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                                                                   EXHIBIT 10.30


                       SUPPLEMENTAL EXECUTIVE BENEFIT PLAN

                                       OF

                        THE DUN & BRADSTREET CORPORATION

     As in effect as of January 1, 2000 with certain earlier effective dates

                                    PREAMBLE

                  The principal purpose of this Supplemental Executive Benefit
Plan is to ensure the payment of a competitive level of retirement income and
disability benefits in order to attract, retain and motivate selected executives
of the Corporation and its affiliated companies.

                                    SECTION 1

                                   Definitions

                  1.1 "Affiliate" means any corporation, partnership, division
or other organization controlling, controlled by or under common control with
the Corporation or any joint venture entered into by the Corporation.

                  1.2 "Average Final Compensation" means the greater of (a) a
Participant's or Vested Former Participant's average final compensation as
defined in The Dun & Bradstreet Corporation Retirement Account as if no
provision were set forth therein incorporating limitations imposed by Sections
401, 415 or any other applicable Section of the Code, or (b) if the Participant
is disabled at the time of his Retirement, the Participant's Basic Earnings. For
purposes of (a), Average Final Compensation will not include an employee's
compensation while the employee is a Vested Former Participant or a Former
Participant and will include compensation from the date of the Participant's
employment with the Corporation or an Affiliate.

                  1.3 "Basic Disability Plan" means as to any Participant either
(a) the long-term disability plan of the Corporation or an Affiliate pursuant to
which long-term disability benefits are payable to such Participant or (b) if
the Affiliate which employs such Participant has not adopted a long-term
disability plan, the long-term disability plan of the Corporation.

                  1.4 "Basic Disability Plan Benefit" means the amount of
benefits actually payable to a Participant from the Basic Disability Plan or
which would be payable if the Participant were a member of such Plan. For
purposes of determining a Participant's Basic Disability Plan Benefit, a
disability benefit shall not be treated as actually payable to a Participant
unless the Participant is actually covered by a long-term disability plan of the
Corporation or an Affiliate.
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                  1.5 "Basic Earnings" means the total amount paid by the
Corporation or any Affiliate to a Participant in the twelve (12) months
immediately preceding the onset of the Participant's disability, (a) including
salary, wages, regular cash bonuses and commissions, lump sum payments in lieu
of foregone merit increases, "bonus buyouts" as the result of job changes, and
any portion of such amounts (i) voluntarily deferred or reduced by the
Participant under any employee benefit plan of the Corporation or any Affiliate
available to all levels of Employees of the Corporation and/or any Affiliate(s)
on a non-discriminatory basis upon satisfaction of eligibility requirements or
(ii) voluntarily deferred or reduced under any executive deferral plan of the
Corporation or any Affiliate (so long as such amounts would otherwise not have
been excluded had they not been deferred), but (b) excluding any pension,
retainers, severance pay, special stay-on bonus payments, income derived from
stock options, stock appreciation rights and restricted stock awards and
dispositions of stock acquired thereunder, payments dependent upon any
contingency after the period of Credited Service and other special remuneration
(including performance units).

                  1.6 "Basic Plan" means, as to any Participant or Vested Former
Participant, the defined benefit pension plan of the Corporation or an
Affiliate, which is intended to meet the requirements of Section 401(a) of the
Code and pursuant to which retirement benefits are payable to such Participant
or Vested Former Participant or to the Surviving Spouse or designated
beneficiary of a deceased Participant or Vested Former Participant.

                  1.7 "Basic Plan Benefit" means the amount of benefits payable
from the Basic Plan to a Participant or Vested Former Participant.

                  1.8 "Board" means the Board of Directors of The Dun &
Bradstreet Corporation.

                  1.9 "Change in Control" means:

                      (a) Any "person," as such term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than the Corporation, any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, or any Corporation
owned, directly or indirectly, by the shareholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation), is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing twenty percent (20%) or more of the combined voting
power of the Corporation's then outstanding securities;

                      (b) during any period of twenty-four (24) months (not
including any period prior to the effective date of this provision), individuals
who at the beginning of such period constitute the Board, and any new director
(other than (i) a director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in clause (a),
(c) or (d) of this Section), (ii) a director designated by any Person (including
the Corporation) who publicly announces an intention to take or to consider
taking actions
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(including, but not limited to, an actual or threatened proxy contest) which if
consummated would constitute a Change in Control, or (iii) a director designated
by any Person who is the Beneficial Owner, directly or indirectly, of securities
of the Corporation representing ten percent (10%) or more of the combined voting
power of the Corporation's securities) whose election by the Board or nomination
for election by the Corporation's shareholders was approved 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;

                       (c) the shareholders of the Corporation approve a merger
or consolidation of the Corporation with any other company, other than (i) a
merger or consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%) of the combined voting power
of the voting securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation and (ii) after which no Person
holds twenty percent (20%) or more of the combined voting power of the then
outstanding securities of the Corporation or such surviving entity; or

                       (d) the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets.

                  1.10 "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

                  1.11 "Committee" means the Compensation and Benefits Committee
of the Board.

                  1.12 "Corporation" means The Dun & Bradstreet Corporation, a
Delaware corporation, and any successor or assigns thereto.

                  1.13 "Credited Service" means a Participant's, Former
Participant's or Vested Former Participant's Credited Service as defined in The
Dun & Bradstreet Corporation Retirement Account, except that Credited Service
will include service while the Participant is receiving Disability Benefits and
service from the date the Participant, Former Participant or Vested Former
Participant was employed by the Corporation or an Affiliate, but will not
include service while an employee is a Former Participant or Vested Former
Participant. In the case of an acquired company, however, the Participant's,
Former Participant's or Vested Former Participant's service with that company
prior to the date of acquisition will not be counted unless such service is
recognized for benefit accrual purposes under the relevant Basic Plan.

                  1.14 "Disability Benefit" means the benefits provided to
Participants and Vested Former Participants pursuant to Section 5 of the Plan.
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                  1.15     "Effective Date" means July 1, 1989.

                  1.16 "Election" means an election as to the form of benefit
payment made pursuant to Section 4.5 of the Plan.

                  1.17 "Election Date" means the date that a properly completed
election form with respect to an Election or a Special Election is received by
the Corporation's Treasurer.

                  1.18 "Former Participant" means an employee who has not
completed five (5) or more years of Credited Service at the time his employment
with the Corporation or an Affiliate terminates or at the time he was removed,
upon written notice by the Chief Executive Officer of the Corporation and with
the approval of the Committee, from further participation in the Plan.

