COGNIZANT CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN














                        Effective as of November 1, 1996
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                              COGNIZANT CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                        Effective as of November 1, 1996

                                  INTRODUCTION

Effective as of November 1, 1996, the Cognizant Corporation Supplemental
Executive Retirement Plan (the "Plan") is established to provide a means of
ensuring the payment of a competitive level of retirement income and disability
and survivor benefits, and thereby attract, retain and motivate selected
executives of Cognizant Corporation and its affiliated employers.

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                             SECTION 1--DEFINITIONS


1.1     "Actuarial Equivalent Value": shall mean a benefit of equivalent value
        computed on the basis of the 1983 Group Annuity Mortality Table and
        interest equal to the yield on 30-year Treasury Bonds as of the last
        business day of the Plan Year prior to the year in which the relevant
        calculation occurs.

1.2     "Affiliated Employer": shall mean the Company and any other affiliated
        entity.

1.3     "Average Final Compensation": means a Member's average annual
        Compensation during the five consecutive 12-month periods in the last
        ten consecutive 12-month periods of his or her Credited Service (or
        during the total number of consecutive 12-month periods if fewer than
        five), immediately prior to the Member's termination of or removal from
        participation under this Plan, affording the highest such Average Final
        Compensation. If actual monthly Compensation for any month during the
        120-month computational period is unavailable, Compensation for such
        month shall be determined by dividing the Member's annual rate of base
        pay in the month preceding such unavailable month by 12.

1.4     "Basic Disability Plan": shall mean as to any Member the long-term
        disability plan of the Company or an Affiliated Employer pursuant to
        which long-term disability benefits are payable to such Member.

1.5     "Basic Disability Plan Benefit": shall mean the amount of benefits
        payable to a Member from the Basic Disability Plan.

1.6      "Basic Plan": shall mean as to any Member or Vested Former Member the
         defined benefit pension plan of the Company or an Affiliated Employer
         intended to meet the requirements of Code Section 401(a) pursuant to
         which retirement benefits are payable to such Member or Vested Former
         Member or to the Surviving Spouse or designated beneficiary of a
         deceased Member or Vested Former Member.

1.7     "Basic Plan Benefit": shall mean the amount of benefits payable from the
        Basic Plan to a Member or Vested Former Member.


1.8      "Board": shall mean the Board of Directors of Cognizant Corporation,
         except that any action authorized to be 


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         taken by the Board hereunder may also be taken by a duly authorized
         committee of the Board or its duly authorized delegees.

1.9     "Change in Control":

        (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
            corporation owned, directly or indirectly, by the stockholders of
            the Company, becomes the "Beneficial Owner" (as defined in Rule
            13d-3 of 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 24 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 (i) a
            director nominated by a Person who has entered into an agreement
            with the Company to effect a transaction described in Sections
            1.9(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) 


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            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.

1.10    "Code": shall mean the Internal Revenue Code of 1986, as amended from
        time to time.

1.11    "Committee": shall mean the Executive Compensation and Benefits
        Committee of the Board, except that any action authorized to be taken by
        the Committee hereunder may also be taken by another duly authorized
        committee or duly authorized delegees.

1.12    "Company": shall mean Cognizant Corporation.

1.13    "Compensation": shall mean base salary, annual bonuses, commissions,
        overtime and shift pay, in each case prior to reductions for pre-tax
        contributions made to a plan or salary reduction contributions to a plan
        or salary reduction contributions to a plan excludable from income under
        Code Section 125 of the Code. Compensation excludes, however, severance
        pay (including, without limitation to, salary continuation under the
        Company's Career Transition Plan), special stay-on bonuses, long-term
        bonuses, retirement income, change-in-control payments, contingent
        payments, income derived from stock options, stock appreciation rights
        and other equity based compensation and other forms of special
        remuneration.

1.14    "Covered Earnings": shall mean a Member's Compensation in the 12 months
        immediately preceding the onset of the Member's Disability.

1.15    "Deferred Vested Benefit": shall mean the benefits described in Section
        3.2(b) hereof.

1.16    "Disability" or "Disabled": shall mean disability or disabled for
        purposes of the Basic Disability Plan.

1.17    "Disability Benefits": shall mean the benefits provided as described in
        Section 4.1(b) hereof.


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1.18     "Effective Date":  shall mean November 1, 1996.

