on behalf of any person, principal, partnership,
firm or corporation. For purposes of this paragraph 5 only, "Company" shall
mean The Dun & Bradstreet Corporation and any other affiliated entity more than
50% of the voting interests of which are owned, directly or indirectly, by The
Dun & Bradstreet Corporation and which has elected to participate in the Plan
by action of its board of directors.

         6. Employee agrees that Employee will not directly or indirectly
disclose any proprietary or confidential information, records, data, formulae,
specifications and other trade secrets owned by the Company, whether oral or
written, to any person or use any such information, except pursuant to court
order (in which case Employee will first provide the Company with written
notice of such). All records, files, drawings, documents, models, disks,
equipment and the like relating to the businesses of the Company shall remain
the sole property of the Company and shall not be removed from the premises of
the Company. Employee further agrees to return to the Company any property of
the Company which Employee may have, no matter where located, and not to keep
any copies or portions thereof.

         7. Employee shall not make any derogatory statements about the Company
and shall not make any written or oral statement, news release or other
announcement relating to Employee's employment by the Company or relating to
the Company, its subsidiaries, customers or personnel, which is designed to
embarrass or criticize any of the foregoing.


                                      -2-


<PAGE>   14



         8.  Employee agrees that in the event of any breach of the covenants
contained in paragraphs 3, 4, 5, 6 or 7 in addition to any remedies that may be
available to the Company, the Company may cease all payments required to be
made to Employee under the Plan and recover all such payments previously made
to Employee pursuant to the Plan. The parties agree that any such breach would
cause injury to the Company which cannot reasonably or adequately be quantified
and that such relief does not constitute in any way a penalty or a forfeiture.

         9.  Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan.

         10. Employee covenants that neither Employee, nor any of Employee's
respective heirs, representatives, successors or assigns, will commence,
prosecute or cause to be commenced or prosecuted against the Company or any of
its successors, assigns, subsidiaries, affiliates, directors, officers,
employees, attorneys, agents and trustees or administrators of any Company plan
any action or other proceeding based upon any claims, demands, causes of
action, obligations, damages or liabilities which are being released by this
Agreement, nor will Employee seek to challenge the validity of this Agreement,
except that this covenant not to sue does not affect Employee's future right to
enforce appropriately the terms of this Agreement in a court of competent
jurisdiction.

         11. Employee acknowledges that (a) Employee has been advised to
consult with an attorney at Employee's own expense before executing this
Agreement and that Employee has been advised by an attorney or has knowingly
waived Employee's right to do so, (b) Employee has had a period of at least
twenty-one (21) days within which to consider this Agreement, (c) Employee has
a period of seven (7) days from the date that Employee signs this Agreement
within which to revoke it and that this Agreement will not become effective or
enforceable until the expiration of this seven (7) day revocation period, (d)
Employee fully understands the terms and contents of this Agreement and freely,
voluntarily, knowingly and without coercion enters into this Agreement, (e)
Employee is receiving greater consideration hereunder than Employee would
receive had Employee not signed this Agreement and that the consideration
hereunder is given in exchange for all of the provisions hereof and (f) the
waiver or release by Employee of rights or claims Employee may have under Title
VII of the Civil Rights Act of 1964, The Employee Retirement Income Security
Act of 1974, the Age Discrimination in Employment Act of 1967, the Older
Workers Benefit Protection Act, the Fair Labor Standards Act, the Americans
with Disabilities Act, the Rehabilitation Act, the Worker Adjustment and





                                      -3-


<PAGE>   15

Retraining Act (all as amended) and/or any other local, state or federal law
dealing with employment or the termination thereof is knowing and voluntary
and, accordingly, that it shall be a breach of this Agreement to institute any
action or to recover any damages that would be in conflict with or contrary to
this acknowledgment or the releases Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and other benefits
to Employee and Employee's signing of this Agreement does not in any way
indicate that Employee has any viable claims against the Company or that the
Company admits any liability whatsoever.

         12. This Agreement constitutes the entire agreement of the parties and
all prior negotiations or representations are merged herein. It shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors, assigns, heirs and legal representatives but neither
this Agreement nor any rights hereunder shall be assignable by Employee without
the Company's written consent. In addition, this Agreement supersedes any prior
employment or compensation agreement, whether written, oral or implied in law
or implied in fact between Employee and the Company, other than those contracts
and agreements excepted from the application of section 5.8 of the Plan
pursuant to the terms of such section, which prior agreements are hereby
terminated.

         13. If for any reason any one or more of the provisions of this
Agreement shall be held or deemed to be inoperative, unenforceable or invalid
by a court of competent jurisdiction, such circumstances shall not have the
effect of rendering such provision invalid in any other case or rendering any
other provisions of this Agreement inoperative, unenforceable or invalid.

         14. This Agreement shall be construed in accordance with the laws of
the State of New Jersey, except to the extent superseded by applicable federal
law.

         IN WITNESS WHEREOF, Employee and The Dun & Bradstreet Corporation, by
its duly authorized agent, have hereunder executed this Agreement.

Dated:

                                            -----------------------------------
                                            Employee


                                            THE DUN & BRADSTREET CORPORATION



                                            -----------------------------------
                                            Title:


                                      -4-


<PAGE>   16









                                                                       Appendix

                        Summary of Benefit Entitlements
                           Under The Dun & Bradstreet
                             Career Transition Plan


<TABLE>
<S>                                                          <C>
Employment Date:
                                                              ------------------------------
Effective Date of Eligible Termination:
                                                              ------------------------------
Positions Terminated:
                                                              ------------------------------
Salary Continuation:                                          $          per week for    weeks
                                                               ---------             ----
Last Day of Salary Continuation:
                                                              ------------------------------

Welfare Benefit Continuation:                                 [LIST NAMES OF MEDICAL,
                                                              DENTAL, LIFE PLANS UNDER
                                                              WHICH EMPLOYEE COVERED]

Annual Bonus Payment:                                         [x] of the annual bonus
                                                              12

                                                              otherwise payable to you at time of normal
                                                              payment.


Long-Term Incentive Payment:                                  [x] of the long-term incentive
                                                              [y]
                                                              otherwise payable to you for the _________
                                                              cycles at time of normal payment.

[INDIVIDUAL] [GROUP] Outplacement:
                                                              As provided by the Company.
</TABLE>


THE DESCRIPTION OF BENEFITS CONTAINED IN THIS APPENDIX IS ONLY A SUMMARY AND IS
SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. REFER TO YOUR SUMMARY PLAN
DESCRIPTION FOR MORE DETAIL.