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                                                                   Exhibit 10(m)

                              ACNIELSEN CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN







                           Effective November 1, 1996
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                              ACNIELSEN CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                           Effective November 1, 1996


Effective November 1, 1996, the ACNielsen 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
ACNielsen Corporation and its affiliated employers.

                                    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 date occurs.

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

1.3      "Average Final Compensation" shall mean 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

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         Compensation for any month during the 120 month computational period is
         unavailable, Compensation for such month shall be determined by
         dividing the Member's Compensation (annualized, if necessary, due to
         the Member's employment for less than one year) for the calendar year
         in which such month occurs by 12.

1.4      "Basic Disability Plan" shall mean as to any Member the long-term
         disability plan of the Corporation 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. A disability
         benefit shall not be treated as payable to a Member unless such Member
         is covered by a long-term disability plan of the Corporation or an
         Affiliated Employer.

1.7      "Basic Plan" shall mean as to any Member or Vested Former Member the
         defined benefit pension plan of the Corporation 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.

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

1.9      "Board" shall mean the board of directors of ACNielsen Corporation,
         except that any action authorized to be taken by the Board hereunder
         may also be taken by a duly authorized committee of the Board or its
         duly authorized delegees.

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1.10     "Change in Control" shall mean:

         (a)  any "Person," as such term is used for purposes of Section 13(d)
              or 14(d) of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act") (other than the Corporation, any trustee or other
              fiduciary holding securities under an employee benefit plan of the
              Corporation, or any company owned, directly or indirectly, by the
              stockholders of the Corporation in substantially the same
              proportions as their ownership of stock of the Corporation),
              becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the
              Exchange Act), directly or indirectly, of securities of the
              Corporation representing 20% or more of the combined voting power
              of the Corporation's then-outstanding securities;

         (b)  during any period of 24 months (not including any period prior to
              the Effective Date), 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 Corporation to effect a transaction described in Sections
              1.10(a), (c) or (d) hereof, (ii) a director nominated by any
              Person (including the Corporation) who publicly announces an
              intention to take or to consider taking actions (including, but
              not limited to, an actual or threatened proxy contest) which if
              consummated would constitute a Change in Control or (iii) a
              director nominated by any Person who is the Beneficial Owner,
              directly or indirectly, of securities of the Corporation
              representing 10% or more of the combined voting power of the
              Corporation's securities) whose election by the Board or
              nomination for election by the Corporation's stockholders was
              approved in advance by a vote of at least two-thirds of the
              directors then still in office who either were directors at the
              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;

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         (c)  the stockholders of the Corporation approve any transaction or
              series of transactions under which the Corporation is merged or
              consolidated with any other company, other than a merger or
              consolidation (i) which would result in the voting securities of
              the Corporation outstanding immediately prior thereto continuing
              to represent (either by remaining outstanding or by being
              converted into voting securities of the surviving entity) more
              than 66_% of the combined voting power of the voting securities of
              the Corporation or such surviving entity outstanding immediately
              after such merger or consolidation and (ii) after which no Person
              holds 20% or more of the combined voting power of the
              then-outstanding securities of the Corporation or such surviving
              entity; or

         (d)  the stockholders of the Corporation approve a plan of complete
              liquidation of the Corporation or an agreement for the sale or
              disposition by the Corporation of all or substantially all of the
              Corporation's assets.

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

1.12     "Committee" shall mean the Compensation 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 other duly
         authorized delegees.

1.13     "Compensation" shall mean a Member's earnings received as an employee
         of the Corporation or an Affiliated Employer as base salary and regular
         annual cash bonuses, including any amounts deferred under a plan
         qualified under Section 401(k) of the Code, and amounts contributed on
         a Member's behalf on a salary reduction basis to a cafeteria plan
         described in Code Section 125, and commissions. Such earnings shall not
         include, among other things, any pension,

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         retainers, severance pay, income derived from stock options, stock
         appreciation rights and restricted stock awards and dispositions of
         stock acquired thereunder, payments dependent upon any contingency
         after the period of Credited Service, bonuses based on a performance
         period of longer than one year, and other special remuneration.

1.14     "Corporation" shall mean ACNielsen Corporation, a Delaware corporation,
         and any successor or assigns thereto.

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

1.16     "Credited Service" shall mean a Member's service under the ACNielsen
         Corporation Balance Account for Retirement 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 Corporation 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.

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

1.18     "Disability or "Disabled" shall mean disability or disabled for
         purposes of the

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         Basic Disability Plan.

1.19     "Disability Benefits" shall mean the benefits described in Section
         4.1(b) hereof.

1.20     "Effective Date" shall mean November 1, 1996.