1.19    "Former Member": shall mean (i) a Member whose employment with the
        Company or an Affiliated Employer terminates before he or she has
        completed five or more years of Service, or (ii) a Member who was
        removed from the Plan, in accordance with Section 2.2 hereof, before he
        or she has completed five or more years of Service.

1.20    "Lump Sum Election": shall mean an election to receive all or portion of
        the benefits payable hereunder in a lump sum pursuant to Section 3.4
        hereof.

1.21    "Member": shall mean an employee of the Company or an Affiliated
        Employer who becomes a participant in the Plan pursuant to Section 2.

1.22    "Other Disability Income": shall mean (i) the disability insurance
        benefit that the Member is entitled to receive under the Federal Social
        Security Act while he or she is receiving the Basic Disability Plan
        Benefit and (ii) the disability income payable to a Member from any
        supplemental executive disability plan of the Company or any Affiliated
        Employer or from any other contract, agreement or other arrangement with
        the Company or an Affiliated Employer (excluding any Basic Disability
        Plan).

1.23    "Other Retirement Income": shall mean:

        (a) the Social Security retirement benefit that the Member or Former
            Member is entitled to receive under the Federal Social Security Act,
            assuming that for years prior to the Member's employment with the
            Company and for years following the Member's termination of
            employment with the Company until the Member attains age 62, the
            Member earned compensation so as to accrue the maximum Social
            Security benefits, and

        (b) the retirement income payable to a Member or Vested Former Member
            from any "excess benefit plan" as that term is defined in Section
            3(36) of the Employee Retirement Income Security Act of 1974, as
            amended ("ERISA"), any plan described in Section 201(2), of ERISA
            and any other contract, agreement or other arrangement, in any case,
            maintained or entered into with the Company or an Affiliated


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            Employer (excluding any Basic Plan and any defined contribution plan
            intended to meet the requirements of Code Section 401(a)).

1.24    "Plan": shall mean the Cognizant Corporation Supplemental Executive
        Retirement Plan, as embodied herein, and any amendments thereto.

1.25    "Predecessor to this Plan": shall mean the Supplemental Executive
        Benefit Plan of The Dun & Bradstreet Corporation, as amended effective
        December 21, 1994.

1.26    "Retirement": shall mean the termination of a Member's or Vested Former
        Member's employment with the Company or an Affiliated Employer other
        than by reason of death or Disability (i) after reaching age 55 and
        completing ten years of Credited Service, or (ii) immediately following
        the cessation of the payment of Disability Benefits under the Plan to
        such Member or Vested Former Member while he or she is Disabled.

1.27    "Retirement Benefits": shall mean the benefits described in Section
        3.1(b) hereof.

1.28    "Service": shall mean a Member's service defined as Vesting Service in
        the Basic Plan, which is taken into account for vesting purposes
        thereunder (including any such service prior to the date such individual
        becomes a Member but not including any such service after participation
        hereunder terminates), except that it will also include service while
        the Member is receiving Disability Benefits under this Plan.
        Notwithstanding the foregoing, (i) if a Member was employed by a company
        acquired by the Company or an Affiliated Employer after the Effective
        Date, such Member's service with that company prior to the date of
        acquisition will not be taken into account hereunder and (ii) upon
        commencement of participation hereunder in accordance with Section 2.1
        hereof, the CEO (as defined in such section) may limit any service
        otherwise to be taken into account hereunder with respect to periods
        prior to the date of participation in the Plan.

1.29    "Surviving Spouse": shall mean the spouse of a deceased Member or Vested
        Former Member to whom such Member or Vested Former Member is married
        under applicable state law immediately preceding such Member or Vested
        Former Member's death.

1.30    "Surviving Spouse's Benefits": shall mean the benefits described in
        Section 5 hereof


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1.31     "Vested Former Member": shall mean (i) a Member whose employment with
         the Company or an Affiliated Employer terminates on or after the date
         on which he or she has completed five or more years of Service, or (ii)
         a Member who was removed from the Plan, in accordance with Section 2.2
         hereof, on or after the date on which he or she has completed five or
         more years of Service.


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                            SECTION 2--PARTICIPATION


2.1     Commencement of Participation. The Chief Executive Officer ("CEO") of
        the Company and such other key executives of the Corporation and its
        Affiliated Employers as are designated by the CEO in writing and
        approved by the Committee shall participate in the Plan as of a date
        determined by the CEO.

