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                                                          Exhibit 10(n)

                              ACNIELSEN CORPORATION

                         RETIREMENT BENEFIT EXCESS PLAN






                           Effective January 1, 1997




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                              ACNIELSEN CORPORATION

                         RETIREMENT BENEFIT EXCESS PLAN



                            Effective January 1, 1997


                                  INTRODUCTION


Effective January 1, 1997, the ACNielsen Corporation Retirement Benefit Excess
Plan (the "Plan") is established by ACNielsen Corporation (the "Corporation") to
provide participating employees with retirement benefits in excess of those
permitted to be paid under the ACNielsen Corporation Balance Account for
Retirement Plan (the "Qualified Plan") due to the limitations imposed by
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended
(the "Code"). For purposes of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), this Plan is intended to be unfunded and maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees.

Section I.      Participation in the Plan

All participants in the Qualified Plan shall participate in this Plan whenever
their benefits under the Qualified Plan as from time to time in effect would
have exceeded the limitations on benefits imposed by Sections 401(a)(17) and 415
of the Code if such benefits were determined as though no provision were
contained in the Qualified Plan incorporating such limitations.


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Section II.     Benefits

The Corporation shall pay to each participant in the Qualified Plan (or his or
her beneficiaries designated to receive benefits from the Qualified Plan) a
benefit equal to the excess of (a) over (b), where:

     (a) equals the amount that would be payable to the participant (or his or
         her beneficiaries) under the Qualified Plan in the absence of any
         provision reducing benefits due to the benefit limitations imposed by
         Sections 401(a)(17) and 415 of the Code; and

     (b) equals the sum of (i) the actual benefits payable to the participant
         (or his or her beneficiaries) from the Qualified Plan, and (ii) the
         benefits payable to the participant (or his or her beneficiaries) from
         the Pension Benefit Equalization Plan of The Dun & Bradstreet
         Corporation, as in effect on October 31, 1996 (whether or not such
         benefits are actually paid and whether or not such plan is actually in
         existence), as determined by the Corporation in accordance with the
         methods and assumptions specified in Appendix A of this Plan.

Notwithstanding the foregoing, no benefits shall be payable hereunder unless the
participant has a nonforfeitable right to benefits under the Qualified Plan.
Benefits hereunder shall be payable at the same time and in the same form as the
participant's (or his or her beneficiaries') benefits under the Qualified Plan;
provided, however, if an Election (as defined in Section IV of this Plan) has
been made and becomes effective prior to the date when benefits under this Plan
would otherwise be payable to the participant, the form of payment of benefits
under this Plan shall be in the form so elected pursuant to such Election. If an
Election becomes effective and the participant dies prior to the date when
benefits would otherwise be payable hereunder, his or her beneficiaries
designated to receive benefits from the Qualified Plan shall receive benefits in
the form so elected pursuant to such Election. If the participant has not
designated a beneficiary under the Qualified Plan, or if no such beneficiary is
living at the time of the participant's death, the amount, if any, payable


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hereunder upon his or her death shall be distributed to the person or persons
who would otherwise be entitled to receive a distribution of the participant's
Qualified Plan benefits.

Notwithstanding any Election, if the lump sum value, determined in the same
manner as provided under Section IV below, of the benefits payable to the
participant or his or her beneficiaries under this Plan, after the payment of
any lump sum described in this Section, is $10,000 or less at the time such
benefits are payable under this Plan, such benefits shall be payable as a lump
sum.

Any portion of the benefits payable under this Plan as a lump sum shall be paid
at the same time as benefits payable in any other form hereunder would otherwise
commence.


Section III.    Unfunded Status

Participants hereunder 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 ERISA and any trust created by the Corporation and any
assets held by such trust to assist the Corporation in meeting its obligations
under the Plan shall meet the requirements necessary to retain such unfunded
status.


Section IV.     Election of Form of Payment

A participant under this Plan may elect to receive all, none, or a specified
portion, as provided below, of his benefits hereunder as a lump sum and to
receive any balance of such benefits in the form of an annuity (an "Election");
provided that any such Election shall be effective for purposes of this Plan
only if (i) such participant remains in the employment of the Corporation or an
affiliate, as the case may be, for the full 12 calendar months immediately
following the Election Date of such Election, except in the case of such

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participant's death or disability as provided below and (ii) such participant
complies with the administrative procedures set forth by the Committee with
respect to the making of an Election.

Any portion of the benefit payable to the participant (or his or her
beneficiaries) in the form of an annuity shall be paid at the same time and in
the same form as his or her benefits under the Qualified Plan. Any portion of
the benefit payable to the participant (or his or her beneficiaries) in the form
of a lump sum shall be paid at the same time as the benefits under the Qualified
Plan commence.

A participant may elect a payment form different than the payment form
previously elected by him or her by filing a revised election form; provided
that any such new Election shall be effective only if the conditions in clauses
(i) and (ii) of the immediately preceding paragraph are satisfied with respect
to such new Election. Any prior Election made by a participant that has
satisfied such conditions remains effective for purposes of this Plan until such
participant has made a new Election satisfying such conditions.

