<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


                                    FORM 10-Q

(Mark one)

(X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2000
                               ------------------

                                       OR

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from                         to
                                ----------------------     ------------------

                             Commission file number
                                    001-15967


                        THE DUN & BRADSTREET CORPORATION
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                     22-3725387
(State of Incorporation)                 (I.R.S. Employer Identification No.)


One Diamond Hill Road, Murray Hill, NJ                    07974
---------------------------------------------    ------------------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code (908) 665-5000
                                                   --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes     No  X
                                       ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


<TABLE>
<CAPTION>
                                                  Shares Outstanding
      Title of Class                              at October 31, 2000
      --------------                              -------------------
<S>                                               <C>
       Common Stock,
 par value $0.01 per share                            81,557,664
</TABLE>



                                       1


<PAGE>   2


                        THE DUN & BRADSTREET CORPORATION

                               INDEX TO FORM 10-Q




<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION                                                        PAGE
-----------------------------                                                        ----
<S>                                                                                 <C>

Item 1. Financial Statements

Consolidated Statements of Operations (Unaudited)
      Three and Nine Months Ended September 30, 2000 and 1999                          3

Consolidated Balance Sheets (Unaudited)
      September 30, 2000 and December 31, 1999                                         4

Consolidated Statements of Cash Flows (Unaudited)
      Nine Months Ended September 30, 2000 and 1999                                    5

Notes to Consolidated Financial Statements (Unaudited)                               6-16


Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                      17-28


Item 3. Quantitative and Qualitative Disclosures About Market Risk                    28


PART II.  OTHER INFORMATION
---------------------------


Item 1. Legal Proceedings                                                             28


Item 6. Exhibits and Reports on Form 8-K                                             29-32

SIGNATURES                                                                            33
----------
</TABLE>



                                       2





<PAGE>   3



THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>

                                                                       QUARTER ENDED                       YEAR-TO-DATE
                                                                       SEPTEMBER 30,                      SEPTEMBER 30,
                                                                 --------------------------       ------------------------------
Amounts in millions, except per share data                           2000           1999                2000             1999
                                                                 -----------     ----------       ------------      ------------
<S>                                                              <C>             <C>              <C>               <C>
OPERATING REVENUES                                               $    334.9      $    334.4       $    1,039.2      $    1,038.2
--------------------------------------------------------         -----------     -----------      -------------     -------------
OPERATING COSTS:
   Operating Expenses                                                 122.1           132.1              389.9             404.3
   Selling and Administrative Expenses                                133.5           128.5              412.5             414.2
   Depreciation and Amortization                                       28.7            30.4               85.1              95.5
   Reorganization Costs                                                26.4              -                28.6                -
--------------------------------------------------------         -----------     -----------      -------------     -------------
Operating Costs                                                       310.7           291.0              916.1             914.0
--------------------------------------------------------         -----------     -----------      -------------     -------------
OPERATING INCOME                                                       24.2            43.4              123.1             124.2
--------------------------------------------------------         -----------     -----------      -------------     -------------
NON-OPERATING INCOME (EXPENSE) - NET:
   Interest Income                                                      1.2             0.4                3.0               1.4
   Interest Expense                                                    (3.2)           (1.3)              (7.2)             (3.3)
   Minority Interest Expense                                           (5.6)           (5.6)             (16.8)            (16.8)
   Other Income (Expense) - Net                                         8.0            (0.2)               7.0              (1.9)
--------------------------------------------------------         -----------     -----------      -------------     -------------
Non-Operating Income (Expense) - Net                                    0.4            (6.7)             (14.0)            (20.6)
--------------------------------------------------------         -----------     -----------      -------------     -------------
Income before Provision for Income Taxes                               24.6            36.7              109.1             103.6
Provision for Income Taxes                                             17.5            15.2               53.9              42.8
--------------------------------------------------------         -----------     -----------      -------------     -------------
Income from Continuing Operations                                       7.1            21.5               55.2              60.8
Income from Discontinued Operations, Net of Income Taxes
   of $29.5 and $86.2 in 2000 and $35.3 and $87.1 in 1999
   for the quarter and year-to-date respectively                       45.4            44.6              133.0             132.1
--------------------------------------------------------         -----------     -----------      -------------     -------------
NET INCOME                                                       $     52.5      $     66.1       $      188.2      $      192.9
--------------------------------------------------------         -----------     -----------      -------------     -------------
BASIC EARNINGS PER SHARE OF COMMON STOCK:
   Continuing Operations                                         $      0.09     $      0.27      $        0.68     $        0.75
   Discontinued Operations                                              0.56            0.55               1.65              1.62
--------------------------------------------------------         -----------     -----------      -------------     -------------
BASIC EARNINGS PER SHARE OF COMMON STOCK                         $      0.65     $      0.82      $        2.33     $        2.37
--------------------------------------------------------         -----------     -----------      -------------     -------------
DILUTED EARNINGS PER SHARE OF COMMON STOCK:
   Continuing Operations                                         $      0.09     $      0.26      $        0.68     $        0.74
   Discontinued Operations                                              0.55            0.55               1.63              1.60
--------------------------------------------------------         -----------     -----------      -------------     -------------
DILUTED EARNINGS PER SHARE OF COMMON STOCK                       $      0.64     $      0.81      $        2.31     $        2.34
--------------------------------------------------------         -----------     -----------      -------------     -------------

--------------------------------------------------------         -----------     -----------      -------------     -------------
DIVIDENDS PAID PER SHARE OF COMMON STOCK                         $      0.37     $      0.37      $        1.11     $        1.11
--------------------------------------------------------         -----------     -----------      -------------     -------------

--------------------------------------------------------         -----------     -----------      -------------     -------------
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
   BASIC                                                               81.1            80.5               80.9              81.4
--------------------------------------------------------         -----------     -----------      -------------     -------------
   DILUTED                                                             81.9            81.3               81.5              82.4
--------------------------------------------------------         -----------     -----------      -------------     -------------
</TABLE>



       The accompanying notes are an integral part of the consolidated
                            financial statements.


                                     -3-




<PAGE>   4



THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                      SEPTEMBER 30,              DECEMBER 31,
Dollar amounts in millions, except per share data                                              2000                      1999
------------------------------------------------------------------------------        -------------             -------------
<S>                                                                                   <C>                       <C>
ASSETS

CURRENT ASSETS
Cash and Cash Equivalents                                                             $     39.4                $    109.4
Accounts Receivable---Net of Allowance of  $18.7 in  2000 and  $17.4  in 1999              348.6                     363.7
Other Current Assets                                                                       102.9                     133.6
                                                                                      -----------               -----------
            Total Current Assets                                                           490.9                     606.7
------------------------------------------------------------------------------        -----------               -----------

NON-CURRENT ASSETS
Property, Plant and Equipment, Net                                                         216.1                     240.3
Prepaid Pension Costs                                                                      257.9                     217.2
Computer Software, Net                                                                     143.3                     149.8
Goodwill, Net                                                                              146.7                     166.6
Other Non-Current Assets                                                                   151.7                     194.2
                                                                                      -----------               -----------
            Total Non-Current Assets                                                       915.7                     968.1
------------------------------------------------------------------------------        -----------               -----------

TOTAL ASSETS                                                                          $  1,406.6                $  1,574.8
------------------------------------------------------------------------------        -----------               -----------

------------------------------------------------------------------------------        -----------               -----------


CURRENT LIABILITIES
Notes Payable                                                                         $     24.1                $    126.2

Accrued Income Taxes                                                                           -                     175.4
Other Accrued and Current Liabilities                                                      321.1                     382.2
Unearned Subscription Income                                                               347.4                     353.2
                                                                                      -----------               -----------
            Total Current Liabilities                                                      692.6                   1,037.0
                                                                                      -----------               -----------


PENSION AND POSTRETIREMENT BENEFITS                                                        361.8                     365.0

NET LIABILITIES OF DISCONTINUED OPERATIONS                                                   -                       222.8
OTHER NON-CURRENT LIABILITIES                                                               58.6                      64.7


CONTINGENCIES (NOTE 9 )

MINORITY INTEREST                                                                          302.7                     301.9

SHAREHOLDERS' EQUITY
Preferred Stock, $.01 par value per share,
  authorized---10,000,000 shares;  --- outstanding---none
Series Common Stock,  $.01 par value per share,
  authorized---10,000,000 shares;  --- outstanding---none
Common Stock, $.01 par value per share,
  authorized---200,000,000 shares;
  --- issued---81,213,520 shares                                                             0.8                       1.7
Capital Surplus                                                                            227.3                     237.3
Retained Earnings                                                                           (0.8)                   (105.9)
Treasury Stock, at cost, 10,627,327  shares
     at December 31, 1999                                                                      -                    (330.2)
Cumulative Translation Adjustment                                                         (197.9)                   (181.1)
Minimum Pension Liability                                                                  (38.5)                    (38.4)
------------------------------------------------------------------------------        -----------               -----------
TOTAL SHAREHOLDERS' EQUITY                                                                  (9.1)                   (416.6)
------------------------------------------------------------------------------        -----------               -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                            $  1,406.6                $  1,574.8
------------------------------------------------------------------------------        -----------               -----------
</TABLE>



       The accompanying notes are an integral part of the consolidated
                            financial statements.




                                     -4-

<PAGE>   5



THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30,


<TABLE>
<CAPTION>
Dollar amounts in millions                                                 2000          1999
--------------------------------------------------------------------------------     ---------
<S>                                                                    <C>           <C>
Cash Flows from Operating Activities:
Net Income                                                             $  188.2      $  192.9
Less:
      Income from Discontinued Operations                                 133.0         132.1
--------------------------------------------------------------------------------     ---------
Income from Continuing Operations                                          55.2          60.8

Reconciliation of Net Income to Net Cash
  Provided by Operating Activities:
    Depreciation and Amortization                                          85.1          95.5
    Restructuring Payments                                                (16.0)            -
    Postemployment Benefit Payments                                        (2.3)        (10.1)
    Net Decrease in Accounts Receivable                                    26.3           7.7
    Deferred Income Taxes                                                  31.6         (10.4)
    Accrued Income Taxes                                                 (175.0)         16.2
    (Decrease) Increase in Long Term Liabilities                           (5.9)          2.0
    Increase in Other Long Term Assets                                    (32.3)        (25.2)
    Net Decrease (Increase) in Other Working Capital Items                 12.1         (17.3)
    Other                                                                   9.8          11.0
                                                                       ---------     ---------
Net Cash (Used in) Provided by Operating Activities:
   Continuing Operations                                                  (11.4)        130.2
   Discontinued Operations                                                 (2.5)        150.7
--------------------------------------------------------------------------------     ---------
Net Cash Provided by Operating Activities                                 (13.9)        280.9
--------------------------------------------------------------------------------     ---------

Cash Flows from Investing Activities:
Proceeds from Sales of Marketable Securities                                1.2          16.3
Payments for Marketable Securities                                         (1.1)        (17.6)
Capital Expenditures                                                      (19.8)        (23.5)
Additions to Computer Software and Other Intangibles                      (33.4)        (59.5)
Change in Other Investments                                                (5.0)         (3.3)
Net Cash Used in Investing Activities of Discontinued Operations          (26.2)         (5.8)
Other                                                                      (4.5)          2.7
--------------------------------------------------------------------------------     ---------
Net Cash Used in Investing Activities                                     (88.8)        (90.7)
--------------------------------------------------------------------------------     ---------

Cash Flows from Financing Activities:
Payment of Dividends                                                      (89.8)        (90.3)
Payments for Purchase of Treasury Shares                                   (3.5)       (227.5)
Net Proceeds from Stock Plans                                              30.7          41.7
(Decrease) Increase in Commercial Paper Borrowings                       (124.7)         66.6
Increase (Decrease) in Other Short-Term Borrowings                         24.0          (1.0)
Debt Assumed by Moody's                                                   195.5             -
Other                                                                       1.8           1.5
--------------------------------------------------------------------------------     ---------
Net Cash Provided by (Used in) Financing Activities                        34.0        (209.0)
--------------------------------------------------------------------------------     ---------
Effect of Exchange Rate Changes on Cash and Cash Equivalents               (1.3)         (0.6)
--------------------------------------------------------------------------------     ---------
Decrease in Cash and Cash Equivalents                                     (70.0)        (19.4)
Cash and Cash Equivalents, Beginning of Year                              109.4          86.7
--------------------------------------------------------------------------------     ---------
Cash and Cash Equivalents, Nine Months Ended                           $   39.4      $   67.3
--------------------------------------------------------------------------------     ---------
</TABLE>


       The accompanying notes are an integral part of the consolidated
                            financial statements.

                                    - 5 -





<PAGE>   6

THE DUN & BRADSTREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Interim Consolidated Financial Statements

These interim consolidated financial statements have been prepared in accordance
with the instructions to Form 10-Q and should be read in conjunction with The
Dun & Bradstreet Corporation's 1999 consolidated financial statements and
related notes contained in its Registration Statement on Form 10. The
consolidated results for interim periods are not necessarily indicative of
results for the full year or any subsequent period. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of financial position, results of operations
and cash flows at the dates and for the periods presented have been included.
Certain prior year's amounts have been reclassified to conform to the current
years' presentation.


Note 2 - Reorganization Plan & Discontinued Operations

On September 30, 2000, the company then known as The Dun & Bradstreet
Corporation ("Old D&B") separated into two independent, publicly traded
companies - The New D&B Corporation (the "Company") and Moody's Corporation
("Moody's"). The separation was accomplished through a tax-free distribution to
shareholders of Old D&B (the "2000 Distribution") of all of the shares of common
stock of the Company. For every two shares of common stock of Old D&B held,
shareholders received one share of common stock of the Company. Following the
2000 Distribution, Old D&B was renamed "Moody's Corporation" and the Company was
renamed "The Dun & Bradstreet Corporation."

Prior to the 2000 Distribution, Old D&B had completed an internal reorganization
to the effect that, at the time of the 2000 Distribution, the business of the
Company consisted solely of the business of supplying credit, marketing and
purchasing information as well as receivables management services (the "D&B
Business"), and the business of Old D&B (other than the Company and its
subsidiaries) consisted solely of the business of providing ratings and related
research and risk management services (the "Moody's Business").

Old D&B received a ruling letter from the Internal Revenue Service (the "IRS")
on June 15, 2000, to the effect that the receipt by Old D&B shareholders of the
common stock of the Company in the 2000 Distribution would be tax-free to such
stockholders and Old D&B for Federal income tax purposes, except to the extent
of cash received in lieu of fractional shares of common stock of the Company.

For purposes of, among other things, governing certain of the ongoing relations
between the Company and Moody's as a result of the 2000 Distribution as well as
to allocate certain tax, employee benefit and other liabilities arising prior to
the 2000 Distribution, the companies entered into various agreements, including
a Distribution Agreement (the "2000 Distribution Agreement"), Tax Allocation
Agreement, Employee Benefits Agreement, Intellectual Property Assignment, Shared
Transaction Services Agreement, Insurance and Risk Management Services
Agreement, Data Services Agreement and Transition Services Agreement.


                                      6


<PAGE>   7

In general, pursuant to the terms of the 2000 Distribution Agreement, all of the
assets of the D&B Business have been allocated to the Company and all of the
assets of the Moody's Business have been allocated to Moody's. The 2000
Distribution Agreement also provided for assumptions of liabilities and
cross-indemnities designed to allocate generally, as of September 30, 2000,
financial responsibility for (i) all liabilities arising out of or in connection
with the D&B Business to the Company, (ii) all liabilities arising out of or in
connection with the Moody's Business to Moody's and (iii) substantially all
other liabilities as of September 30, 2000 equally between the Company and
Moody's. The liabilities so allocated include contingent and other liabilities
relating to former businesses of Old D&B and its predecessor and certain prior
business transactions, which consist primarily of potential liabilities arising
from a legal action initiated by Information Resources, Inc. ("IRI") or from
reviews by tax authorities of Old D&B's global tax planning initiatives, each of
which is described in Note 9 below .

Pursuant to the terms of a distribution agreement, dated as of June 30, 1998
(the "1998 Distribution Agreement"), between Old D&B (then known as "The New Dun
& Bradstreet Corporation") and R.H. Donnelley Corporation (then known as "The
Dun & Bradstreet Corporation" and herein referred to as "Donnelley"), as a
condition to the 2000 Distribution, the Company was required to undertake to be
jointly and severally liable with Moody's to Donnelley for any liabilities
arising thereunder. The 2000 Distribution Agreement generally allocates the
financial responsibility for liabilities of Old D&B under the 1998 Distribution
Agreement equally between the Company and Moody's, except that any such
liabilities that relate primarily to the D&B Business are liabilities of the
Company and any such liabilities that relate primarily to the Moody's Business
are liabilities of Moody's. Among other things, the Company and Moody's agreed
that, as between themselves, they are each responsible for 50% of any payments
to be made under the 1998 Distribution Agreement in respect of the action by IRI
(as described below in Note 9), including any legal fees and expenses related
thereto.

In connection with the 2000 Distribution, Old D&B borrowed funds to repay in
full its commercial paper obligations. In addition, pursuant to the 2000
Distribution Agreement, immediately prior to the 2000 Distribution, a portion of
Old D&B's indebtedness (plus certain minority interest obligations) and a
portion of Old D&B's cash was allocated to the Company in amounts such that, at
the time of the 2000 Distribution and before giving effect to the agreement
discussed below and certain other factors, the net indebtedness of the Company
(plus the minority interest obligations) approximated the net indebtedness of
Moody's. Under the terms of the Employee Benefits Agreement, substantially all
unexercised Old D&B stock options have been adjusted as of the 2000 Distribution
Date to comprise options to purchase Moody's common stock and separately
exercisable options to purchase common stock of the Company. In light of, among
other things, the numbers of optionees employed by the Company and Moody's,
respectively, this adjustment resulted in a substantially greater number of
outstanding options to purchase common stock of Moody's than would be the case
if options had been adjusted so as to become solely options to purchase common
stock of the optionee's employer. Due to this fact and the fact that, consistent
with past practice, each company is expected to maintain a stock purchase
program designed to offset the increased number of shares otherwise attributable
to option exercises, the Company agreed to adjust the net indebtedness of the
two companies to compensate Moody's for the disproportionate amount of its
estimated future cash costs in this regard. The final amount of the adjustment
discussed in the immediately preceding sentence is reflected in the Company's
consolidated balance sheet at September 30, 2000 and was determined on a formula
basis dependent upon a variety of factors, including the respective trading
prices of Moody's and the Company's common stock at the time of the 2000
Distribution.

Due to the relative significance of the D&B Business as compared to the Moody's
Business, the 2000 Distribution has been accounted for as a reverse spin-off. As
such, the D&B Business has been

                                      7


<PAGE>   8

classified as continuing operations and the Moody's Business as discontinued
operations. Pursuant to Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations--Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions", the consolidated financial statements of Old D&B have been
reclassified to reflect the Moody's segment as discontinued operations.

For financial reporting purposes, the assets and liabilities of Moody's have
been separately classified on the balance sheet at December 31, 1999 as "Net
Liabilities of Discontinued Operations." A summary of these assets and
liabilities follows:



<TABLE>
<CAPTION>
 (amounts in millions)                                                 December 31, 1999
                                                                       -----------------
<S>                                                                            <C>   
 Current assets                                                                $178.3
 Total assets                                                                   211.0
 Current liabilities                                                            377.8
 Total liabilities                                                              433.8
 Net liabilities of discontinued operations                                     222.8
</TABLE>


The net operating results of Moody's have been reported in the caption "Income
from Discontinued Operations, Net of Income Taxes" in the consolidated
statements of operations. Summarized operating results for Moody's were as
follows:


<TABLE>
<CAPTION>
                                                           Three months ended                       Nine months ended
  (amounts in millions)                                      September 30,                            September 30,
                                                   --------------------------------------     ---------------------------------
                                                             2000                1999            2000                  1999
                                                             ----                ----            ----                  ----
<S>                                                        <C>                 <C>             <C>                   <C>   
  Operating revenues                                       $152.6              $139.3          $441.1                $423.7
  Income before provision for income        
  taxes                                                      74.9                79.9           219.2                 219.2
  Net income                                                 45.4                44.6           133.0                 132.1
</TABLE>


Note 3 - Capital Stock

The total number of shares of all classes of stock that the Company has
authority to issue under its Restated Certificate of Incorporation is
220,000,000 shares of which 200,000,000 shares, par value $.01 per share,
represent Common Stock (the "Common Stock"), 10,000,000 shares, par value $.01
per share, represent shares of Preferred Stock (the "Preferred Stock") and
10,000,000 shares, par value $.01 per share, represent shares of Series Common
Stock (the "Series Common Stock"). The board of directors of the Company has
designated 500,000 shares of the Preferred Stock as Series A Junior
Participating Preferred Stock, par value $.01 per share. The Preferred Stock and
the Series Common Stock can be issued with varying terms, as determined by the
board of directors.

On September 30, 2000, 81,213,520 shares of Common Stock were distributed to the
shareholders of Old D&B. Since the Company has been treated as the successor
entity for accounting purposes, the Company's historical financial statements
reflect the recapitalization in connection with the 2000 Distribution, including
the elimination of treasury shares (which shares became treasury shares of
Moody's) and the authorization of the Common Stock, Preferred Stock and Series
Common Stock.


                                      8


<PAGE>   9

In connection with the 2000 Distribution, the Company entered into a Rights
Agreement with EquiServe Trust Company, N.A., designed to (i) minimize the
prospects of changes in control that could jeopardize the tax-free nature of the
2000 Distribution by assuring meaningful Board of Directors involvement in any
such proposed transaction and (ii) protect shareholders of the Company in the
event of unsolicited offers to acquire the Company and other coercive takeover
tactics that, in the opinion of the board of directors of the Company, could
impair its ability to represent shareholder interests. Under the Rights
Agreement, each share of the Common Stock has a right that trades with the stock
until the right becomes exercisable. Each right entitles the registered holder
to purchase one one-thousandth of a share of Series A Junior Participating
Preferred stock, par value $.01 per share, at a price of $125 per one
one-thousandth of a share, subject to adjustment. The rights will generally not
be exercisable until a person or group (an "Acquiring Person") acquires
beneficial ownership of, or commences a tender offer or exchange offer that
would result in such person or group having beneficial ownership of, 15% or more
of the outstanding Common Stock.

In the event that any person or group becomes an Acquiring Person, each right
will thereafter entitle its holder (other than the Acquiring Person) to receive,
upon exercise, that number of shares of Common Stock having a market value of
two times the exercise price.

In the event that, after a person or group has become an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provision
will be made so that each right will entitle its holder (other than the
Acquiring Person) to receive, upon exercise, that number of shares of common
stock of the person with whom the Company has engaged in the foregoing
transaction (or its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise price.

The Company may redeem the rights, which expire on August 15, 2010, for $0.01
per right, under certain circumstances.


Note 4 - Other Income (Expense) - Net

In the third quarter of 2000, the Company received a $10.1 million settlement of
a lawsuit related to a 1991 business transaction. The settlement payment was
recorded as other income.


                                      9

<PAGE>   10

Note 5 - Reconciliation of Weighted Average Shares


<TABLE>
<CAPTION>
                                                              Three Months Ended                         Nine Months Ended
                                                              -------------------                        -----------------
                                                                 September 30,                              September 30,
                                                                 -------------                              -------------
(share data in thousands)                                         2000               1999                2000               1999
                                                                  ----               ----                ----               ----
<S>                                                             <C>                <C>                 <C>                <C>   
Weighted average number of shares-basic                         81,108             80,459              80,884             81,357
Dilutive effect of shares issuable under stock options,
   restricted stock and performance share plans                    754                842                 579              1,004
Adjustment of shares applicable to stock options 
   exercised during the period and performance share 
   plans                                                            68                 43                  76                 85
                                                                ------             ------              ------             ------
Weighted average number of shares-diluted                       81,930             81,344              81,539             82,446
                                                                ======             ======              ======             ======
</TABLE>



As required by Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share," the Company has provided a reconciliation of basic
weighted average shares to diluted weighted average shares within the tables
outlined above. As noted in Note 2 - Reorganization Plan & Discontinued
Operations, for every two shares of Old D&B held, shareholders received one
share of the Company. In accordance with SFAS No. 128, the historical share
information has been adjusted to restate the historical share information for
consistency and comparability.

Upon the 2000 Distribution, unexercised Old D&B stock options were adjusted to
comprise options to purchase Moody's Common Stock and separately exercisable
options to purchase the Company's common stock. The value of the replacement
awards preserved as closely as possible the value of the awards that existed
immediately prior to the Distribution. The number of shares of Moody's common
stock covered by the adjusted Moody's Stock Options is the same number of shares
covered by the Old D&B stock options. The number of shares of the Company's
common stock covered by the new D&B stock options equals 50% of the number of
shares covered by the unexercised Old D&B stock options.

Options to purchase approximately 1.5 million and 1.7 million shares of the
Company's common stock were outstanding at September 30, 2000 and 1999,
respectively, were not included in the computation of diluted earnings per share
because the options' exercise prices were greater than the average market price
of the Company's common stock. The Company's options generally expire 10 years
after the initial grant date.

                                      10



<PAGE>   11


Note 6 - Comprehensive Income

The Company's total comprehensive income for the three and nine month periods
ended September 30, 2000 and 1999 was as follows:



<TABLE>
<CAPTION>
                                                            Three Months Ended                 Nine Months Ended
(amounts in millions)                                          September 30,                      September 30,
                                                      -----------------------------     -------------------------------
                                                            2000            1999               2000              1999
                                                            ----            ----               ----              ----
<S>                                                        <C>             <C>              <C>                 <C>
Net income                                                 $52.5           $66.1            $188.2              $192.9
Other comprehensive income (loss) -
foreign currency translation adjustment                      3.0          ( 2.0)            (16.8)              (15.1)
                                                           -----           -----            ------              ------
Total comprehensive income                                 $55.5           $64.1            $171.4              $177.8
                                                           =====           =====            ======              ======
</TABLE>


Note 7 - Restructuring

During the fourth quarter of 1999, the Company recorded a restructuring charge
of $41.2 million, comprised of severance costs of $32.7 million in connection
with the termination of approximately 700 associates, including two former
corporate executives, write off of certain assets made obsolete or redundant and
abandoned of $3.9 million and leasehold termination obligations of $4.6 million.
The restructuring includes: (1) office consolidations and organization changes
in both Europe and other international locations and improvements in sales and
data collection operations in Europe; (2) realigning and streamlining the
Company's global technology organization and outsourcing certain software and
product development to resources outside the United States and Europe; and (3)
migrating data collection in the U.S. to telephonic data collection and closing
15 U.S. field data collection offices.

The following chart summarizes the quarterly activity with respect to the
components of these restructuring actions, since December 31, 1999:


<TABLE>
<CAPTION>
                                                                                    Lease 
                                                                                 termination
   (amounts in millions)                                     Severance costs      obligations             Total
                                                             ---------------      -----------             -----
<S>                                                          <C>                 <C>                  <C>  
   December 31, 1999                                               $30.2             $4.5                 $34.7
   Payments made during the three 
     months ended March 31, 2000                                    (7.5)             (.4)                 (7.9)
                                                                   -----              ----                 -----
   March 31, 2000                                                   22.7              4.1                  26.8
   Payments made during the three                                                            
     months ended June 30, 2000                                     (3.7)             (.1)                 (3.8)
                                                                   -----              ----                 -----
   June 30, 2000                                                    19.0              4.0                  23.0
   Payments made during the three                                                            
     months ended September 30, 2000                                (4.1)             (.2)                 (4.3)
                                                                   -----              ----                 -----
                                                                                             
   September 30, 2000                                              $14.9             $3.8                 $18.7
                                                                   =====              ====                =====
</TABLE>


As of September 30, 2000, the Company has terminated 406 of the 700 associates
contemplated in the plan and anticipates completion of the restructuring actions
by the end of 2000.


                                       11


<PAGE>   12


Note 8 - Notes Payable and Other Indebtedness

In September 2000, immediately prior to the 2000 Distribution, the Company
established two committed bank facilities, which remained in effect after the
2000 Distribution. One of the facilities permits borrowings of up to $175
million and matures in September 2001. The second facility permits borrowings of
up to $175 million and matures in September of 2005. Under these facilities the
Company has the ability to borrow at prevailing short-term interest rates. The
Company has no borrowings outstanding under these facilities as of September 30,
2000. Old D&B had commercial paper borrowing outstanding of $124.7 million at
December 31, 1999.

Pursuant to the 2000 Distribution Agreement, immediately prior to the 2000
Distribution, a portion of Old D&B's indebtedness (plus certain minority
interest obligations) and a portion of Old D&B's cash was allocated to the
Company in amounts such that, at the time of the 2000 Distribution and before
giving effect to certain adjustments and other factors described in Note 2, the
net indebtedness of the Company (plus the minority interest obligations)
approximated the net indebtedness of Moody's. The indebtedness that was assumed
by the Company amounted to $24.1 million. The Company also assumed $300 million
in minority interest obligations and was allocated $39.4 million in cash. As of
September 30, 2000, the Company had a receivable from Moody's of $5.6 million,
which represented the final adjustment to the net indebtedness calculation. The
debt that was assumed by Moody's at the 2000 Distribution amounted to $195.5
million. Moody's also was allocated cash of $24.9 million and recorded a payable
to the Company of $5.6 million based on the calculation described above as of
the Distribution Date.


Note 9- Contingencies

The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Although the outcome of
such matters cannot be predicted with certainty, in the opinion of management,
the ultimate liability of D&B in connection with such matters will not have a
material effect on D&B's operating results, cash flows or financial position.

In addition, the Company also has certain other contingencies discussed below.

Information Resources
On July 29, 1996, Information Resources, Inc. ("IRI") filed a complaint in the
United States District Court for the Southern District of New York, naming as
defendants Donnelley, A.C. Nielsen Company (a subsidiary of ACNielsen
Corporation) and IMS International, Inc. (a subsidiary of the company then known
as Cognizant Corporation). At the time of the filing of the complaint, each of
the other defendants was a wholly owned subsidiary of Donnelley.

The complaint alleges various violations of United States antitrust laws,
including alleged violations of Section 1 and 2 of the Sherman Act. The
complaint also alleges a claim of tortious interference with a contract and a
claim of tortious interference with a prospective business relationship. These
claims relate to the acquisition by defendants of Survey Research Group Limited
("SRG"). IRI alleges SRG violated an alleged agreement with IRI when it agreed
to be acquired by the defendants and that the defendants induced SRG to breach
that agreement.

IRI's complaint alleges damages in excess of $350 million, which amount IRI
asked to be trebled under antitrust laws. IRI also seeks punitive damages in an
unspecified amount. No amount in

                                      12


<PAGE>   13

respect of these alleged damages has been accrued in the consolidated financial
statements of the Company.

In November 1996, Donnelley completed a distribution to its shareholders (the
"1996 Distribution") of the capital stock of ACNielsen Corporation ("ACNielsen")
and Cognizant Corporation ("Cognizant"). On October 28, 1996, in connection with
the 1996 Distribution, Cognizant, ACNielsen and Donnelley entered into an
Indemnity and Joint Defense Agreement (the "Indemnity and Joint Defense
Agreement") pursuant to which they have agreed (i) to certain arrangements
allocating potential liabilities ("IRI Liabilities") that may arise out of or in
connection with the IRI action and (ii) to conduct a joint defense of such
action. In particular, the Indemnity and Joint Defense Agreement provides that
ACNielsen will assume exclusive liability for IRI Liabilities up to a maximum
amount to be calculated at such time such liabilities, if any, become payable
(the "ACN Maximum Amount"), and that Donnelley and Cognizant will share
liability equally for any amounts in excess of the ACN Maximum Amount. The ACN
Maximum Amount will be determined by an investment banking firm as the maximum
amount which ACNielsen is able to pay after giving effect to (i) any plan
submitted by such investment bank which is designed to maximize the claims
paying ability of ACNielsen without impairing the investment banking firm's
ability to deliver a viability opinion (but which will not require any action
requiring stockholder approval), and (ii) payment of related fees and expenses.
For these purposes, financial viability means the ability of ACNielsen, after
giving effect to such plan, the payment of related fees and expenses, and the
payment of the ACN Maximum Amount, to pay its debts as they become due and to
finance the current and anticipated operating and capital requirements of its
business, as reconstituted by such plan, for two years from the date any such
plan is expected to be implemented.

In June 1998, Donnelley completed a distribution to its shareholders (the "1998
Distribution") of the capital stock of Old D&B and changed its name to R.H.
Donnelley Corporation. In connection with the 1998 Distribution, Old D&B and
Donnelley entered into an agreement (the "1998 Distribution Agreement") whereby
Old D&B assumed all potential liabilities of Donnelley arising from the IRI
action and agreed to indemnify Donnelley in connection with such potential
liabilities.

During 1998, Cognizant separated into two new companies, IMS Health Incorporated
("IMS") and Nielsen Media Research, Inc. ("NMR"). IMS and NMR are each jointly
and severally liable for all Cognizant liabilities under the Indemnity and Joint
Defense Agreement.

Under the terms of the 2000 Distribution Agreement, as a condition to the 2000
Distribution, the Company undertook to be jointly and severally liable with
Moody's for Old D&B's obligations to Donnelley under the 1998 Distribution
Agreement, including any liabilities arising under the Indemnity and Joint
Defense Agreement. However, as between themselves, each of the Company and
Moody's will be responsible for 50% of any payments to be made with respect to
the IRI action pursuant to the 1998 Distribution Agreement, including legal fees
or expenses related thereto.

Management is unable to predict at this time the final outcome of the IRI action
or whether the resolution of this matter could materially affect the Company's
results of operations, cash flows or financial position.


Tax Matters
Old D&B and its predecessors have entered into global tax planning initiatives
in the normal course of business, principally through tax free restructurings of
both their foreign and domestic operations. 

                                      13


<PAGE>   14

These initiatives are subject to normal review by tax authorities. It is
possible that additional liabilities may be proposed by tax authorities as a
result of these reviews and that some of the reviews could be resolved
unfavorably. At this time, management is unable to predict the extent of such
reviews, the outcome thereof or whether the resolution of these matters could
materially affect the Company's results of operations, cash flows or financial
position.

Pursuant to the 2000 Distribution Agreement, the Company and Moody's agreed to
be each financially responsible for 50% of any potential liabilities that may
arise with respect to the reviews described above, to the extent such potential
liabilities are not directly attributable to their respective business
operations.

The IRS has completed its review of the utilization of certain capital losses
generated during 1989 and 1990. On June 26, 2000, the IRS, as part of its audit
process, issued a formal assessment with respect to the utilization of these
capital losses and Old D&B responded by filing a petition for a refund in the
U.S. District Court on September 21, 2000.

Pursuant to a series of agreements, IMS Health and NMR are jointly and severally
liable to pay one-half, and Donnelley the other half, of any payments for taxes
and accrued interest arising from this matter and certain other potential tax
liabilities after Donnelley pays the first $137 million.

In connection with the 1998 Distribution, Old D&B and Donnelley entered into an
agreement whereby Old D&B has assumed all potential liabilities of Donnelley
arising from these tax matters and has agreed to indemnify Donnelley in
connection with such potential liabilities.

On May 12, 2000, an amended tax return was filed for the 1989 and 1990 tax
periods, which reflects $561.6 million of tax and interest due. Old D&B paid the
IRS approximately $349.3 million of this amount on May 12, 2000, which Old D&B
funded with short-term borrowings. IMS Health has informed Old D&B that it paid
to the IRS approximately $212.3 million on May 17, 2000. The payments were made
to the IRS to stop further interest from accruing. Notwithstanding the filing
and payment, the Company is contesting the IRS's formal assessment and would
also contest the assessment of amounts, if any, in excess of the amounts paid.
Old D&B and the Company have accrued their anticipated share of the probable
liability arising from the utilization of these capital losses.


Note 10 - Summary of Recent Accounting Pronouncements

In December 1999, the staff of the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 summarizes some of the staff's interpretations
of the application of generally accepted accounting principles to revenue
recognition. The staff provided this guidance due, in part, to the large number
of revenue-recognition issues that it has encountered in registrant filings. In
June 2000, SAB 101B, "Second Amendment: Revenue Recognition in Financial
Statements," was issued, which defers the effective date of SAB 101 until the
fourth quarter of 2000. The Company believes it is in compliance with this
guidance.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133").
This statement establishes accounting and reporting standards for derivative


                                       14


<PAGE>   15

instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement
of those instruments at fair value. If certain conditions are met, a derivative
may be designated specifically as: (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm commitment
(a fair value hedge); (b) a hedge of the exposure to variable cash flows of a
forecasted transaction (a cash flow hedge); or (c) a hedge of the foreign
currency exposure of a net investment in a foreign operation, an unrecognized
firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. In June 1999, the Financial
Accounting Standards Board issued SFAS No. 137 delaying the effective date of
SFAS No. 133. The provisions of SFAS No. 133, as amended, are effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. The Company
currently hedges foreign-currency-denominated transactions and expects to adopt
SFAS No. 133 beginning January 1, 2001. The effect of adopting SFAS No. 133 is
not expected to have a material effect on the Company.


                                       15


<PAGE>   16

NOTE 11- SEGMENT INFORMATION


<TABLE>
<CAPTION>
                                                            QUARTER ENDED                  YEAR-TO-DATE
                                                            SEPTEMBER 30,                 SEPTEMBER 30,
                                                      --------------------------------------------------------
Dollar amounts in millions                              2000          1999           2000             1999
-------------------------------------                 ---------     ---------    ------------    -------------
<S>                                                   <C>           <C>          <C>             <C>
OPERATING REVENUES:
   North America                                      $  229.6      $  219.3      $    715.3      $    687.5
   Europe                                                 88.0          96.9           275.9           301.4
   Asia Pacific / Latin America                           17.3          18.2            48.0            49.3
                                                      ---------     ---------     -----------     -----------
CONSOLIDATED OPERATING REVENUES                       $  334.9      $  334.4      $  1,039.2      $  1,038.2
                                                      ---------     ---------     -----------     -----------
OPERATING INCOME (LOSS):
                                                      ---------     ---------     -----------     -----------
   North America                                      $   64.4      $   56.8      $    205.2      $    181.8
   Europe                                                 (3.7)         (7.2)          (19.3)          (24.9)
   Asia Pacific / Latin America                           (0.2)         (0.5)           (6.1)           (6.6)
                                                      ---------     ---------     -----------     -----------
        Total Divisions                                   60.5          49.1           179.8           150.3
   Corporate and Other                                   (36.3)         (5.7)          (56.7)          (26.1)
                                                      ---------     ---------     -----------     -----------

CONSOLIDATED OPERATING INCOME                         $   24.2      $   43.4      $    123.1      $    124.2
                                                      ---------     ---------     -----------     -----------
</TABLE>





SUPPLEMENTAL GEOGRAPHIC AND PRODUCT LINE INFORMATION:
-----------------------------------------------------


<TABLE>
<CAPTION>
                                                              QUARTER ENDED               YEAR-TO-DATE
                                                              SEPTEMBER 30,              SEPTEMBER 30,
                                                       -------------------------    --------------------------
GEOGRAPHIC REVENUE                                         2000          1999          2000           1999
-------------------------------------                  -----------    ----------    -----------   ------------
<S>                                                    <C>            <C>          <C>            <C>
   United States                                         $  222.3     $  212.1      $    693.3     $    666.7
   International                                            112.6        122.3           345.9          371.5
                                                         ---------    ---------     -----------    -----------

Consolidated Operating Revenues                          $  334.9     $  334.4      $  1,039.2     $  1,038.2
                                                         ---------    ---------     -----------    -----------

PRODUCT LINE REVENUES
-------------------------------------                  -----------    ----------    -----------   ------------

   Credit Information Solutions                          $  211.3     $  218.3      $    672.0     $    697.7
   Marketing Information Solutions                           74.6         74.0           226.9          217.0
   Purchasing Information Solutions                           8.5          6.3            20.3           17.8
   Receivables Management Services                           40.5         35.8           120.0          105.7
                                                         ---------    ---------     -----------    -----------

Consolidated Operating Revenues                          $  334.9     $  334.4      $  1,039.2     $  1,038.2
                                                         ---------    ---------     -----------    -----------
</TABLE>




                                     -16-


<PAGE>   17



I
tem 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

OVERVIEW

To facilitate an analysis of the Company's operating results, certain
significant events should be considered.

2000 Distribution

On September 30, 2000, the company then known as The Dun & Bradstreet
Corporation ("Old D&B") separated into two independent, publicly traded
companies - The New D&B Corporation (the "Company") and Moody's Corporation
("Moody's"). The separation was accomplished through a tax-free distribution to
shareholders of Old D&B (the "2000 Distribution") of all of the shares of common
stock of the Company. For every two shares of common stock of Old D&B held,
shareholders received one share of common stock of the Company. Following the
2000 Distribution, Old D&B was renamed "Moody's Corporation" and the Company was
renamed "The Dun & Bradstreet Corporation."

Prior to the 2000 Distribution, Old D&B had completed an internal reorganization
to the effect that, at the time of the 2000 Distribution, the business of the
Company consisted solely of the business of supplying credit, marketing and
purchasing information as well as receivables management services (the "D&B
Business"), and the business of Old D&B (other than the Company and its
subsidiaries) consisted solely of the business of providing ratings and related
research and risk management services (the "Moody's Business").

Old D&B received a ruling letter from the Internal Revenue Service (the "IRS")
on June 15, 2000, to the effect that the receipt by Old D&B shareholders of the
common stock of the Company in the 2000 Distribution would be tax-free to such
stockholders and Old D&B for Federal income tax purposes, except to the extent
of cash received in lieu of fractional shares of common stock of the Company.

For purposes of, among other things, governing certain of the ongoing relations
between the Company and Moody's as a result of the 2000 Distribution as well as
to allocate certain tax, employee benefit and other liabilities arising prior to
the 2000 Distribution, the companies entered into various agreements, including
a Distribution Agreement (the "2000 Distribution Agreement"), Tax Allocation
Agreement, Employee Benefits Agreement, Intellectual Property Assignment, Shared
Transaction Services Agreement, Insurance and Risk Management Services
Agreement, Data Services Agreement and Transition Services Agreement.

In general, pursuant to the terms of the 2000 Distribution Agreement, all of the
assets of the D&B Business have been allocated to the Company and all of the
assets of the Moody's Business have been allocated to Moody's. The 2000
Distribution Agreement also provided for assumptions of liabilities and
cross-indemnities designed to allocate generally, as of September 30, 2000,
financial responsibility for (i) all liabilities arising out of or in connection
with the D&B Business to the Company, (ii) all liabilities arising out of or in
connection with the Moody's Business to Moody's and (iii) substantially all
other liabilities as of September 30, 2000 equally between the Company and
Moody's. The liabilities so allocated include contingent and other liabilities
relating to former businesses of Old D&B and its predecessor and certain prior
business transactions, which consist primarily of potential liabilities arising
from a legal action initiated by Information Resources, Inc. or from reviews by
tax 


                                       17

<PAGE>   18

authorities of Old D&B's global tax planning initiatives, each of which is
described in Note 9 to the consolidated financial statements included in Item 1
above.

Pursuant to the terms of a distribution agreement, dated as of June 30, 1998
(the "1998 Distribution Agreement"), between Old D&B (then known as "The New Dun
& Bradstreet Corporation") and R.H. Donnelley Corporation (then known as "The
Dun & Bradstreet Corporation" and herein referred to as "Donnelley"), as a
condition to the 2000 Distribution, the Company was required to undertake to be
jointly and severally liable with Moody's to Donnelley for any liabilities
arising thereunder. The 2000 Distribution Agreement generally allocates the
financial responsibility for liabilities of Old D&B under the 1998 Distribution
Agreement equally between the Company and Moody's, except that any such
liabilities that relate primarily to the D&B Business are liabilities of the
Company and any such liabilities that relate primarily to the Moody's Business
are liabilities of Moody's. Among other things, the Company and Moody's agreed
that, as between themselves, they are each responsible for 50% of any payments
to be made under the 1998 Distribution Agreement in respect of the action by IRI
(as described in Note 9), including any legal fees and expenses related thereto.

Pursuant to the 2000 Distribution Agreement, immediately prior to the 2000
Distribution, a portion of Old D&B's indebtedness (plus certain minority
interest obligations) and a portion of Old D&B's cash was allocated to the
Company in amounts such that, at the time of the 2000 Distribution and before
giving effect to the agreement discussed below and certain other factors, the
net indebtedness of the Company (plus the minority interest obligations)
approximated the net indebtedness of Moody's. Under the terms of the Employee
Benefits Agreement, substantially all unexercised Old D&B stock options have
been adjusted as of the 2000 Distribution Date to comprise options to purchase
Moody's common stock and separately exercisable options to purchase common stock
of the Company. In light of, among other things, the numbers of optionees
employed by the Company and Moody's, respectively, this adjustment resulted in
substantially greater number of outstanding options to purchase common stock of
Moody's than would be the case if options would have been adjusted so as to
become solely options to purchase common stock of the optionee's employer. Due
to this fact and the fact that, consistent with past practice, each company is
expected to maintain a stock purchase program designed to offset the increased
number of shares otherwise attributable to option exercises, the Company has
agreed to adjust the net indebtedness of the two companies to compensate Moody's
for the disproportionate amount of its estimated future cash costs in this
regard. The final amount of the adjustment discussed in the immediately
preceding sentence is reflected in the Company's consolidated balance sheet as
of September 30, 2000 and has been determined on a formula basis and was
dependent upon a variety of factors, including the respective trading prices of
Moody's and the Company's common stock at the time of the 2000 Distribution.

Due to the relative significance of the Company as compared to Moody's, the
transaction has been accounted for as a reverse spin-off. As such, the Company
has been classified as continuing operations and Moody's as discontinued
operations. Pursuant to Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," the consolidated financial statements of the Company have been
reclassified to reflect the Moody's segment as discontinued operations.
Accordingly, revenues, costs and expenses, assets and liabilities, and cash
flows of Moody's have been excluded from the respective captions in the
Consolidated Statements of Operations, Consolidated Balance Sheets and
Consolidated Statements of Cash Flows. The net operating results of Moody's have
been reported, net of applicable income taxes, as "Income from Discontinued
Operations, Net of Income Taxes", the net


                                      18


<PAGE>   19

liabilities have been reported as "Net Liabilities of Discontinued Operations"
and the net cash flows have been reported as "Net Cash (Used in) Provided by
Discontinued Operations."

1999 Restructuring Charge

During the fourth quarter of 1999, Old D&B's board of directors approved plans
to restructure the Company's operations. The restructuring included: (1) office
consolidations and organization changes in both Europe and other international
locations and improvements in sales and data collection operations in Europe;
(2) realigning and streamlining the Company's global technology organization and
outsourcing certain software and product development to resources outside the
United States and Europe; and (3) migrating data collection in the U.S. to
telephonic data collection and closing 15 U.S. field data collection offices.

As a result of these actions, a pre-tax restructuring charge of $41.2 million
($27.9 million after-tax, $.34 per share basic and diluted) was included in
operating income in 1999. Employee severance costs from planned terminations of
approximately 700 employees totaled $32.7 million (including severance for two
former corporate executives). The balance of the charge related to the write-off
of certain assets made obsolete or redundant and abandoned by the restructuring
and leasehold termination obligations arising from office closures. The
restructuring actions were designed to strengthen customer service worldwide,
improve operating efficiencies and lower structural costs.

During the first nine months of 2000, the Company made payments of $16.0 million
related to this restructuring. As of September 30, 2000, the Company has
terminated 406 of the 700 contemplated in the plans. The Company anticipates
completion of this restructuring by the end of 2000, including the payment of
the majority of the associated costs.

New Business Strategy - Blueprint for Growth

During the second quarter of 2000, a new chairman and chief executive officer
was appointed for the Company. Under his direction, on October 2, 2000, the
Company announced a new business strategy designed to transform the Company into
a growth company with an important presence on the Web, while also continuing to
deliver shareholder value during the transformation.

The Company plans to reallocate approximately $100 million from its cost base to
create the financial flexibility needed to implement its new strategy. The
Company intends to reallocate current spending through globalizing
administrative functions, streamlining data collection and fulfillment,
rationalizing sales and marketing functions and consolidating and simplifying
technology functions while gaining efficiencies, enhancing data quality,
increasing productivity and maximizing effectiveness. The Company is currently
developing the detailed plans surrounding this strategy and expects to record a
charge of $60 to $80 million for employee termination and other exit costs
related to the implementation of the first phase of the new strategy during the
fourth quarter of 2000. As the Company continues to implement its Blueprint for
Growth strategy, it is possible that future charges may be necessary.


                                      19


<PAGE>   20


RESULTS OF OPERATIONS

Consolidated Results

For the third quarter of 2000, the Company reported income from continuing
operations of $7.1 million and earnings per share from continuing operations of
$.09 per share, basic and diluted. Third quarter 2000 results of continuing
operations included one-time pre-tax reorganization costs, in connection with
the 2000 Distribution, of $26.4 million ($.28 per share basic and diluted) and a
gain on the settlement of litigation of $10.1 million ($.08 per share, basic and
diluted). In the third quarter of 1999, the Company reported income from
continuing operations of $21.5 million and earnings per share from continuing
operations of $.27 basic and $.26 diluted. Excluding the one-time items noted
above, when comparing the third quarter of 2000 with the same period in 1999,
income from continuing operations increased 10%, basic earnings per share from
continuing operations increased 7% and diluted earnings per share from
continuing operations increased 12%.

For nine months ended September 30, 2000, income from continuing operations was
$55.2 million and earnings per share from continuing operations was $.68 per
share, basic and diluted. These results included $28.6 million of reorganization
costs and the $10.1 million gain. In the first nine months of 1999 income from
continuing operations was $60.8 million and earnings per share from continuing
operations was $.75 per share, basic and $.74 per share, diluted. For the nine
months ended September 30, 2000, excluding the one time items noted above,
income from continuing operations increased 22%, basic earnings per share from
continuing operations increased 21% and diluted earnings per share from
continuing operations increased 23% from the prior year's same period results.

For the third quarter 2000, the Company reported net income of $52.5 million,
including income from discontinued operations of $45.4 million. In the third
quarter of 1999, the Company reported net income of $66.1 million, including
income from discontinued operations of $44.6 million. Earnings per share for the
third quarter of 2000 of $.65 basic and $.64 diluted, included earnings per
share from discontinued operations of $.56 per share basic and $.55 per share
diluted. These results compared to earnings per share for the third quarter of
1999 of $.82 basic and $.81 diluted which included earning per share from
discontinued operations of $.55 basic and diluted.

Net income was $188.2 million for the first nine months of 2000, including
income from discontinued operations of $133.0 million. In the same period of
1999 net income was $192.9 million, including income from discontinued
operations of $132.1 million. Earnings per share for the first nine months of
2000 were $2.33 basic and $2.31 diluted, including earnings per share from
discontinued operations of $1.65 basic and $1.63 diluted. Earnings per share for
the first nine months of 1999 were $2.37 basic and $2.34 diluted, including
earnings per share from discontinued operations of $1.62 basic and $1.60
diluted.

Operating revenues for the third quarter were $334.9 million in 2000 compared
with $334.4 million in the third quarter of 1999. Revenue growth in North
America of 5% was offset by declines in Europe of 9% and Asia Pacific/Latin
America {"APLA") of 5%. However, excluding the effect of foreign exchange,
operating revenues in the third quarter of 2000 increased 3% compared to the
same period in 1999. On a year-to-date basis, operating revenues were $1,039.2
million in 2000 and $1,038.2 million in 1999, driven by growth in North America,
offset by declines in Europe and APLA. Excluding the effect of foreign exchange,
operating revenues increased 3% in 2000 compared to 1999. For both the quarter
and year to date periods, results reflect a decline in revenues from traditional
credit


                                      20

<PAGE>   21


information services. This decline is offset by growth in revenues from value
added products in credit information services in addition to growth in marketing
information services and receivable management services.

Operating expenses decreased 8% to $122.1 million in the third quarter of 2000
as compared to the same period in 1999, resulting from cost reductions
attributable to the restructuring actions implemented in the fourth quarter of
1999 and the positive effect of foreign exchange on expenses. Selling and
administrative expenses increased 4% to $133.5 million in the third quarter of
2000 compared to the same period in 1999, resulting from costs incurred in order
to offer new products and services, and costs associated with the appointment of
the new chairman and chief executive officer of the Company, which offset cost
reductions and the positive effect of foreign exchange. Depreciation and
amortization decreased 6% in the third quarter of 2000 as compared to the same
period in 1999 as a result of lower capitalization over the past two years, the
write-off of certain assets as a result of the restructuring actions and the
positive effect of foreign exchange on expenses. During the third quarter of
2000, the Company incurred $26.4 million of reorganization costs in connection
with the 2000 Distribution.

Operating expenses decreased 4% to $389.9 million, selling and administrative
expenses were relatively flat at $412.5 million and depreciation and
amortization decreased 11% to $85.1 million for the first nine months of 2000 as
compared to the same period in 1999, largely resulting from the same factors
impacting the third quarter. For the nine months ended September 30, 2000, the
Company incurred $28.6 million of reorganization costs in connection with the
2000 Distribution.

Operating income for the third quarter of 2000 was $24.2 million, compared to
$43.4 million during the third quarter of 1999. Excluding the reorganization
costs incurred, operating income for the third quarter of was up 17% from prior
year. This improvement is due to strong growth in operating income in North
America and lower losses in Europe and APLA reflecting higher revenues in North
America and decreased expenses in all units. On a year-to-date basis, operating
income was $123.1 million in 2000, compared to $124.2 million in the same period
of 1999. Excluding the reorganization costs, operating income was up 22%,
resulting from the same factors that impacted the quarter.

Non-operating income -net was $.4 million for the third quarter of 2000 compared
to an expense of $6.7 million for the third quarter of 1999. Other income
(expense) - net for the quarter included a $10.1 million gain on the favorable
settlement of litigation. Interest expense in the third quarter of 2000,
increased in comparison to the same period in 1999 resulting from an increase in
commercial paper borrowing. On a year-to-date basis, non-operating expense-net
was $14.0 million in the first nine months of 2000, compared to $20.6 million in
the same period of 1999. Higher interest expense in the period was offset by the
gain recorded in the third quarter of 2000.

The Company's effective tax rate for the third quarter of 2000 was 71.1% and its
underlying rate was 42.0%. The difference in the rates is attributable to the
non-deductibility of certain reorganization costs incurred in the third quarter
of 2000 in connection with the 2000 Distribution. The effective and underlying
tax rate for the third quarter of 1999 was 41.4%. On a year to date basis the
effective tax rate was 49.4% and the underlying rate was 42.0% for 2000,
compared to both an effective and an underlying tax rate of 41.3% for 1999.

Income from discontinued operations, net of income taxes, was $45.4 million for
the third quarter of 2000, compared with $44.6 million in the third quarter of
1999. For the nine months ended 


                                       21


<PAGE>   22

September 30, 2000, income from discontinued operations, net of income taxes,
was $133.0 million compared with $132.1 million in the same period of 1999.

Segment Results

North America revenues were $229.6 million in the third quarter of 2000, up 5%
from 1999 third quarter revenues. In comparing the third quarter of 2000
revenues with the third quarter of 1999 revenues, North America's revenues from
credit information solutions increased 1% to $141.0 million, marketing
information solutions increased 5% to $55.4 million, purchasing information
solutions increased 31% to $7.9 million and receivables management services
increased 21% to $25.3 million. Through September 30, 2000, North America
revenues of $715.3 million were up 4% from the same period in the prior year.
Revenues on a year-to-date basis were flat at $447.8 million for credit
information solutions, increased 8% to $174.3 million for marketing information
solutions, increased 12% to $18.9 million for purchasing information solutions
and increased 23% to $74.3 million for receivables management services in
comparison with the same period of the prior year.

For both the quarter and year to date periods, the North American results
reflect a decline in the use of traditional credit information services products
as the Company has migrated its customers from traditional credit information
products to lower price, higher margin value added products. In addition, the
availability of free or lower cost information on the Internet has impacted
revenues from traditional credit information products. However, revenues from
value added credit information services products have offset the decline in
traditional credit products in both the quarter and year-to-date periods. The
growth in revenues from marketing information solutions and purchasing
information services was largely driven by revenues from value added products,
while both traditional and value added products have contributed to the growth
in revenues from receivable management services. The Company intends to expand
its customer base by targeting the small business market and deepening the
penetration of global accounts in order to sustain revenue growth.

North America operating income was $64.4 million in the third quarter of 2000,
up 13% from the prior year, driven by the increase in revenues and the impact of
data collection cost reductions achieved as part of the 1999 fourth quarter
restructuring actions. Consistent with the trend for the quarter, for the nine
months ended September 30, 2000, operating income was $205.2 million, up 13%
from the same period of 1999.

Europe's revenues were $88.0 million in the third quarter of 2000, down 9% when
compared to 1999 third quarter revenues of $96.9 million. However, excluding the
effect of foreign exchange, revenues would have increased by 1%. In comparing
the European reported revenues for third quarter of 2000 with the third quarter
of 1999, revenues from credit information solutions decreased 10% to $60.1
million, revenues from marketing information solutions decreased 11% to $16.3
million, revenues from purchasing information solutions increased $.4 million to
$.6 million and revenues from receivables management services decreased 2% to
$11.0 million. Excluding the effect of foreign exchange, Europe would have
reported in the third quarter of 2000 flat revenues from credit information
solutions, a decrease in revenues from marketing information solutions of 3% and
an increase in revenues from receivables management services of 10%, in each
case in comparison to the third quarter of 1999.

Through September 30, 2000, Europe's operating revenues decreased 9% to $275.9
million from the same period of 1999. However, excluding the effect of foreign
exchange, revenues would have increased by 1%. In comparing Europe's revenues
for the nine months ended September 30, 2000 


                                       22


<PAGE>   23

with the same period in 1999, revenues from credit information solutions
decreased 10% to $195.1 million, revenues from marketing information solutions
decreased 8% to $45.2 million, revenues from purchasing information solutions
increased 59% to $1.4 million and receivables management services revenues
decreased 3% to $34.2 million. Excluding the effect of foreign exchange, Europe
would have reported for the nine months ended September 30, 2000 flat revenues
from credit information solutions, a decrease in revenues from marketing
information solutions of 1%, an increase in revenues from purchasing information
solutions of 71% and an increase in revenues from receivables management
services of 8%, in each case in comparison to same period of 1999.

For both the quarter and year-to-date, European revenues from credit information
solutions products have been negatively impacted by ongoing price erosion in the
local markets, as well as continued competition, including availability of free
or lower-cost information from online vendors and other Internet sources. The
Company believes that the decline in revenues from marketing information
solutions products in the third quarter and year-to-date resulted when some
accounts shifted business to the fourth quarter. However, the high growth in
revenues from value added products in Europe has resulted in the overall
improvement in revenues, excluding the negative effect of foreign exchange.

Europe reported an operating loss of $3.7 million in the third quarter of 2000,
compared to a loss of $7.2 million in the same period of the prior year. On a
year-to-date basis, Europe reported an operating loss of $19.3 million in the
first nine months of 2000 compared to $24.9 million in 1999. Europe achieved
modest improvements in profitability, while still spending on the infrastructure
necessary to offer new products and services, as a result of significant cost
reductions realized from the restructuring actions implemented in the fourth
quarter of 1999.

APLA reported operating revenues of $17.3 million in the third quarter of 2000,
down 5% from the same period in 1999. Excluding the effect of foreign exchange,
revenue growth would have been down 4%. The decline largely resulted from the
elimination of Singapore's revenues in 2000 as the business was contributed to a
joint venture in the third quarter of 2000, an important transaction expected to
improve the Company's international profitability. The Company's share of the
venture's results is no longer included in APLA but rather within other income
(expense) - net. Excluding revenue from D&B Singapore from both years' results,
and before the effect of foreign exchange, APLA's revenue was even with a year
ago. In comparing the third quarter of 2000 with the third quarter of 1999, APLA
credit information solutions revenues decreased 13% to $10.2 million, marketing
information solutions revenues increased 8% to $2.9 million and receivables
management services revenues increased 11% to $4.2 million. Excluding the effect
of foreign exchange, APLA would have reported for the third quarter of 2000 a
decrease in revenues from credit information solutions of 13%, an increase in
revenues from marketing information solutions of 11% and an increase in revenues
from receivables management services of 15%, in each case in comparison to the
third quarter of 1999.

Through September 30, 2000 APLA reported operating revenues of $48.0 million,
down 3% when compared to $49.3 million in 1999. Excluding the effect of foreign
exchange, APLA revenues would have decreased by 4%. Excluding revenue from D&B
Singapore from both years' results, and before the effect of foreign exchange,
APLA's revenue was down 3 percent from the prior year period. In comparing the
nine months ended September 30, 2000 with the same period in 1999, credit
information solutions revenues decreased 10% to $29.1 million, while marketing
information solutions revenues increased 4% to $7.4 million and receivables
management services revenues increased 14% to $11.5 million. Excluding the
effect of foreign exchange, APLA would have reported for the year to date 2000 a
decrease in revenues from credit information solutions of 12%, an increase in
revenues from marketing 



                                       23


<PAGE>   24

information solutions of 6% and an increase in revenues from receivables
management services of 15%, in each case in comparison to the same period of
1999.

APLA reported an operating loss of $.2 million in the third quarter of 2000,
compared to an operating loss of $.5 million in the same period of 1999. For the
nine months ended September 30, 2000, APLA reported an operating loss of $6.1
million, compared to an operating loss of $6.6 million in the same period of
1999. The modest improvement in profitability is attributable to cost
reductions.

ADOPTION OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS ("SFAS")

In December 1999, the staff of the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 summarizes some of the staff's interpretations
of the application of generally accepted accounting principles to revenue
recognition. The staff provided this guidance due, in part, to the large number
of revenue-recognition issues that it has encountered in registrant filings. In
June 2000, SAB 101B, "Second Amendment: Revenue Recognition in Financial
Statements," was issued, which defers the effective date of SAB 101 until the
fourth quarter of 2000. The Company believes it is in compliance with this
guidance.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133").
This statement establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires recognition of all
derivatives as either assets or liabilities on the balance sheet and measurement
of those instruments at fair value. If certain conditions are met, a derivative
may be designated specifically as: (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm commitment
(a fair value hedge); (b) a hedge of the exposure to variable cash flows of a
forecasted transaction (a cash flow hedge); or (c) a hedge of the foreign
currency exposure of a net investment in a foreign operation, an unrecognized
firm commitment, an available-for-sale security, or a
foreign-currency-denominated forecasted transaction. In June 1999, the Financial
Accounting Standards Board issued SFAS No. 137 delaying the effective date of
SFAS No. 133. The provisions of SFAS No. 133 are effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The Company
currently hedges foreign-currency-denominated transactions and expects to adopt
SFAS No. 133, as amended, beginning January 1, 2001. The effect of adopting SFAS
No. 133 is not expected to have a material effect on the Company.

LIQUIDITY AND FINANCIAL POSITION

Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
30, 1999

At September 30, 2000, cash and cash equivalents totaled $39.4 million, a
decrease of $70.0 million from $109.4 million held at December 31, 1999. During
the nine months ended September 30, 2000, the Company's payment of $349.3
million to the IRS, as discussed below under "Other," and the impact of the 2000
Distribution with respect to the allocation of net indebtedness, impacted the
cash balance.

Operating activities used net cash of $13.9 million during the nine months ended
September 30, 2000 compared to generating net cash of $281.0 million during the
same period in 1999. The $349.3 million payment to the IRS is reflected as a
reduction in continuing operations' accrued


                                       24


<PAGE>   25

income taxes of $174.7 and as a $174.6 million offset to cash used in operating
activities of discontinued operations for the nine months ended September 30,
2000. Excluding the impact of the payment, cash generated by operating
activities for the nine months ended September 30, 2000 would have been $335.4
million, with continuing operations providing $163.3 million and discontinued
operations providing $172.1 million. Cash generated by operating activities for
the nine months ended September 30, 1999 was $281.0 million, with continuing
operations providing $130.2 million and discontinued operations providing $150.7
million. The improvement in cash generated by operating activities of continuing
operations results from increased operating income, excluding the impact of the
reorganization costs, the majority of which will be paid during the next
quarter, and higher sales and accounts receivable collections during 2000
compared with 1999.

During the nine months ended September 30, 2000, the Company made payments of
$16.0 million related to the restructuring actions implemented during the fourth
quarter of 1999. As of September 30, 2000, the Company has terminated 406 of the
700 contemplated in the plan. The Company anticipates completion of the
restructuring actions by the end of 2000, including the payment of the majority
of the associated costs.

Net cash used in investing activities was $88.8 million for the nine months
ended September 30, 2000 compared to $90.7 million in 1999, including net cash
used in investing activities of discontinued operations of $26.2 million in 2000
and $5.8 million in the same period of 1999. Net cash used by discontinued
operations in the first nine months of 2000 included an acquisition by Moody's
of a financial software products company for $17.4 million. Through September
30, 2000, the Company invested $53.2 million for capital expenditures and
additions to computer software and other intangibles compared to $83.0 million
in the comparable period in 1999, due primarily to higher expenditures in the
prior year on systems implemented in 1999.

Net cash provided by financing activities through September 30, 2000 was $34.0
million, compared to net cash used in financing activities of $209.0 million
during the same period of 1999. Payments of dividends accounted for $89.8
million in the nine months ended September 30, 2000 compared to $90.3 million in
the same period of 1999. However, the Company does not intend to pay dividends
in the future. As discussed below, the Company's financing arrangements and
stock repurchases also affected the net cash provided by or used for financing
activities.

Financing Arrangements

In connection with the 2000 Distribution, Old D&B borrowed funds in order to
repay in full Old D&B's commercial paper obligations. Also pursuant to the 2000
Distribution Agreement, immediately prior to the 2000 Distribution, a portion of
Old D&B's indebtedness (plus certain minority interest obligations) and a
portion of Old D&B's cash was allocated to the Company in amounts such that, at
the time of the 2000 Distribution and before giving effect to certain
adjustments and other factors described in Note 2 to the consolidated financial
statements included in Item 1 above, the net indebtedness of the Company (plus
the minority interest obligations) approximated the net indebtedness of Moody's.
The indebtedness that was assumed by the Company amounted to $24.1 million. The
Company also assumed $300 million in minority interest obligations and was
allocated $39.4 million in cash. As of September 30, 2000, the Company had a
receivable from Moody's of $5.6 million, which represented the final adjustment
to the net indebtedness calculation. The debt that was assumed by Moody's at the
2000 Distribution amounted to $195.5 million. At September 30, 2000, 


                                       25



<PAGE>   26

Moody's also was allocated cash of $24.9 million and recorded a payable to the
Company of $5.6 million based on the calculation described above.

In September 2000, the Company established two committed bank facilities, which
remained in effect after the 2000 Distribution. One of the facilities permits
borrowings of up to $175 million and matures in September 2001. The second
facility permits borrowings of up to $175 million and matures in September of
2005. Under these facilities the Company has the ability to borrow at prevailing
short-term interest rates. The Company has no borrowings outstanding under these
facilities as of September 30, 2000. It is anticipated that these facilities
will be used for general corporate purposes, including to support the Company's
commercial paper program.

Old D&B had commercial paper borrowings outstanding of $124.7 million at
December 31, 1999.

Stock Repurchase

Through September 30, 2000, Old D&B repurchased 125,000 shares for $3.5 million
in connection with its Employee Stock Purchase Plan and to offset a portion of
the shares issued under incentive plans. During the nine months ended September
30, 1999, Old D&B completed its special stock repurchase program, authorized by
its Board of Directors in June 1998, by purchasing 4.2 million shares for $150.0
million. During the nine months ended September 30, 1999, Old D&B also
repurchased 2.2 million shares for $77.5 million in connection with its Employee
Stock Purchase Plan and to offset awards made under incentive plans. Proceeds
received in connection with Old D&B's stock plans were $30.7 million for the
nine months ended September 30, 2000 compared to $41.7 million in the same
period in 1999.

The Company has authorized a systematic share repurchase program to offset the
dilutive effect of shares issued under the Company's employee benefit
arrangements.

Other

Old D&B and its predecessors have entered into global tax planning initiatives
in the normal course of business, principally through tax free restructurings of
both their foreign and domestic operations. These initiatives are subject to
normal review by tax authorities. It is possible that additional liabilities may
be proposed by tax authorities as a result of these reviews and that some of the
reviews could be resolved unfavorably. At this time, management is unable to
predict the extent of such reviews, the outcome thereof or whether the
resolution of these matters could materially affect the Company's results of
operations, cash flows or financial position.