2.2     Termination of Participation. A Member's participation in the Plan shall
        terminate upon termination of his or her employment with the Company or
        any Affiliated Employer. Prior to termination of employment, a Member
        may be removed, upon written notice by the CEO as approved by the
        Committee, from further participation in the Plan. As of the date of
        termination or removal, no further benefits shall accrue to such
        individual hereunder.


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                     SECTION 3--AMOUNT AND FORM OF BENEFITS

3.1     Retirement Benefits.

        (a) Eligibility. Upon the Retirement of a Member or Vested Former Member
            from the Company or an Affiliated Employer, he or she shall be
            entitled to the Retirement Benefit described in Section 3.1(b)
            hereof.

        (b) Amount. The Retirement Benefit of a Member or Vested Former Member
            shall be an annual benefit equal to the difference between (i) and
            the sum of (ii), (iii), (iv) and (v) where:

            (i)   is 50% of his or her Average Final Compensation, plus 2% of
                  such Average Final Compensation multiplied by the number of
                  his or her years of Service over ten but not in excess of 15
                  years;

            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Basic Plan Benefit becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value as of such date of the Basic Plan Benefit that would
                  become payable in the form of an annual life annuity starting
                  on the earliest possible date under the terms of the Basic
                  Plan;

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date of his or her Retirement
                  expressed in the form of an annual life annuity, or, if the
                  Other Retirement Income becomes payable after the Member's or
                  Vested Former Member's Retirement, the Actuarial Equivalent
                  Value as of such date of the Other Retirement Income that
                  would become payable in the form of an annual life annuity
                  starting on the earliest possible date under the terms of the
                  appropriate retirement arrangement; and

            (iv)  is the annual benefit payable to the Member or Vested Former
                  Member under the terms of the


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                  Predecessor to this Plan as of the date of his or her
                  Retirement, expressed in the form of an annual life annuity.

3.2     Deferred Vested Benefit.

        (a) Eligibility. Each Member and Vested Former Member who has completed
            five or more years of Service and whose employment with the Company
            or an Affiliated Employer terminates prior to Retirement, other than
            by reason of death or Disability, shall be entitled to the Deferred
            Vested Benefit described in Section 3.2(b) hereof.

        (b) Amount. The Deferred Vested Benefit of a Member or Vested Former
            Member who terminates with the Company's consent shall be an annual
            benefit equal to the difference between (i) and the sum of (ii),
            (iii), and (iv), where:

            (i)   is 25% of his or her Average Final Compensation, plus 5% of
                  such Average Final Compensation multiplied by the number of
                  his or her years of Service over five (5) but not in excess of
                  ten (10), plus 2% of such Average Final Compensation
                  multiplied by the number of his or her years of Service over
                  ten but not in excess of 15;

            (ii)  is the Basic Plan Benefit payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Basic Plan Benefit becomes payable after
                  the Member's or Vested Former Member's Deferred Vested Benefit
                  commences, the Actuarial Equivalent Value as of such date of
                  the Basic Plan Benefit that would become payable in the form
                  of an annual life annuity starting on the earliest possible
                  date under the terms of the Basic Plan;

            (iii) is the Other Retirement Income payable to the Member or Vested
                  Former Member as of the date his or her Deferred Vested
                  Benefit commences expressed in the form of an annual life
                  annuity, or, if the Other Retirement Income becomes payable
                  after the Member's or Vested Former Member's Deferred Vested
                  Benefit commences, the Actuarial Equivalent Value as of such
                  date of the Other Retirement Income that would become payable
                  in the form of an annual 


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                  life annuity starting on the earliest possible date under the
                  terms of the appropriate retirement arrangement; and

            (iv)  is the annual benefit payable to the Member or Vested Former
                  Member under the terms of the Predecessor to this Plan as of
                  the date his or her Deferred Vested Benefit commences,
                  expressed in the form of an annual life annuity.

3.3     Form of Payment.

        (a) Except as provided under Section 3.3(b) or Section 3.3(c), the
            Retirement Benefit or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in monthly installments in the
            form of a straight life annuity and without regard to any optional
            form of benefits elected under the Basic Plan. Payments shall
            commence on the first day of the calendar month coinciding with or
            next following (i) the Member's or Vested Former Member's
            Retirement, in the case of Retirement Benefits or (ii) the later of
            the date the Member or Vested Former Member attains age 55 or
            terminates employment, in the case of Deferred Vested Benefits.