                  1.19 "Other Disability Income" means (a) the disability
insurance benefit that the Participant is entitled to receive under the Federal
Social Security Act while he is receiving the Basic Disability Plan Benefit and
(b) the disability income payable to a Participant from the following sources:

                       (i) any supplemental executive disability plan of any
Affiliate; and

                       (ii) any other contract, agreement or other arrangement
with the Corporation or an Affiliate (excluding any Basic Disability Plan) to
the extent it provides disability benefits.

                  1.20 "Other Retirement Income" means (a)(i) the Social
Security retirement benefit that the Participant or Vested Former Participant is
entitled to receive under the Federal Social Security Act as of the date of his
Retirement or (ii) if the Participant or Vested Former Participant is not
eligible to receive a Social Security retirement benefit commencing on such
date, the Social Security retirement benefit he is entitled to receive at the
earliest age he is eligible to receive such a benefit, discounted to the date
his Benefit under the Plan actually commences, using the actuarial assumptions
then in use under the relevant Basic Plan, assuming for purposes of (i) and (ii)
above that for years prior to the Participant's employment with the Corporation
and for years following the Participant's termination of employment with the
Corporation up until the Participant attains age sixty-two (62), the Participant
earned compensation so as to accrue the maximum Social Security benefits, and
(b) the retirement income payable to a Participant or Vested Former Participant
from the following sources:

                          (A) any retirement benefits equalization plan of the
Corporation or an Affiliate or any former Affiliate, the purpose of which is to
provide the Participant or Vested Former Participant with the benefits he is
precluded from receiving under any relevant Basic Plan as a result of
limitations under the Internal Revenue Code; and
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                          (B) any supplemental executive retirement plan of any
Affiliate; and

                          (C) any other contract, agreement or other arrangement
with the Corporation or an Affiliate or any former Affiliate (excluding any
Basic Plan and any defined contribution plan intended to meet the requirements
of Section 401(a) of the Code) to the extent it provides retirement or pension
benefits.

                  1.21 "Participant" means an employee of the Corporation or an
Affiliate who becomes a participant in the Plan pursuant to Section 2 and has
not been removed pursuant to Section 2.2.

                  1.22 "Plan" means this Supplemental Executive Benefit Plan of
The Dun & Bradstreet Corporation, as amended from time to time.

                  1.23 "Potential Change in Control" means:

                       (a) the Corporation enters into an agreement, the
consummation of which would result in the occurrence of a Change in Control of
the Corporation;

                       (b) any person (including the Corporation) publicly
announces an intention to take or to consider taking actions which if
consummated would constitute a Change in Control of the Corporation;

                       (c) any person, other than a trustee or their fiduciary
holding securities under an employee benefit plan of the Corporation (or a
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), who is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing nine and one half
percent (9.5%) or more of the combined voting power of the Corporation's then
outstanding securities, increases his beneficial ownership of such securities by
five percent (5%) or more over the percentage so owned by such person; or

                       (d) the Board adopts a resolution to the effect that, for
purposes of this Plan, a Potential Change in Control of the Corporation has
occurred.

                  1.24 "Retirement" means the termination, other than at death,
of a Participant's or Vested Former Participant's employment with the
Corporation or an Affiliate (a) after reaching age fifty-five (55) and
completing ten (10) years of Vesting Service, or (b) immediately following the
cessation of the payment of Disability Benefits under the Plan to such
Participant or Vested Former Participant while he is still disabled, as such
term is defined under the Basic Disability Plan.
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                  1.25 "Retirement Benefit" means the benefits provided to
Participants and Vested Former Participants pursuant to Section 4 of the Plan.

                  1.26 "Special Election" means an election as to the form of
benefit payment made pursuant to Section 4.6 of the Plan.

                  1.27 "Surviving Spouse" means the spouse of a deceased
Participant or Vested Former Participant to whom such Participant or Vested
Former Participant is legally married immediately preceding such Participant or
Vested Former Participant's death.

                  1.28 "Surviving Spouse's Benefits" mean the benefits provided
to a Participant's or Vested Former Participant's Surviving Spouse pursuant to
Section 6 of the Plan.

                  1.29 "Vested Former Participant" means an employee who
completed five (5) or more years of Credited Service at the time his employment
with the Corporation or an Affiliate terminated or at the time he was removed,
upon written notice by the Chief Executive Officer of the Corporation and with
the approval of the Committee, from further participation in the Plan.

                  1.30 The masculine gender, where appearing in the Plan, will
be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary.

                                    SECTION 2

                          Eligibility and Participation

                  2.1 All key management employees of the Corporation and its
Affiliates who are responsible for the management, growth or protection of the
business of the Corporation and its Affiliates, who are designated by the Chief
Executive Officer of the Corporation in writing, are eligible, upon approval by
the Committee, for participation in the Plan as of the effective date of such
designation.

                  2.2 A Participant's participation in the Plan shall terminate
upon termination of his or her employment. Prior to termination of employment, a
Participant may be removed, upon written notice by the Chief Executive Officer
of the Corporation and with the approval of the Committee, from further
participation in the Plan. As of the date of termination or removal, no further
benefits shall accrue to such individual.
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                                    SECTION 3

                            Eligibility For Benefits

                  3.1 Each Participant or Vested Former Participant is eligible
for an annual Retirement Benefit under this Plan upon Retirement, or upon
termination of employment with the Corporation before Retirement after
completing five (5) or more years of Credited Service.

                  3.2 Each Participant is eligible to commence receiving a
Disability Benefit under this Plan upon the actual or deemed commencement of
benefits under the relevant Basic Disability Plan. Notwithstanding the above, a
Participant may not receive a Disability Benefit if he has not previously
enrolled for the maximum disability insurance coverage available under the
relevant Basic Disability Plan.

                  3.3 Notwithstanding any other provision of the Plan to the
contrary, no benefits or no further benefits, as the case may be, shall be paid
to a Participant, Vested Former Participant or Surviving Spouse if the Committee
reasonably determines that such Participant or Vested Former Participant has:

                      (a) to the detriment of the Corporation or any Affiliate,
directly or indirectly acquired, without the prior written consent of the
Committee, an interest in any other company, firm, association, or organization
(other than an investment interest of less than one percent (1%) in a
publicly-owned company or organization), the business of which is in direct
competition with any business of the Corporation or an Affiliate;

                      (b) to the detriment of the Corporation or any Affiliate,
directly or indirectly competed with the Corporation or any Affiliate as an
owner, employee, partner, director or contractor of a business, in a field of
business activity in which the Participant or Vested Former Participant has been
primarily engaged on behalf of the Corporation or any Affiliate or in which he
has considerable knowledge as a result of his employment by the Corporation or
any Affiliate, either for his own benefit or with any person other than the
Corporation or any Affiliate, without the prior written consent of the
Committee; or

                      (c) been discharged from employment with the Corporation
or any Affiliate for "Cause". "Cause" shall include the occurrence of any of the
following events or such other dishonest or disloyal act or omission as the
Committee reasonably determines to be "cause":

