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Tax Allocation Agreement - MOODYS CORP /DE/ - 8-14-1998

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Tax Allocation Agreement - MOODYS CORP /DE/ - 8-14-1998 Powered By Docstoc
					Exhibit 10.2 TAX ALLOCATION AGREEMENT This TAX ALLOCATION AGREEMENT is dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B") (collectively, the "Parties"). WHEREAS, as of the date hereof, the Corporation is the common parent of an affiliated group of domestic corporations within the meaning of Section 1504(a) of the Code, including Dun & Bradstreet, Inc. ("D&B Opco Inc."), Dun & Bradstreet International, Ltd. ("D&B International"), Moody's Investors Service, Inc. ("Moody's"), The Reuben H. Donnelley Corporation ("RHD"), and others, and the members of the affiliated group have heretofore joined in filing consolidated federal income tax returns; WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of the Corporation (the "D&B Common Stock") to take certain steps to reorganize the Corporation's Subsidiaries (as defined herein) and businesses and to distribute to the holders of D&B Common Stock all the outstanding shares of common stock of New D&B (the "New D&B Common Shares"), together with associated Rights; WHEREAS, as a result of the Reorganization (as defined herein) and Distribution (as defined herein), New D&B, D&B Opco Inc., D&B International, Moody's, and others, will not be included in the consolidated federal income tax return of the Corporation for the portion of the year following the Distribution or in future years; WHEREAS, the Parties desire to allocate the tax burdens and benefits of transactions which occurred on or prior to the Distribution Date and to provide for certain other tax matters, including the assignment of responsibility for the preparation and filing of tax returns, the payment of taxes, and the prosecution and defense of any tax controversies; NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS SECTION 1.1. General. Capitalized terms used in this Agreement and not defined herein shall have the meanings that such terms have in the Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings: (a) "Agreement" shall mean this Tax Allocation Agreement.

2 (b) "Ancillary Agreements" shall mean all of the written agreements, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Distribution Agreement, the Conveyancing and Assumption Instruments, the Employee Benefits Agreement, the Shared Transaction Services Agreement, the Transition Services Agreement, the Amended and Restated Transition Services Agreement, the Data Services Agreement and the Intellectual Property Agreement. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, including any successor legislation. (d) "Consolidated Return" shall mean the consolidated federal income tax return of the Corporation for the period commencing on January 1, 1998, and including the members of the New D&B Group through the Distribution

2 (b) "Ancillary Agreements" shall mean all of the written agreements, instruments, assignments or other arrangements (other than this Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Distribution Agreement, the Conveyancing and Assumption Instruments, the Employee Benefits Agreement, the Shared Transaction Services Agreement, the Transition Services Agreement, the Amended and Restated Transition Services Agreement, the Data Services Agreement and the Intellectual Property Agreement. (c) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, including any successor legislation. (d) "Consolidated Return" shall mean the consolidated federal income tax return of the Corporation for the period commencing on January 1, 1998, and including the members of the New D&B Group through the Distribution Date. (e) "Controlled Entity" shall mean any corporation, partnership or other entity of which another entity (i) owns, directly or indirectly, ownership interests sufficient to elect a majority of the Board of Directors (or persons performing similar functions) (irrespective of whether at the time any other class or classes of ownership interests of such corporation, partnership or other entity shall or might have such voting power upon the occurrence of any contingency) or (ii) is a general partner or an entity performing similar functions (e.g., a trustee). (f) "Deferred Compensation Deduction" shall mean a deduction with respect to deferred compensation payments and/or the exercise of stock options in the Corporation by any former employee of the Pre-Distribution D&B Group if such deduction is disallowed for a member of the New D&B Group and may be claimed by any member of the RHD Group. (g) "Distribution" shall mean the distribution on the Distribution Date to holders of record of shares of D&B Common Stock as of the Distribution Record Date of the New D&B Common Shares owned by the Corporation on the basis of one New D&B Common Share for each outstanding share of D&B Common Stock. (h) "Distribution Agreement" shall mean the agreement between the Corporation and New D&B, dated as of June 30, 1998, to, among other things, allocate certain assets and allocate and assign responsibility for certain liabilities of the Corporation and its current and former Subsidiaries. (i) "Distribution Date" shall mean June 30, 1998. (j) "Distribution Record Date" shall mean such date as may be determined by the Corporation's Board of Directors as the record date for the Distribution.

