THE COGNIZANT CORPORATION EXECUTIVE TRANSITION PLAN



     Cognizant Corporation (the "Company") wishes to define those circumstances
under which it will provide assistance to an Eligible Employee in the event of
his or her Eligible Termination (as such terms are defined herein). Accordingly,
the Company hereby establishes The Cognizant Corporation Executive Transition
Plan (the "Plan").



     Section 1 - DEFINITIONS

     1.1 "ACNielsen" shall mean ACNielsen Corporation.

     1.2 "Cause" shall mean (a) willful malfeasance or willful misconduct by the
Eligible Employee in connection with his or her employment, (b) continuing
failure to perform such duties as are requested by any employee to whom the
Eligible Employee reports or the Company's board of directors, (c) failure by
the Eligible Employee to observe material policies of the Company applicable to
the Eligible Employee or (d) the commission by an Eligible Employee of (i) any
felony or (ii) any misdemeanor involving moral turpitude.

     1.3 "Change In Control" shall mean (a) any "Person," as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (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" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then-outstanding securities;

     (b) during any period of twenty-four 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 Company (the "Board"), and any
new director (other than (i) a director nominated by a Person who has 



<PAGE>
                                                                               2


entered into an agreement with the Company to effect a transaction described in
paragraphs (a), (c), or (d) hereof, (ii) 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
(iii) 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;

     (c) 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 (i) 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 (ii) 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

     (d) 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.

     1.4 "Change in Control Period" shall mean the period beginning upon a
Change in Control and ending on the first anniversary thereof.

     1.5 "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors of the Company.

     1.6 "Dun & Bradstreet" shall mean The Dun & Bradstreet Corporation.


<PAGE>
                                                                               3


     1.7 "Eligible Employee" shall mean the Chief Executive Officer of the
Company and such other executive officers of the Company or its affiliates as
are designated in writing by the Chief Executive Officer.

     1.8 "Eligible Termination" shall mean (a) an involuntary termination of
employment with the Company by reason of a reduction in force program, job
elimination or unsatisfactory performance in the execution of an Eligible
Employee's duties or (b) a resignation mutually agreed to in writing by the
Company and the Eligible Employee. Notwithstanding the foregoing, an Eligible
Termination shall not include (w) a unilateral resignation, (x) a termination by
the Company for Cause, (y) a termination as a result of a sale (whether in whole
or in part, of stock or assets), merger or other combination, spinoff,
reorganization or liquidation, dissolution or other winding up or other similar
transactions involving the Company; provided however, that a termination of
employment as a result of a Change in Control and during the Change in Control
Period shall not be covered by this clause (y), or (z) any termination where an
offer of employment is made to the Eligible Employee of a comparable position at
the Company or, if such termination occurs within six months following the
effective date of this Plan (as set forth in Section 5.8 hereof), at ACNielsen
or Dun & Bradstreet, in any case concurrently with his or her termination.

     1.9 "Employee Benefits Committee" shall mean a committee of Company
management employees heretofore established by the Compensation Committee.

     1.10 "Salary" shall mean an Eligible Employee's annual base salary at the
time his or her employment terminates, except as otherwise provided in Schedule
A hereto.

     1.11 "Severance and Release Agreement" shall mean an agreement signed by
the Eligible Employee substantially in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, the Company may, at any time other than during
the Change in Control Period, by action of its chief human resources officer or
chief legal counsel, modify the form of Severance and Release Agreement to be
signed by any Eligible Employee in a manner approved by the Employee Benefits
Committee.

     1.12 "Spinoff Date" shall mean the date on which is effected the
distribution of (i) common stock of the Company owned by Dun & Bradstreet and
(ii) common stock of ACNielsen owned by Dun & Bradstreet, to holders of record
of shares of common stock, par value $1.00 per share, of Dun & Bradstreet.


<PAGE>
                                                                               4


                         Section 2 - SEVERANCE BENEFITS

     2.1 Subject to the provisions of this Section 2, in the event of an
Eligible Termination, an Eligible Employee shall be entitled to receive from the
Company the benefits set forth on Schedule A hereto.

