<PAGE>   1
                                                                   EXHIBIT 10(g)




                           1996 ACNIELSEN CORPORATION
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN


1.    PURPOSE OF THE PLAN

            The purpose of the Plan is to aid the Company in attracting,
retaining and compensating non-employee directors and to enable them to increase
their ownership of Shares. The Plan will be beneficial to the Company and its
stockholders since it will allow non-employee directors of the Board to have a
greater personal financial stake in the Company through the ownership of Shares,
in addition to underscoring their common interest with stockholders in
increasing the value of the Shares on a long-term basis.


2.    DEFINITIONS

      The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

            (a)   Act: The Securities Exchange Act of 1934, as amended, or any
                  successor thereto.

            (b)   Award: An Option or Share of Restricted Stock granted pursuant
                  to the Plan.

            (c)   Beneficial Owner: As such term is defined in Rule 13d-3 under
                  the Act (or any successor rule thereto).

            (d)   Board: The Board of Directors of the Company.

            (e)   Change in Control: The occurrence of any of the following
                  events:

                  (i) any Person (other than the Company, any trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any company owned, directly or indirectly, by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company),
                  becomes the Beneficial Owner, directly or indirectly, of
                  securities of the Company representing 20% or more of the
                  combined voting power of the Company's then-outstanding
                  securities;

                  (ii) during any period of twenty-four months (not including
                  any period prior to the Effective Date), individuals who at
                  the beginning of such period constitute the Board, and any new
                  director (other than (A) a director nominated by a Person who
                  has entered into an agreement with the Company to 
<PAGE>   2
                                                                               2


                  effect a transaction described in Sections 2(e)(i), (iii) or
                  (iv) of the Plan, (B) a director nominated by any Person
                  (including the Company) who publicly announces an intention to
                  take or to consider taking actions (including, but not limited
                  to, an actual or threatened proxy contest) which if
                  consummated would constitute a Change in Control or (C) a
                  director nominated by any Person who is the Beneficial Owner,
                  directly or indirectly, of securities of the Company
                  representing 10% or more of the combined voting power of the
                  Company's securities) whose election by the Board or
                  nomination for election by the Company's stockholders was
                  approved in advance by a vote of at least two-thirds (2/3) of
                  the directors then still in office who either were directors
                  at the beginning of the period or whose election or nomination
                  for election was previously so approved, cease for any reason
                  to constitute at least a majority thereof;

                  (iii) the stockholders of the Company approve any transaction
                  or series of transactions under which the Company is merged or
                  consolidated with any other company, other than a merger or
                  consolidation (A) which would result in the voting securities
                  of the Company outstanding immediately prior thereto
                  continuing to represent (either by remaining outstanding or by
                  being converted into voting securities of the surviving
                  entity) more than 66 2/3% of the combined voting power of the
                  voting securities of the Company or such surviving entity
                  outstanding immediately after such merger or consolidation and
                  (B) after which no Person holds 20% or more of the combined
                  voting power of the then-outstanding securities of the Company
                  or such surviving entity; or

                  (iv) the stockholders of the Company approve a plan of
                  complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

            (f)   Code: The Internal Revenue Code of 1986, as amended, or any
                  successor thereto.

            (g)   Committee: The Compensation Committee of the Board.

            (h)   Company: ACNielsen Corporation, a Delaware corporation.
<PAGE>   3
                                                                               3


            (i)   D&B: The Dun & Bradstreet Corporation, a Delaware corporation.

            (j)   Disability: Inability to continue to serve as a non-employee
                  director of the Board due to a medically determinable physical
                  or mental impairment which constitutes a permanent and total
                  disability, as determined by the Committee (excluding any
                  member thereof whose own Disability is at issue in a given
                  case) based upon such evidence as it deems necessary and
                  appropriate. A Participant shall not be considered disabled
                  unless he or she furnishes such medical or other evidence of
                  the existence of the Disability as the Committee, in its sole
                  discretion, may require.

            (k)   Effective Date: The date on which the Plan takes effect, as
                  defined pursuant to Section 13 of the Plan.

