LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
                RELATING TO NON-QUALIFIED STOCK OPTIONS
           UNDER THE 1996 KEY EMPLOYEES' STOCK INCENTIVE PLAN

This Agreement confirms the grant on November 15, 1996 by COGNIZANT CORPORATION
(the "Company") to:

                 name                  (the "Participant")

of Limited Stock Appreciation Rights ("LSAR's") with respect to the following
ten-year non-qualified stock options to purchase shares of the Company's Common
Stock, par value $0.01 per share ("Common Stock"), presently held by the
Participant or granted to the Participant contemporaneously herewith under the
1996 Key Employees' Stock Incentive Plan for Cognizant Corporation and
Subsidiaries ("1996 Plan"):

Date of Option Grant       Number of Shares       Option Exercise Price
--------------------       ----------------       ---------------------
November 15, 1996               Grant                    $33.375

Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
above option to which the LSAR relates, such excess constituting the
"Appreciation." These LSAR's are issued in accordance with and are subject to
the terms of the 1996 Plan, which plan is incorporated herein by reference, and
the following additional terms and conditions:

1.   Each LSAR is related to an option (the "Related Option") to purchase the
     number of shares of Common Stock at the option exercise price per share
     indicated above.

2.   These LSAR's may be exercised, in whole or in part, only on and
     after six months after the date of grant and during the 30-day
     period beginning on the first day following the acquisition of at
     least 20% of all outstanding shares of Common Stock pursuant to
     any tender or exchange offer for shares of Common Stock (other
     than one made by the Company), whether the Company does or does
     not support the offer.  A tender or exchange offer filed with the
     Securities and Exchange Commission on Form 14D-1 (or successor
     form) shall be treated conclusively as a tender or exchange offer
     for purposes of this provision.  Each LSAR is exercisable only if
     and to the extent the Related Option is exercisable.  During the
     30-day period when these LSAR's are exercisable, other stock
     appreciation rights relating to the Related Option shall not be
     exercisable.

3.   To the extent exercisable, these LSAR's may be exercised from time to time
     by notice to the Company. The date a notice of exercise is received by the
     Company shall be the exercise date. At the time of payment of the
     Appreciation to the Participant, the Company shall require payment of any
     amount the Company may determine to be necessary to withhold for federal,
     state or local taxes as a result of the exercise of an LSAR.


<PAGE>


4.   Exercise of an LSAR shall reduce the number of shares of Common Stock
     covered by the Related Option and any other related stock appreciation
     right on a share for share basis. The exercise of a Related Option or of
     any other related stock appreciation right shall reduce the number of
     related LSAR's on the same basis.

5.   The term "Tender Offer Price" when used herein shall mean the
     highest price paid for shares of Common Stock in any tender or
     exchange offer of the kind contemplated in Paragraph 2 above which
     is in effect at any time during the 60-day period preceding the
     date of exercise of an LSAR, provided that any securities or
     property which are part or all of the consideration paid for
     shares of Common Stock in any such tender or exchange offer shall
     be valued at the higher of (i) the valuation placed on such
     securities or property by the person making such offer or (ii) the
     valuation (for purposes hereof) placed on such securities or
     property by the Compensation & Benefits Committee of the Board of
     Directors of the Company.

6.   These LSAR's are not transferable by the Participant and shall terminate
     when the Participant is no longer subject to the provisions of Section
     16(b) of the Securities Exchange Act of 1934, as amended.

7.   All terms defined in the 1996 Plan and used herein shall have the same
     meaning, unless the context otherwise requires.

IN WITNESS HEREOF, Cognizant Corporation has caused this Agreement to be
executed in duplicate by its officer thereunto duly authorized.


                                      COGNIZANT CORPORATION


                                      By _____________________________________
                                          SVP & Chief Human Resource Officer


The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Limited Stock Appreciation Rights Agreement.


-------------------------                -------------------------------------
           Date                                           name


<PAGE>


             REPLACEMENT LIMITED STOCK APPRECIATION RIGHTS AGREEMENT
                                    UNDER THE
                    1996 KEY EMPLOYEES' STOCK INCENTIVE PLAN
                          FOR CERTAIN EMPLOYEES HOLDING
              THE DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS

This replacement limited stock appreciation rights agreement (the "Award
Agreement") confirm the replacement limited stock appreciation rights award (the
"Award") made as of November 1, 1996, by the Compensation & Benefits Committee
(the "Committee") of the Board of Directors of Cognizant Corporation (the
"Corporation") under the 1996 Cognizant Corporation Replacement Plan for Certain
Employees Holding The Dun & Bradstreet Corporation Equity-Based Awards (the
"Plan") to:

                       name         (the "Participant")

of replacement limited stock appreciation rights ("LSARs") with respect to the
replacement stock options to purchase shares of Company common stock as
indicated on the attached statement.

Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
replacement stock option to which the LSAR relates, such excess constituting the
"Appreciation." The LSARs are issued in accordance with and are subject to the
terms of the Plan, which Plan is incorporated herein by reference, and the
following additional terms and conditions:

1.   Each LSAR is related to a replacement stock option (the "Related Option")
     to purchase the number of shares of Common Stock at the option exercise
     price per share indicated above.

2.   The LSARs may be exercised, in whole or in part, only during the
     30-day period beginning on the first day following the acquisition
     of at least 20% of all outstanding shares of Company common stock
     pursuant to any tender or exchange offer for shares of Company
     common stock (other than one made by the Company), whether the
     Company does or does not support the offer.  A tender or exchange
     offer filed with the Securities and Exchange Commission on Form
     14D-1 (or successor form) shall be treated conclusively as a
     tender or exchange offer for purposes of this provision.  Each
     LSAR is exercisable only if and to the extent the Related Option
     is exercisable.

3.   To the extent exercisable, these LSARs may be exercised from time to time
     by notice to the Company. The date a notice of exercise is received by the
     Company shall be the exercise date. At the time of payment of the
     Appreciation to the Participant, the Company shall require payment of any
     amount the Company may determine to be necessary to withhold for federal,
     state, local or other taxes as a result of the exercise of an LSAR.


<PAGE>


4.   Exercise of an LSAR shall reduce the number of shares of Common Stock
     covered by the Related Option and any other related stock appreciation
     right on a share for share basis. The exercise of a Related Option or of
     any other related stock appreciation right shall reduce the number of
     related LSARs on the same basis.

5.   The term "Tender Offer Price" when used herein shall mean the
     highest price paid for shares of Company common stock in any
     tender or exchange offer of the kind contemplated in Paragraph 2
     above which is in effect at any time during the 60-day period
     preceding the date of exercise of an LSAR, provided that any
     securities or property which are part or all of the consideration
     paid for shares of Company common stock in any such tender or
     exchange offer shall be valued at the higher of (i) the valuation
     placed on such securities or property by the person making such
     offer or (ii) the valuation (for purposes hereof) placed on such
     securities or property by the Committee.

6.   These LSARs are not transferable by the Participant and shall terminate
     when the Participant is no longer subject to the provisions of Section
     16(b) of the Securities Exchange Act of 1934, as amended.

7.   All terms defined in the Plan and used herein shall have the same meaning,
     unless the context otherwise requires.

IN WITNESS HEREOF, Cognizant Corporation has caused this Award Agreement to be
executed in duplicate by its officer thereunto duly authorized.


                                      COGNIZANT CORPORATION


                                      By ______________________________________
                                           SVP & Chief Human Resource Officer


The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Award Agreement and acknowledges receipt of a copy of the prospectus
related to the Plan.


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            Date                                        name