        (b) If a Member or Vested Former Member has made a Lump Sum Election
            pursuant to Section 3.4 and such Lump Sum Election becomes effective
            (i) prior to the date of such Member's or Vested Former Member's
            Retirement or termination of employment with the Company or an
            Affiliated Employer and (ii) while he or she was still a Member, the
            Retirement Benefit, or Deferred Vested Benefit under this Plan, as
            the case may be, shall be payable in the form or combination of
            forms of payment elected pursuant to such Lump Sum Election under
            Section 3.4 and without regard to any optional form of benefits
            elected under the Basic Plan. Any portion of the benefits hereunder
            payable in a lump sum shall be paid within 60 days following (i) the
            Member's or Vested Former Member's Retirement, in the case of
            Retirement Benefits or (ii) the later of the date the Member or
            Vested Former Member attains age 55 or terminates employment, in the
            case of Deferred Vested Benefits.

        (c) Notwithstanding any Lump Sum Election made (or not made) under
            Section 3.3, if the lump sum value, determined in the same manner
            as provided under Section 3.4 (a), of a Member's or Vested Former
            Member's Retirement, or Deferred Vested Benefit is $10,000 or less
            at the time such benefit is payable 


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            under this Plan, such benefit shall be payable as a lump sum.

3.4     Lump Sum Election.

        (a) A Member or Vested Former Member may elect to receive all, none, or
            a specified portion, as provided in Section 3.4(c), of his or her
            Retirement Benefit or Deferred Vested Benefit under the Plan as a
            lump sum and to receive any balance of such benefit in the form of
            an annuity; provided that any such Lump Sum Election shall be
            effective for purposes of this Plan only if the conditions of
            Section 3.4(b) are satisfied. A Member or Vested Former Member may
            elect a payment form different than the payment form previously
            elected by him or her under this Section 3.4(a) by filing a revised
            election form; provided that any such new election shall be
            effective only if the conditions of Section 3.4(b) are satisfied
            with respect to such new election. Any prior Lump Sum Election made
            by a Member that has satisfied the conditions of Section 3.4(b)
            shall remain effective for purposes of the Plan until such Member
            has made a new election satisfying the conditions of Section 3.4(b).
            The amount of any portion of a Member's or a Vested Former Member's
            Retirement Benefit or Deferred Vested Benefit payable as a lump sum
            under this Section 3.4 shall equal the present value of such portion
            of the benefit, and such present value shall be determined (i) based
            on a discount rate equal to 85% of the average 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.

        (b) A Member's Election under Section 3.4(a) becomes effective only if
            all of the following conditions are satisfied: (i) such Member
            remains in the employment of the Company or an Affiliated Employer,
            as the 


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            case may be, for the full 12 calendar months immediately following
            the date of such election (the "Election Date"), except in the case
            of death or Disability of such Member (in which case Section 3.4(d)
            shall apply) and (ii) such Member complies with the administrative
            procedures set forth by the Committee with respect to the making of
            a Lump Sum Election.

        (c) A Member making an election under Section 3.4(a) may specify the
            portion of his Retirement, or Deferred Vested Benefit under the Plan
            to be received in a lump sum as follows: 0%, 25%, 50%, 75%, or 100%.

        (d) In the event a Member who has made an Election pursuant to Section
            3.4(a) dies or becomes Disabled while employed by the Company or an
            Affiliated Employer and such death or total and permanent Disability
            occurs during the 12 calendar-month period immediately following the
            Election Date, the condition under Section 3.4(b)(i) shall be
            deemed satisfied with respect to such Member.

3.5     Cessation of Benefits. Subject to Section 3.8 hereof, no benefits or no
        further benefits, as the case may be, shall be paid to a Member, Vested
        Former Member or Surviving Spouse if the Member or Vested Former Member
        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 Member's or Vested Former Member'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 Company, 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, or if the Member or Vested Former Member becomes associated
            with a company, partnership or individual which company, partnership
            or individual acts as a consultant to businesses in competition with
            the Company, such Member or Vested Former Member provided services
            to such competing businesses, whether or not, in any of the
            foregoing cases, such Member or Vested Former Member accepts any
            form of compensation from such competing entity or consultant; or

        (b) been discharged from employment with the Company or any Affiliated
            Employer for "cause." "Cause" means (i) willful malfeasance or
            willful misconduct by the Member or Former Vested Member in



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            connection with his or her employment, (ii) continuing failure to
            perform such duties as are requested by any employee to whom the
            Member or Vested Former Member reports or the Board or (iii) the
            commission by a Member or Vested Former Member of (I) any felony or
            (II) any misdemeanor involving moral turpitude.