Pursuant to the 2000 Distribution Agreement, the Company and Moody's agreed to
be each financially responsible for 50% of any potential liabilities that may
arise with respect to the reviews described above, to the extent such potential
liabilities are not directly attributable to their respective business
operations.

The IRS, has completed its review of the utilization of certain capital losses
generated during 1989 and 1990. On June 26, 2000, the IRS, as part of its audit
process, issued a formal assessment with respect to the utilization of these
capital losses and Old D&B responded by filing a petition for a refund in the
U.S. District Court on September 21, 2000.



                                       26


<PAGE>   27

Pursuant to a series of agreements, IMS Health and NMR are jointly and severally
liable to pay one-half, and Donnelley the other half, of any payments for taxes
and accrued interest arising from this matter and certain other potential tax
liabilities after Donnelley pays the first $137 million.

In connection with the 1998 Distribution, Old D&B and Donnelley entered into an
agreement whereby Old D&B assumed all potential liabilities of Donnelley arising
from these tax matters and agreed to indemnify Donnelley in connection with such
potential liabilities.

On May 12, 2000, an amended tax return was filed for the 1989 and 1990 tax
periods, which reflects $561.6 million of tax and interest due. Old D&B paid the
IRS approximately $349.3 million of this amount on May 12, 2000, which Old D&B
funded with short-term borrowings. IMS Health has informed D&B that it paid to
the IRS approximately $212.3 million on May 17, 2000. The payments were made to
the IRS to stop further interest from accruing. Notwithstanding the filing and
payment, the Company is contesting the IRS's formal assessment and would also
contest the assessment of amounts, if any, in excess of the amounts paid. The
Company had accrued its anticipated share of the probable liability arising from
the utilization of these capital losses.

The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Although the outcome of
such matters cannot be predicted with certainty, in the opinion of management,
the ultimate liability of the Company in connection with such matters will not
have a material effect on the Company's operating results, cash flows or
financial position.


NEW EUROPEAN CURRENCY

On January 1, 1999, eleven of the countries in the European Union began a
three-year transition to a single European currency ("euro") to replace the
national currency of each participating country. The Company intends to phase in
the transition to the euro over the next two years. The Company has established
a task force to address issues related to the euro. The Company believes that
the euro conversion may have a material impact on its operations and financial
condition if it fails to successfully address such issues. The task force has
prepared a project plan and is proceeding with the implementation of that plan.
The Company's project plan includes the following: ensuring that the Company's
information technology systems that process data for inclusion in the Company's
products and services can appropriately handle amounts denominated in euro
contained in data provided to the Company by third-party data suppliers;
modification of the Company's products and services to deal with euro-related
issues; and modification of the Company's internal systems (such as payroll,
accounting and financial reporting) to deal with euro-related issues. The
Company does not believe that the cost of such modifications will have a
material effect on the Company's results of operations or financial condition.
There is no guarantee that all problems will be foreseen and corrected, or that
no material disruption of the Company's business will occur. The conversion to
the euro may have competitive implications for the Company's pricing and
marketing strategies, which could be material in nature; however, any such
impact is not known at this time.


FORWARD-LOOKING STATEMENTS

Certain statements in this report are forward looking. These may be identified
by the use of forward-looking words or phrases, such as "believe," "expect,"
"infered, " "anticipate," "should," "planned," "estimated," "potential,"
"target" and "goal," among others. All such forward-looking statements are 



                                       27


<PAGE>   28

based on the Company's reasonable expectations at the time they are made. The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
such forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in such forward-looking statements. The risks
and uncertainties that may affect the operations, performance, development and
results of the Company's businesses include: (1) complexity and uncertainty
regarding the development of new high-technology products; (2) possible loss of
market share through competition; (3) introduction of competing products or
technologies by other companies; (4) pricing pressures from competitors and/or
customers; (5) changes in the business information and risk management
industries and markets, including those driven by the Internet; (6) the
Company's ability to protect proprietary information and technology or to obtain
necessary licenses on commercially reasonable terms; (7) the Company's ability
to complete the implementation of its Euro plans on a timely basis and the
competitive implications that the conversion to the Euro may have on the
Company's pricing and marketing strategies; (8) the Company's ability to attract
and retain key employees; (9) fluctuations in foreign currency exchange rates;
(10) the outcome of any reviews by applicable tax authorities of global tax
planning initiatives; (11) the Company's ability to successfully implement its
Blueprint for Growth (its announced plan for the future development of its
businesses); and (12) the absence of any adverse impact on the conduct of the
Company's business arising from its recently-completed separation from Moody's
Corporation.

The Company undertakes no obligation to publicly release any revision to any
forward-looking statement to reflect any future events or circumstances.

The Company may from time to time make oral forward-looking statements. In
connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could cause actual results to differ materially from those
contained in any such forward-looking statements made by or on behalf of the
Company. Any such statement is qualified by reference to the factors set forth
above.


I
tem 3.  Quantitative and Qualitative Disclosures about Market Risk 

The Company's market risks primarily consist of the impact of changes in
currency exchange rates on assets and liabilities of non-U.S. operations and the
impact of changes in interest rates. The Dun & Bradstreet Corporation's 1999
Financial Statements included in its Registration Statement on Form 10
provide a more detailed discussion of the market risks affecting operations. As
of September 30, 2000, no material change had occurred in the Company's market
risks, as compared to the disclosure in the Form 10 for the year ending
December 31, 1999.

PART II.  OTHER INFORMATION


Item 1. Legal Proceedings

Information in response to this item is set forth in Note 9 - Contingencies on
Pages 12-14 in Part I. Item 1 of this Form 10-Q. Reference is made to such Note
and Item 8 of the Company's Registration Statement on Form 10 for information
relating to the IRI case.


                                       28



<PAGE>   29


Item 6. Exhibits and Reports on Form 8-K

(a)        Exhibits:




<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------
<S>                 <C> 
3.1                 Restated Certificate of Incorporation, as amended effective
                    October 1, 2000 (incorporated by reference to Exhibit 3.1 to
                    the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

3.2                 Amended and Restated By-laws of the Registrant (incorporated
                    by reference to Exhibit 3.2 to the Registration Statement on
                    Form 10 of the Registrant, file number 1-15967, filed June
                    27, 2000).

4.1                 Specimen Common Stock certificate (incorporated by reference
                    to Exhibit 4.1 to the Registration Statement on Form 10 of
                    the Registrant, file number 1-15967, filed September 11,
                    2000).

4.2*                Five-Year Credit Agreement, dated as of September 11, 2000,
                    among the Registrant, The Chase Manhattan Bank, Citibank,
                    N.A., and the Bank of New York.

4.3                 Rights Agreement, dated as of August 15, 2000, between the
                    Registrant and Equiserve Trust Company, N.A., as Rights
                    Agent which includes the Certificate of Designation for the
                    Series A Junior Participating Preferred Stock as Exhibit A,
                    the form of Right Certificate as Exhibit B and the Summary
                    of Rights to Purchase Preferred Shares as Exhibit C
                    (incorporated by reference to Exhibit 1 to the Registration
                    Statement on Form 8-A of the Registrant, file number
                    1-15967, filed September 15, 2000).

10.1                Distribution Agreement, dated as of September 30, 2000,
                    between Moody's Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and the Registrant (f.k.a. The New D&B
                    Corporation) (incorporated by reference to Exhibit 10.1 to
                    the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.2                Tax Allocation Agreement, dated as of September 30, 2000,
                    between Moody's Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and the Registrant (f.k.a. The New D&B
                    Corporation) (incorporated by reference to Exhibit 10.2 to
                    the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.3                Employee Benefits Agreement, dated as of September 30, 2000,
                    between Moody's Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and the Registrant (f.k.a. The New D&B
                    Corporation) (incorporated by reference to Exhibit 10.3 to
                    the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.4                Intellectual Property Assignments, dated as of September 1,
                    2000, between Moody's Corporation (f.k.a. The Dun &
                    Bradstreet Corporation) and the Registrant (f.k.a. The New
                    D&B Corporation) (incorporated by reference to Exhibit 10.4
                    to the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.5                Shared Transaction Services Agreement, dated as of September
                    30, 2000, between Moody's Corporation (f.k.a. The Dun &
                    Bradstreet Corporation) and the Registrant (f.k.a. The New
                    D&B Corporation) (incorporated by reference to Exhibit 10.5
                    to the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).
</TABLE>



                                       29


<PAGE>   30


<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------
<S>                 <C> 
10.6                Data Services Agreement, dated as of September 30, 2000,
                    between Moody's Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and the Registrant (f.k.a. The New D&B
                    Corporation) (incorporated by reference to Exhibit 10.6 to
                    the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.7                Transition Services Agreement, dated as of September 30,
                    2000, between Moody's Corporation (f.k.a. The Dun &
                    Bradstreet Corporation) and the Registrant (f.k.a. The New
                    D&B Corporation) (incorporated by reference to Exhibit 10.7
                    to the Report on Form 8-K of the Registrant, file number
                    1-15967, filed October 4, 2000).

10.8                Insurance and Risk Management Services Agreement, dated as
                    of September 30, 2000, between Moody's Corporation (f.k.a.
                    The Dun & Bradstreet Corporation) and the Registrant (f.k.a.
                    The New D&B Corporation) (incorporated by reference to
                    Exhibit 10.8 to the Report on Form 8-K of the Registrant,
                    file number 1-15967, filed October 4, 2000).

10.9                Undertaking of the Registrant to Cognizant Corporation and
                    ACNielsen Corporation (incorporated by reference to Exhibit
                    10.9 to the Report on Form 8-K of the Registrant, file
                    number 1-15967, filed October 4, 2000).

10.10               Undertaking of the Registrant to R.H. Donnelley Corporation
                    (incorporated by reference to Exhibit 10.10 to the Report on
                    Form 8-K of the Registrant, file number 1-15967, filed
                    October 4, 2000).

10.11               Distribution Agreement dated as of June 30, 1998 between
                    R.H. Donnelley Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and Moody's Corporation (f.k.a. The New Dun &
                    Bradstreet Corporation) (incorporated by reference to
                    Exhibit 10.1 to the Quarterly Report on Form 10-Q of Moody's
                    Corporation, file number 1-14037, filed August 14, 1998).

10.12               Tax Allocation Agreement dated as of June 30, 1998 between
                    R.H. Donnelley Corporation (f.k.a. The Dun & Bradstreet
                    Corporation) and Moody's Corporation (f.k.a. The New Dun &
                    Bradstreet Corporation) (incorporated by reference to
                    Exhibit 10.2 to the Quarterly Report on Form 10-Q of Moody's
                    Corporation, file number 1-14037, filed August 14, 1998).

10.13               Employee Benefits Agreement dated as of June 30, 1998
                    between R.H. Donnelley Corporation (f.k.a. The Dun &
                    Bradstreet Corporation) and Moody's Corporation (f.k.a. The
                    New Dun & Bradstreet Corporation) (incorporated by reference
                    to Exhibit 10.3 to the Quarterly Report on Form 10-Q of
                    Moody's Corporation, file number 1-14037, filed August 14,
                    1998).

10.14               Distribution Agreement dated as of October 28, 1996, among
                    R.H. Donnelley Corporation (f.k.a. The Dun & Bradstreet
                    Corporation), Cognizant Corporation and ACNielsen
                    Corporation (incorporated by reference to Exhibit 10(x) to
                    the Annual Report on Form 10-K of R.H. Donnelley Corporation
                    (f.k.a. The Dun & Bradstreet Corporation) for the year ended
                    December 31, 1996, file number 1-7155, filed March 27,
                    1997).

10.15               Tax Allocation Agreement dated as of October 28, 1996, among
                    R.H. Donnelley Corporation (f.k.a. The Dun & Bradstreet
                    Corporation), Cognizant Corporation and ACNielsen
                    Corporation (incorporated by reference to Exhibit 10(y) to
                    the Annual Report on Form 10-K of R.H. Donnelley Corporation
                    (f.k.a. The Dun & Bradstreet Corporation) for the year ended
                    December 31, 1996, file number 1-7155, filed March 27,
                    1997).
</TABLE>




                                       30


<PAGE>   31



<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------
<S>                 <C> 
10.16               Employee Benefits Agreement dated as of October 28, 1996,
                    among R.H. Donnelley Corporation (f.k.a. The Dun &
                    Bradstreet Corporation), Cognizant Corporation and ACNielsen
                    Corporation (incorporated by reference to Exhibit 10(z) to
                    the Annual Report on Form 10-K of R.H. Donnelley Corporation
                    (f.k.a. The Dun & Bradstreet Corporation) for the year ended
                    December 31, 1996, file number 1-7155, filed March 27,
                    1997).

10.17               Indemnity and Joint Defense Agreement dated as of October
                    28, 1996, among R.H. Donnelley Corporation (f.k.a. The Dun &
                    Bradstreet Corporation), Cognizant Corporation and ACNielsen
                    Corporation (incorporated by reference to Exhibit 10(aa) to
                    the Annual Report on Form 10-K of R.H. Donnelley Corporation
                    (f.k.a. The Dun & Bradstreet Corporation) for the year ended
                    December 31, 1996, file number 1-7155, filed March 27,
                    1997).

10.18               Amended and Restated Agreement of Limited Partnership of D&B
                    Investors L.P. dated April 1, 1997 (incorporated by
                    reference to Exhibit 10.14 to the Quarterly Report on Form
                    10-Q of Moody's Corporation, file number 1-14037, filed
                    August 14, 1998).

10.19*              D&B Guaranty dated as of April 1, 1997, given by The Dun &
                    Bradstreet Corporation in favor of Utrecht-America Finance
                    Co. and Leiden, Inc. (as assumed by the Registrant).

10.20*              The Dun & Bradstreet Executive Transition Plan.

10.21*              Forms of Change in Control Severance Agreements.

10.22*              Pension Benefit Equalization Plan of The Dun & Bradstreet
                    Corporation.

10.23*              Supplemental Executive Benefit Plan of The Dun & Bradstreet
                    Corporation.

10.24*              Profit Participation Benefit Equalization Plan of The Dun &
                    Bradstreet Corporation.

10.25*              The Dun & Bradstreet Career Transition Plan.

10.26               Employment Agreement dated May 15, 2000, by and between The
                    Dun & Bradstreet Corporation and Allan Z. Loren
                    (incorporated by reference to Exhibit 10.11 to the
                    Registration Statement on Form 10 of the Registrant, file
                    number 1-15967, filed September 14, 2000).

10.27*              2000 Dun & Bradstreet Corporation Replacement Plan for
                    Certain Directors Holding Dun & Bradstreet Corporation
                    Equity-Based Awards.

10.28*              2000 Dun & Bradstreet Corporation Replacement Plan for
                    Certain Employees Holding Dun & Bradstreet Corporation
                    Equity-Based Awards.

10.29*              The Dun & Bradstreet Corporation 2000 Stock Incentive Plan.

10.30*              2000 Dun & Bradstreet Corporation Nonemployee Directors'
                    Stock Incentive Plan.

10.31*              Executive Transition Plan Agreement, dated October 1, 1999,
                    between Andre Dahan and Moody's Corporation (f.k.a. The Dun
                    & Bradstreet Corporation) (as assumed by the Registrant).
</TABLE>




                                       31


<PAGE>   32


<TABLE>
<CAPTION>
EXHIBIT NO.         DESCRIPTION
-----------         -----------
<S>                 <C> 
10.32               Executive Transition Plan Agreements dated October 1, 1999,
                    between Frank Sowinski and Moody's Corporation (f.k.a. The
                    Dun & Bradstreet Corporation) (incorporated by reference to
                    Exhibit 10.28 to Moody's Corporation Annual Report on Form
                    10-K, file number 1-14037, filed on February 16, 2000) (as
                    assumed by the Registrant).

10.33               The Dun & Bradstreet Corporation Nonfunded Deferred
                    Compensation Plan for Non-Employee Directors (incorporated
                    by reference to Exhibit 10.18 to Moody's Corporation
                    Quarterly Report on Form 10-Q, file number 1-14037, filed
                    October 20, 1999)(as assumed by the Registrant).

10.34*              The Dun & Bradstreet Corporation Covered Employee Cash
                    Incentive Plan.

10.35               Form of Limited Stock Appreciation Rights Agreement
                    (incorporated by reference to Exhibit 10.25 to Moody's
                    Corporation Quarterly Report on Form 10-Q, filed August 14,
                    1998).

27*                 Financial Data Schedule

</TABLE>


* - Filed Herewith


(b)      Reports on Form 8-K:
         A Current Report on Form 8-K was filed on October 4, 2000 pursuant to

         Item 5 - Other Events and Item 7 - Financial Statements: Pro Forma
         Financial Statements and Exhibits.


                                      32


<PAGE>   33



                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                               THE DUN & BRADSTREET CORPORATION


Date: November 14, 2000,   By:  /s/ CHESTER J. GEVEDA
                               -----------------------------------------------
                               Chester J. Geveda, Jr.

                               Vice President and Controller and Acting Chief
                               Financial Officer
                               (principal financial officer)






                                       33





<PAGE>   1
                                                                     Exhibit 4.2
                                                                  CONFORMED COPY

===============================================================================

                           FIVE-YEAR CREDIT AGREEMENT
                                        
                                  dated as of
                                        
                               September 11, 2000
                                        
                                     among
                                        
                            THE NEW D&B CORPORATION
                                        
                    The Borrowing Subsidiaries Party Hereto
                                        
                            The Lenders Party Hereto
                                        
                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent,
                                        
                                CITIBANK, N.A.,
                             as Syndication Agent,
                                        
                                      and
                                        
                             THE BANK OF NEW YORK,
                             as Documentation Agent
                                        
                                        
                                        
         $175,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY


===============================================================================


<PAGE>   2
                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01. Defined Terms ..............................................   1
SECTION 1.02. Classification of Loans and Borrowings .....................  24
SECTION 1.03. Terms Generally ............................................  24
SECTION 1.04. Accounting Terms; GAAP .....................................  24
SECTION 1.05. Exchange Rates .............................................  25
                                                                        
                                    ARTICLE 2                           
                                   THE CREDITS                          

SECTION 2.01. Commitments ................................................  25
SECTION 2.02. Loans and Borrowings .......................................  26
SECTION 2.03. Requests for Revolving Borrowings ..........................  27
SECTION 2.04. Competitive Bid Procedure ..................................  28
SECTION 2.05. Swingline Loans ............................................  31
SECTION 2.06. Funding of Borrowings ......................................  33
SECTION 2.07. Interest Elections .........................................  34
SECTION 2.08. Termination, Reduction and Increase of Commitments .........  36
SECTION 2.09. Repayment of Loans; Evidence of Debt .......................  37
SECTION 2.10. Prepayment of Loans ........................................  38
SECTION 2.11. Fees .......................................................  40
SECTION 2.12. Interest ...................................................  41
SECTION 2.13. Alternate Rate of Interest .................................  42
SECTION 2.14. Increased Costs ............................................  43
SECTION 2.15. Break Funding Payments .....................................  44
SECTION 2.16. Taxes ......................................................  45
SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-
                offs .....................................................  47
SECTION 2.18. Mitigation Obligations; Replacement of Lenders .............  49
SECTION 2.19. Borrowing Subsidiaries .....................................  50

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Organization; Powers .......................................  50
SECTION 3.02. Authorization; Enforceability ..............................  50

<PAGE>   3

                                                                            PAGE
                                                                            ----

SECTION 3.03.  Governmental Approvals; No Conflicts ......................  51
SECTION 3.04.  Financial Condition; No Material Adverse Change ...........  51
SECTION 3.05.  Properties
 ................................................  52
SECTION 3.06.  Litigation and Environmental Matters ......................  52
SECTION 3.07.  Compliance with Laws and Agreements .......................  53
SECTION 3.08.  Investment and Holding Company Status .....................  53
SECTION 3.09.  Taxes .....................................................  53
SECTION 3.10.  ERISA .....................................................  53
SECTION 3.11.  Disclosure ................................................  54
SECTION 3.12.  Subsidiaries ..............................................  54
SECTION 3.13.  Use of Proceeds ...........................................  54
SECTION 3.14.  Solvency ..................................................  54
                                                               
                                    ARTICLE 4
                                   CONDITIONS

SECTION 4.01. Effective Date .............................................  55
SECTION 4.02. Each Credit Event ..........................................  57
SECTION 4.03. Each Borrowing Subsidiary Credit Event .....................  57
                                                                           
                                    ARTICLE 5                              
                              AFFIRMATIVE COVENANTS                        

SECTION 5.01.  Financial Statements and Other Information ................  58
SECTION 5.02.  Notices of Material Events ................................  59
SECTION 5.03.  Existence; Conduct of Business ............................  60
SECTION 5.04.  Payment of Obligations ....................................  60
SECTION 5.05.  Maintenance of Properties; Insurance ......................  60
SECTION 5.06.  Books and Records; Inspection Rights ......................  61
SECTION 5.07.  Compliance with Laws ......................................  61
SECTION 5.08.  Use of Proceeds ...........................................  61
                                                                           
                                    ARTICLE 6                              
                               NEGATIVE COVENANTS                          

SECTION 6.01.  Liens .....................................................  62
SECTION 6.02.  Fundamental Changes .......................................  63
SECTION 6.03.  Transactions with Affiliates ..............................  64
SECTION 6.04.  Sale and Lease-Back Transactions ..........................  65
SECTION 6.05.  Total Debt to EBITDA Ratio ................................  65
SECTION 6.06.  Interest Coverage Ratio ...................................  65
                                                                 

                                       ii

<PAGE>   4

                                                                            PAGE
                                                                            ----

                                    ARTICLE 7
                                EVENTS OF DEFAULT

                                    ARTICLE 8
                            THE ADMINISTRATIVE AGENT

                                    ARTICLE 9
                                    GUARANTEE

                                   ARTICLE 10
                                  MISCELLANEOUS

SECTION  10.01. Notices ..................................................  73
SECTION  10.02. Waivers; Amendments ......................................  73
SECTION  10.03. Expenses; Indemnity; Damage Waiver .......................  74
SECTION  10.04. Successors and Assigns ...................................  76
SECTION  10.05. Survival .................................................  80
SECTION  10.06. Counterparts; Integration; Effectiveness .................  80
SECTION  10.07. Severability .............................................  81
SECTION  10.08. Right of Setoff ..........................................  81
SECTION  10.09. Governing Law; Jurisdiction; Consent to Service of
                  Process ................................................  81
SECTION  10.10. Waiver of Jury Trial .....................................  82
SECTION  10.11. Headings .................................................  82
SECTION  10.12. Confidentiality ..........................................  82
SECTION  10.13. Interest Rate Limitation .................................  83
SECTION  10.14. Conversion of Currencies .................................  83
SECTION  10.15. European Economic and Monetary Union .....................  84


                                      iii

<PAGE>   5

SCHEDULES:

Schedule 2.0 1(a) --  Lenders and Facility Commitments
Schedule 2.0 1(b) --  Designated Currency Lenders and Designated Currency
                      Commitments
Schedule 2.01(c)  --  Yen Lenders and Yen Commitments
Schedule 2.17     --  Payments on Multicurrency Loans
Schedule 3.06     --  Disclosed Matters
Schedule 3.12     --  Subsidiaries
Schedule 6.01     --  Existing Liens

EXHIBITS:

Exhibit A    --  Form of Assignment and Acceptance 
Exhibit B-l  --  Form of Opinion of Company's Counsel 
Exhibit B-2  --  Form of Opinion of Simpson Thacher & Bartlett
Exhibit C    --  Form of Opinion of Borrowing Subsidiary's Counsel 
Exhibit D    --  Form of Borrowing Subsidiary Agreement 
Exhibit E    --  Form of Borrowing Subsidiary Termination 
Exhibit F    --  Form of Statement Relating to Tax Status 
Exhibit G    --  Form of Assumption Agreement


                                       iv

<PAGE>   6

      CREDIT AGREEMENT dated as of September 11, 2000, among THE NEW D&B
CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto,
THE CHASE MANHATTAN BANK, as Administrative Agent, CITIBANK, N.A., as
Syndication Agent, and THE BANK OF NEW YORK, as Documentation Agent.

      The parties hereto agree as follows:

                                   ARTICLE 1
                                   DEFINITIONS

      SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Acceptable Insurer" means (i) Lloyd's of London, so long as it is rated
at least 3 crowns by S&P, (ii) an insurance company having an A.M. Best rating
of "A" or better and being in a financial size category of IX or larger (as such
category is defined on the date hereof) or (iii) an insurance company otherwise
reasonably acceptable to the Administrative Agent.

      "Administrative Agent" means The Chase Manhattan Bank, in its capacity as
administrative agent for the Lenders hereunder.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. No SPC of
any Lender shall be an Affiliate of such Lender.

      "Aggregate Utilization Percentage" means, on any date, the percentage
equal to a fraction, the numerator of which is the aggregate principal amount of
the Revolving Credit Exposures of all Lenders and the denominator of which is
the aggregate amount of Facility Commitments on such date of determination;
provided that, if any Revolving Credit Exposures remain outstanding and the
Facility Commitments shall have been terminated, the Aggregate Utilization
Percentage on and after such date shall be deemed to be in excess of 50%.

<PAGE>   7

      "Agreement Currency" has the meaning assigned to such term in Section
10.14.

      "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

      "Applicable Agent" means, (a) with respect to a Loan or Borrowing
denominated in dollars, the Administrative Agent, (b) with respect to a Loan or
Borrowing denominated in Sterling, the London Agent, or (c) with respect to a
Loan or Borrowing denominated in any particular Eligible Currency, such other
Person as may be agreed upon by the Company and the Administrative Agent and
designated in a notice delivered to the Lenders.

      "Applicable Percentage" means, with respect to any Lender, the percentage
of the total Available Facility Commitments represented by such Lender's
Available Facility Commitment. If the Facility Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Facility
Commitments most recently in effect, giving effect to any assignments.

      "Applicable Rate" means, for any day, (i) for the period from the
Effective Date to but excluding the date (the "Determination Date") that is the
earlier of (A) the date on which both S&P and Fitch have in effect a rating for
the CP Index Debt (a "CP Rating") and (B) November 10, 2000, (x) with respect to
any Eurodollar Revolving Loan, a rate per annum of 0.16% and (y) with respect to
the facility fees payable pursuant to Section 2.11, a rate per annum of .09%,
and (ii) on and after the Determination Date, with respect to any Eurocurrency
Revolving Loan, or with respect to the facility fees payable pursuant to Section
2.11, as the case may be, the applicable rate per annum set forth below under
the caption "Eurocurrency Spread" or "Facility Fee Rate", as the case may be,
based upon the CP Rating by S&P and Fitch, respectively, applicable on such date
to the CP Rating; provided that if, at any time, Moody's has in effect a CP
Rating, then all references to Fitch in this definition shall be deemed to be
references to Moody's and all references to Fitch ratings in the following table
shall be deemed to be references to the comparable Moody's ratings:


                                       2

<PAGE>   8


<TABLE>
<CAPTION>
===========================================================================================================
                     Category 1      Category 2     Category 3    Category 4     Category 5    Category 6 
-----------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>            <C>           <C>            <C>           <C>
CP Rating:          A-1+ and F-1+    A-1 and F-1    A-1 or F-1    A-2 and F-2    A-2 or F-2    Lower than
                                                                                               both A-2 and
                                                                                                    F-2
-----------------------------------------------------------------------------------------------------------
Facility Fee Rate       .070%           .080%         .090%          .100%         .125%           .150%
-----------------------------------------------------------------------------------------------------------
Eurocurrency            .130%           .145%         .160%          .200%         .275%           .350%
Spread
===========================================================================================================
</TABLE>


      For purposes of the foregoing, (i) it on or after the Determination Date,
either S&P or Fitch shall not have in effect a CP Rating (other than by reason
of the circumstances referred to in the last sentence of this paragraph), then
the Applicable Rate shall be the rate set forth in the Category that is one
number higher than the Category applicable to the rating in effect; (ii) if, on
or after the Determination Date, neither S&P nor Fitch shall have in effect a CP
Rating (other than by reason of the circumstances referred to in the last
sentence of this paragraph), then the Applicable Rate shall be the rate set
forth in Category 6; and (iii) it on or after the Determination Date, the CP
Ratings established by S&P and Fitch shall be changed (other than as a result of
a change in the rating system of S&P or Fitch), such change shall be effective
as of the date on which it is first announced by the applicable rating agency.
Each change in the Applicable Rate shall apply (other than as described in the
immediately succeeding sentence) during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of S&P or Fitch shall change,
or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Company and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

      "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

      "Assumption Agreement" has the meaning set forth in Section 2.08(d).

      "Available Facility Commitment" means, with respect to any Lender at any
time, an amount equal to such Lender's Facility Commitment at such time


                                       3

<PAGE>   9

minus such Lender's Funded Revolving Credit Exposure at such time. If the
Facility Commitments have terminated or expired, the Available Facility
Commitments shall be determined based upon the Facility Commitments most
recently in effect, giving effect to any assignments.

      "Availability Period" means with respect to the Facility Commitments, the
Designated Currency Commitments or the Yen Commitments, as the case may be, the
period from and including the Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Facility Commitments, the
Designated Currency Commitments or the Yen Commitments, respectively, pursuant
to Section 2.08 or Article 7.

      "Board" means the Board of Governors of the Federal Reserve System of the
United States of America.

      "Borrower" means the Company or any Borrowing Subsidiary.

      "Borrowing" means (a) Revolving Loans of the same Type and currency, made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect, (b) a Competitive Loan or
group of Competitive Loans of the same Type made on the same date and as to
which a single Interest Period is in effect or (c) a Swingline Loan.

      "Borrowing Date" means any Business Day specified in a notice pursuant to
Section 2.03, 2.04 or 2.05 as a date on which the relevant Borrower requests
Loans to be made hereunder.

      "Borrowing Minimum" means (a) in the case of a Borrowing denominated in
dollars, $5,000,000 and (b) in the case of a Borrowing denominated in any
Eligible Currency, the smallest amount of such Eligible Currency that (i) is an
integral multiple of 1,000,000 units (or, in the case of Pounds Sterling,
500,000 units) of such currency and (ii) has a Dollar Equivalent in excess of
$5,000,000.

      "Borrowing Multiple" means (a) in the case of a Borrowing denominated in
dollars, $1,000,000 and (b) in the case of a Borrowing denominated in any
Eligible Currency, 1,000,000 units (or, in the case of Pounds Sterling, 500,000
units) of such currency.

      "Borrowing Request" means a request for a Revolving Borrowing in
accordance with Section 2.03.

      "Borrowing Subsidiary" means, at any time, any Subsidiary of the Company
designated as a Borrowing Subsidiary by the Company pursuant to


                                       4

<PAGE>   10

Section 2.19 that has not ceased to be a Borrowing Subsidiary pursuant to such
Section or Article 7.

      "Borrowing Subsidiary Agreement" means a Borrowing Subsidiary Agreement
substantially in the form of Exhibit D.

      "Borrowing Subsidiary Termination" means a Borrowing Subsidiary
Termination substantially in the form of Exhibit E.

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in New York City are authorized or required by law to
remain closed; provided that (i) when used in connection with a Eurocurrency
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in the applicable currency in the London interbank
market, (ii) when such term is used in connection with a Revolving Designated
Currency Loan comprised of Euros, references to "Business Day" shall be deemed
to be references to any Target Operating Day on which banks are open for general
banking business in the jurisdiction of the relevant funding office of the
designated Applicable Agent and (iii) when used in connection with notices or
payments to or from an Applicable Agent, such term shall also exclude any day on
which the Applicable Agent is not open.

      "Calculation Date" means the last Business Day of each calendar month and
such other Business Days during such calendar month as may be notified by the
Company to the Administrative Agent, provided that there shall be no more than
three Calculation Dates in any calendar month.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

      "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof), of shares
representing more than 30% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Company; or (b) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Company by Persons who were not (i) nominated by the board of directors of the


                                       5

<PAGE>   11

Company, (ii) appointed in connection with the Spin-off or (iii) appointed by
directors so nominated or appointed.

      "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.14(c), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Dollar
Loans, Revolving Designated Currency Loans, Revolving Yen Loans, Competitive
Loans or Swingline Loans.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Commitment" means a Facility Commitment, a Designated Currency Commitment
or a Yen Commitment.

      "Company" means The New D&B Corporation, a Delaware corporation (which
will be renamed The Dun & Bradstreet Corporation in connection with the
Spin-off), and its successors.

      "Competitive Bid" means an offer by a Lender to make a Competitive Loan in
accordance with Section 2.04.

      "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

      "Competitive Bid Request" means a request for Competitive Bids in
accordance with Section 2.04.

      "Competitive Loan" means a Loan made pursuant to Section 2.04.

      "Competitive Loan Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Competitive Loans
(or the Dollar Equivalent thereof in the case of a Competitive Loan in an
Eligible Currency) at such time.


                                       6

<PAGE>   12

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "CP Index Debt" means unsecured commercial paper of the Company that is
not guaranteed by any other Person or subject to any other credit enhancement.

      "D&B" means The Dun & Bradstreet Corporation, a Delaware corporation
(which will be renamed Moody's Corporation in connection with the Spin-off), and
its successors.

      "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "Designated Currency" means Pounds Sterling, Euros and any other Eligible
Currency that shall be designated by the Company in a notice delivered to the
Administrative Agent and approved by the Administrative Agent and all the
Designated Currency Lenders as a Designated Currency. The Company may specify in
any notice delivered to the Administrative Agent with respect to the designation
of any Eligible Currency one or more locations from which a Borrower may make
payments of principal of or interest on any Multicurrency Loans in such Eligible
Currency. Subject to the approval of the Administrative Agent and all the
Designated Currency Lenders, Schedule 2.17 shall be deemed to have been amended
to add each such location for payments with respect to Multicurrency Loans in
such Eligible Currency (but not any other Loans).

      "Designated Currency Commitment" means, with respect to each Designated
Currency Lender, the commitment of such Designated Currency Lender to make
Revolving Designated Currency Loans, expressed as an amount representing the
maximum aggregate Dollar Equivalents of the principal amounts of such Designated
Currency Lender's outstanding Revolving Designated Currency Loans that may be
outstanding after giving effect to any such Revolving Designated Currency Loans,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to
such Designated Currency Lender pursuant to Section 10.04(b). The initial amount
of each Designated Currency Lender's Designated Currency Commitment is set forth
on Schedule 2.01(b) or in the Assignment and Acceptance pursuant to which such
Designated Currency Lender shall have assumed its Designated Currency
Commitment, as applicable.

      "Designated Currency Lenders" means the Persons listed on Schedule 2.01(b)
and any other Person that shall have become a Designated Currency


                                       7

<PAGE>   13

Lender pursuant to any Assignment and Acceptance, other than a Person that
ceases to be a Designated Currency Lender pursuant to an Assignment and
Acceptance.

      "Designated Subsidiary" means (i) Dun & Bradstreet Inc., a Delaware
corporation, and (ii) any other Subsidiary designated as a "Designated
Subsidiary" by the Company.

      "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

      "Discontinued Companies" means Moody's and its subsidiaries.

      "Distribution Agreement" means the Distribution Agreement between D&B and
the Company, substantially in the form set forth as Exhibit 10.1 to the
Information Statement.

      "dollars" or "$" refers to lawful money of the United States of America.

      "Dollar Equivalent" means, on any date of determination, with respect to
any amount in any Eligible Currency, the equivalent in dollars of such amount,
determined by the Administrative Agent pursuant to Section 1.05(a) using the
Exchange Rate with respect to such Eligible Currency then in effect.

      "Domestic Borrowing Subsidiary" means any Borrowing Subsidiary organized
under the laws of any jurisdiction in the United States.

      "EBITDA" means, for any period, the consolidated net income of the Company
and its consolidated Subsidiaries for such period plus, to the extent deducted
in computing such consolidated net income for such period, the sum (without
duplication) of (a) income tax expense, (b) Interest Expense, (c) depreciation
and amortization expense, (d) extraordinary losses, (e) losses (net of income
taxes) resulting from the operations of the Discontinued Companies (assuming
that the Discontinued Companies owned such operations during such period), but
only to the extent such operations are designated as discontinued operations and
continue to be designated as discontinued operations in the Company's financial
statements and (f) transaction costs recorded in the fiscal year 2000 as a
result of the Spin-off in an aggregate amount not to exceed $30,000,000, and
minus, to the extent added in computing such consolidated net income for such
period the sum (without duplication) of (i) extraordinary gains and (ii) income
(net of income taxes) resulting from the operations of the Discontinued
Companies (assuming that the Discontinued Companies owned such operations during
such period), but only to the extent such operations are


                                       8

<PAGE>   14

designated as discontinued operations and continue to be designated as
discontinued operations in the Company's financial statements.

      "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

      "Eligible Currency" means at any time any Designated Currency, Yen or any
other currency (other than dollars) that is freely tradeable and exchangeable
into dollars in the London market and for which the Administrative Agent can
determine an Exchange Rate.

      "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental redemption, fines,
penalties or indemnities), of the Company or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

      "ERISA Event" means (a) any "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any


                                       9

<PAGE>   15

liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Company or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Company or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

      "Euro" has the meaning assigned to the term "euro" in Section 10.15(a).

      "Eurocurrency", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the LIBO Rate.

      "Event of Default" has the meaning assigned to such term in Article 7.

      "Exchange Rate" means, on any day, with respect to any Eligible Currency,
the rate at which such Eligible Currency may be exchanged into dollars (and, for
purposes of any provision of this Agreement requiring or permitting the
conversion of Multicurrency Loans to dollar Loans, the rate at which dollars may
be exchanged into the applicable Eligible Currency), as set forth at or about
9:00 a.m., New York City time, or at or about 11:00 a.m., London time, on such
date on Reuters page FX, WRLD, for such currency. In the event that such rate
does not appear on Reuters page FX, WRLD, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange
rates as may be agreed upon by the Applicable Agent and the Company, or, in the
absence of such agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange quoted to the Applicable Agent in the
market where its foreign currency exchange operations in respect of such
currency are then being conducted, on or about 11:00 a.m., New York City time,
or on or about 11:00 an., London time, on such date for the purchase of dollars
(or such foreign currency, as the case may be) for delivery two Business Days
later; provided that if at the time of any such determination, for any reason,
no such spot rate is being quoted, the Applicable Agent, after consultation with
the Company, may use any reasonable method it deems appropriate to determine
such rate, and such determination shall be presumed correct absent manifest
error.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) income or franchise taxes imposed on


                                       10

<PAGE>   16

(or measured by) its net income (including branch profits or similar taxes)
imposed as a result of a present or former connection between such Lender or the
Administrative Agent and the Governmental Authority imposing such tax (other
than any such connection arising solely from such Lender or the Administrative
Agent having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement) and (b) in the case of a Foreign
Lender, any withholding tax that is imposed on amounts payable to such Foreign
Lender to the extent they are in effect and would apply as of the date such
Foreign Lender becomes a party to this Agreement or designates a new lending
office (including withholding taxes that would be imposed on payments made by a
Borrowing Subsidiary the Relevant Jurisdiction with respect to which is the
United Kingdom, regardless of whether the Company has designated such a
Borrowing Subsidiary) (other than with respect to any Foreign Lender that is a
Foreign Lender with respect to any Borrowing Subsidiary that is designated after
the date of this Agreement (other than a Borrowing Subsidiary the Relevant
Jurisdiction with respect to which is United Kingdom)), or that is attributable
to such Foreign Lender's failure to comply with Section 2.16(e) except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the applicable Borrower with respect to such withholding
tax pursuant to Section 2.16(a).

      "Existing Credit Agreements" means (i) the Multi-Year Revolving Credit and
Competitive Advance Facility dated as of June 9, 1998 among D&B, the borrowing
subsidiaries party thereto, the lenders party thereto, The Chase Manhattan Bank,
as administrative agent, Citibank, N.A., as syndication agent, and Morgan
Guaranty Trust Company of New York, as documentation agent, and (ii) the 364-Day
Revolving Credit and Competitive Advance Facility dated as of June 9, 1998 and
amended and restated as of June 2, 2000 among D&B, the borrowing subsidiaries
party thereto, the lenders party thereto, The Chase Manhattan Bank, as
administrative agent, Citibank, N.A., as syndication agent, and The Bank of New
York, as documentation agent, each as in effect immediately prior to the
Effective Date.

      "Facility Commitment" means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans and to acquire participations in
Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced or increased from time to time pursuant to Section
2.08 and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender pursuant to Section 10.04. The initial amount of each Lender's
Facility Commitment is set forth on Schedule 2.01(a), or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed


                                       11

<PAGE>   17

its Facility Commitment, as applicable. The initial aggregate amount of the
Facility Commitments is $175,000,000.

      "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

      "Financial Officer" of any Person means the chief financial officer,
principal accounting officer, treasurer or controller of such Person.

      "Fitch" means Fitch IBCA, Duff & Phelps.

      "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

      "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

      "Foreign Lender" means, with respect to any Loan, any Lender making such
Loan that is organized under the laws of a jurisdiction other than the Relevant
Jurisdiction.

      "Funded Revolving Credit Exposure" means, with respect to any Lender at
any time, the sum at such time, without duplication, of (a) the aggregate
principal amount at such time of the outstanding Revolving Dollar Loans of such
Lender, (b) the Dollar Equivalent of the aggregate principal amount of the
outstanding Revolving Yen Loans of such Lender, (c) the aggregate amount of the
Dollar Equivalents of the principal amounts of the outstanding Revolving
Designated Currency Loans of such Lender and (d) that portion of such Lender's
Swingline Exposure attributable to Swingline Loans in respect of which such
Lender has made (or is required to have made) payments to the Swingline Lender
pursuant to Section 2.05(c).

      "GAAP" means generally accepted accounting principles in the United States
of America.


                                       12

<PAGE>   18

      "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

      "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other Person (the "primary
obligor"), whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

      "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Hedging Agreement" means any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing unconditional right to be secured by) any Lien
on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed (the amount of any Indebtedness resulting from
this clause (e) shall be equal to the lesser of (i) the amount secured by such
Lien and (ii) the fair market value of the


                                       13

<PAGE>   19

property subject to such Lien as determined in good faith by such Person), (f)
all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease
Obligations of such Person, (h) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty issued by banks or other financial institutions and (i) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances created for the account of such Person. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Information Memorandum" means the Confidential Information Memorandum
dated August, 2000 relating to the Company and the Transactions.

      "Information Statement" means the Preliminary Information Statement of D&B
and the Company dated June 27, 2000, as amended by Form 10/A-I dated August 17,
2000, and as further amended or supplemented from time to time; provided that no
such further material amendment or supplement of any term thereof shall be
effective for purposes of references thereto in this Agreement unless approved
in writing by the Required Lenders.

      "Interest Coverage Ratio" means, for any period, the ratio of (a) EBITDA
for such period to (b) Interest Expense for such period. For purposes of
determining the "Interest Coverage Ratio" for any period ended prior to
September 30, 2001, "Interest Expense" shall be calculated by giving effect to
the Spin-off as if it had occurred on the first day of such period.

      "Interest Election Request" means a request by the relevant Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

      "Interest Expense" means, for any period, (x) the interest expense of the
Company and its consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP and including (i) the amortization of
debt discounts to the extent included in interest expense in accordance with
GAAP, (ii) the amortization of all fees (including fees with respect to Hedging
Agreements) payable in connection with the incurrence of Indebtedness to the
extent included in interest expense in accordance with GAAP, (iii) the portion
of any rents payable under capital leases allocable to interest expense in
accordance with GAAP and (iv) minority interest financing expense of D&B
Investors, L.P. and Duns Licensing Associates, L.P. minus (y) the interest
income of the


                                       14

<PAGE>   20

Company and its consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.

      "Interest Payment Date" means (a) with respect to any ABR Loan (other than
a Swingline Loan), the last day of each March, June, September and December, (b)
with respect to any Eurocurrency Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurocurrency Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
(c) with respect to any Fixed Rate Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days' duration
(unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other dates
that are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing and (d) with respect to any Swingline Loan,
the day that such Loan is required to be repaid.

      "Interest Period" means (a) with respect to any Eurocurrency Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the relevant Borrower may elect and (b) with respect
to any Fixed Rate Borrowing, the period (which shall not be less than one day or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurocurrency Borrowing that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and, in the case of a Revolving Borrowing, thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

      "IRS Ruling" has the meaning set forth in Section 4.01(h).

      "Judgment Currency" has the meaning assigned to such term in Section
10.14.


                                       15

<PAGE>   21

      "Lenders" means the Persons listed on Schedule 2.01(a) and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

      "LIBO Rate" means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate appearing on Page 3750 (or, in the case of a
Multicurrency Borrowing, the rate appearing on the Page for the applicable
Eligible Currency) of the Dow Jones Markets Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent in
consultation with the Company from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits (or, in the case of a
Multicurrency Borrowing, deposits in the applicable Eligible Currency) in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits (or the applicable Eligible Currency) with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time
for any reason, then the "LIBO Rate" with respect to such Eurocurrency Borrowing
for such Interest Period shall be the rate at which the Administrative Agent is
offered dollar deposits of $5,000,000 (or, in the case of a Multicurrency
Borrowing, deposits in the applicable Eligible Currency in an amount the Dollar
Equivalent of which is approximately equal to $5,000,000) and for a maturity
comparable to such Interest Period in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.

      "Lien" means, with respect to any asset of any Person, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset of any Person, for the purpose of securing any
obligation of such Person or any other Person, and (b) the interest of a vendor
or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset.

      "Loans" means the loans made by the Lenders to the Borrowers pursuant to
this Agreement.

      "London Agent" means Chase Manhattan International Limited.

      "Margin" means, with respect to any Competitive Loan bearing interest at a
rate based on the LIBO Rate, the marginal rate of interest, if any, to be added
to or subtracted from the LIBO Rate to determine the rate of interest applicable
to


                                       16

<PAGE>   22

such Loan, as specified by the Lender making such Loan in its related
Competitive Bid.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or financial condition of the Company and the
Subsidiaries taken as a whole, (b) the ability of the Company to perform any of
its payment obligations under this Agreement or (c) the rights of or benefits
available to the Lenders under this Agreement.

      "Material Indebtedness" means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of the Company and its
Subsidiaries in an aggregate principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of the Company or any Subsidiary in respect of any Hedging Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Company or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.

      "Material Subsidiary" means any Borrowing Subsidiary and any Subsidiary
(a) the Total Assets of which exceed 10% of the Total Assets of the Company and
its consolidated Subsidiaries as of the end of the most recently completed
fiscal year or (b) the Net Revenue of which exceeds 10% of the Net Revenue of
the Company and its consolidated Subsidiaries as of the end of the most recently
completed fiscal year, provided that (i) any Subsidiary that directly or
indirectly owns a Material Subsidiary shall itself be a Material Subsidiary and
(ii) in the event Subsidiaries that would otherwise not be Material Subsidiaries
shall in the aggregate account for a percentage in excess of 15% of the Total
Assets or 15% of the Net Revenue of the Company and its consolidated
Subsidiaries as of the end of the most recently completed fiscal year, then one
or more of such Subsidiaries designated by the Company (or, if the Company shall
make no designation, one or more of such Subsidiaries in descending order based
on their respective contributions to such determination of Total Assets), shall
be included as Material Subsidiaries to the extent necessary to eliminate such
excess.

      "Maturity Date" means September 11, 2005 (or, if such day if not a
Business Day, the next succeeding Business Day).

      "Moody's" means Moody's Investors Services, Inc.

      "Moody's Assets" has the meaning set forth in the Distribution Agreement.

      "Multicurrency Borrowing" means a Borrowing comprised of Multicurrency
Loans.


                                       17

<PAGE>   23

      "Multicurrency Loan" means a Revolving Loan denominated in Yen or in a
Designated Currency or a Competitive Loan in an Eligible Currency.

      "Multicurrency Lender" means any Lender of a Multicurrency Loan.

      "Multiemployer Plan" means a Multiemployer plan as defined in Section 
400l(a)(3) of ERISA.

      "Net Revenue" means, with respect to any Person for any period, the net
revenue of such Person and its consolidated subsidiaries, determined on a
consolidated basis in accordance with GAAP for such period.

      "New D&B Assets" has the meaning set forth in the Distribution Agreement.

      "Obligations" means the obligations of each of the Borrowing Subsidiaries
under this Agreement and the Borrowing Subsidiary Agreements with respect to the
payment of (i) the principal of and interest on the Loans to each such Borrowing
Subsidiary when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise and (ii) all other monetary
obligations of each of the Borrowing Subsidiaries hereunder and thereunder.

      "Other Credit Agreement" means the 364-Day Revolving Credit and
Competitive Advance Facility dated as of September 11, 2000 among the Company,
the borrowing subsidiaries party thereto, the lenders party thereto, The Chase
Manhattan Bank, as administrative agent, Citibank, N.A., as syndication agent,
and The Bank of New York, as documentation agent, as amended from time to time.

      "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

      "Permitted Encumbrances" means:

      (a) Liens imposed by law for taxes that are not yet delinquent or are
being contested in compliance with Section 5.04;

      (b) carriers', warehousemen's, mechanics', materialmen's, landlords',
repairmen's and other like Liens imposed by law, arising in the ordinary course
of


                                       18

<PAGE>   24
business and securing obligations that are not overdue by more than 60 days or
are being contested in compliance with Section 5.04;

      (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

      (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business
and deposits securing liabilities to insurance carriers under insurance or
self-insurance arrangements; and

      (e) easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of business
that do not secure any monetary obligations and do not materially detract from
the value of the affected property or interfere with the ordinary conduct of
business of the Company or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Company or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

      "Prime Rate" means the rate of interest per annum publicly announced from
time to time by The Chase Manhattan Bank as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

      "Register" has the meaning set forth in Section 10.04.

      "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.


                                       19

<PAGE>   25

      "Relevant Jurisdiction" means (i) in the case of any Loan to the Company
or any Domestic Borrowing Subsidiary, the United States of America, and (ii) in
the case of any Loan to any other Borrowing Subsidiary, the jurisdiction
imposing (or having the power to impose) withholding tax on payments by such
Borrowing Subsidiary under this Agreement.

      "Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing at least 51% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article 7, and for all purposes after the Loans become due and payable pursuant
to Article 7 or the Commitments expire or terminate, the total Competitive Loan
Exposures of the Lenders shall be included in their respective Revolving Credit
Exposures in determining the Required Lenders.

      "Reset Date" has the meaning set forth in Section 1.05(a).

      "Revolving Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans (or
the Dollar Equivalent thereof, in the case of Multicurrency Loans) and its
Swingline Exposure at such time.

      "Revolving Designated Currency Borrowing" means a Borrowing comprised of
Revolving Designated Currency Loans.

      "Revolving Designated Currency Loans" means the Loans made pursuant to
Section 2.0 1(b) that are denominated in Designated Currencies.

      "Revolving Dollar Borrowing" means a Borrowing comprised of Revolving
Dollar Loans.

      "Revolving Dollar Loans" means Loans denominated in dollars and made
pursuant to Section 2.0 1(a). Each Revolving Dollar Loan shall be a Eurocurrency
Loan or an ABR Loan.

      "Revolving Loans" means Revolving Dollar Loans, Revolving Yen Loans and
Revolving Designated Currency Loans.

      "Revolving Yen Borrowing" means a Borrowing comprised of Revolving Yen
Loans.

      "Revolving Yen Loans" means the Loans made pursuant to Section 2.01(c)
that are denominated in Yen.


                                       20

<PAGE>   26

      "S&P" means Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc.

      "SPC" has the meaning set forth in Section 10.04(h).

      "Spin-off' means all of the transactions contemplated by the Information
Statement and Article II of the Distribution Agreement to be consummated on or
prior to the Distribution Date (as defined therein), including without
limitation (i) the transfer by D&B to the Company of all of D&B's and its
subsidiaries' right, title and interest in the New D&B Assets, (ii) the transfer
by the Company and its subsidiaries to D&B and its subsidiaries of all of the
Company's and its subsidiaries' right, title and interest in the Moody's Assets,
(iii) the execution, delivery and performance by each party thereto of each
Spin-off Document (other than the Information Statement) and (iv) the
Distribution (as defined in the Distribution Agreement).

      "Spin-off Date" means the date of consummation of the Spin-off

      "Spin-off Documents" means (i) the Information Statement, (ii) the
Distribution Agreement and (iii) each Ancillary Agreement (as defined in the
Distribution Agreement) substantially in the form provided to the Lenders on
August 31, 2000.

      "Statutory Reserve Rate" means, with respect to any Eligible Currency, a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by any Governmental Authority of
the jurisdiction of such currency (or any other jurisdiction in which the
funding operations of any Lender shall be conducted with respect to any Eligible
Currency) to which banks in such jurisdiction are subject for any category of
deposits or liabilities customarily used to fund loans in such currency or by
reference to which interest rates applicable to Loans in such Eligible Currency
are determined. Such reserve, liquid asset or similar percentages shall, in the
case of dollars, include those imposed pursuant to Regulation D of the Board.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

      "Sterling" or "pounds" means the lawful money of the United Kingdom.


                                       21

<PAGE>   27

      "subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.

      "Subsidiary" means any subsidiary of the Company.

      "Successor Corporation" has the meaning set forth in Section 6.02(c).

      "Swingline Exposure" means, at any time, the aggregate principal amount of
all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposures at such time.

      "Swingline Lender" means The Chase Manhattan Bank, in its capacity as
lender of Swingline Loans hereunder.

      "Swingline Loan" means a Loan in dollars made pursuant to Section 2.05.

      "Target Operating Day" means any day that is not (a) a Saturday or Sunday,
(b) Christmas Day or New Year's Day or (c) any other day on which the
Trans-European Real-time Gross Settlement Operating System (or any successor
settlement system) is not operating (as determined by the Administrative Agent).

      "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Govermnental
Authority.

      "Total Assets" means, at any date as to any Person, the total assets of
such Person and its consolidated subsidiaries at such date, determined on a
consolidated basis in accordance with GAAP.

      "Total Debt" means, at any date all indebtedness of the Company and its
consolidated Subsidiaries at such date to the extent such items should be
reflected on the consolidated balance sheet of the Company (excluding any such
items which appear only in the notes to such consolidated balance sheet) at such
date in accordance with GAAP.


                                       22

<PAGE>   28

      "Total Debt to EBTIDA Ratio" means, at any time, the ratio of (a) Total
Debt at such time to (b) EBITDA for the most recent period of four consecutive
fiscal quarters of the Company ended at or prior to such time. Solely for
purposes of this definition, (i) if the Company or any of its consolidated
subsidiaries shall have completed an acquisition of all or a substantial part of
the assets, or a going concern business or division, of any Person, or (ii) if
the Company shall have merged with any Person during such period or (iii) the
Company or any of its consolidated subsidiaries shall have disposed of all or a
substantial part of its assets or a going concern business or division, in each
case, EBITDA for the relevant period shall be determined on a pro forma basis as
if such acquisition, disposition or merger, and the incurrence of any related
Indebtedness, had occurred on the first day of such period. "Total Debt" for
purposes of the "Total Debt to EBITDA Ratio" at any date prior to the Spin-off
Date shall be calculated by giving effect to the Spin-off as if it had occurred
on such date.

      "Transactions" means the execution, delivery and performance by the
Borrowers of this Agreement and the Borrowing Subsidiary Agreements, the
borrowing of Loans, the use of the proceeds thereof described in Section 3.13
and the Spin-off

      "Type", when used in reference to any Loan or Borrowing, refers to whether
the rate of interest on such Loan, or on the Loans comprising such Borrowing, is
determined by reference to the LIBO Rate, the Alternate Base Rate or, in the
case of a Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate.

      "Yen" or "Y" refers to the lawful money of Japan.

      "Yen Commitment" means, with respect to each Yen Lender, the commitment of
such Yen Lender to make Revolving Yen Loans, expressed as an amount representing
the maximum aggregate Dollar Equivalent of the principal amount of such Yen
Lender's outstanding Revolving Yen Loans that may be outstanding after giving
effect to any such Revolving Yen Loan, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Yen Lender pursuant to
Section 10.04. The initial amount of each Yen Lender's Yen Commitment is set
forth on Schedule 2.0 1(c) or in the Assignment and Acceptance pursuant to which
such Yen Lender shall have assumed its Yen Commitment, as applicable.

      "Yen Lenders" shall mean the Persons listed on Schedule 2.0 1(c) and any
other Person that shall become a Yen Lender pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a Yen Lender pursuant
to an Assignment and Acceptance.


                                       23

<PAGE>   29

      "Withdrawal Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g.,' a "Revolving
Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type (e.g., a
"Eurocurrency Revolving Loan"). Borrowings also may be classified and referred
to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").

      SECTION 1.03. Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof' and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

      SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Administrative Agent that the Company requests
an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such


                                       24

<PAGE>   30

change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith.

      SECTION 1.05. Exchange Rates. (a) Not later than 1:00 p.m., New York City
time, on each Calculation Date, the Administrative Agent shall (i) determine the
Exchange Rate as of such Calculation Date with respect to each Eligible Currency
(A) in which any Lender or Lenders shall have extended a commitment to make
Loans or (B) in which any Loan or Loans shall be outstanding and (ii) give
notice thereof to the Lenders and the Company. The Exchange Rates so determined
shall become effective on the first Business Day immediately following the
relevant Calculation Date (a "Reset Date"), shall remain effective until the
next succeeding Reset Date, and shall for all purposes of this Agreement (other
than clause (i) of Section 2.13, Section 10.14 or any other provision expressly
requiring the use of a current Exchange Rate) be the Exchange Rates employed in
converting any amounts between dollars and Eligible Currencies.

      (b) Not later than 5:00 p.m., New York City time, on each Reset Date and
each Borrowing Date with respect to Multicurrency Loans, the Administrative
Agent shall (i) determine the Dollar Equivalent of the aggregate principal
amount of the Multicurrency Loans then outstanding (after giving effect to any
Multicurrency Loans to be made or repaid on such date) and (ii) notify the
Lenders and the Company of the results of such determination.

                                    ARTICLE 2
                                   THE CREDITS

      SECTION 2.01. Commitments. (a) Subject to the terms and conditions set
forth herein, each Lender, severally and not jointly, agrees to make Revolving
Loans, denominated in dollars, to any Borrower from time to time during the
Availability Period for the Facility Commitments in an aggregate principal
amount that will not result in (i) such Lender's Revolving Credit Exposure
exceeding such Lender's Facility Commitment or (ii) the sum of the total
Revolving Credit Exposures plus the total Competitive Loan Exposures exceeding
the total Facility Commitments.

      (b) Subject to the terms and conditions set forth herein, each Designated
Currency Lender agrees to make Loans denominated in any Designated Currency to
any Borrower from time to time during the Availability Period for the Designated
Currency Commitments in an aggregate principal amount that, after giving effect
to any requested Loan, will not result in (i) the aggregate amount of the Dollar
Equivalents of the principal amounts of the Revolving Designated Currency Loans
of any Designated Currency Lender exceeding such Lender's


                                       25

<PAGE>   31

Designated Currency Commitment, (ii) the aggregate amount of the Dollar
Equivalents of the principal amounts of all outstanding Revolving Designated
Currency Loans and Revolving Yen Loans exceeding $100,000,000, (iii) any
Lender's Revolving Credit Exposure exceeding such Lender's Facility Commitment
or (iv) the sum of the total Revolving Credit Exposures plus the total
Competitive Loan Exposures exceeding the total Facility Commitments.

      (c) Subject to the terms and conditions set forth herein, each Yen Lender
agrees to make Loans denominated in Yen to any Borrower from time to time during
the Availability Period for the Yen Commitments in an aggregate principal amount
that, after giving effect to any requested Loan, will not result in (i) the
Dollar Equivalent of the aggregate principal amount of the Revolving Yen Loans
of any Yen Lender exceeding such Lender's Yen Commitment, (ii) the aggregate
amount of the Dollar Equivalents of the principal amounts of all outstanding
Revolving Designated Currency Loans and Revolving Yen Loans exceeding
$100,000,000, (iii) any Lender's Revolving Credit Exposure exceeding such
Lender's Facility Commitment or (iv) the sum of the total Revolving Credit
Exposures plus the total Competitive Loan Exposures exceeding the total Facility
Commitments.

      (d) Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

      SECTION 2.02. Loans and Borrowings. (a) Each Revolving Dollar Loan shall
be made as part of a Borrowing consisting of Revolving Loans denominated in
dollars and made by the Lenders ratably in accordance with their respective
Available Facility Commitments. Each Revolving Designated Currency Loan shall be
made as part of a Borrowing consisting of Revolving Loans denominated in the
same Designated Currency made by the Designated Currency Lenders ratably in
accordance with their respective Designated Currency Commitments. Each Revolving
Yen Loan shall be made as part of a Borrowing consisting of Revolving Loans
denominated in Yen and made by the Yen Lenders ratably in accordance with their
respective Yen Commitments. Each Competitive Loan shall be made in accordance
with the procedures set forth in Section 2.04. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments and Competitive Bids of the
Lenders are several and no Lender shall be responsible for any other Lender's
failure to make Loans as required.

      (b) Subject to Section 2.13, (i) each Revolving Dollar Borrowing shall be
comprised entirely of ABR Loans or Eurocurrency Loans as the applicable Borrower
may request in accordance herewith, (ii) each Revolving Designated Currency
Borrowing shall be comprised entirely of Eurocurrency Loans, (iii) each


                                       26

<PAGE>   32

Revolving Yen Borrowing shall be comprised entirely of Eurocurrency Loans and
(iv) each Competitive Borrowing shall be comprised entirely of Eurocurrency
Competitive Loans or Fixed Rate Loans as the applicable Borrower may request in
accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurocurrency Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that (i) any
exercise of such option shall not affect the obligation of any Borrower to repay
such Loan in accordance with the terms of this Agreement and (ii) unless any
Borrower shall request that an Affiliate of a Lender make a Loan, a Lender may
not recover for any increased costs under Sections 2.14 or 2.16 incurred solely
as a result of an Affiliate of such Lender, rather than such Lender, making a
Loan, if, without economic disadvantage to, and consistent with the policies and
practices of, such Lender, such Loan could have been made in a manner that would
have avoided such increased costs under Section 2.14 or 2.16.

      (c) At the commencement of each Interest Period for any Borrowing (other
than a Swingline Loan), such Borrowing shall be in an aggregate amount that is
at least equal to the Borrowing Minimum and an integral multiple equal to the
Borrowing Multiple; provided that (i) a Eurocurrency Revolving Borrowing that is
a Multicurrency Borrowing may be continued into a new Interest Period pursuant
to Section 2.07 without regard to the foregoing and (ii) an ABR Revolving Dollar
Borrowing may be in an aggregate amount that is equal to the aggregate Available
Facility Commitments. Each Swingline Loan shall be in an amount that is an
integral multiple of $100,000 and not less than $500,000. Borrowings of more
than one Type and Class may be outstanding at the same time; provided that there
shall not at any time be more than a total of twenty (but no more than ten in
any one currency) Eurocurrency Revolving Borrowings outstanding.

      (d) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the
Maturity Date.

      SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving
Borrowing, a Borrower shall notify the Applicable Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing denominated in dollars,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing, (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, on the same day as the proposed Borrowing
and (c) in the case of a Revolving Designated Currency Borrowing or a Revolving
Yen Borrowing, not later than 10:00 a.m., London time, three Business Days
before the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Applicable Agent of a written Borrowing Request in a form


                                       27

<PAGE>   33

approved by the Applicable Agent and signed by the applicable Borrower. Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business Day;

            (iii) whether such Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing;

            (iv) in the case of a Eurocurrency Borrowing, the initial Interest
      Period to be applicable thereto, which shall be a period contemplated by
      the definition of the term "Interest Period", and the currency of such
      Borrowing, which shall be dollars, Yen or a Designated Currency; and

            (v) the location and number of the relevant Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.06; and

            (vi) in the case of a Borrowing in Yen or a Designated Currency, the
      location from which payments of the principal and interest on such
      Borrowing will be made, which will comply with the requirements of Section
      2.17.

If no election as to the Type of Revolving Dollar Borrowing is specified, then
the requested Revolving Dollar Borrowing shall be an ABR Borrowing. If no
currency is specified with respect to any requested Eurocurrency Revolving
Borrowing, then the relevant Borrower shall be deemed to have selected dollars.
If no Interest Period is specified with respect to any requested Eurocurrency
Revolving Borrowing, then the relevant Borrower shall be deemed to have selected
an Interest Period of one month's duration. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Applicable Agent shall
advise each Lender of the details thereof and of the amount of such Lender's
Loan to be made as part of the requested Borrowing.

      SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
any Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans; provided
that the sum of the total Revolving Credit Exposures plus the total Competitive
Loan Exposures at any time shall not exceed the total Facility Commitments. To
request Competitive Bids, a Borrower shall notify the Applicable Agent of such
request by telephone, (i) in the case of a Eurocurrency Borrowing denominated in


                                       28

<PAGE>   34

dollars, not later than 11:00 a.m., New York City time, four Business Days
before the date of the proposed Borrowing, (ii) in the case of a Eurocurrency
Borrowing denominated in an Eligible Currency, not later than 3:00 p.m., London
time, four Business Days before the date of the proposed Borrowing, (iii) in the
case of a Fixed Rate Borrowing denominated in dollars, not later than 10:00
a.m., New York City time, one Business Day before the date of the proposed
Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an
Eligible Currency, not later than 3:00 p.m., London time, four Business Days
before the date of the proposed Borrowing; provided that the Borrowers may
submit jointly up to (but not more than) three Competitive Bid Requests on the
same day, but a Competitive Bid Request shall not be made within five Business
Days after the date of any previous Competitive Bid Request, unless any and all
such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected. Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Applicable Agent of a written Competitive Bid Request in a form approved
by the Applicable Agent and signed by the applicable Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business Day;

            (iii) whether such Borrowing is to be a Eurocurrency Borrowing or a
      Fixed Rate Borrowing;

            (iv) the Interest Period to be applicable to such Borrowing, which
      shall be a period contemplated by the definition of the term "Interest
      Period", and the currency of such Borrowing which shall be dollars or an
      Eligible Currency; and

            (v) the location and number of the relevant Borrower's account to
      which funds are to be disbursed, which shall comply with the requirements
      of Section 2.06; and

            (vi) in the case of a Borrowing in Yen or a Designated Currency, the
      location from which payments of the principal and interest on such
      Borrowing will be made, which will comply with the requirements of Section
      2.17.

If no currency is specified with respect to any Competitive Bid Request, the
relevant Borrower shall be deemed to have selected dollars. Promptly following
receipt of a Competitive Bid Request in accordance with this Section, the


                                       29

<PAGE>   35

Applicable Agent shall notify the Lenders of the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids.

      (b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to any Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form reasonably approved by the
Applicable Agent and must be received by the Applicable Agent by telecopy, (i)
in the case of a Eurocurrency Competitive Borrowing denominated in dollars, not
later than 9:30 a.m., New York City time, three Business Days before the
proposed date of such Competitive Borrowing, (ii) in the case of a Eurocurrency
Competitive Borrowing denominated in an Eligible Currency, not later than 3:00
p.m., London time, three Business Days before the date of the proposed
Competitive Borrowing, (iii) in the case of a Fixed Rate Borrowing denominated
in dollars, not later than 9:30 a.m., New York City time, on the proposed date
of such Competitive Borrowing and (iv) in the case of a Fixed Rate Borrowing
denominated in an Eligible Currency, not later than 3:00 p.m., London time,
three Business Days before the date of the proposed Competitive Borrowing.
Competitive Bids that do not conform substantially to the form approved by the
Applicable Agent may be rejected by the Applicable Agent, and the Applicable
Agent shall notify the applicable Lender as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be in an
amount that is at least equal to the Borrowing Minimum and an integral multiple
equal to the Borrowing Multiple, and which may equal the entire principal amount
of the Competitive Borrowing requested by the applicable Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places), (iii) the Interest Period applicable to each
such Loan and the last day thereof and (iv) the currency of the Competitive
Borrowing.

      (c) The Applicable Agent shall promptly notify the relevant Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

      (d) Subject only to the provisions of this paragraph, a Borrower may
accept or reject any Competitive Bid. The relevant Borrower shall notify the
Applicable Agent by telephone, confirmed by telecopy in a form reasonably
approved by the Applicable Agent, whether and to what extent it has decided to
accept or reject each Competitive Bid, (i) in the case of a Eurocurrency
Competitive Borrowing denominated in dollars, not later than 10:30 a.m., New
York City time, three Business Days before the date of the proposed Competitive
Borrowing, (ii) in the case of a Eurocurrency Competitive Borrowing


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<PAGE>   36

denominated in an Eligible Currency, not later than 4:00 p.m., London time,
three Business Days before the date of the proposed Competitive Borrowing, (iii)
in the case of a Fixed Rate Borrowing denominated in dollars, not later than
10:30 a.m., New York City time, on the proposed date of the Competitive
Borrowing and (iv) in the case of a Fixed Rate Borrowing denominated in an
Eligible Currency, not later than 4:00 p.m., London time, three Business Days
before the date of the proposed Competitive Borrowing; provided that (i) the
failure of such Borrower to give such notice shall be deemed to be a rejection
of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid
made at a particular Competitive Bid Rate if such Borrower rejects a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by such Borrower shall not exceed the aggregate amount
of the requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of at least the Borrowing Minimum and an integral
multiple equal to the Borrowing Multiple; provided further that if a Competitive
Loan must be in an amount less than the Borrowing Minimum because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 (or the Dollar Equivalent thereof), and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of the Borrowing Multiple in a manner determined
by such Borrower. A notice given by any Borrower pursuant to this paragraph
shall be irrevocable.