     2.2 The grant of severance benefits pursuant to Section 2.1 hereof is
conditioned upon an Eligible Employee's (a) signing a Severance and Release
Agreement and the expiration of any revocation period set forth therein and, (b)
relinquishment of any right to benefits under The Cognizant Corporation Career
Transition Plan.

     2.3 Notwithstanding any other provision contained herein (except as set
forth in this Section 2.3), the Chief Executive Officer of the Company may, at
any time, take such action as such officer, in such officer's sole discretion,
deems appropriate to reduce or increase by any amount the benefits otherwise
payable to an Eligible Employee pursuant to Schedule A or otherwise modify the
terms and conditions applicable to an Eligible Employee under this Plan provided
that the Chief Executive Officer reports any reduction or increase in benefits
or other modification of the terms and conditions hereof to the Compensation
Committee and provided further that with respect to benefits payable, or other
modifications applicable, to the Chief Executive Officer, only the Compensation
Committee may take such action. Notwithstanding the foregoing, during the Change
in Control Period, the Chief Executive Officer may not reduce by any amount the
benefits otherwise payable to an Eligible Employee pursuant to Schedule A or
otherwise modify the terms and conditions applicable to an Eligible Employee
under the Plan. Benefits granted hereunder may not exceed an amount nor be paid
over a period which would cause the Plan to be other than a "welfare benefit
plan" under section 3(1) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").

     2.4 In the event the Company, in its sole discretion, grants an Eligible
Employee a period of inactive employee status, then, in such event, any amounts
paid to such Eligible Employee during any such period shall offset the benefits
payable under this Plan. For this purpose, a period of inactive employee

<PAGE>
                                                                               5


status shall mean the period beginning on the date such status commences (of
which the Eligible Employee shall be notified) and ending on the date of such
Eligible Employee's termination of employment.


                      Section 3 - AMENDMENT AND TERMINATION

     3.1 The Company reserves the right to terminate the Plan at any time and
without any further obligation by action of its board of directors or such other
person or persons to whom the board properly delegates such authority; provided,
however, during the Change in Control Period, the Company may not terminate the
Plan.

     3.2 The Company shall have the right to modify or amend the terms of the
Plan at any time, or from time to time, to any extent that it may deem advisable
by action of its board of directors, the Compensation Committee or such other
person or persons to whom the board or the Compensation Committee properly
delegates such authority; provided, however, that during the Change in Control
Period, the Company may not modify or amend the terms of the Plan in a manner
which reduces the compensation or benefits otherwise payable hereunder.

     3.3 All modifications of or amendments to the Plan shall be in writing.


                     Section 4 - ADMINISTRATION OF THE PLAN

     4.1 The Employee Benefits Committee shall be the Plan Administrator and
shall have the exclusive right, power and authority to:

     (a) interpret, in its sole discretion, any and all of the provisions of the
Plan;

     (b) establish a claims and appeals procedure; and

     (c) consider and decide conclusively any questions (whether of fact or
otherwise) arising in connection with the administration of the Plan or any
claim for severance benefits arising under the Plan.
<PAGE>
                                                                               6


Any decision or action of the Employee Benefits Committee pursuant to this
Section 4.1 shall be conclusive and binding on any affected person.

     4.2 The Employee Benefits Committee may, in its sole discretion, designate
any person(s) or committee to function as the Employee Benefits Committee for
purposes of any part or all of this Section 4.

     4.3 The Company shall indemnify any individual who is a director, officer
or employee of the Company or any affiliate, or his or her heirs and legal
representatives, against all liability and reasonable expense, including counsel
fees, amounts paid in settlement and amounts of judgments, fines or penalties,
incurred or imposed upon him or her in connection with any claim, action, suit
or proceeding, whether civil, criminal, administrative or investigative, in
connection with his or her duties with respect to the Plan, provided that any
act or omission giving rise to such claim, action, suit or proceeding does not
constitute willful misconduct or is not performed or omitted in bad faith.

