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                                                                   EXHIBIT 10(I)




                           1996 ACNIELSEN CORPORATION
                       KEY EMPLOYEES' STOCK INCENTIVE PLAN


1.    PURPOSE OF THE PLAN

            The purpose of the Plan is to aid the Company and its Subsidiaries
in securing and retaining key employees of outstanding ability and to motivate
such employees to exert their best efforts on behalf of the Company and its
Subsidiaries by providing incentives through the granting of Awards. The Company
expects that it will benefit from the added interest which such key employees
will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.


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, Stock Appreciation Right or Other
                  Stock-Based Award 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 
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                  entered into an agreement with the Company to 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.
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            (i)   D&B: The Dun & Bradstreet Corporation, a Delaware corporation.

            (j)   Disability: Inability to engage in any substantial gainful
                  activity by reason of a medically determinable physical or
                  mental impairment which constitutes a permanent and total
                  disability, as defined in Section 22(e)(3) of the Code (or any
                  successor section thereto). The determination whether a
                  Participant has suffered a Disability shall be made by the
                  Committee 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 17 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)   LSAR: A limited stock appreciation right granted pursuant to
                  Section 8(d) of the Plan.

            (n)   Other Stock-Based Awards: Awards granted pursuant to Section 9
                  of the Plan.
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            (o)   Option: A stock option granted pursuant to Section 7 of the
                  Plan.

            (p)   Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 7(a) of the Plan.

            (q)   Participant: An individual who is selected by the Committee to
                  participate in the Plan pursuant to Section 5 of the Plan.

            (r)   Performance-Based Awards: Certain Other Stock-Based Awards
                  granted pursuant to Section 9(b) of the Plan.

            (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 Key Employees' Stock
                  Incentive Plan.

            (u)   Retirement: Termination of employment with the Company or a
                  Subsidiary after such Participant has attained age 55 and ten
                  years of service with the Company; or, with the prior written
                  consent of the Committee that such termination be treated as a
                  Retirement hereunder, termination of employment under other
                  circumstances.

            (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)   Stock Appreciation Right: A stock appreciation right granted
                  pursuant to Section 8 of the Plan.

            (y)   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
12,000,000. The maximum number of Shares for which Awards may be granted during
a calendar year to any Participant shall be 700,000. The Shares may consist, in
whole or in part, of unissued Shares or treasury Shares. The issuance of Shares
or the payment of cash upon the exercise of an Award shall reduce the total
number of Shares available under the Plan, as 
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applicable. Shares which are 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 individuals who are each "non-employee directors" within
the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and
"outside directors" within the meaning of Section 162(m) of the Code (or any
successor section 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). The Committee shall require payment of
any amount it may determine to be necessary to withhold for federal, state,
local or other taxes as a result of the exercise of an Award. Unless the
Committee specifies otherwise, the Participant may elect to pay a portion or all
of such withholding taxes by (a) delivery in Shares or (b) having Shares
withheld by the Company from any Shares that would have otherwise been received
by the Participant. The number of Shares so delivered or withheld shall have an
aggregate Fair Market Value sufficient to satisfy the applicable withholding
taxes. If the chief executive officer of the Company is a member of the Board,
the Board by specific resolution may constitute such chief executive officer as
a committee of one which shall have the authority to grant Awards of up to an
aggregate of 10,000 Shares in each calendar year to each Participant who is not
subject to the rules promulgated under Section 16 of the Act (or any successor
section thereto); provided, however, that (a) such chief executive officer shall
notify the Committee of any such grants made pursuant to this Section 4 and (b)
the chairman of the Committee shall approve any such grants made pursuant to
this Section 4.


5.    ELIGIBILITY

            Key employees (but not members of the Committee or any person who
serves only as a director) of the Company and its Subsidiaries, who are from
time to time responsible for the management, growth and protection of the
business of the Company and its Subsidiaries, are eligible to be granted Awards
under the 
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Plan. Participants shall be selected from time to time by the Committee, in its
sole discretion, from among those eligible, and the Committee shall determine,
in its sole discretion, the number of Shares to be covered by the Awards granted
to each Participant.


6.    LIMITATIONS

            No Award may be granted under the Plan after the tenth anniversary
of the Effective Date, but Awards theretofore granted may extend beyond that
date.


7.    TERMS AND CONDITIONS OF OPTIONS

            Options granted under the Plan shall be, as determined by the
Committee, non-qualified, incentive or other stock options for federal income
tax purposes, as evidenced by the related Award 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) 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.

            (b) 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.

            (c) Exercise of Options. Except as otherwise provided in the Plan or
in an Award 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 7 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 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 
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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.

            (d) Exercisability Upon Termination of Employment by Death. If a
Participant's employment 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.

            (e) Exercisability Upon Termination of Employment by Disability or
Retirement. If a Participant's employment 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 employment; provided, however, that if a Participant dies within
a period of five years after such termination of employment, an unexercised
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 employment or (B) one year after the
date of death.