      (e) The Applicable Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

      (f) If the Administrative Agent shall elect to submit a Competitive Bid in
its capacity as a Lender, it shall submit such Competitive Bid directly to the
relevant Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

      SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set
forth herein, the Swingline Lender agrees to make Swingline Loans in dollars to
any Borrower from time to time during the Availability Period, in an aggregate


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<PAGE>   37

principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $20,000,000
or (ii) the sum of the total Revolving Credit Exposures plus the total
Competitive Loan Exposures exceeding the total Facility Commitments; provided
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, any Borrower may borrow, prepay
and reborrow Swingline Loans.

      (b) To request a Swingline Loan, a Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from any Borrower. The Swingline Lender shall make each
Swingline Loan available to the relevant Borrower by means of a credit to the
general deposit account of the Company with the Swingline Lender by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan (and if the
applicable Borrower is a Borrowing Subsidiary, the Company shall make such funds
available to such Borrowing Subsidiary) or to such other account as may be
specified in the applicable Borrowing Request.

      (c) The Swingline Lender may by written notice given to the Administrative
Agent not later than 10:00 a.m., New York City time, on any Business Day require
the Lenders to acquire participations on such Business Day in all or a portion
of the Swingline Loans outstanding. Such notice shall specify the aggregate
amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to
each Lender, specifying in such notice such Lender's Applicable Percentage of
such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender's Applicable
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline


                                       32

<PAGE>   38

Lender the amounts so received by it from the Lenders. The Administrative Agent
shall notify the relevant Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from any Borrower
(or other party on behalf of such Borrower) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Lenders that shall have made their payments pursuant
to this paragraph and to the Swingline Lender, as their interests may appear.
The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the relevant Borrower of any default in the payment thereof.

      SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan
to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by (i) 12:00 noon, New York City time, in case of a
Loan denominated in dollars, (ii) 11:00 a.m., London time, in the case of a
Revolving Designated Currency Loan, (iii) 11:00 a.m., Tokyo time, in the case of
a Revolving Yen Loan or (iv) 11:00 a.m., local time, in the case of a
Competitive Loan denominated in an Eligible Currency, in each case to the
account of the Applicable Agent most recently designated by it for such purpose
for Loans of such Class by notice to the applicable Lenders; provided that
Swingline Loans shall be made as provided in Section 2.05. The Applicable Agent
will make such Loans available to the relevant Borrower (i) in case of a Loan
denominated in dollars, promptly (but in no event later than 1:00 p.m., New York
City time), by crediting the amounts so received by 12:00 noon, New York City
time, in like funds, to an account of the Company maintained with the
Administrative Agent in New York City, (ii) in the case of Revolving Designated
Currency Loans, promptly (but in no event later than 12:00 noon, London time),
by crediting the amounts so received by 11:00 a.m., London time, in like funds,
to an account of the Company maintained with the Applicable Agent in London,
(iii) in the case of Revolving Yen Loans, promptly (but in no event later than
12:00 noon, Tokyo time), by crediting the amounts so received by 11:00 a.m.,
Tokyo time, in like funds, to an account of the Company maintained with the
Applicable Agent in London (in each case as designated by such Borrower in the
applicable Borrowing Request or Competitive Bid Request (and, if the applicable
Borrower is a Borrowing Subsidiary, the Company shall make such funds available
to such Borrowing Subsidiary)), or (iv) to such other account as may be
specified in the applicable Borrowing Request or Competitive Bid Request.

      (b) Unless the Applicable Agent shall have received notice from a Lender
prior to the proposed time of any Borrowing that such Lender will not


                                       33

<PAGE>   39

make available to the Applicable Agent such Lender's share of such Borrowing,
the Applicable Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Applicable Agent, then the
applicable Lender and each Borrower severally agree to pay to the Applicable
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
relevant Borrower to but excluding the date of payment to the Applicable Agent,
at (i) in the case of such Lender, (x) the Federal Funds Effective Rate (in the
case of a Borrowing in dollars) and (y) the rate reasonably determined by the
Applicable Agent to be the cost to it of funding such amount (in the case of a
Borrowing in an Eligible Currency) or (ii) in the case of such Borrower, the
interest rate applicable to the subject Loan. If such Lender pays such amount to
the Applicable Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing and the Applicable Agent shall return to such
Borrower any amount (including interest) paid by the Borrower to the Applicable
Agent pursuant to this paragraph with respect to such amount.

      SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurocurrency Revolving Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the relevant Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section. A Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Competitive Borrowings or Swingline Borrowings, which may not be converted or
continued. Notwithstanding any contrary provision herein, this Section shall not
be construed to permit any Borrower to (i) change the currency of any Borrowing
or (ii) convert any Multicurrency Borrowing to an ABR Borrowing.

      (b) To make an election pursuant to this Section, a Borrower shall notify
the Administrative Agent of such election by telephone by the time and at the
office at which a Borrowing Request would be required to be delivered under
Section 2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative


                                       34

<PAGE>   40

Agent of a written Interest Election Request in a form reasonably approved by
the Administrative Agent and signed by the relevant Borrower.

      (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:

            (i) the Borrowing to which such Interest Election Request applies
      and, if different options are being elected with respect to different
      portions thereof, the portions thereof to be allocated to each resulting
      Borrowing (in which case the information to be specified pursuant to
      clauses (iii) and (iv) below shall be specified for each resulting
      Borrowing);

            (ii) the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

            (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
      Eurocurrency Borrowing; and

            (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing but does
not specify an Interest Period, then such Borrower shall be deemed to have
selected an Interest Period of one month's duration.

      (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

      (e) If the relevant Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Revolving Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing (unless such Borrowing is a Multicurrency
Borrowing, in which case such Borrowing shall be continued at the end of the
Interest Period applicable thereto as a Eurocurrency Revolving Borrowing with an
Interest Period of a duration of one month). Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Applicable Agent, at the request of the Required Lenders, so notifies the
Company, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurocurrency


                                       35

<PAGE>   41

Borrowing (except as set forth in clause (ii)(y)) and (ii) unless repaid (x)
each Eurocurrency Revolving Borrowing (other than a Multicurrency Borrowing)
shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto and (y) each Multicurrency Borrowing shall be continued at
the end of the Interest Period applicable thereto as a Multicurrency Borrowing
with an Interest Period of a duration of one month.

      SECTION 2.08. Termination, Reduction and Increase of Commitments. (a)
Unless previously terminated, the Facility Commitments, the Designated Currency
Commitments and the Yen Commitments shall each terminate on the Maturity Date.

      (b) The Company may at any time terminate, or from time to time reduce,
the Facility Commitments, the Designated Currency Commitments or the Yen
Commitments; provided that (i) each reduction of the Commitments shall be in an
amount that is an integral multiple of $1,000,000 and not less than $5,000,000
and (ii) the Company shall not terminate or reduce (A) the Facility Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.10, the sum of the Revolving Credit Exposures plus the total
Competitive Loan Exposures would exceed the total Facility Commitments, (B) the
Designated Currency Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.10, the aggregate principal
amount of the outstanding Revolving Designated Currency Loans would exceed the
total Designated Currency Commitments, or (C) the Yen Commitments if, after
giving effect to any concurrent prepayment of the Loans in accordance with
Section 2.10, the aggregate principal amount of the outstanding Revolving Yen
Loans would exceed the total Yen Commitments.

      (c) The Company shall notify the Administrative Agent of any election to
terminate or reduce the Facility Commitments, the Designated Currency
Commitments or the Yen Commitments under paragraph (b) of this Section at least
one Business Day (or, to the extent a concurrent prepayment of Loans is required
in accordance with Section 2.10, upon the minimum advance notice required in
connection with such prepayment under such Section) prior to the effective date
of such termination or reduction, specifying such election and the effective
date thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Company pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Facility Commitments, the Designated Currency Commitments or
the Yen Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Company (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Facility


                                       36

<PAGE>   42

Commitments, the Designated Currency Commitments or the Yen Commitments shall be
permanent. Each reduction of the Facility Commitments, the Designated Currency
Commitments or the Yen Commitments shall be made ratably among the Lenders, the
Designated Currency Lenders or the Yen Lenders, as the case may be, in
accordance with their respective Facility Commitments, Designated Currency
Commitments or Yen Commitments, as applicable.

      (d) Upon at least 15 days' prior notice to the Administrative Agent (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
the Company shall have the right, subject to the terms and conditions set forth
below, to increase the aggregate amount of the Facility Commitments in multiples
of $500,000 up to an aggregate amount not to exceed $87,500,000. Any such
increase shall apply, at the option of the Company, (x) to the Facility
Commitment of one or more Lenders, if such Lender or Lenders consent to such
increase, or (y) to the creation of new Facility Commitments of one or more
institutions not then a Lender hereunder; provided that (i) if any such
institution is not then a Lender hereunder, such institution shall be reasonably
acceptable to the Administrative Agent, (ii) such existing or new Lender shall
execute and deliver to the Company and the Administrative Agent an Assumption
Agreement substantially in the form of Exhibit G hereto (an "Assumption
Agreement") and (iii) if any Revolving Loans are outstanding at the time of any
such increase, the Company will, notwithstanding anything to the contrary
contained in this Agreement, on the date of such increase incur and repay or
prepay one or more Revolving Loans from the Lenders in such amounts so that
after giving effect thereto, the Revolving Loans shall be outstanding on a pro
rata basis (based on the Facility Commitments of the Lenders after giving effect
to the changes made pursuant hereto on such date) from all the Lenders. Upon the
effectiveness of any increase in Facility Commitments pursuant to this Section
2.08(d), Schedule 2.01(a) hereto shall be automatically amended to reflect such
increase. It is understood that any increase in the amount of the Facility
Commitments pursuant to this Section 2.08(d) shall not constitute an amendment
or modification of this Agreement pursuant to Section 10.02.

      SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Borrower on the Maturity Date, (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
of such Borrower on the last day of the Interest Period applicable to such Loan
and (iii) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan of such Borrower on the earlier of the Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is
made.


                                       37

<PAGE>   43

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of each Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

      (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type (and, in
the case of a Multicurrency Loan, the currency) thereof and the Interest Period
(if any) applicable thereto, (ii) the amount of any principal or interest due
and payable or to become due and payable from each Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender's share thereof

      (d) The entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of any Borrower to repay
the Loans in accordance with the terms of this Agreement.

      (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, each Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent and the Company. Thereafter, the Loans
evidenced by each such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

      SECTION 2.10. Prepayment of Loans. (a) Any Borrower shall have the right
at any time and from time to time to prepay any Borrowing of such Borrower in
whole or in part, subject to prior notice in accordance with paragraph (d) of
this Section; provided that no Borrower shall have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

      (b) If, on the last day of any Interest Period for any Borrowing, the sum
of the total Revolving Credit Exposures plus the total Competitive Loan
Exposures exceeds the total Facility Commitments, the relevant Borrower shall,
on such day, prepay Revolving Loans in an amount equal to the lesser of (i) such
excess and (ii) the amount of such Borrowing. If, on any Reset Date, the sum of
the total Revolving Credit Exposures plus the total Competitive Loan Exposures


                                       38

<PAGE>   44

exceeds 105% of the total Facility Commitments, then the Borrowers shall, on the
next Reset Date, prepay one or more Revolving Borrowings in an aggregate
principal amount equal to the excess, if any, of the sum of the total Revolving
Credit Exposures plus the total Competitive Loan Exposures (in each case as of
such next Reset Date) over the total Facility Commitments.

      (c) If, on the last day of any Interest Period for any Multicurrency
Borrowing, the Dollar Equivalent of the aggregate principal amount of
outstanding Multicurrency Loans exceeds $100,000,000, the relevant Borrower
shall, on such day, prepay such Multicurrency Borrowing in an amount equal to
the lesser of (i) such excess and (ii) the amount of such Borrowing. If, on any
Reset Date, the Dollar Equivalent of the aggregate principal amount of
outstanding Multicurrency Loans exceed 105% of $100,000,000, then the Borrowers
shall, on the next Reset Date, prepay one or more Multicurrency Borrowings in an
aggregate principal amount equal to the excess, if any, of the Dollar Equivalent
of the aggregate principal amount of outstanding Multicurrency Loans (as of such
next Reset Date) over $100,000,000.

      (d) The relevant Borrower shall notify the Applicable Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurocurrency Revolving Dollar Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of prepayment,
(ii) in the case of prepayment of a Eurocurrency Designated Currency Borrowing
or a Eurocurrency Yen Borrowing, not later than 10:00 a.m., London time, three
Business Days before the date of prepayment, (iii) in the case of prepayment of
an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, on
the date of prepayment, or (iv) in the case of prepayment of a Swingline Loan,
not later than 12:00 noon, New York City time, on the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Facility Commitments, the Designated Currency Commitments
or the Yen Commitments as contemplated by Section 2.08, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.08. Promptly following receipt of any such notice relating to a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in
an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02 (other than any partial
prepayment made concurrently with a reduction of the commitments permitted by
Section 2.08(b), which may be in the amount necessary to comply with the
condition to such reduction set forth in such Section). Each prepayment of a
Revolving Borrowing shall be applied ratably to


                                       39

<PAGE>   45

the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by
accrued interest to the extent required by Section 2.12.

      SECTION 2.11. Fees. (a) The Company agrees to pay to the Administrative
Agent for the account of each Lender a facility fee, which shall accrue at the
Applicable Rate on the daily amount of the Facility Commitment of such Lender
(whether used or unused) during the period from and including the date hereof to
but excluding the date on which such Facility Commitment terminates; provided
that, if such Lender continues to have any Revolving Credit Exposure or
Competitive Loan Exposure after its Facility Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender's
Revolving Credit Exposure or Competitive Loan Exposure from and including the
date on which its Facility Commitment terminates to but excluding the date on
which such Lender ceases to have any Revolving Credit Exposure or Competitive
Loan Exposure. Accrued facility fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Facility Commitments terminate, commencing on the first such date to occur after
the date hereof; provided that any facility fees accruing after the date on
which the Facility Commitments terminate shall be payable on demand. All
facility fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

      (b) The Company agrees to pay to the Administrative Agent for the account
of each Lender a utilization fee, which shall accrue at a rate of .10% per annum
on the average daily outstanding amount of the Revolving Credit Exposure of such
Lender, for each day the Aggregate Utilization Percentage exceeds 50%. Accrued
utilization fees, if any, shall be payable in arrears on the last day of March,
June, September and December of each year and on the Maturity Date. All
utilization fees shall be computed on a basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

      (c) The Company agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Company and the Administrative Agent.

      (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.


                                       40

<PAGE>   46

      SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at a rate per annum equal to
the Alternate Base Rate.

      (b) The Loans comprising each Eurocurrency Borrowing shall bear interest
at a rate per annum equal to (i) in the case of a Eurocurrency Revolving Loan,
the LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate, or (ii) in the case of a Eurocurrency Competitive Loan, the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Loan.

      (c) Each Fixed Rate Loan shall bear interest at a rate per annum equal to
the Fixed Rate applicable to such Loan.

      (d) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by any Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided above.

      (e) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period for the Facility
Commitments), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment, (iii) in the event of
any conversion of any Eurocurrency Revolving Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion and (iv) all accrued interest shall be
payable upon termination of the Facility Commitments.

      (f) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times when the Alternate Base Rate is based on the Prime Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be
presumed correct absent manifest error.


                                       41

<PAGE>   47

      SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of
any Interest Period for a Eurocurrency Borrowing:

      (a) the Administrative Agent determines (which determination shall be
presumed correct absent manifest error) that adequate and reasonable means do
not exist for ascertaining the LIBO Rate for such Interest Period; or

      (b) the Administrative Agent is advised by the Required Lenders (or, (i)
in the case of a Eurocurrency Competitive Loan, the Lender that is required to
make such Loan or (ii) in the case of a Revolving Designated Currency Loan or
Revolving Yen Loan, as the case may be, Designated Currency Lenders or Yen
Lenders, as applicable, having Designated Currency Commitments or Yen
Commitments, as applicable, representing at least 51% of the Designated Currency
Commitments or Yen Commitments, as applicable, at such time) that the LIBO Rate
for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (or Lender) of making or maintaining their Loans (or its Loan) included
in such Borrowing for such Interest Period; or

      (c) in the case of a Multicurrency Borrowing, the Administrative Agent
determines (which determination shall be presumed correct absent manifest error)
that deposits in the applicable currency are not generally available, or cannot
be obtained by the Multicurrency Lenders in the applicable market;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders or the applicable Multicurrency Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Company and the Lenders or the applicable Multicurrency Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurocurrency Borrowing shall be
ineffective, and any Eurocurrency Borrowing so requested to be continued shall,
at the option of the Company, be repaid in full on the last day of the Interest
Period applicable thereto, or be converted to an ABR Borrowing denominated in
dollars (and in the case of a Multicurrency Borrowing, such conversion shall be
made at the Exchange Rate determined by the Administrative Agent on the last day
of the then current Interest Period with respect thereto), (ii) if any Borrowing
Request requests a Eurocurrency Revolving Borrowing (other than a Multicurrency
Borrowing), such Borrowing shall be made as an ABR Borrowing and (iii) any
request by any Borrower for a Eurocurrency Competitive Borrowing or a
Multicurrency Borrowing shall be ineffective; provided that if the circumstances
giving rise to such notice do not affect all the Lenders, then requests for
Eurocurrency Competitive Borrowings may be made to Lenders that are not affected
thereby and, if the circumstances giving rise to such notice do not affect all
applicable currencies, then requests for Eurocurrency Borrowings may


                                       42

<PAGE>   48

be made in the currencies that are not affected thereby and, if the
circumstances giving rise to such notice only affect one Type of Borrowing, then
the other Type of Borrowing shall not be affected.

      SECTION 2.14. Increased Costs. (a) If any Governmental Authority shall
have in effect any reserve, liquid asset or similar requirement with respect to
any category of deposits or liabilities customarily used to fund Loans, or by
reference to which interest rates applicable to Loans are determined, and the
result of such requirement shall be to increase the cost to such Lender of
making or maintaining any Loan, and such Lender shall deliver to the Company a
notice requesting compensation under this paragraph and setting forth the
applicable Statutory Reserve Rate, then the Company shall pay to such Lender on
each Interest Payment Date with respect to each affected Loan additional
interest at a rate per annum up to but not exceeding the excess of (i) the rate
otherwise applicable to such Loan (the "Applicable Interest Rate") divided by
one minus the applicable Statutory Reserve Rate over (ii) the Applicable
Interest Rate.

      (b) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Lender (except any such reserve requirement
      covered by subsection (a) above); or

            (ii) impose on any Lender or the London interbank market (or any
      other market in which the funding operations of such Lender shall be
      conducted with respect to any Eligible Currency) any other condition
      affecting this Agreement or Eurocurrency Loans or Fixed Rate Loans made by
      such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender in respect thereof hereunder (whether
of principal, interest or otherwise), then the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

      (c) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company, if any, as
a consequence of this Agreement or the Loans made by such Lender to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's


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<PAGE>   49

policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Company will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

      (d) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a), (b) or (c) of this Section shall be delivered to
the Company and shall be presumed correct absent manifest error. The Company
shall pay such Lender the amount due under this Section within 10 days after
receipt of the relevant certificate.

      (e) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Company shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Company of the Change in Law giving rise to such increased costs or
reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

      (f) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced or be otherwise known to it
prior to submission of the Competitive Bid pursuant to which such Loan was made.

      SECTION 2.15. Break Funding Payments. In the event of (a) the payment of
any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the last
day of an Interest Period applicable thereto (including as a result of an Event
of Default), (b) the conversion of any Eurocurrency Loan other than on the last
day of the Interest Period applicable thereto, (c) the conversion of any
Multicurrency Loan to a dollar denominated Loan pursuant to any Section of this
Agreement, (d) the failure to borrow, convert, continue or prepay any
Eurocurrency Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.10(d) and is revoked in accordance herewith), (e) the failure to borrow any
Eurocurrency Competitive Loan after accepting the Competitive Bid to make such
Loan, or (f) the assignment of any Eurocurrency Loan or Fixed Rate Loan other
than on the last day of the Interest Period applicable thereto as a result of a
request by the Company pursuant to Section 2.18, then, in any such event, the
Company


                                       44

<PAGE>   50

shall compensate each Lender for the loss, cost and expense attributable to such
event (and in the case of any conversion of Multicurrency Loans to dollar Loans,
such loss, cost or expense shall also include any loss, cost or expense
sustained by a Multicurrency Lender as a result of such conversion). In the case
of a Eurocurrency Loan, the loss to any Lender attributable to any such event
shall be deemed to include an amount determined by such Lender to be equal,
except as otherwise provided in the final parenthetical in the preceding
sentence, to the excess, if any, of (i) the amount of interest that such Lender
would pay for a deposit equal to the principal amount of such Loan (and in the
same currency as such Loan) for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the LIBO Rate for such Interest Period, over (ii) the
amount of interest that such Lender would earn on such principal amount for such
period if such Lender were to invest such principal amount for such period at
the interest rate that would be bid by such Lender (or an affiliate of such
Lender) for deposits in the same currency from other banks in the eurodollar
market at the commencement of such period. A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Company and shall be presumed correct
absent manifest error. The Company shall pay such Lender the amount due under
this Section within 10 days after receipt of the relevant certificate.

      SECTION 2.16. Taxes. (a) Any and all payments by or an account of any
obligation of any Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if any
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such deductions
and (iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

      (b) In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The relevant Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of any Borrower hereunder (including Indemnified Taxes or
Other


                                       45

<PAGE>   51

Taxes imposed or asserted on or attributable to amounts payable under this
Section), and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to the Company by a Lender, or by the Administrative Agent on its own behalf or
on behalf of a Lender, shall be conclusive absent manifest error.

      (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      (e) Each Lender that is not a United States person as defined in section
7701(a)(30) of the Code shall, if legally able to do so, prior to the
immediately following due date of any payment by the Borrower under this
Agreement, deliver to the Borrower Internal Revenue Service Form W-8BEN, Form
1001, Form W-8ECI or Form 4224, or, in the case of a Lender claiming exemption
from U.S. federal withholding tax with respect to payments under this Agreement
under section 871(h) or 881(c) of the code relating to payments of "portfolio
interest", Form W-8BEN and a statement substantially in the form of Exhibit F,
and any other certificate or statement of exemption or any subsequent version
thereof or successors thereto, properly completed and duly executed by such
Lender claiming complete exemption or a reduced rate of United States federal
withholding tax. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax with respect to payments under this Agreement
pursuant to the law of a Relevant Jurisdiction, other than the United States of
America, or under any treaty to which a Relevant Jurisdiction is a party shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Borrower as will permit such payments to be made without withholding or at a
reduced rate.

      If the Company determines in good faith that a reasonable basis exists for
contesting an Indemnified Tax or Other Tax, the relevant Lender or the
Administrative Agent, as applicable, shall cooperate with the Company in
challenging such Tax at the Company's expense if requested by the Company. If
any Lender or the Administrative Agent, as applicable, shall become aware that
it is entitled to receive a refund in respect of Indemnified Taxes or Other
Taxes pursuant to Section 2.16, it shall promptly notify the Borrower of the
availability of such refund and shall, within 30 days after receipt of a request
by the Borrower,


                                       46

<PAGE>   52

apply for such refund if it is not otherwise disadvantageous to such Lender or
the Administrative Agent. If any Lender or the Administrative Agent, as
applicable, receives a refund (whether by way of a direct payment or by offset)
of any Indemnified Tax or Other Tax for which a payment has been made pursuant
to Section 2.16 or realizes any credit or other tax benefit as a result of the
payment of such Tax by any Borrower, which refund, credit or tax benefit in the
good faith judgment of such Lender or the Administrative Agent, as the case may
be, is allocable to such payment made under Section 2.16, the amount of such
refund, credit or tax benefit (together with any interest received from the
applicable Governmental Authority thereon) shall be paid to such Borrower.

      SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a) Except as set forth with respect to payments of principal of or interest on
Multicurrency Loans in Schedule 2.17, each Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest or fees
under Section 2.09, 2.11, 2.12, 2.14, 2.15 or 2.16) from a payment location in
the United States prior to 1:00 p.m., New York City time (in the case of
payments with respect to Revolving Designated Currency Loans, prior to 11:00
a.m., London time, or in the case of payments with respect to Revolving Yen
Loans, prior to 11:00 a.m., Tokyo time), on the date when due, in immediately
available funds, without set-off or counterclaim. Any amounts received after
such time (or any other applicable time set forth with respect to Multicurrency
Loans in Schedule 2.17) on any date may, in the discretion of the Applicable
Agent (or in the case of a Competitive Loan, the applicable Lender), be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made (i) in the case of
amounts due in dollars, to the Applicable Agent at its offices at 270 Park
Avenue, New York, New York and (ii) in the case of amounts due in any Eligible
Currency, to the Applicable Agent at its offices at Trinity Tower, 9 Thomas
Moore Street, London, England E19YT, or at such other office as shall be
specified for such currency by the Applicable Agent, except that payments to be
made directly to the Swingline Lender as expressly provided herein and payments
pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the
Persons entitled thereto. The Applicable Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder (whether of principal, interest or otherwise) shall be
made in the applicable currency specified elsewhere herein or, if no currency is
specified, in dollars.

      (b) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then


                                       47

<PAGE>   53

due hereunder, such funds shall be applied (i) first, to pay interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second,
to pay principal then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal then due to such parties.

      (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in Swingline Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans and participations in
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by any Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant, other than to any Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). Each
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against such Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Borrower in the amount of such
participation.

      (d) Unless the Administrative Agent shall have received notice from the
Company or the relevant Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute (or cause the Applicable Agent to
distribute) to the Lenders the amount due. In such event, if such Borrower has
not in fact made such payment, then each of the Lenders severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the


                                       48

<PAGE>   54

Administrative Agent, (i) in the case of a Borrowing in dollars, at the Federal
Funds Effective Rate and (ii) in the case of a Borrowing in an Eligible
Currency, at the rate reasonably determined by the Administrative Agent to be
the cost to it of funding such amount.

      (e) If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.05(c), 2.06(b) or 2.17(d), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender to satisfy such Lender's obligations under such Sections until all
such unsatisfied obligations are fully paid.

      SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any
Lender requests compensation under Section 2.14, or if any Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.16, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. The Company hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment.

      (b) If any Lender requests compensation under Section 2.14, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, or if any
Lender fails to approve any waiver or amendment to this Agreement which has been
approved by the Required Lenders, then the Company may, at its sole expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Company shall have received the prior written consent of the Administrative
Agent (and, if a Commitment is being assigned, the Swingline Lender), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and participations in Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it


                                       49

<PAGE>   55

hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation
under Section 2.14 or payments required to be made pursuant to Section 2.16,
such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling such Borrower to require such assignment and delegation
cease to apply.

      SECTION 2.19. Borrowing Subsidiaries. On or after the Effective Date, the
Company may designate any Subsidiary of the Company as a Borrowing Subsidiary by
delivery to the Administrative Agent of a Borrowing Subsidiary Agreement
executed by such Subsidiary and the Company, and upon such delivery such
Subsidiary shall for all purposes of this Agreement be a Borrowing Subsidiary
and a party to this Agreement until the Company shall have executed and
delivered to the Administrative Agent a Borrowing Subsidiary Termination with
respect to such Subsidiary, whereupon such Subsidiary shall cease to be a
Borrowing Subsidiary and a party to this Agreement. Notwithstanding the
preceding sentence, no Borrowing Subsidiary Termination will become effective as
to any Borrowing Subsidiary at a time when any principal of or interest on any
Loan to such Borrowing Subsidiary shall be outstanding hereunder, provided that
such Borrowing Subsidiary Termination shall be effective to terminate such
Borrowing Subsidiary's right to make further Borrowings under this Agreement.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

      The Company represents and warrants to the Lenders that:

      SECTION 3.01. Organization; Powers. Each of the Company and its Material
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

      SECTION 3.02. Authorization; Enforceability. The Transactions are within
the Company's (and, as applicable, each Borrowing Subsidiary's) corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company,


                                       50

<PAGE>   56

and each Borrowing Subsidiary Agreement with respect to any Borrowing Subsidiary
(as to which a Borrowing Subsidiary Termination has not become effective) has
been duly executed and delivered by the Company and such Borrowing Subsidiary
and constitutes a legal, valid and binding obligation of the Borrowing
Subsidiary thereunder, in each case enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

      SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a)
do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained
or made and are in full force and effect and except for such consents,
approvals, registrations, filings and other actions (i) related to the Spin-off
which shall be obtained prior to the Spin-off Date or (ii) the failure to obtain
or make could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, (b) will not violate any applicable law or
regulation or the charter, by-laws or other organizational documents of the
Company or any of its Subsidiaries or any order of any Governmental Authority,
except for such violations which, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding the Company or any of its Subsidiaries or its assets, or give
rise to a right thereunder to require any payment to be made by the Company or
any of its Subsidiaries, except for such violations and defaults which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, and (d) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Material Subsidiaries.

      SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Company has heretofore furnished to the Lenders (i) the combined balance sheet
of D&B at December 31, 1998 and December 31, 1999 and the related combined
statements of operations, shareholders' net investment and cash flows of D&B for
the fiscal years ended December 31, 1998 and December 31, 1999, in each case
reported on by PricewaterhouseCoopers LLP, independent public accountants, and
(ii) the combined balance sheet of D&B at June 30, 2000 and the related combined
statements of operations and cash flows for the fiscal quarter and the portion
of the fiscal year ended June 30, 2000, certified by a Financial Officer of D&B.
Such financial statements (including notes thereto) present fairly, in all
material respects, the financial position and results of operations and cash
flows of D&B and its consolidated Subsidiaries as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii)
above.


                                       51

<PAGE>   57

      (b) The Company has heretofore furnished to the Lenders its unaudited pro
forma condensed balance sheet and unaudited pro forma condensed statement of
operations, each prepared giving effect to the Transactions as if the
Transactions had occurred on June 30, 2000, in the case of such balance sheet
and January 1, 1999, in the case of such statement of operations. Such pro forma
financial statements (i) have been prepared in good faith based on the same
assumptions used to prepare the pro forma financial statements included in the
Information Memorandum (which assumptions are believed by the Company to be
reasonable), (ii) are based on the best information available to the Company
after due inquiry, (iii) accurately reflect all adjustments necessary to give
effect to the Transactions and (iv) present fairly, in all material respects (x)
in the case of such pro forma balance sheet, the financial position of the
Company and its consolidated Subsidiaries as of June 30, 2000, as if the
Transactions had occurred on such date, and (y) in the case of such pro forma
statements of operations, the results of operations of the Company and its
consolidated Subsidiaries for the six months ended June 30, 2000 (as if the
Transactions had occurred on January 1, 1999).

      (c) Since December 31, 1999, there has been no material adverse change in
the business, assets, operations, prospects or financial condition, of the
Company and its Subsidiaries, taken as a whole.

      SECTION 3.05. Properties. (a) Each of the Company and its Material
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to the business of the Company and its
Subsidiaries, taken as a whole, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes. There are no Liens on any
such property other than Liens permitted under Section 6.01.

      (b) Each of the Company and its Subsidiaries owns, or is licensed to use,
all trademarks, tradenames, copyrights, patents and other intellectual property
material to the business of the Company and its Subsidiaries taken as a whole,
and the use thereof by the Company and its Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

      SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in


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<PAGE>   58

a Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve this Agreement, any Borrowing Subsidiary Agreement or the Transactions.

      (b) Except for the Disclosed Matters and except with respect to any other
matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, neither the Company nor any of its
Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability.

      (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in a Material Adverse Effect.

      SECTION 3.07. Compliance with Laws and Agreements. Each of the Company and
its Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property (including without
limitation any "margin" rules or regulations promulgated by the Board) and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

      SECTION 3.08. Investment and Holding Company Status. Neither the Company
nor any of its Material Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

      SECTION 3.09. Taxes. Each of the Company and each of its Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

      SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of


                                       53

<PAGE>   59

Statement of Financial Accounting Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan by an amount that could reasonably be
expected to result in a Material Adverse Effect, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed the fair market value of the assets of all such underfunded
Plans by an amount that could reasonably be expected to result in a Material
Adverse Effect.

      SECTION 3.11. Disclosure. None of the reports, financial statements,
certificates or other written information furnished by or on behalf of any
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any Borrowing Subsidiary Agreement or delivered
hereunder or thereunder (as modified or supplemented by other information so
furnished), including without limitation the Information Statement, taken as a
whole, contain any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Company represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

      SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth as of the date hereof
and the Spin-off Date a list of all Subsidiaries and the percentage ownership
interest of the Company therein. As of the Effective Date and the Spin-off Date,
the shares of capital stock of such Subsidiaries will be fully paid and
non-assessable and such shares and other ownership interests so indicated by
Schedule 3.12 will be owned by the Company, directly or indirectly, free and
clear of all Liens.

      SECTION 3.13. Use of Proceeds. The proceeds of the Loans shall be applied
by the Borrowers in accordance with the provisions of Section 5.08.

      SECTION 3.14. Solvency. On the date which is the earlier of (i) the
Spin-off Date (after giving effect to the Spin-off) and (ii) the date of the
first Borrowing hereunder, (a) the fair value of the assets of the Company, at a
fair valuation, will exceed its debts and liabilities, subordinated, contingent
or otherwise; (b) the present fair saleable value of the property of the Company
will be greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
the Company does not intend to incur or does not believe it will incur debts and
liabilities, subordinated, contingent or otherwise, beyond its ability to pay
such debts and liabilities as they become absolute and matured; and (d) the
Company will not have unreasonably small


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<PAGE>   60

capital with which to conduct the business in which it is engaged as such
business is now conducted and is proposed to be conducted following the
Effective Date and the Spin-off Date.

                                   ARTICLE 4
                                   CONDITIONS

      SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.02):

      (a) The Administrative Agent (or its counsel) shall have received from
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement.

      (b) The Administrative Agent shall have received favorable written
opinions (addressed to the Administrative Agent and the Lenders and dated the
Effective Date) of David J. Lewinter, Esq., President and Secretary of the
Company, and Simpson Thacher & Bartlett, special New York counsel for the
Company, substantially in the form of Exhibit B-1 and B-2, respectively, and
covering such other matters relating to the Company, this Agreement or the
Transactions as the Required Lenders shall reasonably request. The Company
hereby requests such counsel to deliver such opinion.

      (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Company, the
authorization of the Transactions and any other legal matters relating to the
Company, this Agreement or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.

      (d) The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the Chairman, the President, a Vice President or a
Financial Officer of the Company, confirming compliance with the conditions set
forth in paragraphs (a) (including the representations and warranties set forth
in Section 3.04) and (b) of Section 4.02.

      (e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to the
extent


                                       55

<PAGE>   61

invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
required to be reimbursed or paid by the Company hereunder.

      (f) The Administrative Agent shall have received evidence satisfactory to
it that all commitments to extend credit under the Existing Credit Agreements
shall have been terminated and all amounts outstanding or payable thereunder
shall have been repaid in full.

      (g) The Lenders shall have received copies of all the financial statements
referred to in Section 3.04, and all such financial statements shall be
consistent in all material respects with other information previously provided
to the Lenders.

      (h) The proposed Spin-off (including without limitation the corporate and
capital structure of the Borrowers after giving effect thereto, their respective
organizational documents and any material contracts to which they are a party
described therein) shall be in all material respects as described in the
Information Statement, with only such material changes as the Required Lenders
shall have approved. All material authorizations and approvals to be obtained
from any Governmental Authority with respect to the Transactions (including
without limitation the private letter ruling from the Internal Revenue Service
(the "IRS Ruling") to the effect that the Spin-off will be tax-free to D&B and
the shareholders of D&B) as described in the Information Statement shall have
been obtained and shall be in full force and effect. The Administrative Agent
shall have received copies of each such authorization or approval (including
without limitation the IRS Ruling) and each Spin-off Document in effect on the
Effective Date, certified by a Financial Officer as complete and correct.

      (i) The Lenders shall have received a certificate of a responsible officer
to the Company certifying that there are no actions, suits or proceedings (other
than matters disclosed in the Information Statement) by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of the Company,
threatened against or affecting the Company or any of its Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that involves this
Agreement, any Borrowing Subsidiary Agreement or the Transactions.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) at or prior to 3:00 p.m., New York City time, on or
prior to October 31, 2000 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).


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<PAGE>   62

      SECTION 4.02. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

      (a) The representations and warranties of the Company set forth in this
Agreement (other than the representations and warranties set forth in Section
3.04) and, in the case of a Borrowing by a Borrowing Subsidiary, the
representations and warranties of such Borrowing Subsidiary in its Borrowing
Subsidiary Agreement, shall be true and correct on and as of the date of such
Borrowing.

      (b) At the time of and immediately after giving effect to such Borrowing,
no Default shall have occurred and be continuing.

      (c) Solely if such Borrowing is the first Borrowing under this Agreement,
(i) the fact that D&B shall have transferred to the Company substantially all of
the New D&B Assets on the terms described in the Information Statement and (ii)
the Company shall have delivered to the Lenders a certificate of a Financial
Officer of the Company so certifying.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company and, if applicable, the relevant Borrowing Subsidiary on the date
thereof as to the matters specified in paragraphs (a) and (b) of this Section.

      SECTION 4.03. Each Borrowing Subsidiary Credit Event. The obligation of
each Lender to make Loans hereunder to any Borrowing Subsidiary is subject to
the satisfaction of the following conditions:

      (a) The Administrative Agent (or its counsel) shall have received from
each party thereto either (i) a counterpart of such Borrowing Subsidiary's
Borrowing Subsidiary Agreement or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page thereof) that such party has signed a counterpart of such
Borrowing Subsidiary Agreement.

      (b) The Administrative Agent shall have received a favorable written
opinion of counsel for such Borrowing Subsidiary (which counsel shall be
reasonably acceptable to the Administrative Agent), substantially in the form of
Exhibit C, and covering such other matters relating to such Borrowing Subsidiary
or its Borrowing Subsidiary Agreement as the Administrative Agent shall
reasonably request.

      (c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request


                                       57

<PAGE>   63

relating to the organization, existence and good standing of such Borrowing
Subsidiary, the authorization of the Transactions relating to such Borrowing
Subsidiary and any other legal matters relating to such Borrowing Subsidiary,
its Borrowing Subsidiary Agreement or such Transactions, all in form and
substance reasonably satisfactory to the Administrative Agent and its counsel.

                                   ARTICLE 5
                             AFFIRMATIVE COVENANTS

      Until the Commitments have expired or have been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

      SECTION 5.01. Financial Statements and Other Information. The Company will
furnish to the Administrative Agent (with a copy for each Lender):

      (a) within 90 days after the end of each fiscal year of the Company, its
audited consolidated balance sheet and related statements of income and cash
flows as of the end of and for such year, setting forth, in the case of
statements of income and cash flows, comparative figures for the previous fiscal
year (it being understood that the comparative figures for the 1999 fiscal year
shall reflect Moody's and its consolidated subsidiaries as a discontinued
operation), all reported on by Pricewaterhouse Coopers LLP or other independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of the Company and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

      (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Company, its consolidated balance sheet and
related statements of operations as of the end of and for such fiscal quarter
and the then elapsed portion of the fiscal year and statements of cash flow for
the then elapsed portion of the fiscal year, setting forth, in the case of
statements of operations and cash flows, comparative figures for the
corresponding periods of the previous fiscal year (it being understood that the
comparative figures for the relevant portions of the 1999 fiscal year shall
reflect Moody's and its consolidated subsidiaries as a discontinued operation),
all certified by one of its Financial Officers as presenting fairly in all
material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a


                                       58

<PAGE>   64

consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

      (c) prior to the consummation of the Spin-off, copies of the final form of
the Information Statement relating to the Spin-off and copies of the Company's
pro forma condensed balance sheet as of the most recently ended fiscal quarter
and related statement of operations for such period, prepared giving effect to
the Spin-off as if it had occurred on the first day of such period;

      (d) concurrently with any delivery of financial statements under clause
(a), (b) or (c) above, a certificate of a Financial Officer of the Company (i)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (ii) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.05 and 6.06 and (iii) stating whether
any material change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 3.04 affecting
the Company and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;

      (e) concurrently with any delivery of financial statements under clause
(a) above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default (which certificate may
be limited to the extent required by accounting rules or guidelines);

      (f) promptly after the same become publicly available, copies of all
periodic and other material reports (other than reports relating to employee
benefit matters or employment plans) and proxy statements filed by the Company
or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Company to its shareholders generally, as the case may be, and all material
amendments to any of the foregoing; and

      (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of this Agreement or the
Spin-off Documents, as the Administrative Agent may reasonably request.

      SECTION 5.02. Notices of Material Events. The Company will furnish to the
Administrative Agent and each Lender prompt written notice of the following:

      (a) the occurrence of any Default;


                                       59

<PAGE>   65

      (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Company
or any Subsidiary thereof that could reasonably be expected to result in a
Material Adverse Effect;

      (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Company and its Subsidiaries in an aggregate amount that could
reasonably be expected to result in a Material Adverse Effect; and

      (d) any other development that results in, or could reasonably be expected
to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

      SECTION 5.03. Existence; Conduct of Business. The Company will, and will
cause each of its Material Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of the business of the Company and its Subsidiaries, taken as a
whole; provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.02.

      SECTION 5.04. Payment of Obligations. The Company will, and will cause
each of its Subsidiaries to, pay its obligations, including Tax liabilities,
that, if not paid, could result in a Material Adverse Effect before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings, (b) the
Company or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

      SECTION 5.05. Maintenance of Properties; Insurance. The Company will, and
will cause each of its Material Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations; provided that any
such insurance may be maintained through a program of self-insurance to the


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<PAGE>   66

extent deemed prudent by the Company in its reasonable business judgment (which
determination shall take into account the self-insurance practices customary
among such companies, to the extent the Company has knowledge thereof without
any investigation).

      SECTION 5.06. Books and Records; Inspection Rights. The Company will, and
will cause each of its Material Subsidiaries to, keep proper books of record and
account in accordance with GAAP (or, the case of a foreign Subsidiary, generally
accepted accounting principles in the jurisdiction of organization of such
foreign Subsidiary). The Company will, and will cause each of its Material
Subsidiaries to, permit any representatives designated by the Administrative
Agent on its own initiative or at the request of the Required Lenders, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

      SECTION 5.07. Compliance with Laws. The Company will, and will cause each
of its Subsidiaries to, comply with all laws, rules, regulations and orders of
any Governmental Authority applicable to it or its property (including ERISA),
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

      SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only
for general corporate purposes, including without limitation back-up for the
Company's commercial paper program. No part of the proceeds of any Loan will be
used, whether directly or indirectly, for any purpose that entails a violation
of any of the Regulations of the Board, including Regulations U and X.

                                   ARTICLE 6
                               NEGATIVE COVENANTS

      Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full, the
Company covenants and agrees with the Lenders that:


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<PAGE>   67

      SECTION 6.01. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, except:

      (a) Permitted Encumbrances;

      (b) any Lien on any property or asset of the Company or any Subsidiary
existing on the date hereof and set forth in Schedule 6.01; provided that (i)
such Lien shall not apply to any other property or asset of the Company or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals, refinancings and
replacements thereof that do not increase the outstanding principal amount
thereof (other than by an amount equal to any costs and expenses incurred in
connection with such extension, renewal, refinancing or replacement);

      (c) any Lien existing on any property or asset prior to the acquisition
thereof by the Company or any Subsidiary or existing on any property or asset of
any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary or any Lien on any asset of any Person existing
at the time such Person is merged into or consolidated with the Company or a
Subsidiary; provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Subsidiary or such
merger, as the case may be, (ii) such Lien shall not apply to any other property
or assets of the Company or any Subsidiary and (iii) such Lien shall secure only
those obligations which it secures on the date of such acquisition or the date
such Person becomes a Subsidiary or the date of such merger, as the case may be,
and extensions, renewals, refinancings and replacements thereof that do not
increase the outstanding principal amount thereof (other than by an amount equal
to any costs and expenses incurred in connection with such extension, renewal,
refinancing or replacement);

      (d) any Lien on any asset (i) initially securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the cost of acquiring or
constructing such asset or (ii) securing Indebtedness incurred to extend, renew,
refinance or replace the Indebtedness then secured by such Lien, provided that
(x) such Lien attaches to such asset concurrently with or within 180 days after
the acquisition thereof and (y) the principal amount of Indebtedness secured by
such Lien shall not be increased in connection with any extension, renewal,
refinancing or replacement of such Indebtedness (other than by an amount equal
to any costs and expenses incurred in connection with such extension, renewal,
refinancing or replacement);

      (e) any Lien arising in connection with the financing of accounts
receivable by the Company or any of its Subsidiaries, provided that the


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<PAGE>   68

uncollected amount of account receivables subject at any time to any such
financing shall not exceed $125,000,000;

      (f) any Lien on any property sold or transferred pursuant to a transaction
permitted under Section 6.04;

      (g) any Lien in favor of the Company or any Subsidiary granted by the
Company or any Subsidiary in order to secure any intercompany obligations;

      (h) any Lien granted or arising in connection with any legal proceeding to
the extent such proceeding has not resulted in an Event of Default under
paragraph (k) of Article 7; and

      (i) any Lien to secure Indebtedness and other obligations if, at any date,
immediately after the incurrence thereof, the sum (without duplication) of all
amounts secured by Liens which would not be permitted but for this clause (i)
does not exceed $100,000,000.

      SECTION 6.02. Fundamental Changes. (a) The Company will not (i) merge or
consolidate with any other Person or (ii) permit any Designated Subsidiary to
merge or consolidate with any other Person, except that (1) the Company and any
Designated Subsidiaries may merge into or consolidate with each other, (2) the
Spin-off may be consummated, so long as it is consummated in all material
respects in accordance with the terms and conditions set forth in the
Information Statement, (3) the Company may merge or consolidate with any other
Person in accordance with subsection (c) and (4) any Designated Subsidiary may
merge or consolidate with any other Person so long as the surviving entity of
such merger or consolidation is a Designated Subsidiary. The Company will not,
and will not permit any Designated Subsidiary to, liquidate or dissolve.

      (b) (i) The Company will not sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
the assets of the Company and its consolidated Subsidiaries, taken as a whole,
or all or substantially all of the stock or other equity interests of any
Designated Subsidiary and (ii) the Company will not permit any Designated
Subsidiary to sell, transfer, lease or otherwise dispose of (in one transaction
or in a series of transactions) all or substantially all of the assets of such
Designated Subsidiary and its subsidiaries, taken as a whole, except (I) the
Company and any Designated Subsidiaries may consummate any transaction
described in clause (i) or (ii) with the Company or any other Designated
Subsidiary, (2) the Spin-off may be consummated, so long as it is consummated in
all material respects in accordance with the terms and conditions set forth in
the Information Statement, and (3) the Company may consummate any transaction
described in clause (i) in accordance with subsection (c).


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<PAGE>   69

      (c) The Company may consummate any of the transactions described in
clauses (a)(i) and (b)(i) of this Section if (i) the surviving corporation in
any such merger or consolidation or the Person which acquires all or
substantially all of the assets of the Company and its consolidated Subsidiaries
or all or substantially all of the capital stock or other equity interests of a
Designated Subsidiary shall be a corporation organized and existing under the
laws of the United States of America, any state thereof or the District of
Columbia (the "Successor Corporation") and shall expressly assume, pursuant to
documentation in form reasonably satisfactory to the Required Lenders, the due
and punctual payment of the principal of and interest on the Loans and all other
amounts payable under this Agreement and the payment and performance of every
covenant hereof on the part of the Company to be performed or observed; (ii)
immediately after giving effect to such transaction, no Default shall have
occurred and be continuing; and (iii) immediately after giving effect to such
transaction, (x) the Company and its Subsidiaries are in compliance, on a
pro-forma basis, with the covenants contained in Sections 6.05 and 6.06
recomputed as of the last day of the most recently ended fiscal quarter of the
Company, as if such transaction had occurred on the first day of each relevant
period for testing such compliance and (y) the Company shall have delivered to
the Lenders, at least 10 Business Days prior to the consummation of any such
transaction, a certificate of a Financial Officer of the Company certifying that
the condition precedent set forth in clause (iii)(x) with respect to such
transaction will be complied with and setting forth in reasonable detail the
calculations required to demonstrate such compliance and the assumptions used by
the Company to make such calculations.

      (d) The Company will not permit any Borrowing Subsidiary to merge,
consolidate, liquidate or dissolve unless, in addition to the conditions set
forth in clause (a) of this Section (if applicable), the surviving entity, or
the entity into which such Borrowing Subsidiary liquidates or dissolves, is a
Borrower and assumes all Obligations of such Borrowing Subsidiary.

      (e) The Company will not, and will not permit any of its Subsidiaries to,
engage to any material extent in any business other than businesses of the type
conducted by the Company and its Subsidiaries on the date of execution of this
Agreement and businesses reasonably related or complementary thereto.

      SECTIoN 6.03. Transactions with Affiliates. The Company will not, and will
not permit any of its Subsidiaries to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) on terms and conditions not less favorable to the Company
or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties (considering such transactions and all other related
transactions as a whole), (b) transactions between or among the Company and its
Subsidiaries and


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<PAGE>   70

(c) transactions contemplated by the Spin-off Documents and consummated in
accordance therewith.

      SECTION 6.04. Sale and Lease-Back Transactions. The Company will not, and
will not permit any of its Subsidiaries to, directly or indirectly, enter into
any arrangement with any Person (other than a Subsidiary) whereby it shall sell
or transfer any property used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred, except for any such arrangement or
arrangements with an aggregate sale price not exceeding at any time
$250,000,000.

      SECTION 6.05. Total Debt to EBITDA Ratio. The Total Debt to EBITDA Ratio
will not exceed 4.0 to 1.0 at the end of any fiscal quarter.

      SECTION 6.06. Interest Coverage Ratio. The Interest Coverage Ratio for any
period of four consecutive fiscal quarters of the Company will not be less than
3.0 to 1.0.

                                    ARTICLE 7
                                EVENTS OF DEFAULT

      If any of the following events ("Events of Default") shall occur and be
continuing:

      (a) any Borrower shall fail to pay any principal of any Loan of such
Borrower when and as the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment thereof or otherwise;

      (b) any Borrower shall fail to pay any interest on any Loan of such
Borrower or any fee or any other amount (other than an amount referred to in
clause (a) of this Article) payable by such Borrower under this Agreement, when
and as the same shall become due and payable, and such failure shall continue
unremedied for a period of three Business Days;

      (c) any representation or warranty made or deemed made by or on behalf of
the Company or any Subsidiary in or in connection with this Agreement, any
Borrowing Subsidiary Agreement or any amendment or modification hereof or
thereof, or in any certificate or other document furnished pursuant to or in
connection with this Agreement, any Borrowing Subsidiary Agreement or any
amendment or modification hereof or thereof, shall prove to have been incorrect
in any material respect when made or deemed made;


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<PAGE>   71

      (d) the Company shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.02(a), 5.03 (with respect to the Company's
existence), 5.08 or in Article 6;

      (e) the Company shall fail to observe or perform any covenant, condition
or agreement contained in this Agreement or any Borrowing Subsidiary Agreement
(other than those specified in clause (a), (b), (c) or (d) of this Article), and
such failure shall continue unremedied for a period of 30 days after notice
thereof from the Administrative Agent (given at the request of any Lender) to
the Company;

      (f) the Company or any Subsidiary shall fail to make any payment (whether
of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving
effect to any grace period applicable thereto);

      (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity; provided that this
clause (g) shall not apply to (i) secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness (so long as such Indebtedness is paid when due (or within any
applicable grace period)) or (ii) any Indebtedness that is mandatorily
prepayable prior to the scheduled maturity thereof with the proceeds of the
issuance of capital stock, the incurrence of other Indebtedness or the sale or
other disposition of any assets, so long as such Indebtedness is so prepaid in
full with such proceeds when due (or within any applicable grace period) and
such event shall not have otherwise resulted in an event of default with respect
to such Indebtedness;

      (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Company or any Material Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Material Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

      (i) the Company or any Material Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the


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<PAGE>   72

appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Material Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing;

      (j) the Company or any Material Subsidiary shall become unable, admit in
writing or fail generally to pay its debts as they become due;

      (k) one or more judgments for the payment of money in an aggregate amount
in excess of $50,000,000 (excluding any amount of such judgment as to which an
Acceptable Insurer has acknowledged liability) shall be rendered against the
Company, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 60 consecutive days during which execution shall
not be effectively stayed, or any action, which shall not be effectively stayed,
shall be legally taken by a judgment creditor to attach or levy upon any assets
of the Company or any Subsidiary to enforce any such judgment;

      (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Company and
its Subsidiaries in an aggregate amount that could reasonably be expected to
result in a Material Adverse Effect;

      (m) the Company shall fail to observe or perform any covenant, condition
or agreement contained in Article 9 or the guarantee of the Company hereunder
shall not be (or shall be claimed by the Company or any Subsidiary not to be)
valid or in full force and effect;

      (n) a Change in Control shall occur;

      (o) (i) the Company shall have merged or consolidated with any Person or
any Person shall have acquired all or substantially all of the assets of the
Company and its consolidated Subsidiaries, taken as a whole, or all or
substantially all of the capital stock or other equity interests of any
Designated Subsidiary, (ii) either the Company or the Person with which it is
merging or consolidating or the Person which is acquiring such assets or capital
stock or other equity interests shall at the time of such merger or
consolidation or acquisition have been rated by a rating agency and (iii) the
Successor Corporation shall not have in effect a rating of at least Baal from
Moody's or BBB+ from S&P on the 90th day following the consummation of such
merger or consolidation or acquisition, as the case may be;


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<PAGE>   73

      (p) the Spin-off Date shall not have occurred by the 60th day after the
Effective Date; or

      (q) (i) the IRS Ruling shall cease to be in full force and effect or (ii)
the Spin-off shall for any reason cease to qualify as a tax-free distribution
under Section 355 of the Internal Revenue Code;

then, and in every such event (other than an event with respect to any Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may (with the
consent of the Required Lenders), and at the request of the Required Lenders
shall, by notice to the Company, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Borrower; and in case of any event with
respect to the Company described in clause (h) or (i) of this Article, the
Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Borrower; and in the case of any event
with respect to any Borrowing Subsidiary described in clause (h) or (i) of this
Article, (i) the eligibility of such Borrowing Subsidiary to borrow shall
thereupon terminate and (ii) the Loans of such Borrowing Subsidiary shall become
immediately due and payable, together with accrued interest thereon and all fees
and other obligations thereunder of such Borrowing Subsidiary accrued
thereunder, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Borrowing Subsidiary.


                                    ARTICLE 8
                            THE ADMINISTRATIVE AGENT

      Each of the Lenders hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent


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<PAGE>   74

by the terms hereof, together with such actions and powers as are reasonably
incidental thereto.

      The bank serving as the Administrative Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Company or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

      The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders, and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Company or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by a
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any Borrowing
Subsidiary Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement or any Borrowing
Subsidiary Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article 4 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it


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<PAGE>   75

to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be
counsel for any Borrower), independent accountants and other experts selected by
it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

      The Administrative Agent may perform any and all of its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

      Subject to the appointment and acceptance of a successor Administrative
Agent as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Company. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Company, to
appoint a successor (and, at any time when no Default shall have occurred and is
continuing, with the prior written consent of the Company). If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Company to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

      Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall from time
to time


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<PAGE>   76

deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.


                                    ARTICLE 9
                                    GUARANTEE

      In order to induce the Lenders to extend credit hereunder, the Company
hereby irrevocably and unconditionally guarantees, as a primary obligor and not
merely as a surety, the Obligations. The Company further agrees that the due and
punctual payment of the Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound
upon its Guarantee hereunder notwithstanding any such extension or renewal of
any Obligation.

      The Company waives presentment to, demand of payment from and protest to
any Borrowing Subsidiary of any of the Obligations, and also waives notice of
acceptance of its obligations and notice of protest for nonpayment. The
obligations of the Company hereunder shall not be affected by (a) the failure of
any Lender or the Administrative Agent to assert any claim or demand or to
enforce any right or remedy against any Borrowing Subsidiary under the
provisions of this Agreement or otherwise; (b) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Agreement, any
Borrowing Subsidiary Agreement or any other agreement; or (c) the failure of any
Lender to exercise any right or remedy against any Borrowing Subsidiary.

      The Company further agrees that its agreement hereunder constitutes a
promise of payment when due (whether or not any bankruptcy or similar proceeding
shall have stayed the accrual or collection of any of the Obligations or
operated as a discharge thereof) and not merely of collection, and waives any
right to require that any resort be had by any Lender to any balance of any
deposit account or credit on the books of any Lender in favor of any Borrower or
any other person.

      The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Obligations, any impossibility in the performance of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Company hereunder shall not be discharged or impaired or otherwise affected
by the failure of the Administrative Agent or any Lender to assert any claim or
demand or to


                                       71

<PAGE>   77

enforce any remedy under this Agreement or any other agreement, by any waiver or
modification in respect of any thereof, by any default, failure or delay, wilful
or otherwise, in the performance of the Obligations, or by any other act or
omission which may or might in any manner or to any extent vary the risk of the
Company or otherwise operate as a discharge of the Company or any other Borrower
as a mailer of law or equity.

      The Company further agrees that its obligations hereunder shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by the Administrative Agent or any Lender upon the bankruptcy or reorganization
of any Borrower or otherwise.

      In furtherance of the foregoing and not in limitation of any other right
which the Administrative Agent or any Lender may have at law or in equity
against the Company by virtue hereof, upon the failure of any Borrowing
Subsidiary to pay any Obligation when and as the same shall become due, whether
at maturity, by acceleration, after notice of prepayment or otherwise, the
Company hereby promises to and will, upon receipt of written demand by the
Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of
such unpaid Obligation. The Company further agrees that if payment in respect of
any Obligation shall be due in a currency other than dollars and/or at a place
of payment other than New York and if, by reason of any Change in Law,
disruption of currency or foreign exchange markets, war or civil disturbance or
similar event, payment of such Obligation in such currency or at such place of
payment shall be impossible or, in the judgment of any applicable Lender, not
consistent with the protection of its rights or interests, then, at the election
of any applicable Lender, the Company shall make payment of such Obligation in
dollars (based upon the applicable exchange rate in effect on the date of
payment) and/or in New York, and shall indemnify such Lender against any losses
or expenses that it shall sustain as a result of such alternative payment.

      Upon payment by the Company of any Obligation, each Lender shall, in a
reasonable manner, assign the amount of such Obligation owed to it and so paid
to the Company, such assignment to be pro tanto to the extent to which the
Obligation in question was discharged by the Company, or make such disposition
thereof as the Company shall direct (all without recourse to any Lender and
without any representation or warranty by any Lender).

      Upon payment by the Company of any sums as provided above, all rights of
Company against any Borrowing Subsidiary arising as a result thereof by way of
right of subrogation or otherwise shall in all respects be subordinated and
junior in right of payment to the prior indefeasible payment in full of all the
Obligations owed by such Borrowing Subsidiary to the Lenders.


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<PAGE>   78

                                   ARTICLE 10
                                  MISCELLANEOUS

      SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

      (a) if to any Borrower, to it in care of the Company at One Diamond Hill
Road, Murray Hill, NJ 07974, Attention of Treasurer (Telecopy No. 908-665-
5032), with a copy to Attention of Chief Legal Officer at the same address
(Telecopy No. 908-665-5827);

      (b) if to the Administrative Agent, to The Chase Manhattan Bank, Agent
Bank Services Group, One Chase Manhattan Plaza, New York, New York 10081,
Attention of Janet Belden (Telecopy No. (212) 552-5658), with a copy to The
Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention of
Bruce Langenkamp (Telecopy No. (212) 270-7340);

      (c) if to the London Agent, to it at Chase Manhattan International
Limited, Trinity Tower, 9 Thomas More Street, London, England El9YT, Attention
of Steve Clarke (Telecopy No. 011-44-171-777-2360), with a copy to The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention of Bruce
Langenkamp (Telecopy No. (212) 270-7340);

      (d) if to the Swingline Lender, to The Chase Manhattan Bank, Agent Bank
Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention of Janet Belden (Telecopy No. (212) 552-5658), with a copy to The
Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention of
Bruce Langenkamp (Telecopy No. (212) 270-7340); and

      (e) if to any other Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

      SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder


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<PAGE>   79

shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

      (b) Neither this Agreement nor any Borrowing Subsidiary Agreement nor any
provision hereof or thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Company and the
Required Lenders or by the Company and the Administrative Agent with the consent
of the Required Lenders (and, in the case of a Borrowing Subsidiary Agreement,
the applicable Borrowing Subsidiary); provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender directly affected thereby, (iii) postpone the scheduled
date of payment of the principal amount of any Loan, or any interest thereon, or
any fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender directly affected thereby, (iv) change
Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender or (vi) release the Company from, or limit or condition, its
obligations under Article 9, without the written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Swingline Lender
hereunder without the prior written consent of the Administrative Agent or the
Swingline Lender, as the case maybe.

      SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company shall
pay (i) all reasonable out-of-pocket expenses incurred by the Administrative


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Agent and its Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any Borrowing Subsidiary Agreement or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and
disbursements of no more than one counsel for the Administrative Agent and one
counsel for the Lenders (unless representation of the Lenders by the same
counsel would be inappropriate due to actual or potential conflicts of interests
among them, in which case the Lenders shall have right to separate counsel, at
the expense of the Company) in connection with the enforcement or protection of
its rights in connection with this Agreement or any Borrowing Subsidiary
Agreement, including its rights under this Section, or in connection with the
Loans made hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof

      (b) The Company shall indemnify the Administrative Agent and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement or any Borrowing
Subsidiary Agreement or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto or thereto of their respective
obligations hereunder or thereunder or the consummation of the Transactions or
any other transactions contemplated hereby, (ii) any Loan or the use of the
proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses result from the gross negligence or wilful misconduct of such
Indemnitee.

      (c) To the extent that the Company fails to pay any amount required to be
paid by it to the Administrative Agent or the Swingline Lender under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the Swingline Lender, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the applicable


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<PAGE>   81

unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or the Swingline Lender in its capacity as
such.

      (d) To the extent permitted by applicable law, no Borrower shall assert,
and each Borrower hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement or any Borrowing Subsidiary Agreement or any agreement
or instrument contemplated hereby or thereby, the Transactions, any Loan or the
use of the proceeds thereof

      (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

      SECTION 10.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
(including any Borrowing Subsidiaries) and their respective successors and
assigns permitted hereby, except that no Borrower may assign or otherwise
transfer any of its rights or obligations hereunder or under any Borrowing
Subsidiary Agreement without the prior written consent of each Lender (and any
attempted assignment or transfer by any Borrower without such consent shall be
null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

      (b) Any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment (if any) and the Loans (if any) at the time owing to it); provided
that (i) if contemporaneously with any such proposed assignment, such Lender (or
its Affiliate) assigns to the same proposed assignee a pro rata portion of such
Lender's (or its Affiliate's) rights and obligations under the Other Credit
Agreement (such pro rata portion to be calculated (x) on any date prior to the
date of termination of the Facility Commitments, the Designated Currency
Commitments and the Yen Currency Commitments, on the basis of such Lender's
Commitment hereunder and such Lender's (or its Affiliate's) commitment under the
Other Credit Agreement and (y) thereafter, on the basis of such Lender's
Revolving Credit Exposure hereunder and such Lender's (or its Affiliate's)
commitment under the Other Credit Agreement) (any such proposed assignment
hereunder, a "Pro Rata Assignment"), each of the Company and the


                                       76

<PAGE>   82

Administrative Agent must give their prior written consent to such Pro Rata
Assignment (which consent shall not be unreasonably withheld) unless the
assignee for such assignment is a Lender or an Affiliate of a Lender, in which
case no such consent shall be required, (ii) if such proposed assignment is not
a Pro Rata Assignment, each of the Company and the Administrative Agent must
give their prior written consent to such proposed assignment (which consent
shall be given in their discretion) unless the assignee for such assignment is
an Affiliate of the assigning Lender, in which case no such consent shall be
required, (iii) except in the case of any assignment to a Lender or an Affiliate
of a Lender or an assignment of the entire remaining amount of the assigning
Lender's Commitment, the amount of the Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 unless each of the Company and the
Administrative Agent otherwise consent, (iv) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement, except that this clause (iv) shall
not apply to rights in respect of outstanding Competitive Loans, (v) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500, and (vi) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; provided further that any
consent of the Company otherwise required under this paragraph shall not be
required if an Event of Default under clause (h) or (i) of Article 7 has
occurred and is continuing with respect to the Company. Upon acceptance and
recording pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.03).
Notwithstanding any other provision of this Agreement, if any Lender shall
assign any of its rights or obligations hereunder to any assignee (including an
Affiliate of such Lender) that, but for this sentence, would be entitled,
immediately following such assignment, to claim a greater amount than such
assigning Lender under Sections 2.14, 2.15, 2.16, such assignee shall not have
the right to claim such greater amount; provided that nothing in this sentence
shall limit the right of any such assignee to make claims (x) for amounts not in
excess of those that could have been claimed by the assigning Lender, (y) to the
extent such claims arise from one or more Changes in Law, or from the
designation of one or more Borrowing Subsidiaries, or (z) from a change in the
office, branch or


                                       77

<PAGE>   83

other place of business from which any payment hereunder is made by any
Borrower, in each case after the date of such assignment. Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with and subject to the limitations set forth in, paragraph (e) of
this Section.

      (c) The Administrative Agent, acting for this purpose as an agent of the
Borrowers shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Company and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

      (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

      (e) Any Lender may, without the consent of any Borrower, the
Administrative Agent or the Swingline Lender, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such


                                       78

<PAGE>   84

Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, each
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.

      (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14, 2.15 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Company's prior written consent. A Participant that would be a Foreign Lender if
it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.16(e) as though it were a Lender.

      (g) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any such pledge or assignment to a Federal Reserve Bank, and
this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest
shall release a Lender from any of its obligations hereunder or substitute any
such assignee for such Lender as a party hereto.

      (h) Notwithstanding anything to the contrary contained herein, any Lender
(a "Grantin2 Lender") may grant to a special purpose funding vehicle (an "SPC")
of such Granting Lender, identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Company, the option to
provide to the Company all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to Section 2.01 or
2.04, provided that (i) nothing herein shall constitute a commitment to make any
Loan by any SPC, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof and (iii) all credit
decisions (including without limitation any decisions with respect to amendments
and waivers) will continue to be made by the Granting Lender. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
(and, if such Loan is a Competitive Loan, shall be deemed to utilize the
Commitments of all the Lenders) to the same extent, and as if, such Loan were
made by the Granting Lender. Each party hereto hereby agrees that no SPC shall
be liable for any payment under this Agreement for which a Lender would
otherwise be liable, for so long as, and to the extent, the related Granting
Lender makes such payment. In furtherance of the foregoing, each party hereto
hereby


                                       79

<PAGE>   85

agrees that, prior to the date that is one year and one day after the payment in
full of all outstanding senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States or any State thereof
In addition, notwithstanding anything to the contrary contained in this Section,
any SPC may (i) with notice to, but without the prior written consent of, the
Company or the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to its Granting
Lender in connection with liquidity and/or credit facilities to or for the
account of such SPC to fund such Loans and (ii) subject to the provisions of
Section 10.12, disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or provider
of a surety, guarantee or credit or liquidity enhancement to such SPC.

      SECTION 10.05. Survival. All covenants, agreements, representations and
warranties made by the Borrowers herein and in the Borrowing Subsidiary
Agreements and the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default (other than a Default which has been waived in accordance with Section
10.02) or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.14,
2.15, 2.16 and 10.03 and Article 8 shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Commitments or
the termination of this Agreement or any provision hereof

      SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall


                                       80

<PAGE>   86

have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto (excluding any Borrowing
Subsidiaries), and thereafter shall be binding upon and inure to the benefit of
the parties hereto (including any Borrowing Subsidiaries) and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

      SECTION 10.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

      SECTION 10.08. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of any Borrower against any of and all the amounts then
due and owing by the Borrower under this Agreement to such Lender, irrespective
of whether or not such Lender shall have made any demand under this Agreement.
The rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

      SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in accordance with and governed by the law
of the State of New York.