                          (i) the Participant or Vested Former Participant has
misappropriated any funds or property of the Corporation or any Affiliate or
committed any other act of willful malfeasance or willful misconduct in
connection with his or her employment;
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                          (ii) the Participant or Vested Former Participant has,
without the prior knowledge or written consent of the Committee, obtained
personal profit as a result of any transaction by a third party with the
Corporation or any Affiliate;

                          (iii) the Participant or Vested Former Participant has
sold or otherwise imparted to any person, firm, or corporation the names of the
customers of the Corporation or any Affiliate or any confidential records, data,
formulae, specifications and other trade secrets or other information of value
to the Corporation or any Affiliate derived by his or her association with the
Corporation or any Affiliate;

                          (iv) the Participant or Vested Former Participant
fails, on a continuing basis, to perform such duties as are requested by any
employee to whom the Participant or Vested Former Participant reports or the
Board; or

                         (v) the Participant or Vested Former Participant
commits any felony or any misdemeanor involving moral turpitude.

In any case described in this Section 3.3, the Participant, Vested Former
Participant or Surviving Spouse shall be given prior written notice that no
benefits or no further benefits, as the case may be, will be paid to such
Participant, Vested Former Participant or Surviving Spouse. Such written notice
shall specify the particular act(s), or failures to act, on the basis of which
the decision to terminate benefits has been made.

                  3.4 (a) Notwithstanding any other provision of the Plan to the
contrary, a Participant or Vested Former Participant who receives in a lump sum
any portion of his Retirement Benefit pursuant to an Election or Special
Election shall receive such lump sum portion of his Retirement Benefit subject
to the condition that if such Participant or Vested Former Participant engages
in any of the acts described in clause (i) or (ii) of Section 3.3(c), then such
Participant or Vested Former Participant shall, within sixty (60) days after
written notice by the Corporation, repay to the Corporation the amount described
in Section 3.4(b).

                      (b) The amount described under this Section 3.4(b) shall
equal the amount, as determined by the Committee, of the Participant's or Vested
Former Participant's lump sum benefit paid under this Plan to which such
Participant or Vested Former Participant would not have been entitled, if such
lump sum benefit had instead been payable in the form of an annuity under this
Plan and such annuity payments were subject to the provisions of Section 3.3.
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                                    SECTION 4

                     Amount and Form of Retirement Benefits

                  4.1 The Retirement Benefit provided by the Plan is designed to
provide each Participant and Vested Former Participant with an annual pension
from the Plan and certain other sources equal to his Retirement Benefit as
hereinafter specified. Thus, the Retirement Benefits described hereunder as
payable to Participants and Vested Former Participants will be offset by
retirement benefits payable from sources outside the Plan as specified herein.

                  4.2 (a) The Retirement Benefit of a Participant or Vested
Former Participant upon Retirement shall be an annual benefit equal to

                          (i) for a Participant or Vested Former Participant who
had attained age fifty (50) and had been credited with at least ten (10) years
of Vesting Service as of January 15, 1997 or a Participant or Vested Former
Participant whose age plus years of Vesting Service is equal to or greater than
seventy (70) as of January 15, 1997, or other individuals designated by the
Chief Executive Officer: fifty percent (50%) of his Average Final Compensation
with respect to his first ten (10) years of Credited Service, plus two percent
(2%) of such Average Final Compensation for each year of Credited Service in
excess of ten (10) years of Credited Service, but not to exceed fifteen (15)
years of Credited Service, offset by his Other Retirement Income and his Basic
Plan Benefit; a full month is credited for each completed and partial month of
age and Credited Service;

                          (ii) for each other Participant or Vested Former
Participant: forty percent (40%) of his Average Final Compensation with respect
to his first ten (10) years of credited service, plus two percent (2%) of
Average Final Compensation for each year of Credited Service in excess of ten
(10) years of Credited Service, but not to exceed twenty (20) years of Credited
Service, offset by his Other Retirement Income and his Basic Plan Benefit. A
full month is credited for each completed and partial month of Credited Service.
If such a Participant or Vested Former Participant retires before age sixty (60)
without the Corporation's consent, his Retirement Benefit shall be reduced by
three percent (3%) for each year or fraction thereof that Retirement commenced
prior to reaching age sixty (60).

                      (b) Any portion of the Retirement Benefit provided under
this Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall
be payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant retires, and any portion of such Retirement Benefit
payable in a lump sum pursuant to Section 4.4 shall be paid on the date that is
sixty (60) days after the date when annuity payments under this Section 4.2
commence, or would commence if any portion of the Retirement Benefit were
payable in the form of an annuity, or as soon as practicable thereafter,
provided the Committee has approved any such lump sum payments.
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                  4.3 (a) Subject to Section 4.3(c), the Retirement Benefit of a
Participant or Vested Former Participant who terminates employment with the
Corporation with five (5) or more years of Credited Service before he is
eligible to retire under the relevant Basic Plan shall be an annual benefit
equal to

                          (i) for a Participant or Vested Former Participant who
had attained age fifty (50) and had been credited with at least ten (10) years
of Vesting Service as of January 15, 1997 or a Participant or Vested Former
Participant whose age plus years of Vesting Service is equal to or greater than
seventy (70) as of January 15, 1997, or other individuals designated by the
Chief Executive Officer: twenty-five percent (25%) of his Average Final
Compensation for his first five (5) years of Credited Service, plus five percent
(5%) of Average Final Compensation for each additional year of Credited Service
between six (6) and ten (10) years of Credited Service, plus two percent (2%) of
Average Final Compensation for each additional year of Credited Service from
eleven (11) to fifteen (15) years, offset by his Other Retirement Income and his
Basic Plan Benefit; a full month is credited for each completed and partial
month of Credited Service; and

                          (ii) for each other Participant or Vested Former
Participant: twenty percent (20%) of his Average Final Compensation with respect
to his first five (5) years of Credited Service, plus four percent (4%) of
Average Final Compensation for each additional year of Credited Service between
six (6) and ten (10) years of Credited Service, plus two percent (2%) of Average
Final Compensation for each additional year of Credited Service from eleven (11)
to twenty (20) years, offset by his Other Retirement Income and his Basic Plan
Benefit; a full month is credited for each completed and partial month of
Credited Service.

                      (b) Any portion of the Retirement Benefit provided under
this Section 4.3 payable in the form of an annuity pursuant to Section 4.4 shall
be payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant reaches age fifty-five (55) or the date of his
termination, if later, and any portion of such Retirement Benefit payable in a
lump sum pursuant to Section 4.4 shall be paid on the date that is sixty (60)
days after the date when annuity payments under this Section 4.3 commence, or
would commence if any portion of the Retirement Benefit were payable in the form
of an annuity, or as soon as practicable thereafter, provided the Committee has
approved any such lump sum payments.