3 (k) "Final Determination" shall mean the final resolution of liability for any Tax for any taxable period, including any related interest or penalties, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreement under the laws of other jurisdictions which resolves the entire Tax liability for any taxable period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations. (l) "Governmental Authority" shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. (m) "Income Tax Return" shall mean any Tax Return relating to Income Taxes. (n) "Income Taxes" shall mean any federal, state or local Taxes determined by reference to income, net worth,

3 (k) "Final Determination" shall mean the final resolution of liability for any Tax for any taxable period, including any related interest or penalties, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreement under the laws of other jurisdictions which resolves the entire Tax liability for any taxable period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations. (l) "Governmental Authority" shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. (m) "Income Tax Return" shall mean any Tax Return relating to Income Taxes. (n) "Income Taxes" shall mean any federal, state or local Taxes determined by reference to income, net worth, gross receipts or capital or any federal, state or local Taxes imposed in lieu of income Taxes. (o) "Indemnifying Party" shall have the meaning as defined in Section 3.5. (p) "Indemnitee" shall have the meaning as defined in Section 3.5. (q) "IRS" shall mean the Internal Revenue Service. (r) "New D&B Group" shall mean New D&B, New D&B Opco Inc., D&B International, Moody's and each corporation, partnership, limited liability company, or other entity (other than any member of the RHD Group) that is a Subsidiary of the Corporation immediately prior to the Distribution. (s) "New D&B Opco Inc." shall mean a newly formed Delaware corporation and wholly owned subsidiary of New D&B created to hold the assets and liabilities related to, and to operate, the business of supplying business, commercial-credit and business-marketing information services and receivables management services. (t) "Nonperforming Party" shall have the meaning as defined in Section 5.2. (u) "Other Taxes" shall mean any federal, state or local Taxes other than Income Taxes. (v) "Person" shall mean any natural person,

4 corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. (w) "Pre-Distribution D&B Group" shall mean the Corporation and all of its Subsidiaries (direct and indirect, domestic and foreign) at any time prior to the Distribution. (x) "Reorganization" shall mean the series of contributions and distributions of Controlled Entities and assets, transfers and assumptions of liabilities, and other transactions whereby the New D&B Group and the RHD Group are formed and all Controlled Entities of the Corporation prior to the Distribution (other than New D&B and the members of the RHD Group) are placed under the control of New D&B in preparation for the Distribution. (y) "Reorganization Tax Payment" shall mean the payment of any Tax for which New D&B is liable pursuant to Section 3.3 of this Agreement and the imposition and/or payment of which will permit the other Party or any of its