      (b) Each Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender may otherwise


                                       81

<PAGE>   87

have to bring any action or proceeding relating to this Agreement against any
Borrower or its properties in the courts of any jurisdiction.

      (c) Each Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

      (d) Each party to this Agreement (including any Borrowing Subsidiaries)
irrevocably consents to service of process in the manner provided for notices in
Section 10.01. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

      SECTION 10.10. Waiver of Jury TriaL EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 10.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

      SECTION 10.12. Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested
by any regulatory authority, (c) to the extent required by applicable laws or



                                       82

<PAGE>   88

regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Company
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company. For the purposes of this Section, "Information" means
all information received from the Company relating to the Company or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

      SECTION 10.14. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto (including
any Borrowing Subsidiary) agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures in the relevant jurisdiction the first currency could
be purchased with such other currency on the Business Day immediately preceding
the day on which final judgment is given.


                                       83

<PAGE>   89

      (b) The obligations of each Borrower in respect of any sum due to any
party hereto or any holder of the obligations owing hereunder (the "Applicable
Creditor") shall, notwithstanding any judgment in a currency (the "Judgment
Currency") other than the currency in which such sum is stated to be due
hereunder (the "Agreement Currency"), be discharged only to the extent that, on
the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 10.14 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

      SECTION 10.15. European Economic and Monetary Union. (a) Definitions. In
this Section 10.15 and in each other provision of this Agreement to which
reference is made in this Section 10.15 expressly or impliedly, the following
terms have the meanings given to them in this Section 10.15:

            "EMU" means economic and monetary union as contemplated in the
      Treaty on European Union.

            "EMU legislation" means legislative measures of the European Council
      for the introduction of, changeover to or operation of a single or unified
      European currency (whether known as the euro or otherwise), being in part
      the implementation of the third stage of EMU;

            "euro means the single currency of participating member states of
      the European Union;

            "euro unit" means the currency unit of the euro;

            "national currency unit" means the unit of currency (other than a
      euro unit) of a participating member state;

            "participating member state" means each state so described in any
      EMU legislation; and

            "Treaty on European Union" means the Treaty of Rome of March 25,
      1957, as amended by the Single European Act 1986 and the Maastricht Treaty
      (which was signed at Maastricht on February 7,

                                       84

<PAGE>   90

      1992, and came into force on November 1, 1993), as amended from time to
      time.

      (b) Effectiveness of Provisions. If and to the extent that any provision
of paragraphs (c) to (i) relates to any state (or the currency of such state)
that is not a participating member state on the Effective Date, such provision
shall become effective in relation to such state (and the currency of such
state) at and from the date on which such state becomes a participating member
state.

      (c) Redenomination and Eligible Currencies. Each obligation under this
Agreement of a party to this Agreement which has been denominated in the
national currency unit of a participating member state shall be redenominated
into the euro unit in accordance with EMU legislation, provided, that if and to
the extent that any EMU legislation provides that an amount denominated either
in the euro or in the national currency unit of a participating member state and
payable within that participating member state by crediting an account of the
creditor can be paid by the debtor either in the euro unit or in that national
currency unit, each party to this Agreement shall be entitled to pay or repay
any such amount either in the euro unit or in such national currency unit.

      (d) Loans. Any Loan in the currency of a participating member state shall
be made in the euro unit.

      (e) Payments to the Administrative Agent. Sections 2.06 and 2.17 shall be
construed so that, in relation to the payment of any amount of euro units or
national currency units, such amount shall be made available to the
Administrative Agent in immediately available, freely transferable, cleared
funds to such account with such bank in Frankfurt am Main, Germany (or such
other principal financial center in such participating member state as the
Administrative Agent may from time to time nominate for this purpose) as the
Administrative Agent shall from time to time nominate for this purpose.

      (f) Payments by the Administrative Agent to the Lenders. Any amount
payable by the Administrative Agent to the Lenders under this Agreement in the
currency of a participating member state shall be paid in the euro unit.

      (g) Payments by the Administrative Agent Generally. With respect to the
payment of any amount denominated in the euro or in a national currency unit,
the Administrative Agent shall not be liable to any Borrower or any of the
Lenders in any way whatsoever for any delay, or the consequences of any delay,
in the crediting to any account of any amount required by this Agreement to be
paid by the Administrative Agent if the Administrative Agent shall have taken
all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds (in the euro


                                       85

<PAGE>   91

unit or, as the case may be, in a national currency unit) to the account with
the bank in the principal financial center in the participating member state
which such Borrower or, as the case may be, any Lender shall have specified for
such purpose. In this paragraph (g), "all relevant steps" means all such steps
as may be prescribed from time to time by the regulations or operating
procedures of such clearing or settlement system as the Administrative Agent may
from time to time determine for the purpose of clearing or settling payments of
the euro.

      (h) Basis of Accrual. If the basis of accrual of interest or fees
expressed in this Agreement with respect to the currency of any state that
becomes a participating state shall be inconsistent with any convention or
practice in the London Interbank Market or, as the case may be, the Paris
Interbank Market for the basis of accrual of interest or fees in respect of the
euro, such convention or practice shall replace such expressed basis effective
as of and from the date on which such state becomes a participating member
state; provided, that if any Loan in the currency of such state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Loan, at the end of the then current Interest Period.

      (i) Rounding. Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU legislation and without prejudice
to the respective liabilities for indebtedness of any Borrower to the Lenders
and the Lenders to any Borrower under or pursuant to this Agreement, each
reference in this Agreement to a minimum amount (or an integral multiple
thereof) in a national currency unit to be paid to or by the Administrative
Agent shall be replaced by a reference to such reasonably comparable and
convenient amount (or an integral multiple thereof) in the euro unit as the
Administrative Agent may from time to time specify.

      (j) Consequential Changes. Each provision of this Agreement shall be
subject to such reasonable changes of construction as the Administrative Agent
may from time to time reasonably specify to be necessary or appropriate to
reflect the introduction of or changeover to the euro in participating member
states in accordance with customary practices in the market.


                                       86

<PAGE>   92

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                              THE NEW D&B CORPORATION


                              By: /s/ David J. Lewinter 
                                  ----------------------------------------------
                                  Title: President


                                       87

<PAGE>   93

                              THE CHASE MANHATTAN BANK,
                              individually and as Administrative Agent


                              By: /s/ Bruce E. Langenkamp 
                                  ----------------------------------------------
                                  Title: Vice President


                                       88

<PAGE>   94

                              CITIBANK, N.A., individually and as 
                              Syndication Agent


                              By: /s/ Stuart G. Miller
                                  ----------------------------------------------
                                  Title: Vice President


                                       89

<PAGE>   95

                              THE BANK OF NEW YORK, individually 
                              and as Documentation Agent


                              By: /s/ Ernest Fung
                                  ----------------------------------------------
                                  Title: Vice President


                                       90

<PAGE>   96

                              BANK OF MONTREAL


                              By: /s/ Brian L. Banke 
                                  ----------------------------------------------
                                  Title: Director


                                       91

<PAGE>   97

                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                              By: /s/ William J. Derasmo
                                  ----------------------------------------------
                                  Title: Vice President


                                       92

<PAGE>   98

                              BARCLAYS BANK, PLC


                              By: /s/ Terance Bullock
                                  ----------------------------------------------
                                  Title: Vice President


                                       93

<PAGE>   99

                              FIRST UNION NATIONAL BANK


                              By: /s/ Peter G. Mace
                                  ----------------------------------------------
                                  Title: Senior Vice President


                                       94

<PAGE>   100

                              HSBC BANK USA


                              By: /s/ Johan Sorensson
                                  ----------------------------------------------
                                  Title: Vice President


                                       95

<PAGE>   101

                              SUNTRUST BANK


                              By: /s/ W. David Wisdom
                                  ----------------------------------------------
                                  Title: Vice President


                                       96

<PAGE>   102

                              THE NORTHERN TRUST COMPANY


                              By: /s/ Tracy J. Toulouse
                                  ----------------------------------------------
                                  Title: Vice President


                                       97

<PAGE>   103

                                                                SCHEDULE 2.01(a)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

                              Facility Commitments
                              --------------------

--------------------------------------------------------------------------------
                                Lender                          Commitment
                                ------                          ----------
--------------------------------------------------------------------------------
<S>                                                         <C>           
          The Chase Manhattan Bank                           $25,000,000.00
--------------------------------------------------------------------------------
          Citibank, N.A.                                     $22,500,000.00
--------------------------------------------------------------------------------
          The Bank of New York                               $22,500,000.00
--------------------------------------------------------------------------------
          Bank of Montreal                                   $15,000,000.00
--------------------------------------------------------------------------------
          Bank of Tokyo - Mitsubishi Trust Company           $15,000,000.00
--------------------------------------------------------------------------------
          Barclays Bank PLC                                  $15,000,000.00
--------------------------------------------------------------------------------
          First Union National Bank                          $15,000,000.00
--------------------------------------------------------------------------------
          HSBC Bank USA                                      $15,000,000.00
--------------------------------------------------------------------------------
          SunTrust Bank, Atlanta                             $15,000,000.00
--------------------------------------------------------------------------------
          The Northern Trust Company                         $15,000,000.00
--------------------------------------------------------------------------------
                                                            $175,000,000.00
                                                            ---------------
--------------------------------------------------------------------------------
</TABLE>


<PAGE>   104

                                                                SCHEDULE 2.01(b)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

                         Designated Currency Commitments
                         -------------------------------

--------------------------------------------------------------------------------
                     Designated Currency Lender                Commitment
                     --------------------------                ----------
--------------------------------------------------------------------------------
<S>                                                         <C>           
          The Chase Manhattan Bank                          $10,714,285.71
--------------------------------------------------------------------------------
          Citibank, N.A.                                     $9,642,857.14
--------------------------------------------------------------------------------
          The Bank of New York                               $9,642,857.14
--------------------------------------------------------------------------------
          Bank of Montreal                                   $6,428,571.43
--------------------------------------------------------------------------------
          Bank of Tokyo - Mitsubishi Trust Company           $6,428,571.43
--------------------------------------------------------------------------------
          Barclays Bank PLC                                  $6,428,571.43
--------------------------------------------------------------------------------
          First Union National Bank                          $6,428,571.43
--------------------------------------------------------------------------------
          HSBC Bank USA                                      $6,428,571.43
--------------------------------------------------------------------------------
          SunTrust Bank, Atlanta                             $6,428,571.43
--------------------------------------------------------------------------------
          The Northern Trust Company                         $6,428,571.43
--------------------------------------------------------------------------------
                                                            $75,000,000.00
                                                            --------------
--------------------------------------------------------------------------------
</TABLE>


<PAGE>   105

                                                                SCHEDULE 2.01(c)


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

                                 Yen Commitments
                                 ---------------

--------------------------------------------------------------------------------
                            Yen Lender                         Commitment
                            ----------                         ----------
--------------------------------------------------------------------------------
<S>                                                         <C>          
         The Chase Manhattan Bank                            $3,571,428.57
--------------------------------------------------------------------------------
         Citibank, N.A.                                      $3,214,285.71
--------------------------------------------------------------------------------
         The Bank of New York                                $3,214,285.71
--------------------------------------------------------------------------------
         Bank of Montreal                                    $2,142,857.14
--------------------------------------------------------------------------------
         Bank of Tokyo - Mitsubishi Trust Company            $2,142,857.14
--------------------------------------------------------------------------------
         Barclays Bank PLC                                   $2,142,857.14
--------------------------------------------------------------------------------
         First Union National Bank                           $2,142,857.14
--------------------------------------------------------------------------------
         HSBC Bank USA                                       $2,142,857.14
--------------------------------------------------------------------------------
         SunTrust Bank, Atlanta                              $2,142,857.14
--------------------------------------------------------------------------------
         The Northern Trust Company                          $2,142,857.14
--------------------------------------------------------------------------------
                                                            $25,000,000.00
                                                            --------------
--------------------------------------------------------------------------------
</TABLE>


<PAGE>   106

                                                                   SCHEDULE 2.17

                         Payments on Multicurrency Loans

Pounds Sterling:

      New York City, New York or London, England

Euros:

      New York City, New York or London, England

Japanese Yen:

      New York City, New York or London, England


                                      101

<PAGE>   107

                                                                   SCHEDULE 3.06

                                Disclosed Matters

LEGAL PROCEEDINGS

      New D&B is involved in legal proceedings of a nature considered normal to
its business. In the opinion of management, although the outcome of such legal
proceedings cannot be predicted with certainty, the ultimate liability of New
D&B in connection with such legal proceedings will not have a material adverse
effect on New D&B's financial position, results of operations and cash flows.

      In addition to the matters referred to above, on July 29, 1996,
Information Resources, Inc. ("IRI") filed a complaint in the United States
District Court for the Southern District of New York, naming as defendants the
corporation then known as "The Dun & Bradstreet Corporation"(which corporation
subsequently was renamed R.H. Donnelley Corporation and herein is referred to as
"Donnelley"), A.C. Nielsen Company (a subsidiary of ACNielsen Corporation) and
I.M.S. International, Inc. (a subsidiary of Cognizant Corporation). At the time
of the filing of the complaint, each of the other defendants was a subsidiary of
Donnelley. The complaint alleges various violations of United States antitrust
laws, including purported violations of Sections 1 and 2 of the Sherman Act
arising from tying arrangements, agreements with retailers and other customers,
predatory pricing practices and other matters alleged by IRI. In addition to the
foregoing claims, the complaint alleges a claim of tortious interference with a
contract and a claim of tortious interference with a prospective business
relationship. These claims relate to the acquisition by defendants of Survey
Research Group Limited ("SRG"). IRI alleges SRG violated an alleged agreement
with IRI when it agreed to be acquired by the defendants and that the defendants
induced SRG to breach that agreement. IRI's complaint alleges damages in excess
of $350 million, which amount IRI has asked to be trebled under antitrust laws.
IRI also seeks punitive damages in an unspecified amount.

      On October 15, 1996, defendants moved for an order dismissing all claims
in the complaint. On May 6, 1997, the United States District Court for the
Southern District of New York issued a decision dismissing IRI's claim of
attempted monopolization in the United States, with leave to replead within 60
days. The Court denied defendants'motion with respect to the remaining claims in
the complaint. On June 3, 1997, defendants filed an answer denying the material
allegations in IRI's complaint, and A.C. Nielsen Company ("ACN") filed a
counterclaim alleging that IRI had made false and misleading statements about
its

<PAGE>   108

services and commercial activities. On July 7, 1997, IRI filed an Amended and
Restated Complaint repleading its alleged claim of monopolization in the United
States and realleging its other claims. By notice of motion dated August 18,
1997, defendants moved for an order dismissing the amended claim. On December 1,
1997, the Court denied the motion. Discovery in this case is ongoing. On
December 22, 1999, defendants filed a motion for partial summary judgment
seeking to dismiss IRI's non?U.S. antitrust claims. On July 12, 2000, the Court
granted the motion dismissing claims of injury suffered from activities in
foreign markets where IRI operates through subsidiaries or companies owned by
joint ventures or "relationships" with local companies.

      In November 1996, Donnelley completed the 1996 Distribution. On October
28, 1996, in connection with the 1996 Distribution, Cognizant, ACNielsen
Corporation ("ACNielsen") and Donnelley entered into the Indemnity and Joint
Defense Agreement. See the "Risk Factors" section of the Information Statement
for a description of this agreement.

      In June 1998, Donnelley completed the 1998 Distribution. In connection
with the 1998 Distribution, D&B and Donnelley entered into an agreement whereby
D&B has assumed all potential liabilities of Donnelley arising from the IRI
action and agreed to indemnify Donnelley in connection with such potential
liabilities.

      During 1998, Cognizant separated into two new companies, IMS Health
Incorporated ("IMS Health") and Nielsen Media Research, Inc. ("NMR"). IMS Health
and NMR are each jointly and severally liable for all Cognizant liabilities
under the Indemnity and Joint Defense Agreement.

      Under the terms of the 1996 Distribution Agreement, as a condition to the
1998 Distribution, D&B undertook to be jointly and severally liable with
Donnelley to Cognizant and ACNielsen. Under the terms of the 1998 Distribution
Agreement, as a condition to the Distribution, New D&B is required to undertake
to be jointly and severally liable with D&B to Donnelley for D&B's obligations
under the 1998 Distribution Agreement, including the liabilities relating to the
IRI action. However, under the Distribution Agreement, as between themselves,
each of New D&B and Moody's will agree to be responsible for 50% of any payments
to be made in respect of the IRI action under the 1998 Distribution Agreement or
otherwise, including any legal fees or expenses related thereto.

      Management is unable to predict at this time the final outcome of the IRI
action or whether the resolution of such matter could materially affect New
D&B's results of operations, cash flows or financial position.

<PAGE>   109

                                                                   SCHEDULE 3.12


<TABLE>
<CAPTION>
Subsidiaries Effective September 8, 2000                              Jurisdication          Percentage
----------------------------------------                              -------------          ----------
                                                                                              Ownership
                                                                                              ---------

<S>                                                                    <C>                 <C> 
New D&B Inc.                                                           Delaware            100%
</TABLE>



<TABLE>
<CAPTION>
Subsidiaries Effective as of the Spin-off Date                        Jurisdication               Percentage
----------------------------------------------                        -------------               ----------
                                                                                                   Ownership
                                                                                                   ---------

<S>                                                                    <C>                              <C> 
AB Svensk Handeistidning Justitia                                      Sweden                           100%
ACI Acquisition Inc.                                                   Delaware                         100%
Alpha Mi A.E.                                                          Greece                            27%
Arrebnac Pty. Ltd.                                                     Australia                        100%
Beheer en Beleggingsmaatschappij Stivaco B.V.                          Netherlands                      100%
Bilans Service SNC (France)                                            France                            34%
Business Ratios Ltd.                                                   England                          100%
Campbells Consumer Enquiries Pty. Ltd                                  South Africa                      20%
College Mercantile Pty. Ltd.                                           Australia                        100%
Consorzio Manifatturieri srI                                           Italy                            100%
Corinthian Holdings, Inc.                                              Delaware                         100%
Corinthian Leasing Corporation                                         Delaware                         100%
D&B Acquisition Corp.                                                  Delaware                         100%
D&B Data & Services s.r.l.                                             Italy                            100%
D&B Espana S.A.                                                        Spain                            100%
D&B Europe Limited                                                     England                          100%
D & B Group Ltd.                                                       Delaware                         100%
D&B Holdings (UK) Limited                                              England                          100%
D&B Information Services (M) Sdn. Bhd.                                 Malaysia                         100%
D&B International Consultant (Shanghai) Co. Ltd.                       Peoples Republic of China        100%
D&B Investors L.P.                                                     Delaware                         71.615%
D&B Property Holdings, Inc.                                            Delaware                         100%
D&B Schimmelpfeng-Unterstuzungskasse GmbH                              Germany                          100%
D&B Transitory Limited                                                 England                          100%
Dataquest Europe Ltd.                                                  England                          100%
DBS Medium Systems Ireland (Ireland)                                   Ireland                          100%
DBS Moyens Systems S.A. (France)                                       France                           100%
DNB-PA Holdings Corporation                                            Nevada                           100%
Dun & Bradstreet (Australia) Group Pty. Ltd.                           Australia                        100%
Dun & Bradstreet (Australia) Holdings Pty.                             Australia                        100%
Dun & Bradstreet (Australia) Pty. Limited                              Australia                        100%
Dun & Bradstreet (C&EE) Holding B.V.                                   Netherlands                      100%
Dun & Bradstreet (France) B.V.                                         Netherlands                      100%
Dun & Bradstreet (FIK) Limited                                         Hong Kong                        100%
Dun & Bradstreet (Israel) Ltd.                                         Israel                           100%
Dun & Bradstreet (New Zealand) Limited                                 New Zealand                      100%
Dun & Bradstreet (NMR) Limited                                         England                          100%
Dun & Bradstreet (Nominees) Pty. Ltd.                                  Australia                        100%
Dun & Bradstreet (SCS) B.V.                                            Netherlands                      100%
</TABLE>


<PAGE>   110


<TABLE>
<S>                                                                    <C>                                   <C> 
Dun & Bradstreet (Singapore) Pte. Ltd.                                 Singapore                             100%
Dun & Bradstreet (Switzerland) AG                                      Switzerland/Delaware                  100%
Dun & Bradstreet (U.K.) Pension Plan Trustee Company Ltd.              England                               100%
Dun & Bradstreet B.V.                                                  Netherlands                           100%
Dun & Bradstreet Bolagsanalys AB                                       Sweden                                100%
Dun & Bradstreet C.A.                                                  Venezuela                             100%
Dun & Bradstreet C.I.S.                                                Russia                                100%
Dun & Bradstreet Canada B.V.                                           Netherlands                           100%
Dun & Bradstreet Canada Holding, Ltd                                   Canada                                100%
Dun & Bradstreet Computer Leasing, Inc.                                Delaware                              100%
Dun & Bradstreet Credit Control, Ltd.                                  Delaware                              100%
Dun & Bradstreet Credit Reporting (Israel)                             Israel                                100%
Dun & Bradstreet Danmark Holding A/S                                   Denmark                               100%
Dun & Bradstreet de Mexico, S.A. de C.V.                               Mexico                                100%
Dun & Bradstreet Denmark A/S (Denmark)                                 Denmark                               100%
Dun & Bradstreet Deutschland GmbH                                      Germany/Delaware                      100%
Dun & Bradstreet Do Brasil, Ltda.                                      Brazil/Delaware                       100%
Dun & Bradstreet East-Vent Ltd.                                        Delaware                              100%
Dun & Bradstreet Ekonomiforlaget AB                                    Sweden                                100%
Dun & Bradstreet Europe, Ltd.                                          Delaware                              100%
Dun & Bradstreet European Business Information Center B.V.             Netherlands                           100%
Dun & Bradstreet European Outsourcing Centre By.                       Netherlands                           100%
Dun & Bradstreet Finance, Ltd.                                         England                               100%
Dun & Bradstreet Finland OY                                            Finland                               100%
Dun & Bradstreet France S.C.S.                                         France                                100%
Dun & Bradstreet Holding Norway A/S                                    Norway                                100%
Dun & Bradstreet Holdings B.V.                                         Netherlands                           100%
Dun & Bradstreet Holdings-France, Inc.                                 Delaware                              100%
Dun & Bradstreet Holdings-Holland, Inc.                                Delaware                              100%
Dun & Bradstreet Hungaria Informacio Szolgaltato Korlatolt             Hungary                               100%
Felelosegu Tarasag
Dun & Bradstreet, Inc.                                                 Delaware                              100%
Dun & Bradstreet Information Services Ges.mbH                          Austria                               100%
Dun & Bradstreet Information Services India Pvt. Ltd.                  India                                 100%
Dun & Bradstreet International, Ltd.                                   Delaware                              100%
Dun & Bradstreet Japan Ltd.                                            Japan                                 100%
Dun & Bradstreet Limited                                               Ireland                               100%
Dun & Bradstreet Limited                                               England                               100%
Dun & Bradstreet Ltda.                                                 Chile                                 100%
Dun & Bradstreet Management S.A.S.                                     France                                100%
Dun & Bradstreet Marketing Pty. Ltd.                                   Australia                             100%
Dun & Bradstreet Marketing Services N.V.-S.A.                          Belgium                               100%
Dun & Bradstreet Nordic AB                                             Sweden                                100%
Dun & Bradstreet Norge A/S                                             Norway                                100%
Dun & Bradstreet Outsourcing Services N.V.                             Belgium                               100%
Dun & Bradstreet Poland sp. zo.o.                                      Poland                                100%
Dun & Bradstreet Portfolios-Holland, Inc.                              Delaware                              100%
Dun & Bradstreet Portugal, Ltda.                                       Portugal                              100%
Dun & Bradstreet Program Management Services, Inc.                     Delaware                              100%
Dun & Bradstreet Properties Ltd.                                       England                               100%
Dun & Bradstreet Pty. Ltd.                                             Australia                             100%
Dun & Bradstreet RMS Franchise Corporation                             Delaware                              100%
Dun & Bradstreet S.A.                                                  Argentina                             100%
</TABLE>


<PAGE>   111


<TABLE>
<S>                                                                    <C>                              <C> 
Dun & Bradstreet S.A.                                                  Peru                             100%
Dun & Bradstreet S.A.                                                  Uruguay                          100%
Dun & Bradstreet, S.A. Sociedad de Informacion Crediticia              Mexico                            25%
Dun & Bradstreet S.p.A.                                                Italy                            100%
Dun & Bradstreet-Servicos De Consultadoria E Apoio A                   Portugal                         100%
Gestao De Contas Correntes, Lda.
Dun & Bradstreet Software Services Australia Holdings Pty.             Australia                        100%
Ltd.
Dun & Bradstreet Software Services Australia Pty. Limited              Australia                        100%
Dun & Bradstreet Software Services Holdings S.A.                       France                           100%
Dun & Bradstreet Software Services Iberica S.A.                        Spain                            100%
Dun & Bradstreet Software Services International, Inc.                 Georgia                          100%
Dun & Bradstreet Soliditet A/S                                         Norway                           100%
Dun & Bradstreet spol s. r. o.                                         Czech Republic                   100%
Dun & Bradstreet Sverige AB                                            Sweden                           100%
Dun & Bradstreet Telecenter B.V.                                       Netherlands                      100%
Dun & Bradstreet Teleupdate Center GmbH                                Germany                          100%
Dun & Bradstreet Unit Trust                                            Australia                        100%
Dun & Bradstreet Ventures, Inc.                                        Delaware                         100%
Dun & Bradstreet Zimbabwe (Private) Limited                            Zimbabwe                         100%
Dunbrad, Inc.                                                          Delaware                         100%
Duns Holding, Inc.                                                     Delaware                         100%
Duns Investing Corporation                                             Delaware                         100%
Duns Investing VI Corporation                                          Delaware                         100%
Duns Investing VII Corporation                                         Delaware                         100%
Duns Investing VIII Corporation                                        Delaware                         100%
Duns Investing IX Corporation                                          Delaware                         100%
Dunsgate Limited                                                       England                          100%
DunsNet, Inc.                                                          Delaware                         100%
E-Data Ventures Ltd.                                                   England                          100%
Eastvaal Credit Bureau (Pty) Ltd.                                      South Africa                      20%
eccelerate.com, Inc.                                                   Delaware                         100%
Enniscale Holdings Ltd.                                                England                          100%
Enshrine CA Ply. Ltd.                                                  Australia                         50%
Fillupar Leasing Partnership                                           Delaware                          98%
Giprec S.A.R.L.                                                        France                            20%
Greyling's Credit Control (Pty) Ltd. (South Africa)                    South Africa                      20%
Ifico-Buergel AG                                                       Switzerland                      100%
Information Trust Corporation (Pty.) Ltd.                              South Africa                      20%
Infotrade N.V.-S.A.                                                    Belgium                          100%
ITC Namibia (Pty) Ltd.                                                 South Africa                      20%
ITC-Vision (Pty.) Ltd.                                                 South Africa                      20%
Kosmos Business Information Limited                                    England                          100%
McCormack & Dodge (Argentina)                                          Argentina                        100%
McCormack & Dodge Mexico (Mexico)                                      Mexico                           100%
Microband of Virginia, Inc.                                            Virginia                          50%
MostMetals.com Limited                                                 England                          100%
MSA Do Brasil Sistemas E Metados Ltda.                                 Brazil                           100%
N.V. Dun & Bradstreet-Eurinform S.A.                                   Belgium/Delaware                 100%
Orefro L'Informazione S.p.A.                                           Italy                            100%
Palmetto Assurance Ltd.                                                Bermuda                          100%
Perfect Data International N.V.                                        Netherlands Antilles             100%
RMS Holdings, Inc.                                                     Delaware                         100%
</TABLE>


<PAGE>   112

S&W S.A.S.                                                    France        100%
Schimmelpfeng Inkasso GmbH                                    Germany       100%
Sicev-Societa Italiana Consulenze e Valutazioni S.p.A.        Italy         20%
SingBizInfo Pte. Ltd.                                         Singapore     45%
Socogestion S.A.S.                                            France        100%
Stubbs (Ireland) Ltd.                                         England       100%
Stubbs' Directories Ltd.                                      England       100%
Stubbs' Ltd.                                                  England       100%
The D&B Companies of Canada Ltd.                              Canada        100%
The Dun & Bradstreet Corporation Foundation (non-profit)      Delaware      100%
Trans Union Espana Credit Bureau, S.L.                        Spain         50%
Veri-Cheque (Pty.) Ltd.                                       South Africa  20%
Vlaamse Bedrifsdatabank N.V.-S.A.                             Belgium       100%
Who Owns Whom Ltd.                                            England       100%

<PAGE>   113

                                                                   SCHEDULE 6.01

                                 Existing Liens

None.

<PAGE>   114

                                                                       EXHIBIT A

                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

      Reference is made to the $[         ] Credit Agreement dated as of
September [],2000 (as amended, modified, supplemented or waived, the "Credit
Agreement"), among The New D&B Corporation (to be renamed The Dun & Bradstreet
Corporation), the Borrowing Subsidiaries party thereto, the Lenders party
thereto, The Chase Manhattan Bank, as Administrative Agent, Citibank, N.A., as
Syndication Agent, and The Bank of New York, as Documentation Agent. Capitalized
terms used but not defined herein shall have the meanings specified in the
Credit Agreement.

      1. The Assignor named below hereby sells and assigns, without recourse to
the Assignor, to the Assignee named below, and the Assignee hereby purchases and
assumes, without recourse to the Assignor, from the Assignor, effective as of
the Assignment Date set forth below, the interests set forth below (the
"Assigned Interest") in the Assignor's rights and obligations under the Credit
Agreement, including, without limitation, the interests set forth below in the
Commitment of the Assignor on the Assignment Date, and all Loans [(other than
Competitive Loans)], owing to the Assignor which are outstanding on the
Assignment Date. The Assignee hereby acknowledges receipt of a copy of the
Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a
party to and be bound by the provisions of the Credit Agreement and, to the
extent of the interests assigned by this Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and (ii) the Assignor shall, to
the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

      2. This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.16(e) of the
Credit Agreement, and (ii) if the Assignee is not already a Lender under the
Agreement, an Administrative Questionnaire in the form provided by the
Administrative Agent.

      3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.


                                      A-1

<PAGE>   115

Date of Assignment: ________________________________________________

Legal Name of Assignor: ____________________________________________

Legal Name of Assignee: ____________________________________________

Assignee's Address for Notices: ____________________________________

Effective Date of Assignment ("Assignment Date"): __________________


                                      A-2

<PAGE>   116

                          Principal Amount          Percentage Assigned of 
                          Assigned                  Commitment (set forth, 
                          (and identifying          to at least 8 decimals, as a
                          information               percentage of the Facility
                          as to individual          and the aggregate 
                          Competitive Loans, if     Commitments of
Facility                  any)                      all Lenders thereunder)
--------                  ----                      -----------------------

Commitment Assigned:      $                                                %

Revolving Loans:          $                                                %

[Competitive Loans:       $                                                %
                                                                           ]
The terms set forth herein 
are hereby agreed to:

                                        Accepted (if required):

_______________, as Assignor            THE NEW D&B CORPORATION


By:_____________________
   Name:                                By:_____________________
   Title:                                  Name:
                                           Title:

_______________,as Assignee
                                        THE CHASE MANHATTAN BANK,
                                        as Administrative Agent,


By:_____________________
   Name:                                By:_____________________
   Title:                                  Name:
                                           Title:


                                      A-3

<PAGE>   117

                                                                     EXHIBIT B-1

                      OPINION OF COUNSEL FOR THE BORROWER

                                              September 11, 2000

To (a) each of the lending institutions 
(the "Lenders") listed on Schedule 1 hereto 
which are parties on the date hereof to each 
of the Credit Agreements, dated as of September 
11, 2000 (the "Credit Agreements"), among 
The New D&B Corporation (the "Company"), the 
Borrowing Subsidiaries party thereto, the Lenders 
party thereto, The Chase Manhattan Bank, as 
Administrative Agent (in such capacity, the 
"Administrative Agent"), Citibank, N.A., as 
Syndication Agent and The Bank 
of New York, as Documentation Agent and 
(b) the Administrative Agent

Ladies and Gentlemen:

      I am President and Secretary of the Company and have acted as counsel to
the Company in connection with the preparation, execution and delivery of the
Credit Agreements. This opinion is delivered to you pursuant to Section 4.01(b)
of each Credit Agreement. Terms used herein which are defined in the Credit
Agreements shall have the respective meanings set forth in the Credit
Agreements, unless otherwise defined herein.

      In connection with this opinion, I have examined a copy of each Credit
Agreement signed by the Company and the Administrative Agent. I have also
examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, instruments and other documents and have made such
investigations as I have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, I
have relied upon certificates of public officials and of officers and
representatives of the Company. In addition, I have examined, and have relied as
to matters of fact, upon the representations made in each Credit Agreement.


                                     B-1-1

<PAGE>   118

      In rendering the opinions set forth below, I have assumed the genuineness
of all signatures (other than those on behalf of the Company), the legal
capacity of natural persons (other than employees of the Company), the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. I have assumed without independent investigation that each Credit
Agreement constitutes a valid and legally binding obligation of the
Administrative Agent and the Lenders.

      Based upon and subject to the foregoing, and subject to the assumptions,
qualifications and comments set forth herein, I am of the opinion that:

      1. The Company (a) is a corporation duly organized, validly existing and
in good standing under the laws of Delaware, (b) has all requisite corporate
power and authority to carry on its business as now conducted and (c) except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

      2. The Transactions are within the Company's corporate powers and have
been duly authorized by all necessary corporate action and, if required, action
of the stockholders of the Company. Each Credit Agreement has been duly executed
and delivered by the Company.

      3. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except for such consents, approvals, registrations, filings and other actions
the failure to obtain or make could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, except that the
Information Statement has not yet become effective and except for certain
filings and approvals related to the transfer of assets and stock of non-United
States entities, which filings and approvals are pending and the failure of
which to make or obtain could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate any applicable New York law or regulation
or the Delaware General Corporation Law or the charter or by-laws of the Company
or any order of any Governmental Authority applicable to the Company, except for
such violations which, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, (c) will not violate or result
in a default under any indenture, agreement or other instrument binding upon the
Company or any of its Subsidiaries, except for such violations and defaults
which, individually or in the aggregate, could not reasonably be expected to
result in a


                                     B-1-2

<PAGE>   119

Material Adverse Effect, and (d) will not result in the creation or imposition
of any Lien on any asset of the Company or any of its Material Subsidiaries.

      4. To my knowledge, after due inquiry, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or threatened against or affecting the Borrower or any of its
Subsidiaries (a) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect (other than
the Disclosed Matters) or (b) that involve the Credit Agreements or the
Transactions.

      5. Neither the Company nor any of its Subsidiaries is a "holding company"
as defined in, or subject to regulations under, the Public Utility Holding
Company Act of 1935.

      I am a member of the Bar of the State of New York and I do not express any
opinion on any laws other than the law of the State of New York and the General
Corporation Law of the State of Delaware.

      This opinion is rendered to you in connection with the above-described
transaction. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person, firm or corporation without my prior written
consent.

                                        Very truly yours,


                                        David J. Lewinter


                                     B-1-3

<PAGE>   120

                                                                      Schedule 1

                                     LENDERS

The Chase Manhattan Bank
Citibank, N.A.
The Bank of New York
Bank of Montreal
Bank of Tokyo - Mitsubishi Trust Company
Barclays Bank PLC
First Union National Bank
HSBC Bank USA
SunTrust Bank, Atlanta
The Northern Trust Company


                                     B-1-4

<PAGE>   121

                                                                     EXHIBIT B-2

                   OPINION OF SPECIAL COUNSEL FOR THE BORROWER

                                               September [ ], 2000

To (a) each of the lending institutions 
(the "Lenders") listed on Schedule 1 hereto 
which are parties on the date hereof to each 
of the Credit Agreements, dated as of September [ ], 
2000 (the "Credit Agreements"), among 
The New D&B Corporation (the 
"Company"), the Borrowing Subsidiaries 
party thereto, the Lenders party thereto, 
The Chase Manhattan Bank, as Administrative 
Agent (in such capacity, the "Administrative 
Agent"), Citibank, N.A., as Syndication
Agent, and The Bank of New York, as Documentation 
Agent, and (b) the Administrative Agent

Ladies and Gentlemen:

      We have acted as special counsel to the Company in connection with the
preparation, execution and delivery of the Credit Agreements. This opinion is
delivered to you pursuant to Section 4.01(b) of each Credit Agreement. Terms
used herein which are defined in the Credit Agreements shall have the respective
meanings set forth in the Credit Agreements, unless otherwise defined herein.

      In connection with this opinion we have examined a copy of each Credit
Agreement signed by the Company and the Administrative Agent. We have also
examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, instruments and other documents and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Company. In addition, we have examined, and have relied
as to matters of fact upon, the representations made in each Credit Agreement.


                                     B-2-1

<PAGE>   122

      In rendering the opinions set forth below, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents. We have assumed
without independent investigation that (a) each Credit Agreement has been duly
authorized, executed and delivered by the Company, (b) the Company has been duly
incorporated and is validly existing and in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and authority to
execute, deliver and perform its obligations under each Credit Agreement, (c)
the execution, delivery and performance of each Credit Agreement by the Company
(i) has been duly authorized by all necessary corporate action on its part, (ii)
does not contravene its certificate of incorporation or by-laws or, except as
set forth in paragraph 2 below, violate, or require any consent not obtained
under, any applicable law or regulation or any order, writ, injunction or decree
of any court or other Governmental Authority binding upon it and (iii) does not
violate, or require any consent not obtained under, any Contractual Obligation
applicable to or binding upon it, and (d) each Credit Agreement constitutes a
valid and legally binding obligation of the Administrative Agent and the
Lenders.

      Based upon and subject to the foregoing, and subject to the assumptions,
qualifications and comments set forth herein, we are of the opinion that:

      1. Each Credit Agreement constitutes a valid and legally binding
obligation of the Company enforceable against it in accordance with its terms.

      2. The execution, delivery and performance of each Credit Agreement by the
Company will not violate any Federal or New York statute or any rule or
regulation issued pursuant to any Federal or New York statute.

      3. The Company is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

      Our opinion in paragraph 1 above is subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law), (iii) an implied covenant of good faith and fair dealing and (iv) the
effects of the possible judicial application of foreign laws or foreign
governmental or judicial action affecting creditors' rights.

      We express no opinion with respect to: (a) the effect of any provision of
the Credit Agreements which is intended (i) to establish any standard as the


                                     B-2-2

<PAGE>   123

measure of the performance by any party thereto of such party's obligations of
good faith, diligence, fair dealing, reasonableness or care or (ii) to permit
modification thereof only by means of an agreement in writing signed by the
parties thereto; (b) the effect of any provision of the Credit Agreements
insofar as it provides that any Person purchasing a participation from a Lender
or other Person may exercise set-off or similar rights with respect to such
participation or that any Lender or other Person may exercise set-off or similar
rights other than in accordance with applicable law; (c) the effect of any
provision of the Credit Agreements imposing penalties or forfeitures; (d) the
effect of any provision of the Credit Agreements relating to indemnification or
exculpation in connection with violations of any securities laws or relating to
indemnification, contribution or exculpation in connection with willful,
reckless or criminal acts or gross negligence of the indemnified or exculpated
Person or the Person receiving contribution; (e) any provision of the Credit
Agreements which purports to provide for a waiver by the Company of any
immunity, defense or right which may be available to the Company; and (f) any
provision of the Credit Agreements which purports to establish an evidentiary
standard for determinations by any Person.

      We note that (A) a New York statute provides that, with respect to a
foreign currency obligation, a court of the State of New York shall render a
judgment or decree in such foreign currency and such judgment or decree shall be
converted into currency of the United States at the rate of exchange prevailing
on the date of entry of such judgment or decree and (B) with respect to a
foreign currency obligation, a United States Federal court in New York may award
judgment in United States dollars, provided that we express no opinion as to the
rate of exchange such court would apply.

      In connection with the provisions of each Credit Agreement whereby the
Company submits to the jurisdiction of the courts of the United States of
America located in the State of New York, we note the limitations of 28 U.S.C.
ss.ss. 1331 and 1332 on subject matter jurisdiction of the Federal courts. In
connection with the provisions of each Credit Agreement which relate to forum
selection of the courts of the United States located in the Borough of
Manhattan, City of New York and State of New York (including, without
limitation, any waiver of any objection to venue or any objection that a court
is an inconvenient forum), we note such court's discretion to transfer an action
from one Federal court to another under 28 U.S.C. ss. 1404(a).

      We are members of the Bar of the State of New York, and we do not express
any opinion concerning any law other than the law of the State of New York and
the Federal laws of the United States of America.


                                     B-2-3

<PAGE>   124

      This opinion letter is rendered to you in connection with the
above-described transaction. This opinion letter may not be relied upon by you
for any other purpose, or relied upon by any other person, firm or corporation
without our prior written consent.
  
                                  Very truly yours,


                                 SIMPSON THACHER & BARTLETT


                                     B-2-4

<PAGE>   125

                                                                      Schedule 1

                                     LENDERS

The Chase Manhattan Bank
Citibank, N.A.
The Bank of New York
Bank of Montreal
Bank of Tokyo - Mitsubishi Trust Company
Barclays Bank PLC
First Union National Bank
HSBC Bank USA
SunTrust Bank, Atlanta
The Northern Trust Company


                                     B-2-5

<PAGE>   126

                                                                       EXHIBIT C

                   OPINION OF COUNSEL FOR BORROWING SUBSIDIARY

                                                                [Effective Date]

To the Lenders and the Administrative
 Agent Referred to Below
c/o The Chase Manhattan Bank, as
 Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

            We have acted as counsel for [            ], a [   ] corporation
(the "Borrower"), in connection with (i) the Borrowing Subsidiary Agreement
dated as of_________ (the "Agreement"), among The New D&B Corporation (to be
renamed The Dun & Bradstreet Corporation) (the "Company"), the Borrower and The
Chase Manhattan Bank, as Administrative Agent and (ii) the $[            ]
Credit Agreement dated as of September [  ], 2000 (the "Credit Agreement"),
among the Company, the Borrowing Subsidiaries party thereto, the banks and other
financial institutions identified therein as Lenders, The Chase Manhattan Bank,
as Administrative Agent, Citibank, N.A., as Syndication Agent, and The Bank of
New York, as Documentation Agent. Terms defined in the Credit Agreement are used
herein with the same meanings.

            We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.

            Upon the basis of the foregoing, we are of the opinion that:

            1. The Borrower (a) is a corporation duly organized, validly
existing and in good standing under the laws of [     ], (b) has all requisite
corporate power and authority to carry on its business as now conducted and (c)


                                      C-1

<PAGE>   127

except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

            2. The Transactions are within the Borrower's corporate powers and
have been duly authorized by all necessary corporate and, if required, action of
the stockholders of the Borrower. The Agreement has been duly executed and
delivered by the Borrower and the Agreement and the Credit Agreement each
constitutes a valid and legally binding obligation of the Borrower, enforceable
in accordance with its respective terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law), an implied
covenant of good faith and fair dealing and the effects of the possible judicial
application of foreign laws or foreign governmental or judicial action affecting
creditors' rights.

            3. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except for such consents, approvals, registrations, filings and other actions
the failure to obtain or make could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect, (b) will not
violate any applicable New York law or regulation or the Delaware General
Corporation Law or the charter or by-laws of the Borrower or any order of any
Governmental Authority applicable to the Borrower, except for such violations
which, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, (c) will not violate or result in a default
under any indenture, agreement or other instrument binding upon the Borrower or
any of its Subsidiaries or its assets, except for such violations and defaults
which, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Material
Subsidiaries.

            [4. There is no income, stamp or other tax of the government of
[jurisdiction of Borrower], or any taxing authority thereof or therein, imposed
by or in the nature of withholding or otherwise, which is imposed on any payment
to be made by the Borrower pursuant to the Credit Agreement or its Notes, or
imposed on or by virtue of the execution, delivery or enforcement of the
Agreement, the Credit Agreement or its Notes.](1)

----------
(1)   Given when Borrowing Subsidiary is a foreign Subsidiary.


                                      C-2

<PAGE>   128

            5. (a) The Borrower is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended and (b) neither the
Borrower nor any of its Subsidiaries is a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

            [Qualifications and exceptions reasonably satisfactory to the
Administrative Agent]

            We are members of the bar of the [        ] and the foregoing
opinion is limited to the laws of the [     ]. This opinion is rendered solely
to you in connection with the above matter. This opinion may not be relied upon
by you for any other purpose or relied upon by any other Person (other than your
successors and assigns as Lenders and Persons that acquire participations in
your Loans) without our prior written consent.

                                     Very truly yours,

   
                                     [        ]


                                      C-3

<PAGE>   129

                                                                       EXHIBIT D

                                     FORM OF

                              BORROWING SUBSIDIARY AGREEMENT dated as of
                        [     ], 20[  ], among THE NEW D&B CORPORATION (to be
                        renamed The Dun & Bradstreet Corporation), a Delaware
                        corporation (the "Company"), [Name of Borrowing
                        Subsidiary], a [      ] corporation (the "New Borrowing
                        Subsidiary"), The Chase Manhattan Bank, as
                        Administrative Agent (the "Administrative Agent"),
                        Citibank, N.A., as Syndication Agent, and The Bank of
                        New York, as Documentation Agent.

            Reference is hereby made to the $[                 ] Credit
Agreement dated as of September [ ], 2000 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Company, the
Borrowing Subsidiaries party thereto, the Lenders party thereto, the
Administrative Agent, Citibank, N.A., as Syndication Agent, and The Bank of New
York, as Documentation Agent. Capitalized terms used herein but not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms
and subject to the conditions therein set forth, to make Loans to the Borrowing
Subsidiaries, and the Company and the New Borrowing Subsidiary desire that the
New Borrowing Subsidiary become a Borrowing Subsidiary. The Company represents
that it owns or Controls at least []% of the voting power of the New Borrowing
Subsidiary. Each of the Company and the New Borrowing Subsidiary represent and
warrant that the representations and warranties of the Company in the Credit
Agreement relating to the Borrowing Subsidiary and this Agreement are true and
correct on and as of the date hereof. The Company agrees that the Guarantee of
the Company contained in the Credit Agreement will apply to the Obligations of
the New Borrowing Subsidiary. Upon execution of this Agreement by each of the
Company, the New Borrowing Subsidiary and the Administrative Agent, the New
Borrowing Subsidiary shall be a party to the Credit Agreement and shall
constitute a "Borrowing Subsidiary" and a "Borrower" for all purposes thereof,
and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of
the Credit Agreement.

            This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


                                      D-1

<PAGE>   130

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their authorized officers as of the date first appearing above.

                                       THE NEW D&B CORPORATION


                                       By: ___________________________
                                           Name:
                                           Title:


                                       [NAME OF NEW BORROWING
                                       SUBSIDIARY]


                                       By: ___________________________
                                           Name:
                                           Title:


                                       THE CHASE MANHATTAN BANK,
                                          as Administrative Agent


                                       By: ___________________________
                                           Name:
                                           Title:


                                      D-2

<PAGE>   131

                                                                       EXHIBIT E

                                     FORM OF
                        BORROWING SUBSIDIARY TERMINATION

The Chase Manhattan Bank,
as Administrative Agent
for the Lenders referred to below
c/o The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017

                                                                          [Date]

Ladies and Gentlemen:

      The undersigned, The New D&B Corporation (to be renamed the Dun &
Bradstreet Corporation) (the "Company"), refers to the $[            ] Credit
Agreement dated as of September [], 2000 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Company, the
Borrowing Subsidiaries party thereto, the Lenders party thereto, The Chase
Manhattan Bank, as Administrative Agent, Citibank, N.A., as Syndication Agent,
and The Bank of New York, as Documentation Agent. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

      The Company hereby terminates the status of [              ] (the
"Terminated Borrowing Subsidiary") as a Borrowing Subsidiary under the Credit
Agreement. [The Company represents and warrants that no Loans made to the
Terminated Borrowing Subsidiary are outstanding as of the date hereof and that
all amounts payable by the Terminated Borrowing Subsidiary in respect of
interest and/or fees (and, to the extent notified by the Administrative Agent or
any Lender, any other amounts payable under the Credit Agreement) pursuant to
the Credit Agreement have been paid in full on or prior to the date hereof.]
[The Company acknowledges that the Terminated Borrowing Subsidiary shall
continue to be a Borrowing Subsidiary until such time as all Loans made to the
Terminated Borrowing Subsidiary shall have been prepaid and all amounts payable
by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and,
to the extent notified by the Administrative Agent or any Lender, any other
amounts payable under the Credit Agreement) pursuant to the Credit Agreement
shall have been paid in full, provided that the Terminated Borrowing Subsidiary
shall not have the right to make further Borrowings, under the Credit
Agreement.]


                                      E-1

<PAGE>   132

      This instrument shall be construed in accordance with and governed by the
laws of the State of New York.

                                       Very truly yours,
               
                                       THE NEW D&B CORPORATION


                                       By: ___________________
                                           Name:
                                           Title:


                                      E-2

<PAGE>   133

                                                                       EXHIBIT F

                                     FORM OF
                              NON-BANK CERTIFICATE

      Reference is made to the credit Agreement, dated as of September [  ],
2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement") among The New D&B Corporation (to be renamed The Dun &
Bradstreet Corporation), a Delaware corporation (the "Company"), the several
banks and other financial institutions from time to time parties thereto, The
Chase Manhattan Bank, as Administrative Agent, Citibank, N.A., as Syndication
Agent, and The Bank of New York, as Documentation Agent. Capitalized terms used
but not defined herein shall have the meanings set forth in the Credit
Agreement.

      _____________ (the "Lender") is provided this certificate pursuant to
subsection 2.16(e) of the Credit Agreement. The Lender hereby represents and
warrants that:

      1. The Lender is the sole record and beneficial owner of the Loans or the
obligations evidenced by Note(s) in respect of which it is providing this
certificate.

      2. The Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the
Internal Revenue Code of 1986, as amended (the "Code"). In this regard, the
Lender further represents and warrants that:

            (a) the Lender is not subject to regulatory or other legal
      requirements as a bank in any jurisdiction; and

            (b) the Lender has not been treated as a bank for purposes of any
      tax, securities law or other filing or submission made to any governmental
      Authority, any application made to a rating agency or qualification for
      any exemption from tax, securities law or other legal requirements;

      3. The Lender is not a 10-percent shareholder of the Company within the
meaning of Section 881(c)(3)(B) of the Code; and

      4. The Lender is not a controlled foreign corporation receiving interest
from a related person within the meaning of Section 881(c)(3)(C) of the Code.

      IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

Dated: ________________                  [NAME OF LENDER]


                                         By:
______________________
                                         Name:
                                         Title:


                                      F-1

<PAGE>   134

                                                                       EXHIBIT G

                              ASSUMPTION AGREEMENT

      AGREEMENT dated as of _______________, 20__ among [The New D&B Corporation
(to be renamed The Dun & Bradstreet Corporation)] (the "Company"), [NAME OF
BANK] (the "Bank") and The Chase Manhattan Bank, as Administrative Agent (the
"Administrative Agent").

      WHEREAS, this Assumption Agreement (the "Agreement") relates to the Credit
Agreement dated as of September [  ], 2000 among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto, the Administrative Agent,
Citibank, N.A., as Syndication Agent, and The Bank of New York, as Documentation
Agent (as amended from time to time, the "Credit Agreement");

      WHEREAS, as permitted by Section 2.08(d) of the Credit Agreement, the
Company proposes to increase the aggregate amount of the Facility Commitments;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1. Definitions. All capitalized terms not otherwise defined herein
have the respective meanings set forth in the Credit Agreement.

      SECTION 2. Assumed Commitment. Effective as of the date hereof, the Bank
hereby [increases its existing Facility Commitment from $[          ] to
$[          ]](2) [assumes a Facility Commitment equal to $[               ]](3)
(the "Assumed Commitment"). [From and after the date hereof, the Bank shall be a
party to and bound by the provisions of the Credit Agreement and, to the extent
of the Assumed Commitment, all the rights and obligations of a Lender under the
Credit Agreement.](4)

      [SECTION 3. Revolving Loans. The Bank shall make a Revolving Loan to the
Company on the date hereof in accordance with Section 2.06 in an amount equal to
such Bank's pro rata share of the principal amount of all outstanding Revolving
Loans on the date hereof after giving effect to the Assumed Commitment.](5)

----------
      (2)   If the Bank is an existing Lender.

      (3)   If the Bank is not an existing Lender.

      (4)   If the Bank is not an existing Lender.

      (5)   If Loans are outstanding on the effective date of this Agreement.


                                      G-1

<PAGE>   135

      [SECTION 4. Additional Documentation. The Bank, upon execution of this
Agreement, shall deliver to the Administrative Agent, [any documentation
required to be delivered by the Bank pursuant to Section 2.16(e) of the Credit
Agreement,](6) [and an Administrative Questionnaire in the form provided by the
Administrative Agent](7).]

      SECTION 5. Representations of the Company. The Company hereby confirms
that (a) the increase in the aggregate amount of the Facility Commitments and
the transactions set forth herein have been duly authorized by all necessary
corporate action and (b) at the time of and immediately after giving effect to
the increase in the aggregate amount of the Facility Commitments and the
transactions set forth herein, (i) the representations and warranties of the
Company set forth in the Credit Agreement are true and correct on and as of the
date hereof and (ii) no Default has occurred and is continuing.

      SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

      SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

----------
      (6)   If the Bank is a Foreign Lender.

      (7)   If the Bank is not an existing Lender.


                                      G-2

<PAGE>   136

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                       [NAME OF BANK]


                                       By: ____________________________
                                       Name:
                                       Title:


                                       THE NEW D&B CORPORATION


                                       By: ____________________________
                                       Name:
                                       Title:


                                       THE CHASE MANHATTAN BANK


                                       By: ____________________________
                                       Name:
                                       Title:


                                      G-3

<PAGE>   137


                                      G-4



<PAGE>   1
                                                                   Exhibit 10.19


                                                                  EXECUTION COPY


                                  D&B GUARANTY


         This D&B GUARANTY (the "AGREEMENT") is given by THE DUN & BRADSTREET
CORPORATION, a Delaware corporation ("D&B") as of this 1st day of April, 1997,
for and in favor of UTRECHT-AMERICA FINANCE CO., a Delaware corporation
("UTRECHT-AMERICA"), and Leiden, Inc., a Delaware corporation ("LEIDEN" and
together with Utrecht-America, the "INVESTORS").


                                  INTRODUCTION

         Duns Investing VII Corporation (the "GENERAL PARTNER"), Duns Holding,
Inc. ("HOLDING"), Dun & Bradstreet, Inc. ("DBI"), Utrecht-America and Leiden are
partners in D&B Investors L.P., a Delaware limited partnership (the
"PARTNERSHIP"), pursuant to the Amended and Restated Agreement of Limited
Partnership of D&B Investors L.P., dated as of the date hereof (the "PARTNERSHIP
AGREEMENT"). Each of the General Partner, DBI and Holding is a Wholly Owned
Affiliate of D&B.

         As a material inducement to the Investors to enter into the Partnership
Agreement, D&B has agreed to enter into this Agreement for and in favor of the
Investors, pursuant to which D&B guarantees certain obligations of the General
Partner, DBI and Holding and has agreed to other covenants and representations
and warranties in favor of the Investors.

         NOW, THEREFORE, in consideration of the premises, D&B hereby agrees,
for the benefit and in favor of the Investors and their successors and assigns
(collectively referred to herein, together with their respective officers,
directors, employees, agents and Affiliates, as the "INDEMNITEE"), as follows:

         SECTION 1. DEFINITIONS.

         Capitalized terms used in this Agreement which are defined in the
Partnership Agreement and not otherwise defined herein shall have the respective
meanings set forth in the Partnership Agreement. All other capitalized terms
used in this Agreement shall have the respective meanings set forth below:

                  "1934 ACT" means the U.S. Securities and Exchange Act of 1934,
         as amended.

                  "CONSOLIDATED SUBSIDIARY" means, as to any Person, each
         Subsidiary of such Person (whether now existing or hereafter created or
         acquired) the financial statements of which shall be (or should have
         been) consolidated with the financial statement of such Person in
         accordance with GAAP.


<PAGE>   2

                  "CONTROL" means beneficial ownership of, or control or power
         to vote, outstanding securities of D&B representing more than 25% of
         the aggregate ordinary voting power represented by the issued and
         outstanding securities of D&B.

                  "D&B EVENT" has the meaning set forth in Section 9 hereof.

                  "DBI" means Dun & Bradstreet, Inc., a Delaware corporation.

                  "DBI CONTRIBUTION AGREEMENT" means the Contribution Agreement,
         dated as of the date hereof, between DBI and Holding.

                  "DEBT" has the meaning set forth in Section 8(d)(i) hereof.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         the rulings issued thereunder.

                  "ERISA AFFILIATE" means any corporation or trade or business
         which is a member of the same controlled group of corporations (within
         the meaning of Section 414(c) of the Code) as D&B or is under common
         control (within the meaning of Section 414(c) of the Code) with D&B.

                  "GAAP" means generally accepted accounting principles in the
         United States.

                  "GOVERNMENTAL AUTHORITY" means (i) any governmental or
         political subdivision thereof whether foreign or domestic, federal,
         state, county, municipal or regional or any other governmental
         authority, (ii) any agency or instrumentality of any such government,
         policy subdivision or other governmental entity, (iii) any court,
         arbitral tribunal or arbitrator and (iv) any non-governmental
         regulating body, to the extent that the rules, regulations or orders of
         such body have the force of law.

                  "GUARANTY" has the meaning set forth in Section 2(a) hereof.

                  "HOLDING CONTRIBUTION AGREEMENT" means the Contribution
         Agreement, dated as of the date hereof, between Holding and the
         Partnership.

                  "INDEBTEDNESS" means, as to any Person, without duplication
         (i) all indebtedness (including principal, interest, fees and charges)
         of such Person for borrowed money or for the deferred purchase price of
         property or services, (ii) all guaranties by, or similar contingent
         obligations of, such Person of the liabilities of the types described
         in clause (i) of another Person, and (iii) all liabilities of the types
         described in clause (i) herein secured by any Lien on any property
         owned by such Person, whether or not such liabilities have been assumed
         by such Person; provided that such term shall not include trade
         payables arising in the ordinary course of business.

                  "INVESTMENT DOCUMENTS" means this Agreement, the Partnership
         Agreement, the Holding Contribution Agreement, the DBI Contribution
         Agreement, and the Lease Agreement.


<PAGE>   3


                  "LEGAL RESTRICTION" means any federal, state, local or foreign
         statute, law (including common law), regulation, ordinance, code, rule,
         judgment, order, writ, injunction, decree, Permit, concession, grant,
         franchise, license, agreement or other governmental restriction, or any
         applicable interpretation, guideline or other policy document issued by
         a Governmental Authority or its staff, to the extent that such
         interpretation, guideline or policy has the force of law or would
         customarily be complied with in the ordinary course of conduct of
         business by a Person subject to such interpretation, guideline or
         policy.

                  "LIEN" has the meaning set forth in Section 8(d) hereof.

                  "MATERIAL SUBSIDIARY" means, at any time, any Subsidiary of
         D&B other than the Partnership that (i) is any of the General Partner,
         DBI or Holding or (ii) has total assets (as shown on the most recent
         balance sheet of such Subsidiary prepared in accordance with GAAP) of
         U.S. $150,000,000 or more.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan defined as
         such in Section 3(37) of ERISA to which contributions have been made by
         D&B or any ERISA Affiliate and which is covered by Title IV of ERISA.

                  "PARTNERSHIP" has the meaning set forth in the "Introduction."

                  "PARTNERSHIP AGREEMENT" has the meaning set forth in the
         "Introduction."

                  "PERFORMANCE OBLIGATIONS" has the meaning set forth in Section
         2(a) hereof.

                  "PERMIT" means any application, action, approval, consent,
         waiver, exemption, variance, franchise, order, permit, certificate,
         authorization, right or license of or from any Person.

                  "PLAN" means any "EMPLOYEE PENSION BENEFIT PLAN", as defined
         in Section 3(2) of ERISA, and any "EMPLOYEE WELFARE BENEFIT PLAN", as
         defined in Section 3(1) of ERISA.

                  "SUBSIDIARY" means, as to any Person (i) any corporation of
         which at least a majority of the outstanding shares of stock whose
         class or classes have by the terms thereof ordinary voting power to
         elect a majority of the board of directors of such corporation
         (irrespective of whether or not at the time stock of any other class or
         class of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time directly or
         indirectly owned or controlled by such Person or one or more
         Subsidiaries of such Person or by such Person and one or more
         Subsidiaries of such Person and (ii) any partnership or other entity in
         which such Person or one or more Subsidiaries of such Person shall have
         an ownership or controlling interest (whether in the form of voting or
         participation in profits or capital contribution) of more than fifty
         percent (50%). "WHOLLY OWNED SUBSIDIARY" means any Subsidiary of which
         all of such shares or ownership interests, other than (in the case of a
         corporation) directors' qualifying shares, are so owned or controlled.


         SECTION 2. OBLIGATIONS.


<PAGE>   4


         (a) PERFORMANCE GUARANTY. D&B hereby absolutely, unconditionally and
irrevocably guarantees to each Indemnitee the due and punctual performance by
the General Partner (in its corporate capacity and as General Partner or the
Liquidator), DBI and Holding of the terms, conditions, undertakings, covenants,
obligations and indemnities to be performed or observed by them under the
Partnership Agreement and each other Investment Document to which any of them
are parties, as applicable, and under applicable law (such obligations of
performance are hereinafter referred to as the "PERFORMANCE OBLIGATIONS"; such
guaranty of the Performance Obligations is hereinafter referred to as the
"GUARANTY").

         (b) GENERAL INDEMNIFICATION.

                  (i) D&B hereby agrees, absolutely, unconditionally and
         irrevocably, to indemnify and hold harmless, to the maximum extent
         permitted by law, each Indemnitee from all liability, loss or damage
         (including without limitation any special, indirect, direct, or
         consequential damages) and reasonable out-of-pocket costs and expenses
         any of them may incur or suffer (including without limitation
         reasonable attorneys' fees and expenses) as a result of any
         misstatement of any material fact contained in any representation or
         warranty made by D&B, the General Partner, DBI or Holding, in, or any
         breach or default by any of them in the due and punctual performance of
         any covenant, obligation or indemnity under, any Investment Document to
         which any of them are parties.

                  (ii) Without limiting the generality of the foregoing, D&B
         agrees to pay each Class A Limited Partner delay damages for (x) the
         failure by the Liquidator to pay the full amount of such Class A
         Limited Partner's Capital Account within the time period required by
         Section 12.02 of the Partnership Agreement, (y) the failure by any D&B
         Partner to pay the Purchase Price to any Class A Limited Partner within
         the time period required in Section 14.03 of the Partnership Agreement,
         or (z) the failure of the Partnership to distribute and pay to such
         Class A Limited Partner on the applicable Retirement Date the amounts
         required to be so distributed and paid pursuant to Section 10.08(b) of
         the Partnership Agreement. Delay damages for any such Class A Limited
         Partner shall be in an amount, accrued and payable daily without
         demand, calculated as the excess, if any, of (A) an amount equal to
         interest at 2.5% per annum in excess of the London Inter Bank Offered
         Rate at approximately 11:00 a.m. London time on such day for three
         month Eurodollar deposits offered by prime banks in the Eurodollar
         market on the amount not distributed or paid over (B) any amount of
         Priority Return (whether distributed or paid as part of the Purchase
         Price) paid to such Class A Limited Partner.

         SectioN 3. OBLIGATION ABSOLUTE. To the maximum extent permitted by law,
the obligation of D&B under the Guaranty shall be absolute and unconditional
irrespective of:

         (a) Any lack of validity or enforceability of any of the Performance
Obligations or any provision of applicable law or regulation purporting to
prohibit the Performance Obligations; or

         (b) Any change in the time, manner or place of performance, or
 in any
other term, of all or any of the Performance Obligations, or any other amendment
or waiver of or any consent 


<PAGE>   5


to departure from the Investment Documents, including, without limitation, any
increase in or modification of the Performance Obligations or the dissolution of
the Partnership; or

         (c) Any change, restructuring or termination of the corporate
structure, existence or ownership of the Partnership, the General Partner, DBI
or Holding; or

         (d) Any other circumstance, including without limitation any statute of
limitation, which might otherwise constitute a defense (other than a defense of
payment or performance) available to, or a discharge of, the General Partner,
DBI, Holding or D&B or a guarantor or indemnitor generally; or

         (e) Any act or omission of any Indemnitee or any past or future
Indemnitee; or

         (f) The existence of any claims, setoff or other right that D&B may
have hereunder or under any other document at any time against any Indemnitee,
the Partnership, the General Partner, DBI, Holding, or any other Person (but the
foregoing shall not constitute a waiver or surrender of any such rights).

Without limiting the generality of the foregoing, D&B's liability hereunder
shall extend to all liability, loss or damage and reasonable out-of-pocket costs
and expenses incurred or suffered by an Indemnitee arising from any breach of or
failure to perform any Performance Obligations for which the General Partner,
DBI or Holding would have been obligated under the Investment Documents but for
the fact that such Performance Obligation is unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
the General Partner, DBI or Holding, as the case may be. The obligations of D&B
under this Agreement are independent of the Performance Obligations and a
separate action or actions may be brought and prosecuted against D&B to enforce
this Agreement, irrespective of whether any action is brought against the
General Partner, DBI or Holding or whether the General Partner, DBI or Holding
is joined in any such action or actions. Such action or actions may be brought
by the Indemnitee without the necessity of joining any prior Indemnitee in such
action or actions. D&B's obligations under this Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any payment by
D&B, the General Partner, DBI or Holding in satisfaction of any of their
respective Performance Obligations is rescinded or must otherwise be returned
upon the insolvency, bankruptcy or reorganization of any of D&B, the
Partnership, the General Partner, DBI or Holding or otherwise, all as though
such payment had not been made.

         SECTION 4. WAIVER. D&B hereby waives promptness, presentment, demand,
protest, diligence, and any other notice with respect to any of the Performance
Obligations and D&B's obligations under this Agreement and any requirement that
the Indemnitee exhaust any right or take any action against the Partnership, the
General Partner, DBI or Holding or any other person or entity.

         SECTION 5. SUBROGATION.

         (a) D&B understands that the exercise by any Indemnitee of certain
rights and remedies contained in the Investment Documents may affect or
eliminate D&B's right of subrogation against the General Partner, DBI or Holding
and that D&B may therefore incur a partially or totally non-reimbursable
liability hereunder; nevertheless, D&B hereby authorizes 


<PAGE>   6

and empowers each Indemnitee to exercise any right or remedies, or any
combination thereof, which may then be available even if the effect of such
exercise is to affect or eliminate D&B's right of subrogation as aforesaid,
since it is the intent and purpose of D&B that the obligations of D&B hereunder
shall be absolute, independent and unconditional under any and all
circumstances.

         (b) D&B shall not exercise any rights which it may acquire by way of
subrogation under this Agreement, by any payment made hereunder or otherwise,
until all the Performance Obligations shall have been indefeasibly paid in full
in cash or performed in full. If any amount shall be paid to D&B on account of
such subrogation rights at any time when all the Performance Obligations shall
not have been paid in full in cash, such amount shall be held in trust for the
benefit of the Indemnitee and shall forthwith be paid to the Indemnitee to be
credited and applied to the Performance Obligations, whether matured or
unmatured, in accordance with the terms of the Investment Documents. If (i) D&B
shall make payment to the Indemnitee of all or any part of the Performance
Obligations and (ii) all the Performance Obligations shall be paid in full in
cash, the Indemnitee shall, at D&B's request and expense, execute and deliver to
D&B appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to D&B of an
interest in the Performance Obligations resulting from such payment by D&B.

         SECTION 6. COSTS OF ENFORCEMENT. D&B hereby agrees to pay any and all
reasonable out-of-pocket costs and expenses (including attorneys' fees and
expenses) incurred by any Indemnitee in maintaining and enforcing any rights
under this Agreement.


         SECTION 7. REPRESENTATIONS AND WARRANTIES. D&B hereby represents and
warrants as follows:

         (a) EXISTENCE AND POWER. Each of D&B and its Material Subsidiaries (i)
is a corporation duly organized and validly existing under the laws of the
jurisdiction of its incorporation (or, in the case of a Subsidiary that is not a
corporation, is a partnership or other entity duly organized and validly
existing under the laws of its jurisdiction of organization); (ii) has all
corporate or partnership power (as applicable), and has all material Permits,
necessary to own its assets and carry on its business as now being or as
proposed to be conducted; and (iii) is qualified to do business as a foreign
corporation in all jurisdictions in which the nature of the business conducted
by it makes such qualification necessary and where failure to so qualify would
have a material adverse effect on the consolidated financial condition,
operations, business, or prospects of D&B and its Consolidated Subsidiaries,
taken as a whole.

