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                                                                   EXHIBIT 10.30

                        2000 DUN & BRADSTREET CORPORATION
                   NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN
                   (AS AMENDED AND RESTATED DECEMBER 4, 2000)


1.   PURPOSE OF THE PLAN

     The purpose of the Plan is to aid the Company in attracting, retaining and
compensating nonemployee directors and to enable them to increase their
ownership of Shares. The Plan will be beneficial to the Company and its
stockholders since it will allow nonemployee directors of the Board to have a
greater personal financial stake in the Company through the ownership of Shares,
in addition to underscoring their common interest with stockholders in
increasing the value of the Shares on a long-term basis.

2.   DEFINITIONS

     The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

     (a)  Act: The Securities Exchange Act of 1934, as amended, or any successor
          thereto.

     (b)  Award: An Option or Other Stock-Based Award granted pursuant to the
          Plan.

     (c)  Beneficial Owner: As such term is defined in Rule 13d-3 under the Act
          (or any successor rule thereto).

     (d)  Board: The Board of Directors of the Company.

     (e)  Change in Control: The occurrence of any of the following events:

               (i) any "Person," 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
          shareholders of the Company in substantially the same proportions as
          their ownership of stock of the Company), is or becomes the
          "Beneficial Owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of securities of the Company representing 20%
          or more of the combined voting power of the Company's then outstanding
          securities.

               (ii) during any period of twenty-four months (not including any
          period prior to the execution of this Agreement), individuals who at
          the beginning of such period constitute the Board, and any new
          Director (other than a Director designated by a person who has entered
          into an agreement with the Company to effect a transaction described
          in clause (a), (c) or (d) of this Section, a Director designated by
          any Person
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          (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 a Director designated 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 shareholders was approved by a vote of at least
          two-thirds (2/3) of the Directors then still in office who either were
          Directors at the beginning of the period or whose election or
          nomination for election was previously so approved cease for any
          reason to constitute at least a majority thereof.

               (iii) the shareholders of the Company approve a merger or
          consolidation of the Company with any other corporation, other than a
          merger or consolidation 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 50% of the
          combined voting power of the voting securities of the Company or such
          surviving entity outstanding immediately after such merger or
          consolidation and after which no Person holds 20% or more of the
          combined voting power of the then outstanding securities of the
          Company or such surviving entity; or

               (iv) the shareholders of the Company approve a plan of complete
          liquidation of the Company or an agreement for the sale or disposition
          by the Company of all or substantially all of the Company's assets.

     (f)  Code: The Internal Revenue Code of 1986, as amended, or any successor
          thereto.

     (g)  Company: The Dun & Bradstreet Corporation.

     (h)  D&B: The Dun & Bradstreet Corporation, a Delaware corporation.

     (i)  Disability: Inability to continue to serve as a nonemployee director
          of the Board due to a medically determinable physical or mental
          impairment which constitutes a permanent and total disability, as
          determined by the Board (excluding any member thereof whose own
          Disability is at issue in a given case) based upon such evidence as it
          deems necessary and appropriate. A Participant shall not be considered
          disabled unless he or she furnishes such medical or other evidence of
          the existence of the Disability as the Board, in its sole discretion,
          may require.

     (j)  Effective Date: The date on which the Plan takes effect, as defined
          pursuant to Section 14 of the Plan.



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     (k)  Fair Market Value: On a given date, the arithmetic mean of the high
          and low prices of the Shares as reported on such date on the Composite
          Tape of the principal national securities exchange on which such
          Shares are listed or admitted to trading, or, if no Composite Tape
          exists for such national securities exchange on such date, then on the
          principal national securities exchange on which such Shares are listed
          or admitted to trading, or, if the Shares are not listed or admitted
          on a national securities exchange, the arithmetic mean of the per
          Share closing bid price and per Share closing asked price on such date
          as quoted on the National Association of Securities Dealers Automated
          Quotation System (or such market in which such prices are regularly
          quoted), or, if there is no market on which the Shares are regularly
          quoted, the Fair Market Value shall be the value established by the
          Board in good faith. If no sale of Shares shall have been reported on
          such Composite Tape or such national securities exchange on such date
          or quoted on the National Association of Securities Dealers Automated
          Quotation System on such date, then the immediately preceding date on
          which sales of the Shares have been so reported or quoted shall be
          used.