                      (c) If a Participant or Vested Former Participant
terminates employment with the Corporation without the Corporation's consent,
and the payment of his Retirement Benefit commences, or would commence if it
were payable in the form of an annuity, before he reaches age sixty (60), his
Retirement Benefit shall be reduced by ten percent (10%) for each year or
fraction thereof that the payment of his Retirement Benefit commences, or would
commence if it were payable in the form of an annuity, prior to his reaching age
sixty (60).
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                  4.4 (a) Except as provided under Section 4.4(b) or Section
4.4(c), a Retirement Benefit under this Plan shall be payable to a Participant
or Vested Former Participant in the form of a straight life annuity and without
regard to any optional form of benefits elected under the Basic Plan.

                      (b) If a Participant or a Vested Former Participant makes
an Election while he is a Participant pursuant to Section 4.5 or a Special
Election pursuant to Section 4.6 and such Election or Special Election becomes
effective (i) prior to the date such Participant or such Vested Former
Participant retires or terminates employment with the Corporation or an
Affiliate and (ii) while he was still a Participant, a Retirement Benefit under
this Plan shall be payable to such Participant or such Vested Former Participant
in the form or combination of forms of payment elected pursuant to such Election
or Special Election under Section 4.5 or Section 4.6, as the case may be, and
without regard to any optional form of benefit elected under the Basic Plan. Any
lump sum distribution of a Participant's or Vested Former Participant's
Retirement Benefit under the Plan shall fully satisfy all present and future
Plan liability with respect to such Participant or Vested Former Participant for
such portion or all of such Retirement Benefit so distributed.

                      (c) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Participant's or Vested Former
Participant's Retirement Benefit is Ten Thousand Dollars ($10,000) or less at
the time such Retirement Benefit is payable under this Plan, such benefit shall
be payable as a lump sum.

                      (d) If the Retirement Benefit under this Plan is payable
to a Participant or Vested Former Participant in a different form and/or at a
different time than his Other Retirement Income or his Basic Plan Benefits, the
offset provided in this Plan for such Participant's or Vested Former
Participant's Other Retirement Income and Basic Plan Benefit shall be converted,
using actuarial assumptions that are reasonable and appropriate and in
accordance with applicable law at the time the benefit under this Plan is
determined, to the extent required as follows, but solely for purposes of
calculating the amount of such offset:

                          (i) a percentage of the benefits to be offset equal to
the percentage of such Participant's or Vested Former Participant's benefits
payable in the form of an annuity under this Plan shall be actuarially converted
to the extent required into the form of a straight life annuity, commencing at
the time such benefits payable under this Plan commence or on the date such
Participant or Vested Former Participant would first become eligible for the
payment of such benefits under this Plan, if earlier; and

                          (ii) the balance, if any, of the benefits to be offset
shall be actuarially converted to a lump sum payment payable on the date which
is sixty (60) days after the date described in Section 4.4(d)(i).
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                  4.5 (a) A Participant may elect, on a form supplied by the
Committee, to receive all, none, or a specified portion, as provided in Section
4.5(c), of his Retirement Benefit under the Plan in a lump sum and to receive
any balance of such Retirement Benefit in the form of an annuity; provided, that
any such Election shall be effective for purposes of this Plan only if the
conditions of Section 4.5(b) are satisfied. A Participant may elect a payment
form different than the payment form previously elected by him under this
Section 4.5(a) by filing a revised election form; provided, that any such new
Election shall be effective only if the conditions of Section 4.5(b) are
satisfied with respect to such new Election. Any prior Election made by a
Participant that has satisfied the conditions of Section 4.5(b) remains
effective for purposes of the Plan until such Participant has made a new
Election satisfying the conditions of Section 4.5(b). The amount of any portion
of a Participant's or a Vested Former Participant's Retirement Benefit payable
as a lump sum under this Section 4.5 will equal the present value of such
portion of the Retirement Benefit, and such present value shall be determined
(i) based on a discount rate equal to eighty-five percent (85%) of the average
of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close
of business on the last business day of each of the three months immediately
preceding the date the annuity value is determined and (ii) using the 1983 Group
Annuity Mortality Table.

                      (b) A Participant's Election under Section 4.5(a) becomes
effective only if the following conditions are satisfied: (i) such Participant
remains in the employment of the Corporation or an Affiliate, as the case may
be, for the full twelve (12) calendar months immediately following the Election
Date of such Election, except in case of death or disability of such Participant
as provided in Section 4.5(d), and (ii) such Participant complies with the
administrative procedures set forth by the Committee with respect to the making
of the Election.

                      (c) A Participant making an election under Section 4.5(a)
may specify the portion of his Retirement Benefit under the Plan to be received
in a lump sum as follows: zero percent (0%), twenty-five percent (25%), fifty
percent (50%), seventy-five percent (75%) or one hundred percent (100%).

                      (d) In the event a Participant who has made an Election
pursuant to Section 4.5(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the Corporation
or an Affiliate and such death or total and permanent disability occurs during
the twelve (12) calendar month period, as described under Section 4.5(b)(i),
immediately following the Election Date of such Election, the condition under
Section 4.5(b)(i) shall be deemed satisfied with respect to such Participant.

                  4.6 (a) Any Participant (except the Chairman of the Board of
Directors of the Corporation on December 21, 1994) who, as of December 31, 1994
(i) is age fifty-four (54) or older and (ii) has at least four (4) years of
Credited Service, may elect, on a form supplied by the Committee, to receive
all, none, or a specified portion, in the same percentages as described in
Section 4.5(c), of his Retirement Benefit under the Plan in a lump sum and to
receive any balance of such Retirement Benefit in the form of an annuity;
provided, that any such Special Election shall be effective for purposes of this
Plan only if such Participant remains in
<PAGE>   13
                                                                              13


employment with the Corporation or an Affiliate, as the case may be, for the one
(1) calendar month immediately following the Election Date, except in the case
of death or total and permanent disability as provided in Section 4.6(b), and
complies with the administrative procedures set forth by the Committee for
making such Special Election; and provided further, that the Election Date with
respect to any such Special Election is not later than January 31, 1995. The
amount of any portion of a Participant's or a Vested Former Participant's
Retirement Benefit payable as a lump sum under this Section 4.6 will equal the
present value of such portion of the Retirement Benefit, and such present value
shall be determined (A) based on a discount rate equal to the average of
eighty-five percent (85%) of the fifteen (15) year non-callable U.S. Treasury
bond yields as of the close of business on the last business day of each of the
three (3) months immediately preceding the date the annuity value is determined,
and (B) using the 1993 Group Annuity Mortality Table.