1.21     "Former Member" shall mean (i) a Member whose employment with the
         Corporation or an Affiliated Employer terminates before he or she has
         completed five or more years of Credited 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 Credited Service.

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

1.23     "Member" shall mean an employee of the Corporation or an Affiliated
         Employer who is a participant in the Plan pursuant to Section 2.

1.24     "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 Corporation or any
         Affiliated Employer or from any other contract, agreement or other
         arrangement with the Corporation or an Affiliated Employer (excluding
         any Basic Disability Plan).

1.25     "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 

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              years prior to the Member's employment with the Corporation and
              for years following the Member's termination of employment with
              the Corporation 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 by or entered into with the Corporation or an
              Affiliated Employer (excluding any Basic Plan and any defined
              contribution plan intended to meet the requirements of Code
              Section 401(a)).

1.26     "Plan" shall mean the ACNielsen Corporation Supplemental Executive
         Retirement Plan , as embodied herein, and any amendments thereto.

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

1.28     "Retirement" shall mean the termination of a Member's or Vested Former
         Member's employment with the Corporation 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.

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

1.30     "Surviving Spouse" shall mean the spouse of a deceased Member or Vested
         Former Member to whom such Member or Vested

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         Former Member is legally married immediately preceding such Member's or
         Vested Former Member's death.

1.31     "Surviving Spouse's Benefits" shall mean the benefits described in
         Section 5 hereof.

1.32     "Vested Former Member" shall mean (i) a Member whose employment with
         the Corporation or an Affiliated Employer terminates on or after the
         date on which he or she has completed five or more years of Credited
         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 Credited Service.


                                    SECTION 2
                                  PARTICIPATION

2.1      Commencement of Participation. The Chief Executive Officer ("CEO") of
         the Corporation 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. 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 Benefit.

         (a)  Eligibility. Upon the Retirement of a Member or Vested Former
              Member from the Corporation 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 excess of (i) over the sum
              of (ii), (iii), and (iv), 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 Credited Service in excess
                      of ten but not in excess of 15;

              (ii)    is the Basic Plan Benefit of the Member or Vested Former
                      Member as of the date of his or her Retirement, expressed
                      in the form of an annual straight life annuity, or if the
                      Basic Plan Benefit becomes payable before or after the
                      Member's or Vested Former Member's Retirement, the
                      Actuarial Equivalent Value as of the date of Retirement of
                      the Basic Plan Benefit, expressed in the form of an annual
                      straight 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 straight
                      life annuity, or if the Other Retirement Income becomes
                      payable before or after the Member's or Vested 

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                      Former Member's Retirement, the Actuarial Equivalent Value
                      as of the date of Retirement of the Other Retirement
                      Income that becomes payable, expressed in the form of an
                      annual straight 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 of his or her Retirement, expressed in
                      the form of an annual straight life annuity.

3.2           Deferred Vested Benefit.

         (a)  Eligibility. Each Member and Vested Former Member who has
              completed five or more years of Credited Service and whose
              employment with the Corporation 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 shall be an annual benefit equal to the excess of (i) over
              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 Credited Service in excess
                      of five but not in excess of ten, plus 2% of such Average
                      Final Compensation multiplied by the number of his or her
                      years of Credited Service in excess of ten but not in
                      excess of 15;

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              (ii)    is the Basic Plan Benefit of the Member or Vested Former
                      Member as of the date his or her Deferred Vested Benefit
                      commences, expressed in the form of an annual straight
                      life annuity, or if the Basic Plan Benefit becomes payable
                      before or after the Member's or Vested Former Member's
                      Deferred Vested Benefit commences, the Actuarial
                      Equivalent Value as of such commencement date of the Basic
                      Plan Benefit, expressed in the form of an annual straight
                      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 straight life annuity, or if the Other Retirement
                      Income becomes payable before or after the Member's or
                      Vested Former Member's Deferred Vested Benefit commences,
                      the Actuarial Equivalent Value as of such commencement
                      date of the Other Retirement Income that becomes
                      payable, expressed in the form of an annual straight 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 straight
                      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

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              without regard to any optional form of benefits elected under the
              Basic Plan. Payments will 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 Former Vested
              Member attains age 55 or terminates employment, in the case of
              Deferred Vested Benefits.

         (b)  If a Member or Vested Former Member made a Lump Sum Election
              pursuant to Section 3.4 and such Lump Sum Election became
              effective (i) prior to the date of such Member's or Vested Former
              Member's Retirement or termination of employment with the
              Corporation or an Affiliated Employer, 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 as soon as practicable 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 the foregoing provisions of this 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
              Normal Retirement, Early Retirement or Deferred Vested Benefit is
              $10,000 or less at the time such benefit is payable under this
              Plan, such benefit shall be paid as a lump sum.