         (b) AUTHORITY; VALIDITY. D&B has all necessary corporate power and
authority to execute, deliver and perform its obligations under each Investment
Document to which it is a party; the execution, delivery and performance by D&B
of each Investment Document to which it is a party have been duly authorized by
all necessary corporate action on its part; and each Investment Document to
which it is a party has been duly and validly executed and delivered by D&B and
constitutes the legal, valid and binding obligation of D&B, enforceable in
accordance with its terms.


<PAGE>   7

         (c) CONFLICTS; CONSENTS. None of the execution and delivery by D&B of
this Agreement or any other Investment Document, the consummation by D&B of the
transactions herein or therein contemplated and compliance by D&B with the terms
and provisions hereof or thereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws of D&B, or any applicable
Legal Restriction, or any order, writ, injunction or decree of any Governmental
Authority, or any agreement or instrument to which D&B is a party or by which it
is bound or to which it is subject, or constitute a default under any such
agreement or instrument, except any conflict, breach, or default that would not
have a material adverse effect on D&B or any consent that, if not obtained,
would not have a material adverse effect on D&B.

         (d) FINANCIAL STATEMENTS.

                  (i) The consolidated statements of financial position of D&B
         and its subsidiaries as of December 31, 1995 and 1996 and the related
         combined statements of income and cash flows for the two fiscal years
         ended December 31, 1996, with the opinion thereon of Coopers & Lybrand
         L.L.P., copies of which have been delivered to the Investors, fairly
         present in all material respects, in conformity with GAAP, the combined
         financial position of D&B and its subsidiaries as of such date and
         their combined results of operations and cash flows for such fiscal
         year.

                  (ii) Since December 31, 1996, there has been no material
         adverse change in the business, financial position, results of
         operations or prospects of D&B and its subsidiaries taken as a whole.

         (e) APPROVALS. No waiver, consent or approval by, notification of or
filing with, or any other action by, any Person is required in connection with
the execution, delivery and performance by D&B of this Agreement or the
consummation by D&B of the transactions contemplated hereby.

         (f) PENSION PLANS. D&B and its ERISA Affiliates have fulfilled their
respective obligations under the minimum funding standards of ERISA and the Code
with respect to each Plan and are in compliance in all material respects with
the presently applicable provisions of ERISA and the Code, and have not incurred
any liability to the Pension Benefit Guaranty Corporation or any Plan or
Multiemployer Plan (other than to make contributions in the ordinary course of
business).

         (g) LITIGATION. Except as stated in D&B's Annual Report on Form 10-K
for the year ended December 31, 1996, there is no action, suit or proceeding
pending against, or to the best knowledge of D&B, threatened against or
affecting, D&B or any of its assets, before or by any Governmental Authority in
which there is a reasonable possibility of an adverse decision which would (i)
materially adversely affect the business, financial position, results of
operations or prospects of D&B, or (ii) affect the legality, validity or
enforceability of this Agreement or any other Investment Document or the
transactions contemplated hereby or thereby.

         (h) INVESTMENT COMPANY ACT. Neither D&B nor any of its Subsidiaries is
an "investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.


<PAGE>   8

         (i) PUBLIC UTILITY HOLDING COMPANY ACT. Neither D&B nor any of its
Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         (j) SEC REPORT. D&B's Annual Report on Form 10-K for the year ended
December 31, 1996, complies in all material respects with the applicable
requirements of the 1934 Act.

         (k) SUBSIDIARIES. The General Partner, Holding and DBI are Wholly Owned
Affiliates of D&B.

         (l) OBLIGATIONS PARI PASSU. The obligations of D&B under this Agreement
do rank and will rank at least pari passu in priority of payment with all other
unsecured indebtedness of D&B, which indebtedness is not subject to any
subordination provisions.

         (m) SOLVENCY. D&B was solvent immediately prior to the execution of
this Agreement and will not, as a result of the transactions contemplated
hereby, be rendered insolvent.

         SECTION 8. COVENANTS. D&B covenants and agrees that, until the payment
by it in full of all amounts payable by it hereunder, it will, unless the
Indemnitee shall otherwise consent in writing:

         (a) FINANCIAL STATEMENTS. D&B shall deliver to each Class A Limited
Partner:

                  (i) As soon as available and in any event within fifty (50)
         days after the end of each quarterly fiscal period (other than the
         final quarterly period) of each fiscal year of D&B, consolidated
         statements of income and cash flows of D&B and its Consolidated
         Subsidiaries for such period and for the period from the beginning of
         the respective fiscal year to the end of such period, and the related
         consolidated statement of financial position as at the end of such
         period, setting forth in each case in comparative form the
         corresponding consolidated financial statements for the corresponding
         period in the preceding fiscal year;

                  (ii) As soon as available and in any event within ninety-five
         (95) days after the end of each fiscal year of D&B, consolidated
         statements of income, cash flows and shareowners' equity of D&B and its
         Consolidated Subsidiaries of such year and the related consolidated
         statement of financial position as at the end of such year, setting
         forth in each case in comparative form the corresponding consolidated
         financial statements for the preceding fiscal year, and accompanied by
         an unqualified opinion thereon of Coopers & Lybrand or any other
         independent certified public accountants of recognized national
         standing, which opinion shall state that said consolidated financial
         statements fairly present in all material respects the consolidated
         financial condition and results of operations of D&B and its
         Consolidated Subsidiaries as at the end of, and for, such fiscal year;

                  (iii) Promptly upon their becoming available, copies of all
         registration statements and regular periodic reports (other than
         registration statements filed on Form 


<PAGE>   9

         S-8 and pricing supplements), if any, which D&B shall have filed with
         the U.S. Securities and Exchange Commission (or any Governmental
         Authority substituted therefor) or any national securities exchange;
         and

                  (iv) Promptly upon the mailing thereof to the shareholders of
         D&B generally, copies of all reports and proxy statements so mailed.

         D&B will be deemed to have complied with the requirements of Section
         8(a)(i) hereof if within 50 days after the end of each quarter (other
         than the final quarter) of each of its fiscal years, a copy of D&B's
         Form 10-Q as filed with the Securities and Exchange Commission with
         respect to such quarter is furnished to each Class A Limited Partner,
         and D&B will be deemed to have complied with the requirements of
         8(a)(ii) hereof if within 95 days after the end of each of its fiscal
         years, a copy of D&B's Annual Report and Form 10-K as filed with the
         Securities and Exchange Commission with respect to such year is
         furnished to each Class A Limited Partner.

         (b) CORPORATE EXISTENCE, ETC. D&B will, and will cause each of its
Material Subsidiaries to: (i) preserve and maintain its legal existence and
maintain its good standing in the jurisdiction of its incorporation or
organization and in each other jurisdiction in which the failure to do so could
reasonably be expected to have a material adverse effect on the financial
condition of D&B and its Material Subsidiaries, taken as a whole (provided that
nothing in this Section 8(b) shall prohibit any transaction expressly permitted
under Section 8(d) hereof); (ii) comply in all material respects with the
requirements of all applicable Legal Restrictions other than those the
non-compliance with which would not have a material adverse effect on the
business, property, condition (financial or otherwise) of D&B and its Material
Subsidiaries, taken as a whole; and (iii) pay and discharge all Taxes imposed on
it or on its income or profits or on any of its property prior to the date on
which penalties attach thereto, except for any such Tax the payment of which is
being contested in good faith and by proper proceedings and against which
adequate reserves are being maintained.

         (c) MERGERS. D&B shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless the Person formed by such consolidation or
into which D&B is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of D&B substantially as an entirety
expressly assumes in writing the due and punctual payment of all obligations and
the performance of every obligation of D&B to be paid or performed hereunder.

         (d) LIENS, ETC. D&B will not, nor will it permit any Subsidiary to,
create, incur, assume or permit to exist any lien, security interest, pledge,
claim, charge, option, escrow, mortgage or other encumbrance (any of the
foregoing being a "LIEN") upon any of its assets, whether now owned or hereafter
acquired, except:

                  (i) Liens existing on the date hereof securing indebtedness
         for borrowed money (such indebtedness being "DEBT") outstanding on the
         date of this Agreement;


<PAGE>   10

                  (ii) Any Lien existing on any asset of any corporation at the
         time such corporation becomes a Consolidated Subsidiary and not created
         in contemplation of such event;

                  (iii) Any Lien on any asset securing Debt incurred or assumed
         for the purpose of financing all or any part of the cost of acquiring
         such asset, provided that such Lien attaches to such asset concurrently
         with or within 90 days after the acquisition thereof;

                  (iv) Any Lien on any asset of any corporation existing at the
         time such corporation is merged into or consolidated with D&B or a
         Consolidated Subsidiary and not created in contemplation of such event;

                  (v) Any Lien existing on any asset prior to the acquisition
         thereof by D&B or a Consolidated Subsidiary and not created in
         contemplation of such acquisition;

                  (vi) Any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing clauses of this Section, provided that such Debt is
         not increased and is not secured by any additional assets;

                  (vii) Any Lien in favor of D&B or any Subsidiary granted by
         D&B or any Subsidiary in order to secure any intercompany obligations;

                  (viii) Any Lien arising in connection with the sale or
         financing of accounts receivable by D&B or any of its Subsidiaries,
         provided that the uncollected amount of account receivables subject at
         any time to any such sale or financing shall not exceed $150,000,000;
         and

                  (ix) Liens not otherwise permitted by this Section 8(d)
         securing Debt of D&B and/or any Subsidiary in an aggregate principal
         amount outstanding at any one time not to exceed an amount equal to
         $150,000,000.

         SECTION 9. D&B EVENTS. For purposes of this Agreement, a "D&B EVENT"
shall occur:

         (a) Upon a material breach of any material representation or warranty
contained herein;

         (b) If and when D&B or any of its Subsidiaries shall (i) fail to make
any payment of principal of or interest on any Indebtedness of D&B or any
Subsidiary when due (whether at stated maturity, by acceleration, on demand or
otherwise after giving effect to any applicable grace period), (ii) fail to
observe or perform any covenant or agreement contained in any agreement or
instrument relating to any Indebtedness of, or guaranteed by, D&B or any
Subsidiary within any applicable grace period, or any other event (other than a
voluntary sale or transfer of property or assets securing any Indebtedness)
shall occur if the effect of such failure or other event is to cause, or to
permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause (determined without regard to whether
any notice is required), any such Indebtedness to become due prior to its stated
maturity or (iii) have any Indebtedness of D&B or any of its Subsidiaries
declared to be due and payable, or required 


<PAGE>   11

to be prepaid other than by a regularly scheduled required prepayment, prior to
the stated maturity thereof; provided that it shall not constitute a D&B Event
pursuant hereto unless the aggregate amount of all Indebtedness referred to in
each of clause (i), (ii) or (iii) above exceeds $25,000,000 at any one time; or

         (c) If and when (i) any person or group (as such term is defined in
Section 13(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, all as in effect on the date hereof) shall
attain or acquire Control of D&B or (ii) at any time or during any calendar
year, more than 50% of the full Board of Directors of D&B shall have resigned or
retired or been removed or replaced; provided that a vacancy on the Board of
Directors that is created or filled as a result of the death, disability,
resignation or retirement of a director shall not be included in any
determination of whether a D&B Event has occurred pursuant to this subparagraph
(c) to the extent that, if such vacancy is filled, it is filled by a successor
director elected or designated by a majority of those directors who either (A)
were directors at the commencement of such year or (B) were appointed by persons
who were themselves directors at the commencement of such year.

         SECTION 10. AMENDMENTS, ETC. No amendment or waiver of any provision of
this Agreement, and no consent to any departure by D&B herefrom, shall in any
event be effective unless the same shall be in writing and signed by each Class
A Limited Partner and then such waiver or consent shall be effective only
against the Class A Limited Partner signing the same and only in the specific
instance and for the specific purpose for which given.

         SECTION 11. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication, and in each such case only if a copy thereof is
promptly provided by mail) and mailed, telecopied, telegraphed, telexed, cabled
or delivered to it, if to D&B, at its address at One Diamond Hill Road, Murray
Hill, New Jersey 07974, Attention: Robert J. Levin (Facsimile: (908) 665-1409),
and if to any Class A Limited Partner, at such Class A Limited Partner's address
referred to in the Partnership Agreement or otherwise provided to the General
Partner with copies to such Persons as D&B or any Indemnitee may specify by
notice to each other from time to time. All such notices and other
communications shall, when mailed, telecopied, telegraphed, telexed, cabled, or
delivered, be effective when received.

         SECTION 12. NO WAIVER; REMEDIES. No failure on the part of any
Indemnitee to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

         SECTION 13. ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP consistently applied,
except as otherwise stated herein.

         SECTION 14. Assignment. This Agreement shall (i) be binding upon D&B
and its successors, and (ii) inure to the sole and exclusive benefit of, and be
enforceable by, each Indemnitee (each of whom or which shall be deemed a third
party beneficiary of this Agreement) 


<PAGE>   12

and each Indemnitee's successors, transferees and assigns. No other Person shall
be entitled to any benefit hereunder.

         SECTION 15. SEVERABILITY. If any one or more provisions contained in
this Agreement shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had never been contained
herein.

         SECTION 16. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES.

         SECTION 17. WAIVER OF JURY TRIAL. D&B irrevocably waives to the extent
permitted by law all rights to trial by jury in any action, proceeding or
counterclaim arising out of or relating to this Agreement.

         SECTION 18. SCOPE OF AGREEMENT; TERMINATION. This Agreement constitutes
the entire agreement of D&B and supersedes all prior written and oral agreements
and understandings with respect to the subject matter hereof between and among
D&B and Indemnitee. D&B's obligations hereunder shall continue in full force and
effect until the earlier to occur of:

                  (i) The date on which all of the Performance Obligations have
         been performed in full; or

                  (ii) The date on which the Certificate of Cancellation of the
         Certificate of Limited Partnership of the Partnership is filed with the
         Secretary of State of the State of Delaware;

provided, however, that this Agreement shall continue in full force and effect
for all Performance Obligations accrued with respect to the period up to and
including the date of termination of this Agreement.

         SECTION 19. SURVIVAL. Without prejudice to the survival of any other
agreement of D&B hereunder, the agreements and obligations of D&B contained in
this Agreement shall survive (a) the completion of performance by the General
Partner, DBI and Holding of their respective Performance Obligations, (b) the
Transfer (whether or not such Transfer was a Permitted Transfer) by the General
Partner, DBI and Holding of all or any portion of their respective Interest in
the Partnership, (c) any termination of the General Partner's status as the
general partner or, in the case of DBI or Holding, status as a limited partner,
pursuant to the Partnership Agreement, and (d) any Indemnitee's terminating or
changing its status in relation to the Partnership.



                      [Signature follows on separate page]


<PAGE>   13

         IN WITNESS WHEREOF, D&B has caused this Agreement to be duly executed
and delivered by its officer or representative thereunto duly authorized as of
the date first above written.


                                  THE DUN & BRADSTREET CORPORATION


                                  By: /s/ Philip C. Danford
                                      ------------------------------------
                                      Name:  Philip C. Danford
                                      Title:    Vice President and Treasurer




<PAGE>   1
                                                                   Exhibit 10.20


                 THE DUN & BRADSTREET EXECUTIVE TRANSITION PLAN

                     (AS IN EFFECT AS OF SEPTEMBER 30, 2000)

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

Section 1 - DEFINITIONS

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

         1.2 "Change in Control" shall mean:

                  (a) any "person," as such term is used in Section 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;

                  (b) during any period of twenty-four months (not including any
         period prior to the effective date of this provision), individuals who
         at the beginning of such period constitute the Board of Directors of
         the Company, and any new director (other than (1) 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, (2) a director designated 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 (3) 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 


<PAGE>   2
                                                                               2


         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 shareholders of the Company approve a merger or
         consolidation of the Company with any other company, other than (1) 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 (2) after which no Person holds 20% or more of the
         combined voting power of then outstanding securities of the Company or
         such surviving entity; or

                  (d) 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.

         1.3 "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.

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

         1.5 "Eligible Termination" shall mean (a) an involuntary termination of
employment with the Company by reason of a reduction in force program, job
elimination or unsatisfactory performance in the execution of an Eligible
Employee's duties or (b) a resignation mutually agreed to in writing by the
Company and the Eligible Employee. Notwithstanding the foregoing, an Eligible
Termination shall not include

         (i) a unilateral resignation;

         (ii) a termination by the Company for Cause;

         (iii) a termination as a result of a sale (whether in whole or in part,
         of stock or assets), merger or other combination, spinoff,
         reorganization or liquidation, dissolution or other winding up or other
         similar transactions involving the Company; provided however, that a
         termination of employment as a result of a Change in Control shall not
         be covered by this clause (iii); or

         (iv) any termination where an offer of employment is made to the
         Eligible Employee of a comparable position at the Company.

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


<PAGE>   3
                                                                               3


         1.7 "Severance and Release Agreement" shall mean an agreement signed by
the Eligible Employee substantially in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, the Company may, by action of its chief human
resources officer or chief legal counsel, modify the form of Severance and
Release Agreement to be signed by any Eligible Employee in a manner approved by
the Committee (or its delegee).

Section 2 - SEVERANCE BENEFITS

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

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

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

         2.4 In the event the Company, in its sole discretion, grants an
Eligible Employee a period of inactive employee status, then, in such event, any
amounts paid to such Eligible Employee during any such period shall offset the
benefits payable under this Plan. For this purpose, a period of inactive
employee status shall mean the period beginning on the date such status
commences (of which the Eligible Employee shall be notified) and ending on the
date of such Eligible Employee's termination of employment.

Section 3 - AMENDMENT AND TERMINATION

         3.1 The Company reserves the right to terminate the Plan at any time
and without any further obligation by action of its board of directors or such
other person or persons to whom the board properly delegates such authority.

         3.2 The Company shall have the right to modify or amend the terms of
the Plan at any time, or from time to time, to any extent that it may deem
advisable by action of its board of directors, the Committee or such other
person or persons to whom the board or the Committee properly delegates such
authority.


<PAGE>   4
                                                                               4


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


Section 4 - ADMINISTRATION OF THE PLAN

         4.1 The Board of Directors and the Compensation and Benefits Committee
shall be the named fiduciaries (the "Named Fiduciaries") who severally and not
jointly shall have authority to control and manage the operation and
administration of the Plan and to manage and control its assets. The
Compensation and Benefits Committee shall consist of not less than three (3) nor
more than seven (7) members, as may be appointed by the Board of Directors from
time to time. Any member of the Compensation and Benefits Committee may resign
at will by notice to the Board of Directors or be removed at any time (with or
without cause) by the Board of Directors.

         4.2 The Named Fiduciaries may from time to time allocate fiduciary
responsibilities among themselves and may designate persons other than Named
Fiduciaries to carry out fiduciary responsibilities under the Plan, and such
persons shall be deemed to be fiduciaries under the Plan with respect to such
delegated responsibilities. Fiduciaries may employ one or more persons to render
advice with regard to any responsibility such fiduciary has under the Plan.

         4.3 The Named Fiduciaries (and their delegees) shall have the exclusive
right to interpret any and all of the provisions of the Plan and to determine
any questions arising thereunder or in connection with the administration of the
Plan. Any decision or action by the Named Fiduciaries (and their delegees) shall
be conclusive and binding upon all Employees, Members and Beneficiaries. In all
instances the Named Fiduciaries (and their delegees) shall have complete
discretionary authority to determine eligibility for participation and benefits
under the Plan, and to construe and interpret all provisions of the Plan and all
documents relating thereto including, without limitation, all disputed and
uncertain terms. All deference permitted by law shall be given to such
constructions, interpretations and determinations.

         4.4 Any action to be taken by the Named Fiduciaries shall be taken by a
majority of its members either at a meeting or by written instrument approved by
such majority in the absence of a meeting. A written resolution or memorandum
signed by one Committee member and the secretary of the Compensation and
Benefits Committee shall be sufficient evidence to any person of any action
taken pursuant to the Plan.

         4.5 Any person, corporation or other entity may serve in more than one
fiduciary capacity under the Plan.

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


<PAGE>   5
                                                                               5


Section 5 - MISCELLANEOUS

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

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

         5.3 The Company shall deduct from the amount of any severance benefits
payable hereunder the amount required by law to be withheld for the payment of
any taxes and any other amount, properly to be withheld.

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

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

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

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


<PAGE>   6

                                   SCHEDULE A


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

         1. Salary Continuation

         The Eligible Employee shall receive 104 weeks of Salary continuation,
provided, however, that for purposes of determining the Salary continuation
amount, in the event the Eligible Employee has incurred an Eligible Termination
other than by reason of unsatisfactory performance, "Salary" shall include the
Eligible Employee's guideline annual bonus opportunity under the applicable
Annual Incentive Plan (as defined in paragraph 3 hereof) for the year of
termination, payment of which will be prorated annually over a period equal to
the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, to "perform services"
shall mean employment or services as a full-time employee, consultant, owner,
partner, associate, agent or otherwise on behalf of any person, principal,
partnership, firm or corporation (other than the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company. For purposes of this paragraph 1, a
"Participating Company" shall mean the Company or any other affiliated entity
more than 50% of the voting interests of which are owned, directly or
indirectly, by the Company and which has elected to participate in The Dun &
Bradstreet Corporation Career Transition Plan.

         2. Welfare Benefit Continuation

         Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Company for such benefits. For purposes of
determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.

         3. Annual Bonus Payment

         Subject to the provisions of this paragraph 3, a cash bonus for the
calendar year of termination may be paid in an amount equal to the actual bonus
which would have been payable to the Eligible Employee under the annual bonus
plan in which he or she participates (the "Annual Incentive Plan") had such
employee remained employed through the end of the year of such termination
multiplied by a fraction the numerator of which is the number of full months of
employment during the calendar year of termination and the denominator of which
is 12. Such bonus shall be payable at the time otherwise payable under the
Annual Incentive Plan had 


<PAGE>   7

employment not terminated. Notwithstanding the foregoing, no amount shall be
paid under this paragraph in the event the Eligible Employee incurred an
Eligible Termination by reason of unsatisfactory performance. The foregoing
provisions of this paragraph 3 shall be appropriately modified in the case of
any plan not on a calendar year basis.

         4. Long-Term Awards

         Cash payments shall be made to an Eligible Employee as set forth in
this paragraph in respect of "Performance-Based Awards" (as such term is defined
in the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan (the "Stock
Incentive Plan")) otherwise payable under the Stock Incentive Plan had the
Eligible Employee remained employed through the end of the applicable
performance period in the event the Eligible Employee was employed by a
Participating Company for at least half the applicable performance period. In
such event, cash payments shall be made to an Eligible Employee in amounts equal
to the value of the Performance-Based Awards, as earned, otherwise payable under
the Stock Incentive Plan had the employee remained employed through the end of
the applicable performance period multiplied by a fraction the numerator of
which is the number of full months of employment with a Participating Company
from the beginning of the performance period to termination of employment, and
the denominator of which is the number of full months in the performance period.
Such payments shall be made at the times the Performance-Based Awards in respect
of which such payments are made would otherwise be payable under the Stock
Incentive Plan had employment not terminated. Notwithstanding the foregoing, no
amount shall be paid under this paragraph in the event the Eligible Employee
incurred an Eligible Termination by reason of unsatisfactory performance.
Nothing contained herein shall reduce any amounts otherwise required to be paid
under the Stock Incentive Plan except to the extent such amounts are paid
hereunder.

         5. Death

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

         6. Other Benefits

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

         7. No Further Grants, Etc.

         Following an Eligible Employee's termination of employment, no further
grants, awards, contributions, accruals or continued participation (except as
otherwise provided for herein) shall be made to or on behalf of such employee
under any plan or program maintained by 


                                      -2-

<PAGE>   8

the Company including, but not limited to, any Annual Incentive Plan, the Stock
Incentive Plan, or any qualified or nonqualified retirement, profit sharing,
stock option or restricted stock plan of the Company. Any unvested or
unexercised options, unvested restricted stock and all other benefits under any
plan or program maintained by the Company (including, but not limited to, any
Annual Incentive Plan, any long-term incentive plan or any qualified or
nonqualified retirement, profit sharing, stock option or restricted stock plan)
which are held or accrued by an Eligible Employee at the time of his or her
termination of employment, shall be treated in accordance with the terms of such
plans and programs under which such options, restricted stock or other benefits
were granted or accrued.


                                      -3-



<PAGE>   1
                                                                  Exhibit 10.21


                                                                     [MASTER 2X]





[DATE]



PERSONAL AND CONFIDENTIAL

[NAME]
[ADDRESS]
[ADDRESS]


Dear [FIRST_NAME]:

         The Dun & Bradstreet Corporation (the "Company") considers it essential
to the best interests of its shareholders to foster the continued employment of
key management personnel. In this connection, the Board of Directors of the
Company (the "Board") recognizes that, as is the case with many publicly held
corporations, the possibility of a "Change in Control" (as such term is defined
in Section 2) may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of key management personnel to the detriment of the Company and its
shareholders.

         The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of key members of
the Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control.

         In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this

letter agreement (the "Agreement") in the event your employment with the Company
is terminated under the circumstances described below subsequent to a Change in
Control. No provision of this letter agreement shall be effective for any
purpose whatsoever except upon the occurrence of either a "Potential Change in
Control" (as such term is defined in Section 2) or a Change in Control.

         1. Term of Agreement. This Agreement shall commence as of [DATE], and
shall continue in effect through December 31, XXXX; provided, however, that
commencing on January 1, XXXX, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30th of the preceding year, the Company or you shall have
given notice to the other that it or you, respectively, does not wish to extend
this Agreement, provided, however, that no such notice shall be effective if a
Change in Control or Potential Change in Control shall have occurred prior to
the date of such notice; and provided, further, that if a Change in Control
shall have occurred during the original 


<PAGE>   2
[DATE]
Page 2

or extended term of this Agreement, this Agreement shall continue in effect for
a period of not less than twenty-four months beyond the month in which such
Change in Control occurred.

         2. Change in Control; Potential Change in Control. (i) No benefits
shall be payable hereunder unless there shall have been a Change in Control, as
set forth below. For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if:

                  (a) any "Person", as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         company owned, directly or indirectly, by the 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;

                  (b) 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 (1) 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; (2) a director designated 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 (3) 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 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 shareholders of the Company approve a merger or
         consolidation of the Company with any other company, other than (1) 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 (2) 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 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.

(ii) For purposes of this Agreement, a "Potential Change in Control" shall be
deemed to have occurred if:

                  (a) the Company enters into an agreement, the consummation of
         which would result in the occurrence of a Change in Control;


<PAGE>   3
[DATE]
Page 3


                  (b) any Person (including the Company) publicly announces an
         intention to take or to consider taking actions which if consummated
         would constitute a Change in Control; or

                  (c) the Board adopts a resolution to the effect that, for
         purposes of this Agreement, a Potential Change in Control has occurred.

(iii) You agree that, subject to the terms and conditions of this Agreement, in
the event of a Potential Change in Control, you will remain in the employ of the
Company until the earliest of (a) a date which is 180 days from the occurrence
of such Potential Change in Control, (b) the termination by you of your
employment by reason of Disability as defined in Subsection 3(ii), or (c) the
date on which you first become entitled under this Agreement to receive the
benefits provided in Section 4(iii) below.

         3. Termination Following Change in Control. (i) General. If any of the
events described in Section 2 constituting a Change in Control shall have
occurred, you shall be entitled to the benefits provided in Section 4(iii) upon
the subsequent termination of your employment during the term of this Agreement
unless such termination is (a) because of your death or Disability, (b) by the
Company for Cause, or (c) by you other than for Good Reason. If your employment
with the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the twenty-four month period set forth in Section 1 of this
Agreement will commence upon the subsequent occurrence of a Change in Control,
your actual termination shall be deemed a termination occurring during such
twenty-four month period and covered by Section 3 of this Agreement, your Date
of Termination shall be deemed to have occurred immediately following the Change
in Control, and Notice of Termination shall be deemed to have been given by the
Company immediately prior to your actual termination.

(ii) Disability. If, as a result of your incapacity due to physical or mental
illness or disability, you shall have been absent from the full-time performance
of your duties with the Company for six consecutive months, and within thirty
days after written notice of termination is thereafter given you shall not have
returned to the full-time performance of your duties, your employment may be
terminated for "Disability".

(iii) Cause. Termination by the Company of your employment for "Cause" shall
mean termination:

                  (a) upon the willful and continued failure by you to
         substantially perform your duties with the Company (other than any such
         failure resulting from your incapacity due to physical or mental
         illness or any such actual or anticipated failure after the issuance of
         a Notice of Termination (as defined in Subsection 3(v)) by you for Good
         Reason (as defined in Subsection 3(iv)), after a written demand for
         substantial performance is delivered to you by the Board, which demand
         specifically identifies the manner in which the Board believes that you
         have not substantially performed your duties;

                  (b) upon the willful engaging by you in conduct which is
         demonstrably and materially injurious to the Company, monetarily or
         otherwise; or

                  (c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall
be deemed "willful" unless done, or omitted to be done, by you not in good faith
and without reasonable belief that 


<PAGE>   4
[DATE]
Page 4


your action or omission was in the best interest of the Company. Notwithstanding
the foregoing, you shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to you a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board (after reasonable
notice to you and an opportunity for you, together with your counsel, to be
heard before the Board), finding that in the good faith opinion of the Board you
were guilty of conduct set forth above in this Subsection and specifying the
particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence
after a Change in Control, without your express written consent, of any of the
following circumstances unless, in the case of paragraphs (a), (e), (f), (g) or
(h), such circumstances are fully corrected prior to the Date of Termination (as
defined in Section 3(vi)) specified in the Notice of Termination (as defined in
Section 3(v)) given in respect thereof:

                  (a) the assignment to you of any duties inconsistent with the
         position in the Company that you held immediately prior to the Change
         in Control, or an adverse alteration in the nature or status of your
         responsibilities or the conditions of your employment from those in
         effect immediately prior to such Change in Control;

                  (b) a reduction by the Company in your annual base salary
         and/or target bonus and/or perquisites as in effect on the date hereof
         or as the same may be increased from time to time except for
         across-the-board perquisites reductions similarly affecting all
         management personnel of the Company and all management personnel of any
         Person in control of the Company;

                  (c) the relocation of the Company's offices at which you are
         principally employed immediately prior to the date of the Change in
         Control to a location more than thirty-five miles from such location,
         except for required travel on the Company's business to an extent
         substantially consistent with your business travel obligations prior to
         the Change in Control; provided, however, that a relocation of the
         Company's offices at which you are principally employed immediately
         prior to the date of the Change in Control to New York City shall not
         constitute "Good Reason" for purposes of this Agreement;

                  (d) the failure by the Company to pay to you any portion of
         your compensation or to pay to you any portion of an installment of
         deferred compensation under any deferred compensation program of the
         Company within seven days of the date such compensation is due;

                  (e) the failure by the Company to continue in effect any
         material compensation or benefit plan in which you participated
         immediately prior to the Change in Control, unless an equitable
         arrangement (embodied in an ongoing substitute or alternative plan) has
         been made with respect to such plan, or the failure by the Company to
         continue your participation therein (or in such substitute or
         alternative plan) on a basis not materially less favorable, both in
         terms of the amount of benefits provided and the level of your
         participation relative to other participants, as existed at the time of
         the Change in Control;

                  (f) the failure by the Company to continue to provide you with
         benefits substantially similar to those enjoyed by you under any of the
         Company's life insurance, medical, dental, accident, or disability
         plans or perquisites in which you were 


<PAGE>   5
[DATE]
Page 5


         participating at the time of the Change in Control, the taking of any
         action by the Company which would directly or indirectly materially
         reduce any of such benefits, or the failure by the Company to provide
         you with the number of paid vacation days to which you are entitled on
         the basis of years of service with the Company in accordance with the
         Company's normal vacation policy in effect at the time of the Change in
         Control;

                  (g) the failure of the Company to obtain a satisfactory
         agreement from any successor to assume and agree to perform this
         Agreement, as contemplated in Section 5 hereof; or

                  (h) any purported termination of your employment that is not
         effected pursuant to a Notice of Termination satisfying the
         requirements of Subsection (v) hereof (and, if applicable, the
         requirements of Subsection (iii) hereof), which purported termination
         shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the
Company or by you shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 6. "Notice of Termination" shall
mean a notice that shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.

(vi) Date of Termination, Etc. "Date of Termination" shall mean (a) if your
employment is terminated for Disability, thirty days after Notice of Termination
is given (provided that you shall not have returned to the full-time performance
of your duties during such thirty day period), or (b) if your employment is
terminated pursuant to Subsection (iii) or (iv) hereof or for any other reason
(other than Disability), the date specified in the Notice of Termination (which,
in the case of a termination for Cause shall not be less than thirty days from
the date such Notice of Termination is given, and in the case of a termination
for Good Reason shall not be less than fifteen nor more than sixty days from the
date such Notice of Termination is given; provided, however, that if within
fifteen days after any Notice of Termination is given, or, if later, prior to
the Date of Termination (as determined without regard to this proviso), the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, then the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); and provided, further, that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence. Notwithstanding the pendency of any such
dispute, the Company will continue to pay you your full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, base salary) and continue you as a participant in all compensation, benefit
and insurance plans in which you were participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with this Subsection. Amounts paid under this Subsection are in addition to all
other amounts due under this Agreement, and shall not be offset against or
reduce any other 


<PAGE>   6
[DATE]
Page 6


amounts due under this Agreement and shall not be reduced by any compensation
earned by you as the result of employment by another employer.

         4. Compensation During Disability or Upon Termination. Following a
Change in Control, you shall be entitled to the following benefits during a
period of disability, or upon termination of your employment, as the case may
be, provided that such period or termination occurs during the term of this
Agreement:

(i) During any period that you fail to perform your full-time duties with the
Company as a result of incapacity due to physical or mental illness or
disability, you shall continue to receive your base salary at the rate in effect
at the commencement of any such period, together with all compensation payable
to you under the Company's disability plan or program or other similar plan
during such period, until this Agreement is terminated pursuant to Section 3(ii)
hereof. Thereafter, or in the event your employment shall be terminated by
reason of your death, your benefits shall be determined under the Company's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you
other than for Good Reason, the Company shall pay you your full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which you are entitled under any
compensation plan of the Company at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company should be terminated by the Company
other than for Cause or Disability or if you should terminate your employment
for Good Reason, you shall be entitled to the benefits provided below:

                  (a) the Company shall pay to you your full base salary through
         the Date of Termination at the rate in effect at the time Notice of
         Termination is given, no later than the fifth day following the Date of
         Termination, plus all other amounts to which you are entitled under any
         compensation plan of the Company, at the time such payments are due;

                  (b) in lieu of any further salary payments to you for periods
         subsequent to the Date of Termination, the Company shall pay as
         severance pay to you, at the time specified in Subsection (v), a lump
         sum severance payment (in addition to the payments provided in
         paragraphs (c), (d), (e), (f), (g), (h) and (i) below) equal to (1)
         200% of the greater of (A) your annual base salary in effect on the
         Date of Termination or (B) your annual base salary in effect
         immediately prior to the Change in Control, and (2) 200% of your target
         bonus with respect to the year in which the Change in Control occurs;
         your annual base salary and target bonus (as taken into account under
         the first half of this Subsection (iii)(b)) shall count for two years
         additional credited service and be included in final average earnings
         calculations for participants in the Company's Retirement Account Plan,
         Supplemental Executive Retirement Plan, Pension Benefit Equalization
         Plan and any successor or substitute plans thereto, a sample
         calculation of which appears in Exhibit A to this Agreement;

                  (c) in lieu of shares of common stock of the Company ("Common
         Shares") issuable upon exercise of outstanding options ("Options") and
         stock appreciation rights ("SARs"), if any, granted to you under the
         Company's stock incentive plans (which Options and SARs shall be
         cancelled upon the making of the payment referred to below), the
         Company shall pay to you, at the time specified in Subsection (v), an
         amount 


<PAGE>   7
[DATE]
Page 7



         in cash equal to the product of (1) the excess of, in the case of
         Options that are incentive stock options (ISOs) under Section 422A of
         the Internal Revenue Code of 1986 (the "Code") and SARs related
         thereto, the closing price of Common Shares as reported on the New York
         Stock Exchange on or nearest the Date of Termination (or, if not listed
         on such exchange, on a nationally recognized exchange or quotation
         system on which trading volume in the Common Shares is highest) and, in
         the case of all other Options and SARs related thereto, the higher of
         such closing price or the highest per share price for Common Shares
         actually paid in connection with any Change in Control, over the per
         share option price of each Option held by you (whether or not then
         fully exercisable), and (2) the number of Common Shares covered by each
         such Option;

                  (d) in lieu of Common Shares issuable upon the lapse of
         restrictions, if any, granted to you under the Company's stock
         incentive plans or any successor or substitute plan(s) thereto, the
         Company shall pay to you, at the time specified in Subsection (v), an
         amount in cash equal to the product of (1) the closing price of Common
         Shares as reported on the New York Stock Exchange on or nearest the
         Date of Termination (or, if not listed on such exchange, on a
         nationally recognized exchange or quotation system on which trading
         volume in the Common Shares is highest) or the highest per share price
         for Common Shares actually paid in connection with any Change in
         Control, whichever is greater (such price, the "Price"), and (2) the
         number of Common Shares granted to you subject to such restrictions;

                  (e) (1) all outstanding performance units awarded to you under
         the Company's stock incentive plans, whether or not vested, shall be
         cancelled, and you shall receive a cash payment equal to the amount you
         would have earned at a 100% target award valuation; and (2) all
         outstanding unrestricted stock awarded to you under such plan, whether
         or not vested, shall be cancelled, and you shall receive a cash payment
         equal to the product of (A) the number of cancelled unrestricted shares
         and (B) the Price;

                  (f) the Company shall provide you with a cash allowance, at
         the time specified in Subsection (v), for outplacement counseling and
         job search activities in the amount of 15% of your annual salary and
         target bonus as in effect on the Date of Termination but not to exceed
         a maximum allowance of $50,000; and the Company shall pay to you all
         legal fees and expenses incurred by you as a result of such termination
         (including all such fees and expenses, if any, incurred in contesting
         or disputing any such termination or in seeking to obtain or enforce
         any right or benefit provided by this Agreement or in connection with
         any tax audit or proceeding to the extent attributable to the
         application of Section 4999 of the Code to any payment or benefit
         provided hereunder);

                  (g) for a twenty-four month period after such termination, the
         Company shall arrange to provide you with life and health insurance
         benefits and perquisites substantially similar to those which you were
         receiving immediately prior to the Notice of Termination.
         Notwithstanding the foregoing, the Company shall not provide any
         benefit otherwise receivable by you pursuant to this paragraph (g) if
         an equivalent benefit is actually received by you during the
         twenty-four month period following your termination, and any such
         benefit actually received by you shall be reported to the Company;

                  (h) at the time specified in Subsection (v), the Company shall
         pay to you, in lieu of amounts which may otherwise be payable to you
         under any bonus plan (a "Bonus Plan"), an amount in cash equal to (1)
         your annual target bonus for the year in which the 


<PAGE>   8
[DATE]
Page 8


         Change in Control occurs, multiplied by a fraction, (A) the numerator
         of which equals the number of full or partial days in such annual
         performance period during which you were employed by the Company and
         (B) the denominator of which is 365, and (2) the entire target bonus
         opportunity with respect to each performance period in progress under
         all other Bonus Plans in effect at the time of termination; and

                  (i) starting at age 55, you shall receive retiree medical and
         life benefits from the Company. Such benefits shall be no less
         favorable than the benefits that you would have received had you, at
         the time Notice of Termination is given, both (1) attained age 55 and
         (2) retired from the Company. Notwithstanding the foregoing, any
         benefit described in the preceding sentence shall constitute secondary
         coverage with respect to retiree medical and life benefits actually
         received by you in connection with any subsequent employment (or
         self-employment) following your termination.

(iv) In the event that you become entitled to any amounts pursuant to
Subsections (iii) (b) (c) (d) (e) (f) (g) and (h) of this Article ("Severance
Payments") or to any payments, benefits or distribution (or combination thereof)
by the Company, any of its affiliates, one or more trusts established by the
Company for the benefit of its employees or by any other entity, either pursuant
to this Agreement or otherwise ("Other Payments"), and such Severance Payments
or Other Payments will be subject to the tax ("Excise Tax") imposed by Section
4999 of the Code, (or any similar federal, state or local tax that may hereafter
be imposed), the Company shall pay to you at the time specified in Subsection
(v) below, an additional amount (the "Gross-Up Payment") such that the net
amount retained by you, after deduction of any Excise Tax on the Total Payments
(as hereinafter defined) and any federal, state and local income tax and Excise
Tax upon the payment provided for by this Subsection, shall be equal to the
Total Payments. For purposes of determining whether any of the Severance
Payments or Other Payments will be subject to the Excise Tax and the amount of
such Excise Tax, (a) any other payments or benefits received or to be received
by you in connection with a Change in Control or your termination of employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any Person whose actions result in a Change in
Control or any Person affiliated with the Company or such Person) (which,
together with the Severance Payments and Other Payments, constitute the "Total
Payments") shall be treated as "parachute payments" within the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute payments" within the
meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by the Company's independent
auditors (and acceptable to you) such other payments or benefits (in whole or in
part) do not constitute parachute payments, or such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered within the meaning of Section 280G(b)(4) of the Code in excess of the
base amount within the meaning of Section 280G(b)(3) of the Code, or are
otherwise not subject to the Excise Tax; (b) the amount of the Total Payments
which shall be treated as subject to the Excise Tax shall be equal to the lesser
of (1) the total amount of the Total Payments and (2) the amount of excess
parachute payments within the meaning of Section 280G(b)(1) (after applying
clause (a), above); and (c) the value of any non-cash benefits or any deferred
payments or benefit shall be determined by the Company's independent auditors in
accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, you shall be deemed
to pay federal income taxes at the highest marginal rate of federal income
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of your residence on the Date of Termination, net of the
maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of 


<PAGE>   9
[DATE]
Page 9


termination of your employment, you shall repay to the Company within ten days
after the time that the amount of such reduction in Excise Tax is finally
determined the portion of the Gross-Up Payment attributable to such reduction
(plus the portion of the Gross-Up Payment attributable to the Excise Tax and
federal and state and local income tax imposed on the Gross-Up Payment being
repaid by you if such repayment results in a reduction in Excise Tax and/or a
federal and state and local income tax deduction) plus interest on the amount of
such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the
event that the Excise Tax is determined to exceed the amount taken into account
hereunder at the time of the termination of your employment (including by reason
of any payment the existence or amount of which cannot be determined at the time
of the Gross-Up Payment), the Company shall make an additional gross-up payment
in respect of such excess (plus any interest payable with respect to such
excess) within ten days after the time that the amount of such excess is finally
determined.

(v) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and
(h) shall be made not later than the fifth day following the Date of
Termination; provided, however, that if the amounts of such payments cannot be
finally determined on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by the Company, of the minimum
amount of such payments and shall pay the remainder of such payments (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon
as the amount thereof can be determined but in no event later than the thirtieth
day after the Date of Termination. In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due, such
excess shall constitute a loan by the Company to you, payable on the fifth day
after demand by the Company (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).

(vi) Except as provided in Subsections (iii)(g) and (iii)(i) hereof, you shall
not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced by any compensation
earned by you as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by you to the Company,
or otherwise.

         5. Successors; Binding Agreement. 
(i) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Failure of the
Company to obtain such express assumption and agreement at or prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle you to compensation from the Company in the same amount and on the
same terms to which you would be entitled hereunder if you were to terminate
your employment for Good Reason following a Change in Control, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any amount
would still be payable to you hereunder had you continued to live, all such
amounts, unless otherwise provided herein, shall be paid in 


<PAGE>   10
[DATE]
Page 10


accordance with the terms of this Agreement to your devisee, legatee or other
designee or, if there is no such designee, to your estate.

         6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement (provided that all notice to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company), or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

         7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Company under Section
4 shall survive the expiration of the term of this Agreement.

         8. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         9. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         10. Prior Agreement. In consideration of the benefits provided
hereunder, you agree that all prior agreements with respect to the subject
matter contained herein, made between you and The Dun & Bradstreet Corporation
have become null and void and of no force or effect.

         11. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of this Agreement supersedes the provisions of all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto with respect to the subject matter contained herein.


<PAGE>   11
[DATE]
Page 11


         If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.


                                    Sincerely,

                                    THE DUN & BRADSTREET CORPORATION


                                    By: _________________________________
                                        Peter J. Ross
                                        Senior Vice President - Human Resources


Agreed to this _____ day
of _______________, 2000.


____________________________
[NAME]


<PAGE>   12

                                                                     [MASTER 3X]





[DATE]



PERSONAL AND CONFIDENTIAL

[NAME]
[ADDRESS]
[ADDRESS]


Dear [FIRST_NAME]:

         The Dun & Bradstreet Corporation (the "Company") considers it essential
to the best interests of its shareholders to foster the continued employment of
key management personnel. In this connection, the Board of Directors of the
Company (the "Board") recognizes that, as is the case with many publicly held
corporations, the possibility of a "Change in Control" (as such term is defined
in Section 2) may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of key management personnel to the detriment of the Company and its
shareholders.

         The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of key members of
the Company's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a Change in Control.

         In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement (the "Agreement") in the event your employment with the Company
is terminated under the circumstances described below subsequent to a Change in
Control. No provision of this letter agreement shall be effective for any
purpose whatsoever except upon the occurrence of either a "Potential Change in
Control" (as such term is defined in Section 2) or a Change in Control.

         1. Term of Agreement. This Agreement shall commence as of [DATE], and
shall continue in effect through December 31, XXXX; provided, however, that
commencing on January 1, XXXX, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30th of the preceding year, the Company or you shall have
given notice to the other that it or you, respectively, does not wish to extend
this Agreement, provided, however, that no such notice shall be effective if a
Change in Control or Potential Change in Control shall have occurred prior to
the date of such 


<PAGE>   13
[DATE]
Page 2


notice; and provided, further, that if a Change in Control
shall have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of not less than twenty-four
months beyond the month in which such Change in Control occurred.

         2. Change in Control; Potential Change in Control. (i) No benefits
shall be payable hereunder unless there shall have been a Change in Control, as
set forth below. For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if:

                  (a) any "Person", as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         company owned, directly or indirectly, by the 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;

                  (b) 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 (1) 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; (2) a director designated 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 (3) 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 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 shareholders of the Company approve a merger or
         consolidation of the Company with any other company, other than (1) 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 (2) 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 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.

(ii) For purposes of this Agreement, a "Potential Change in Control" shall be
deemed to have occurred if:


<PAGE>   14
[DATE]
Page 3


                  (a) the Company enters into an agreement, the consummation of
         which would result in the occurrence of a Change in Control;

                  (b) any Person (including the Company) publicly announces an
         intention to take or to consider taking actions which if consummated
         would constitute a Change in Control; or

                  (c) the Board adopts a resolution to the effect that, for
         purposes of this Agreement, a Potential Change in Control has occurred.

(iii) You agree that, subject to the terms and conditions of this Agreement, in
the event of a Potential Change in Control, you will remain in the employ of the
Company until the earliest of (a) a date which is 180 days from the occurrence
of such Potential Change in Control, (b) the termination by you of your
employment by reason of Disability as defined in Subsection 3(ii), or (c) the
date on which you first become entitled under this Agreement to receive the
benefits provided in Section 4(iii) below.

         3. Termination Following Change in Control. (i) General. If any of the
events described in Section 2 constituting a Change in Control shall have
occurred, you shall be entitled to the benefits provided in Section 4(iii) upon
the subsequent termination of your employment during the term of this Agreement
unless such termination is (a) because of your death or Disability, (b) by the
Company for Cause, or (c) by you other than for Good Reason. If your employment
with the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the twenty-four month period set forth in Section 1 of this
Agreement will commence upon the subsequent occurrence of a Change in Control,
your actual termination shall be deemed a termination occurring during such
twenty-four month period and covered by Section 3 of this Agreement, your Date
of Termination shall be deemed to have occurred immediately following the Change
in Control, and Notice of Termination shall be deemed to have been given by the
Company immediately prior to your actual termination.

(ii) Disability. If, as a result of your incapacity due to physical or mental
illness or disability, you shall have been absent from the full-time performance
of your duties with the Company for six consecutive months, and within thirty
days after written notice of termination is thereafter given you shall not have
returned to the full-time performance of your duties, your employment may be
terminated for "Disability".

(iii) Cause. Termination by the Company of your employment for "Cause" shall
mean termination:

                  (a) upon the willful and continued failure by you to
         substantially perform your duties with the Company (other than any such
         failure resulting from your incapacity due to physical or mental
         illness or any such actual or anticipated failure after the issuance of
         a Notice of Termination (as defined in Subsection 3(v)) by you for Good
         Reason (as defined in Subsection 3(iv)), after a written demand for
         substantial performance is delivered to you by the Board, which demand
         specifically identifies the manner in which the Board believes that you
         have not substantially performed your duties;

                  (b) upon the willful engaging by you in conduct which is
         demonstrably and materially injurious to the Company, monetarily or
         otherwise; or


<PAGE>   15
[DATE]
Page 4


                  (c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall
be deemed "willful" unless done, or omitted to be done, by you not in good faith
and without reasonable belief that your action or omission was in the best
interest of the Company. Notwithstanding the foregoing, you shall not be deemed
to have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board (after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before the Board), finding that in the
good faith opinion of the Board you were guilty of conduct set forth above in
this Subsection and specifying the particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good
Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence
after a Change in Control, without your express written consent, of any of the
following circumstances unless, in the case of paragraphs (a), (e), (f), (g) or
(h), such circumstances are fully corrected prior to the Date of Termination (as
defined in Section 3(vi)) specified in the Notice of Termination (as defined in
Section 3(v)) given in respect thereof:

                  (a) the assignment to you of any duties inconsistent with the
         position in the Company that you held immediately prior to the Change
         in Control, or an adverse alteration in the nature or status of your
         responsibilities or the conditions of your employment from those in
         effect immediately prior to such Change in Control;

                  (b) a reduction by the Company in your annual base salary
         and/or target bonus and/or perquisites as in effect on the date hereof
         or as the same may be increased from time to time except for
         across-the-board perquisites reductions similarly affecting all
         management personnel of the Company and all management personnel of any
         Person in control of the Company;

                  (c) the relocation of the Company's offices at which you are
         principally employed immediately prior to the date of the Change in
         Control to a location more than thirty-five miles from such location,
         except for required travel on the Company's business to an extent
         substantially consistent with your business travel obligations prior to
         the Change in Control; provided, however, that a relocation of the
         Company's offices at which you are principally employed immediately
         prior to the date of the Change in Control to New York City shall not
         constitute "Good Reason" for purposes of this Agreement;

                  (d) the failure by the Company to pay to you any portion of
         your compensation or to pay to you any portion of an installment of
         deferred compensation under any deferred compensation program of the
         Company within seven days of the date such compensation is due;

                  (e) the failure by the Company to continue in effect any
         material compensation or benefit plan in which you participated
         immediately prior to the Change in Control, unless an equitable
         arrangement (embodied in an ongoing substitute or alternative plan) has
         been made with respect to such plan, or the failure by the Company to
         continue your participation therein (or in such substitute or
         alternative plan) on a basis 


<PAGE>   16
[DATE]
Page 5


         not materially less favorable, both in terms of the amount of benefits
         provided and the level of your participation relative to other
         participants, as existed at the time of the Change in Control;

                  (f) the failure by the Company to continue to provide you with
         benefits substantially similar to those enjoyed by you under any of the
         Company's life insurance, medical, dental, accident, or disability
         plans or perquisites in which you were participating at the time of the
         Change in Control, the taking of any action by the Company which would
         directly or indirectly materially reduce any of such benefits, or the
         failure by the Company to provide you with the number of paid vacation
         days to which you are entitled on the basis of years of service with
         the Company in accordance with the Company's normal vacation policy in
         effect at the time of the Change in Control;

                  (g) the failure of the Company to obtain a satisfactory
         agreement from any successor to assume and agree to perform this
         Agreement, as contemplated in Section 5 hereof; or

                  (h) any purported termination of your employment that is not
         effected pursuant to a Notice of Termination satisfying the
         requirements of Subsection (v) hereof (and, if applicable, the
         requirements of Subsection (iii) hereof), which purported termination
         shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the
Company or by you shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 6. "Notice of Termination" shall
mean a notice that shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.

(vi) Date of Termination, Etc. "Date of Termination" shall mean (a) if your
employment is terminated for Disability, thirty days after Notice of Termination
is given (provided that you shall not have returned to the full-time performance
of your duties during such thirty day period), or (b) if your employment is
terminated pursuant to Subsection (iii) or (iv) hereof or for any other reason
(other than Disability), the date specified in the Notice of Termination (which,
in the case of a termination for Cause shall not be less than thirty days from
the date such Notice of Termination is given, and in the case of a termination
for Good Reason shall not be less than fifteen nor more than sixty days from the
date such Notice of Termination is given; provided, however, that if within
fifteen days after any Notice of Termination is given, or, if later, prior to
the Date of Termination (as determined without regard to this proviso), the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, then the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); and provided, further, that the Date of
Termination shall be extended by a notice of dispute only 


<PAGE>   17
[DATE]
Page 6


if such notice is given in good faith and the party giving such notice pursues
the resolution of such dispute with reasonable diligence. Notwithstanding the
pendency of any such dispute, the Company will continue to pay you your full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, base salary) and continue you as a participant
in all compensation, benefit and insurance plans in which you were participating
when the notice giving rise to the dispute was given, until the dispute is
finally resolved in accordance with this Subsection. Amounts paid under this
Subsection are in addition to all other amounts due under this Agreement, and
shall not be offset against or reduce any other amounts due under this Agreement
and shall not be reduced by any compensation earned by you as the result of
employment by another employer.

         4. Compensation During Disability or Upon Termination. Following a
Change in Control, you shall be entitled to the following benefits during a
period of disability, or upon termination of your employment, as the case may
be, provided that such period or termination occurs during the term of this
Agreement:

(i) During any period that you fail to perform your full-time duties with the
Company as a result of incapacity due to physical or mental illness or
disability, you shall continue to receive your base salary at the rate in effect
at the commencement of any such period, together with all compensation payable
to you under the Company's disability plan or program or other similar plan
during such period, until this Agreement is terminated pursuant to Section 3(ii)
hereof. Thereafter, or in the event your employment shall be terminated by
reason of your death, your benefits shall be determined under the Company's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you
other than for Good Reason, the Company shall pay you your full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which you are entitled under any
compensation plan of the Company at the time such payments are due, and the
Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company should be terminated by the Company
other than for Cause or Disability or if you should terminate your employment
for Good Reason, you shall be entitled to the benefits provided below:

                  (a) the Company shall pay to you your full base salary through
         the Date of Termination at the rate in effect at the time Notice of
         Termination is given, no later than the fifth day following the Date of
         Termination, plus all other amounts to which you are entitled under any
         compensation plan of the Company, at the time such payments are due;

                  (b) in lieu of any further salary payments to you for periods
         subsequent to the Date of Termination, the Company shall pay as
         severance pay to you, at the time specified in Subsection (v), a lump
         sum severance payment (in addition to the payments provided in
         paragraphs (c), (d), (e), (f), (g), (h) and (i) below) equal to (1)
         300% of the greater of (A) your annual base salary in effect on the
         Date of Termination or (B) your annual base salary in effect
         immediately prior to the Change in Control, and (2) 300% of your target
         bonus with respect to the year in which the Change in Control occurs;
         your annual base salary and target bonus (as taken into account under
         the first half of this Subsection (iii)(b)) shall count for three years
         additional credited service and be included 


<PAGE>   18
[DATE]
Page 7


         in final average earnings calculations for participants in the
         Company's Retirement Account Plan, Supplemental Executive Retirement
         Plan, Pension Benefit Equalization Plan and any successor or substitute
         plans thereto, a sample calculation of which appears in Exhibit A to
         this Agreement;

                  (c) in lieu of shares of common stock of the Company ("Common
         Shares") issuable upon exercise of outstanding options ("Options") and
         stock appreciation rights ("SARs"), if any, granted to you under the
         Company's stock incentive plans (which Options and SARs shall be
         cancelled upon the making of the payment referred to below), the
         Company shall pay to you, at the time specified in Subsection (v), an
         amount in cash equal to the product of (1) the excess of, in the case
         of Options that are incentive stock options (ISOs) under Section 422A
         of the Internal Revenue Code of 1986 (the "Code") and SARs related
         thereto, the closing price of Common Shares as reported on the New York
         Stock Exchange on or nearest the Date of Termination (or, if not listed
         on such exchange, on a nationally recognized exchange or quotation
         system on which trading volume in the Common Shares is highest) and, in
         the case of all other Options and SARs related thereto, the higher of
         such closing price or the highest per share price for Common Shares
         actually paid in connection with any Change in Control, over the per
         share option price of each Option held by you (whether or not then
         fully exercisable), and (2) the number of Common Shares covered by each
         such Option;

                  (d) in lieu of Common Shares issuable upon the lapse of
         restrictions, if any, granted to you under the Company's stock
         incentive plans or any successor or substitute plan(s) thereto, the
         Company shall pay to you, at the time specified in Subsection (v), an
         amount in cash equal to the product of (1) the closing price of Common
         Shares as reported on the New York Stock Exchange on or nearest the
         Date of Termination (or, if not listed on such exchange, on a
         nationally recognized exchange or quotation system on which trading
         volume in the Common Shares is highest) or the highest per share price
         for Common Shares actually paid in connection with any Change in
         Control, whichever is greater (such price, the "Price"), and (2) the
         number of Common Shares granted to you subject to such restrictions;

                  (e) (1) all outstanding performance units awarded to you under
         the Company's stock incentive plans, whether or not vested, shall be
         cancelled, and you shall receive a cash payment equal to the amount you
         would have earned at a 100% target award valuation; and (2) all
         outstanding unrestricted stock awarded to you under such plan, whether
         or not vested, shall be cancelled, and you shall receive a cash payment
         equal to the product of (A) the number of cancelled unrestricted shares
         and (B) the Price;

                  (f) the Company shall provide you with a cash allowance, at
         the time specified in Subsection (v), for outplacement counseling and
         job search activities in the amount of 20% of your annual salary and
         target bonus as in effect on the Date of Termination but not to exceed
         a maximum allowance of $100,000; and the Company shall pay to you all
         legal fees and expenses incurred by you as a result of such termination
         (including all such fees and expenses, if any, incurred in contesting
         or disputing any such termination or in seeking to obtain or enforce
         any right or benefit provided by this Agreement or in connection with
         any tax audit or proceeding to the extent attributable to the
         application of Section 4999 of the Code to any payment or benefit
         provided hereunder);


<PAGE>   19
[DATE]
Page 8


                  (g) for a thirty-six month period after such termination, the
         Company shall arrange to provide you with life and health insurance
         benefits and perquisites substantially similar to those which you were
         receiving immediately prior to the Notice of Termination.
         Notwithstanding the foregoing, the Company shall not provide any
         benefit otherwise receivable by you pursuant to this paragraph (g) if
         an equivalent benefit is actually received by you during the thirty-six
         month period following your termination, and any such benefit actually
         received by you shall be reported to the Company;

                  (h) at the time specified in Subsection (v), the Company shall
         pay to you, in lieu of amounts which may otherwise be payable to you
         under any bonus plan (a "Bonus Plan"), an amount in cash equal to (1)
         your annual target bonus for the year in which the Change in Control
         occurs, multiplied by a fraction, (A) the numerator of which equals the
         number of full or partial days in such annual performance period during
         which you were employed by the Company and (B) the denominator of which
         is 365, and (2) the entire target bonus opportunity with respect to
         each performance period in progress under all other Bonus Plans in
         effect at the time of termination; and

                  (i) starting at age 55, you shall receive retiree medical and
         life benefits from the Company. Such benefits shall be no less
         favorable than the benefits that you would have received had you, at
         the time Notice of Termination is given, both (1) attained age 55 and
         (2) retired from the Company. Notwithstanding the foregoing, any
         benefit described in the preceding sentence shall constitute secondary
         coverage with respect to retiree medical and life benefits actually
         received by you in connection with any subsequent employment (or
         self-employment) following your termination.

(iv) In the event that you become entitled to any amounts pursuant to
Subsections (iii) (b) (c) (d) (e) (f) (g) and (h) of this Article ("Severance
Payments") or to any payments, benefits or distribution (or combination thereof)
by the Company, any of its affiliates, one or more trusts established by the
Company for the benefit of its employees or by any other entity, either pursuant
to this Agreement or otherwise ("Other Payments"), and such Severance Payments
or Other Payments will be subject to the tax ("Excise Tax") imposed by Section
4999 of the Code, (or any similar federal, state or local tax that may hereafter
be imposed), the Company shall pay to you at the time specified in Subsection
(v) below, an additional amount (the "Gross-Up Payment") such that the net
amount retained by you, after deduction of any Excise Tax on the Total Payments
(as hereinafter defined) and any federal, state and local income tax and Excise
Tax upon the payment provided for by this Subsection, shall be equal to the
Total Payments. For purposes of determining whether any of the Severance
Payments or Other Payments will be subject to the Excise Tax and the amount of
such Excise Tax, (a) any other payments or benefits received or to be received
by you in connection with a Change in Control or your termination of employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any Person whose actions result in a Change in
Control or any Person affiliated with the Company or such Person) (which,
together with the Severance Payments and Other Payments, constitute the "Total
Payments") shall be treated as "parachute payments" within the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute payments" within the
meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax,
unless in the opinion of tax counsel selected by the Company's independent
auditors (and acceptable to you) such other payments or benefits (in whole or in
part) do not constitute parachute payments, or such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered within the meaning of 


<PAGE>   20
[DATE]
Page 9


Section 280G(b)(4) of the Code in excess of the base amount within the meaning
of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise
Tax; (b) the amount of the Total Payments which shall be treated as subject to
the Excise Tax shall be equal to the lesser of (1) the total amount of the Total
Payments and (2) the amount of excess parachute payments within the meaning of
Section 280G(b)(1) (after applying clause (a), above); and (c) the value of any
non-cash benefits or any deferred payments or benefit shall be determined by the
Company's independent auditors in accordance with the principles of Sections
280G(d) (3) and (4) of the Code. For purposes of determining the amount of the
Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of your residence on the
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes. In the event
that the Excise Tax is subsequently determined to be less than the amount taken
into account hereunder at the time of termination of your employment, you shall
repay to the Company within ten days after the time that the amount of such
reduction in Excise Tax is finally determined the portion of the Gross-Up
Payment attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax
imposed on the Gross-Up Payment being repaid by you if such repayment results in
a reduction in Excise Tax and/or a federal and state and local income tax
deduction) plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time of the
termination of your employment (including by reason of any payment the existence
or amount of which cannot be determined at the time of the Gross-Up Payment),
the Company shall make an additional gross-up payment in respect of such excess
(plus any interest payable with respect to such excess) within ten days after
the time that the amount of such excess is finally determined.

(v) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and
(h) shall be made not later than the fifth day following the Date of
Termination; provided, however, that if the amounts of such payments cannot be
finally determined on or before such day, the Company shall pay to you on such
day an estimate, as determined in good faith by the Company, of the minimum
amount of such payments and shall pay the remainder of such payments (together
with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon
as the amount thereof can be determined but in no event later than the thirtieth
day after the Date of Termination. In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been due, such
excess shall constitute a loan by the Company to you, payable on the fifth day
after demand by the Company (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code).

(vi) Except as provided in Subsections (iii)(g) and (iii)(i) hereof, you shall
not be required to mitigate the amount of any payment provided for in this
Section 4 by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced by any compensation
earned by you as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by you to the Company,
or otherwise.

         5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to 


<PAGE>   21
[DATE]
Page 10


the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such express
assumption and agreement at or prior to the effectiveness of any such succession
shall be a breach of this Agreement and shall entitle you to compensation from
the Company in the same amount and on the same terms to which you would be
entitled hereunder if you were to terminate your employment for Good Reason
following a Change in Control, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and
your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any amount
would still be payable to you hereunder had you continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
is no such designee, to your estate.

         6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement (provided that all notice to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company), or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon receipt.

         7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Company under Section
4 shall survive the expiration of the term of this Agreement.

         8. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         9. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


<PAGE>   22
[DATE]
Page 11


         10. Prior Agreement. In consideration of the benefits provided
hereunder, you agree that all prior agreements with respect to the subject
matter contained herein, made between you and The Dun & Bradstreet Corporation
have become null and void and of no force or effect.

         11. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of this Agreement supersedes the provisions of all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto with respect to the subject matter contained herein.

         If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this letter, which
will then constitute our agreement on this subject.

                                   Sincerely,

                                   THE DUN & BRADSTREET CORPORATION


                                   By: _________________________________
                                       Peter J. Ross
                                       Senior Vice President - Human Resources



Agreed to this _____ day
of _______________, 2000.


____________________________
[NAME]




<PAGE>   1
                                                                   Exhibit 10.22


                        PENSION BENEFIT EQUALIZATION PLAN

                                       OF

                        THE DUN & BRADSTREET CORPORATION

                AMENDED AND RESTATED EFFECTIVE SEPTEMBER 30, 2000

1.       Purpose of the Plan

         The purpose of the Pension Benefit Equalization Plan of The Dun &
Bradstreet Corporation (the "Plan") is to provide a means of equalizing the
benefits of those employees of The Dun & Bradstreet Corporation (the
"Corporation") and it subsidiaries participating in the Retirement Account of
The Dun & Bradstreet Corporation (the "Retirement Account") whose funded
benefits under the Retirement Account are or will be limited by the application
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
the Internal Revenue Code of 1986, as amended (the "Code") or any applicable law
or regulation. The Plan is intended to be an "excess benefit plan", as that term
is defined in Section 3(36) of ERISA, with respect to those participants whose
benefits under the Retirement Account have been limited by Section 415 of the
Code, and a "top hat" plan meeting the requirements of Sections 201(2),
301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA with respect to those participants
whose benefits under the Retirement Account have been limited by Section
401(a)(17) of the Code.

2.       Administration
 of the Plan

         The Board of Directors ("Board") of the Corporation and the
Compensation and Benefits Committee appointed by the Board (the "Committee")
severally (and not jointly) shall be responsible for the administration of the
Plan. The Committee shall consist of not less than three (3) nor more than seven
(7) members, as may be appointed by the Board from time to time. Any member of
the Committee may resign at will by notice to the Board or be removed at any
time (with or without cause) by the Board.

         The members of the Committee may from time to time allocate
responsibilities among themselves 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 (and its delegees) shall have the exclusive authority to
interpret the provisions of the Plan and construe all of its terms (including,
without limitation, all disputed and uncertain 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 Participants, Former
Participants, Vested Former 

<PAGE>   2
Participants and Surviving Spouses. All deference permitted by law shall be
given to such interpretations, determinations and actions.

         Any action to be taken by the Committee shall be taken by a majority of
its members, either at a meeting or by written instrument approved by such
majority in the absence of a meeting. A written resolution or memorandum signed
by one Committee member and the secretary of the Committee shall be sufficient
evidence to any person of any action taken pursuant to the Plan.

         Any person, corporation or other entity may serve in more than one
fiduciary capacity under the Plan.

3.       Participation in the Plan

         All members of the Retirement Account shall be eligible to participate
in this Plan whenever their benefits under the Retirement Account, as from time
to time in effect, would exceed the limitations on benefits and contributions
imposed by Sections 401, 415 or any other applicable Section of the Code,
calculated from and after September 2, 1974. For purposes of this Plan, benefits
of a participant in this Plan shall be determined as though no provision were
contained in the Retirement Account incorporating limitations imposed by
Sections 401, 415 or any other Section of the Code.

4.       Benefit Limitations

         For purposes of this Plan and the Retirement Account, the limitations
imposed by Section 415 of the Code shall be deemed to be met when the sum of the
participant's defined benefit plan fraction and his defined contribution plan
fraction equals 1.0, as such fractions are computed for purposes of Section 415
of the Code and Section 19.4 of the Retirement Account. Effective for Plan Years
beginning on after December 31, 1999, in accordance with changes included in the
Small Business Job Protection Act of 1995, this Section 4 shall no longer apply
with respect to any participant who has one (1) Hour of Service (as such term is
defined in the Retirement Account) after December 31, 1999.