3.6     Notification of Cessation of Benefits. Subject to Section 3.8 hereof, in
        any case described in Section 3.5, the Member, Vested Former Member or
        Surviving Spouse shall be given prior written notice that no benefits or
        no further benefits, as the case may be, will be paid to such Member,
        Vested Former Member or Surviving Spouse. Such written notice shall
        specify the particular act(s), or failures to act, and the basis on
        which the decision to cease paying his or her benefits has been made.

3.7     Repayment of Benefits Paid as Lump Sum.

        (a)  Subject to Section 3.8 hereof, a Member or Vested Former Member
             who receives in a lump sum any portion of his or her Retirement
             Benefit or Deferred Vested Benefit pursuant to a Lump Sum
             Election, shall receive such lump sum portion of such Retirement
             Benefit or Deferred Vested Benefit subject to the condition that
             if such Member or Vested Former Member engages in any of the acts
             described in Section 3.5(a), then such Member or Vested Former
             Member shall within 60 days after written notice by the Company
             repay to the Company the amount described in Section 3.7(b).

        (b)  The amount described in this section shall equal the amount of the
             Member's or Vested Former Member's lump sum benefit paid under
             this Plan to which such Member or Vested Former Member 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 Section 3.5.

3.8     Change in Control. Notwithstanding anything to the contrary contained
        herein, the provisions of Sections 3.5 through 3.7 shall be of no force
        or effect from and after a Change in Control with respect to any Member
        and Vested Former Member who is employed by the Company or an Affiliated
        Employer as of such Change in Control.


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                        SECTION 4--DISABILITY BENEFITS

4.1     (a) Eligibility. A Member who is enrolled for the maximum disability
            insurance coverage available under the Basic Disability Plan and who
            has become Disabled shall be entitled to the Disability Benefit
            described in Section 4.1(b).

        (b) Amount. The Disability Benefit of a Member entitled thereto shall be
            an annual benefit payable in monthly installments under this Plan
            during the same period as disability benefits are actually paid by
            the Basic Disability Plan, in an amount equal to 60% of the Member's
            Covered Earnings, offset by the Member's (i) Basic Disability Plan
            Benefit, (ii) Basic Plan Benefit, if the Basic Disability Plan
            Benefit does not already include an offset for such Basic Plan
            Benefit, and (iii) Other Disability Income.


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                     SECTION 5--SURVIVING SPOUSE'S BENEFITS

5.1     Death Prior to Benefit Commencement. Upon the death of a Member or
        Vested Former Member, prior to the commencement of his or her Retirement
        Benefit or Deferred Vested Benefit hereunder, his or her Surviving
        Spouse will be entitled to a Surviving Spouse's Benefit under this Plan
        equal to 50% of the Retirement or Deferred Vested Benefit that would
        have been provided from the Plan had the Member or Vested Member retired
        from or terminated employment with the Company or an Affiliated Employer
        on the date of death.

5.2     Death On or After Benefit Commencement. Upon the death of a Vested
        Former Member while he or she is receiving Retirement or Deferred Vested
        Benefits, his or her Surviving Spouse shall receive a Surviving Spouse's
        Benefit equal to 50% of the Benefit he or she was receiving at the time
        of death. Notwithstanding the foregoing, no benefit shall be payable
        under this Section 5.2 to the extent a Retirement Benefit or Deferred
        Vested Benefit was previously paid to a Member or Vested Former Member
        in the form of a lump sum.

5.3     Commencement of Surviving Spouse's Benefit. Except as provided in
        Section 5.4, the Surviving Spouse's Benefit provided under Sections 5.1
        or 5.2 will be payable monthly, commencing on the first day of the month
        coincident with or next following the date of the Member's or Vested
        Former Member's death, or, if the Member or Vested Former Member had not
        attained age 55, on the date such Member or Vested Former Member would
        have attained age 55 had he or she lived. Such benefits shall continue
        until the first day of the month in which the Surviving Spouse dies.