4 corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. (w) "Pre-Distribution D&B Group" shall mean the Corporation and all of its Subsidiaries (direct and indirect, domestic and foreign) at any time prior to the Distribution. (x) "Reorganization" shall mean the series of contributions and distributions of Controlled Entities and assets, transfers and assumptions of liabilities, and other transactions whereby the New D&B Group and the RHD Group are formed and all Controlled Entities of the Corporation prior to the Distribution (other than New D&B and the members of the RHD Group) are placed under the control of New D&B in preparation for the Distribution. (y) "Reorganization Tax Payment" shall mean the payment of any Tax for which New D&B is liable pursuant to Section 3.3 of this Agreement and the imposition and/or payment of which will permit the other Party or any of its Subsidiaries to increase deductions, losses or Tax credits or decrease income, gains or recapture of Tax credits for any taxable period or periods beginning after or including but not ending on the Distribution Date. (z) "RHD Group" shall mean the Corporation, RHD and each corporation, partnership, limited liability company or other entity contemplated to remain or become a Subsidiary of the Corporation after the Distribution. (aa) "Separate Company State or Local Income Tax Return" shall mean any state or local Income Tax Return initially filed on a separate basis (whether or not it is subsequently determined that such Income Tax Return should have been filed on a combined basis). (ab) "Subsidiary" shall mean any entity of which another entity's ownership satisfies the 80-percent voting and value test defined in Section 1504(a)(2) of the Code, whether directly or indirectly. (ac) "Tax" or "Taxes" whether used in the form of a noun or adjective, shall mean taxes on or measured by income, capital, net worth, franchise, gross receipts, sales, use, excise, payroll, personal property, real property, ad-valorem, value-added, leasing, leasing use or other taxes, levies, imposts, duties, charges or withholdings of any nature. Whenever the term "Tax" or "Taxes" is used (including, without limitation, regarding any duty to reimburse another Party for indemnified taxes or refunds or credits of taxes) it shall include penalties, fines, additions to tax and interest thereon. (ad) "Tax Benefit" shall mean the sum of the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation or group of affiliated

5 corporations to an applicable taxing authority is reduced (including, without limitation, by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest from such government or jurisdiction relating to such Tax liability. (ae) "Tax Detriment" shall mean the sum of the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation or group of affiliated corporations to an applicable taxing authority is increased plus any interest or penalties due to such government or jurisdiction relating to such Tax liability. (af) "Tax Item" shall mean any item of income, capital gain, net operating loss, capital loss, deduction, credit or other Tax attribute relevant to the calculation of a Tax liability. (ag) "Tax Returns" shall mean all reports or returns (including information returns) required to be filed or that may be filed for any period with any taxing authority (whether domestic or foreign) in connection with any Tax or Taxes (whether domestic or foreign).

5 corporations to an applicable taxing authority is reduced (including, without limitation, by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest from such government or jurisdiction relating to such Tax liability. (ae) "Tax Detriment" shall mean the sum of the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation or group of affiliated corporations to an applicable taxing authority is increased plus any interest or penalties due to such government or jurisdiction relating to such Tax liability. (af) "Tax Item" shall mean any item of income, capital gain, net operating loss, capital loss, deduction, credit or other Tax attribute relevant to the calculation of a Tax liability. (ag) "Tax Returns" shall mean all reports or returns (including information returns) required to be filed or that may be filed for any period with any taxing authority (whether domestic or foreign) in connection with any Tax or Taxes (whether domestic or foreign). (ah) "Timing Adjustment" shall mean any adjustment which (x) decreases deductions, losses or credits or increases income (including any increases in income where no income was previously reported), gains or recapture of Tax credits for the period in question, and for which either Party is liable pursuant to this Agreement, and (y) will permit an increase in deductions, losses or Tax credits or a decrease in income, gains or recapture of Tax credits for another taxable period, and with respect to which the other Party benefits. SECTION 1.2. References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. The words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, such Agreement. Unless the context otherwise requires, the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. ARTICLE II. PREPARATION AND FILING OF TAX RETURNS SECTION 2.1. Predistribution Tax Returns. (a) All federal Income Tax Returns of the Pre-

6 Distribution D&B Group that are required to be filed for periods beginning before the Distribution Date shall be prepared by New D&B and filed by the Corporation. (b) All combined state and local Income Tax Returns of the Pre-Distribution D&B Group that may be or are required to be filed for periods beginning before the Distribution Date shall be prepared by New D&B and filed by the Corporation. (c) In the case of Tax Returns for foreign, non-combined state and local Income Taxes and Other Taxes of any member of the Pre-Distribution D&B Group that may be or are required to be filed for any period beginning before the Distribution Date, New D&B shall prepare and file such Tax Returns (or shall cause such Tax Returns to be prepared and filed) if they relate to a member of the New D&B Group and the Corporation shall prepare and file such Tax Returns (or shall cause such Tax Returns to be prepared and filed) if they relate to a member of the RHD Group. (d) In the case of any partnership in which a member of the Pre-Distribution D&B Group is the designated tax matters partner, the Corporation or New D&B, as the case may be, shall cause such entity to prepare and file