                            Section 5 - MISCELLANEOUS

     5.1 Neither the establishment of the Plan nor any action of the Company,
the Compensation Committee, Employee Benefits Committee or any fiduciary shall
be held or construed to confer upon any person any legal right to continue
employment with the Company. The Company expressly reserves the right to
discharge any employee whenever the interest of the Company, in its sole
judgment, may so require, without any liability on the part of the Company, the
Compensation Committee, Employee Benefits Committee or any fiduciary.

     5.2 Benefits payable under the Plan shall be paid out of the general assets
of the Company or an affiliate. The Company need not fund the benefits payable
under this Plan; however, nothing in this Section 5.2 shall be interpreted as
precluding the Company from funding or setting aside amounts in anticipation of
paying such benefits. Any benefits payable to an Eligible Employee under this
Plan shall represent an unsecured claim by such Eligible Employee against the
general assets of the Company that employed such Eligible Employee.

     5.3 The Company shall deduct from the amount of any severance benefits
payable hereunder the amount required by law

<PAGE>
                                                                               7


 to be withheld for the payment of
any taxes and any other amount, properly to be withheld.

     5.4 Benefits payable under the Plan shall not be subject to assignment,
alienation, transfer, pledge, encumbrance, commutation or anticipation by the
Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber,
commute or anticipate Plan benefits shall be void.

     5.5 This Plan shall be interpreted and applied in accordance with the laws
of the State of New York, except to the extent superseded by applicable federal
law.

     5.6 This Plan will be of no force or effect to the extent superseded by
foreign law.

     5.7 This Plan supersedes any and all prior severance arrangements,
policies, plans or practices of the Company (whether written or unwritten).
Notwithstanding the preceding sentence, the Plan does not affect the severance
provisions of any written individual employment contracts or written agreements
between an Eligible Employee and the Company. Benefits payable under the Plan
shall be offset by any other severance or termination payment made by the
Company including, but not limited to, amounts paid pursuant to any agreement or
law.

     5.8 This Plan shall be effective as of the Spinoff Date.


<PAGE>

                                   Schedule A


     An Eligible Employee entitled to benefits hereunder shall, subject to
section 2 of the Plan, receive the following:


     1. Salary Continuation

     The Eligible Employee shall receive 104 weeks of Salary continuation,
provided, however, that for purposes of determining the Salary continuation
amount, in the event the Eligible Employee has incurred an Eligible Termination
other than by reason of unsatisfactory performance, "Salary" shall include the
Eligible Employee's guideline annual bonus opportunity under the applicable
Annual Incentive Plan (as defined in paragraph 3 hereof) for the year of
termination, payment of which will be prorated annually over a period equal to
the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, to "perform services"
shall mean employment or services as a full-time employee, consultant, owner,
partner, associate, agent or otherwise on behalf of any person, principal,
partnership, firm or corporation (other than the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company or, if such re-employment occurs within six
months following the Spinoff Date, by ACNielsen or Dun & Bradstreet. For
purposes of this paragraph 1, a "Participating Company" shall have the meaning
set forth in The Cognizant Corporation Career Transition Plan.

     2. Welfare Benefit Continuation

     Medical, dental and life insurance benefits shall be provided throughout
the Salary Continuation Period at the levels in effect for the Eligible Employee
immediately prior to termination of employment but in no event greater than the
levels in effect for active employees generally during the Salary Continuation
Period, provided that the Eligible Employee shall


<PAGE>
                                                                               2


pay the employee portion of any required premium payments at the level in effect
for employees generally of the Company for such benefits. For purposes of
determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.

     3. Annual Bonus Payment

     Subject to the provisions of this paragraph 3, a cash bonus for the
calendar year of termination may be paid in an amount equal to the actual bonus
which would have been payable to the Eligible Employee under the annual bonus
plan in which he or she participates (the "Annual Incentive Plan") had such
employee remained employed through the end of the year of such termination
multiplied by a fraction the numerator of which is the number of full months of
employment during the calendar year of termination and the denominator of which
is 12. Such bonus shall be payable at the time otherwise payable under the
Annual Incentive Plan had employment not terminated. Notwithstanding the
foregoing, no amount shall be paid under this paragraph in the event the
Eligible Employee incurred an Eligible Termination by reason of unsatisfactory
performance. The foregoing provisions of this paragraph 3 shall be appropriately
modified in the case of any plan not on a calendar year basis.