5.       Equalized Benefits

         The Corporation shall pay to each eligible member of the Retirement
Account and his beneficiaries a supplemental pension benefit equal to the
benefit which would have been payable to them under the Retirement Account, as
if no provision were set forth therein incorporating limitations imposed by
Sections 401, 415 or any other applicable Section of the Code, to the extent
that such benefit otherwise payable under the Retirement Account exceeds the
benefit limitations related to the Retirement Account as described in Section 3
of this Plan.

         Subject to Section 12 of this Plan, such supplemental pension benefits
shall be payable in accordance with all of the terms and conditions applicable
to the participant's benefits under the 


                                      -2-

<PAGE>   3
Retirement Account, including whatever optional benefits he may have elected;
provided, however, if an Election (as defined in Section 11 of this Plan) or a
Special Election (as defined in Section 10 of this Plan) has been made and
becomes effective prior to the date when benefits under this Plan would
otherwise be payable, the form of payment of benefits under this Plan shall be
in the form so elected pursuant to such Election or Special Election; provided
further, that notwithstanding any Election or Special Election, if the lump sum
value, determined in the same manner as provided under Section 9 below, of the
benefits payable under this Plan is Ten Thousand Dollars ($10,000) or less at
the time such benefits are payable under this Plan, such benefits shall be
payable as a lump sum.

         Any portion of the benefits payable under this Plan as a lump sum,
including any amounts payable as a lump sum under Section 6, shall be paid sixty
(60) days after the date when payments of the same benefits under this Plan, if
payable in the form of an annuity, would otherwise commence, or as soon as
practicable thereafter, provided the Committee has approved such payment. Any
such lump sum distribution of a participant's or beneficiary's benefits under
this Plan shall fully satisfy all present and future Plan liability with respect
to such participant or beneficiary for such portion or all of such benefits so
distributed. Any portion of the benefits payable under this Plan as an annuity
shall commence on the date when annuity benefits under this Plan would otherwise
commence, without regard to any Election or Special Election.

6.       Payments of Benefits in the Event of Death

         In case of the death of the participant, the amount in his account
shall, where applicable and subject to Section 12 of this Plan, be distributed
to the surviving beneficiary who has been designated to receive benefits under
the Retirement Account and in the manner which has been elected under the
Retirement Account; provided, however, if an Election (as defined in Section 9
of this Plan) or a Special Election (as defined in Section 10 of this Plan) has
been made and becomes effective prior to the date when benefits under this Plan
would otherwise be payable, the form of payment of benefits payable to such
surviving beneficiary under this Plan shall be in the form so elected pursuant
to such Election or Special Election; provided further, that notwithstanding any
Election or Special Election, if the lump sum value, determined in the same
manner as provided under Section 9 below, of the benefits payable under this
Plan is Ten Thousand Dollars ($10,000) or less at the time such benefits are
payable to such surviving beneficiary under this Plan, such benefits shall be
payable as a lump sum.

         If the participant has not designated a beneficiary under the
Retirement Account, or if no such beneficiary is living at the time of the
participant's death, the amount, if any, in the participant's account that is
distributable upon his death shall be distributed to the person or persons who
would otherwise be entitled to receive a distribution of the participant's
Retirement Account benefits. Payment to such person or persons shall completely
discharge the Plan with respect to the amount so paid.


                                      -3-

<PAGE>   4
7.       Change in Control

         (a)      Upon the occurrence of a "Change in Control" of the
                  Corporation, as such term is defined below,

                  (i)      each participant and beneficiary already receiving
                           benefits and/or survivor's benefits under the Plan
                           shall receive a lump sum distribution of their unpaid
                           benefits and/or survivor's benefits under the Plan in
                           an amount equal to the present value of such benefits
                           and/or survivor's benefits in full satisfaction of
                           all present and future Plan liability with respect to
                           such participant or beneficiary, and

                  (ii)     each vested participant who is not already receiving
                           benefits under the Plan shall receive (1) a lump sum
                           distribution of the present value of his accrued
                           benefit under the Plan as of the date of such Change
                           in Control, within thirty (30) days of the date of
                           such Change in Control and (2) a lump sum
                           distribution of the present value of his additional
                           benefit, if any, accrued under the Plan from the date
                           of the Change in Control until the date he retires or
                           terminates employment with the Corporation, within
                           thirty (30) days from the date of the participant's
                           retirement or termination of employment with the
                           Corporation.

         (b)      In determining the amount of the lump sum distributions to be
                  paid under this Section 7, the following actuarial assumptions
                  shall be used:

                  (i)      the interest rate used shall be the interest rate
                           used by the Pension Benefit Guaranty Corporation for
                           determining the value of immediate annuities as of
                           January 1st of either the year of the occurrence of
                           the Change in Control or the participant's retirement
                           or termination of employment, whichever is
                           applicable;

                  (ii)     the 1983 Group Annuity Mortality Table shall be used;
                           and

                  (iii)    it shall be assumed that all participants retired or
                           terminated employment with the Corporation on the
                           date of the occurrence of the Change in Control for
                           purposes of determining the amount of the lump sum
                           distribution to be paid upon the occurrence of the
                           Change in Control.

         (c)      For purposes of this Plan, a "Change in Control" shall be
                  deemed to have occurred if

                  (i)      any "Person," as such term is used in Section 13(d)
                           and 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 


                                      -4-

<PAGE>   5
                           under an employee benefit plan of the Corporation, or
                           any corporation owned, directly or indirectly, by the
                           shareholders of the Corporation in substantially the
                           same proportions as their ownership of stock of the
                           Corporation), is or becomes the "Beneficial Owner"
                           (as defined in Rule 13d-3 under the Exchange Act),
                           directly or indirectly, of securities of the
                           Corporation representing twenty percent (20%) or more
                           of the combined voting power of the Corporation's
                           then outstanding securities;

                  (ii)     during any period of twenty-four (24) months (not
                           including any period prior to the effective date of
                           this provision), individuals who at the beginning of
                           such period constitute the Board, and any new
                           director (other than (1) a director designated by a
                           person who has entered into an agreement with the
                           Corporation to effect a transaction described in
                           clause (c)(i), (c)(iii) or (c)(iv) of this Section),
                           (2) a director designated 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 (3) a director designated by any
                           Person who is the Beneficial Owner, directly or
                           indirectly, of securities of the Corporation
                           representing ten percent (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 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 Corporation approve a merger
                           or consolidation of the Corporation with any other
                           company, other than (1) a merger or consolidation
                           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 fifty
                           percent (50%) of the combined voting power of the
                           voting securities of the Corporation or such
                           surviving entity outstanding immediately after such
                           merger or consolidation and (2) after which no Person
                           holds twenty percent (20%) or more of the combined
                           voting power of the then outstanding securities of
                           the Corporation or such surviving entity; or

                  (iv)     the shareholders 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.


                                      -5-

<PAGE>   6
8.       Funding

         Benefits payable under this Plan shall not be funded and shall be made
out of the general funds of the Corporation; provided, however, that the
Corporation reserves the right to establish one (1) or more trusts to provide
alternate sources of benefit payments under this Plan, provided further,
however, that upon the occurrence of a "Potential Change in Control" of the
Corporation, as defined below, the appropriate officers of the Corporation are
authorized to make contributions to such a trust fund, established as an
alternate source of benefits payable under the Plan, as are necessary to fund
the lump sum payments to Plan participants required pursuant to Section 7 of
this Plan in the event of a Change in Control of the Corporation; provided
further, however, that if payments are made from such trust fund, such payments
will satisfy the Corporation's obligations under this Plan to the extent made
from such trust fund.

         (a)      In determining the amount of the necessary contribution to the
                  trust fund in the event of a Potential Change in Control, the
                  following actuarial assumptions shall be used:

                  (i)      the interest rate used shall be the interest rate
                           used by the Pension Benefit Guaranty Corporation for
                           determining the value of immediate annuities as of
                           January 1st of the year of the occurrence of the
                           Potential Change in Control;

                  (ii)     the 1983 Group Annuity Mortality Table shall be used;
                           and

                  (iii)    it shall be assumed that all participants will retire
                           or terminate employment with the Corporation as soon
                           as practicable after the occurrence of the Potential
                           Change in Control.

         (b)      For the purposes of this Plan, "Potential Change in Control"
                  means:

                  (i)      the Corporation enters into an agreement, the
                           consummation of which would result in the occurrence
                           of a Change in Control of the Corporation;

                  (ii)     any person (including the Corporation) publicly
                           announces an intention to take or to consider taking
                           actions which if consummated would constitute a
                           Change in Control of the Corporation;

                  (iii)    any person, other than a trustee or other fiduciary
                           holding securities under an employee benefit plan of
                           the Corporation (or a Corporation owned, directly or
                           indirectly, by the stockholders of the Corporation in
                           substantially the same proportions as their ownership
                           of stock of the Corporation), who is or becomes the
                           beneficial owner, directly or indirectly, of
                           securities of the Corporation representing nine and
                           one-half percent (9.5%) or more of the combined
                           voting power of the Corporation's 


                                      -6-

<PAGE>   7
                           then outstanding securities, increases his beneficial
                           ownership of such securities by five percent (5%) or
                           more over the percentage so owned by such person; or

                  (iv)     the Board of Directors of the Corporation adopts a
                           resolution to the effect that, for purposes of this
                           Plan, a Potential Change in Control of the
                           Corporation has occurred.

9.       Election of Form of Payment

         A participant under this Plan may make an election, on a form supplied
by the Committee, to receive all, none, or a specified portion of his benefits
under this Plan in a lump sum and to receive any balance of such benefits in the
form of an annuity (an "Election"); provided, that any such Election shall be
effective for purposes of this Plan only if (i) such participant remains in the
employment of the Corporation or an Affiliate (as defined under Section 12
below), as the case may be, for the full twelve (12) calendar months immediately
following the Election Date of such Election, except in the case of such
participant's death or disability, as provided below, and (ii) such participant
complies with the administrative procedures set forth by the Committee with
respect to the making of the Election. A participant making such Election shall
be subject to the provisions of Section 12 of this Plan.

         A participant may elect a payment form different than the payment form
previously elected by him under this Section 9 by filing a revised election
form; provided, that any such new Election shall be effective only if the
conditions in clauses (i) and (ii) of the immediately preceding paragraph are
satisfied with respect to such new Election. Any prior Election made by a
participant that has satisfied such conditions remains effective for purposes of
this Plan until such participant has made a new Election that satisfies such
conditions.

         A participant making an election under this Section 9 may specify the
portion of his benefits under this Plan to be received in a lump sum as follows:
zero percent (0%), twenty five percent (25%), fifty percent (50%), seventy-five
percent (75%) or one hundred percent (100%).

         In the event a participant who has made an Election dies or becomes
"totally disabled" (as defined in The Dun & Bradstreet Corporation Long Term
Disability Plan) while employed by the Corporation or an Affiliate and such
death or total disability occurs during the twelve (12) calendar month period
immediately following the Election Date of such Election, the condition that
such participant remain employed with the Corporation or an Affiliate (as
defined in Section 12) for such twelve (12) month period shall be deemed to be
satisfied and such Election shall be effective with respect to benefits payable
to such participant or participant's beneficiaries under this Plan.

         The amount of any portion of the benefits payable as a lump sum under
this Section 9 will equal the present value of such portion of such benefits,
and the present value shall be 


                                      -7-

<PAGE>   8
determined (i) based on a discount rate equal to the average of eighty-five
percent (85%) of the fifteen (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 (3)
months immediately preceding the date the annuity value is determined and (ii)
using the 1983 Group Annuity Mortality Table.

         "Election Date" for purposes of this Plan means the date that a
properly completed election form with respect to an Election or Special Election
(as defined in Section 10 below) is received by the Corporate Assistant
Treasurer of the Corporation.

10.      Special Election of Form of Payment

         Any participant under this Plan (except for the Chairman of the Board
of Directors of the Corporation on December 21, 1994) who, as of December 31,
1994, (i) is age fifty-four (54) or older and (ii) has at least four (4) years
of Credited Service (as defined in the Corporation's Supplemental Executive
Benefit Plan), may make an election, on a form supplied by the Committee, to
receive all, none, or a specified portion, in the same percentages as described
in Section 9 above, of his benefits under this Plan in a lump sum and to receive
any balance of such benefits in the form of an annuity (a "Special Election");
provided, that any such Special Election shall be effective for purposes of this
Plan only if such participant remains in employment with the Corporation or an
Affiliate (as defined in Section 12 below), as the case may be, for the one (1)
calendar month immediately following the Election Date, except in the case of
death or disability as provided below and complies with the administrative
procedures set forth by the Committee with respect to the making of the Special
Election; and provided further, that the Election Date with respect to any such
Special Election may not be later than January 31, 1995. A participant making
such Special Election shall be subject to the provisions of Section 12 of this
Plan.

         In the event a participant who has made a Special Election dies or
becomes "totally disabled" (as defined in The Dun & Bradstreet Corporation Long
Term Disability Plan) while employed by the Corporation or an Affiliate (as
defined in Section 12 below) and such death or total disability occurs during
the one (1) calendar month period immediately following the Election Date of
such Special Election, the participant shall, for purposes of this Section 10,
be deemed to have been employed with the Corporation or an Affiliate (as defined
in Section 12 below), as the case may be, for such one (1) calendar month
period, and such Special Election shall be effective with respect to benefits
payable to such participant or participant's beneficiaries under this Plan.

         The amount of any portion of the benefits payable as a lump sum under
this Section 10 will equal the present value of such portion of such benefits,
and the present value shall be determined (i) based on a discount rate equal to
the average of eighty-five percent (85%) of the fifteen (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 (3) months immediately preceding the date the annuity value
is determined and (ii) using the 1983 Group Annuity Mortality Table.


                                      -8-

<PAGE>   9
11.      Indemnification

         Subject to certain conditions as provided below, the Corporation shall
indemnify each participant or beneficiary who receives any benefits under this
Plan in the form of an annuity for any interest and penalties that may be
assessed by the U.S. Internal Revenue Service (the "Service") with respect to
U.S. federal income tax on such benefits (payable under the Plan in the form of
an annuity) upon final settlement or judgment with respect to any such
assessment in favor of the Service, provided the basis for the assessment is
that the amendment of this Plan to provide for the Election or the Special
Election causes the participant or the beneficiary, as the case may be, to be
treated as being in constructive receipt of such benefits prior to the time when
such benefits are actually payable under the Plan.

         In case any such assessment shall be made against a participant or
beneficiary, such participant or beneficiary, as the case may be (the
"indemnified party"), shall promptly notify the Corporation's Treasurer in
writing, and the Corporation, upon request of such indemnified party, shall
select and retain an accountant or legal counsel reasonably satisfactory to the
indemnified party to represent the indemnified party in connection with such
assessment and shall pay the fees and expenses of such accountant or legal
counsel related to such representation, and the Corporation shall have the right
to determine how and when such assessment by the Service should be settled,
litigated or appealed. In connection with any such assessment, any indemnified
party shall have the right to retain his own accountant or legal counsel, but
the fees and expenses of such accountant or legal counsel shall be at the
expense of such indemnified party unless the Corporation and the indemnified
party shall have mutually agreed to the retention of such accountant or legal
counsel.

         The Corporation shall not be liable to a participant or beneficiary for
any payments under this Section 11 with respect to any assessment described in
the second preceding paragraph if such participant or beneficiary against whom
such assessment is made has not notified or allowed the Corporation to
participate with respect to such assessment in the manner described above or,
following demand by the Corporation, has not made the deposit to avoid
additional interest or penalties as described below, or has agreed to, or
otherwise settled with the Service with respect to, such assessment without the
Corporation's written consent, provided, however, (i) if such assessment is
settled with such consent or if there is a final judgment for the Service, (ii)
the Corporation has been notified and allowed to participate in the manner as
provided above, and (iii) such participant or beneficiary has made any required
deposit to avoid additional interest or penalties as described below, the
Corporation agrees to indemnify the indemnified party to the extent set forth in
this Section 11.

         In the event a final settlement or judgment with respect to an
assessment as described under this Section 11 has been made against a
participant or beneficiary, such participant or beneficiary may elect to receive
a portion or all of his benefits that is otherwise payable as an annuity under
the Plan in the form of a lump sum in accordance with procedures as the
Committee may set forth, and such lump sum distribution will be made as soon as
practicable after any such election. At the time such assessment is made against
such participant or 


                                      -9-

<PAGE>   10
beneficiary (the "assessed party") and prior to any final settlement or
judgement with respect to such assessment, if so directed by the Corporation,
such assessed party shall, as a condition to receiving an indemnity under this
Section 11, as soon as practicable after notification of such assessment make a
deposit with the Service to avoid any additional interest or penalties with
respect to such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed party a
portion of his remaining benefit under the Plan, not to exceed the lump sum
value of such benefit under the Plan, determined using the actuarial assumptions
set forth in Section 9, solely for purposes of providing the assessed party with
funds to make a deposit with the Service to avoid any additional interest or
penalties with respect to such assessment.

12.      Limitations on Payment of Benefits

         If a participant under this Plan has, at any time, made an Election or
a Special Election to have all or a portion of the benefits under this Plan
distributed in a lump sum, such participant shall be subject to this Section 12.

         (a)      Notwithstanding any other provision of this Plan to the
                  contrary, no benefits or further benefits, as the case may be,
                  shall be paid to a participant who is subject to this Section
                  12 if the Committee reasonably determines that such
                  participant has:

                  (i)      To the detriment of the Corporation or any Affiliate,
                           directly or indirectly acquired, without the prior
                           written consent of the Committee, an interest in any
                           other company, firm, association, or organization
                           (other than an investment interest of less than one
                           percent (1%) in a publicly-owned company or
                           organization), the business of which is in direct
                           competition with the business (present or future) of
                           the Corporation or any of its Affiliates;

                  (ii)     To the detriment of the Corporation or any Affiliate,
                           directly or indirectly competed with the Corporation
                           or any Affiliate as an owner, employee, partner,
                           director or contractor of a business, in a field of
                           business activity in which the participant has been
                           primarily engaged on behalf of the Corporation or any
                           Affiliate or in which he has considerable knowledge
                           as a result of his employment by the Corporation or
                           any Affiliate, either for his own benefit or with any
                           person other than the Corporation or any Affiliate,
                           without the prior written consent of the Committee;
                           or

                  (iii)    Been discharged from employment with the Corporation
                           or any Affiliate for "Cause."

         (b)      An "Affiliate" for purposes of this Plan means any
                  corporation, partnership, division or other organization
                  controlling, controlled by or under common control with the
                  Corporation or any joint venture entered into by the
                  Corporation.


                                      -10-

<PAGE>   11
         (c)      "Cause" for purposes of this Section 12 shall include the
                  occurrence of any of the following events or such other
                  dishonest or disloyal act or omission as the Committee
                  determines to be "cause":

                  (i)      The participant has misappropriated any funds or
                           property of the Corporation or any Affiliate;

                  (ii)     The participant has, without the prior knowledge or
                           written consent of the Committee, obtained personal
                           profit as a result of any transaction by a third
                           party with the Corporation or any Affiliate; or

                  (iii)    The participant has sold or otherwise imparted to any
                           person, firm, or corporation the names of the
                           customers of the Corporation or any Affiliate or any
                           confidential records, data, formulae, specifications
                           and other trade secrets or other information of value
                           to the Corporation or any Affiliate derived by his or
                           her association with the Corporation or any
                           Affiliate.

         In any case described in this Section 12, the participant shall be
given prior written notice that no benefits or no further benefits, as the case
may be, will be paid to such participant. Such written notice shall specify the
particular act(s), or failures to act, on the basis of which the decision to
terminate his benefits has been made.

         Notwithstanding any other provision of this Plan to the contrary, a
participant who receives in a lump sum any portion of his benefits under this
Plan pursuant to an Election or Special Election shall receive such lump sum
portion of his benefits subject to the condition that if such participant
engages in any of the acts described in clause (i) or (ii) of this Section 12,
then such participant shall, within sixty (60) days after written notice by the
Corporation, repay to the Corporation the amount described in the immediately
following sentence. The amount to be repaid shall equal the amount, as
determined by the Committee, of the participant's lump sum benefit paid under
this Plan to which such participant 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 this Section 12.

13.      Miscellaneous

         This Plan may be terminated at any time by the Board, in which event
the rights of participants to their accrued benefits shall become
nonforfeitable. This Plan may also be amended at any time by the Board, except
that no such amendment shall deprive any participant of his benefits accrued at
the time of such amendment.

         No right to payment or any other interest under this Plan may be
alienated, sold, transferred, pledged, assigned, or made subject to attachment,
execution, or levy of any kind.


                                      -11-

<PAGE>   12
         Nothing in this Plan shall be construed as giving any employee the
right to be retained in the employ of the Corporation. The Corporation expressly
reserves the right to dismiss any employee at any time without regard to the
effect which such dismissal might have upon him under the Plan.

         This Plan shall be construed, administered and enforced according to
the laws of the State of New York.

14.      Other

         (a)      Notwithstanding anything in this Plan to the contrary, in
                  accordance with the terms of Article IV of the Employee
                  Benefits Agreement dated as of October 28, 1996, among the
                  Corporation, Cognizant Corporation ("Cognizant") and ACNielsen
                  Corporation ("ACNielsen") ("Cognizant EBA"):

                  (i)      Following the Effective Time (as such term is defined
                           in the Cognizant EBA) of the reorganization of the
                           Corporation's businesses referred to therein, the
                           Corporation shall retain liability for benefits under
                           this Plan of ACNielsen Employees (as such term is
                           defined in the Cognizant EBA) and Cognizant Employees
                           (as such term is defined in the Cognizant EBA) who
                           were participants in this Plan immediately prior to
                           the Effective Time (the "Cognizant and ACNielsen PEBP
                           Participants") to the extent that, prior to the
                           Effective Time, such benefits were accrued and to
                           which such participants had earned vested rights
                           hereunder;

                  (ii)     Solely with respect to determining the level of
                           benefits payable under this Plan, Cognizant and
                           ACNielsen shall have the authority to consent to the
                           termination of employment prior to age sixty (60) of
                           a Cognizant or ACNielsen PEBP Participant from the
                           Cognizant Group (as such term is defined in the
                           Cognizant EBA) or the ACNielsen Group (as such term
                           is defined in the Cognizant EBA), as the case may be;

                  (iii)    Benefits under this Plan shall not become payable to
                           a Cognizant or ACNielsen PEBP Participant until such
                           participant terminates employment from the Cognizant
                           Group or the ACNielsen Group (as the case may be);

                  (iv)     Employment of a Cognizant or ACNielsen PEBP
                           Participant by a member of the Cognizant Group or the
                           ACNielsen Group (as the case may be) after the
                           Effective Time shall not be deemed a violation of the
                           noncompetition clauses of Article 12 of this Plan;
                           and

                  (v)      Cognizant and ACNielsen PEBP Participants who
                           participated in this Plan immediately prior to the
                           Effective Time shall receive a distribution


                                      -12-

<PAGE>   13
                           hereunder, based on their notional elective deferrals
                           through the Effective Time, at the time distributions
                           are otherwise made under the Plan.

         (b)      Notwithstanding anything in this Plan to the Contrary, in
                  accordance with the terms of Article IV of the Employee
                  Benefits Agreement dated as of June 30, 1998, between the
                  Corporation and The New Dun & Bradstreet Corporation ("RHD
                  EBA"):

                  (i)      Following the Effective Time (as such term is defined
                           in the RHD EBA) of the reorganization of the
                           Corporation's businesses referred to therein, the
                           Corporation shall retain liability for benefits under
                           this Plan of those persons who, immediately after the
                           Effective Time, are employed by R.H. Donnelly Inc.
                           ("RHD") or any member of the RHD Group (as such term
                           is defined in the RHD EBA) who were participants in
                           this Plan immediately prior to the Effective Time
                           (the "RHD PEBP Participants") to the extent that,
                           prior to the Effective Time, such benefits were
                           accrued and to which such participants had earned
                           vested rights hereunder;

                  (ii)     Solely with respect to determining the level of
                           benefits payable under this Plan, RHD shall have the
                           authority to consent to the termination of employment
                           prior to age sixty (60) of an RHD PEBP Participant
                           from the RHD Group;

                  (iii)    Benefits under this Plan shall not become payable to
                           an RHD PEBP Participant until such participant
                           terminates employment from the RHD Group;

                  (iv)     Employment of an RHD PEBP Participant by the RHD
                           Group after the Effective Time, shall not be deemed a
                           violation of the noncompetition clauses of Article 12
                           of this Plan; and

                  (v)      RHD PEBP Participants who participated in this Plan
                           immediately prior to the Effective Time shall receive
                           a distribution hereunder, based on their notional
                           elective deferrals through the Effective Time, at the
                           time distributions are otherwise made under the Plan.

         (c)      Notwithstanding anything in this Plan to the contrary, in
                  accordance with the terms of Article IV of the Employee
                  Benefits Agreement dated as of September 30, 2000, among the
                  Corporation and The New D&B Corporation ("Moody's EBA"):

                  (i)      Following the Effective Time (as such term is defined
                           in the Moody's EBA) of the reorganization of the
                           Corporation's businesses referred to therein, the
                           Corporation shall retain liability for benefits under
                           this Plan of 


                                      -13-

<PAGE>   14
                           those persons who, immediately after the Effective
                           Time, are employed by Moody's Corporation ("Moody's")
                           or any member of the Moody's Group (as such term is
                           defined in the Moody's EBA) who were participants in
                           this Plan immediately prior to the Effective Time
                           (the "Moody's PBEP Participants") to the extent that,
                           prior to the Effective Time, such benefits were
                           accrued and to which such participants had earned
                           vested rights hereunder;

                  (ii)     Solely with respect to determining the level of
                           benefits payable under this Plan, Moody's shall have
                           the authority to consent to the termination of
                           employment prior to age sixty (60) of a Moody's PBEP
                           Participant from the Moody's Group;

                  (iii)    Benefits under this Plan shall not become payable to
                           a Moody's PBEP Participant until such participant
                           terminates employment from the Moody's Group;

                  (iv)     Employment of a Moody's PBEP Participant by the
                           Moody's Group after the Effective Time shall not be
                           deemed a violation of the noncompetition clauses of
                           Article 12 of this Plan; and

                  (v)      Moody's PBEP Participants who participated in this
                           Plan immediately prior to the Effective Time shall
                           receive a distribution hereunder, based on their
                           notional elective deferrals through the Effective
                           Time, at the time distributions are otherwise made
                           under the Plan.

15.      Effective Date

         This Plan shall be effective as of October 17, 1990, upon its adoption
by the Board of Directors of The Dun & Bradstreet Corporation.


                                      -14-



<PAGE>   1
                                                                   Exhibit 10.23


                       SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
                                       OF
                        THE DUN & BRADSTREET CORPORATION
              As Amended and Restated Effective September 30, 2000
                   -------------------------------------------

                                    PREAMBLE

         The principal purpose of this Supplemental Executive Benefit Plan is to
ensure the payment of a competitive level of retirement income and disability
benefits in order to attract, retain and motivate selected executives of the
Corporation and its affiliated companies.


                                   Section 1.

                                   Definitions

         1.1 "Affiliate" means any corporation, partnership, division or other
organization controlling, controlled by or under common control with the
Corporation or any joint venture entered into by the Corporation.

         1.2 "Average Final Compensation" means the greater of (a) a
Participant's or Vested Former Participant's average final compensation as
defined in The Dun & Bradstreet Corporation Retirement Account as if no
provision were set forth therein incorporating limitations imposed by Sections
401, 415 or any other applicable Section of the Code, or (b) if the Participant
is disabled at the time of his Retirement, the Participant's Basic Earnings. For
purposes of (a), Average Final Compensation will not include an employee's
compensation while the employee is
 a Vested Former Participant or a Former
Participant and will include compensation from the date of the Participant's
employment with the Corporation or an Affiliate.

         1.3 "Basic Disability Plan" means as to any Participant either (a) the
long-term disability plan of the Corporation or an Affiliate pursuant to which
long-term disability benefits are payable to such Participant or (b) if the
Affiliate which employs such Participant has not adopted a long-term disability
plan, the long-term disability plan of the Corporation.

         1.4 "Basic Disability Plan Benefit" means the amount of benefits
actually payable to a Participant from the Basic Disability Plan or which would
be payable if the Participant were a member of such Plan. For purposes of
determining a Participant's Basic Disability Plan Benefit, a disability benefit
shall not be treated as actually payable to a Participant unless the Participant
is actually covered by a long-term disability plan of the Corporation or an
Affiliate.

         1.5 "Basic Earnings" means the total amount paid by the Corporation or
any Affiliate to a Participant in the twelve (12) months immediately preceding
the onset of the Participant's disability, (a) including salary, wages, regular
cash bonuses and commissions, lump sum payments in lieu of foregone merit
increases, "bonus buyouts" as the result of job 

<PAGE>   2
                                                                               2


changes, and any portion of such amounts (i) voluntarily deferred or reduced by
the Participant under any employee benefit plan of the Corporation or any
Affiliate available to all levels of Employees of the Corporation and/or any
Affiliate(s) on a non-discriminatory basis upon satisfaction of eligibility
requirements or (ii) voluntarily deferred or reduced under any executive
deferral plan of the Corporation or any Affiliate (so long as such amounts would
otherwise not have been excluded had they not been deferred), but (b) excluding
any pension, retainers, severance pay, special stay-on bonus payments, 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 and other special
remuneration (including performance units).

         1.6 "Basic Plan" means, as to any Participant or Vested Former
Participant, the defined benefit pension plan of the Corporation or an
Affiliate, which is intended to meet the requirements of Section 401(a) of the
Code and pursuant to which retirement benefits are payable to such Participant
or Vested Former Participant or to the Surviving Spouse or designated
beneficiary of a deceased Participant or Vested Former Participant.

         1.7 "Basic Plan Benefit" means the amount of benefits payable from the
Basic Plan to a Participant or Vested Former Participant.

         1.8 "Board" means the Board of Directors of The Dun & Bradstreet
Corporation.

         1.9 "Change in Control" means:

                  (a) Any "person," as such term is used in Section 13(d) and
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 Corporation owned,
directly or indirectly, by the shareholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Corporation representing
twenty percent (20%) or more of the combined voting power of the Corporation's
then outstanding securities;

                  (b) during any period of twenty-four (24) months (not
including any period prior to the effective date of this provision), individuals
who at the beginning of such period constitute the Board, and any new director
(other than (i) a director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in clause (a),
(c) or (d) of this Section), (ii) a director designated 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 designated by any Person who is the Beneficial Owner, directly or
indirectly, of securities of the Corporation representing ten percent (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
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors 

<PAGE>   3
                                                                               3


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 shareholders of the Corporation approve a merger or
consolidation of the Corporation with any other company, other than (i) a merger
or consolidation 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 fifty percent (50%) 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 twenty percent (20%) or more of the combined voting power of the then
outstanding securities of the Corporation or such surviving entity; or

                  (d) the shareholders 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.

         1.10 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         1.11 "Committee" means the Compensation and Benefits Committee of the
Board.

         1.12 "Corporation" means The Dun & Bradstreet Corporation, a Delaware
corporation, and any successor or assigns thereto.

         1.13 "Credited Service" means a Participant's, Former Participant's or
Vested Former Participant's Credited Service as defined in The Dun & Bradstreet
Corporation Retirement Account, except that Credited Service will include
service while the Participant is receiving Disability Benefits and service from
the date the Participant, Former Participant or Vested Former Participant was
employed by the Corporation or an Affiliate, but will not include service while
an employee is a Former Participant or Vested Former Participant. In the case of
an acquired company, however, the Participant's, Former Participant's or Vested
Former Participant's service with that company prior to the date of acquisition
will not be counted unless such service is recognized for benefit accrual
purposes under the relevant Basic Plan.

         1.14 "Disability Benefit" means the benefits provided to Participants
and Vested Former Participants pursuant to Section 5 of the Plan.

         1.15 "Effective Date" means July 1, 1989.

         1.16 "Election" means an election as to the form of benefit payment
made pursuant to Section 4.5 of the Plan.

         1.17 "Election Date" means the date that a properly completed election
form with respect to an Election or a Special Election is received by the
Corporation's Treasurer.

<PAGE>   4
                                                                               4


         1.18 "Former Participant" means an employee who has not completed five
(5) or more years of Credited Service at the time his employment with the
Corporation or an Affiliate terminates or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.

         1.19 "Other Disability Income" means (a) the disability insurance
benefit that the Participant is entitled to receive under the Federal Social
Security Act while he is receiving the Basic Disability Plan Benefit and (b) the
disability income payable to a Participant from the following sources:

                  (i) any supplemental executive disability plan of any
Affiliate; and

                  (ii) any other contract, agreement or other arrangement with
the Corporation or an Affiliate (excluding any Basic Disability Plan) to the
extent it provides disability benefits.

         1.20 "Other Retirement Income" means (a) (i) the Social Security
retirement benefit that the Participant or Vested Former Participant is entitled
to receive under the Federal Social Security Act as of the date of his
Retirement or (ii) if the Participant or Vested Former Participant is not
eligible to receive a Social Security retirement benefit commencing on such
date, the Social Security retirement benefit he is entitled to receive at the
earliest age he is eligible to receive such a benefit, discounted to the date
his Benefit under the Plan actually commences, using the actuarial assumptions
then in use under the relevant Basic Plan, assuming for purposes of (i) and (ii)
above that for years prior to the Participant's employment with the Corporation
and for years following the Participant's termination of employment with the
Corporation up until the Participant attains age sixty-two (62), the Participant
earned compensation so as to accrue the maximum Social Security benefits, and
(b) the retirement income payable to a Participant or Vested Former Participant
from the following sources:

                  (a) any retirement benefits equalization plan of the
Corporation or an Affiliate or any former Affiliate, the purpose of which is to
provide the Participant or Vested Former Participant with the benefits he is
precluded from receiving under any relevant Basic Plan as a result of
limitations under the Internal Revenue Code; and

                  (b) any supplemental executive retirement plan of any
Affiliate; and

                  (c) any other contract, agreement or other arrangement with
the Corporation or an Affiliate or any former Affiliate (excluding any Basic
Plan and any defined contribution plan intended to meet the requirements of
Section 401(a) of the Code) to the extent it provides retirement or pension
benefits.

         1.21 "Participant" means an employee of the Corporation or an Affiliate
who becomes a participant in the Plan pursuant to Section 2 and has not been
removed pursuant to Section 2.2.

         1.22 "Plan" means this Supplemental Executive Benefit Plan of The Dun &
Bradstreet Corporation, as amended from time to time.

<PAGE>   5
                                                                               5

         1.23 "Potential Change in Control" means:

                  (a) the Corporation enters into an agreement, the consummation
of which would result in the occurrence of a Change in Control of the
Corporation;

                  (b) any person (including the Corporation) publicly announces
an intention to take or to consider taking actions which if consummated would
constitute a Change in Control of the Corporation;

                  (c) any person, other than a trustee or their fiduciary
holding securities under an employee benefit plan of the Corporation (or a
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation), who is or becomes the beneficial owner, directly or
indirectly, of securities of the Corporation representing nine and one half
percent (9.5%) or more of the combined voting power of the Corporation's then
outstanding securities, increases his beneficial ownership of such securities by
five percent (5%) or more over the percentage so owned by such person; or

                  (d) the Board adopts a resolution to the effect that, for
purposes of this Plan, a Potential Change in Control of the Corporation has
occurred.

         1.24 "Retirement" means the termination, other than at death, of a
Participant's or Vested Former Participant's employment with the Corporation or
an Affiliate (a) after reaching age fifty-five (55) and completing ten (10)
years of Vesting Service, or (b) immediately following the cessation of the
payment of Disability Benefits under the Plan to such Participant or Vested
Former Participant while he is still disabled, as such term is defined under the
Basic Disability Plan.

         1.25 "Retirement Benefit" means the benefits provided to Participants
and Vested Former Participants pursuant to Section 4 of the Plan.

         1.26 "Special Election" means an election as to the form of benefit
payment made pursuant to Section 4.6 of the Plan.

         1.27 "Surviving Spouse" means the spouse of a deceased Participant or
Vested Former Participant to whom such Participant or Vested Former Participant
is legally married immediately preceding such Participant or Vested Former
Participant's death.

         1.28 "Surviving Spouse's Benefits" mean the benefits provided to a
Participant's or Vested Former Participant's Surviving Spouse pursuant to
Section 6 of the Plan.

         1.29 "Vested Former Participant" means an employee who completed five
(5) or more years of Credited Service at the time his employment with the
Corporation or an Affiliate terminated or at the time he was removed, upon
written notice by the Chief Executive Officer of the Corporation and with the
approval of the Committee, from further participation in the Plan.

<PAGE>   6
                                                                               6


         1.30 The masculine gender, where appearing in the Plan, will be deemed
to include the feminine gender, and the singular may include the plural, unless
the context clearly indicates to the contrary.

                                   Section 2.

                          Eligibility and Participation

         2.1 All key management employees of the Corporation and its Affiliates
who are responsible for the management, growth or protection of the business of
the Corporation and its Affiliates, who are designated by the Chief Executive
Officer of the Corporation in writing, are eligible, upon approval by the
Committee, for participation in the Plan as of the effective date of such
designation.

         2.2 A Participant's participation in the Plan shall terminate upon
termination of his or her employment. Prior to termination of employment, a
Participant may be removed, upon written notice by the Chief Executive Officer
of the Corporation and with the approval of the Committee, from further
participation in the Plan. As of the date of termination or removal, no further
benefits shall accrue to such individual.

                                   Section 3.

                            Eligibility For Benefits

         3.1 Each Participant or Vested Former Participant is eligible for an
annual Retirement Benefit under this Plan upon Retirement, or upon termination
of employment with the Corporation before Retirement after completing five (5)
or more years of Credited Service.

         3.2 Each Participant is eligible to commence receiving a Disability
Benefit under this Plan upon the actual or deemed commencement of benefits under
the relevant Basic Disability Plan. Notwithstanding the above, a Participant may
not receive a Disability Benefit if he has not previously enrolled for the
maximum disability insurance coverage available under the relevant Basic
Disability Plan.

         3.3 Notwithstanding any other provision of the Plan to the contrary, no
benefits or no further benefits, as the case may be, shall be paid to a
Participant, Vested Former Participant or Surviving Spouse if the Committee
reasonably determines that such Participant or Vested Former Participant has:

                  (a) to the detriment of the Corporation or any Affiliate,
directly or indirectly acquired, without the prior written consent of the
Committee, an interest in any other company, firm, association, or organization
(other than an investment interest of less than one percent (1%) in a
publicly-owned company or organization), the business of which is in direct
competition with any business of the Corporation or an Affiliate;


<PAGE>   7
                                                                               7


                  (b) to the detriment of the Corporation or any Affiliate,
directly or indirectly competed with the Corporation or any Affiliate as an
owner, employee, partner, director or contractor of a business, in a field of
business activity in which the Participant or Vested Former Participant has been
primarily engaged on behalf of the Corporation or any Affiliate or in which he
has considerable knowledge as a result of his employment by the Corporation or
any Affiliate, either for his own benefit or with any person other than the
Corporation or any Affiliate, without the prior written consent of the
Committee; or

                  (c) been discharged from employment with the Corporation or
any Affiliate for "Cause". "Cause" shall include the occurrence of any of the
following events or such other dishonest or disloyal act or omission as the
Committee reasonably determines to be "cause":

                  (i) the Participant or Vested Former Participant has
misappropriated any funds or property of the Corporation or any Affiliate or
committed any other act of willful malfeasance or willful misconduct in
connection with his or her employment;

                  (ii) the Participant or Vested Former Participant has, without
the prior knowledge or written consent of the Committee, obtained personal
profit as a result of any transaction by a third party with the Corporation or
any Affiliate;

                  (iii) the Participant or Vested Former Participant has sold or
otherwise imparted to any person, firm, or corporation the names of the
customers of the Corporation or any Affiliate or any confidential records, data,
formulae, specifications and other trade secrets or other information of value
to the Corporation or any Affiliate derived by his or her association with the
Corporation or any Affiliate;

                  (iv) the Participant or Vested Former Participant fails, on a
continuing basis, to perform such duties as are requested by any employee to
whom the Participant or Vested Former Participant reports or the Board; or

                  (v) the Participant or Vested Former Participant commits any
felony or any misdemeanor involving moral turpitude.

In any case described in this Section 3.3, the Participant, Vested Former
Participant 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
Participant, Vested Former Participant or Surviving Spouse. Such written notice
shall specify the particular act(s), or failures to act, on the basis of which
the decision to terminate benefits has been made.

         3.4 (a) Notwithstanding any other provision of the Plan to the
contrary, a Participant or Vested Former Participant who receives in a lump sum
any portion of his Retirement Benefit pursuant to an Election or Special
Election shall receive such lump sum portion of his Retirement Benefit subject
to the condition that if such Participant or Vested Former Participant engages
in any of the acts described in clause (i) or (ii) of Section 3.3(c), then such
Participant or Vested Former Participant shall, within sixty (60) days after
written notice by the Corporation, repay to the Corporation the amount described
in Section 3.4(b).

<PAGE>   8
                                                                               8


                  (b) The amount described under this Section 3.4(b) shall equal
the amount, as determined by the Committee, of the Participant's or Vested
Former Participant's lump sum benefit paid under this Plan to which such
Participant or Vested Former Participant 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 3.3.

                                   Section 4.

                     Amount and Form of Retirement Benefits

         4.1 The Retirement Benefit provided by the Plan is designed to provide
each Participant and Vested Former Participant with an annual pension from the
Plan and certain other sources equal to his Retirement Benefit as hereinafter
specified. Thus, the Retirement Benefits described hereunder as payable to
Participants and Vested Former Participants will be offset by retirement
benefits payable from sources outside the Plan as specified herein.

         4.2 (a) The Retirement Benefit of a Participant or Vested Former
Participant upon Retirement shall be an annual benefit equal to

                  (i) for a Participant or Vested Former Participant who had
attained age fifty (50) and had been credited with at least ten (10) years of
Vesting Service as of January 15, 1997 or a Participant or Vested Former
Participant whose age plus years of Vesting Service is equal to or greater than
seventy (70) as of January 15, 1997, or other individuals designated by the
Chief Executive Officer: fifty percent (50%) of his Average Final Compensation
with respect to his first ten (10) years of Credited Service, plus two percent
(2%) of such Average Final Compensation for each year of Credited Service in
excess of ten (10) years of Credited Service, but not to exceed fifteen (15)
years of Credited Service, offset by his Other Retirement Income and his Basic
Plan Benefit; a full month is credited for each completed and partial month of
age and Credited Service;

                  (ii) for each other Participant or Vested Former Participant:
forty percent (40%) of his Average Final Compensation with respect to his first
ten (10) years of credited service, plus two percent (2%) of Average Final
Compensation for each year of Credited Service in excess of ten (10) years of
Credited Service, but not to exceed twenty (20) years of Credited Service,
offset by his Other Retirement Income and his Basic Plan Benefit. A full month
is credited for each completed and partial month of Credited Service. If such a
Participant or Vested Former Participant retires before age sixty (60) without
the Corporation's consent, his Retirement Benefit shall be reduced by three
percent (3%) for each year or fraction thereof that Retirement commenced prior
to reaching age sixty (60).

                  (b) Any portion of the Retirement Benefit provided under this
Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant retires, and any portion of such Retirement Benefit
payable in a lump sum pursuant to Section 4.4 shall be paid on the date that 

<PAGE>   9
                                                                               9


is sixty (60) days after the date when annuity payments under this Section 4.2
commence, or would commence if any portion of the Retirement Benefit were
payable in the form of an annuity, or as soon as practicable thereafter,
provided the Committee has approved any such lump sum payments.

         4.3 (a) Subject to Section 4.3(c), the Retirement Benefit of a
Participant or Vested Former Participant who terminates employment with the
Corporation with five (5) or more years of Credited Service before he is
eligible to retire under the relevant Basic Plan shall be an annual benefit
equal to

                  (i) for a Participant or Vested Former Participant who had
attained age fifty (50) and had been credited with at least ten (10) years of
Vesting Service as of January 15, 1997 or a Participant or Vested Former
Participant whose age plus years of Vesting Service is equal to or greater than
seventy (70) as of January 15, 1997, or other individuals designated by the
Chief Executive Officer: twenty-five percent (25%) of his Average Final
Compensation for his first five (5) years of Credited Service, plus five percent
(5%) of Average Final Compensation for each additional year of Credited Service
between six (6) and ten (10) years of Credited Service, plus two percent (2%) of
Average Final Compensation for each additional year of Credited Service from
eleven (11) to fifteen (15) years, offset by his Other Retirement Income and his
Basic Plan Benefit; a full month is credited for each completed and partial
month of Credited Service; and

                  (ii) for each other Participant or Vested Former Participant:
twenty percent (20%) of his Average Final Compensation with respect to his first
five (5) years of Credited Service, plus four percent (4%) of Average Final
Compensation for each additional year of Credited Service between six (6) and
ten (10) years of Credited Service, plus two percent (2%) of Average Final
Compensation for each additional year of Credited Service from eleven (11) to
twenty (20) years, offset by his Other Retirement Income and his Basic Plan
Benefit; a full month is credited for each completed and partial month of
Credited Service.

                  (b) Any portion of the Retirement Benefit provided under this
Section 4.3 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of the
calendar month coinciding with or next following the day the Participant or
Vested Former Participant reaches age fifty-five (55) or the date of his
termination, if later, and any portion of such Retirement Benefit payable in a
lump sum pursuant to Section 4.4 shall be paid on the date that is sixty (60)
days after the date when annuity payments under this Section 4.3 commence, or
would commence if any portion of the Retirement Benefit were payable in the form
of an annuity, or as soon as practicable thereafter, provided the Committee has
approved any such lump sum payments.

                  (c) If a Participant or Vested Former Participant terminates
employment with the Corporation without the Corporation's consent, and the
payment of his Retirement Benefit commences, or would commence if it were
payable in the form of an annuity, before he reaches age sixty (60), his
Retirement Benefit shall be reduced by ten percent (10%) for each year or
fraction thereof that the payment of his Retirement Benefit commences, or would
commence if it were payable in the form of an annuity, prior to his reaching age
sixty (60).

<PAGE>   10
                                                                              10


         4.4 (a) Except as provided under Section 4.4(b) or Section 4.4(c), a
Retirement Benefit under this Plan shall be payable to a Participant or Vested
Former Participant in the form of a straight life annuity and without regard to
any optional form of benefits elected under the Basic Plan.

                  (b) If a Participant or a Vested Former Participant makes an
Election while he is a Participant pursuant to Section 4.5 or a Special Election
pursuant to Section 4.6 and such Election or Special Election becomes effective
(i) prior to the date such Participant or such Vested Former Participant retires
or terminates employment with the Corporation or an Affiliate and (ii) while he
was still a Participant, a Retirement Benefit under this Plan shall be payable
to such Participant or such Vested Former Participant in the form or combination
of forms of payment elected pursuant to such Election or Special Election under
Section 4.5 or Section 4.6, as the case may be, and without regard to any
optional form of benefit elected under the Basic Plan. Any lump sum distribution
of a Participant's or Vested Former Participant's Retirement Benefit under the
Plan shall fully satisfy all present and future Plan liability with respect to
such Participant or Vested Former Participant for such portion or all of such
Retirement Benefit so distributed.

                  (c) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Participant's or Vested Former
Participant's Retirement Benefit is Ten Thousand Dollars ($10,000) or less at
the time such Retirement Benefit is payable under this Plan, such benefit shall
be payable as a lump sum.

                  (d) If the Retirement Benefit under this Plan is payable to a
Participant or Vested Former Participant in a different form and/or at a
different time than his Other Retirement Income or his Basic Plan Benefits, the
offset provided in this Plan for such Participant's or Vested Former
Participant's Other Retirement Income and Basic Plan Benefit shall be converted,
using actuarial assumptions that are reasonable and appropriate and in
accordance with applicable law at the time the benefit under this Plan is
determined, to the extent required as follows, but solely for purposes of
calculating the amount of such offset:

                  (i) a percentage of the benefits to be offset equal to the
percentage of such Participant's or Vested Former Participant's benefits payable
in the form of an annuity under this Plan shall be actuarially converted to the
extent required into the form of a straight life annuity, commencing at the time
such benefits payable under this Plan commence or on the date such Participant
or Vested Former Participant would first become eligible for the payment of such
benefits under this Plan, if earlier; and

                  (ii) the balance, if any, of the benefits to be offset shall
be actuarially converted to a lump sum payment payable on the date which is
sixty (60) days after the date described in Section 4.4(d)(i).

         4.5 (a) A Participant may elect, on a form supplied by the Committee,
to receive all, none, or a specified portion, as provided in Section 4.5(c), of
his Retirement Benefit under the Plan in a lump sum and to receive any balance
of such Retirement Benefit in the form of an annuity; provided, that any such
Election shall be effective for purposes of this Plan only if 

<PAGE>   11
                                                                              11


the conditions of Section 4.5(b) are satisfied. A Participant may elect a
payment form different than the payment form previously elected by him under
this Section 4.5(a) by filing a revised election form; provided, that any such
new Election shall be effective only if the conditions of Section 4.5(b) are
satisfied with respect to such new Election. Any prior Election made by a
Participant that has satisfied the conditions of Section 4.5(b) remains
effective for purposes of the Plan until such Participant has made a new
Election satisfying the conditions of Section 4.5(b). The amount of any portion
of a Participant's or a Vested Former Participant's Retirement Benefit payable
as a lump sum under this Section 4.5 will equal the present value of such
portion of the Retirement Benefit, and such present value shall be determined
(i) based on a discount rate equal to eighty-five percent (85%) of the average
of the fifteen (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 Participant's Election under Section 4.5(a) becomes
effective only if the following conditions are satisfied: (i) such Participant
remains in the employment of the Corporation or an Affiliate, as the case may
be, for the full twelve (12) calendar months immediately following the Election
Date of such Election, except in case of death or disability of such Participant
as provided in Section 4.5(d), and (ii) such Participant complies with the
administrative procedures set forth by the Committee with respect to the making
of the Election.

                  (c) A Participant making an election under Section 4.5(a) may
specify the portion of his Retirement Benefit under the Plan to be received in a
lump sum as follows: zero percent (0%), twenty-five percent (25%), fifty percent
(50%), seventy-five percent (75%) or one hundred percent (100%).

                  (d) In the event a Participant who has made an Election
pursuant to Section 4.5(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the Corporation
or an Affiliate and such death or total and permanent disability occurs during
the twelve (12) calendar month period, as described under Section 4.5(b)(i),
immediately following the Election Date of such Election, the condition under
Section 4.5(b)(i) shall be deemed satisfied with respect to such Participant.

         4.6 (a) Any Participant (except the Chairman of the Board of Directors
of the Corporation on December 21, 1994) who, as of December 31, 1994 (i) is age
fifty-four (54) or older and (ii) has at least four (4) years of Credited
Service, may elect, on a form supplied by the Committee, to receive all, none,
or a specified portion, in the same percentages as described in Section 4.5(c),
of his Retirement Benefit under the Plan in a lump sum and to receive any
balance of such Retirement Benefit in the form of an annuity; provided, that any
such Special Election shall be effective for purposes of this Plan only if such
Participant remains in employment with the Corporation or an Affiliate, as the
case may be, for the one (1) calendar month immediately following the Election
Date, except in the case of death or total and permanent disability as provided
in Section 4.6(b), and complies with the administrative procedures set forth by
the Committee for making such Special Election; and provided further, that the
Election Date with respect to any such Special Election is not later than
January 31, 1995. The amount of any portion of a Participant's or a Vested
Former Participant's Retirement Benefit payable as a lump sum under this Section
4.6 will equal the present value of such portion 

<PAGE>   12
                                                                              12


of the Retirement Benefit, and such present value shall be determined (A) based
on a discount rate equal to the average of eighty-five percent (85%) of the
fifteen (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 (3) months immediately
preceding the date the annuity value is determined, and (B) using the 1993 Group
Annuity Mortality Table.

                  (b) In the event a Participant who has made a Special Election
pursuant to Section 4.6(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the Corporation
or an Affiliate and such death or total and permanent disability occurs during
the one (1) calendar month period, as described under Section 4.6(a) immediately
following the Election Date of such Special Election, the condition under
Section 4.6(a) requiring that such Participant remain employed with the
Corporation or an Affiliate, as the case may be, for the one (1) calendar month
period immediately following the Election Date of such Election shall be deemed
satisfied.

         4.7 Subject to Section 3.1, Section 3.3, Section 3.4 and the foregoing
limitations of this Section 4, the Retirement Benefit of each Participant and
Vested Former Participant under the Plan shall at all times be one hundred
percent (100%) vested and nonforfeitable.

         4.8 (a) Subject to Section 4.8(c), the Corporation shall indemnify each
Participant, Vested Former Participant and Surviving Spouse who receives any
portion of a Retirement Benefit or Surviving Spouse's Benefit under this Plan in
the form of an annuity for any interest and penalties that may be assessed by
the U.S. Internal Revenue Service (the "IRS") with respect to U.S. federal
income tax on such benefits (payable under the Plan in the form of an annuity)
upon final settlement or judgment with respect to any such assessment in favor
of the IRS, provided the basis for the assessment is that the amendment of the
Plan to provide for the Election or the Special Election causes the Participant,
Vested Former Participant or Surviving Spouse, as the case may be, to be treated
as being in constructive receipt of such benefits prior to the time when such
benefits are actually payable under the Plan.

                  (b) In case any assessment shall be made against a
Participant, Vested Former Participant or Surviving Spouse as described in
Section 4.8(a), such Participant, Vested Former Participant or Surviving Spouse,
as the case may be (the "indemnified party"), shall promptly notify the
Corporation's Treasurer in writing and the Corporation, upon request of such
indemnified party, shall select and retain an accountant or legal counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party in connection with such assessment and shall pay the fees and expenses of
such an accountant or legal counsel related to such representation, and the
Corporation shall have the right to determine how and when such assessment by
the IRS should be settled, litigated or appealed. In connection with any such
assessment, any indemnified party shall have the right to retain his own
accountant or legal counsel, but the fees and expenses of such accountant or
legal counsel shall be at the expense of such indemnified party unless the
Corporation and the indemnified party shall have mutually agreed to the
retention of such accountant or legal counsel.

                  (c) The Corporation shall not be liable for any payments under
this Section 4.8 with respect to any assessment described in Section 4.8(a) if a
Participant, Vested 

<PAGE>   13
                                                                              13


Former Participant or Surviving Spouse against whom such assessment is made has
not promptly notified or allowed the Corporation to participate with respect to
such assessment in the manner described in Section 4.8(b) or, following demand
by the Corporation, has not made the deposit to avoid additional interest or
penalties as described in Section 4.8(d) or has agreed to, or otherwise settled
with the IRS with respect to, such assessment without the Corporation's written
consent; provided, however, if (i) such assessment is settled with such consent
or if there is a final judgment for the IRS, (ii) the Corporation has been
notified and allowed to participate in the manner as provided in Section 4.8(b),
and (iii) such Participant, Vested Former Participant or Surviving Spouse has
made any required deposit to avoid additional interest or penalty as described
in Section 4.8(d), the Corporation agrees to indemnify the indemnified party to
the extent set forth in this Section 4.8.

                  (d) In the event a final settlement or judgment with respect
to an assessment as described under Section 4.8 has been made against a
Participant, Vested Former Participant or Surviving Spouse, such Participant,
Vested Former Participant or Surviving Spouse may elect to receive a portion or
all of his Retirement Benefit or Surviving Spouse's Benefit that is otherwise
payable as an annuity under the Plan in the form of a lump sum in accordance
with procedures as the Committee may set forth, and such lump sum distribution
will be made as soon as practicable after any such election. At the time such
assessment is made against such Participant, Vested Former Participant or
Surviving Spouse (the "assessed party") and prior to any final settlement or
judgment with respect to such assessment, if so directed by the Corporation,
such assessed party shall, as a condition to receiving any indemnity under this
Section 4.8, as soon as practicable after notification of such assessment make a
deposit with the IRS to avoid any additional interest or penalties with respect
to such assessment and, upon the request of such assessed party, the Corporation
shall lend, or arrange for the lending to, such assessed party a portion of his
remaining Retirement Benefit or Surviving Spouse's Benefit under the Plan, not
to exceed the lump sum value of such benefit under the Plan, determined using
the actuarial assumptions set forth in Section 4.5(a), solely for purposes of
providing the assessed party with funds to make a deposit with the IRS to avoid
any additional interest or penalties with respect to such assessment.

                                   Section 5.

                               Disability Benefits

         5.1 The Disability Benefit provided by the Plan is designed to provide
each Participant with a disability benefit from the Plan and certain other
sources equal to his Disability Benefit as hereinafter specified. Thus,
Disability Benefits described hereunder as payable to Participants will be
offset by disability benefits payable from sources outside the Plan (other than
benefits payable under the relevant Basic Disability Plan) as specified herein.

         5.2 In the event that a Participant has become totally and permanently
disabled for the purposes of the relevant Basic Disability Plan, an annual
Disability Benefit shall be payable in monthly installments under this Plan
during the same period as disability benefits are actually or deemed paid by the
relevant Basic Disability Plan, in an amount equal to sixty percent (60%) of the
Participant's Basic Earnings. Such Disability Benefit shall be offset by the

<PAGE>   14
                                                                              14


Participant's Other Disability Income, if any. A Participant's Disability
Benefits shall also be offset by the Participant's Basic Plan Benefit, if the
Participant's Basic Disability Plan Benefit does not already include such an
offset.

                                   Section 6.

                           Surviving Spouse's Benefits

         6.1 Upon the death of a Participant or Vested Former Participant, while
employed by the Corporation or an Affiliate, who has completed at least ten (10)
years of Credited Service with the Corporation or an Affiliate and has attained
age fifty-five (55), his Surviving Spouse will be entitled to a Surviving
Spouse's Benefit under this Plan equal to fifty percent (50%) of the Retirement
Benefit that would have been provided from the Plan had the Participant or
Vested Former Participant retired from the Corporation or an Affiliate with the
Corporation's consent, on the date of his death.

         6.2 Upon the death of a Participant or Vested Former Participant, while
employed by the Corporation or an Affiliate, who has completed at least five (5)
years of Credited Service with the Corporation or an Affiliate and has not
attained age fifty-five (55), his Surviving Spouse will be entitled to a
Surviving Spouse's Benefit under this Plan equal to fifty percent (50%) of the
Retirement Benefit that would have been provided from the Plan had the
Participant or Vested Former Participant terminated employment with the
Corporation or an Affiliate on the date of his death with the Corporation's
consent, and elected to have the payment of his Basic Plan Benefit commence at
age fifty-five (55) in the form of a straight life annuity.

         6.3 Upon the death of a Vested Former Participant while no longer
employed by the Corporation or an Affiliate, who has not attained age fifty-five
(55), his Surviving Spouse will be entitled to a Surviving Spouse's Benefit
under this Plan equal to fifty percent (50%) of the Retirement Benefit that
would have been provided from the Plan to the Vested Former Participant at age
fifty-five (55), taking into account whether the Corporation consented to the
termination.

         6.4 Upon the death of a Participant or Vested Former Participant, while
employed by the Corporation or an Affiliate, who has completed at least five
(5), but less than ten (10) years of Credited Service with the Corporation or an
Affiliate and has attained age fifty-five (55), his Surviving Spouse will be
entitled to a Surviving Spouse's Benefit under this Plan equal to fifty percent
(50%) of the Retirement Benefit that would have been provided from the Plan had
the Participant or Vested Former Participant terminated employment with the
Corporation or an Affiliate on the date of his death with the Corporation's
consent and his Basic Plan Benefit commenced immediately in the form of a
straight life annuity.

         6.5 Upon the death of a Vested Former Participant while he is receiving
Retirement Benefits, his Surviving Spouse shall receive a Surviving Spouse's
Benefit equal to fifty percent (50%) of the Retirement Benefit the Vested Former
Participant was receiving at the time of his death.

<PAGE>   15
                                                                              15


         6.6 Except as provided in Section 6.8, the Surviving Spouse's Benefit
provided under Section 6.1, 6.4 and 6.5 will be payable monthly, will commence
as of the first day of the month coincident with or next following the month in
which the Participant or Vested Former Participant dies, and will continue until
the first day of the month in which the Surviving Spouse dies.

         6.7 Except as provided in Section 6.8, the Surviving Spouse's Benefit
provided under Section 6.2 and 6.3 will be payable monthly, will commence as of
the first day of the month coincident with or next following the month in which
the Participant or Vested Former Participant would have attained age fifty-five
(55), and will continue until the first day of the month in which the Surviving
Spouse dies.

         6.8 (a) If a Participant or a Vested Former Participant while he was a
Participant has made an Election under Section 4.5 or a Special Election under
Section 4.6 and such Election or Special Election is effective on the date of
such Participant's or Vested Former Participant's death, the Surviving Spouse's
Benefit payable to a Surviving Spouse of such Participant or Vested Former
Participant will be payable in the form or combination of forms of payment so
elected by such Participant or Vested Former Participant pursuant to such
Election or Special Election. The amount of any lump sum payment under this
Section 6.8 shall be the present value of the applicable portion of the
Surviving Spouse's Benefit payable under the Plan, and such present value shall
be determined using the actuarial assumptions set forth in Section 4.5(a). Any
lump sum distribution of a Surviving Spouse's Benefit under the Plan shall fully
satisfy all present and future Plan liability with respect to such Surviving
Spouse for such portion or all of such Surviving Spouse's Benefit so
distributed.

                  (b) Notwithstanding any Election or Special Election made
under Section 4.5 or 4.6, if the lump sum value, determined in the same manner
as provided under Section 4.5(a), of a Surviving Spouse's Benefit is Ten
Thousand Dollars ($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 portion of a Surviving Spouse's Benefit provided under
Section 6.1, 6.4 and 6.5 which is payable as an annuity shall be paid in the
manner and at such time as set forth in Section 6.6, and any such benefit which
is payable as a lump sum shall be paid sixty (60) days after the date when
annuity payments commence, or would commence if any portion of such Surviving
Spouse's Benefit were payable as an annuity as set forth in Section 6.6.

                  (d) Any portion of a Surviving Spouse's Benefit provided under
Section 6.2 and 6.3 which is payable as an annuity shall be paid in the manner
and at such time as set forth in Section 6.7, and any such benefit which is
payable as a lump sum shall be paid sixty (60) days after the date when annuity
payments commence, or would commence if any portion of such Surviving Spouse's
Benefit were payable as an annuity, as set forth in Section 6.7.

         6.9 Notwithstanding the foregoing provisions of Section 6, the amount
of a Surviving Spouse's Benefit shall be reduced by one (1) percentage point for
each year (including 

<PAGE>   16
                                                                              16


a half year or more as a full year) in excess of ten (10) that the age of the
Participant or Vested Former Participant exceeds the age of the Surviving
Spouse.

                                   Section 7.

                                    Committee

         7.1 The Board and the Committee severally (and not jointly) shall be
responsible for the administration of the Plan. The Committee shall consist of
not less than three (3) nor more than seven (7) members, as may be appointed by
the Board from time to time. Any member of the Committee may resign at will by
notice to the Board or may be removed at any time (with or without cause) by the
Board.

         7.2 The members of the Committee may, from time to time, allocate
responsibilities among themselves, 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.

         7.3 The Committee (and its delegees) shall have the exclusive authority
to interpret the provisions of the Plan and construe all of its terms
(including, without limitation, all disputed and uncertain 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 Participants, Former
Participants, Vested Former Participants and Surviving Spouses. All deference
permitted by law shall be given to such interpretations, determinations and
actions.

         7.4 Any action to be taken by the Committee shall be taken by a
majority of its members, either at a meeting or by written instrument approved
by such majority in the absence of a meeting. A written resolution or memorandum
signed by one (1) Committee member and the secretary of the Committee shall be
sufficient evidence to any person of any action taken pursuant to the Plan.

         7.5 Any person, corporation or other entity may serve in more than one
(1) fiduciary capacity under the Plan.

                                   Section 8.

                                  Miscellaneous

         8.1 The Board may, in its sole discretion, terminate, suspend or amend
this Plan at any time or from time to time, in whole or in part. However, no
termination, suspension or amendment of the Plan may adversely affect a
Participant's or Vested Former Participant's vested benefit under the Plan, or a
retired Participant's or Vested Former Participant's right or the right of a
Surviving Spouse to receive or to continue to receive a benefit in accordance
with 

<PAGE>   17
                                                                              17


the Plan as in effect on the date immediately preceding the date of such
termination, suspension or amendment.

         8.2 Nothing contained herein will confer upon any Participant, Former
Participant or Vested Former Participant the right to be retained in the service
of the Corporation or any Affiliate, nor will it interfere with the right of the
Corporation or any Affiliate to discharge or otherwise deal with Participants,
Former Participants or Vested Former Participants with respect to matters of
employment without regard to the existence of the Plan.

         8.3 Notwithstanding anything herein to the contrary, at any time
following the termination of service of a Participant or Vested Former
Participant, the Committee may authorize, under uniform rules applicable to all
Participants, Vested Former Participants and Surviving Spouses under the Plan, a
lump sum distribution of a Participant's, Vested Former Participant'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 Dun & Bradstreet Corporation Retirement Account, in
full satisfaction of all present and future Plan liability with respect to such
Participant, Vested Former Participant and/or Surviving Spouse, if the amount of
such present value is less than Two Hundred Fifty Thousand Dollars ($250,000).
Such lump sum distribution may be made without the consent of the Participant,
Vested Former Participant or Surviving Spouse.

         8.4 (a) Notwithstanding anything in this Plan to the contrary, if a
Participant has less than five (5) years of Credited Service at the time of a
Change in Control, and as a result of the Change in Control, and before he
completes five (5) years of Credited Service, (i) the Plan is terminated, (ii)
the Participant is removed from further participation in the Plan, or (iii) the
Participant is terminated as a result of action initiated directly or indirectly
by the Corporation or any Affiliate, such Participant shall be entitled to a
Benefit of twenty percent (20%) of his Average Final Compensation and the
Corporation will remain obligated to pay all benefits under the Plan.

                  (b) Notwithstanding anything in this Plan to the contrary,
upon the occurrence of a Change in Control,

                  (i) no reduction shall be made in a Participant's or Vested
Former Participant's Retirement Benefit, notwithstanding his termination of
employment or Retirement prior to age sixty (60) without the Corporation's
consent;

                  (ii) the provisions of Section 3.3(i) and (ii) shall not apply
to any Participant, Vested Former Participant or Surviving Spouse;

                  (iii) each Participant and Vested Former Participant already
receiving a Retirement Benefit under the Plan shall receive a lump sum
distribution of his unpaid Retirement Benefit and, if he is married, his
Surviving Spouse's Benefit under the Plan within thirty (30) days of the Change
of Control in an amount equal to the present value of such Retirement Benefit
and Surviving Spouse's Benefit in full satisfaction of all present and future
Plan liability with respect to such Participant, Vested Former Participant and
Surviving Spouse, if any, and 

<PAGE>   18
                                                                              18


each Surviving Spouse already receiving a Surviving Spouse's Benefit under the
Plan shall receive a lump sum distribution of his unpaid Surviving Spouse's
Benefit at the same time in an amount equal to the present value of such
Surviving Spouse's Benefit in full satisfaction of Plan liability to such
Surviving Spouse;

                  (iv) each Vested Former Participant who is not already
receiving a Retirement Benefit under the Plan shall receive a lump sum
distribution of his unpaid Retirement Benefit and, if he is married, his
Surviving Spouse's Benefit within thirty (30) days of the Change in Control in
an amount equal to the present value of such Retirement Benefit and Surviving
Spouse's Benefit, and each Surviving Spouse of either a Vested Former
Participant or a Participant with five (5) or more years of Credited Service who
is not already receiving a Surviving Spouse's Benefit under the Plan shall
receive a lump sum distribution of his unpaid Surviving Spouse's Benefit at the
same time in amount equal to the present value of such Surviving Spouse's
Benefit;

                  (v) each Participant with less than five (5) years of Credited
Service who is entitled to a benefit under Section 8.4(a) shall receive a lump
sum distribution of the present value of such Retirement Benefit within thirty
(30) days from the earlier of the date the Plan is terminated, the date he is
removed from further participation in the Plan, or the date his employment with
the Corporation is terminated, and of his Surviving Spouse's Benefit based upon
the amount of such Retirement Benefit if he is married on the applicable date;
and

                  (vi) each Participant who is not included in (v) above and who
is not already receiving a Retirement Benefit under the Plan shall receive

                           (A)      within thirty (30) days of the later to
                                    occur of the date of such Change in Control
                                    or the date he completes five (5) years of
                                    Credited Service, a lump sum distribution of
                                    the present value of his accrued Retirement
                                    Benefit under the Plan as of the applicable
                                    date and, if he is married on such date, the
                                    present value of his Surviving Spouse's
                                    Benefit, and

                           (B)      within thirty (30) days from the earliest of
                                    the date of his Retirement or termination of
                                    employment with the Corporation, the date
                                    the Plan is terminated or the date he is
                                    removed from further participation in the
                                    Plan, a lump sum distribution of the present
                                    value of his additional Retirement Benefit
                                    accrued after the applicable event in (A)
                                    computed as of the applicable date herein
                                    set forth in (B) and, if he is married on
                                    such applicable date, the present value of
                                    his surviving Spouse's Benefit.

