<PAGE>

                        THE OFFICIAL INFORMATION COMPANY

                  CORPORATE EXECUTIVE EQUITY APPRECIATION PLAN

1.   Purpose. The purpose of this Corporate Executive Equity Appreciation Plan
     is to motivate and retain the Director of Business Development, the Chief
     Financial Officer and the General Counsel of TOIC to attain the TOIC
     Group's primary long-term performance goals.

2.   Definitions. As used in the Plan, the following terms shall have the
     indicated meanings:

     "Administrator" means TOIC's board of directors or any committee or
     individual appointed by the board of directors as Administrator of the
     Plan.

     "Base Amount" means $59.6 million.

     "Cause" means (a) conviction of a felony; (b) fraud, embezzlement or other
     misappropriation by Participant of funds or property of a member of the
     TOIC Group; (c) a breach of any of the Participant's fiduciary duties as an
     employee of a member of the TOIC Group; (d) any gross misconduct of the
     Participant which is injurious in any material respect to any member of the
     TOIC Group; or (e) Participant's failure to perform in any material respect
     the obligations under his Employment Agreement with TOIC

     "Change-in-Control" means a sale of a common equity interest of 50% or more
     in TOIC to persons who are not affiliates of VS&A Communications Partners
     II, L.P. ("VS&A"), or a merger of TOIC with, or a sale of all or
     substantially all of the assets of the TOIC Group to, any other entity in
     which VS&A does not in the aggregate own at least 50% of the equity
     interests; provided, however, that a Change-in-Control shall not be deemed
     to have occurred if, following a sale of common equity interests of TOIC
     pursuant to a public offering, VS&A and its affiliates continue to have a
     controlling interest in TOIC, even though such interest may constitute less
     than 50% of the equity interests of TOIC.

     "Closing Value" means:

     (i)    in the event a Participant's employment is terminated on account of
            death, disability or termination by a member of the TOIC Group
            without Cause (each, a "Qualified Termination Event"), an amount
            equal to the Fair Market Value as of the date of such Qualified
            Termination Event; or

     (ii)   in the event of a Change in Control prior to a Qualified Termination
            Event, an amount equal to the Fair Market Value as of the effective
            date of the Change in Control.

     "Equity Appreciation Unit" means a hypothetical unit of interest in the
     TOIC Group granted to a Participant.

<PAGE>

     "Fair Market Value" means, on any day, the fair market value of the equity
     of the TOIC Group as determined by the Administrator in its sole
     discretion.

     "Fiscal Year" means the period beginning on January 1 and ending on
     December 31.

     "Participant" means the Director of Business Development, the Chief
     Financial Officer or the General Counsel of TOIC.

     "Person" means any individual, partnership, firm, trust, corporation,
     limited liability company or other similar entity.

     "Plan" means this Corporate Executive Equity Appreciation Plan.

     "TOIC" means The Official Information Company, a Delaware corporation, or
     any successor thereto.

     "TOIC Group" means TOIC and any entity in which TOIC and its shareholders
     own all of the preferred and common equity interests.

3.   Administration. The Plan shall be administered by the Administrator.
     Subject to the provisions of the Plan, the Administrator shall have the
     authority to establish from time to time regulations for the administration
     of the Plan, interpret the Plan, delegate in writing administrative matters
     to employees or other persons, and make such other determinations and take
     such other action as it deems necessary or advisable for the administration
     of the Plan. All decisions, actions and interpretations of the
     Administrator shall be final, conclusive and binding upon all parties.

4.   Participation. The Participants in the Plan shall be limited to the
     Director of Business Development, the Chief Financial Officer and the
     General Counsel of TOIC.

5.   Equity Appreciation Units Subject to the Plan. Equity Appreciation Units
     may be granted by the Administrator to a Participant from time to time,
     provided that not more than an aggregate of 28,000 Equity Appreciation
     Units may be granted under the Plan.

6.   Vesting of Equity Appreciation Units. Except as otherwise provided in the
     Plan:

     (a)    Vesting. 20% of the Equity Appreciation Units granted to a
            Participant shall vest on the last day of each Fiscal Year after the
            date of the award (in the case of Equity Appreciation Units granted
            on January 1, 1998, beginning with December 31, 1998, and in the
            case of Equity Appreciation Units granted on December 31, 1999,
            beginning with December 31, 1999) provided that a Participant is an
            employee of a member of the TOIC Group on that date.



                                       2
<PAGE>

     (b)    Vesting Upon a Change of Control. Notwithstanding the foregoing, all
            of the Equity Appreciation Units of a Participant shall vest upon
            the effective date of Change of Control provided that a Participant
            is an employee of a member of the TOIC Group on that date.

     (c)    Vesting Upon Termination in Connection with an IPO. In the event
            that a Participant's employment is terminated by a member of the
            TOIC Group in anticipation of or upon an initial public offering of
            a member of the TOIC Group, all of the Equity Appreciation Units of
            a Participant shall vest upon the date of such termination.

7.   Entitlement to Payments Under the Plan.

     (a)    Qualified Termination Event. If a Participant's employment is
            terminated on account of a Qualified Termination Event, the
            Participant shall be entitled to receive from the shareholders of
            TOIC, in full payment of all amounts payable to the Participant
            under the Plan, an amount equal to (i) the excess of the Closing
            Value over the Base Amount multiplied by (ii) the quotient obtained
            by dividing the number of vested Equity Appreciation Units held by
            the Participant as of the effective date of termination by one
            million. Payment of the amount to which the Participant is entitled
            shall be deferred until, and shall be paid (without interest) within
            thirty business days after, the occurrence of a Change in Control,
            unless the Administrator, in its sole discretion, elects to pay the
            Participant earlier. In the event of the death of a Participant
            after termination of his employment and prior to payment, the
            payment shall be made to such beneficiary as the Participant may
            have designated in writing during his or her lifetime or, if none,
            to his or her estate.