A participant making an election under this Section IV may specify the portion
of his benefits under this Plan to be received in a lump sum as follows: 0
percent, 25 percent, 50 percent, 75 percent or 100 percent.

In the event a participant who has made an Election dies or becomes disabled
within the meaning of the Corporation's long-term disability plan while employed
by the Corporation or an affiliate and such death or disability occurs during
the 12-calendar-month period immediately following the Election Date of such
Election, the condition that such participant remain employed with the
Corporation or an affiliate for such 12-month period shall be deemed to be
satisfied and such Election shall be effective with respect to benefits payable
to such participant or participant's beneficiaries under this Plan.

The amount of any portion of the benefits payable as a lump sum under this
Section IV will equal the present value of such portion of such benefits, and
the present value shall be determined (i) based on a discount rate equal to the
average of 85% of the 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.



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"Election Date" for purposes of this Plan means the date that a properly
completed election form with respect to an Election is received by the
Corporation.


Section V. Cessation of Benefits

Notwithstanding any other provision of the Plan (except as provided below in
this Section V), no benefits or no further benefits, as the case may be, shall
be paid to a participant or his or her beneficiary if the participant has:

     (a) become a stockholder (unless such stock is listed on a national
         securities exchange or traded on a daily basis in the over-the-counter
         market and the participant's ownership interest is not in excess of 2%
         of the company whose shares are being purchased), employee, officer,
         director or consultant of or to a corporation, or a member or an
         employee of or a consultant to a partnership or any other business or
         firm, which competes with any of the businesses owned or operated by
         the Corporation, or if the participant becomes associated with a
         company, partnership or individual which company, partnership or
         individual acts as a consultant to businesses in competition with the
         Corporation, such participant provided services to such competing
         businesses, whether or not, in any of the foregoing cases, such
         participant accepts any form of compensation from such competing entity
         or consultant; or

     (b) been discharged from employment with the Corporation or any affiliate
         for "cause." "Cause" means (i) willful malfeasance or willful
         misconduct by the participant in connection with his or her employment,
         (ii) continuing failure to perform such duties as are requested by any
         employee to whom the participant reports or the board of directors of
         the Corporation, or (iii) the commission by a participant of (I) any
         felony or (II) any misdemeanor involving moral turpitude.

In any case described in this Section V, the participant or beneficiary shall be
given prior written notice that no benefits or no further benefits, as the case
may be, will be paid to such participant or beneficiary. Such written notice
shall specify the particular act(s), or failures to act, on the basis of which
the decision to cease paying his or her benefits has been made.

Notwithstanding any other provision of the Plan, a participant who receives in a
lump sum any portion of his or her benefits hereunder shall receive such lump
sum portion of such benefits subject to the condition that if such participant
engages in any of the acts described in this


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Section V, then such participant shall within 60 days after written notice by
the Corporation repay to the Corporation the amount described in the immediately
succeeding sentence. The amount described in this sentence shall equal the
amount of the participant's lump sum benefit under this Plan to which such
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 this Section V.

Notwithstanding anything to the contrary contained herein, the provisions of
this Section V shall be of no further force or effect from and after a "Change
in Control" with respect to participants then employed by the Corporation or its
affiliates. For this purpose, a "Change in Control" shall mean:

     (a) any "Person," as such term is used for purposes of Section 13(d) or
         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 company owned, directly or indirectly, by the stockholders of
         the Corporation in substantially the same proportions as their
         ownership of stock of the Corporation), becomes the "Beneficial Owner"
         (as defined in Rule 13d-3 under the Exchange Act), directly or
         indirectly, of securities of the Corporation representing 20% or more
         of the combined voting power of the Corporation's then-outstanding
         securities;

     (b) during any period of 24 months (not including any period prior to the
         effective date of this Plan), individuals who at the beginning of such
         period constitute the board of directors of the Corporation (the
         "Board"), and any new director (other than (i) a director nominated by
         a Person who has entered into an agreement with the Corporation to
         effect a transaction described in paragraphs (a), (c) or (d) of this
         definition, (ii) a director nominated by any Person (including the
         Corporation) 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 (iii) a director nominated by any Person who is the
         Beneficial Owner, directly or indirectly, of securities of the
         Corporation representing 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 stockholders was approved in advance
         by a vote of at least two-thirds of the directors then still in office
         who either were directors at the


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         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 stockholders of the Corporation approve any transaction or series
         of transactions under which the Corporation is merged or consolidated
         with any other company, other than a merger or consolidation (i) 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 66 % of the combined voting powers 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 20% or more of the combined voting power of
         the then-outstanding securities of the Corporation or such surviving
         entity; or

     (d) the stockholders 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.




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Section VI.           Miscellaneous

The Compensation Committee of the board of directors of the Corporation shall be
responsible for the administration of the Plan 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. The Committee shall have the authority
to determine all questions arising in connection with the Plan, to interpret the
provisions of the Plan and construe all of its terms, to adopt, amend, and
rescind rules and regulations for the 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 and
beneficiaries.