            (f) Effect of Other Termination of Employment. Except as otherwise
provided in an Award agreement, if a Participant's employment 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, an
unexercised Option may thereafter be exercised during the period ending 90 days
after the date of such termination of employment, but only to the extent to
which such Option was exercisable at the time of such termination of employment.


8.    TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

            (a) Grants. The Committee also may grant (i) a Stock Appreciation
Right independent of an Option or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
an Option (or such lesser number of Shares as the Committee may determine) and
(C) shall be subject to the same 
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terms and conditions as such Option except for such additional limitations as
are contemplated by this Section 8 (or such additional limitations as may be
included in an Award agreement).

            (b) Terms. The exercise price per Share of a Stock Appreciation
Right shall be an amount determined by the Committee but in no event shall such
amount be less than the greater of (i) the Fair Market Value of a Share on the
date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with an Option, or a portion thereof,
the Option Price of the related Option and (ii) an amount permitted by
applicable laws, rules, by-laws or policies of regulatory authorities or stock
exchanges. Each Stock Appreciation Right granted independent of an Option shall
entitle a Participant upon exercise to an amount equal to (i) the excess of (A)
the Fair Market Value on the exercise date of one Share over (B) the exercise
price per Share, times (ii) the number of Shares covered by the Stock
Appreciation Right. Each Stock Appreciation Right granted in conjunction with an
Option, or a portion thereof, shall entitle a Participant to surrender to the
Company the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the Option Price per
Share, times (ii) the number of Shares covered by the Option, or portion
thereof, which is surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in Shares or in cash,
or partly in Shares and partly in cash, valued at such Fair Market Value, all as
shall be determined by the Committee. Stock Appreciation Rights may be exercised
from time to time upon actual receipt by the Company of written notice of
exercise stating the number of Shares subject to an exercisable Option with
respect to which the Stock Appreciation Right is being exercised. No fractional
Shares will be issued in payment for Stock Appreciation Rights, but instead cash
will be paid for a fraction or, if the Committee should so determine, the number
of Shares will be rounded downward to the next whole Share.

            (c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

            (d) Limited Stock Appreciation Rights. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events. Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Plan, such term shall include LSARs.
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9.    OTHER STOCK-BASED AWARDS

            (a) Generally. The Committee, in its sole discretion, may grant
Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof).

            (b) Performance-Based Awards. Notwithstanding anything to the
contrary herein, certain Other Stock-Based Awards granted under this Section 9
may be granted in a manner which is deductible by the Company under Section
162(m) of the Code (or any successor section thereto) ("Performance-Based
Awards"). A Participant's Performance-Based Award shall be determined based on
the attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the following criteria: (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization); (ii) net income; (iii) operating income; (iv)
earnings per Share; (v) book value per Share; (vi) return on stockholders'
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital and (xviii) return on assets. The foregoing criteria may
relate to the Company, one or more of its Subsidiaries or one or more of its
divisions or units, or any combination of the foregoing, and may be applied on
an absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine. In
addition, to the degree consistent with Section 162(m) of the Code (or any
successor section thereto), the performance goals may be calculated without
regard to 
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extraordinary items. The maximum amount of a Performance-Based Award to any
Participant with respect to a fiscal year of the Company shall be $6,000,000.
The Committee shall determine whether, with respect to a performance period, the
applicable performance goals have been met with respect to a given Participant
and, if they have, to so certify and ascertain the amount of the applicable
Performance-Based Award. No Performance-Based Awards will be paid for such
performance period until such certification is made by the Committee. The amount
of the Performance-Based Award actually paid to a given Participant may be less
than the amount determined by the applicable performance goal formula, at the
discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.


10.   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.

            (b) Change in Control. Except as otherwise provided in an Award
agreement, 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.
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11.   NO RIGHT TO EMPLOYMENT

            The granting of an Award under the Plan shall impose no obligation
on the Company or any Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.


12.   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.


13.   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 13 (or any
part thereof) to the extent that this Section 13 (or any part thereof) is not
required under the rules promulgated under any law, rule or regulation
applicable to the Company.


14.   AMENDMENTS OR TERMINATION

            The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which, (a) without the
approval of the stockholders of the Company, would (except as is provided in
Section 10 of the Plan), increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant or (b) without the consent of a Participant, would
impair any of the rights or obligations under any Award theretofore granted to
such Participant under the Plan; provided, however, that the Committee may amend
the Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws. Notwithstanding
anything to the contrary herein, the Board may not amend, alter or discontinue
the provisions relating to Section 10(b) of the Plan after the occurrence of a
Change in Control.
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15.   INTERNATIONAL PARTICIPANTS

            With respect to Participants who reside or work outside the United
States of America and who are not (and who are not expected to be) "covered
employees" within the meaning of Section 162(m) of the Code, the Committee may,
in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.


16.   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.


17.   EFFECTIVENESS OF THE PLAN

            The Plan shall be effective as of the Spinoff Date. If the Plan is
not approved by the stockholders of the Company prior to the first anniversary
of the Spinoff Date, no Awards may be granted thereafter.