     4. Long-Term Bonus Payments

     Subject to the provisions of this paragraph 4, a cash bonus may be paid
with respect to the performance cycle(s) in progress at the time of termination
under any bonus plan with a performance cycle of greater than one year in which
the Eligible Employee participates immediately prior to termination (the
"Long-Term Plan"), in the event the Eligible Employee was employed by the
Company for at least half the period of such performance cycle. In such event,
the Eligible Employee shall receive a bonus in an amount equal to the actual
bonus which would have been payable under the Long-Term Plan had such employee
remained employed through the end of the cycle during which his or her
employment terminates multiplied by a fraction the numerator of which is the
number of full months of employment during the applicable cycle and the
denominator of which is the number of months in such cycle. Such bonus shall be
payable in cash at the time otherwise payable under the Long-Term Plan had
employment not terminated whether or not the bonus under the

<PAGE>
                                                                               3


Long-term Plan was otherwise payable in cash, stock, restricted stock or any
combination of the foregoing. Notwithstanding the foregoing, no amount shall be
paid under this paragraph in the event the Eligible Employee incurred an
Eligible Termination by reason of unsatisfactory performance.

     5. Death

     Upon the death of an Eligible Employee during the Salary Continuation
Period, the benefits described in paragraphs 1, 3 and 4 of this Schedule shall
continue to be paid to his or her estate, as applicable, at the time or times
otherwise provided for herein.

     6. Other Benefits

     The Eligible Employee shall be entitled to such executive outplacement
services during the Salary Continuation Period as shall be provided by the
Company. During the Salary continuation period, financial planning/counseling
shall be afforded to the Eligible Employee to the same extent afforded
immediately prior to termination of employment in the event the Eligible
Employee incurred an Eligible Termination other than by reason of unsatisfactory
performance.

     7. No Further Grants, Etc.

     Following an Eligible Employee's termination of employment, no further
grants, awards, contributions, accruals or continued participation (except as
otherwise provided for herein) shall be made to or on behalf of such employee
under any plan or program maintained by the Company including, but not limited
to, any Annual Incentive Plan, any Long-Term Plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan
of the Company. Any unvested or unexercised options, unvested restricted stock
and all other benefits under any plan or program maintained by the Company
(including, but not limited to, any Annual Incentive Plan, any Long-Term Plan or
any qualified or nonqualified retirement, profit sharing, stock option or
restricted stock plan) which are held or accrued by an Eligible Employee at the
time of his or her termination of employment, shall be treated in accordance
with the terms of such plans and programs under which such options, restricted
stock or other benefits were granted or accrued.


<PAGE>




                                                                       Exhibit 1


                         SEVERANCE AGREEMENT AND RELEASE


     THIS SEVERANCE AGREEMENT AND RELEASE, made by and between _______________
(hereinafter referred to as "Employee"), and Cognizant Corporation (hereinafter
deemed to include its worldwide subsidiaries and affiliates and referred to as
"the Company").

     WITNESSETH THAT:

     WHEREAS, Employee has been employed by the Company since the date specified
in the Appendix; and

     WHEREAS, the parties to this Agreement desire to enter into an agreement in
order to provide certain benefits and salary continuation to Employee;

     NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter provided and of the actions taken pursuant thereto, the parties
agree as follows:


     1. Employee's employment with the Company, and Employee's membership on any
committees, is terminated effective on the date specified in the Appendix.

     2. Effective on the date set forth in the Appendix, Employee will incur an
"Eligible Termination" under The Cognizant Corporation Executive Transition Plan
(the "Plan"), a summary plan description of which Employee hereby acknowledges
receipt, and will, accordingly, be entitled to the benefits set forth therein
subject to the terms and conditions of such Plan. A summary of the benefits to
which Employee is entitled under the Plan is set forth in the Appendix.