            (l)   Fair Market Value: On a given date, the arithmetic mean of the
                  high and low prices of the Shares as reported on such date on
                  the Composite Tape of the principal national securities
                  exchange on which such Shares are listed or admitted to
                  trading, or, if no Composite Tape exists for such national
                  securities exchange on such date, then on the principal
                  national securities exchange on which such Shares are listed
                  or admitted to trading, or, if the Shares are not listed or
                  admitted on a national securities exchange, the arithmetic
                  mean of the per Share closing bid price and per Share closing
                  asked price on such date as quoted on the National Association
                  of Securities Dealers Automated Quotation System (or such
                  market in which such prices are regularly quoted), or, if
                  there is no market on which the Shares are regularly quoted,
                  the Fair Market Value shall be the value established by the
                  Committee in good faith. If no sale of Shares shall have been
                  reported on such Composite Tape or such national securities
                  exchange on such date or quoted on the National Association of
                  Securities Dealers Automated Quotation System on such date,
                  then the immediately preceding date on which sales of the
                  Shares have been so reported or quoted shall be used.

            (m)   Option: A stock option granted pursuant to Section 6 of the
                  Plan.

            (n)   Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 6(b) of the Plan.
<PAGE>   4
                                                                               4


            (o)   Participant: Any director of the Company who is not an
                  employee of the Company or any Subsidiary of the Company as of
                  the date that an Award is granted.

            (p)   Person: As such term is used for purposes of Section 13(d) or
                  14(d) of the Act (or any successor section thereto).

            (q)   Plan: The 1996 ACNielsen Corporation Non-Employee Directors'
                  Stock Incentive Plan.

            (r)   Restricted Stock: A Share of restricted stock granted pursuant
                  to Section 7 of the Plan.

            (s)   Retirement: Termination of service with the Company after such
                  Participant has attained age 70, regardless of the length of
                  such Participant's service; or, with the prior written consent
                  of the Committee (excluding any member thereof whose own
                  Retirement is at issue in a given case), termination of
                  service at an earlier age after the Participant has completed
                  six or more years of service with the Company.

            (t)   Shares: Shares of common stock, par value $0.01 per share, of
                  the Company.

            (u)   Spinoff Date: The date on which the Shares that are owned by
                  D&B are distributed to the holders of record of shares of D&B.

            (v)   Subsidiary: A subsidiary corporation, as defined in Section
                  424(f) of the Code (or any successor section thereto).


3.    SHARES SUBJECT TO THE PLAN

            The total number of Shares which may be issued under the Plan is
300,000. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Awards or the payment of cash upon exercise of
an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are (a) withheld pursuant to Section 6(d)(iv) of the
Plan or (b) subject to Awards which terminate or lapse may be granted again
under the Plan.


4.    ADMINISTRATION

            The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two "non-
<PAGE>   5
                                                                               5


employee directors" within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto). The Committee is authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors).


5.    ELIGIBILITY

            All Participants shall be eligible to participate under this Plan.


6.    TERMS AND CONDITIONS OF OPTIONS

            Options granted under the Plan shall be non-qualified stock options
for federal income tax purposes, as evidenced by the related Option agreements,
and shall be subject to the foregoing and the following terms and conditions and
to such other terms and conditions, not inconsistent therewith, as the Committee
shall determine:

            (a) Grants. A Participant may receive, on such dates as determined
by the Committee in its sole discretion, grants consisting of such number of
Options as determined by the Committee in its sole discretion.

            (b) Option Price. The Option Price per Share shall be determined by
the Committee, but shall not be less than 100% of the Fair Market Value of the
Shares on the date an Option is granted.

            (c) Exercisability. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.

            (d) Exercise of Options. Except as otherwise provided in the Plan or
in a related Option agreement, an Option may be exercised for all, or from time
to time any part, of the Shares for which it is then exercisable. For purposes
of Section 6 of the Plan, the exercise date of an Option shall be the later of
the date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant 
<PAGE>   6
                                                                               6


to clauses (i), (ii) or (iii) in the following sentence. The purchase price for
the Shares as to which an Option is exercised shall be paid to the Company in
full at the time of exercise at the election of the Participant (i) in cash,
(ii) in Shares having a Fair Market Value equal to the aggregate Option Price
for the Shares being purchased and satisfying such other requirements as may be
imposed by the Committee, (iii) partly in cash and partly in such Shares, (iv)
through the withholding of Shares (which would otherwise be delivered to the
Participant) with an aggregate Fair Market Value on the exercise date equal to
the aggregate Option Price or (v) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate Option Price for the Shares being purchased. No Participant shall
have any rights to dividends or other rights of a stockholder with respect to
Shares subject to an Option until the Participant has given written notice of
exercise of the Option, paid in full for such Shares and, if applicable, has
satisfied any other conditions imposed by the Committee pursuant to the Plan.