5.4     Lump Sum Payment.

        (a) If a Member or a Vested Former Member made an Election under Section
            3.4 but such Member or Vested Former Member died prior to such lump
            sum payment, the Surviving Spouse's Benefit payable under Section
            5.1 hereof will be payable in the form or combination of forms of
            payment so elected by such Member or Vested Former Member pursuant
            to such Lump Sum Election. The amount of any lump sum payment under
            the Plan, shall be determined using the actuarial assumptions set
            forth in Section 3.4(a).


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        (b) If the lump sum value, determined in the same manner as provided
            under Section 3.4(a), of a Surviving Spouse's Benefit is $10,000 or
            less at the time such Surviving Spouse's Benefit is payable under
            this Plan, such benefit shall be payable as a lump sum.

        (c) Any Surviving Spouse's Benefit which is payable as a lump sum shall
            be paid, within 60 days after the date when any portion of such
            benefit payable in annuity form commences or would commence if any
            portion of such Surviving Spouse's Benefit were payable as an
            annuity as set forth in Section 5.3.

5.5     Reduction. Notwithstanding the foregoing provisions of Section 5, the
        amount of a Surviving Spouse's Benefit shall be reduced by one
        percentage point for each year (where a half year or more is treated as
        a full year) in excess of ten years that the age of the Member or Vested
        Former Member exceeds the age of the Surviving Spouse.


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                              SECTION 6--COMMITTEES

6.1     Duties and Authority. The Committee 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 the Committee's 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 to
        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 Members, Former
        Members, Vested Former Members and Surviving Spouses.


                                       18
<PAGE>


                            SECTION 7--MISCELLANEOUS

7.1     Amendment; Termination. 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 no termination, suspension
        or amendment of the Plan may adversely affect (a) a Member's or Vested
        Former Member's benefit under the Plan to which he or she is entitled
        hereunder or, (b) a Vested Former Member's right or the right of a
        Surviving Spouse to receive or to continue to receive a benefit in
        accordance with the Plan, such benefits or rights as in effect on the
        date immediately preceding the date of such termination, suspension or
        amendment.

7.2     No Employment Rights. Nothing contained herein will confer upon any
        Member, Former Member or Vested Former Member the right to be retained
        in the service of the Company or any Affiliated Employee, nor will it
        interfere with the right of the Company or any Affiliated Employer to
        discharge or otherwise deal with Members, Former Members or Vested
        Former Members with respect to matters of employment.

7.3     Payout in Discretion of the Committee. Notwithstanding anything herein
        to the contrary, at any time following the termination of service of the
        Member or Vested Former Member, the Committee may authorize, under
        uniform rules applicable to all Members, Vested Former Members and
        Surviving Spouses under the Plan, a lump sum distribution of a Member's,
        Vested Former Member's and/or Surviving Spouse's Retirement Benefit or
        Surviving Spouse's Benefit under the Plan in an amount equal to the
        present value of such Retirement Benefit or Surviving Spouse's Benefit,
        using the actuarial assumptions then in use for funding purposes under
        the Cognizant Company Retirement Plan, in full satisfaction of all
        present and future Plan liability with respect to such Member, Vested
        Former Member and/or Surviving Spouse, if the amount of such present
        value is less than $250,000. Such lump sum distribution may be made
        without the consent of the Member, Vested Former Member or Surviving
        Spouse.

7.4     Unfunded Status. Members and Vested Former Members shall have the status
        of general unsecured creditors of the Company, and this Plan constitutes
        a mere promise by the Company to make benefit payments at the time or
        times required hereunder. It is the intention of the Company that this
        Plan be unfunded for tax purposes and for purposes of Title I of ERISA
        and any trust created by the Company and 


                                       19
<PAGE>


        any assets held by such trust to assist the Company in meeting its
        obligations under the Plan shall meet the requirements necessary to
        retain such unfunded status.