3.4           Lump Sum Election.

         (a)  A Member or Vested Former Member may elect to receive all, none,
              or a

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              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) remains 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 will 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 Lump Sum Election under Section 3.4(a) becomes
              effective only if the following conditions are satisfied: (i) such
              Member remains in the employment of the Corporation or an
              Affiliated Employer, as the 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 as provided in Section 3.4(d) and (ii) such member
              complies with the administrative procedures set forth by the
              Committee with respect to the making of a Lump Sum Election.

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         (c)  A Member making an election under Section 3.4(a) may specify the
              portion of his Retirement Benefit 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 a Lump Sum Election pursuant to
              Section 3.4(a) dies or becomes Disabled while employed by the
              Corporation or an Affiliated Employer and such death or 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. Notwithstanding any other provision of the Plan
         (except as provided in 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 corporation, or a member or an employee of
              or a consultant to a partnership or any other business or firm,
              which competes with any of the businesses owned or operated by the
              Corporation, or if the 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 Corporation, 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

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         (b)  been discharged from employment with the Corporation or any
              Affiliated Employer for "cause." "Cause" means (i) willful
              malfeasance or willful misconduct by the Member or Former Vested
              Member in 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. 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, on the basis of which the decision to cease
         paying his or her benefits has been made.

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3.7           Repayment of Benefits Paid as Lump Sum.

         (a)  Notwithstanding any other provision of the Plan, 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 Corporation repay to the Corporation 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 then employed by the Corporation or an
         Affiliated Employer.


                                    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

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              Disabled shall be entitled to the Disability Benefit described in
              Section 4.1(b).

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         (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.

                                    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 an annual Surviving Spouse's Benefit under
         this Plan equal to 50% of the Retirement Benefit 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
         Corporation or an Affiliated Employer on the date of death.

5.2      Death on or After Benefit Commencement. Upon the death of a Member or
         Vested Former Member while he or she is receiving Retirement Benefits
         or Deferred Vested Benefits, his or her Surviving Spouse shall receive
         a Surviving Spouse's Benefit equal to 50% of the Retirement Benefit, or
         Deferred Vested Benefit, as the case may be, he or she was receiving at
         the time of his or her 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.

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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 Member or Vested Former
         Member's date of death, or, if the Member or Vested Former Member had
         not attained age 55 at such time, on the date such Member or Vested
         Former Member would have attained age 55, if he or she had 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 a Lump Sum 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).

         (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 paid as a lump sum.

         (c)  Any Surviving Spouse's Benefit which is payable as a lump sum
              shall be paid, as soon as practicable, 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.

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

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                                    SECTION 6
                                  THE COMMITTEE

6.1      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 its discretion. The Committee shall have the
         authority to determine all questions arising in connection with the
         Plan, to interpret the provisions of the Plan and construe all of its
         terms, to adopt, amend, and rescind rules and regulations for the
         administration of the Plan, and generally to conduct and administer the
         Plan and to make all determinations in connection with the Plan as may
         be necessary or advisable. All such actions of the Committee shall be
         conclusive and binding upon all Members, Former Members, Vested Former
         Members and Surviving Spouses.


                                    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 Member's or Vested
         Former Member's benefit to which he or she is entitled under, or 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 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,

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<PAGE>   23
         Former Member or Vested Former Member the right to be retained in the
         service of the Corporation or any Affiliated Employer, nor will it
         interfere with the right of the Corporation 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 ACNielsen Corporation Balance Account for 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 Corporation and this Plan
         constitutes a mere promise by the Corporation to make benefit payments
         at the time or times required hereunder. It is the intention of the
         Corporation that this Plan be unfunded for tax purposes and for
         purposes of Title I of ERISA and any trust created by the Corporation
         and any assets held by such trust to assist the Corporation in meeting
         its obligations under the Plan shall meet the requirements necessary to
         retain such unfunded status.

7.5      Arbitration. Any dispute or controversy arising under or in connection
         with the 

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         Plan shall be settled exclusively by arbitration in New York, New York
         in accordance with the rules of the American Arbitration Association
         then in effect. The Corporation 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 Corporation by the
         recipient of same if it is finally determined by the arbitrators that
         the position taken by such person was 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 are not 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 Corporation 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.

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<PAGE>   25
In witness whereof, the Corporation has caused this document to be executed by
its officer effective November 1, 1996.

ACNielsen Corporation

    /s/ Michael P. Connors
By:_______________________________


Its:______________________________

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