6 Distribution D&B Group that are required to be filed for periods beginning before the Distribution Date shall be prepared by New D&B and filed by the Corporation. (b) All combined state and local Income Tax Returns of the Pre-Distribution D&B Group that may be or are required to be filed for periods beginning before the Distribution Date shall be prepared by New D&B and filed by the Corporation. (c) In the case of Tax Returns for foreign, non-combined state and local Income Taxes and Other Taxes of any member of the Pre-Distribution D&B Group that may be or are required to be filed for any period beginning before the Distribution Date, New D&B shall prepare and file such Tax Returns (or shall cause such Tax Returns to be prepared and filed) if they relate to a member of the New D&B Group and the Corporation shall prepare and file such Tax Returns (or shall cause such Tax Returns to be prepared and filed) if they relate to a member of the RHD Group. (d) In the case of any partnership in which a member of the Pre-Distribution D&B Group is the designated tax matters partner, the Corporation or New D&B, as the case may be, shall cause such entity to prepare and file such partnership's Tax Returns for all periods beginning prior to the Distribution Date. SECTION 2.2. Post-Distribution Tax Returns. (a) The filing of all Tax Returns for periods beginning on or after the Distribution Date shall be the responsibility of the Corporation if they relate to any member of the RHD Group and shall be the responsibility of New D&B if they relate to any member of the New D&B Group. (b) In the case of any partnership in which a member of the Pre-Distribution D&B Group is the designated tax matters partner, the Corporation or New D&B, as the case may be, shall cause such entity to continue to prepare and file such partnership's Tax Returns. SECTION 2.3. Manner of Preparation. (a) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the last day on which any member of the New D&B Group was included in the Pre-Distribution D&B Group is the Distribution Date. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution D&B Group and any group of such members shall be treated as ending on the Distribution Date. (b) In the case of federal Income Tax Returns and combined state and local Income Tax Returns, the Corporation shall prepare, in a manner consistent with prior practice, a tax

7 package for each member of the RHD Group included in the relevant Tax Return and shall provide such tax package to New D&B at least 90 days prior to the due date (including extensions) of the Tax Return. New D&B shall submit any part of the Tax Return that relates to a member of the RHD Group to the Corporation at least 30 days prior to the date on which such Tax Return is due (including extensions). The Corporation shall submit its comments to New D&B within 10 days of receipt of the relevant portions of such Tax Return. New D&B shall not be required to alter the Tax Return to reflect such comments unless the Corporation receives an opinion of tax counsel, which counsel shall be reasonably acceptable to New D&B, to the effect that failure to make such alteration would create a significant risk of the imposition of a penalty on the Corporation or any other member of the RHD Group. (c) With regard to Tax Returns to be prepared and filed by the Corporation or any other member of the RHD Group with respect to which New D&B has liability under section 3.1 hereof, the Corporation shall submit such Tax Return to New D&B at least 30 days prior to the date on which such Tax Return is due (including extensions). New D&B shall submit its comments to the Corporation within 10 days of receipt of such Tax