7.5     Arbitration. Any dispute or controversy arising under or in connection
        with the Plan shall be settled exclusively by arbitration in New York,
        New York in accordance with the rules of the American Arbitration
        Association in effect at the time of such arbitration. The Company shall
        pay the entire costs of any proceeding brought by a Member, Vested
        Former Member, Former Member, or Surviving Spouse hereunder, including
        the fees and expenses of counsel and pension experts engaged by such
        person, and such expenses shall be reimbursed promptly upon evidence
        that such expenses have been incurred without awaiting the outcome of
        the proceedings; provided, however, that such costs and expenses shall
        be repaid to the Company by the recipient of same if it is finally
        determined by the arbitrators that the position taken by such person was
        entirely without merit. Failure of such person to prevail in any dispute
        or controversy shall not be the sole basis on which such determination
        shall be made.

7.6     No Alienation. A Member's or Vested Former Member's right to benefit
        payments under the Plan shall not be subject in any manner to
        anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance, attachment or garnishment by creditors or such Member or
        Vested Former Member or his or her Surviving Spouse.

7.7     Withholding. The Company may withhold from any benefit under the Plan an
        amount sufficient to satisfy its tax withholding obligations.

7.8     Governing 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 such state to the extent not preempted by federal
        law.


                                       20
<PAGE>


In witness whereof, the Company has caused this document to be executed by its
officer effective November 1, 1996.

Cognizant Corporation

By:____________________________________

Its:___________________________________

Date:__________________________________


                                       21
<PAGE>


TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
INTRODUCTION...................................................................1

SECTION 1--DEFINITIONS.........................................................2
1.1      "Actuarial Equivalent Value"..........................................2
1.2      "Affiliated Employer".................................................2
1.3      "Average Final Compensation"..........................................2
1.4      "Basic Disability Plan"...............................................2
1.5      "Basic Disability Plan Benefit".......................................2
1.6      "Basic Plan"..........................................................3
1.7      "Basic Plan Benefit"..................................................3
1.8      "Board"...............................................................3
1.9      "Change in Control"...................................................3
1.10     "Code"................................................................4
1.11     "Committee"...........................................................4
1.12     "Company".............................................................5
1.13     "Compensation"........................................................5
1.14     "Covered Earnings"....................................................5
1.15     "Deferred Vested Benefit".............................................5
1.16     "Disability" or "Disabled"............................................5
1.17     "Disability Benefits".................................................5
1.18     "Effective Date"......................................................5
1.19     "Former Member".......................................................6
1.20     "Lump Sum Election"...................................................6
1.21     "Member"..............................................................6
1.22     "Other Disability Income".............................................6
1.23     "Other Retirement Income".............................................6
1.24     "Plan"................................................................7
1.25     "Predecessor to this Plan"............................................7
1.26     "Retirement"..........................................................7
1.27     "Retirement Benefits".................................................7
1.28     "Service".............................................................7
1.29     "Surviving Spouse"....................................................8
1.30     "Surviving Spouse's Benefits".........................................8
1.31     "Vested Former Member"................................................8

SECTION 2--PARTICIPATION.......................................................9
2.1      Commencement of Participation.........................................9
2.2      Termination of Participation..........................................9

SECTION 3--AMOUNT AND FORM OF BENEFITS........................................10
3.1      Retirement Benefits..................................................10
3.2      Deferred Vested Benefit..............................................11
3.3      Form of Payment......................................................12
3.4      Lump Sum Election....................................................13
3.5      Cessation of Benefits................................................14
3.6      Notification of Cessation of Benefits................................15
3.7      Repayment of Benefits Paid as Lump Sum...............................16
3.8      Change in Control....................................................16


<PAGE>


SECTION 4--DISABILITY BENEFITS................................................17
4.1      (a)  Eligibility.....................................................17
         (b)  Amount..........................................................17

SECTION 5--SURVIVING SPOUSE'S BENEFITS........................................18
5.1      Death Prior to Benefit Commencement..................................18
5.2      Death On or After Benefit Commencement...............................18
5.3      Commencement of Surviving Spouse's Benefit...........................18
5.4      Lump Sum Payment.....................................................18
5.5      Reduction............................................................19

SECTION 6--COMMITTEE..........................................................20
6.1      Duties and Authority.................................................20

SECTION 7--MISCELLANEOUS......................................................21
7.1      Amendment; Termination...............................................21
7.2      No Employment Rights.................................................21
7.3      Payout in Discretion of the Committee................................21
7.4      Unfunded Status......................................................22
7.5      Arbitration..........................................................22
7.6      No Alienation........................................................22
7.7      Withholding..........................................................22
7.8      Governing Law........................................................23