The Committee may, in its sole discretion, terminate, suspend or amend this Plan
at any time or from time to time, in whole or in part; provided, however, that
in the event of termination, the rights of participants to their accrued
benefits hereunder shall become nonforfeitable. No termination, suspension or
amendment of the Plan may adversely affect a participant's or beneficiary's
benefit to which he or she is entitled under the Plan as in effect on the date
immediately preceding the date of such termination, suspension or amendment.

Nothing contained herein will confer upon any 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 with respect to matters of employment.

A participant's right to benefit payments under the Plan are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of such participant or his
or her beneficiary.

The Corporation may withhold from any benefit under the Plan an amount
sufficient to satisfy its tax withholding obligations. 
The Plan shall be governed by and constructed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in such
state to the extent not preempted by federal law.



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In witness whereof, the Corporation has caused this document to be executed by
its officer effective January 1, 1997.



ACNielsen Corporation



By:      Michael P. Connors
      ---------------------------------


Its:
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                                   APPENDIX A

The benefits payable from the Pension Benefit Equalization Plan of The Dun &
Bradstreet Corporation (the "PBEP") to participants in this Plan shall be
determined as amounts payable monthly in the form of a single life annuity
commencing on the first day of the month coincident with or next following the
date the participant attains age 65 (the "Normal Retirement Date").

In the event a participant's benefit from this Plan is paid in a form other than
a single life annuity, however, the benefits payable from the PBEP shall be
adjusted to equal the actuarial equivalent value of the single life annuity
amount computed on the basis of mortality rates shown in Appendix B of this Plan
and 6.75% interest. In the event a participant's benefit from this Plan
commences prior to the participant's Normal Retirement Date, and the participant
terminated employment with the Corporation on or after he or she attained age
55, the benefits payable from the PBEP commencing on the first day of the month
coincident with or next following the participant's Normal Retirement Date shall
be reduced by 3/12% for each month prior to the Normal Retirement Date that
benefits commence. In the event a participant's benefit from this Plan commences
prior to the participant's Normal Retirement Date, and the participant
terminated employment with the Corporation before he or she attained age 55, the
benefits payable from the PBEP as determined in accordance with the provisions
set forth above shall be adjusted to equal the actuarial equivalent value of
such amount computed on the basis of mortality rates shown in Appendix B of this
Plan and 6.75% interest.


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                                   APPENDIX B
                                 MORTALITY RATES
<TABLE>
<CAPTION>
Age      Participant          Beneficiary          Age        Participant          Beneficiary

<C>      <C>                  <C>                  <C>        <C>                  <C>
25       .000581              .000470              68         .024559              .018359
26       .000610              .000497              69         .026871              .020335
27       .000644              .000526              70         .029559              .022766
28       .000681              .000557              71         .032952              .025919
29       .000720              .000591              72         .036762              .029529
30       .000763              .000629              73         .040907              .033496
31       .000811              .000669              74         .045427              .037808
32       .000866              .000714              75         .050298              .042428
33       .000923              .000762              76         .055809              .047551
34       .000988              .000814              77         .062080              .053217
35       .001059              .000873              78         .069068              .059419
36       .001136              .000936              79         .076746              .066152
37       .001223              .001077              80         .084955              .073330
38       .001318              .001084              81         .093582              .080901
39       .001423              .001168              82         .102603              .088868
40       .001539              .001261              83         .111984              .097236
41       .001682              .001369              84         .121754              .106074
42       .001869              .001497              85         .131910              .115436
43       .002097              .001647              86         .142522              .125403
44       .002364              .001815              87         .153693              .136075
45       .002670              .002005              88         .165518              .147557
46       .003011              .002216              89         .178093              .159954
47       .003388              .002449              90         .191529              .173397
48       .003797              .002705              91         .203702              .185997
49       .004241              .002983              92         .216646              .199614
50       .004717              .003289              93         .230478              .214387
51       .005216              .003594              94         .245331              .230463
52       .005746              .003926              95         .261353              .248008
53       .006310              .004288              96         .278704              .267202
</TABLE>



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<TABLE>
<CAPTION>
Age      Participant          Beneficiary          Age        Participant          Beneficiary

<C>      <C>                  <C>                  <C>        <C>                  <C>
54       .006907              .004683              97         .297562              .288242
55       .007538              .005112              98         .318124              .311344
56       .008206              .005588              99         .340598              .336741
57       .008916              .006123              100        .365204              .364688
58       .009679              .006729              101        .392179              .395460
59       .010510              .007415              102        .421772              .429358
60       .011426              .008190              103        .455805              .467222
61       .012449              .009063              104        .496440              .510917
62       .013608              .010042              105        .545840              .562310
63       .014928              .011131              106        .606167              .623265
64       .016449              .012338              107        .679585              .695646
65       .018207              .013671              108        .768255              .781319
66       .020245              .015129              109        .874340              .882150
67       .022388              .016662              110        .999999              .999999
</TABLE>