     3. Through the Termination Date specified in the Appendix, Employee will be
reasonably available to consult on matters, and will cooperate fully with
respect to any claims, litigations or investigations, relating to the Company.
No reimbursement for expenses incurred after the commencement of a period of
inactive employee status, or if there is no such period, after termination of
employment, shall be made to Employee unless authorized in advance by the
Company.

<PAGE>
                                                                               2


     4. Employee agrees that until the Termination Date Employee will not 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 Employee'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 Company; nor if Employee becomes associated with a company, partnership or
individual which company, partnership or individual acts as a consultant to
businesses in competition with the Company will Employee provide services to
such competing businesses. The restrictions contained in this paragraph shall
apply whether or not Employee accepts any form of compensation from such
competing entity or consultant. Employee also agrees that until the Termination
Date Employee will not recruit or solicit any customers of the Company to become
customers of any business entity which competes with any of the businesses owned
or operated by the Company. In addition, Employee agrees that until the
Termination Date neither Employee nor any company or entity Employee controls or
manages, shall recruit or solicit any employee of the Company to become an
employee of any business entity.

     5. If Employee performs services for an entity other than the Company at
any time prior to the Termination Date (whether or not such entity is in
competition with the Company), Employee shall notify the Company on or prior to
the commencement thereof. To "perform services" shall mean employment or
services as a full-time employee, consultant, owner, partner, associate, agent
or otherwise on behalf of any person, principal, partnership, firm or
corporation. For purposes of this paragraph 5 only, "Company" shall mean
Cognizant Corporation and any other affiliated entity which has been designated
to participate in The Cognizant Corporation Career Transition Plan by action of
the Employee Benefits Committee.

     6. Employee agrees that Employee will not directly or indirectly disclose
any proprietary or confidential information, records, data, formulae,
specifications and other trade secrets owned by the Company, whether oral or
written, to any person or use any such information, except pursuant to court
order (in which case Employee will first provide the Company with written notice
of such). All records, files, drawings, documents, models, disks, equipment and
the like relating to the businesses 

<PAGE>
                                                                               3


of the Company shall remain the sole property of the Company and shall not be
removed from the premises of the Company. Employee further agrees to return to
the Company any property of the Company which Employee may have, no matter where
located, and not to keep any copies or portions thereof.

     7. Employee shall not make any derogatory statements about the Company and
shall not make any written or oral statement, news release or other announcement
relating to Employee's employment by the Company or relating to the Company, its
subsidiaries, customers or personnel, which is designed to embarrass or
criticize any of the foregoing.

     8. Employee agrees that in the event of any breach of the covenants
contained in paragraphs 3, 4, 5, 6 or 7 in addition to any remedies that may be
available to the Company, the Company may cease all payments required to be made
to Employee under the Plan and recover all such payments previously made to
Employee pursuant to the Plan. The parties agree that any such breach would
cause injury to the Company which cannot reasonably or adequately be quantified
and that such relief does not constitute in any way a penalty or a forfeiture.

     9. Employee, for Employee, Employee's family, representatives, successors
and assigns releases and forever discharges the Company and its successors,
assigns, subsidiaries, affiliates, directors, officers, employees, attorneys,
agents and trustees or administrators of any Company plan from any and all
claims, demands, debts, damages, injuries, actions or rights of action of any
nature whatsoever, whether known or unknown, which Employee had, now has or may
have against the Company, its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan, from the beginning of Employee's employment to and
including the date of this Agreement relating to or arising out of Employee's
employment with the Company or the termination of such employment other than a
claim with respect to a vested right Employee may have to receive benefits under
any plan maintained by the Company. Employee represents that Employee has not
filed any action, complaint, charge, grievance or arbitration against the
Company or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan.

     10. Employee covenants that neither Employee, nor any of Employee's
respective heirs, representatives, successors or


<PAGE>
                                                                               4


assigns, will commence, prosecute or cause to be commenced or prosecuted against
the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan any action or other proceeding based upon any claims,
demands, causes of action, obligations, damages or liabilities which are being
released by this Agreement, nor will Employee seek to challenge the validity of
this Agreement, except that this covenant not to sue does not affect Employee's
future right to enforce appropriately the terms of this Agreement in a court of
competent jurisdiction.