7 package for each member of the RHD Group included in the relevant Tax Return and shall provide such tax package to New D&B at least 90 days prior to the due date (including extensions) of the Tax Return. New D&B shall submit any part of the Tax Return that relates to a member of the RHD Group to the Corporation at least 30 days prior to the date on which such Tax Return is due (including extensions). The Corporation shall submit its comments to New D&B within 10 days of receipt of the relevant portions of such Tax Return. New D&B shall not be required to alter the Tax Return to reflect such comments unless the Corporation receives an opinion of tax counsel, which counsel shall be reasonably acceptable to New D&B, to the effect that failure to make such alteration would create a significant risk of the imposition of a penalty on the Corporation or any other member of the RHD Group. (c) With regard to Tax Returns to be prepared and filed by the Corporation or any other member of the RHD Group with respect to which New D&B has liability under section 3.1 hereof, the Corporation shall submit such Tax Return to New D&B at least 30 days prior to the date on which such Tax Return is due (including extensions). New D&B shall submit its comments to the Corporation within 10 days of receipt of such Tax Return. The Corporation shall alter the Tax Return to reflect the comments of New D&B unless the Corporation receives an opinion of tax counsel, which counsel shall be reasonably acceptable to New D&B, to the effect that such alteration would create a significant risk of the imposition of a penalty on the Corporation or any other member of the RHD Group. (d) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on either Party, all Tax Returns filed after the date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. In the event of a deviation from such past practices by the Corporation, the Corporation shall not be in breach of this agreement, but, notwithstanding Article III, New D&B shall have no liability for any Taxes resulting from such deviation and the Corporation shall hold New D&B harmless from any such increased tax liability; provided, however, either Party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed (subject to Section 3.1), in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party filing

8 such Tax Return notifies the other Party; and (ii) the Party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. ARTICLE III. PAYMENT OF TAXES SECTION 3.1. Predistribution Taxes. (a) New D&B shall be liable for and shall pay all federal, state, local and foreign Income Taxes (or receive all refunds) for all members of the Pre-Distribution D&B Group for all periods ending on or prior to the Distribution Date, including Taxes arising as a result of an audit adjustment; provided, however, that in the case of any Separate Company State or Local Income Tax Return, the RHD Group and the New D&B Group shall be liable for and shall pay their own liabilities (or receive their own refunds) arising from any audit adjustment (including any state or local audit adjustment resulting from a federal audit adjustment). (b) The RHD Group and the New D&B Group shall be responsible for their own Other Taxes for all periods. (c) Straddle Periods (i) In the case of any tax period including but ending after the Distribution Date, New D&B shall be liable for and

8 such Tax Return notifies the other Party; and (ii) the Party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. ARTICLE III. PAYMENT OF TAXES SECTION 3.1. Predistribution Taxes. (a) New D&B shall be liable for and shall pay all federal, state, local and foreign Income Taxes (or receive all refunds) for all members of the Pre-Distribution D&B Group for all periods ending on or prior to the Distribution Date, including Taxes arising as a result of an audit adjustment; provided, however, that in the case of any Separate Company State or Local Income Tax Return, the RHD Group and the New D&B Group shall be liable for and shall pay their own liabilities (or receive their own refunds) arising from any audit adjustment (including any state or local audit adjustment resulting from a federal audit adjustment). (b) The RHD Group and the New D&B Group shall be responsible for their own Other Taxes for all periods. (c) Straddle Periods (i) In the case of any tax period including but ending after the Distribution Date, New D&B shall be liable for and shall pay all Income Taxes (or receive all refunds) of all members of the Pre-Distribution D&B Group attributable to the period up to the Distribution Date (any such Income Taxes, "Pre-Distribution Income Taxes"). The RHD Group and the New D&B Group shall be responsible for their own Tax liabilities (or be entitled to their own refunds) attributable to the portion of the tax period after the Distribution Date. Such apportionment will be done on a closing of the books basis, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis. (ii) The amount of Pre-Distribution Income Taxes payable by New D&B pursuant to Section 3.1(c)(i) above shall be reduced by the amount of any estimated Income Taxes paid by the Pre-Distribution D&B Group (or any member thereof) prior to the Distribution Date. If the amount of any such estimated Income Tax payments exceeds the amount of Pre-Distribution Income Taxes, RHD shall pay New D&B the amount of such excess. SECTION 3.2. Post-Distribution Taxes. Unless otherwise provided in this Agreement: (a) New D&B shall pay all Taxes and shall be entitled to receive and retain all refunds of Taxes with respect to tax periods beginning on or after the Distribution Date that are attributable to the New D&B Group or any member thereof; and (b) The Corporation shall pay all Taxes and shall be

9 entitled to receive and retain all refunds of Taxes with respect to tax periods beginning on or after the Distribution Date that are attributable to the RHD Group or any member thereof. SECTION 3.3. Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganization, then any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of New D&B; provided, however, that to the extent specific cash allocations for such Taxes are made in connection with the Distribution, New D&B shall be relieved of its liability for such Taxes. SECTION 3.4. Gain Recognition Agreements. New D&B shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions between members of the Pre-Distribution D&B Group occurring before the Distribution Date and shall deliver such documentation to the Corporation. The Corporation shall be obligated to file such documentation with the appropriate Tax Returns.