            (e) Exercisability Upon Termination of Service by Death. If a
Participant's service with the Company and its Subsidiaries terminates by reason
of death after the date of grant of an Option, (i) the unexercised portion of
such Option shall immediately vest in full and (ii) such portion may thereafter
be exercised during the shorter of (A) the remaining stated term of the Option
or (B) five years after the date of death.

            (f) Exercisability Upon Termination of Service by Disability or
Retirement. If a Participant's service with the Company and its Subsidiaries
terminates by reason of Disability or Retirement after the date of grant of an
Option, (i) the unexercised portion of such Option shall immediately vest in
full and (ii) such portion may thereafter be exercised during the shorter of (A)
the remaining stated term of the Option or (B) five years after the date of such
termination of service; provided, however, that if a Participant dies within a
period of five years after such termination of service, the unexercised portion
of the Option may thereafter be exercised, during the shorter of (i) the
remaining stated term of the Option or (ii) the period that is the longer of (A)
five years after the date of such termination of service or (B) one year after
the date of death.

            (g) Effect of Other Termination of Service. If a Participant's
service with the Company and its Subsidiaries terminates for any reason other
than death, Disability or Retirement after the date of grant of an Option as
described above, the unexercised portion of an Option may thereafter be
exercised during the period ending ninety days after the date of such
termination of service, but only to the extent to which such Option was
exercisable at the time of such termination of service.
<PAGE>   7
                                                                               7


7.    TERMS AND CONDITIONS OF RESTRICTED STOCK

            Restricted Stock granted under the Plan shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

            (a) Grants. A Participant may receive, on such dates as determined
by the Committee in its sole discretion, grants consisting of such amounts of
Restricted Stock as determined by the Committee in its sole discretion.

            (b) Restrictions. Restricted Stock granted under the Plan may not be
sold, transferred, pledged, assigned or otherwise disposed of under any
circumstances; provided, however, that the foregoing restrictions shall elapse
at such time and upon such terms and conditions as may be specified by the
Committee in the related Award agreement(s).

            (c) Acceleration. Notwithstanding anything in the Plan to the
contrary, (i) the restrictions set forth in Section 7(b) of the Plan shall
automatically elapse in the event that a Participant terminates service with the
Company as a result of death or Disability and (ii) the Committee (excluding any
member thereof whose own Award is at issue in a given case) may, in its sole
discretion, accelerate the elapsing of the restrictions set forth in Section
7(b) of the Plan in the event that a Participant terminates service with the
Company for any other reason. In the absence of such acceleration, all Shares of
Restricted Stock as to which restrictions have not previously elapsed pursuant
to Section 7(b) of the Plan shall be forfeited upon the termination of a
Participant's service with the Company for reasons other than death or
Disability.


8.    ADJUSTMENTS UPON CERTAIN EVENTS

            Notwithstanding any other provisions in the Plan to the contrary,
the following provisions shall apply to all Awards granted under the Plan:

            (a) Generally. In the event of any change in the outstanding Shares
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any
other affected terms of such Awards.
<PAGE>   8
                                                                               8


            (b) Change in Control. In the event of a Change in Control, the
Committee in its sole discretion and without liability to any person may take
such actions, if any, as it deems necessary or desirable with respect to any
Award (including, without limitation, (i) the acceleration of an Award, (ii) the
payment of a cash amount in exchange for the cancellation of an Award and/or
(iii) the requiring of the issuance of substitute Awards that will substantially
preserve the value, rights and benefits of any affected Awards previously
granted hereunder) as of the date of the consummation of the Change in Control.


9.    SUCCESSORS AND ASSIGNS

            The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.


10.   AMENDMENTS OR TERMINATION

            The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
rights of any Participant under any Award theretofore granted without such
Participant's consent.


11.   NONTRANSFERABILITY OF AWARDS

            An Award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution. During the
lifetime of a Participant, an Award shall be exercisable only by such
Participant. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the
Participant. Notwithstanding anything to the contrary herein, the Committee, in
its sole discretion, shall have the authority to waive this Section 11 (or any
part thereof) to the extent that this Section 11 (or any part thereof) is not
required under the rules promulgated under any law, rule or regulation
applicable to the Company.


12.   CHOICE OF LAW

            The Plan shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
in the State of New York.
<PAGE>   9
                                                                               9


13.   EFFECTIVENESS OF THE PLAN

            The Plan shall be effective as of the Spinoff Date.