                      (b) In the event a Participant who has made a Special
Election pursuant to Section 4.6(a) dies or becomes totally and permanently
disabled for purposes of the relevant Basic Disability Plan while employed by
the Corporation or an Affiliate and such death or total and permanent disability
occurs during the one (1) calendar month period, as described under Section
4.6(a) immediately following the Election Date of such Special Election, the
condition under Section 4.6(a) requiring that such Participant remain employed
with the Corporation or an Affiliate, as the case may be, for the one (1)
calendar month period immediately following the Election Date of such Election
shall be deemed satisfied.

                  4.7 Subject to Section 3.1, Section 3.3, Section 3.4 and the
foregoing limitations of this Section 4, the Retirement Benefit of each
Participant and Vested Former Participant under the Plan shall at all times be
one hundred percent (100%) vested and nonforfeitable.

                  4.8 (a) Subject to Section 4.8(c), the Corporation shall
indemnify each Participant, Vested Former Participant and Surviving Spouse who
receives any portion of a Retirement Benefit or Surviving Spouse's Benefit under
this Plan in the form of an annuity for any interest and penalties that may be
assessed by the U.S. Internal Revenue Service (the "Service") with respect to
U.S. federal income tax on such benefits (payable under the Plan in the form of
an annuity) upon final settlement or judgment with respect to any such
assessment in favor of the Service, provided the basis for the assessment is
that the amendment of the Plan to provide for the Election or the Special
Election causes the Participant, Vested Former Participant or Surviving Spouse,
as the case may be, to be treated as being in constructive receipt of such
benefits prior to the time when such benefits are actually payable under the
Plan.

                      (b) In case any assessment shall be made against a
Participant, Vested Former Participant or Surviving Spouse as described in
Section 4.8(a), such Participant, Vested Former Participant or Surviving Spouse,
as the case may be (the "indemnified party"), shall promptly notify the
Corporation's Treasurer in writing and the Corporation, upon request of such
indemnified party, shall select and retain an accountant or legal counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party in connection with such assessment
<PAGE>   14
                                                                              14


and shall pay the fees and expenses of such an accountant or legal counsel
related to such representation, and the Corporation shall have the right to
determine how and when such assessment by the Service should be settled,
litigated or appealed. In connection with any such assessment, any indemnified
party shall have the right to retain his own accountant or legal counsel, but
the fees and expenses of such accountant or legal counsel shall be at the
expense of such indemnified party unless the Corporation and the indemnified
party shall have mutually agreed to the retention of such accountant or legal
counsel.

                      (c) The Corporation shall not be liable for any payments
under this Section 4.8 with respect to any assessment described in Section
4.8(a) if a Participant, Vested Former Participant or Surviving Spouse against
whom such assessment is made has not promptly notified or allowed the
Corporation to participate with respect to such assessment in the manner
described in Section 4.8(b) or, following demand by the Corporation, has not
made the deposit to avoid additional interest or penalties as described in
Section 4.8(d) or has agreed to, or otherwise settled with the Service with
respect to, such assessment without the Corporation's written consent; provided,
however, if (i) such assessment is settled with such consent or if there is a
final judgment for the Service, (ii) the Corporation has been notified and
allowed to participate in the manner as provided in Section 4.8(b), and (iii)
such Participant, Vested Former Participant or Surviving Spouse has made any
required deposit to avoid additional interest or penalty as described in Section
4.8(d), the Corporation agrees to indemnify the indemnified party to the extent
set forth in this Section 4.8.

                      (d) In the event a final settlement or judgment with
respect to an assessment as described under Section 4.8 has been made against a
Participant, Vested Former Participant or Surviving Spouse, such Participant,
Vested Former Participant or Surviving Spouse may elect to receive a portion or
all of his Retirement Benefit or Surviving Spouse's Benefit that is otherwise
payable as an annuity under the Plan in the form of a lump sum in accordance
with procedures as the Committee may set forth, and such lump sum distribution
will be made as soon as practicable after any such election. At the time such
assessment is made against such Participant, Vested Former Participant or
Surviving Spouse (the "assessed party") and prior to any final settlement or
judgment with respect to such assessment, if so directed by the Corporation,
such assessed party shall, as a condition to receiving any indemnity under this
Section 4.8, as soon as practicable after notification of such assessment make a
deposit with the Service to avoid any additional interest or penalties with
respect to such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed party a
portion of his remaining Retirement Benefit or Surviving Spouse's Benefit under
the Plan, not to exceed the lump sum value of such benefit under the Plan,
determined using the actuarial assumptions set forth in Section 4.5(a), solely
for purposes of providing the assessed party with funds to make a deposit with
the Service to avoid any additional interest or penalties with respect to such
assessment.
<PAGE>   15
                                                                              15


                                    SECTION 5

                               Disability Benefits

                  5.1 The Disability Benefit provided by the Plan is designed to
provide each Participant with a disability benefit from the Plan and certain
other sources equal to his Disability Benefit as hereinafter specified. Thus,
Disability Benefits described hereunder as payable to Participants will be
offset by disability benefits payable from sources outside the Plan (other than
benefits payable under the relevant Basic Disability Plan) as specified herein.

                  5.2 In the event that a Participant has become totally and
permanently disabled for the purposes of the relevant Basic Disability Plan, an
annual Disability Benefit shall be payable in monthly installments under this
Plan during the same period as disability benefits are actually or deemed paid
by the relevant Basic Disability Plan, in an amount equal to sixty percent (60%)
of the Participant's Basic Earnings. Such Disability Benefit shall be offset by
the Participant's Other Disability Income, if any. A Participant's Disability
Benefits shall also be offset by the Participant's Basic Plan Benefit, if the
Participant's Basic Disability Plan Benefit does not already include such an
offset.

                                    SECTION 6

                           Surviving Spouse's Benefits

                  6.1 Upon the death of a Participant or Vested Former
Participant, while employed by the Corporation or an Affiliate, who has
completed at least ten (10) years of Credited Service with the Corporation or an
Affiliate and has attained age fifty-five (55), his Surviving Spouse will be
entitled to a Surviving Spouse's Benefit under this Plan equal to fifty percent
(50%) of the Retirement Benefit that would have been provided from the Plan had
the Participant or Vested Former Participant retired from the Corporation or an
Affiliate with the Corporation's consent, on the date of his death.

                  6.2 Upon the death of a Participant or Vested Former
Participant, while employed by the Corporation or an Affiliate, who has
completed at least five (5) years of Credited Service with the Corporation or an
Affiliate and has not attained age fifty-five (55), his Surviving Spouse will be
entitled to a Surviving Spouse's Benefit under this Plan equal to fifty percent
(50%) of the Retirement Benefit that would have been provided from the Plan had
the Participant or Vested Former Participant terminated employment with the
Corporation or an Affiliate on the date of his death with the Corporation's
consent, and elected to have the payment of his Basic Plan Benefit commence at
age fifty-five (55) in the form of a straight life annuity.