In determining the amount of the lump sum distributions to be paid under this
Section 8.4, the following actuarial assumptions shall be used: (i) the interest
rate used shall be the interest rate used by the Pension Benefit Guaranty
Corporation for determining the value of immediate annuities as of January 1st
of either the year of the occurrence of the Change in Control or the

<PAGE>   19
                                                                              19


Participant's retirement or termination of employment, whichever is applicable,
(ii) the 1983 Group Annuity Mortality Table shall be used; and (iii) it shall be
assumed that all Participants retired or terminated employment with the
Corporation on the date of the occurrence of the Change in Control and with the
Corporation's consent for purposes of determining the amount of the lump sum
distribution to be paid upon the occurrence of the Change in Control.

         8.5 (a) The Plan is unfunded, and the Corporation will make Plan
benefit payments solely on a current disbursement basis, provided, however, that
the Corporation reserves the right to purchase insurance contracts, which may or
may not be in the name of a Participant or Vested Former Participant, or
establish one or more trusts to provide alternative sources of benefit payments
under this Plan, provided, further, however, that upon the occurrence of a
"Potential Change in Control" the appropriate officers of the Corporation are
authorized to make such contributions to such trust or trusts as are necessary
to fund the lump sum distributions to Plan Participants required pursuant to
Section 8.4 of this Plan in the event of a Change in Control. In determining the
amount of the necessary contribution to the trust or trusts in the event of a
Potential Change in Control, the following actuarial assumptions shall be used:

                  (i) the interest rate used shall be the interest rate used by
the Pension Benefit Guaranty Corporation for determining the value of immediate
annuities as of January 1st of the year of the occurrence of the Potential
Change in Control,

                  (ii) the 1983 Group Annuity Mortality Table shall be used; and

                  (iii) it shall be assumed that all Participants will retire or
terminate employment with the Corporation as soon as practicable after the
occurrence of the Potential Change in Control and with the Corporation's
consent.

The existence of any such insurance contracts, trust or trusts shall not relieve
the Corporation of any liability to make benefit payments under this Plan, but
to the extent any benefit payments are made from any such insurance contract in
the name of the Corporation or any Affiliate or from any such trust, such
payment shall be in satisfaction of and shall reduce the Corporation's
liabilities under this Plan. Further, in the event of the Corporation's
bankruptcy or insolvency, all benefits accrued under this Plan shall immediately
become due and payable in a lump sum and all Participants, Vested Former
Participants and Surviving Spouses shall be entitled to share in the
Corporation's assets in the same manner and to the same extent as general
unsecured creditors of the Corporation.

                  (b) 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 the Employee Retirement
Income Security Act of 1974, as amended and any trust created by the Corporation
in meeting its obligations under the Plan shall meet the requirements necessary
to retain such unfunded status.

<PAGE>   20
                                                                              20


         8.6 If any dispute arises under the Plan between the Corporation and a
Participant, Former Participant, Vested Former Participant or Surviving Spouse
(collectively or individually referred to as "Participant" in this Section 8.6)
as to the amount or timing of any benefit payable under the Plan or as to the
persons entitled thereto, such dispute shall be resolved by binding arbitration
proceedings initiated by either party to the dispute in accordance with the
rules of the American Arbitration Association and the results of such
proceedings shall be conclusive on both parties and shall not be subject to
judicial review. If the disputed benefits involve the benefits of a Participant
who is no longer employed by the Corporation or any Affiliate, the Corporation
shall pay or continue to pay the benefits claimed by the Participant until the
results of the arbitration proceedings are determined unless such claim is
patently without merit; provided, however, that if the results of the
arbitration proceedings are adverse to the Participant, then in such event the
recipient of the benefits shall be obligated to repay the excess benefits to the
Corporation. The Corporation expressly acknowledges that the amounts payable
under the Plan are necessary to the livelihood of Participants and their family
members and that any refusal or neglect to pay benefits under the preceding
sentence prior to the resolution of any dispute shall be prima facie evidence of
bad faith on its part and will be conclusive grounds for an arbitration award
resulting in an immediate lump sum payment to the Participant, of the
Participant's benefits under the Plan then due and payable to him, unless the
arbitrator determines that the claim for the disputed benefits was without
merit. The amount of such lump sum payment shall be equal to the then actuarial
value of such benefits calculated by utilizing the actuarial assumptions then in
use for funding purposes under The Dun & Bradstreet Corporation Retirement
Account. In addition, in the event of any dispute covered by this Section 8.6
the Corporation agrees to pay the entire costs of any arbitration proceeding or
legal proceeding brought hereunder, including the fees and expenses of counsel
and pension experts engaged by a Participant and that such expenses shall be
reimbursed promptly upon evidence that such expenses have been incurred without
awaiting the outcome of the arbitration 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.

         8.7 To the maximum extent permitted by law, no benefit under the Plan
shall be assignable or subject in any manner to alienation, sale, transfer,
claims of creditors, pledge, attachment or encumbrances of any kind.

         8.8 The Corporation may withhold from any benefit under the Plan an
amount sufficient to satisfy its tax withholding obligations.

         8.9 The Plan is established under and will be construed according to
the laws of the State of New York.

         8.10 Notwithstanding anything in this Plan to the contrary, in
accordance with the terms of Article IV of the Employee Benefits Agreement dated
as of October 28, 1996, among the Corporation, Cognizant Corporation
("Cognizant") and ACNielsen Corporation ("ACNielsen") ("Cognizant EBA"):

                  (a) Following the Effective Time (as such term is defined in
the Cognizant EBA) of the reorganization of the Corporation's businesses
referred to therein, the 

<PAGE>   21
                                                                              21


Corporation shall retain liability for benefits under this Plan of ACNielsen
Employees (as such term is defined in the Cognizant EBA) and Cognizant Employees
(as such term is defined in the Cognizant EBA) who were participants in this
Plan immediately prior to the Effective Time (the "Cognizant and ACNielsen SEBP
Participants") to the extent that, prior to the Effective Time, such benefits
were accrued and to which such participants had earned vested rights hereunder;

                  (b) Solely with respect to determining the level of benefits
payable under this Plan, Cognizant and ACNielsen shall have the authority to
consent to the termination of employment prior to age sixty (60) of a Cognizant
or ACNielsen SEBP Participant from the Cognizant Group (as such term is defined
in the Cognizant EBA) or the ACNielsen Group (as such term is defined in the
Cognizant EBA), as the case may be;

                  (c) Benefits under this Plan shall not become payable to a
Cognizant or ACNielsen SEBP Participant until such participant terminates
employment from the Cognizant Group or the ACNielsen Group (as the case may be);

                  (d) Employment of a Cognizant or ACNielsen SEBP Participant by
a member of the Cognizant Group or the ACNielsen Group (as the case may be)
after the Effective Time shall not be deemed a violation of the noncompetition
clauses of Section 3.3 of this Plan; and

                  (e) Cognizant and ACNielsen SEBP Participants who participated
in this Plan immediately prior to the Effective Time shall receive a
distribution hereunder, based on their notional elective deferrals through the
Effective Time, at the time distributions are otherwise made under the Plan.

         8.11 Notwithstanding anything in this Plan to the Contrary, in
accordance with the terms of Article IV of the Employee Benefits Agreement dated
as of June 30, 1998, between the Corporation and The New Dun & Bradstreet
Corporation ("RHD EBA"):

                  (a) Following the Effective Time (as such term is defined in
the RHD EBA) of the reorganization of the Corporation's businesses referred to
therein, the Corporation shall retain liability for benefits under this Plan of
those persons who, immediately after the Effective Time, are employed by R.H.
Donnelly Inc. ("RHD") or any member of the RHD Group (as such term is defined in
the RHD EBA) who were participants in this Plan immediately prior to the
Effective Time (the "RHD SEBP Participants") to the extent that, prior to the
Effective Time, such benefits were accrued and to which such participants had
earned vested rights hereunder;

                  (b) Solely with respect to determining the level of benefits
payable under this Plan, RHD shall have the authority to consent to the
termination of employment prior to age sixty (60) of an RHD SEBP Participant
from the RHD Group;

                  (c) Benefits under this Plan shall not become payable to an
RHD SEBP Participant until such participant terminates employment from the RHD
Group;

<PAGE>   22
                                                                              22


                  (d) Employment of an RHD SEBP Participant by the RHD Group
after the Effective Time, shall not be deemed a violation of the noncompetition
clauses of Section 3.3 of this Plan; and

                  (e) RHD SEBP Participants who participated in this Plan
immediately prior to the Effective Time shall receive a distribution hereunder,
based on their notional elective deferrals through the Effective Time, at the
time distributions are otherwise made under the Plan.

         8.12 Notwithstanding anything in this Plan to the contrary, in
accordance with the terms of Article IV of the Employee Benefits Agreement dated
as of September 30, 2000, among the Corporation and The New D&B Corporation
("Moody's EBA"):

                  (a) Following the Effective Time (as such term is defined in
the Moody's EBA) of the reorganization of the Corporation's businesses referred
to therein, the Corporation shall retain liability for benefits under this Plan
of those persons who, immediately after the Effective Time, are employed by
Moody's Corporation ("Moody's") or any member of the Moody's Group (as such term
is defined in the Moody's EBA) who were participants in this Plan immediately
prior to the Effective Time (the "Moody's SEBP Participants") to the extent
that, prior to the Effective Time, such benefits were accrued and to which such
participants had earned vested rights hereunder;

                  (b) Solely with respect to determining the level of benefits
payable under this Plan, Moody's shall have the authority to consent to the
termination of employment prior to age sixty (60) of a Moody's SEBP Participant
from the Moody's Group;

                  (c) Benefits under this Plan shall not become payable to a
Moody's SEBP Participant until such participant terminates employment from the
Moody's Group;

                  (d) Employment of a Moody's SEBP Participant by the Moody's
Group after the Effective Time shall not be deemed a violation of the
noncompetition clauses of Section 3.3 of this Plan; and

                  (e) Moody's SEBP Participants who participated in this Plan
immediately prior to the Effective Time shall receive a distribution hereunder,
based on their notional elective deferrals through the Effective Time, at the
time distributions are otherwise made under the Plan.



<PAGE>   1
                                                                  Exhibit 10.24


                 PROFIT PARTICIPATION BENEFIT EQUALIZATION PLAN

                                       OF

                        THE DUN & BRADSTREET CORPORATION

                Amended and Restated Effective September 30, 2000


1.       Purpose of the Plan

         The purpose of the Profit Participation Benefit Equalization Plan of
The Dun & Bradstreet Corporation (the "Plan") is to provide a means of
equalizing the benefits of those employees of The Dun & Bradstreet Corporation
("the Corporation") and its subsidiaries participating in the Profit
Participation Plan of The Dun & Bradstreet Corporation (the "Profit
Participation Plan"), whose funded benefits under the Profit Participation Plan
are or will be limited by the application of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986,
as amended (the "Code"), or any applicable law or regulation. The Plan is
intended to be an "excess benefit plan" as that term is defined in Section 3(36)
of ERISA with respect to those participants whose benefits under the Profit
Participation Plan have been limited by Section 415 of the Code, and a "top hat"
plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and
4021(b)(6) of ERISA with respect to those participants whose benefits under the
Profit Participation
 Plan have been limited by Section 401(a)(17) of the Code.

2.       Administration of the Plan

         The Board of Directors ("Board") of the Corporation and the
Compensation and Benefits Committee appointed by the Board (the "Committee")
severally (and not jointly) shall be responsible for the administration of the
Plan. The Committee shall consist of not less than three (3) nor more than seven
(7) members, as may be appointed by the Board from time to time. Any member of
the Committee may resign at will by notice to the Board or be removed at any
time (with or without cause) by the Board.

         The members of the Committee may from time to time allocate
responsibilities among themselves 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 (and its delegees) shall have the exclusive authority to
interpret the provisions of the Plan and construe all of its terms (including,
without limitation, all disputed and uncertain 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 

<PAGE>   2
                                                                               2


connection with the Plan as may be necessary or advisable. All such actions of
the Committee shall be conclusive and binding upon all Participants, Former
Participants, Vested Former Participants and Surviving Spouses. All deference
permitted by law shall be given to such interpretations, determinations and
actions.

         Any action to be taken by the Committee shall be taken by a majority of
its members, either at a meeting or by written instrument approved by such
majority in the absence of a meeting. A written resolution or memorandum signed
by one Committee member and the secretary of the Committee shall be sufficient
evidence to any person of any action taken pursuant to the Plan.

         Any person, corporation or other entity may serve in more than one (1)
fiduciary capacity under the Plan.

3.       Participation in the Plan

         All members of the Profit Participation Plan shall be eligible to
participate in this Plan whenever their benefits under the Profit Participation
Plan, as from time to time in effect, would exceed the limitations on benefits
and contributions imposed by Sections 401, 415 or any other applicable Section
of the Code, calculated from and after September 2, 1974. For purposes of this
Plan, benefits of a participant in this Plan shall be determined as though no
provision were contained in the Profit Participation Plan incorporating
limitations imposed by Sections 401, 415 or any other Section of the Code.

4.       Benefit Limitations

         For purposes of this Plan and the Profit Participation Plan, the
limitations imposed by Section 415 of the Code shall be deemed to be met when
the sum of the participant's defined benefit plan fraction and his defined
contribution plan fraction equals 1.0, as such fractions are computed for
purposes of Section 415 of the Code and Section 14.4 of the Profit Participation
Plan. Effective for Plan Years beginning after December 31, 1999, in accordance
with changes included in the Small Business Job Protection Act of 1995, this
Section IV shall no longer apply with respect to any participant who has one (1)
Hour of Service (as such term is defined in the Profit Participation Plan) after
December 31, 1999.

5.       Equalized Benefits

         If member participating contributions or Company contributions to the
Profit Participation Plan are suspended during any calendar year because any
such contributions would cause the participant's account under such plan to
exceed the benefit limitations related to such plan as described in Section III
of this Plan, the Corporation shall pay the participant, on or about March 1st
of the following year, an amount equal to:

                  (a) the Company contributions that otherwise would have been
credited to such participant's account under the Profit Participation Plan for
the balance of the year in which such suspension occurs, as if no provision were
set forth therein incorporating limitations imposed by Section 401, 415 or any
other applicable Section of the Code, and the participant had 

<PAGE>   3
                                                                               3


continued his participating contributions to the Profit Participation Plan at
the rate in effect at the time such contributions were suspended for the balance
of the year in which such suspension occurs, plus

                  (b) an interest factor equal to one-half (1/2) of the annual
return which would have been received by the participant had such payment been
invested eighty percent (80%) in the Special Fixed Income Fund of the Profit
Participation Plan and twenty percent (20%) in the S&P 500 Index Fund managed by
Barclays Global Investors of the Profit Participation Plan during the year in
which such suspension occurs, less

                  (c) any applicable withholding taxes.

         Effective with respect to calendar years beginning on or after January
1, 2001, no participant shall be eligible to receive a payment under this
Section V unless he or she is an employee of the Corporation or a participating
affiliate or subsidiary as of the last day of the calendar year for which the
payment is made.

6.       Change in Control

                  (a) Upon the occurrence of a "Change in Control", each
participant under the Plan shall receive a lump sum distribution equal to:

                  (i) the total amount which such participant had accrued under
         the Plan which has not yet been distributed to such participant
         pursuant to Section V(i) hereof as of the date of such Change in
         Control, plus

                  (ii) an interest factor equal to one-half (1/2) of the return
         which would have been received by the participant had such amount been
         invested eighty percent (80%) in the Special Fixed Income Fund of the
         Profit Participation Plan and twenty (20%) in the S&P 500 Index Fund
         managed by Barclays Global Investors of the Profit Participation Plan
         during the portion of the calendar year subsequent to the date
         contributions to such participant's account were suspended under the
         Profit Participation Plan and prior to such Change in Control, less

                  (iii) any applicable withholding taxes.

         Any such lump sum distribution shall be paid to the participant within
sixty (60) days of the Change in Control, provided, however, that any such
payment will not prevent the further accrual of benefits under the Plan after
the date of such Change in Control.

                  (b) For purposes of this Plan, a "Change in Control" shall be
deemed to have occurred if

                  (i) any "Person," as such term is used in Section 13(d) and
         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 corporation owned, directly or indirectly, by the shareholders
         of the Corporation in substantially the same proportions as their
         ownership 

<PAGE>   4
                                                                               4


         of stock of the Corporation), is or becomes the "Beneficial Owner" (as
         defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
         of securities of the Corporation representing twenty percent (20%) or
         more of the combined voting power of the Corporation's then outstanding
         securities;

                  (ii) during any period of twenty-four (24) months (not
         including any period prior to the effective date of this provision),
         individuals who at the beginning of such period constitute the Board,
         and any new director (other than (1) a director designated by a person
         who has entered into an agreement with the Corporation to effect a
         transaction described in clause (a), (c) or (d) of this Section), (2) a
         director designated 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 (3) a
         director designated by any Person who is the Beneficial Owner, directly
         or indirectly, of securities of the Corporation representing ten
         percent (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 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 Corporation approve a merger or
         consolidation of the Corporation with any other company, other than (1)
         a merger or consolidation 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 fifty percent
         (50%) of the combined voting power of the voting securities of the
         Corporation or such surviving entity outstanding immediately after such
         merger or consolidation and (2) after which no Person holds twenty
         percent (20%) or more of the combined voting power of the then
         outstanding securities of the Corporation or such surviving entity; or

                  (iv) the shareholders 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.

7.       Miscellaneous

         This Plan may be terminated at any time by the Board of Directors of
the Corporation, in which event the rights of participants to their accrued
benefits shall become nonforfeitable. This Plan may also be amended at any time
by the Board of Directors of the Corporation, except that no such amendment
shall deprive any participant of his benefits accrued at the time of such
amendment.

         Benefits payable under this Plan shall not be funded and shall be made
out of the general funds of the Corporation; provided, however, that the
Corporation reserves the right to establish a trust fund as an alternate source
of benefits payable under the Plan and to the extent payments

<PAGE>   5
                                                                               5


are made from such trust, such payments will satisfy the Corporation's
obligations under this Plan.

         No right to payment or any other interest under this Plan may be
alienated, sold, transferred, pledged, assigned, or made subject to attachment,
execution, or levy of any kind.

         Nothing in this Plan shall be construed as giving any employee the
right to be retained in the employ of the Corporation. The Corporation expressly
reserves the right to dismiss any employee at any time without regard to the
effect which such dismissal might have upon him under the Plan.

         This Plan shall be construed, administered and enforced according to
the laws of the State of New York.

8.       Effective Date

         This Plan shall be effective as of October 17, 1990, upon its adoption
by the Board of Directors of The Dun & Bradstreet Corporation.



<PAGE>   1
                                                                  Exhibit 10.25



                   THE DUN & BRADSTREET CAREER TRANSITION PLAN
                     (As in effect as of September 30, 2000)

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

                                   SECTION 1

                                   DEFINITIONS

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

         1.2. "Committee" shall mean the Compensation and Benefits Committee of
the Board of Directors of the Company.

         1.3. "Eligible Employee" shall mean a full-time salaried employee or
regular part-time salaried
 employee of any Participating Company who is:

                  (a) on the United States payroll of a Participating Company
         and earning a Salary of less than $100,000 at the time of an Eligible
         Termination, in which case Schedule A hereto shall apply; or

                  (b) on the United States payroll of a Participating Company
         and earning a Salary equal to or greater than $100,000 at the time of
         an Eligible Termination, in which case Schedule B hereto shall apply.

         1.4. "Eligible Termination" shall mean (a) an involuntary termination
of employment with a Participating Company by reason of a reduction in force
program, job elimination or unsatisfactory performance in the execution of an
Eligible Employee's duties or (b) a resignation mutually agreed to in writing by
the Participating Company and the Eligible Employee. Notwithstanding the
foregoing, an Eligible Termination shall not include (w) a unilateral
resignation, (x) a termination by a Participating Company for Cause, (y) a
termination as a result 

<PAGE>   2
of a sale (whether in whole or in part, of stock or assets), merger or other
combination, spinoff, reorganization or liquidation, dissolution or other
winding up or other similar transaction involving a Participating Company; or
(z) any termination where an offer of employment is made to the Eligible
Employee of a comparable position at a Participating Company concurrently with
his or her Eligible Termination.

         1.5. "Participating Company" shall mean the Company or any other
affiliated entity more than 50% of the voting interests of which are owned,
directly or indirectly, by the Company and which has elected to participate in
the Plan by action of its board of directors.

         1.6. "Salary" shall mean an Eligible Employee's annual base salary at
the time his or her employment terminates.

         1.7. "Severance and Release Agreement" shall mean an agreement signed
by the Eligible Employee substantially in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, a Participating Company may, by action of its
chief human resources officer or chief legal counsel, modify the form of
Severance and Release Agreement to be signed by any Eligible Employee in a
manner approved by the Committee (or its delegee).

         1.8. "Years of Service" shall mean one-twelfth (1/12th) of an Eligible
Employee's total number of full months of regular employment (whether full-time
or part-time) with a Participating Company (beginning with his or her initial
date of hire); provided that such number of Years of Service shall be rounded up
to the next whole number.

                                   SECTION 2

                               SEVERANCE BENEFITS

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

         2.2. The grant of severance benefits pursuant to Section 2.1 hereof is
conditioned upon an Eligible Employee's signing a Severance and Release
Agreement and the expiration of any revocation period set forth therein.

         2.3. Notwithstanding any other provision contained herein, the Chief
Executive Officer of the Company may, at any time, take such action as such
officer, in such officer's sole discretion, deems appropriate to reduce or
increase by any amount the benefits otherwise payable to an Eligible Employee
pursuant to the applicable Schedule or otherwise modify the terms and conditions
applicable to an Eligible Employee under this Plan. Benefits granted hereunder
may not exceed an amount nor be paid over a period which would cause the Plan to
be other than a "welfare benefit plan" under section 3 (1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").


                                       2

<PAGE>   3
         2.4. In the event a Participating Company, in its sole discretion,
grants an Eligible Employee a period of inactive employee status, then, in such
event, any amounts paid to such Eligible Employee during any such period shall
offset the benefits payable under this Plan. For this purpose, a period of
inactive employee status shall mean the period beginning on the date such status
commences (of which the Eligible Employee shall be notified) and ending on the
date of such Eligible Employee's termination of employment.

                                   SECTION 3

                           AMENDMENT AND TERMINATION

         3.1. The Company reserves the right to terminate the Plan on behalf of
any or all Participating Companies at any time and without any further
obligation by action of its board of directors or such other person or persons
to whom the board properly delegates such authority. Any other Participating
Company may cease participation in the Plan by action of its board of directors
or such other person or persons to whom such board properly delegates such
authority.

         3.2. The Company shall have the right to modify or amend the terms of
the Plan at any time, or from time to time, to any extent that it may deem
advisable by action of its board of directors, the Committee or such other
person or persons to whom the board or the Committee properly delegates such
authority.

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

                                    SECTION 4

                           ADMINISTRATION OF THE PLAN

         4.1. The Board of Directors and the Compensation and Benefits Committee
shall be the named fiduciaries (the "Named Fiduciaries") who severally and not
jointly shall have authority to control and manage the operation and
administration of the Plan and to manage and control its assets. The
Compensation and Benefits Committee shall consist of not less than three (3) nor
more than seven (7) members, as may be appointed by the Board of Directors from
time to time. Any member of the Compensation and Benefits Committee may resign
at will by notice to the Board of Directors or be removed at any time (with or
without cause) by the Board of Directors.

         4.2. The Named Fiduciaries may from time to time allocate fiduciary
responsibilities among themselves and may designate persons other than Named
Fiduciaries to carry out fiduciary responsibilities under the Plan, and such
persons shall be deemed to be fiduciaries under the Plan with respect to such
delegated responsibilities. Fiduciaries may employ one or more persons to render
advice with regard to any responsibility such fiduciary has under the Plan.


                                       3

<PAGE>   4
         4.3. The Named Fiduciaries (and their delegees) shall have the
exclusive right to interpret any and all of the provisions of the Plan and to
determine any questions arising thereunder or in connection with the
administration of the Plan. Any decision or action by the Named Fiduciaries (and
their delegees) shall be conclusive and binding upon all Employees, Members and
Beneficiaries. In all instances the Named Fiduciaries (and their delegees) shall
have complete discretionary authority to determine eligibility for participation
and benefits under the Plan, and to construe and interpret all provisions of the
Plan and all documents relating thereto including, without limitation, all
disputed and uncertain terms. All deference permitted by law shall be given to
such constructions, interpretations and determinations.

         4.4. Any action to be taken by the Named Fiduciaries shall be taken by
a majority of its members either at a meeting or by written instrument approved
by such majority in the absence of a meeting. A written resolution or memorandum
signed by one Committee member and the secretary of the Compensation and
Benefits Committee shall be sufficient evidence to any person of any action
taken pursuant to the Plan.

         4.5. Any person, corporation or other entity may serve in more than one
fiduciary capacity under the Plan.

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

                                   SECTION 5

                                  MISCELLANEOUS

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

         5.2. Benefits payable under the Plan shall be paid out of the general
assets of a Participating Company. No Participating Company need fund the
benefits payable under this Plan; however, nothing in this Section 5.2 shall be
interpreted as precluding any Participating Company from funding or setting
aside amounts in anticipation of paying such benefits. Any benefits payable to
an Eligible Employee under this Plan shall represent an unsecured claim by


                                       4

<PAGE>   5
such Eligible Employee against the general assets of the Participating Company
that employed such Eligible Employee.

         5.3. A Participating Company shall deduct from the amount of any
severance benefits payable hereunder the amount required by law to be withheld
for the payment of any taxes and any other amounts properly to be withheld.

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

         5.5. The Committee shall, in its sole discretion, convert all
references to dollar amounts in the Plan to foreign currency of the country in
which a Participating Company is located or the Eligible Employee is employed.

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

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

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


                                       5

<PAGE>   6
                                   Schedule A

         This Schedule A is applicable to Eligible Employees covered by Section
1.4 (a) of the Plan. An Eligible Employee entitled to benefits hereunder shall,
subject to Section 2 of the Plan, receive the following:

                  1. Salary Continuation. If the Eligible Employee incurs an
Eligible Termination for any reason other than unsatisfactory performance, he or
she shall receive the higher of (i) four weeks of Salary continuation or (ii)
1.5 weeks of Salary continuation for each Year of Service. If the Eligible
Employee incurs an Eligible Termination by reason of unsatisfactory performance,
he or she shall receive the higher of (i) two weeks of Salary continuation or
(ii) one week of Salary continuation for each Year of Service. In any event,
such amounts shall be payable at the times the Eligible Employee's Salary would
have been paid if employment had not terminated, over a period equal to the
number of weeks of Salary continuation (the "Salary Continuation Period"). The
maximum amount of Salary continuation hereunder shall be 52 weeks. All Salary
continuation payments shall cease upon reemployment by a Participating Company.

                  2. Welfare Benefit Continuation. Medical, dental and life
insurance benefits shall be provided throughout the Salary Continuation Period
at the levels in effect for the Eligible Employee immediately prior to
termination of employment but in no event greater than the levels in effect for
active employees generally during the Salary Continuation Period, provided that
the Eligible Employee shall pay the employee portion of any required premium
payments at the level in effect for employees generally of the Participating
Company for such benefits. For purposes of determining an Eligible Employee's
entitlement to continuation coverage as required by Title I, Subtitle B, Part 6
of ERISA, such employee's 18-month or other period of coverage shall commence on
his or her termination of employment.

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

<PAGE>   7
                  4. Long-Term Awards. Cash payments shall be made to an
Eligible Employee as set forth in this paragraph in respect of
"Performance-Based Awards" (as such term is defined in the 1998 Dun & Bradstreet
Key Employees' Stock Incentive Plan (the "Stock Incentive Plan")) otherwise
payable under the Stock Incentive Plan had the Eligible Employee remained
employed through the end of the applicable performance period in the event the
Eligible Employee was employed by a Participating Company for at least half the
applicable performance period. In such event, cash payments shall be made to an
Eligible Employee in amounts equal to the value of the Performance Based Awards,
as earned, otherwise payable under the Stock Incentive Plan had the employee
remained employed through the end of the applicable performance period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the performance
period to termination of employment, and the denominator of which is the number
of full months in the performance period. Such payments shall be made at the
times the Performance Based Awards in respect of which such payments are made
would otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance. Nothing contained herein shall reduce any
amounts otherwise required to be paid under the Stock Incentive Plan except to
the extent such amounts are paid hereunder.

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

                  6. Cash Equivalency Payment. The Eligible Employee shall
receive, as soon as practicable following the date of termination, an amount in
cash equal to the fair market value on such date of termination of the number of
shares of restricted Company common stock then held by such employee. For
purposes of this paragraph 6, the fair market value of the Company common stock
shall equal the closing price of such stock on the New York Stock Exchange
composite tape on the date of termination, or if such date is not a trading day,
on the trading day immediately prior thereto.

         Notwithstanding the foregoing, no amounts shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance.

                  7. Other Benefits. The Eligible Employee shall be entitled to
such group outplacement services during the Salary Continuation Period as shall
be provided by the Participating Company.

                  8. No Further Grants, Etc. Following an Eligible Employee's
termination of employment, no further grants, awards, contributions, accruals or
continued participation (except as otherwise provided for herein) shall be made
to or on behalf of such employee under any plan or program maintained by a
Participating Company including, but not limited to, any Annual 


                                       2

<PAGE>   8
Incentive Plan, the Stock Incentive Plan or any qualified or nonqualified
retirement, profit sharing, stock option or restricted stock plan of a
Participating Company. Any unvested or unexercised options, unvested restricted
stock and all other benefits under any plan or program maintained by a
Participating Company (including, but not limited to, any Annual Incentive Plan,
the Stock Incentive Plan or any qualified or nonqualified retirement, profit
sharing, stock option or restricted stock plan) which are held or accrued by an
Eligible Employee at the time of his or her termination of employment, shall be
treated in accordance with the terms of such plans and programs under which such
options, restricted stock or other benefits were granted or accrued.


                                       3

<PAGE>   9
                                   Schedule B

         This Schedule B is applicable to Eligible Employees covered by Section
1.4 (b) of the Plan, provided, however that an Eligible Employee who incurs an
Eligible Termination for any reason other than unsatisfactory performance with
more than 17 Years of Service, may elect to have Schedule A apply in its
entirety in lieu of this Schedule B. An Eligible Employee entitled to benefits
hereunder shall, subject to Section 2 of the Plan, receive the following:

                  1. Salary Continuation. If the Eligible Employee incurs an
Eligible Termination for any reason other than unsatisfactory performance and
his or her Salary at the time employment terminates is equal to or greater than
$100,000 but less than $150,000, the Eligible Employee shall receive 26 weeks of
Salary continuation. If an Eligible Employee incurs an Eligible Termination by
reason of unsatisfactory performance and his or her Salary at the time
employment terminates is equal to or greater than $100,000 but less than
$150,000, the Eligible Employee shall receive 13 weeks of Salary continuation.

                  (a) If the Eligible Employee incurs an Eligible Termination
         for any reason other than unsatisfactory performance and his or her
         Salary at the time employment terminates is between $150,000 and
         $200,000 inclusive, the Eligible Employee shall receive 39 weeks of
         Salary continuation. If an Eligible Employee incurs an Eligible
         Termination by reason of unsatisfactory performance and his or her
         Salary at the time employment terminates is between $150,000 and
         $200,000 inclusive, the Eligible Employee shall receive 20 weeks of
         Salary continuation.

                  (b) If the Eligible Employee incurs an Eligible Termination
         for any reason other than unsatisfactory performance and his or her
         Salary at the time employment terminates is greater than $200,000, the
         Eligible Employee shall receive 52 weeks of Salary continuation. If an
         Eligible Employee incurs an Eligible Termination by reason of
         unsatisfactory performance and his or her Salary at the time employment
         terminates is greater than $200,000, the Eligible Employee shall
         receive 26 weeks of Salary continuation.

         The amounts set forth in this paragraph 1 shall be payable at the times
the Eligible Employee's Salary would have been paid if employment had not
terminated, over a period equal to the number of weeks of Salary continuation
(the "Salary Continuation Period"). In the event the Eligible Employee performs
services for an entity other than a Participating Company during the Salary
Continuation Period, such employee shall notify the Participating Company on or
prior to the commencement thereof. For purposes of this Schedule B, to "perform
services" shall mean employment or services as a full-time employee, consultant,
owner, partner, associate, agent or otherwise on behalf of any person,
principal, partnership, firm or corporation (other than a Participating
Company). All Salary continuation payments shall cease upon re-employment by a
Participating Company.

                  2. Welfare Benefit Continuation. Medical, dental and life
insurance benefits shall be provided throughout the Salary Continuation Period
at the levels in effect for the 

<PAGE>   10
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Participating Company for such benefits. For purposes
of determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.

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

                  4. Long-Term Awards. Cash payments shall be made to an
Eligible Employee as set forth in this paragraph in respect of
"Performance-Based Awards" (as such term is defined in the 1998 Dun & Bradstreet
Key Employees' Stock Incentive Plan (the "Stock Incentive Plan")) otherwise
payable under the Stock Incentive Plan had the Eligible Employee remained
employed through the end of the applicable performance period in the event the
Eligible Employee was employed by a Participating Company for at least half the
applicable performance period. In such event, cash payments shall be made to an
Eligible Employee in amounts equal to the value of the Performance Based Awards,
as earned, otherwise payable under the Stock Incentive Plan had the employee
remained employed through the end of the applicable performance period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the performance
period to termination of employment, and the denominator of which is the number
of full months in the performance period. Such payments shall be made at the
times the Performance Based Awards in respect of which such payments are made
would otherwise be payable under the Stock Incentive Plan had employment not
terminated. Notwithstanding the foregoing, no amount shall be paid under this
paragraph in the event the Eligible Employee incurred an Eligible Termination by
reason of unsatisfactory performance. Nothing contained herein shall reduce any
amounts otherwise required to be paid under the Stock Incentive Plan except to
the extent such amounts are paid hereunder.


                                      -2-

<PAGE>   11
                  5. Death. Upon the death of an Eligible Employee during the
Salary Continuation Period, the benefits described in paragraphs 1, 3 and 4 of
this Schedule shall continue to be paid to his or her estate, as applicable, at
the time or times otherwise provided for herein.

                  6. Cash Equivalency Payment. The Eligible Employee shall
receive, as soon as practicable following the date of termination, an amount in
cash equal to the fair market value on such date of termination of the number of
shares of restricted Company common stock then held by such employee. For
purposes of this paragraph 6, the fair market value of the Company common stock
shall equal the closing price of such stock on the New York Stock Exchange
composite tape on the date of termination, or if such date is not a trading day,
on the trading day immediately prior thereto. Notwithstanding the foregoing, no
amounts shall be paid under this paragraph in the event the Eligible Employee
incurred an Eligible Termination by reason of unsatisfactory performance.

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

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


                                      -3-

<PAGE>   12
                                                                       Exhibit 1

                         SEVERANCE AGREEMENT AND RELEASE

         THIS SEVERANCE AGREEMENT AND RELEASE, made by and between
______________________ (hereinafter referred to as "Employee"), and [insert name
of D&B company] (hereinafter deemed to include its worldwide parent(s),
subsidiaries and affiliates and referred to as "the Company").

         WITNESSETH THAT:

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

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

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

                  1. Employee's employment with the Company, and Employee's
membership on any committees, is terminated effective on the Effective Date of
Eligible Termination specified in the Appendix.

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

                  3. Through the Last Day of Salary Continuation specified in
the Appendix, Employee will be reasonably available to consult on matters, and
will cooperate fully with respect to any claims, litigations or investigations,
relating to the Company. No reimbursement for expenses incurred after the
commencement of a period of inactive employee status, or if there is no such
period, after termination of employment, shall be made to Employee unless
authorized in advance by the Company. A period of inactive employee status means
the period beginning on the date such status commences (of which Employee will
be notified) and ending on the date of Employee's termination of employment.

                  4. Employee agrees that until the Last Day of Salary
Continuation Employee will not become a stockholder (unless such stock is listed
on a national securities exchange or traded on a daily basis in the
over-the-counter market and the Employee's ownership interest is not in excess
of 2% of the company whose shares are being purchased), employee, officer,
director or consultant of or to a corporation, or a member or an employee of or
a consultant to a 

<PAGE>   13
partnership or any other business or firm, which competes with any of the
businesses owned or operated by the Company; nor if Employee becomes associated
with a company, partnership or individual which company, partnership or
individual acts as a consultant to businesses in competition with the Company
will Employee provide services to such competing businesses. The restrictions
contained in this paragraph shall apply whether or not Employee accepts any form
of compensation from such competing entity or consultant. Employee also agrees
that until the Last Day of Salary Continuation Employee will not recruit or
solicit any customers of the Company to become customers of any business entity
which competes with any of the businesses owned or operated by the Company. In
addition, Employee agrees that until the Last Day of Salary Continuation neither
Employee nor any company or entity Employee controls or manages, shall recruit
or solicit any employee of the Company to become an employee of any business
entity.

                  5. If Employee performs services for an entity other than the
Company at any time prior to the Last Day of Salary Continuation (whether or not
such entity is in competition with the Company), Employee shall notify the
Company on or prior to the commencement thereof. To "perform services" shall
mean employment or services as a full-time employee, consultant, owner, partner,
associate, agent or otherwise on behalf of any person, principal, partnership,
firm or corporation. For purposes of this paragraph 5 only, "Company" shall mean
The Dun & Bradstreet Corporation and any other affiliated entity more than 50%
of the voting interests of which are owned, directly or indirectly, by The Dun &
Bradstreet Corporation and which has elected to participate in the Plan by
action of its board of directors.

                  6. Employee agrees that Employee will not directly or
indirectly disclose any proprietary or confidential information, records, data,
formulae, specifications and other trade secrets owned by the Company, whether
oral or written, to any person or use any such information, except pursuant to
court order (in which case Employee will first provide the Company with written
notice of such). All records, files, drawings, documents, models, disks,
equipment and the like relating to the businesses of the Company shall remain
the sole property of the Company and shall not be removed from the premises of
the Company. Employee further agrees to return to the Company any property of
the Company which Employee may have, no matter where located, and not to keep
any copies or portions thereof.

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

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


                                      -2-

<PAGE>   14
                  9. Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan.

                  10. Employee covenants that neither Employee, nor any of
Employee's respective heirs, representatives, successors or assigns, will
commence, prosecute or cause to be commenced or prosecuted against the Company
or any of its successors, assigns, subsidiaries, affiliates, directors,
officers, employees, attorneys, agents and trustees or administrators of any
Company plan any action or other proceeding based upon any claims, demands,
causes of action, obligations, damages or liabilities which are being released
by this Agreement, nor will Employee seek to challenge the validity of this
Agreement, except that this covenant not to sue does not affect Employee's
future right to enforce appropriately the terms of this Agreement in a court of
competent jurisdiction.

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


                                      -3-

<PAGE>   15
agrees that the Company's payment of money and other benefits to Employee and
Employee's signing of this Agreement does not in any way indicate that Employee
has any viable claims against the Company or that the Company admits any
liability whatsoever.

                  12. This Agreement constitutes the entire agreement of the
parties and all prior negotiations or representations are merged herein. It
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, assigns, heirs and legal representatives but
neither this Agreement nor any rights hereunder shall be assignable by Employee
without the Company's written consent. In addition, this Agreement supersedes
any prior employment or compensation agreement, whether written, oral or implied
in law or implied in fact between Employee and the Company, other than those
contracts and agreements excepted from the application of section 5.8 of the
Plan pursuant to the terms of such section, which prior agreements are hereby
terminated.

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

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


                                      -4-

<PAGE>   16
         IN WITNESS WHEREOF, Employee and The Dun & Bradstreet Corporation, by
its duly authorized agent, have hereunder executed this Agreement.

Dated:

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

                                     THE DUN & BRADSTREET CORPORATION


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


                                      -5-

<PAGE>   17
                                                                        Appendix

                         Summary of Benefit Entitlements
                           Under The Dun & Bradstreet
                             Career Transition Plan

Employment Date:                             ______________________________
Effective Date of Eligible Termination:      ______________________________
Positions Terminated:                        ______________________________
Salary Continuation:                         $_________ per week for ____ weeks
Last Day of Salary Continuation:             ______________________________
Welfare Benefit Continuation:                [LIST NAMES OF MEDICAL, 
                                             DENTAL, LIFE PLANS UNDER
                                             WHICH EMPLOYEE COVERED]
Annual Bonus Payment:                        [x] of the annual bonus
                                             12
                                             otherwise payable to you at time of
                                             normal payment.
Long-Term Incentive Payment:                 [x] of the long-term incentive
                                             [y]
                                             otherwise payable to you for the
                                             _________ cycles at time of normal 
                                             payment.
[Individual] [Group] Outplacement:           As provided by the Company.

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



<PAGE>   1
                                                                  Exhibit 10.27

               2000 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN
           FOR CERTAIN DIRECTORS HOLDING DUN & BRADSTREET CORPORATION
                              EQUITY-BASED AWARDS

1.    PURPOSE OF THE PLAN

     The purpose of the 2000 Dun & Bradstreet Corporation Replacement Plan for 
Certain Directors Holding Dun & Bradstreet Corporation Equity-Based Awards (the 
"Plan") is to provide for the award of substantially identical replacement 
stock options, replacement phantom stock units and/or replacement deferred 
performance share units to New D&B Directors, Former Directors and Moody's 
Directors. It is the intention of the Company that the terms of the replacement 
awards will (i) together with awards adjusted by D&B, substantially preserve 
the value of the adjusted D&B awards and (ii) except for the terms described 
elsewhere in this Plan, remain substantially identical to the terms of the 
adjusted D&B awards.

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) Awards: Replacement options, replacement phantom stock units and 
replacement deferred performance share units granted pursuant to the Plan.

     (c) Beneficial Owner: As 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 (1) a
     Director designated by a person who has entered into an agreement with the
     Company to effect a transaction described in clause (i),

     

<PAGE>   2
                                                                               2

          (iii) or (iv) of this Section, (2) a Director designated 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 (3) 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
          (1) 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 (2) 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) Committee: The Compensation and Benefits Committee of the Board, or 
any successor thereto or other committee designated by the Board to assume the 
obligations of the Committee hereunder.

     (h) Company: The New D&B Corporation, a Delaware corporation to be renamed 
"The Dun & Bradstreet Corporation" after the Spinoff.

     (i) D&B: The Dun & Bradstreet Corporation, a Delaware corporation to be 
renamed the "Moody's Corporation" after the Spinoff.

     (j) D&B Deferred Performance Share Unites: A bookkeeping entry, equivalent 
in value to the number of deferred performance shares of D&B stock credited to 
a Director's account as of the opening of business on the Spinoff Date, 
pursuant to the D&B Plans.

<PAGE>   3
                                                                               3

     (k)  D&B Phantom Stock Units: A bookkeeping entry, equivalent in value to
the number of phantom shares of D&B stock credited to a New D&B Director's
account or a Former Director's account, as of the opening of business on the
Spinoff Date, pursuant to the D&B Plans.

     (l)  D&B Plans: The 1998 Dun & Bradstreet Corporation Non-Employee
Directors' Stock Incentive Plan and the 1998 Dun & Bradstreet Corporation
Replacement Plan for Certain Nonemployee Directors Holding Dun & Bradstreet
Corporation Equity-Based Awards.

     (m)  D&B Stock Option: Stock Option held by a Director that was granted
under the D&B Plans.

     (n)  Deferred Performance Share Unit: A bookkeeping entry, equivalent in
value to one Share, credited in accordance with Section 10(a) of the Plan.

     (o)  Determination Day: As such term is defined in Section 9(b) of the
Plan.

     (p)  Directors: A new D&B Director, Former Director and a Moody's Director.

     (q)  Disability: Inability of a New D&B Director to continue to serve as a
director of the Board or the inability of a Moody's Director to serve as a
director of the Moody's 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) with respect to a New D&B Director or as determined by Moody's Board
(excluding any member thereof whose own Disability is at issue in a given case)
with respect to a Moody's Director based upon such evidence as it deems
necessary and appropriate. A New D&B Director or a Moody's Director shall not be
considered disabled unless he or she furnished such medical or other evidence of
the existence of the Disability as the Board or Moody's Board, as the case may
be, in its sole discretion, may require.

     (r)  Effective Date: The Spinoff Date.

     (s)  Fair Market Value: On a given date, the average 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 average
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,

<PAGE>   4
                                                                               4

then the immediately preceding date on which sales of the Shares have been so
reported or quoted shall be used.

     (t)  Former Directors: Certain former directors of D&B whose Awards under
the D&B Plans were adjusted pursuant to the Spinoff.

     (u)  Moody's Board: The Board of Directors of D&B.

     (v) Moody's 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 D&B, any trustee or other fiduciary
          holding securities under an employee benefit plan of D&B, or any
          corporation owned, directly or indirectly, by the shareholders of D&B
          in substantially the same proportions as their ownership of stock of
          D&B), is or becomes the "Beneficial Owner" (as defined in Rule 13d-3
          under the Exchange Act), directly or indirectly, of securities of D&B
          representing 20% or more of the combined voting power of D&B's then
          outstanding securities;

               (ii)    during any period of twenty-four months (not including
          any period prior to the Spinoff Date), individuals who at the
          beginning of such period constitute the Moody's Board, and any new
          Director (other than (1) a Director designated by a person who has
          entered into an agreement with D&B to effect a transaction described
          in clause (i), (iii) or (iv) of this Section, (2) a Director
          designated by any Person (including D&B) 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 (3) a Director
          designated by any Person who is the Beneficial Owner, directly or
          indirectly, of securities of D&B representing 10% or more of the
          combined voting power of D&B's securities) whose election by the
          Moody's Board or nomination for election by D&B'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 D&B approve a merger or consolidation
          of D&B with any other corporation, other than (1) a merger or
          consolidation which would result in the voting securities of D&B
          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 D&B or such surviving entity outstanding
          immediately after such merger or consolidation and (2) after which no
          Person holds 20% or more of the combined voting power of the then
          outstanding securities of D&B or such surviving entity; or

     



<PAGE>   5
                                                                               5

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

     (w)  Moody's Directors: certain directors of D&B whose awards under the 
D&B Plans were adjusted pursuant to the Spinoff.

     (x)  Moody's Phantom Stock Unit: A bookkeeping entry, equivalent in value 
to one share of common stock of D&B, credited in accordance with Section 9(a) of
the Plan.

     (y)  New D&B Deferred Performance Share Units: A bookkeeping entry 
equivalent in value to one Share, credited in accordance with Section 10 of the 
Plan.

     (z)  New D&B Dividended Deferred Performance Share Units: A bookkeeping
entry, equivalent in value to the number of phantom performance shares credited
to a Director's account as a dividend on such Director's D&B Deferred
Performance Share Units pursuant to the Spinoff.

     (aa) New D&B Dividended Phantom Stock Units: A bookkeeping entry, 
equivalent in value to the number of phantom Shares credited to a New D&B 
Director's account or a Former Director's account as a dividend on such 
Director's D&B Phantom Stock Units pursuant to the Spinoff.

     (bb) New D&B Directors: certain directors of the Company whose awards were 
adjusted under the D&B Plans pursuant to the Spinoff.

     (cc) New D&B Phantom Stock Unit: A bookkeeping entry, equivalent in value 
to one Share, credited in accordance with Section 9(a) of the Plan.

     (dd) Option: A stock option granted pursuant to Section 7 of the Plan.

     (ee) Payment Day: As such term is defined in Section 8(b) of the Plan.

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

     (gg) Phantom Stock Units: New D&B Phantom Stock Units and Moody's Phantom 
Stock Units.

     (hh) Plan: The 2000 Dun & Bradstreet Corporation Replacement Plan for 
Certain Directors Holding Dun & Bradstreet Corporation Equity-Based Awards.

     (ii) Retirement: Termination of service with the Company after such New 
D&B Director has attained age 70 or termination of service with D&B after such 
Moody's Director has attained age 70, regardless of the length of such 
Director's service.

     (jj) Shares: Shares of common stock, par value $.01 per share, of the 
Company.

     


<PAGE>   6
                                                                               6

          (kk) Spinoff: The distribution of the Shares to the public 
     shareholders of D&B.

          (ll) Spinoff Date: The date on which the Shares are first distributed 
     to the public shareholders.

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

          (nn) Termination of Service: With respect to a New D&B Director,
     termination of service with the Company and with respect to a Moody's
     Director termination of service with D&B.

          (oo) Termination Date: As such term is defined in Section 8(b) of the 
     Plan.

3.   SHARES SUBJECT TO THE PLAN

          The total number of Shares which may be issued under the Plan is 
equal to the aggregate number of shares to be issued as replacement awards, as 
calculated pursuant to Sections 7 and 9 of this Plan. The shares may consist, 
in whole or in part, of unissued shares or treasury shares. After the initial 
grant of awards, no further awards shall be granted 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 supply any 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, the Directors and their beneficiaries or successors).

5.   ELIGIBILITY

          Only Directors may receive grants of replacement stock options, 
replacement phantom stock units and replacement deferred performance share 
units under the Plan.

6.   LIMITATIONS

          Options hereunder shall only be granted in replacement of D&B Stock 
Options (as defined in Section 7(a) of the Plan) held by Directors immediately 
prior to the Spinoff Date.

7.   TERMS AND CONDITIONS OF OPTIONS

          Options granted under the Plan shall be nonqualified 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

<PAGE>   7
                                                                               7

inconsistent therewith, as the Board shall determine;

          (a)  Generally. As of the Spinoff, each unexercised D&B Stock Option
     held by a Director shall be adjusted and such Director shall receive a
     replacement stock option pursuant to this Plan. The number of Shares
     covered by each replacement stock option shall be determined by multiplying
     (i) the number of shares of D&B common stock covered by the adjusted D&B
     Stock Option by (ii) fifty percent and rounding down the result to a whole
     number of shares. The option price of each replacement stock option shall
     be determined by multiplying (i) the trading price of the Company as of the
     last trade "when issued" immediately prior to the Spinoff by a fraction,
     the numerator of which is the option price of the adjusted D&B Stock
     Option, and the denominator of which equals the trading price of D&B as of
     last trade "regular way" immediately prior to the Spinoff. Unless otherwise
     specified in this Plan, all other terms of the replacement stock options
     shall remain substantially identical to those of the adjusted D&B Stock
     Options as set forth in the D&B Plans and related option agreement(s).

          (b)  Exercisability. Except as set forth in the Plan, stock options
     granted under the Plan shall have substantially identical terms as those of
     the stock options originally granted under the D&B Plans; provided,
     however, that in no event shall a replacement stock option be exercisable
     more than ten years after the date the original option was granted under
     the D&B Plans.

          (c)  Expiration. An Option shall expire on the tenth anniversary of
     the date on which the original option was granted under the D&B Plans.

          (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. 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 or its equivalent (e.g., a check), (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 Director shall have any rights to
     dividends or other rights of a shareholder with respect to Shares subject
     to an Option until the Director has given written notice of exercise of the
     Option, paid in full for such Shares and, if applicable, has satisfied any
     other conditions imposed by the Board pursuant to the Plan.

          (e)  Termination of Service. Upon a Termination of Service by reason
     of death, Disability, Retirement or by the Company or D&B, as the case may
     be, or by the Director for any reason, the unexercised portion of the
     Option may thereafter be exercised pursuant to the terms of the D&B Plan
     under which the original option was granted.

          (f)  Nontransferability of Stock Options. Except as otherwise provided
     in this Section 7(f), a stock option shall not be transferable by the
     Director otherwise than by  

<PAGE>   8
                                                                               8


     will or by the laws of descent and distribution and during the lifetime of
     a Director an option shall be exercisable only by the Director. An option
     exercisable after the death of a Director or a transferee pursuant to the
     following sentence may be exercised by the legatees, personal
     representatives or distributees of the Director 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 Director to be on terms which
     permit irrevocable transfer for no consideration by such Director 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
     Director, trusts for the exclusive benefit of these persons, and any other
     entity owned solely by these persons ("Eligible Transferees"), provided
     that (x) the stock 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 7(f). 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 Section 7(e) hereof shall continue to be applied with respect to
     the Director, following which the options shall be exercisable by the
     transferee only to the extent, and for the periods specified, in Section
     7(e). 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.

8.   TERMS AND CONDITIONS OF PHANTOM STOCK UNITS

          (a)  Phantom Stock Units.  As of the Spinoff Date, D&B Phantom Stock
     Units and New D&B Dividended Phantom Stock Units then held by each New D&B
     Director and Former Director shall be forfeited, and such Director shall
     receive replacement New D&B Phantom Stock Units and Moody's Phantom Stock
     Units pursuant to this Plan. The number of Shares credited as New D&B
     Phantom Stock Units shall equal the number of forfeited New D&B Dividended
     Phantom Stock Units and the number of shares of common stock of D&B
     credited as Moody's Phantom Stock Units shall equal the number of forfeited
     D&B Phantom Stock Units. The New D&B Phantom Stock Units and Moody's
     Phantom Stock Units shall be credited with dividend equivalents when
     dividends are deemed paid on balances held by employees of the Company (the
     "Employee Balances") in the Dun & Bradstreet Common Stock Fund of the
     Company's Profit Participation Plan (or successor plan)(the "Employee
     Plan"), and dividend equivalents with respect to Shares shall be converted
     into additional New D&B Phantom Stock Units (including fractional New D&B
     Phantom Stock Units) and dividend equivalents with respect to shares of
     common stock of D&B shall be converted into additional Moody's Phantom
     Stock Units (including fractional Moody's Phantom Stock Units). In the
     event that the Moody's Common Stock Fund under the Employee Plan is
     terminated, the Moody's Phantom Stock Units will be equitably converted
     into New D&B Phantom Stock Units based on the relative Fair Market Values
     of the Shares and the common stock of D&B at the time of the conversion.
     Unless otherwise specified in

<PAGE>   9
                                                                               9

     this Plan, all other terms of the replacement New D&B Phantom Stock Units
     and Moody's Phantom Stock Units shall remain substantially identical to
     those of the forfeited D&B Phantom Stock Units as set forth in the
     applicable D&B Plans and related agreement(s).

          (b)  Payment in Cash Upon Termination of Service. On the tenth day
     (the "Payment Day") of the calendar year immediately following the calendar
     year containing the date of a Director's Termination of Service (the
     "Termination Date"), the Director shall receive a lump sum payment in cash
     equal to the Fair Market Value of the number of Phantom Stock Units
     (including fractional Phantom Stock Units) credited to the Director's
     Phantom Stock Unit account on the December 31 immediately preceding the
     Payment Day (the "Determination Day"). Between the Termination Date and the
     Determination Day the Director's Phantom Stock Units shall continue to be
     credited with dividend equivalents and such dividend equivalents shall
     continue to be converted into additional Phantom Stock Units (including
     fractional Phantom Stock Units) in the manner set forth above. As an
     alternative to receiving such payment on the Payment Day, the Director may
     elect to receive his or her payment in such forms of payments (and on such
     terms and conditions) as are established by the Committee in its sole
     discretion.

          (c)  Crediting of Stock Dividends. When non-cash dividends are paid on
     Shares or shares of common stock of D&B, a Director's Phantom Stock Units
     shall be credited with dividend equivalents by crediting the Director's
     account in a manner consistent with the treatment of the Employee Balances.

9.   TERMS AND CONDITIONS OF DEFERRED PERFORMANCE SHARE UNITS

          As of the Spinoff Date, New D&B Dividended Deferred Performance Share
Units then held by each Director shall be forfeited, and such Director shall
receive replacement New D&B Deferred Performance Share Units pursuant to this
Plan. The number of Shares credited as New D&B Deferred Performance Share Units
shall equal the number of forfeited New D&B Dividended Deferred Performance
Share Units. New D&B Deferred Performance Share Units shall be credited with
dividend equivalents when dividends are deemed paid on balances held by
employees of the Company (the "Employee Balances") in the Dun & Bradstreet
Common Stock Fund of the Employee Plan, and such dividend equivalents shall be
converted into additional New D&B Deferred Performance Share Units (including
fractional New D&B Deferred Performance Share Units) in a manner consistent with
the treatment of the Employee Balances. Unless otherwise specified in this Plan,
all other terms of the replacement New D&B Deferred Performance Share Units
shall remain substantially identical to those of the D&B Deferred Performance
Share Units from which they arose as set forth in the applicable D&B Plans and
related agreement(s).

10.  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,


<PAGE>   10
                                                                              10

     merger, consolidation, spin-off, combination or exchange of Shares or other
     corporate exchange, or any distribution to shareholders of Shares other
     than regular cash dividends, the Committee, 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 (A) the number or kind of shares
     or other securities issued or reserved for issuance pursuant to the Plan or
     pursuant to outstanding Awards, (B) the option price and/or (C) any other
     affected terms of such Awards.

          (b) Change in Control. Upon the occurrence of a Change in Control, (A)
     all Phantom Stock Units shall become payable to Directors in cash and (B)
     all Options shall vest and become exercisable.

          (c) Moody's Change in Control. Upon the occurrence of a Moody's Change
     in Control, (A) all Phantom Stock Units shall become payable to Moody's
     Directors in cash and (B) all Options held by Moody's Directors shall vest
     and become exercisable.

11.  SUCCESSORS AND ASSIGNS

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

12.  AMENDMENTS OR TERMINATION

          The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would diminish the rights of
any Director under any Award theretofore granted without such Director's
consent.

13.  NONTRANSFERABILITY OF AWARDS

          Except as provided in Section 7(f) of the Plan, an Award shall not be
transferable or assignable by the Director otherwise than by will or by the laws
of descent and distribution. During the lifetime of a Director an Award shall be
exercisable only by such Director. An Award exercisable after the death of a
Director may be exercised by the legatees, personal representatives or
distributees of the Director. Notwithstanding anything to the contrary herein,
the Board, in its sole discretion, shall have the authority to waive this
Section 13 (or any part thereof) to the extent that this Section 13 (or any part
thereof) is not required under the rules promulgated under any law, rule or
regulation applicable to the Company.

14.  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.

15.  EFFECTIVENESS OF THE PLAN

          The Plan shall be effective as of the Spinoff Date.



<PAGE>   1
                                                                   Exhibit 10.28

               2000 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN
           FOR CERTAIN EMPLOYEES HOLDING DUN & BRADSTREET CORPORATION
                              EQUITY-BASED AWARDS

1.   PURPOSE OF THE PLAN

          The purpose of the 2000 Dun & Bradstreet Corporation Replacement Plan
for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards
(the "Plan") is to provide for the granting of replacement awards to New D&B
Employees (as defined below), Moody's Employees (as defined below) and Former
Employees (as defined below) whose outstanding awards under the D&B Plans will
be adjusted pursuant to the Spinoff (as defined below). It is the intention of
the Company that the terms of the replacement awards will (i) together with
awards adjusted by D&B, substantially preserve the value of the adjusted D&B
awards and (ii) except as specifically provided herein, remain substantially
identical to the terms of the adjusted D&B awards.

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. Awards: Replacement options, replacement stock appreciation rights,
     replacement shares of restricted stock, replacement performance share
     awards and replacement special performance share grant awards granted
     pursuant to the Plan.

          C. Beneficial Owner: As 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 Section 13(d) and 14(d)
               of the Act (other than the Company, any trustee or other
               fiduciary holding securities under an employee benefit plan of
               the Company, or any company owned, directly or indirectly, by the
               stockholders of the Company in substantially the same proportions
               as their ownership of stock of the Company), becomes the
               Beneficial Owner, directly or indirectly, of securities of the
               Company representing 20% (30% with respect to Section 12(a)) 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 Effective Date), individuals who at the
               beginning of such period


<PAGE>   2
                                                                               2

               constitute the Board, and any new director (other than (A) a
               director nominated by a Person who has entered into an agreement
               with the Company to effect a transaction described in Sections
               2(E)(i), (iii) or (iv) of the Plan, (B) 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 (C) 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 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;

               (iii) the stockholders of the Company approve a merger or
               consolidation of the Company with any other corporation, other
               than a merger or consolidation (A) 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 (B) after
               which no Person would hold 20% (50% with respect to Section
               12(a)) or more of the combined voting power of the then
               outstanding securities of the Company or such surviving entity;
               or

               (iv) 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.

          F. Code: The Internal Revenue Code of 1986, as amended, or any 
successor thereto.

          G. Committee: The Compensation and Benefits Committee of the Board, 
or any successor thereto or other committee designated by the Board to assume 
the obligations of the Committee hereunder.

          H. Company: The New D&B Corporation, a Delaware corporation to be 
renamed "The Dun & Bradstreet Corporation" after the Spinoff.

          I. Company Price: As such term is defined in Section 7(a) of the Plan.

          J. D&B: The Dun & Bradstreet Corporation, a Delaware corporation to 
be renamed the "Moody's Corporation" after the Spinoff.

          K. D&B Performance Share Award: As such term is defined in Section 
9(a) of the Plan.


<PAGE>   3
                                                                               3

     L. D&B Plans: The Employee Plan, the Replacement Plan, the Option Award 
and the Restricted Stock Award.

     M. D&B Restricted Stock: As such term is defined in Section 10 of the Plan.

     N. D&B Special Performance Share Grant Award: As such term is defined in 
Section 9(b) of the Plan.

     O. D&B Stock Option: As such term is defined in Section 7(a) of the Plan.

     P. D&B SAR: As such term is defined in Section 8(a) of the Plan.

     Q. Disability: Inability to engage in any substantial gainful activity by 
reason of a medically determinable physical or mental impairment which 
constitutes a permanent and total disability, as defined in Section 22(e)(3) of 
the Code (or any successor section thereto). The determination whether an 
Eligible Holder has suffered a Disability shall be made by the Committee, with 
respect to a New D&B Employee, and by the Moody's Board with respect to a 
Moody's Employee based upon such evidence as it deems necessary and 
appropriate. An Employee shall not be considered disabled unless he or she 
furnishes such medical or other evidence of the existence of the Disability as 
the Committee or the Moody's Board, as the case may be, in its sole discretion, 
may require.

     R. Effective Date: The date as of which the Spinoff is effective.

     S. Eligible Holders: A New D&B Employee, Former Employee and a Moody's 
Employee.

     T. Employee Plan. The 1998 Dun & Bradstreet Corporation Key Employees' 
Stock Incentive Plan.

     U. Fair Market Value: On a given date, the average 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 
average 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.

     V. Former Employees: Certain former employees of D&B and its Subsidiaries 
whose awards under the D&B Plans were adjusted pursuant to the Spinoff.



<PAGE>   4
                                                                               4

     W.   Moody's Board: The Board of Directors of D&B as of the Effective Date.

     X.   Moody's Change in Control: The occurrence of any of the following 
events:

          (v)  any "Person" as such term is used in Section 13(d) and 14(d) of
          the Act (other than D&B, any trustee or other fiduciary holding
          securities under an employee benefit plan of D&B, or any company
          owned, directly or indirectly, by the stockholders of D&B in
          substantially the same proportions as their ownership of stock of
          D&B), becomes the Beneficial Owner, directly or indirectly, of
          securities of D&B representing 20% (30% with respect to Section 12(a))
          or more of the combined voting power of D&B's then outstanding
          securities.

          (vi) during any period of twenty-four months (not including any period
          prior to the Effective Date), individuals who at the beginning of such
          period constitute the Moody's Board, and any new director (other than
          (A) a director nominated by a Person who has entered into an agreement
          with D&B to effect a transaction described in Sections 2(X)(i), (iii)
          or (iv) of the Plan, (B) a director nominated by any Person (including
          D&B) 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
          (C) a director designated by any Person who is the Beneficial Owner,
          directly or indirectly, of securities of D&B representing 10% or more
          of the combined voting power of D&B's securities) whose election by
          the Moody's Board or nomination for election by D&B'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;

          (vii) the stockholders of D&B approve a merger or consolidation of 
          D&B with any other corporation, other than a merger or consolidation 
          (A) which would result in the voting securities of D&B 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 D&B or such surviving entity outstanding 
          immediately after such merger or consolidation and (B) after which no 
          Person would hold 20%)(50% with respect to Section 12(a)) or more of 
          the combined voting power of the then outstanding securities of D&B 
          or such surviving entity; or

          (viii) the stockholders of D&B approve a plan of complete liquidation 
          of D&B or an agreement for the sale or disposition by D&B of all or 
          substantially all of D&B's assets.

    Y.    Moody's Committee: The Compensation and Benefits Committee of the 
Moody's Board or any successor thereto or other Committee designated by the 
Moody's Board to assume the obligations of the Moody's Committee hereunder.

<PAGE>   5
                                                                               5


     Z. Moody's Employees: Certain employees of D&B and its Subsidiaries whose 
awards under the D&B Plans were adjusted pursuant to the Spinoff.

     AA. New D&B Employees: Certain employees of the Company and its 
Subsidiaries whose awards were adjusted under the D&B Plans pursuant to the 
Spinoff.

     BB. New D&B Restricted Stock: As such term is defined in Section 10 of the 
Plan.

     CC. Option: A stock option granted pursuant to Section 7 of the Plan.

     DD. Option Award: The D&B Stock Option awarded to the Chairman and Chief 
Executive Officer of the Company pursuant to his employment agreement dated May 
15, 2000.

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

     FF. Plan: The 2000 Dun & Bradstreet Corporation Replacement Plan for 
Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards.

     GG. Replacement Plan: The 1998 Dun & Bradstreet Corporation Replacement 
Plan for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based 
Awards.

     HH. Restricted Stock Award: The D&B restricted stock awarded to the 
Chairman and Chief Executive Officer of the Company pursuant to his employment 
agreement dated May 15, 2000.

     II. Shares: Shares of common stock, par value $.01 per share, of the 
Company.

     JJ. Spinoff: The distribution of the Shares to the public shareholders of 
D&B.

     KK. Spinoff Date: The date on which the Shares are first distributed to 
the public shareholders.

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

     MM. Termination of Employment: With respect to a New D&B Employee, 
termination of employment with the Company and its Subsidiaries and with 
respect to a Moody's Employee, termination of employment with D&B and its 
Subsidiaries.

3. STOCK SUBJECT TO THE PLAN

     The total number of shares of common stock of the Company ("Shares") which 
may be issued under the Plan is equal to the aggregate number of Shares to be 
issued as replacement awards, as calculated pursuant to this Plan. The Shares 
may consist, in whole or in part, of unissued Shares or treasury shares. After 
the initial grant of Awards, no further grant

<PAGE>   6
                                                                             6

shall be made under the Plan.

4. ADMINISTRATION

     The Committee shall administer the Plan; provided, however, that any 
action permitted to be taken by the Committee may be taken by the Board, in its 
discretion. The Committee shall have the authority, consistent with the Plan, 
to determine the provisions of the Awards to be granted, to interpret the Plan 
and the Awards granted under the Plan, to adopt, amend and rescind rules and 
regulations for the administration of the Plan and the Awards and generally to 
conduct and administer the Plan and to make all determinations in connection 
therewith which may be necessary or advisable, and all such actions of the 
Committee shall be binding upon all Eligible Holders. The Committee shall 
require payment of any amount the Company may determine to be necessary or 
appropriate to withhold for federal, state, local or other taxes as a result of 
the payment or exercise of an Award.

5. ELIGIBILITY

     Only Eligible Holders shall receive grants of Awards under the Plan. The 
granting of an Award under the Plan shall impose no obligation on D&B, the 
Company or any Subsidiary to continue the employment of an Eligible Holder and 
shall not lessen or affect the right to terminate the employment of such 
Eligible Holder.

6. LIMITATIONS

     Options hereunder shall only be granted in replacement of D&B Stock 
Options (as defined in Section 7(a) of the Plan) held by Eligible Holders 
immediately prior to the Spinoff Date.