     (l)  Option: A stock option granted pursuant to Section 6 of the Plan.

     (m)  Option Price: The purchase price per Share of an Option, as determined
          pursuant to Section 6(b) of the Plan.

     (n)  Other Stock-Based Awards: Awards granted pursuant to Section 7 of the
          Plan.

     (o)  Participant: Any director of the Company who is not an employee of the
          Company or any Subsidiary of the Company as of the date that an Award
          is granted.

     (p)  Person: As such term is used for purposes of Section 13(d) or 14(d) of
          the Act (or any successor section thereto).

     (q)  Plan: The 2000 Dun & Bradstreet Corporation Nonemployee Directors'
          Stock Incentive Plan.

     (r)  Retirement: Except as otherwise provided in an Award agreement,
          termination of service with the Company or an Affiliate after such
          Participant has attained age 70, regardless of the length of such
          Participant's service; or, with the prior written consent of the Board
          (excluding any member thereof whose own Retirement is at issue in a
          given case), termination of service at an earlier age after the
          Participant has completed six or more years of service with the
          Company.

     (s)  Shares: Shares of common stock, par value $0.01 per share, of the
          Company.

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     (t)  Subsidiary: A subsidiary corporation, as defined in Section 424(f) of
          the Code (or any successor section thereto).

3.   SHARES SUBJECT TO THE PLAN

     The total number of Shares which may be issued under the Plan is 300,000.
An amount not in excess of 15% of the total number of shares reserved and
available for distribution pursuant to the Plan may be issued for Other
Stock-Based Awards pursuant to Section 7. The Shares may consist, in whole or in
part, of unissued Shares or treasury Shares. The issuance of Awards shall reduce
the total number of Shares available under the Plan. Shares which are subject to
Awards which terminate or lapse may be granted again under the Plan.

4.   ADMINISTRATION

     The Plan shall be administered by the Board, which may delegate its duties
and powers in whole or in part to any subcommittee thereof. The Board is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Board may
correct any defect or omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Board deems necessary or desirable. Any decision of
the Board in the interpretation and administration of the Plan, as described
herein, shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors).

5.   ELIGIBILITY

     All Participants shall be eligible to participate under this Plan.

6.   TERMS AND CONDITIONS OF OPTIONS

     Options granted under the Plan shall be non-qualified stock options for
federal income tax purposes, as evidenced by the related Option agreements, and
shall be subject to the foregoing and the following terms and conditions and to
such other terms and conditions, not inconsistent therewith, as the Board shall
determine:

     (a) Option Price. The Option Price per Share shall be determined by the
Board, but shall not be less than 100% of the Fair Market Value of the Shares on
the date an Option is granted.

     (b) Exercisability. Options granted under the Plan shall be exercisable at
such time and upon such terms and conditions as may be determined by the Board,
but in no event shall an Option be exercisable more than ten years after the
date it is granted.

     (c) Attestation. Wherever in this Plan or any agreement evidencing an Award
a Participant is permitted to pay the exercise price of an Option or taxes
relating to the exercise of an Option by delivering Shares, the Participant may,
subject to procedures satisfactory to the Board, satisfy such delivery
requirement by presenting proof of beneficial ownership of such Shares, in which
case the Company shall treat the Option as exercised without further payment
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and shall withhold such number of Shares from the Shares acquired by the
exercise of the Option.