                  6.3 Upon the death of a Vested Former Participant while no
longer employed by the Corporation or an Affiliate, who has not attained age
fifty-five (55), his Surviving Spouse will be entitled to a Surviving Spouse's
Benefit under this Plan equal to fifty percent (50%) of the
<PAGE>   16
                                                                              16


Retirement Benefit that would have been provided from the Plan to the Vested
Former Participant at age fifty-five (55), taking into account whether the
Corporation consented to the termination.

                  6.4 Upon the death of a Participant or Vested Former
Participant, while employed by the Corporation or an Affiliate, who has
completed at least five (5), but less than ten (10) years of Credited Service
with the Corporation or an Affiliate and has attained age fifty-five (55), his
Surviving Spouse will be entitled to a Surviving Spouse's Benefit under this
Plan equal to fifty percent (50%) of the Retirement Benefit that would have been
provided from the Plan had the Participant or Vested Former Participant
terminated employment with the Corporation or an Affiliate on the date of his
death with the Corporation's consent and his Basic Plan Benefit commenced
immediately in the form of a straight life annuity.

                  6.5 Upon the death of a Vested Former Participant while he is
receiving Retirement Benefits, his Surviving Spouse shall receive a Surviving
Spouse's Benefit equal to fifty percent (50%) of the Retirement Benefit the
Vested Former Participant was receiving at the time of his death.

                  6.6 Except as provided in Section 6.8, the Surviving Spouse's
Benefit provided under Section 6.1, 6.4 and 6.5 will be payable monthly, will
commence as of the first day of the month coincident with or next following the
month in which the Participant or Vested Former Participant dies, and will
continue until the first day of the month in which the Surviving Spouse dies.

                  6.7 Except as provided in Section 6.8, the Surviving Spouse's
Benefit provided under Section 6.2 and 6.3 will be payable monthly, will
commence as of the first day of the month coincident with or next following the
month in which the Participant or Vested Former Participant would have attained
age fifty-five (55), and will continue until the first day of the month in which
the Surviving Spouse dies.

                  6.8 (a) If a Participant or a Vested Former Participant while
he was a Participant has made an Election under Section 4.5 or a Special
Election under Section 4.6 and such Election or Special Election is effective on
the date of such Participant's or Vested Former Participant's death, the
Surviving Spouse's Benefit payable to a Surviving Spouse of such Participant or
Vested Former Participant will be payable in the form or combination of forms of
payment so elected by such Participant or Vested Former Participant pursuant to
such Election or Special Election. The amount of any lump sum payment under this
Section 6.8 shall be the present value of the applicable portion of the
Surviving Spouse's Benefit payable under the Plan, and such present value shall
be determined using the actuarial assumptions set forth in Section 4.5(a). Any
lump sum distribution of a Surviving Spouse's Benefit under the Plan shall fully
satisfy all present and future Plan liability with respect to such Surviving
Spouse for such portion or all of such Surviving Spouse's Benefit so
distributed.
<PAGE>   17
                                                                              17


                      (b) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Surviving Spouse's Benefit is Ten
Thousand Dollars ($10,000) or less at the time such Surviving Spouse's Benefit
is payable under this Plan, such benefit shall be payable as a lump sum.

                      (c) Any portion of a Surviving Spouse's Benefit provided
under Section 6.1, 6.4 and 6.5 which is payable as an annuity shall be paid in
the manner and at such time as set forth in Section 6.6, and any such benefit
which is payable as a lump sum shall be paid sixty (60) days after the date when
annuity payments commence, or would commence if any portion of such Surviving
Spouse's Benefit were payable as an annuity as set forth in Section 6.6.

                      (d) Any portion of a Surviving Spouse's Benefit provided
under Section 6.2 and 6.3 which is payable as an annuity shall be paid in the
manner and at such time as set forth in Section 6.7, and any such benefit which
is payable as a lump sum shall be paid sixty (60) days after the date when
annuity payments commence, or would commence if any portion of such Surviving
Spouse's Benefit were payable as an annuity, as set forth in Section 6.7.

                  6.9 Notwithstanding the foregoing provisions of Section 6, the
amount of a Surviving Spouse's Benefit shall be reduced by one (1) percentage
point for each year (including a half year or more as a full year) in excess of
ten (10) that the age of the Participant or Vested Former Participant exceeds
the age of the Surviving Spouse.

                                    SECTION 7

                                    Committee

                  7.1 The Board and the Committee severally (and not jointly)
shall be responsible for the administration of the Plan. The Committee shall
consist of not less than three (3) nor more than seven (7) members, as may be
appointed by the Board from time to time. Any member of the Committee may resign
at will by notice to the Board or may be removed at any time (with or without
cause) by the Board.

                  7.2 The members of the Committee may, from time to time,
allocate responsibilities among themselves, and may delegate to any management
committee, employee, director or agent its responsibility to perform any act
hereunder, including, without limitation, those matters involving the exercise
of discretion, provided that such delegation shall be subject to revocation at
any time at its discretion.

                  7.3 The Committee (and its delegees) shall have the exclusive
authority to interpret the provisions of the Plan and construe all of its terms
(including, without limitation, all disputed and uncertain terms), to adopt,
amend, and rescind rules and regulations for the
<PAGE>   18
                                                                              18


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 Committee shall be conclusive and binding
upon all Participants, Former Participants, Vested Former Participants and
Surviving Spouses. All deference permitted by law shall be given to such
interpretations, determinations and actions.

                  7.4 Any action to be taken by the Committee 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 (1) Committee member and the secretary of the Committee shall be
sufficient evidence to any person of any action taken pursuant to the Plan.

                  7.5 Any person, corporation or other entity may serve in more
than one (1) fiduciary capacity under the Plan.


                                    SECTION 8

                                  Miscellaneous

                  8.1 The Board may, in its sole discretion, terminate, suspend
or amend this Plan at any time or from time to time, in whole or in part.
However, no termination, suspension or amendment of the Plan may adversely
affect a Participant's or Vested Former Participant's vested benefit under the
Plan, or a retired Participant's or Vested Former Participant's right or the
right of a Surviving Spouse to receive or to continue to receive a benefit in
accordance with the Plan as in effect on the date immediately preceding the date
of such termination, suspension or amendment.

                  8.2 Nothing contained herein will confer upon any Participant,
Former Participant or Vested Former Participant the right to be retained in the
service of the Corporation or any Affiliate, nor will it interfere with the
right of the Corporation or any Affiliate to discharge or otherwise deal with
Participants, Former Participants or Vested Former Participants with respect to
matters of employment without regard to the existence of the Plan.

