RESTRICTED STOCK AGREEMENT
                      UNDER THE 1996 COGNIZANT CORPORATION
                  NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN

This restricted stock agreement (the "Award Agreement") confirms the restricted
stock award (the "Award") made on November 15, 1996 by The Compensation and
Benefits Committee (the "Committee") of the Board of Directors of COGNIZANT
CORPORATION (the "Company") to:

                          Director (the "Participant")

of 898 shares of the Company's common stock, par value $0.01 per share (the
"Restricted Stock"). The Restricted Stock is awarded in accordance with and are
subject to all the terms and conditions of the 1996 Cognizant Corporation
Non-Employee Directors' Stock Incentive Plan (the "Plan"), which Plan is
incorporated herein by reference.

Certificates issued in respect of the Restricted Stock shall be registered in
the name of the Participant and shall bear the following legend, or any other
similar legend as may be required by the Company:

       "The transferability of this certificate and the shares of stock
       represented hereby is subject to the terms and conditions (including
       forfeiture) of the 1996 Cognizant Corporation Non-Employee Directors'
       Stock Incentive Plan and an agreement entered into between the registered
       owner and Cognizant Corporation. Copies of such Plan and the agreement
       are on file in the office of the Secretary of Cognizant Corporation."

Except as otherwise provided in this Award Agreement and the Plan, the
Participant shall have all the rights of a shareholder of the Company with
respect to the Restricted Stock, including the right to vote the shares and
receive dividends and distributions. However, until the Restricted Stock is
released to the Director as set forth below, the Director may not sell,
transfer, pledge, assign or otherwise dispose of the Restricted Stock.

The stock certificates evidencing the Restricted Stock shall be held in custody
by a bank or other institution, or by the Company itself, until such shares are
forfeited in accordance with the Plan, or until the restrictions thereon shall
have lapsed as set forth below. The Participant hereby agrees as a condition to
the award of the Restricted Stock to deliver to the Company, together with this
Award Agreement, a stock power endorsed in blank relating to the Restricted
Stock covered by this Award, so that, in the event of a forfeiture of the Award,
the Restricted Stock will be transferred to the Company.


<PAGE>


Subject to earlier forfeiture (or release) of the Restricted Stock as provided
in the Plan, all such shares will be released to the Participant free of all
restrictions and delivered to the Participant on November 15, 2001.

IN WITNESS WHEREOF, Cognizant Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.


                                    COGNIZANT CORPORATION


                                    By _________________________________
                                            SVP & Corporate Secretary


The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of a copy of the Prospectus
related to the Plan.



--------------------                -----------------------------------
        Date                        Director

<PAGE>

                        STOCK POWER FOR RESTRICTED STOCK

                     FIRST CHICAGO TRUST COMPANY OF NEW YORK


FOR VALUE RECEIVED, I, Director hereby sell, assign and transfer unto

                  Cognizant Corporation 
                  200 Nyala Farms 
                  Westport, CT 06880 
                  (898) Shares of the Common Stock of
                  Cognizant Corporation


registered __________________________ on the face of the certificate represented
by Certificate No. _______________________ herewith and do hereby irrevocably
constitute and appoint __________________________________ Attorney to transfer
the said stock on the books of the said Corporation with full power of
substitution in the premises.


     Dated __________________       _________________________________
                                    Director




                                    Signature Guaranteed:
                                    Cognizant Corporation



                                By: _________________________________
                                          SVP & Corporate Secretary