     (b)    Change in Control. If there is a Change in Control, each Participant
            shall be entitled to receive from the shareholders of TOIC, in full
            payment of all amounts payable to the Participant under the Plan, an
            amount, payable in cash within thirty days after the effective date
            of the Change in Control, equal to (i) the excess of the Closing
            Value over the Base Amount multiplied by (ii) the quotient obtained
            by dividing the number of vested Equity Appreciation Units held by
            the Participant as of the effective date of the Change in Control by
            one million. TOIC shall give each Participant written notice of the
            Change in Control as promptly as practicable thereafter.

     (c)    Termination of Employment for Cause or Voluntary Termination. If a
            Participant's employment is terminated for Cause or a Participant
            voluntary terminates his employment, all Equity Appreciation Units
            granted to that Participant under the Plan, whether or not vested,
            shall be forfeited and the Participant shall not be entitled to any
            payment with respect to those Units.

8.   Other Terms and Conditions of Equity Appreciation Units.


                                       3
<PAGE>

     (a)    Agreements. Each Equity Appreciation Unit granted under the Plan
            shall be evidenced by a written agreement, in form approved and
            executed by the Administrator, which shall be subject to the terms
            and conditions of the Plan and to such other terms and conditions
            (including covenants by the employee not-to-compete or hire
            employees of any member of the TOIC Group) as the Administrator may
            consider appropriate.

     (b)    Adjustments in Event of Change in Units. In the event of any
            issuance of new equity, capital raising, recapitalization,
            reorganization, merger, consolidation, split-up, or of any similar
            change affecting the equity interest in any member of the TOIC
            Group, the number and terms of the Equity Appreciation Units
            (whether or not then outstanding) and the Base Amount shall be
            appropriately adjusted consistent with those changes and in such
            manner as the Administrator may determine equitable to prevent
            dilution or enlargement of the rights of Participants in the Plan.

     (c)    Participants Not to Have Rights as Partners. No Participant shall
            be, or have any rights as, a shareholder or member of any member of
            the TOIC Group by virtue of having been granted Equity Appreciation
            Units.

     (d)    Plan and Equity Appreciation Units Not to Confer Certain Rights.
            Neither the Plan nor any action taken under the Plan shall be
            construed as giving any employee the right to be retained in the
            employ of a member of the TOIC Group or shall interfere in any way
            with the Administrator's right to terminate any Participant's
            employment at any time with or without Cause, whether or not there
            are then pending negotiations with respect to any transaction that
            would give rise to a payment to the employee under the Plan. In
            addition, nothing in the Plan or any agreement evidencing the grant
            of Equity Appreciation Rights shall limit the Administrator's right
            to determine in its sole discretion the terms of any such
            transaction or limit the Administrator's right to manage the
            business and affairs of TOIC and the other members of the TOIC Group
            or give any Participant any claim against the TOIC or any such other
            entity with respect to any good faith decision relating to the
            business or affairs of TOIC or any other member of the TOIC Group
            (whether or not that decision affects any payment to which the
            employee would be entitled under the agreement).

9.   No Claim or Right Under the Plan. No employee shall at any time have the
     right to be selected as a Participant in the Plan or, having been selected
     as a Participant and granted an Equity Appreciation Unit, to be granted any
     additional Equity Appreciation Unit.

10.  Disposition of Equity Appreciation Units. Neither all nor any portion of
     the Equity Appreciation Units granted under the Plan nor any economic
     interest therein may be sold, conveyed, transferred, assigned, mortgaged,
     pledged, hypothecated or in any way otherwise

                                       4
<PAGE>

     encumbered or disposed of (each, a "Disposition") to any Person. Any
     attempted Disposition shall be null and void and have no effect.

11.  Taxes. TOIC may make such provisions and take such steps as the
     Administrator may determine necessary or appropriate for the withholding of
     all federal, state, local and other taxes required by law to be withheld
     with respect to Equity Appreciation Units under the Plan, including, but
     not limited to, deduction of the amount of withholding taxes from the
     amount otherwise payable to a Participant under the Plan.

12.  No Liability. No officer, director or shareholder of the Administrator
     shall be personally liable to any employee of TOIC or any other member of
     the TOIC Group by reason of any action taken on behalf of the Administrator
     in connection with the Plan or for any mistake of judgment made in good
     faith with respect to the Plan.

13.  General Creditor Status. All payments from the Plan shall be made by the
     shareholders of TOIC (who are also members of the other members of the TOIC
     Group) from the amounts received by them on a Change of Control (net of any
     withholding taxes referred to in Paragraph 11) and no special or separate
     fund shall be established to assure payment with respect to any Equity
     Appreciation Units.

14.  Amendment or Termination. The Administrator may, with prospective or
     retroactive effect, amend, suspend or terminate the Plan or any portion of
     the Plan at any time, except that no such amendment, suspension or
     termination shall deprive any Participant of any right with respect to any
     Equity Appreciation Unit granted under the Plan unless a Participant shall
     consent in writing to the amendment, suspension or termination.

15.  Captions. The captions preceding the sections of the Plan have been
     included solely as a matter of convenience and shall not in any manner
     define or limit the scope or intent of any provision of the Plan.

16.  Governing Law. The Plan and all rights under the Plan shall be governed by
     and construed in accordance with the law of the State of New York
     applicable to agreements made and to be performed entirely within New York.

17.  Effective Date. The Plan shall become effective as of January 1, 1998 (as
     amended effective as of December 31, 1999).




                                       5