9 entitled to receive and retain all refunds of Taxes with respect to tax periods beginning on or after the Distribution Date that are attributable to the RHD Group or any member thereof. SECTION 3.3. Restructuring Taxes. Notwithstanding any statement to the contrary in this Agreement and except as otherwise provided in the Distribution Agreement, to the extent that any Taxes are found to arise out of the Reorganization, then any such Tax liability incurred by the Parties (or any of their Subsidiaries) shall be the responsibility of New D&B; provided, however, that to the extent specific cash allocations for such Taxes are made in connection with the Distribution, New D&B shall be relieved of its liability for such Taxes. SECTION 3.4. Gain Recognition Agreements. New D&B shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions between members of the Pre-Distribution D&B Group occurring before the Distribution Date and shall deliver such documentation to the Corporation. The Corporation shall be obligated to file such documentation with the appropriate Tax Returns. SECTION 3.5. Indemnification. (a) Indemnification by New D&B. New D&B shall indemnify, defend and hold harmless the Corporation and RHD (and their respective affiliates) from and against any and all Tax liabilities allocated to New D&B by this Agreement. (b) Indemnification by the Corporation. The Corporation shall indemnify, defend and hold harmless New D&B, New D&B, Inc. and Moody's (and their respective affiliates) from and against any and all Tax liabilities allocated to the Corporation by this Agreement. (c) Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Indemnitee shall provide the Indemnifying Party with its calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Indemnifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 30 business days prior to the due date (including extensions) of the relevant Tax Returns and 14 business days after the Indemnifying Party receives the Indemnitee's calculations, the amount that the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5 unless the Indemnifying Party disagrees with the Indemnitee's calculations (in which case any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement).

10 (ii) All indemnity payments shall be calculated on an after-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution. ARTICLE IV. TAX ATTRIBUTES, TIMING ADJUSTMENTS AND REORGANIZATION TAX PAYMENTS SECTION 4.1. Carrybacks. In the event any net operating loss, capital loss or credit of the Corporation for any taxable period ending on or after the Distribution Date is eligible to be carried back to a taxable period beginning prior to the Distribution Date (any such amount, an "Eligible Amount"), the Corporation may, to the extent permitted under applicable Tax law, elect not to carry back such Eligible Amount. To the extent any Eligible Amount is carried back and used by the Corporation for a taxable period beginning prior to the Distribution Date, the Corporation shall be obligated to pay any refund that it receives to New D&B; provided, that in the case of any taxable period including but ending after the Distribution Date, the Corporation shall not be obligated to pay any such refund to New D&B to the extent the refund is attributable to the portion of the taxable period after the Distribution Date (determined in accordance with the principles of Section 3.1(c)). Upon request by New D&B, the Corporation shall, within 90 days of such request, deliver an officer's certificate to New D&B stating whether or not the Corporation has any Eligible Amount.

