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                                                                   EXHIBIT 10(h)




                           1996 ACNIELSEN CORPORATION
               NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN



1.    PURPOSE OF THE PLAN

            The purpose of the Plan is to enhance the Company's ability to
attract and retain talented individuals to serve as members of the Board and to
promote a greater alignment of interests between non-employee directors and the
shareholders of the Company.


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)   Annual Deferral Amount: As such term is defined in Section
                  5(a) of the Plan.

            (c)   Award: A Deferred Share Unit or Deferred Cash granted pursuant
                  to the Plan.

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

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

            (f)   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 
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                  effect a transaction described in Sections 2(f)(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.

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

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

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

            (k)   Deferred Cash: A bookkeeping entry credited in accordance with
                  an election made by a Participant pursuant to Section 5 of the
                  Plan.

            (l)   Deferred Share Unit: A bookkeeping entry, equivalent in value
                  to one Share, credited in accordance with an election made by
                  a Participant pursuant to Section 5 of the Plan.

            (m)   Determination Date: As such term is defined in Section 6 of
                  the Plan.

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

            (o)   Election Date: The date on which a Participant files an
                  election with the Secretary of the Company pursuant to Section
                  5 of the Plan.

            (p)   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.
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            (q)   First Trading Date: The first date on which the Shares are
                  traded regular way on the principal national securities
                  exchange on which such Shares are listed or admitted to
                  trading.

            (r)   Participant: Any director of the Company who is not an
                  employee of the Company or any Subsidiary of the Company (i)
                  as of any Election Date and (ii) during any years of service
                  covered by the election made on such Election Date.

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

            (t)   Plan: The 1996 ACNielsen Corporation Non-Employee Directors'
                  Deferred Compensation Plan.

            (u)   Prime Rate: The rate of interest per annum publicly announced
                  from time to time by The Chase Manhattan Bank as its prime
                  rate in effect at its principal office in New York City;
                  provided that each change in the Prime Rate shall be effective
                  from and including the date such change is publicly announced
                  as being effective.

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

            (w)   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.

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


3.    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-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, 
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conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors).


4.    ELIGIBILITY

            All Participants shall be eligible to participate under this Plan.


5.    VOLUNTARY DEFERRAL OF CASH COMPENSATION

            A Participant may voluntarily elect to defer his or her cash
compensation (including, but not limited to, annual retainer, board meeting
fees, committee meeting fees and committee chairman fees) in the following
manner:

            (a) Method of Election. In order to make a voluntary election
pursuant to the Plan, the Participant must complete and deliver to the Secretary
of the Company a written election, not later than 30 days after the date on
which he or she commences service as a director of the Company (or, in
subsequent years, not later than the anniversary of the normal commencement date
for such director's term), designating (i) the portion of his or her cash
compensation for a year of service as a director that is to be deferred (the
"Annual Deferral Amount") and (ii) the portion of the Annual Deferral Amount
that is to be deferred into (A) Deferred Share Units and/or (B) Deferred Cash.
Such an election shall only be effective with respect to (i) the annual retainer
and (ii) any other fees earned after the date of the election. Such election
shall remain effective for all future years of service unless the Participant
makes a new election in a subsequent year.

            (b) Deferred Share Units. If a Participant elects to defer his or
her Annual Deferral Amount into Deferred Share Units, such Participant will have
Deferred Share Units credited (as of each date on which his or her cash
compensation would otherwise have been paid) to a Deferred Share Unit account
maintained for him or her on the books of the Company. The number of Deferred
Share Units (including fractional Deferred Share Units) to be credited shall be
determined by dividing (i) the amount of cash compensation to be deferred into
Deferred Share Units by (ii) the Fair Market Value of one Share on the date
credited. Deferred Share Units shall be credited with dividend equivalents when
dividends are paid on Common Shares, and such dividend equivalents shall be
converted into additional Deferred Share Units based on the Fair Market Value of
Shares on the date credited. Notwithstanding anything to the contrary in this
Section 5(b), the Fair Market Value of one Share on any date prior to the First
Trading Date shall be the Fair Market Value of one Share on the First Trading
Date.
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            (c) Deferred Cash. If a Participant makes a voluntary election to
defer his or her Annual Deferral Amount into Deferred Cash, such Participant
will have Deferred Cash credited (as of each date on which his or her cash
compensation would otherwise have been paid) to a Deferred Cash account
maintained for him or her on the books of the Company. The amount of Deferred
Cash to be credited shall equal the amount of cash compensation to be deferred
into Deferred Cash. A Participant's account shall be credited with additional
Deferred Cash equal to the amount of notional interest earned on the account,
assuming that such interest is earned at the Prime Rate and compounded on an
annual basis.


6.    TERMINATION OF BOARD SERVICE

            No later than the first business day of the calendar year
immediately following the date on which a Participant terminates service with
the Company (the "Determination Date"), the Participant shall receive (a) a lump
sum payment in Shares equal in number to the Deferred Share Units credited to
the Participant's Deferred Share Unit account (provided, however, that any
fractional Shares shall be paid in cash based on the Fair Market Value of a
Share as of the Determination Date) and (b) a lump sum payment in cash equal to
the Deferred Cash credited to the Participant's Deferred Cash account.


7.    NONTRANSFERABILITY OF UNITS

            Awards 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, Awards shall be payable only to such Participant.
Awards payable after the death of a Participant may be paid to the legatees,
personal representatives or distributees of the Participant.


8.    UNFUNDED PLAN

            Unless otherwise determined by the Committee, the Plan shall be
unfunded. To the extent any individual holds any rights by virtue of an Award
granted under the Plan, such rights (unless otherwise determined by the
Committee) shall be no greater than the rights of an unsecured general creditor
of the Company.


9.    ADJUSTMENTS UPON CERTAIN EVENTS

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

            (a) Generally. In the event of any change in the outstanding Shares
after the Effective Date by reason of any 
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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 any Deferred Share Units granted under the Plan.

            (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
Awards (including, without limitation, (i) the acceleration of Awards, (ii) the
payment of a cash amount in exchange for the cancellation of Awards 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.


10.   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.


11.   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 Awards theretofore granted without such
Participant's consent.


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.


13.   EFFECTIVENESS OF THE PLAN

            The Plan shall be effective as of the date of its adoption by the
Board.