                  8.3 Notwithstanding anything herein to the contrary, at any
time following the termination of service of a Participant or Vested Former
Participant, the Committee may authorize, under uniform rules applicable to all
Participants, Vested Former Participants and Surviving Spouses under the Plan, a
lump sum distribution of a Participant's, Vested Former Participant's and/or
Surviving Spouse's Retirement Benefit or Surviving Spouse's Benefit under the
Plan in an amount equal to the present value of such Retirement Benefit or
Surviving Spouse's Benefit, using the actuarial assumptions then in use for
funding purposes under The Dun & Bradstreet Corporation Retirement Account, in
full satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and/or Surviving Spouse, if the amount of
such present value is less than Two Hundred Fifty Thousand Dollars
<PAGE>   19
                                                                              19


($250,000). Such lump sum distribution may be made without the consent of the
Participant, Vested Former Participant or Surviving Spouse.

                  8.4 (a) Notwithstanding anything in this Plan to the contrary,
if a Participant has less than five (5) years of Credited Service at the time of
a Change in Control, and as a result of the Change in Control, and before he
completes five (5) years of Credited Service, (i) the Plan is terminated, (ii)
the Participant is removed from further participation in the Plan, or (iii) the
Participant is terminated as a result of action initiated directly or indirectly
by the Corporation or any Affiliate, such Participant shall be entitled to a
Benefit of twenty percent (20%) of his Average Final Compensation and the
Corporation will remain obligated to pay all benefits under the Plan.

                      (b) Notwithstanding anything in this Plan to the contrary,
upon the occurrence of a Change in Control,

                          (i) no reduction shall be made in a Participant's or
Vested Former Participant's Retirement Benefit, notwithstanding his termination
of employment or Retirement prior to age sixty (60) without the Corporation's
consent;

                          (ii) the provisions of Section 3.3(i) and (ii) shall
not apply to any Participant, Vested Former Participant or Surviving Spouse;

                          (iii) each Participant and Vested Former Participant
already receiving a Retirement Benefit under the Plan shall receive a lump sum
distribution of his unpaid Retirement Benefit and, if he is married, his
Surviving Spouse's Benefit under the Plan within thirty (30) days of the Change
of Control in an amount equal to the present value of such Retirement Benefit
and Surviving Spouse's Benefit in full satisfaction of all present and future
Plan liability with respect to such Participant, Vested Former Participant and
Surviving Spouse, if any, and each Surviving Spouse already receiving a
Surviving Spouse's Benefit under the Plan shall receive a lump sum distribution
of his unpaid Surviving Spouse's Benefit at the same time in an amount equal to
the present value of such Surviving Spouse's Benefit in full satisfaction of
Plan liability to such Surviving Spouse;

                          (iv) each Vested Former Participant who is not already
receiving a Retirement Benefit under the Plan shall receive a lump sum
distribution of his unpaid Retirement Benefit and, if he is married, his
Surviving Spouse's Benefit within thirty (30) days of the Change in Control in
an amount equal to the present value of such Retirement Benefit and Surviving
Spouse's Benefit, and each Surviving Spouse of either a Vested Former
Participant or a Participant with five (5) or more years of Credited Service who
is not already receiving a Surviving Spouse's Benefit under the Plan shall
receive a lump sum distribution of his unpaid Surviving Spouse's Benefit at the
same time in amount equal to the present value of such Surviving Spouse's
Benefit;
<PAGE>   20
                                                                              20


                          (v) each Participant with less than five (5) years of
Credited Service who is entitled to a benefit under Section 8.4(a) shall receive
a lump sum distribution of the present value of such Retirement Benefit within
thirty (30) days from the earlier of the date the Plan is terminated, the date
he is removed from further participation in the Plan, or the date his employment
with the Corporation is terminated, and of his Surviving Spouse's Benefit based
upon the amount of such Retirement Benefit if he is married on the applicable
date; and

                          (vi) each Participant who is not included in (v) above
and who is not already receiving a Retirement Benefit under the Plan shall
receive

                               (A) within thirty (30) days of the later to occur
of the date of such Change in Control or the date he completes five (5) years of
Credited Service, a lump sum distribution of the present value of his accrued
Retirement Benefit under the Plan as of the applicable date and, if he is
married on such date, the present value of his Surviving Spouse's Benefit, and

                               (B) within thirty (30) days from the earliest of
the date of his Retirement or termination of employment with the Corporation,
the date the Plan is terminated or the date he is removed from further
participation in the Plan, a lump sum distribution of the present value of his
additional Retirement Benefit accrued after the applicable event in (A) computed
as of the applicable date herein set forth in (B) and, if he is married on such
applicable date, the present value of his surviving Spouse's Benefit.

In determining the amount of the lump sum distributions to be paid under this
Section 8.4, the following actuarial assumptions shall be used: (I) the interest
rate used shall be the interest rate used by the Pension Benefit Guaranty
Corporation for determining the value of immediate annuities as of January 1st
of either the year of the occurrence of the Change in Control or the
Participant's retirement or termination of employment, whichever is applicable,
(II) the 1983 Group Annuity Mortality Table shall be used; and (III) it shall be
assumed that all Participants retired or terminated employment with the
Corporation on the date of the occurrence of the Change in Control and with the
Corporation's consent for purposes of determining the amount of the lump sum
distribution to be paid upon the occurrence of the Change in Control.

                  8.5 (a) The Plan is unfunded, and the Corporation will make
Plan benefit payments solely on a current disbursement basis, provided, however,
that the Corporation reserves the right to purchase insurance contracts, which
may or may not be in the name of a Participant or Vested Former Participant, or
establish one or more trusts to provide alternative sources of benefit payments
under this Plan, provided, further, however, that upon the occurrence of a
"Potential Change in Control" the appropriate officers of the Corporation are
authorized to make such contributions to such trust or trusts as are necessary
to fund the lump sum distributions to Plan Participants required pursuant to
Section 8.4 of this Plan in the event of a Change in Control. In determining the
amount of the necessary contribution to the trust or trusts in the event of a
Potential Change in Control, the following actuarial assumptions shall be used:
<PAGE>   21
                                                                              21


                          (i) the interest rate used shall be the interest rate
used by the Pension Benefit Guaranty Corporation for determining the value of
immediate annuities as of January 1st of the year of the occurrence of the
Potential Change in Control,

                          (ii) the 1983 Group Annuity Mortality Table shall be
used; and

                          (iii) it shall be assumed that all Participants will
retire or terminate employment with the Corporation as soon as practicable after
the occurrence of the Potential Change in Control and with the Corporation's
consent.