     11. Employee acknowledges that (a) Employee has been advised to consult
with an attorney at Employee's own expense before executing this Agreement and
that Employee has been advised by an attorney or has knowingly waived Employee's
right to do so, (b) Employee has had a period of at least twenty-one (21) days
within which to consider this Agreement, (c) Employee has a period of seven (7)
days from the date that Employee signs this Agreement within which to revoke it
and that this Agreement will not become effective or enforceable until the
expiration of this seven (7) day revocation period, (d) Employee fully
understands the terms and contents of this Agreement and freely, voluntarily,
knowingly and without coercion enters into this Agreement, (e) Employee is
receiving greater consideration hereunder than Employee would receive had
Employee not signed this Agreement and that the consideration hereunder is given
in exchange for all of the provisions hereof and (f) the waiver or release by
Employee of rights or claims Employee may have under Title VII of the Civil
Rights Act of 1964, The Employee Retirement Income Security Act of 1974, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the
Rehabilitation Act, the Worker Adjustment and Retraining Act (all as amended)
and/or any other local, state or federal law dealing with employment or the
termination thereof is knowing and voluntary and, accordingly, that it shall be
a breach of this Agreement to institute any action or to recover any damages
that would be in conflict with or contrary to this acknowledgement or the
releases Employee has granted hereunder. Employee understands and agrees that
the Company's payment of money and other benefits to Employee and Employee's
signing of this Agreement does not in any way indicate that Employee has any
viable claims against the Company or that the Company admits any liability
whatsoever.


<PAGE>
                                                                               5


     12. This Agreement constitutes the entire agreement of the parties and all
prior negotiations or representations are merged herein. It shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and legal representatives but neither this Agreement
nor any rights hereunder shall be assignable by Employee without the Company's
written consent. In addition, this Agreement supersedes any prior employment or
compensation agreement, whether written, oral or implied in law or implied in
fact between Employee and the Company, other than those contracts and agreements
excepted from the application of section 5.7 of the Plan pursuant to the terms
of such section, which prior agreements are hereby terminated.

     13. If for any reason any one or more of the provisions of this Agreement
shall be held or deemed to be inoperative, unenforceable or invalid by a court
of competent jurisdiction, such circumstances shall not have the effect of
rendering such provision invalid in any other case or rendering any other
provisions of this Agreement inoperative, unenforceable or invalid.

     14. This Agreement shall be construed in accordance with the laws of the
State of _____________, except to the extent superseded by applicable federal
law.

     15. This Agreement shall terminate in its entirety the Change in Control
Severance Agreement between the Company and Employee. [USE PROVISION IF
APPLICABLE]


<PAGE>
                                                                               6



     IN WITNESS WHEREOF, Employee and Cognizant Corporation, by its duly
authorized agent, have hereunder executed this Agreement.


Dated:


                                                --------------------------------
                                                         Employee


                                               COGNIZANT CORPORATION


                                               --------------------------------
                                               Title:


<PAGE>


                                                                        Appendix

                         Summary of Benefit Entitlements
                         Under The Cognizant Corporation
                            Executive Transition Plan


Employment with                       ______________________________
Company Since:

Effective Date                        ______________________________
of Resignation:

Positions Resigned:                   ______________________________

Effective Date of                     ______________________________
Eligible Termination:

Termination Date:                     ______________________________


Salary Continuation:                  $____ per week for ____ weeks

Welfare Benefit Continuation:         [LIST NAMES OF MEDICAL, DENTAL, LIFE PLANS
                                      UNDER WHICH EMPLOYEE COVERED]

Annual Bonus Payment:                 x/12 of the annual bonus otherwise payable
                                      to you at time of normal payment.

Long-Term Bonus Payments:             x/y of the long-term bonus otherwise
                                      payable to you for the _______
                                      cycles at time of normal payment.

Executive Outplacement:               As provided by the Company.

[Financial Planning/
Counseling:]

        The description of benefits contained in this Appendix is only a summary
        and is subject to the terms and conditions of the Plan. Refer to your
        summary plan description for more detail.