     (d) Exercise of Options. Except as otherwise provided in the Plan or in a
related Option agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For purposes of
Section 6 of the Plan, the exercise date of an Option shall be the later of the
date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence. The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant (i) in cash, (ii) in Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Board, (iii)
partly in cash and partly in such Shares or (iv) through the delivery of
irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other rights of a stockholder
with respect to Shares subject to an Option until the occurrence of the exercise
date (determined as set forth above) and, if applicable, the satisfaction of any
other conditions imposed by the Board pursuant to the Plan. Unless the vesting
of an Option is otherwise accelerated pursuant to Section 7(e), 7(f) or 7(g),
the unvested portion of the Option will terminate upon the Participant's
termination of employment for any reason.

     (e) Exercisability Upon Termination of Service by Death. If a Participant's
service with the Company and its Subsidiaries terminates by reason of death
after the first anniversary of the date on which an Option is granted, the
unexercised portion of such Option shall immediately vest in full and may
thereafter be exercised during the shorter of the remaining term of the Option
or five years after the date of death.

     (f) Exercisability Upon Termination of Service by Disability or Retirement.
If a Participant's service with the Company and its Subsidiaries terminates by
reason of Disability or Retirement after the first anniversary of the date on
which an Option is granted, the unexercised vested portion of such Option may
thereafter be exercised during the shorter of the remaining term of the Option
or five years after the date of such termination of service; provided, however,
that if a Participant dies within a period of five years after such termination
of service, the unexercised portion of the Option shall immediately vest in full
and may thereafter be exercised, during the shorter of the remaining term of the
Option or the period that is the longer of five years after the Date of such
termination of service or one year after the date of death.

     (g) Effect of Other Termination of Service. If a Participant's service with
the Company and its Subsidiaries terminates by reason of Disability or
Retirement prior to the first anniversary of the date on which an Option is
granted (as described above), then, a pro rata portion of such Option shall
immediately vest in full and may be exercised thereafter, during the shorter of
(A) the remaining term of such Option or (B) five years after the date of such
termination of service, for a prorated number of Shares (rounded down to the
nearest whole number of Shares), equal to (i) the number of Shares subject to
such Option multiplied by (ii) a fraction the numerator of which is the number
of days the Participant served on the Board subsequent to the date on which such
Option was granted and the denominator of which is 365. The portion of such
Option which is not so exercisable shall terminate as of the date of Disability

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or Retirement. If a Participant's service with the Company and its Subsidiaries
terminates for any reason other than death, Disability or Retirement, the
unexercised vested portion of such Option shall terminate thirty days following
such termination of service.

     (h) Nontransferability of Stock Options. Except as otherwise provided in
this Section 6(h), an Option shall not be transferable by the Participant
otherwise than by will or by the laws of descent and distribution and during the
lifetime of a Participant an Option shall be exercisable only by the
Participant. An Option exercisable after the death of a Participant or a
transferee pursuant to the following sentence may be exercised by the legatees,
personal representatives or distributees of the Participant or such transferee.
The Board may, in its discretion, authorize all or a portion of the Options
previously granted or to be granted to a Participant to be on terms which permit
irrevocable transfer for no consideration by such Participant to any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Participant, trusts for
the exclusive benefit of these persons, and any other entity owned solely by
these persons ("Eligible Transferees"), provided that (x) the Option agreement
pursuant to which such Options are granted must be approved by the Board, and
must expressly provide for transferability in a manner consistent with this
Section and (y) subsequent transfers of transferred Options shall be prohibited
except those in accordance with the first sentence of this Section 6(h). The
Board may, in its discretion, amend the definition of Eligible Transferees to
conform to the coverage rules of Form S-8 under the Securities Act of 1933 or
any comparable Form from time to time in effect. Following transfer, any such
Options shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer. The events of termination of service
of Sections 6(e), 6(f) and 6(g) hereof shall continue to be applied with respect
to the original Participant, following which the Options shall be exercisable by
the transferee only to the extent, and for the periods specified, in Sections
6(e), 6(f) and 6(g). The Board may delegate to a committee consisting of
employees of the Company the authority to authorize transfers, establish terms
and conditions upon which transfers may be made and establish classes of Options
eligible to transfer options, as well as to make other determinations with
respect to option transfers.