The existence of any such insurance contracts, trust or trusts shall not relieve
the Corporation of any liability to make benefit payments under this Plan, but
to the extent any benefit payments are made from any such insurance contract in
the name of the Corporation or any Affiliate or from any such trust, such
payment shall be in satisfaction of and shall reduce the Corporation's
liabilities under this Plan. Further, in the event of the Corporation's
bankruptcy or insolvency, all benefits accrued under this Plan shall immediately
become due and payable in a lump sum and all Participants, Vested Former
Participants and Surviving Spouses shall be entitled to share in the
Corporation's assets in the same manner and to the same extent as general
unsecured creditors of the Corporation.

                  (b) Members and Vested Former Members shall have the status of
general unsecured creditors of the Corporation and this Plan constitutes a mere
promise by the Corporation to make benefit payments at the time or times
required hereunder. It is the intention of the Corporation that this Plan be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended and any trust created by the Corporation
in meeting its obligations under the Plan shall meet the requirements necessary
to retain such unfunded status.

                  8.6 If any dispute arises under the Plan between the
Corporation and a Participant, Former Participant, Vested Former Participant or
Surviving Spouse (collectively or individually referred to as "Participant" in
this Section 8.6) as to the amount or timing of any benefit payable under the
Plan or as to the persons entitled thereto, such dispute shall be resolved by
binding arbitration proceedings initiated by either party to the dispute in
accordance with the rules of the American Arbitration Association and the
results of such proceedings shall be conclusive on both parties and shall not be
subject to judicial review. If the disputed benefits involve the benefits of a
Participant who is no longer employed by the Corporation or any Affiliate, the
Corporation shall pay or continue to pay the benefits claimed by the Participant
until the results of the arbitration proceedings are determined unless such
claim is patently without merit; provided, however, that if the results of the
arbitration proceedings are adverse to the Participant, then in such event the
recipient of the benefits shall be obligated to repay the excess benefits to the
Corporation. The Corporation expressly acknowledges that the amounts payable
under the Plan are necessary to the livelihood of Participants and their family
members and that any refusal or neglect to pay benefits under the preceding
sentence prior to the resolution of any dispute shall be prima facie evidence of
bad faith on its part and will be conclusive
<PAGE>   22
                                                                              22


grounds for an arbitration award resulting in an immediate lump sum payment to
the Participant, of the Participant's benefits under the Plan then due and
payable to him, unless the arbitrator determines that the claim for the disputed
benefits was without merit. The amount of such lump sum payment shall be equal
to the then actuarial value of such benefits calculated by utilizing the
actuarial assumptions then in use for funding purposes under The Dun &
Bradstreet Corporation Retirement Account. In addition, in the event of any
dispute covered by this Section 8.6 the Corporation agrees to pay the entire
costs of any arbitration proceeding or legal proceeding brought hereunder,
including the fees and expenses of counsel and pension experts engaged by a
Participant and that such expenses shall be reimbursed promptly upon evidence
that such expenses have been incurred without awaiting the outcome of the
arbitration proceedings; provided, however, that such costs and expenses shall
be repaid to the Corporation by the recipient of same if it is finally
determined by the arbitrators that the position taken by such person was without
merit.

                  8.7 To the maximum extent permitted by law, no benefit under
the Plan shall be assignable or subject in any manner to alienation, sale,
transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

                  8.8 The Corporation may withhold from any benefit under the
Plan an amount sufficient to satisfy its tax withholding obligations.

                  8.9 The Plan is established under and will be construed
according to the laws of the State of New York.

                  8.10 Notwithstanding anything in this Plan to the contrary, in
accordance with the terms of Article IV of the Employee Benefits Agreement dated
as of October 28, 1996, among the Corporation, Cognizant Corporation
("Cognizant") and ACNielsen Corporation ("ACNielsen") ("Cognizant EBA"):

                       (a) Following the Effective Time (as such term is defined
in the Cognizant EBA) of the reorganization of the Corporation's businesses
referred to therein, the Corporation shall retain liability for benefits under
this Plan of ACNielsen Employees (as such term is defined in the Cognizant EBA)
and Cognizant Employees (as such term is defined in the Cognizant EBA) who were
participants in this Plan immediately prior to the Effective Time (the
"Cognizant and ACNielsen SEBP Participants") to the extent that, prior to the
Effective Time, such benefits were accrued and to which such participants had
earned vested rights hereunder;

                       (b) Solely with respect to determining the level of
benefits payable under this Plan, Cognizant and ACNielsen shall have the
authority to consent to the termination of employment prior to age sixty (60) of
a Cognizant or ACNielsen SEBP Participant from the Cognizant Group (as such term
is defined in the Cognizant EBA) or the ACNielsen Group (as such term is defined
in the Cognizant EBA), as the case may be;
<PAGE>   23
                                                                              23


                       (c) Benefits under this Plan shall not become payable to
a Cognizant or ACNielsen SEBP Participant until such participant terminates
employment from the Cognizant Group or the ACNielsen Group (as the case may be);

                       (d) Employment of a Cognizant or ACNielsen SEBP
Participant by a member of the Cognizant Group or the ACNielsen Group (as the
case may be) after the Effective Time shall not be deemed a violation of the
noncompetition clauses of Section 3.3 of this Plan; and

                       (e) Cognizant and ACNielsen SEBP Participants who
participated in this Plan immediately prior to the Effective Time shall receive
a distribution hereunder, based on their notional elective deferrals through the
Effective Time, at the time distributions are otherwise made under the Plan.

                  8.11 Notwithstanding anything in this Plan to the Contrary, in
accordance with the terms of Article IV of the Employee Benefits Agreement dated
as of June 30, 1998, between the Corporation and The New Dun & Bradstreet
Corporation ("RHD EBA"):

                       (a) Following the Effective Time (as such term is defined
in the RHD EBA) of the reorganization of the Corporation's businesses referred
to therein, the Corporation shall retain liability for benefits under this Plan
of those persons who, immediately after the Effective Time, are employed by R.H.
Donnelly Inc. ("RHD") or any member of the RHD Group (as such term is defined in
the RHD EBA) who were participants in this Plan immediately prior to the
Effective Time (the "RHD SEBP Participants") to the extent that, prior to the
Effective Time, such benefits were accrued and to which such participants had
earned vested rights hereunder;

                       (b) Solely with respect to determining the level of
benefits payable under this Plan, RHD shall have the authority to consent to the
termination of employment prior to age sixty (60) of an RHD SEBP Participant
from the RHD Group;

                       (c) Benefits under this Plan shall not become payable to
an RHD SEBP Participant until such participant terminates employment from the
RHD Group;

                       (d) Employment of an RHD SEBP Participant by the RHD
Group after the Effective Time, shall not be deemed a violation of the
noncompetition clauses of Section 3.3 of this Plan; and

                       (e) RHD SEBP Participants who participated in this Plan
immediately prior to the Effective Time shall receive a distribution hereunder,
based on their notional elective deferrals through the Effective Time, at the
time distributions are otherwise made under the Plan.