7. TERMS AND CONDITIONS OF STOCK OPTIONS

     Stock options granted under the Plan shall be nonqualified, 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 Committee shall 
determine:

     (a) Generally. Except as provided in Section 7(b), as of the Spinoff Date, 
each unexercised stock option held by an Eligible Holder that was granted under 
the D&B Plans (a "D&B Stock Option") shall be adjusted, and such Eligible 
Holder shall receive a replacement stock option pursuant to this Plan. The 
number of Shares covered by each replacement stock option shall be determined 
by multiplying (i) the number of shares of D&B common stock covered by the 
adjusted D&B Stock Option by (ii) fifty percent and rounding down the result to 
a whole number of shares. The option price of each replacement stock option 
shall be determined by multiplying (i) the trading price of the Company as of 
the last trade "when issued" immediately prior to the Spinoff Date (the 
"Company Price") by a fraction (the "Conversion Ratio"), the numerator of which 
is the original option price of the corresponding D&B Stock Option, and the 
denominator of which equals the trading price of D&B as of last trade "regular 
way" immediately prior to the Spinoff Date (the "D&B Price") rounded down to 
the nearest ten thousandth of a cent. Unless otherwise specified in this Plan, 
all other terms of the replacement   

<PAGE>   7
                                                                               7

stock options shall remain substantially identical to those of the adjusted D&B 
Stock Options as set forth in the D&B Plans and related option agreement(s).

     (b)  Other Stock Options. As of the Spinoff Date, the Option Award shall be
cancelled, and the holder thereof shall receive a replacement stock option
pursuant to this Plan. The number of shares subject to the replacement stock
option shall equal (i) the number of shares subject to the cancelled stock
option multiplied by (ii) a fraction, the numerator of which is the D&B Price,
and the denominator of which is the Company Price, rounded down to a whole
number of shares. The option price of the replacement stock option shall be
determined by multiplying the option price of the cancelled stock option by a
fraction, the numerator of which is the Company Price and the denominator of
which is the D&B Price, rounded down to the nearest whole cent. Unless otherwise
specified in this Plan, all other terms of the replacement stock option shall
remain substantially identical to those of the cancelled stock option.

     (c)  Exercisability. Except as set forth in the Plan, stock options 
granted under the Plan shall have substantially identical terms as those of the 
stock options originally granted under the D&B Plans; provided, however, that 
in no event shall a replacement stock option be exercisable more than ten years 
after the date the original option was granted under the D&B Plans.

     (d)  Exercise of Stock Options. Except as otherwise provided in the Plan 
or the option, a stock option may be exercised for all, or from time to time 
any part, of the Shares for which it is then exercisable. 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 Eligible Holder (i) in 
cash or its equivalent (e.g., a check), (ii) in Shares of the Company having a 
fair market value equal to the option price for the Shares being purchased and 
satisfying such other requirements as may be imposed by the Committee, (iii) 
partly in cash and partly in such Shares of the Company 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. The Committee may permit the Eligible Holder to elect, subject to 
such terms and conditions as the Committee shall determine, to have the number 
of Shares deliverable to the Eligible Holder as a result of the exercise 
reduced by a number sufficient to pay the amount the Company determines to be 
necessary to withhold for federal, state, local or other taxes as a result of 
the exercise of the option. No Eligible Holder shall have any rights to 
dividends or other rights of a shareholder with respect to Shares subject to an 
option until the Eligible Holder has given written notice of exercise of the 
option, paid in full for such Shares and, if requested, given the 
representation described in Paragraph 7(f) of the Plan.

     (e)  Exercisability Upon Termination of Employment. Upon an Eligible 
Holder's Termination of Employment by reason of death, Disability, Retirement 
(as defined in the D&B Plan under which the original stock option was granted; 
provided, however, that, if applicable such determination shall be made by the 
Committee or the Moody's Committee, as the case may be) or by the employer or 
by the Eligible Employee for any reason, the option thereafter may be exercised 
pursuant to the terms of the D&B Plan under which the original stock option 
was granted.

     (f)  Additional Agreements of Eligible Holder and Restrictions on 
Transfer. With respect to stock options granted under the Replacement Plan: (i) 
the Committee may require each



<PAGE>   8
                                                                               8

person purchasing Shares pursuant to exercise of a stock option to represent to 
and agree with the Company in writing that the Shares are being acquired 
without a view to distribution thereof (the certificates for Shares so 
purchased may include any legend which the Committee deems appropriate to 
reflect any restrictions on transfers); (ii) the Committee also may impose, in 
its discretion, as a condition of any option, any restrictions on the 
transferability of Shares acquired through the exercise of such option as it 
may deem fit; and (iii) without limiting the generality of the foregoing, the 
Committee may impose conditions restricting absolutely the transferability of 
Shares acquired through the exercise of options for such periods as the 
Committee may determine and, further, upon a Termination of Employment during 
the period in which such Shares are nontransferable, the Eligible Holder may be 
required, if required by the related option agreement, to sell such Shares back 
to the Company at such price and on such other terms as the Committee may have 
specified in the option agreement.

     (g)  Nontransferability of Stock Options. Except as otherwise provided in
this Paragraph 7(g), a stock option shall not be transferable by the Eligible
Holder otherwise than by will or by the laws of descent and distribution and
during the lifetime of an Eligible Holder an option shall be exercisable only by
the Eligible Holder. An option exercisable after the death of an Eligible Holder
or a transferee pursuant to the following sentence may be exercised by the
legatees, personal representatives or distributees of the Eligible Holder or
such transferee. The Committee may, in its discretion, authorize all or a
portion of the options previously granted or to be granted to an Eligible Holder
to be on terms which permit irrevocable transfer for no consideration by such
Eligible Holder 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 Eligible Holder, trusts for the exclusive benefit of these
persons, and any other entity owned solely by these persons ("Eligible
Transferees"), provided that (x) the stock option agreement pursuant to which
such options are granted must be approved by the Committee, 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 Paragraph 7(g). The Committee 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 employment of
Paragraph 7(e) hereof shall continue to be applied with respect to the original
Eligible Holder, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified, in Paragraph 7(e).
The Committee 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 Eligible Holders eligible to
transfer options, as well as to make other determinations with respect to option
transfers.

8.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

          Stock appreciation rights (including limited stock appreciation 
rights) granted under the Plan shall be subject to the foregoing and the 
following terms and conditions and to such other terms and conditions, not 
inconsistent therewith, as the Committee shall determine:

<PAGE>   9
                                                                               9

     (a)  Generally. Except as provided in Section 8(b), as of the Spinoff Date,
each unexercised stock appreciation right (including a limited stock
appreciation right) held by an Eligible Holder that was granted under the D&B 
Plans (a "D&B SAR") shall be adjusted, and such Eligible Holder shall receive a 
replacement stock appreciation right pursuant to this Plan. The number of 
shares covered by each replacement stock appreciation right shall be determined 
by multiplying (i) the number of shares of D&B common stock covered by the 
adjusted D&B SAR by (ii) fifty percent and rounding down the result to a whole 
number of shares. The exercise price of each replacement stock appreciation 
right shall be determined by multiplying the Company Price by the Conversion 
Ratio. Unless otherwise specified in this Plan, all other terms of the 
replacement stock appreciation rights shall remain substantially identical to 
those of the adjusted D&B SARs as set forth in the applicable D&B Plans and 
related D&B SAR agreement(s).

     (b)  Other Replacement Stock Appreciation Rights. As of the Spinoff Date, 
the limited stock appreciation right granted in tandem with the Option Award 
shall be cancelled, and the holder thereof shall receive a replacement limited 
stock appreciation right pursuant to this Plan. The number of shares subject to 
the replacement limited stock option shall equal (i) the number of shares 
subject to the cancelled limited stock appreciation right multiplied by (ii) a 
fraction, the numerator of which is the D&B Price, and the denominator of which 
is the Company Price, rounded down to a whole number of shares. The exercise 
price of the replacement limited stock appreciation right shall be determined 
by multiplying the exercise price of the cancelled limited stock appreciation 
right by a fraction, the numerator of which is the Company Price and the 
denominator of which is the D&B Price, rounded down to the nearest whole cent. 
Unless otherwise specified in this Plan, all other terms of the replacement 
limited stock appreciation right shall remain substantially identical to those 
of the cancelled limited stock appreciation right.

     (c)  Terms.    Each stock appreciation right shall entitle an Eligible 
Holder to receive from the Company in exchange therefor an amount equal to the 
excess of the fair market value on the exercise date of one Share over the 
exercise price per Share times the number of Shares covered by the stock 
appreciation right, or portion thereof, which is surrendered. The date a notice 
of exercise is received by the Company shall be the exercise date. Payment 
shall be made in Shares or in cash, or partly in Shares and partly in cash, 
valued at such fair market value, all as shall be determined by the Committee. 
Stock appreciation rights may be exercised from time to time upon actual 
receipt by the Company of written notice of exercise stating the number of 
Shares with respect to which the stock appreciation right is being exercised. 
No fractional Shares will be issued in payment for stock appreciation rights, 
but instead cash will be paid for a fraction or, if the Committee should so 
determine, the number of Shares will be rounded downward to the next whole 
Share.

     (d)  Limitations on Exercisability. The Committee shall impose such
conditions upon the exercisability of stock appreciation rights as will result,
except upon the occurrence of an event contemplated by replacement limited stock
appreciation rights granted pursuant to Paragraphs 8(b) and 8(e) or contemplated
by the provisions of Paragraph 12, in the amount to be charged against the
Company's consolidated income by reason of stock appreciation rights not to
exceed, in any one calendar year, two percent of the Company's prior calendar
year's consolidated income before income taxes. The Committee also may impose,
in its discretion, such other conditions upon the exercisability of stock
appreciation rights as it may deem fit.


<PAGE>   10
                                                                              10

     (e)  Replacement Limited Stock Appreciation Rights. The Committee shall 
grant replacement limited stock appreciation rights in substantially the same 
manner in which replacement stock appreciation rights are awarded pursuant to 
this Section 8 of the Plan. Unless the context otherwise requires, whenever the 
term "stock appreciation right" is used in the Plan, such term shall include 
limited stock appreciation rights.

9.   PERFORMANCE SHARE AWARDS.     

     (a)  Generally. As of the Spinoff Date, each performance share award 
granted to a New D&B Employee under the D&B Plans (a "D&B Performance Share 
Award") shall be cancelled, and such New D&B Employee shall receive a 
replacement performance share award opportunity pursuant to the Plan. The 
replacement performance share award opportunity shall equal (i) a number of 
Shares determined by multiplying the number of shares of D&B common stock 
covered by the original D&B Performance Share Award by fifty percent and 
rounding down the result to a whole number of shares and (ii) a cash payment 
opportunity equal to the Fair Market Value (as of the date the award is 
approved) of a number of shares of D&B equal to the number of shares of D&B 
common stock covered by the original D&B Performance Share Award. Actual award 
of the replacement performance share award opportunity will be made at the 
conclusion of the original performance period based on performance results 
versus originally established performance parameters. Unless otherwise 
specified in this Plan, all other terms of the replacement performance share 
award opportunity shall remain substantially identical to those of the adjusted 
D&B Performance Share Award as set forth in the D&B Plans and related award 
agreement(s).

     (b)  Special Performance Share Grant Awards. As of the Spinoff Date, each 
special performance share grant award that is based on the appreciation of the 
fair market value of a share of common stock of D&B against the appreciation in 
the fair market value of the shares of stock of the companies that comprise the 
S&P 500 granted to a New D&B Employee under the D&B Plans (a "D&B Special 
Performance Share Grant Award") shall be cancelled, and each New D&B Employee 
shall receive a replacement special performance share grant award pursuant to 
this Plan. Each replacement special performance share grant award shall equal 
(i) the number of shares subject to the cancelled D&B Special Performance Share 
Grant Award multiplied by (ii) a fraction, the numerator of which is the D&B 
Price, and the denominator of which is the Company Price, rounded down to a 
whole number of shares. Unless otherwise specified in this Plan, all other terms
of each replacement special performance share grant award shall remain 
substantially identical to those of the cancelled D&B Special Performance Share 
Grant Award as set forth in the applicable D&B Plans and related award 
agreements.

10.  TERMS AND CONDITIONS OF RESTRICTED STOCK.         
     
          As of the Spinoff Date, restricted stock held by an Eligible Holder 
that was granted under the D&B Plans ("D&B Restricted Stock") and restricted 
stock received by an Eligible Holder as a result of the Spinoff ("New D&B 
Restricted Stock") shall be forfeited, and such Eligible Holder shall receive 
replacement shares of Company restricted stock pursuant to this Plan. The 
number of shares of Company restricted stock shall equal (i) the number of 
shares of forfeited D&B Restricted Stock multiplied by (ii) a fraction, the 
numerator of which is the D&B Price, and the denominator of which is the 
Company Price, rounded down to a whole number of shares. Unless otherwise 
specified in this Plan, all other terms of the replacement

<PAGE>   11
                                                                              11

restricted stock shall remain substantially identical to those of the forfeited
D&B Restricted Stock as set forth in the applicable D&B Plans.

11.  TRANSFERS AND LEAVES OF ABSENCE

          For purposes of the Plan: (a) a transfer of an employee of the Company
or D&B from the Company or D&B, as the case may be, to a 50% or more owned
subsidiary, partnership, venture or other affiliate (whether or not
incorporated) of the Company or D&B, as the case may be, or vice versa, or from
one such subsidiary, partnership, venture or other affiliate to another, (b) a
leave of absence, duly authorized in writing by the Company or D&B, as the case
may be, for military service or sickness or for any other purpose approved by
the Company or D&B, as the case may be, if the period of such leave does not
exceed 90 days, or (c) a leave of absence in excess of 90 days, duly authorized
in writing by the Company or D&B, as the case may be, provided the employee's
right to re-employment is guaranteed either by statute or by contract, shall not
be deemed a termination of employment under the Plan.

12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR OTHER EVENTS

     (a) With respect to Awards originally granted under the Replacement Plan:

          (i)  Generally. Upon changes in the Shares by reason of a stock
          dividend, stock split, reverse split, recapitalization, merger,
          consolidation, combination or exchange of Shares, separation,
          reorganization or liquidation, the number and class of Shares
          available under the Plan as to which stock options or stock
          appreciation rights may be granted (both in the aggregate and to any
          one Eligible Holder), the number and class of Shares under each option
          and the option price per Share and the terms of stock appreciation
          rights and the number shall be correspondingly adjusted by the
          Committee, such adjustments to be made in the case of outstanding
          options without change in the total price applicable to such options.

          (ii) Change in Control. In the event of a merger, consolidation,
          combination, reorganization or other transaction in which the Company
          will not be the surviving corporation, an Eligible Holder shall be
          entitled to options on that number of shares of stock in the new
          corporation which the Eligible Holder would have received had the
          Eligible Holder exercised all of the unexercised options available to
          the Eligible Holder under the Plan, whether or not then exercisable,
          at the instant immediately prior to the effective date of such
          transaction, and if such unexercised options had related stock
          appreciation rights the Eligible Holder also will receive new stock
          appreciation rights related to the new options. Thereafter,
          adjustments as provided above shall relate to the options or stock
          appreciation rights of the new corporation. Except as otherwise
          specifically provided in the stock option or stock appreciation right,
          in the event of a Change in Control, merger, consolidation,
          combination, reorganization or other transaction in which the
          shareholders of the Company will receive cash or securities (other
          than common stock) or in the event that an offer is made to the
          holders of common stock of the Company to sell or exchange such common
          stock for cash,

<PAGE>   12
                                                                              12

          securities or stock of another corporation and such offer, if
          accepted, would result in the offeror becoming the owner of (a) at
          least 50% of the outstanding common stock of the Company or (b) such
          lesser percentage of the outstanding common stock which the Committee
          in its sole discretion determines will materially adversely affect the
          market value of the common stock after the tender or exchange offer,
          the Committee shall, prior to the shareholders' vote on such
          transaction or prior to the expiration date (without extensions) of
          the tender or exchange offer, with respect to stock options and stock
          appreciation rights, (i) accelerate the time of exercise so that all
          stock options and stock appreciation rights which are outstanding
          shall become immediately exercisable in full without regard to any
          limitations of time or amount otherwise contained in the Plan or the
          options or stock appreciation rights and/or (ii) determine that the
          options and stock appreciation rights shall be adjusted and make such
          adjustments by substituting for common stock of the Company subject to
          options and stock appreciation rights, common stock of the surviving
          corporation or offeror if such stock of such corporation is publicly
          traded or, if such stock is not publicly traded, by substituting
          common stock of a parent of the surviving corporation or offeror if
          the stock of such parent is publicly traded, in which event the
          aggregate option price shall remain the same and the number of Shares
          subject to option shall be the number of Shares which could have been
          purchased on the closing day of such transaction or the expiration
          date of the offer with the proceeds which would have been received by
          the Eligible Holder if the option had been exercised in full prior to
          such transaction or expiration date and the Eligible Holder had
          exchanged all of such Shares in the transaction or sold or exchanged
          all of such Shares pursuant to the tender or exchange offer, and if
          any such option has related stock appreciation rights, the stock
          appreciation rights shall likewise be adjusted.

          (iii) Moody's Change in Control. Except as otherwise specifically
          provided in the stock option or stock appreciation right, in the event
          of a Moody's Change in Control, the Moody's Committee may accelerate
          the time of exercise so that all stock options and stock appreciation
          rights held by a Moody's Employee which are outstanding shall become
          immediately exercisable in full without regard to any limitations of
          time or amount otherwise contained in the Plan or the options or stock
          appreciation rights.

     (b)  With respect to Awards originally granted under the Employee Plan:

          (i) Generally. In the event of any change in the outstanding Shares 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, the
          Committee shall make such substitution or adjustment, if any, as it,
          in its sole discretion and without liability to any person, deems to
          be equitable, as to (A) the number or kind of Shares or other
          securities issued or reserved for issuance pursuant to the Plan or
          pursuant to outstanding Awards, (B) the Option Price and/or (C) any
          other affected terms of such Awards.

<PAGE>   13
                                                                              13

               (ii) Change in Control. In the event of a Change in Control, (A)
               each Option and stock appreciation right shall become immediately
               vested and exercisable; provided, however, that if such Awards
               are not exercised prior to the date of the consummation of the
               Change in Control, the Committee, in its sole discretion and
               without liability to any person may provide for (1) the payment
               of a cash amount in exchange for the cancellation of such Award
               and/or (2) the issuance of substitute Awards that will
               substantially preserve the value, rights and benefits of any
               affected Awards (previously granted hereunder) as of the date of
               the consummation of the Change in Control, (B) restrictions on
               Awards of restricted stock shall lapse and (C) performance share
               awards and special performance share awards shall become payable
               as if targets for the current period were satisfied at 100%.

               (iii) Moody's Change in Control. In the event of a Moody's 
               Change in Control, (A) each Option and stock appreciation right 
               held by a Moody's Employee shall become immediately vested and 
               exercisable; (B) restrictions on Awards of restricted stock held 
               by Moody's Employees shall lapse and (C) performance share 
               awards and special performance share awards shall become payable 
               as if targets for the current period were satisfied at 100%.

13.  AMENDMENTS

          The Board may amend, alter or discontinue the Plan, but no amendment, 
alteration or discontinuation shall be made which would impair the rights of 
any Eligible Holder under any award theretofore granted, without the Eligible 
Holder's consent, or which, without the approval of the shareholders of the 
Company, would:

     (a)  Except as is provided in Paragraph 12 of the Plan, increase the total 
number of Shares reserved for the purposes of the Plan.

     (b)  Decrease the option price to less than 100% of fair market value on 
the date of grant of the original option under the D&B Plans.

     (c)  Change the employees (or class of employees) eligible to receive 
awards under the Plan.

     (d)  Materially increase the benefits accruing to employees participating 
under the Plan.

14.  EFFECTIVENESS OF THE PLAN AND AMENDMENTS

          The Plan shall be effective as of the Spinoff Date.



<PAGE>   1
                                                                   Exhibit 10.29

                        THE DUN & BRADSTREET CORPORATION
                            2000 STOCK INCENTIVE PLAN


1.       PURPOSE OF THE PLAN

         The purpose of the Plan is to aid the Company and its Affiliates in
securing and retaining key employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Awards. The Company
expects that it will benefit from the added interest which such key employees
will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.

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)      Affiliate: With respect to the Company, any entity
                           directly or indirectly controlling, controlled by ,
                           or under common control with, the Company or any
                           other entity designated by the Board in which the
                           Company or an Affiliate has an interest.

                  (c)      Award: An Option, Stock Appreciation Right or Other
                           Stock-Based Award granted pursuant to the Plan.


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


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

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

                           (i) any Person (other than the Company, any trustee
                           or other fiduciary holding securities under an
                           employee benefit plan of the Company, or any company
                           owned, directly or indirectly, by the stockholders of
                           the Company in substantially the same proportions as
                           their ownership of stock of the Company), becomes the
                           Beneficial Owner, 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 Effective Date),
                           individuals who at the beginning of such period
                           constitute the Board, and any new director (other
                           than (A) a director nominated by a Person who has
                           entered into an agreement with the Company to effect
                           a transaction described in Sections 2(e)(i), (iii) or
                           (iv) of the Plan, (B) a director nominated by any
                           Person (including the

<PAGE>   2
                                                                               2


                           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 (C) 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 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;

                  (iii)    the stockholders of the Company approve a merger or
                           consolidation of the Company with any other
                           corporation, other than a merger or consolidation (A)
                           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
                           (B) after which no Person would hold 20% or more of
                           the combined voting power of the then outstanding
                           securities of the Company or such surviving entity;
                           or

                  (iv)     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.

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

         (h)      Committee: The Compensation and Benefits Committee of the
                  Board, or any successor thereto or other committee designated
                  by the Board to assume the obligations of the Committee
                  hereunder.

         (i)      Company: The Dun & Bradstreet Corporation.

         (j)      Disability: Inability to engage in any substantial gainful
                  activity by reason of a medically determinable physical or
                  mental impairment which constitutes a permanent and total
                  disability, as defined in Section 22(e)(3) of the Code (or any
                  successor section thereto). The determination whether a
                  Participant has suffered a Disability shall be made by the
                  Committee 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 Committee, in its sole
                  discretion, may require.

<PAGE>   3
                                                                               3

         (k)      Effective Date: The date on which the Plan takes effect, as
                  defined pursuant to Section 17 of the Plan.

         (l)      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
                  Committee 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.

         (m)      ISO: An Option that complies with Section 422 (or any
                  successor provision) of the Code.

         (n)      LSAR: A limited stock appreciation right granted pursuant to
                  Section 8(d) of the Plan.

         (o)      Other Stock-Based Awards: Awards granted pursuant to Section 9
                  of the Plan.

         (p)      Option: A stock option granted pursuant to Section 7 of the
                  Plan.

         (q)      Option Price: The purchase price per Share of an Option, as
                  determined pursuant to Section 7(a) of the Plan.

         (r)      Participant: An individual who is selected by the Committee to
                  participate in the Plan pursuant to Section 5 of the Plan.

         (s)      Performance-Based Awards: Other Stock-Based Awards granted
                  pursuant to Section 9(b) of the Plan.

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

         (u)      Plan: The Dun & Bradstreet Corporation 2000 Stock Incentive
                  Plan.

<PAGE>   4
                                                                               4



         (v)      Post-Retirement Exercise Period: As such term is defined in
                  Section 7(g) of the Plan.

         (w)      Retirement: Termination of employment with the Company or an
                  Affiliate after such Participant has attained age 55 and five
                  years of service with the Company; or, with the prior written
                  consent of the Committee that such termination be treated as a
                  Retirement hereunder, termination of employment under other
                  circumstances.

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

         (y)      Special Exercise Period: As such term is defined in Section
                  7(g) of the Plan.

         (z)      Spread Value: With respect to a Share subject to an Award, an
                  amount equal to the excess of the Fair Market Value, on the
                  date such value is determined, over the Award's exercise or
                  grant price, if any.

         (aa)     Stock Appreciation Right: A stock appreciation right granted
                  pursuant to Section 8 of the Plan.

         (bb)     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
9,700,000. The maximum number of Shares for which Options and Stock Appreciation
Rights may be granted during a calendar year to any Participant shall be
700,000. An amount not in excess of 6.75% 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 9. The Shares may consist, in whole or in
part, of unissued Shares or treasury Shares. The issuance of Shares or the
payment of cash upon the exercise of an Award shall reduce the total number of
Shares available under the Plan, as applicable. 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 Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto); provided, however, that any action
permitted to be taken by the Committee may be taken by the Board, in its
discretion. Awards may, in the discretion of the Committee, be made under the
Plan in assumption of, or in substitution for, outstanding awards previously
granted by a company acquired by the Company or its Affiliates or with which the
Company or its Affiliates combines.

<PAGE>   5
                                                                               5


The number of Shares underlying such substitute awards shall be counted against
the aggregate number of Shares available for Awards under the Plan. The
Committee 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 Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable. Any decision of the Committee 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). Determinations made by the Committee
under the Plan need not be uniform and may be made selectively among
Participants, whether or not such Participants are similarly situated. The
Committee shall require payment of any amount it may determine to be necessary
to withhold for federal, state, local or other taxes as a result of the exercise
or grant of an Award. Unless the Committee specifies otherwise, the Participant
may elect to pay a portion or all of such withholding taxes by (a) delivery in
Shares or (b) having Shares withheld by the Company from any Shares that would
have otherwise been received by the Participant. The number of Shares so
delivered or withheld shall have an aggregate Fair Market Value sufficient to
satisfy the applicable withholding taxes. If the chief executive officer of the
Company is a member of the Board, the Board by specific resolution may
constitute such chief executive officer as a committee of one which shall have
the authority to grant Awards of up to an aggregate of 200,000 Shares in each
calendar year to Participants who are not subject to the rules promulgated under
Section 16 of the Act (or any successor section thereto); provided, however,
that such chief executive officer shall notify the Committee of any such grants
made pursuant to this Section 4.

5.       ELIGIBILITY

         Key employees (but not members of the Committee or any person who
serves only as a director) of the Company and its Affiliates, who are from time
to time responsible for the management, growth and protection of the business of
the Company and its Affiliates, are eligible to be granted Awards under the
Plan. Participants shall be selected from time to time by the Committee, in its
sole discretion, from among those eligible, and the Committee shall determine,
in its sole discretion, the number of Shares to be covered by the Awards granted
to each Participant.

6.       LIMITATIONS

         No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.

7.       TERMS AND CONDITIONS OF OPTIONS

         Options granted under the Plan shall be, as determined by the
Committee, nonqualified, incentive or other stock options for federal income tax
purposes, as evidenced by the related Award 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 Committee shall determine:

<PAGE>   6
                                                                               6



         (a) Option Price. The Option Price per Share shall be determined by the
Committee, 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
Committee, but in no event shall an Option be exercisable more than ten years
after the date it is granted.

         (c) Exercise of Options. Except as otherwise provided in the Plan or in
an Award 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 7
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 or its equivalent (e.g., by check), (ii)
to the extent permitted by the Committee, 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 Committee; provided,
that such shares of Common Stock have been held by the Participant for no less
than six months (or such other period as established from time to time by the
Committee), (iii) partly in cash and, to the extent permitted by the Committee,
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 Committee pursuant to the Plan.

         (d) ISOs. The Committee may grant Options under the Plan that are
intended to be ISOs. Such ISOs shall comply with the requirements of Section 422
of the Code (or any successor section thereto). Unless otherwise permitted under
Section 422 of the Code (or any successor section thereto), no ISO may be
granted to any Participant who at the time of such grant, owns more than ten
percent of the total combined voting power of all classes of stock of the
Company or of any Subsidiary, unless (i) the Option Price for such ISO is at
least 110% of the Fair Market Value of a Share on the date the ISO is granted
and (ii) the date on which such ISO terminates is a date not later than the day
preceding the fifth anniversary of the date on which the ISO is granted. Any
Participant who disposes of Shares acquired upon the exercise of an ISO either
(i) within two years after the date of grant of such ISO or (ii) within one year
after the transfer of such Shares to the Participant, shall notify the Company
of such disposition and of the amount realized upon such disposition.

         (e) 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 Committee, 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 and
shall withhold such number of Shares from the Shares acquired by the exercise of
the Option.

<PAGE>   7
                                                                               7


         (f) Exercisability Upon Termination of Employment by Death or
Disability. If a Participant's employment with the Company and its Affiliates
terminates by reason of death or Disability after the first anniversary of the
date of grant of an Option, (i) the unexercised portion of such Option shall
immediately vest in full and (ii) such portion may thereafter be exercised
during the shorter of (A) the remaining stated term of the Option or (B) five
years after the date of death or Disability.

         (g) Exercisability Upon Termination of Employment by Retirement. If a
Participant's employment with the Company and its Affiliates terminates by
reason of Retirement after the first anniversary of the date of grant of an
Option, an unexercised Option may thereafter be exercised during the shorter of
(i) the remaining stated term of the Option or (ii) five years after the date of
such termination of employment (the "Post-Retirement Exercise Period"), but only
to the extent to which such Option was exercisable at the time of such
termination of employment or becomes exercisable during the Post-Retirement
Exercise Period; provided, however, that if a Participant dies within a period
of five years after such termination of employment, an unexercised Option may
thereafter be exercised, during the shorter of (i) the remaining stated term of
the Option or (ii) the period that is the longer of (A) five years after the
date of such termination of employment or (B) one year after the date of death
(the "Special Exercise Period"), but only to the extent to which such Option was
exercisable at the time of such termination of employment or becomes exercisable
during the Special Exercise Period.

         (h) Effect of Other Termination of Employment. If a Participant's
employment with the Company and its Affiliates terminates (i) for any reason
(other than death, Disability or Retirement after the first anniversary of the
date of grant of an Option as described above) or (ii) for any reason on or
prior to the first anniversary of the date of grant of an Option, an unexercised
Option may thereafter be exercised during the period ending 30 days after the
date of such termination of employment, but only to the extent to which such
Option was exercisable at the time of such termination of employment.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
accelerate the vesting of unvested Options held by a Participant if such
Participant is terminated from employment without "cause" (as such term is
defined by the Committee in its sole discretion) by the Company.

         (i) Nontransferability of Stock Options. Except as otherwise provided
in this Section 7(i), a stock option shall not be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and during the
lifetime of an optionee an option shall be exercisable only by the optionee. An
option exercisable after the death of an optionee or a transferee pursuant to
the following sentence may be exercised by the legatees, personal
representatives or distributees of the optionee or such transferee. The
Committee may, in its discretion, authorize all or a portion of the options
previously granted or to be granted to an optionee to be on terms which permit
irrevocable transfer for no consideration by such optionee 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 optionee, trusts for the
exclusive benefit of these persons, and any other entity owned solely by these
persons ("Eligible Transferees"), provided that (x) the stock option agreement
pursuant to which such options are granted must be approved by the Committee,
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

<PAGE>   8
                                                                               8


accordance with the first sentence of this Section 7(i). The Committee 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
7(f), 7(g) and 7(h) hereof shall continue to be applied with respect to the
original optionee, following which the options shall be exercisable by the
transferee only to the extent, and for the periods specified, in Sections 7(f),
7(g) and 7(h). The Committee 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.

8.       TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

         (a) Grants. The Committee also may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in connection with
an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to
clause (ii) of the preceding sentence (A) may be granted at the time the related
Option is granted or at any time prior to the exercise or cancellation of the
related Option, (B) shall cover the same Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall be subject
to the same terms and conditions as such Option except for such additional
limitations as are contemplated by this Section 8 (or such additional
limitations as may be included in an Award agreement).

         (b) Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such amount
be less than the greater of (i) the Fair Market Value of a Share on the date the
Stock Appreciation Right is granted or, in the case of a Stock Appreciation
Right granted in conjunction with an Option, or a portion thereof, the Option
Price of the related Option and (ii) an amount permitted by applicable laws,
rules, by-laws or policies of regulatory authorities or stock exchanges. Each
Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the Stock Appreciation Right.
Each Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the Company in
exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the Option Price per Share, times
(ii) the number of Shares covered by the Option, or portion thereof, which is
surrendered. The date a notice of exercise is received by the Company shall be
the exercise date. Payment shall be made in Shares or in cash, or partly in
Shares and partly in cash, valued at such Fair Market Value, all as shall be
determined by the Committee. Stock Appreciation Rights may be exercised from
time to time upon actual receipt by the Company of written notice of exercise
stating the number of Shares with respect to which the Stock Appreciation Right
is being exercised. No fractional Shares will be issued in payment for Stock
Appreciation Rights, but instead cash will be paid for a fraction or, if the
Committee should so determine, the number of Shares will be rounded downward to
the next whole Share.

<PAGE>   9
                                                                               9



         (c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.

         (d) Limited Stock Appreciation Rights. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events. Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Plan, such term shall include LSARs.

9.       OTHER STOCK-BASED AWARDS

         (a) Generally. The Committee, 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 Committee 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
Committee 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). Where the value of an Other Stock-Based Award is based on the Spread
Value, the grant or exercise price for such an Award will not be less than 100%
of the Fair Market Value on the date of grant.

         (b) Performance-Based Awards. Notwithstanding anything to the contrary
herein, certain Other Stock-Based Awards granted under this Section 9 may be
granted in a manner which is deductible by the Company under Section 162(m) of
the Code (or any successor section thereto) ("Performance-Based Awards"). A
Participant's Performance-Based Award shall be determined based on the
attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the following criteria: (i) earnings before
or after taxes (including earnings before interest, taxes, depreciation and
amortization); (ii) net income; (iii) operating income; (iv) earnings per Share;
(v) book value per Share; (vi) return on stockholders' equity; (vii) expense
management; (viii) return on investment before or after the cost of capital;
(ix) improvements in capital structure; (x) profitability of an identifiable
business unit or product; (xi) maintenance or improvement of profit margins;
(xii) stock price; (xiii) market share; (xiv) revenues or sales; (xv) costs;
(xvi) cash flow; (xvii) working capital (xviii) changes in net assets (whether
or not multiplied by a constant percentage intended to represent the cost of
capital) and (xix) return on assets. The foregoing criteria may relate to the
Company, one or more of its Subsidiaries or one or more of its divisions, units,
minority investments,

<PAGE>   10
                                                                              10


partnerships, joint ventures, product lines or products or any combination of
the foregoing, and may be applied on an absolute basis and/or be relative to one
or more peer group companies or indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree consistent with Section
162(m) of the Code (or any successor section thereto), the performance goals may
be calculated without regard to extraordinary items or accounting changes. The
maximum amount of a Performance-Based Award during a calendar year to any
Participant shall be $5,000,000. The Committee shall determine whether, with
respect to a performance period, the applicable performance goals have been met
with respect to a given Participant and, if they have, to so certify and
ascertain the amount of the applicable Performance-Based Award. No
Performance-Based Awards will be paid for such performance period until such
certification is made by the Committee. The amount of the Performance-Based
Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula, at the discretion of the
Committee. The amount of the Performance-Based Award determined by the Committee
for a performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if and to the
extent permitted by the Committee and consistent with the provisions of Section
162(m) of the Code, elect to defer payment of a Performance-Based Award.

         (c) An amount not in excess of 6.75% of the total number of Shares
reserved and available for distribution pursuant to the Plan, as determined
pursuant to Section 3, may be issued pursuant to Other Stock-Based Awards,
except that Other Stock-Based Awards with values based on Spread Values shall
not be included in this limitation.

10.      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 Committee shall make such substitution or
adjustment, if any, as it, in its sole discretion and without liability to any
person, 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 maximum number of Shares for which Options or Stock
Appreciation Rights may be granted during a calendar year to any Participant
(iii) the maximum amount of Other Stock-Based Awards based on the Spread Value
and Performance-Based Awards that may be granted during a calendar year to any
Participant, (iv) the Option Price or exercise price of any Stock Appreciation
Right and/or (v) any other affected terms of such Awards.

         (b) Change in Control. In the event of a Change in Control, Awards
granted under the Plan shall accelerate as follows: (i) each Option and Stock
Appreciation Right shall become immediately vested and exercisable; provided,
however, that if such Awards are not exercised prior to the date of the
consummation of the Change in Control, the Committee, in its sole

<PAGE>   11
                                                                              11


discretion and without liability to any person may provide for (A) the payment
of a cash amount in exchange for the cancellation of such Award and/or (B) the
issuance of substitute Awards that will substantially preserve the value, rights
and benefits of any affected Awards (previously granted hereunder) as of the
date of the consummation of the Change in Control; (ii) restrictions on Awards
of restricted shares shall lapse; and (iii) Other Stock-Based Awards shall
become payable as if targets for the current period were satisfied at 100%.

11.      NO RIGHT TO EMPLOYMENT

         The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.

12.      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.

13.      NONTRANSFERABILITY OF AWARDS

         Except as provided in Section 7(i) 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 Committee, in its sole discretion, shall have the
authority to waive this Section 13 (or any part thereof) to the extent that this
Section 13 (or any part thereof) is not required under the rules promulgated
under any law, rule or regulation applicable to the Company.

14.      AMENDMENTS OR TERMINATION

         The Board or the Committee 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 10 of the Plan), (1)increase the total number of Shares reserved for the
purposes of the Plan or change the maximum number of Shares for which Awards may
be granted to any Participant, (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 such Participant under the
Plan; provided, however, that the Board or the Committee 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. Notwithstanding anything to
the contrary herein, neither the Committee nor the Board may amend, alter or
discontinue the provisions relating to Section 10(b) of the Plan after the
occurrence of a Change in Control.

<PAGE>   12
                                                                              12

15.      INTERNATIONAL PARTICIPANTS

         With respect to Participants who reside or work outside the United
States of America and who are not (and who are not expected to be) "covered
employees" within the meaning of Section 162(m) of the Code (or any successor
section thereto), the Committee may, in its sole discretion, amend the terms of
the Plan or Awards with respect to such Participants in order to conform such
terms with the requirements of local law.

16.      CHOICE OF LAW

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

17.      EFFECTIVENESS OF THE PLAN

         The Plan shall be effective as of October 18, 2000, subject to approval
or ratification by stockholders of the Company at the next Annual Meeting of
Stockholders of the Company or any adjournment or postponement thereof. The
Committee may grant Awards prior to such approval or ratification, provided such
Awards are expressly conditioned upon subsequent stockholder approval or
ratification.




<PAGE>   1
                                                                   Exhibit 10.30

                        2000 DUN & BRADSTREET CORPORATION
                   NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN


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 (including the Company) who publicly
                  announces an intention to take or

<PAGE>   2
                                                                               2


                  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.

<PAGE>   3
                                                                              3


         (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.

<PAGE>   4
                                                                               4

         (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

<PAGE>   5
                                                                               5


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

<PAGE>   6
                                                                               6

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

<PAGE>   7
                                                                               7


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

<PAGE>   8
                                                                               8


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 Delaware applicable to contracts made and to be performed
in the State of Delaware.

14.      EFFECTIVENESS OF THE PLAN

         The Plan shall be effective as of October 18, 2000, subject to approval
or ratification by stockholders of the Company at the next Annual Meeting of
Stockholders of the Company or any adjournment or postponement thereof. The
Board may grant Awards prior to such approval or ratification, provided such
Awards are expressly conditioned upon subsequent stockholder approval or
ratification.



<PAGE>   1
                                                                   EXHIBIT 10.31

                                 October 1, 1999




Mr. Andre Dahan
c/o The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974

Dear Andre:

                  The purpose of this letter is to confirm our discussions
regarding your employment as President of Dun & Bradstreet - US, which is a
division of Dun & Bradstreet, Inc., a wholly owned subsidiary of The Dun &
Bradstreet Corporation ("Parent" and, together with its subsidiaries, the
"Company"), as follows: 

                  (1) Period of Coverage. The provisions set forth in this
letter will be applicable during the period beginning on the date hereof and
ending on the second anniversary of the date hereof (the "Covered Period"),
after which time they will be of no further force or effect.

                  (2) Salary Continuation and Related Matters in Event of
Termination. (a) In the event your employment with the Company is terminated
during the Covered Period under any circumstances other than those described in
paragraph 3 below, you will be entitled to a Salary Continuation Benefit equal
to 200% of the sum of: (i) your annual base salary in effect at the time your
employment with the Company terminates; and (ii) your guideline annual bonus
opportunity then in effect under the annual bonus plan in which you are then
participating
 (irrespective of the actual operating results of the Company
during the Salary Continuation Period referred to below). The foregoing Salary
Continuation Benefit will be made in bi-weekly installments until the second
anniversary of your termination (the "Salary Continuation Period"), payable at
such times as your base annual salary would have been paid if your employment
had not terminated. During the Covered Period, your annual base salary and
guideline annual bonus opportunity shall not be less than the applicable amounts
in effect as of the date hereof, which are $520,000 and $260,000, respectively.



<PAGE>   2
Mr. Andre Dahan
October 1,1999
Page 2


                  (b) Medical, dental and life insurance benefits shall be
provided throughout the Salary Continuation Period at the levels in effect for
you immediately prior to the termination of your employment with the Company but
in no event greater than the levels in effect for active employees generally
during the Salary Continuation Period, provided that you shall pay the employee
portion of any required premium payments at the level generally in effect for
employees of the Company. For purposes of determining your entitlement to
continuation coverage as required by Title I, Subtitle B, Part 6 of ERISA, your
18-month or other period of coverage shall commence on the last day of the
Salary Continuation Period.

                  (c) You will be entitled to no further grants under the
Company's stock incentive plans upon termination of your employment and
commencement of the Salary Continuation Period and your rights in respect of any
then-existing grants under such plans shall be as specified therein.

                  (d) In the event your employment with the Company is
terminated during the Covered Period under any of the circumstances described in
paragraph 3 below (other than by the Company for "Cause" as referred to
therein), you shall be entitled to an amount equal to the actual bonus which
would have been payable to you under the annual bonus plan in which you are then
participating had you remained employed through the end of the year of such
termination, multiplied by a fraction the numerator of which is the number of
full months of employment during the calendar year of termination and the
denominator of which is 12. Such bonus shall be payable at the time otherwise
payable under the applicable plan had your employment not terminated.

                  (e) The grant of benefits pursuant to the foregoing provisions
of this paragraph (2) is conditioned upon your signing a Severance Agreement and
Release substantially in the form attached to this letter as Exhibit 1 and the
expiration of any revocation period set forth therein.

                  (f) In the event of your death during the Salary Continuation
Period, the payments provided in this paragraph (2) shall continue to be paid to
your estate at the time or times otherwise provided for herein.

                  (3) Non-Eligible Terminations. The benefits specified in
paragraph (2) above (other than as described in subparagraph (d) thereof) shall
not be payable in the event your employment with the Company is terminated (a)
as a result of your disability (within the meaning of the long-term disability
plan then applicable to you) or death, (b) as a result of a unilateral
resignation by you, (c) by the Company for "Cause" (as defined below), or (d)
following any sale, merger, combination, spinoff, reorganization, liquidation,
dissolution or other transaction or event that constitutes a "Change in Control"
(within the meaning of the letter agreement dated as of June 29, 1998 between
Parent and you). For purposes of this Agreement, "Cause" shall mean (a) willful
malfeasance or willful misconduct by you in connection with your employment, (b)
continuing failure to perform such duties as are requested by any employee to
whom you report or the Company's board of directors; provided such duties 


<PAGE>   3

Mr. Andre Dahan
October 1,1999
Page 3


are consistent with your duties, responsibilities and/or authority as President
of Dun & Bradstreet - US, (c) failure by you to observe material policies of the
Company applicable to you or (d) your conviction in a court of competent
jurisdiction of (i) any felony or (ii) any misdemeanor involving moral
turpitude.

                  (4) Future ETP Eligibility. In the event your employment with
the Company continues as of the expiration of the Covered Period, you shall be
eligible for participation in the Parent's Executive Transition Plan (the "ETP")
in respect of periods thereafter in accordance with the terms and conditions
specified in the ETP.

                  (5) Career Transition Plan. In consideration of the benefit
rights granted to you above, you hereby relinquish your right to benefits under
Parent's Career Transition Plan.

                  (6) Supplemental Executive Benefit Plan. Unless you
unilaterally resign your employment with the Company during the Covered Period
(in which event this paragraph (6) shall be of no force or effect), your
Credited Service (as defined for purposes of Parent's Supplemental Executive
Benefit Plan) shall in all events be deemed to include a period of at least five
years.

                  (7) Withholding. The Company may withhold from any amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.

                  (8) Mitigation. You shall not be required to mitigate the
amount of any payments or benefits provided for hereunder, subject to your
compliance with the Severance Agreement and Release referred to in subparagraph
(e) above, by seeking employment with any person or otherwise, nor shall the
amount of any such payments or benefits be reduced by any compensation, benefit
or other amount earned by, accrued for or paid to you as the result of your
employment by or consultancy or other association with any other person during
the Salary Continuation Period.

                  (9) Indemnification. The Company shall indemnify and hold you
harmless from and against any expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement incurred by you by reason of your being
made a party or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of any act or omission to act by you during your
employment with the Company or otherwise by reason of the fact that you are or
were a director or officer of the Company to the fullest extent and in the
manner set forth and permitted by the General Corporation Law of the State of
Delaware and any other applicable law as from time to time in effect and the
Company's charter and bylaws. This provision shall survive any termination of
your employment and deemed termination of this Agreement.

                  (10) Governing Law/Arbitration. The interpretation and
application of the terms herein shall be governed by the laws of the State of
New York without regard to principles

<PAGE>   4

Mr. Andre Dahan
October 1,1999
Page 4

of conflict of laws. Any disagreement or controversy arising out of or relating
to the terms of this Agreement shall be submitted for resolution to arbitration
before a single arbitrator with knowledge of employment law mutually selected by
you and the Company. The arbitration shall be held in the City of New York. The
award rendered in said proceeding shall be made in writing and shall be final
and binding upon both parties, and judgment upon the award may be entered in any
court having jurisdiction thereof. The fees and expenses, if any, of the
arbitrators shall be borne equally by the parties.

                  (11) Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
If the foregoing terms of employment are acceptable, please so indicate in the
space provided below.


                  If the foregoing is consistent with your understanding, please
so indicate in the space provided on the duplicate of this letter and return
such duplicate to us, whereupon this letter will constitute a binding agreement
between us as of the date first above written.

                                               Very truly yours,

                                               THE DUN & BRADSTREET CORPORATION

                                               By:/s/ Volney Taylor
                                                  -----------------------------
                                                       Volney Taylor
                                                       Chairman and Chief
                                                       Executive Officer


Confirmed and Agreed:
/s/ Andre Dahan
--------------------
    Andre Dahan



<PAGE>   5
               THE DUN & BRADSTREET EXECUTIVE TRANSITION PLAN
                            (AS AMENDED AND RESTATED)


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

            SECTION 1  -  DEFINITIONS

            1.1 "Administrative Committee" shall mean a committee of Company
management employees heretofore established by the Committee.

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

            1.3 "Committee" shall mean the Executive Compensation and Stock
Option Committee of the Board of Directors of the Company.

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

            1.5 "Eligible Termination" shall mean (a) an involuntary termination
of employment with the Company by reason of a reduction in force program, job
elimination or unsatisfactory performance in the execution of an Eligible
Employee's duties or (b) a resignation mutually agreed to in writing by the
Company and the Eligible Employee. Notwithstanding the foregoing, an Eligible
Termination shall not include (w) a unilateral resignation, (x) a termination by
the Company for Cause, (y) a termination as a result of a sale (whether in whole
or in part, of stock or assets), merger or other combination, spinoff,
reorganization or liquidation, dissolution or other winding up or other similar
transactions involving the Company; provided however, that a termination of
employment as a result of a Change in Control and during the Change in Control
Period shall not be covered by this clause (y), or (z) any termination where an
offer of employment is made to the Eligible Employee of a comparable position at
the Company.

<PAGE>   6
            1.6 "Salary" shall mean an Eligible Employee's annual base salary at
the time his or her employment terminates, except as otherwise provided in
Schedule A hereto.

            1.7 "Severance and Release Agreement" shall mean an agreement signed
by the Eligible Employee substantially in the form attached hereto as Exhibit 1.
Notwithstanding the foregoing, the Company may, by action of its chief human
resources officer or chief legal counsel, modify the form of Severance and
Release Agreement to be signed by any Eligible Employee in a manner approved by
the Administrative Committee.

            SECTION 2  -  SEVERANCE BENEFITS

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

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

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

            2.4 In the event the Company, in its sole discretion, grants an
Eligible Employee a period of inactive employee status, then, in such event, any
amounts paid to such Eligible Employee during any such period shall offset the
benefits payable under this Plan. For this purpose, a period of inactive
employee status shall mean the period beginning on the date such status
commences (of which the Eligible Employee shall be notified) and ending on the
date of such Eligible Employee's termination of employment.


                                      -2-

<PAGE>   7
            SECTION 3  -  AMENDMENT AND TERMINATION

            3.1 The Company reserves the right to terminate the Plan at any time
and without any further obligation by action of its board of directors or such
other person or persons to whom the board properly delegates such authority.

            3.2 The Company shall have the right to modify or amend the terms of
the Plan at any time, or from time to time, to any extent that it may deem
advisable by action of its board of directors, the Committee or such other
person or persons to whom the board or the Committee properly delegates such
authority.

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

            SECTION 4  -  ADMINISTRATION OF THE PLAN

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

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

            (b)   establish a claims and appeals procedure; and

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

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

            4.2 The Committee may, in its sole discretion, cause the
Administrative Committee or its designee to function as the Committee for
purposes of this Section 4.

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


                                      -3-

<PAGE>   8
            SECTION 5  -  MISCELLANEOUS

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

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

            5.3 The Company shall deduct from the amount of any severance
benefits payable hereunder the amount required by law to be withheld for the
payment of any taxes and any other amount, properly to be withheld.

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

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

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

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

            5.8 This Plan, as amended and restated, shall be effective as of
February 19, 1997.


                                      -4-

<PAGE>   9
                                                                       Exhibit 1


                         SEVERANCE AGREEMENT AND RELEASE


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

            WITNESSETH THAT:

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

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

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


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

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

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

            4. Employee agrees that until the Termination Date Employee will not
become a stockholder (unless such stock is listed on a national securities
exchange or traded on a daily basis in the over-the-counter market and the
Employee's ownership interest is not in excess of 2% of the company whose shares
are being purchased), employee, officer, director or consultant of or to a
corporation, or a member or an employee of or a consultant to a partnership or
any other business or firm, which 

<PAGE>   10
competes with any of the businesses owned or operated by the Company; nor if
Employee becomes associated with a company, partnership or individual which
company, partnership or individual acts as a consultant to businesses in
competition with the Company will Employee provide services to such competing
businesses. The restrictions contained in this paragraph shall apply whether or
not Employee accepts any form of compensation from such competing entity or
consultant. Employee also agrees that until the Termination Date Employee will
not recruit or solicit any customers of the Company to become customers of any
business entity which competes with any of the businesses owned or operated by
the Company. In addition, Employee agrees that until the Termination Date
neither Employee nor any company or entity Employee controls or manages, shall
recruit or solicit any employee of the Company to become an employee of any
business entity.

            5. If Employee performs services for an entity other than the
Company at any time prior to the Termination Date (whether or not such entity is
in competition with the Company), Employee shall notify the Company on or prior
to the commencement thereof. To "perform services" shall mean employment or
services as a full-time employee, consultant, owner, partner, associate, agent
or otherwise on behalf of any person, principal, partnership, firm or
corporation. For purposes of this paragraph 5 only, "Company" shall mean The Dun
& Bradstreet Corporation and any other affiliated entity more than 50% of the
voting interests of which are owned, directly or indirectly, by The Dun &
Bradstreet Corporation and which has elected to participate in The Dun &
Bradstreet Career Transition Plan by action of its board of directors.

            6. Employee agrees that Employee will not directly or indirectly
disclose any proprietary or confidential information, records, data, formulae,
specifications and other trade secrets owned by the Company, whether oral or
written, to any person or use any such information, except pursuant to court
order (in which case Employee will first provide the Company with written notice
of such). All records, files, drawings, documents, models, disks, equipment and
the like relating to the businesses of the Company shall remain the sole
property of the Company and shall not be removed from the premises of the
Company. Employee further agrees to return to the Company any property of the
Company which Employee may have, no matter where located, and not to keep any
copies or portions thereof.

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

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


                                      -2-

<PAGE>   11
            9. Employee, for Employee, Employee's family, representatives,
successors and assigns releases and forever discharges the Company and its
successors, assigns, subsidiaries, affiliates, directors, officers, employees,
attorneys, agents and trustees or administrators of any Company plan from any
and all claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which Employee had, now has
or may have against the Company, its successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents and trustees or
administrators of any Company plan, from the beginning of Employee's employment
to and including the date of this Agreement relating to or arising out of
Employee's employment with the Company or the termination of such employment
other than a claim with respect to a vested right Employee may have to receive
benefits under any plan maintained by the Company. Employee represents that
Employee has not filed any action, complaint, charge, grievance or arbitration
against the Company or any of its successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents and trustees or administrators
of any Company plan.

            10. Employee covenants that neither Employee, nor any of Employee's
respective heirs, representatives, successors or assigns, will commence,
prosecute or cause to be commenced or prosecuted against the Company or any of
its successors, assigns, subsidiaries, affiliates, directors, officers,
employees, attorneys, agents and trustees or administrators of any Company plan
any action or other proceeding based upon any claims, demands, causes of action,
obligations, damages or liabilities which are being released by this Agreement,
nor will Employee seek to challenge the validity of this Agreement, except that
this covenant not to sue does not affect Employee's future right to enforce
appropriately the terms of this Agreement in a court of competent jurisdiction.

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


                                      -3-

<PAGE>   12
acknowledgment or the releases Employee has granted hereunder. Employee
understands and agrees that the Company's payment of money and other benefits to
Employee and Employee's signing of this Agreement does not in any way indicate
that Employee has any viable claims against the Company or that the Company
admits any liability whatsoever.

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

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

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

            15.   This Agreement shall terminate in its entirety any
Change in Control Agreement between the Company and Employee.

            IN WITNESS WHEREOF, Employee and The Dun & Bradstreet Corporation,
by its duly authorized agent, have hereunder executed this Agreement.


Dated:


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


                                              THE DUN & BRADSTREET CORPORATION


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


                                      -4-

<PAGE>   13
                                                                        Appendix

                         Summary of Benefit Entitlements
                           Under The Dun & Bradstreet
                            Executive Transition Plan



<TABLE>
<S>                                          <C>
Employment with                              ______________________________
Company Since:

Effective Date                               ______________________________
of Eligible Termination:

Positions Terminated:                        ______________________________

Salary Continuation:                         $____ per week for 104  weeks

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

Annual Bonus Payment:                        [X] 12 of the annual bonus
                                             otherwise payable to you at time of
                                             normal payment.

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

Executive Outplacement:                      As provided by the Company.
</TABLE>


Financial Planning/Counseling:

      THE DESCRIPTION OF BENEFITS CONTAINED IN THIS APPENDIX IS ONLY A SUMMARY
      AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. REFER TO YOUR
      SUMMARY PLAN DESCRIPTION FOR MORE DETAIL.

<PAGE>   14
                                   SCHEDULE A


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

            1.    Salary Continuation

            The Eligible Employee shall receive 104 weeks of Salary
continuation, provided, however, that for purposes of determining the Salary
continuation amount, in the event the Eligible Employee has incurred an Eligible
Termination other than by reason of unsatisfactory performance, "Salary" shall
include the Eligible Employee's guideline annual bonus opportunity under the
applicable Annual Incentive Plan (as defined in paragraph 3 hereof) for the year
of termination, payment of which will be prorated annually over a period equal
to the number of weeks of Salary continuation (the "Salary Continuation Period")
and made at the same time as other Salary continuation amounts. Salary
continuation hereunder shall be paid at the times the Eligible Employee's Salary
would have been paid if employment had not terminated, over the Salary
Continuation Period. In the event the Eligible Employee performs services for an
entity other than the Company or a Participating Company during the Salary
Continuation Period, such employee shall notify the Company on or prior to the
commencement thereof. For purposes of this Schedule A, to "perform services"
shall mean employment or services as a full-time employee, consultant, owner,
partner, associate, agent or otherwise on behalf of any person, principal,
partnership, firm or corporation (other than the Company or a Participating
Company). All Salary continuation payments shall cease upon re-employment by the
Company or a Participating Company. For purposes of this paragraph 1, a
"Participating Company" shall mean the Company or any other affiliated entity
more than 50% of the voting interests of which are owned, directly or
indirectly, by the Company and which has elected to participate in The Dun &
Bradstreet Corporation Career Transition Plan.

            2.    Welfare Benefit Continuation

            Medical, dental and life insurance benefits shall be provided
throughout the Salary Continuation Period at the levels in effect for the
Eligible Employee immediately prior to termination of employment but in no event
greater than the levels in effect for active employees generally during the
Salary Continuation Period, provided that the Eligible Employee shall pay the
employee portion of any required premium payments at the level in effect for
employees generally of the Company for such benefits. For purposes of
determining an Eligible Employee's entitlement to continuation coverage as
required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18-month or
other period of coverage shall commence on his or her termination of employment.

<PAGE>   15
            3.    Annual Bonus Payment

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

            4.    Long-Term Awards

            Cash payments shall be made to an Eligible Employee as set forth in
this paragraph in respect of "Units" (as such term is defined in the Key
Employees Performance Unit Plan for The Dun & Bradstreet Corporation and
Subsidiaries (the "PUP")) otherwise payable under the PUP had the Eligible
Employee remained employed through the end of the applicable "Award Period" (as
defined in the PUP) in the event the Eligible Employee was employed by a
Participating Company for at least half the applicable Award Period. In such
event, cash payments shall be made to an Eligible Employee in amounts equal to
the value of the Units, as earned, otherwise payable under the PUP had the
employee remained employed through the end of the applicable Award Period
multiplied by a fraction the numerator of which is the number of full months of
employment with a Participating Company from the beginning of the Award Period
to termination of employment, and the denominator of which is the number of full
months in the Award Period. Such payments shall be made at the times the Units
in respect of which such payments are made would otherwise be payable under the
PUP had employment not terminated. Notwithstanding the foregoing, no amount
shall be paid under this paragraph in the event the Eligible Employee incurred
an Eligible Termination by reason of unsatisfactory performance. Nothing
contained herein shall reduce any amounts otherwise required to be paid under
the PUP except to the extent such amounts are paid hereunder.

            5.    Death

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

            6.    Other Benefits

            The Eligible Employee shall be entitled to such executive
outplacement services during the Salary Continuation Period as shall be provided
by the Company. 


                                      -2-

<PAGE>   16
During the Salary continuation period, financial planning/counseling shall be
afforded to the Eligible Employee to the same extent afforded immediately prior
to termination of employment in the event the Eligible Employee incurred an
Eligible Termination other than by reason of unsatisfactory performance.

            7.    No Further Grants, Etc.

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


                                      -3-




<PAGE>   1
                                                                   Exhibit 10.34

                        THE DUN & BRADSTREET CORPORATION
                      COVERED EMPLOYEE CASH INCENTIVE PLAN

1.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to advance the interests of the
Company and its stockholders by providing incentives in the form of periodic
cash bonus awards to certain management employees of the Company and its
Affiliates, thereby motivating such employees to attain performance goals
articulated under the Plan.

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)      Affiliate: With respect to the Company, any entity directly or
                  indirectly controlling, controlled by , or under common
                  control with, the Company or any other entity designated by
                  the Board in which the Company or an Affiliate has an
                  interest.

         (c)      Award: A periodic cash bonus award granted pursuant to the
                  Plan.

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

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

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

                  (i) any "Person" as such term is used in Section 13(d) and
                  14(d) of the Act (other than the
 Company, any trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any company owned, directly or indirectly, by
                  the stockholders of the Company in substantially the same
                  proportions as their ownership of stock of the Company),
                  becomes the Beneficial Owner, 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 Effective Date), individuals who at
                  the beginning of such period constitute the Board, and any new
                  director (other than (A) a director nominated by a Person who
                  has entered into an agreement with the Company to effect a
                  transaction described in Sections 2(e)(i), (iii) or (iv) of
                  the Plan, (B) 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 (C) 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

<PAGE>   2
                                                                               2


                  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;

                  (iii) the stockholders of the Company approve a merger or
                  consolidation of the Company with any other corporation, other
                  than a merger or consolidation (A) 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 (B) after which no Person would hold 20% or
                  more of the combined voting power of the then outstanding
                  securities of the Company or such surviving entity; or

                  (iv) 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.

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

         (h)      Committee: The Compensation and Benefits Committee of the
                  Board, or any successor thereto or any other committee
                  designated by the Board to assume the obligations of the
                  Committee hereunder.

         (i)      Company: The Dun & Bradstreet Corporation.

         (j)      Covered Employee: An employee who is, or who is anticipated to
                  become, a covered employee, as such term is defined in Section
                  162(m) of the Code (or any successor section thereto).

         (k)      Effective Date: The date on which the Plan takes effect, as
                  defined pursuant to Section 13 of the Plan.

         (l)      Participant: A Covered Employee of the Company or any of its
                  Affiliates who is selected by the Committee to participate in
                  the Plan pursuant to Section 4 of the Plan.

         (m)      Performance Period: The calendar year or any other period that
                  the Committee, in its sole discretion, may determine.

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

         (o)      Plan: The Dun & Bradstreet Corporation Covered Employee Cash
                  Incentive Plan.

<PAGE>   3
                                                                               3



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

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

3.       ADMINISTRATION

                  The Plan shall be administered by the Committee or such other
persons designated by the Board. The Committee may delegate its duties and
powers in whole or in part to any subcommittee thereof consisting solely of at
least two-individuals who are each "non-employee directors" within the meaning
of Rule 16b-3 of the Act (or any successor rule thereto) and "outside directors"
within the meaning of Section 162(m) of the Code (or any successor section
thereto). The Committee shall have the authority to select the Covered Employees
to be granted Awards under the Plan, to determine the size and terms of an Award
(subject to the limitations imposed on Awards in Section 5 below), to modify the
terms of any Award that has been granted (except for any modification that would
increase the amount of the Award), to determine the time when Awards will be
made and the Performance Period to which they relate, to establish performance
objectives in respect of such Performance Periods and to certify that such
performance objectives were attained; provided, however, that any such action
shall be consistent with the applicable provisions of Section 162(m) of the
Code. The Committee 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; provided, however, that any action permitted to be taken by the
Committee may be taken by the Board, in its discretion. The Committee may
correct any defect or omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee 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. Determinations made
by the Committee under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated. The
Committee shall have the right to deduct from any payment made under the Plan
any federal, state, local or foreign income or other taxes required by law to be
withheld with respect to such payment. To the extent consistent with the
applicable provisions of Sections 162(m) of the Code, the Committee may delegate
to one or more employees of the Company or any of its Subsidiaries the authority
to take actions on its behalf pursuant to the Plan.

4.       ELIGIBILITY AND PARTICIPATION

                  The Committee shall designate those persons who shall be
Participants for each Performance Period. Participants shall be selected from
among the Covered Employees of the Company and any of its Subsidiaries who are
in a position to have a material impact on the results of the operations of the
Company or of one or more of its Subsidiaries.

5.       AWARDS

         (a) Performance Goals. A Participant's Award shall be determined based
on the attainment of written performance goals approved by the Committee for a
Performance Period established by the Committee (i) while the outcome for the
Performance Period is substantially

<PAGE>   4
                                                                               4


uncertain and (ii) no more than 90 days after the commencement of the
Performance Period to which the performance goal relates or, if less than 90
days, the number of days which is equal to 25 percent of the relevant
Performance Period. The performance goals, which must be objective, shall be
based upon one or more or the following criteria: (i) earnings before or after
taxes (including earnings before interest, taxes, depreciation and
amortization); (ii) net income; (iii) operating income; (iv) earnings per Share;
(v) book value per Share; (vi) return on stockholders' equity; (vii) expense
management (viii) return on investment before or after the cost of capital; (iv)
improvements in capital structure; (x) profitability of an identifiable business
unit or product; (xi) maintenance or improvement of profit margins (xii) stock
price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash
flow; (xvii) working capital; (xviii) changes in net assets (whether or not
multiplied by a constant percentage intended to represent the cost of capital)
and (xix) return on assets. The foregoing criteria may relate to the Company,
one or more of its Subsidiaries or one or more of its divisions, units,
partnerships, joint ventures or minority investments, product lines or products
or any combination of the foregoing, and may be applied on an absolute basis
and/or be relative to one or more peer group companies of indices, or any
combination thereof, all as the Committee shall determine. In addition, to the
degree consistent with Section 162(m) of the Code (or any successor section
thereto), the performance goals may be calculated without regard to
extraordinary items or accounting changes. The maximum amount of an Award to any
Participant with respect to a fiscal year of the Company shall be $3,000,000.

         (b) Payment. The Committee shall determine whether, with respect to a
Performance Period, the applicable performance goals have been met with respect
to a given Participant and, if they have, to so certify and ascertain the amount
of the applicable Award. No Awards will be paid for such Performance Period
until such certification is made by the Committee. The amount of the Award
actually paid to a given Participant may be less than the amount determined by
the applicable performance goal formula (including zero), at the discretion of
the Committee. The amount of the Award determined by the Committee for a
Performance Period shall be paid to the Participant at such time as determined
by the Committee in its sole discretion after the end of such Performance
Period.

         (c) Compliance with Section 162(m) of the Code. The provisions of this
Section 5 shall be administered and interpreted in accordance with Section
162(m) of the Code to ensure the deductibility by the Company or its
Subsidiaries of the payment of Awards; provided, however, that the Committee
may, in its sole discretion, administer the Plan in violation of Section 162(m)
of the Code.

         (d) Termination of Employment. If a Participant dies, retires, is
assigned to a different position, is granted a leave of absence, or if the
Participant's employment is otherwise terminated (except with cause by the
Company, as determined by the Committee in its sole discretion) during a
Performance Period (other than a Performance Period in which a Change in Control
occurs), a pro rata share of the Participant's award based on the period of
actual participation shall be paid to the Participant after the end of the
Performance Period if it would have become earned and payable had the
Participant's employment status not changed; provided, however, that the amount
of the Award actually paid to a given Participant may be less than the amount
determined by the applicable performance goal formula (including zero), at the
discretion of the Committee.

<PAGE>   5
                                                                               5

6.       AMENDMENTS OR TERMINATION

                  The Board or the Committee may amend, alter or discontinue the
Plan, but no amendment, alteration or discontinuation shall be made which would
diminish any of the rights under any Award theretofore granted to a Participant
under the Plan without such Participant's consent; provided, however, that the
Board of the Committee 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. Notwithstanding anything to the contrary herein, the Board or
the Committee may not amend, alter or discontinue the provisions relating to
Section 10(b) of the Plan after the occurrence of a Change in Control.

7.       NO RIGHT TO EMPLOYMENT

                  Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant or other person any right to continue to be
employed by or perform services for the Company or any Subsidiary, and the right
to terminate the employment of or performance of services by any Participant at
any time and for any reason is specifically reserved to the Company and its
Subsidiaries.

8.       NONTRANSFERABILITY OF AWARDS

                  An award shall not be transferable or assignable by the
Participant otherwise than by will or by the laws of descent and distribution.

9.       REDUCTION OF AWARDS

                  Notwithstanding anything to the contrary herein, the
Committee, in its sole discretion (but subject to applicable law), may reduce
any amounts payable to any Participant hereunder in order to satisfy any
liabilities owed to the Company or any of its Subsidiaries by the Participant.

10.      ADJUSTMENTS UPON CERTAIN EVENTS

         (a) Generally. In the event of any change in the outstanding Shares 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 similar transaction to the foregoing, the Committee 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 any affected terms of
outstanding Awards.

         (b) Change in Control. In the event that (i) a Participant's employment
is actually or constructively terminated during a given Performance Period (the
"Affected Performance Period") and (ii) a Change in Control shall have occurred
within the 365 days immediately preceding the date of such termination, then
such Participant shall receive, promptly after the date of such termination, an
Award for the Affected Performance Period as if the performance goals for such
Performance Period had been achieved at 100%.

<PAGE>   6
                                                                               6

11.      MISCELLANEOUS PROVISIONS

                  The Company is the sponsor and legal obligor under the Plan
and shall make all payments hereunder, other than any payments to be made by any
of the Subsidiaries (in which case payment shall be made by such Subsidiary, as
appropriate). The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to ensure the payment
of any amounts under the Plan, and the Participants' rights to the payment
hereunder shall be no greater than the rights of the Company's (or Subsidiary's)
unsecured creditors. All expenses involved in administering the Plan shall be
borne by the Company.

12.      CHOICE OF LAW

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

13.      EFFECTIVENESS OF THE PLAN

                  The Plan shall be effective as of October 18, 2000.




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               SEP-30-2000
<CASH>                                          39,410
<SECURITIES>                                         0
<RECEIVABLES>                                  348,573
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               102,900
<PP&E>                                         581,450
<DEPRECIATION>                                 365,380
<TOTAL-ASSETS>                               1,406,553
<CURRENT-LIABILITIES>                          692,679
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