7.   OTHER STOCK-BASED AWARDS

     The Board, in its sole discretion, may grant Awards of Shares, Awards of
restricted Shares and Awards that are valued in whole or in part by reference
to, or are otherwise based on the Fair Market Value of, Shares ("Other
Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and
dependent on such conditions, as the Board shall determine, including, without
limitation, the right to receive one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives. Other
Stock-Based Awards may be granted alone or in addition to any other Awards
granted under the Plan. Subject to the provisions of the Plan, the Board shall
determine to whom and when Other Stock-Based Awards will be made; the number of
Shares to be awarded under (or otherwise related to) such Other Stock-Based
Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares
or a combination of cash and Shares; and all other terms and conditions of such
Awards (including, without limitation, the vesting provisions thereof). An
amount not in excess of 15% of the total
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number of Shares reserved and available for distribution pursuant to the Plan,
as determined pursuant to Section 3, may be issued as Other Stock-Based Awards.

8.   ADJUSTMENTS UPON CERTAIN EVENTS

     Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

     (a) Generally. In the event of any change in the outstanding Shares after
the Effective Date by reason of any Share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
Shares or other corporate exchange, or any distribution to stockholders of
Shares other than regular cash dividends or any transaction similar to the
foregoing, the Board in its sole discretion and without liability to any person
may make such substitution or adjustment, if any, as it deems to be equitable,
as to (i) the number or kind of Shares or other securities issued or reserved
for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the
Option Price and/or (iii) any other affected terms of such Awards.

     (b) Change in Control. Upon the occurrence of a Change in Control, (A) (i)
all restrictions on Shares of restricted stock shall lapse and (ii) all Options
shall vest and become exercisable and (B) the Board may, but shall not be
obligated to, make provision for a cash payment to the holder of an outstanding
Award in consideration for the cancellation of such Award which, in the case of
Options, shall equal the excess, if any, of the Fair Market Value of the Shares
subject to such Options over the aggregate Option Price of such Options.

9.   NO RIGHT TO AWARDS.

     No Participant or other Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants,
or holders or beneficiaries of Awards. The terms and conditions of Awards and
the Board's determinations and interpretations with respect thereto need not be
the same with respect to each Participant (whether or not such Participants are
similarly situated).

10.  SUCCESSORS AND ASSIGNS

     The Plan shall be binding on all successors and assigns of the Company and
a Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

11.  AMENDMENTS OR TERMINATION

     The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the stockholders of the Company, would (except as is provided in Section 8 of
the Plan), (1) increase the total number of Shares reserved for the purposes of
the Plan, (2) result in any Option being repriced either by lowering the Option
Price of any outstanding Option or by canceling an outstanding Option and
granting a replacement Option with a lower Option Price, or (b) without the
consent of a Participant, would impair any of the rights or obligations under
any Award theretofore granted to
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such Participant under the Plan; provided, however, that the Board may amend the
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.

12.  NONTRANSFERABILITY OF AWARDS

     Except as provided in Section 6(h) of the Plan, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. During the lifetime of a Participant, an Award
shall be exercisable only by such Participant. An Award exercisable after the
death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. Notwithstanding anything to
the contrary herein, the Board, in its sole discretion, shall have the authority
to waive this Section 12 (or any part thereof) to the extent that this Section
12 (or any part thereof) is not required under the rules promulgated under any
law, rule or regulation applicable to the Company.

13.  CHOICE OF LAW

     The Plan shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed in the
State of New York.

14.  EFFECTIVENESS OF THE PLAN

     The Plan shall be effective as of October 18, 2000. The Plan shall
terminate on the day following the Company's 2001 Annual Meeting of Stockholders
unless the Plan is ratified by stockholders at such meeting. Awards granted
prior to termination of the Plan shall not be affected by such termination.