10 (ii) All indemnity payments shall be calculated on an after-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution. ARTICLE IV. TAX ATTRIBUTES, TIMING ADJUSTMENTS AND REORGANIZATION TAX PAYMENTS SECTION 4.1. Carrybacks. In the event any net operating loss, capital loss or credit of the Corporation for any taxable period ending on or after the Distribution Date is eligible to be carried back to a taxable period beginning prior to the Distribution Date (any such amount, an "Eligible Amount"), the Corporation may, to the extent permitted under applicable Tax law, elect not to carry back such Eligible Amount. To the extent any Eligible Amount is carried back and used by the Corporation for a taxable period beginning prior to the Distribution Date, the Corporation shall be obligated to pay any refund that it receives to New D&B; provided, that in the case of any taxable period including but ending after the Distribution Date, the Corporation shall not be obligated to pay any such refund to New D&B to the extent the refund is attributable to the portion of the taxable period after the Distribution Date (determined in accordance with the principles of Section 3.1(c)). Upon request by New D&B, the Corporation shall, within 90 days of such request, deliver an officer's certificate to New D&B stating whether or not the Corporation has any Eligible Amount. SECTION 4.2. Timing Adjustments, Reorganization Tax Payments, and Deferred Compensation Deductions. (a) If an audit or other examination of any federal, state or local Tax Return (other than a Separate Company State or Local Income Tax Return with respect to which the RHD Group is liable for audit adjustments pursuant to Section 3.1(a)) (x) for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment in favor of the RHD Group or any member thereof, or (y) for any taxable period shall result (by settlement or otherwise) in a Deferred Compensation Deduction in favor of the RHD Group or any member thereof, or if any Reorganization Tax Payment in favor of the RHD Group or any member thereof is made by New D&B, then: (i) The Corporation shall pay New D&B the amount of any Tax Benefit that results from such Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction within 30 business days of the date such Tax Benefits are realized; and (ii) Notwithstanding the foregoing, the Corporation shall only be required to take steps to obtain such Tax Benefit or to pay New D&B if, in the opinion of the Corporation's tax counsel, which counsel shall be reasonably acceptable to New D&B, the reporting of such Tax Benefit shall not expose the Corporation to the imposition of a penalty.

11 (b) If an audit or other examination of any federal, state or local Tax Return for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment to the Tax Detriment of the RHD Group or any member thereof after the Distribution Date, then New D&B shall pay the Corporation the lesser of (i) the amount of any such Tax Detriment and (ii) the actual Tax Benefit to New D&B that results from such Timing Adjustment. (c) Realization of Tax Benefits. (i) For purposes of this Section 4.3, a Tax Benefit shall be deemed to have been realized at the time any refund of Taxes is received or applied against other Taxes due, or at the time of filing of a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction or credit is applied in reduction of Taxes which would otherwise be payable. Where a Party has other losses, deductions, credits or similar items available to it, such deductions, credits or similar items of such Party may only be applied after the use of any Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction. (ii) The Corporation may, at its election, pay the amount of any Tax Benefit to New D&B rather than filing

11 (b) If an audit or other examination of any federal, state or local Tax Return for any period beginning prior to the Distribution Date shall result (by settlement or otherwise) in a Timing Adjustment to the Tax Detriment of the RHD Group or any member thereof after the Distribution Date, then New D&B shall pay the Corporation the lesser of (i) the amount of any such Tax Detriment and (ii) the actual Tax Benefit to New D&B that results from such Timing Adjustment. (c) Realization of Tax Benefits. (i) For purposes of this Section 4.3, a Tax Benefit shall be deemed to have been realized at the time any refund of Taxes is received or applied against other Taxes due, or at the time of filing of a Tax Return (including any Tax Return relating to estimated Taxes) on which a loss, deduction or credit is applied in reduction of Taxes which would otherwise be payable. Where a Party has other losses, deductions, credits or similar items available to it, such deductions, credits or similar items of such Party may only be applied after the use of any Timing Adjustment, Reorganization Tax Payment, or Deferred Compensation Deduction. (ii) The Corporation may, at its election, pay the amount of any Tax Benefit to New D&B rather than filing amended returns or otherwise reflecting adjustments or taking positions on its Tax Returns. If such an election is made, the Corporation will be treated as having realized a Tax Benefit at the time it would have realized a Tax Benefit had it chosen to file amended returns or otherwise to reflect adjustments or to take positions on its Tax Returns. (d) Tax Benefits Subsequently Denied. If any Tax Benefit realized pursuant to Section 4.3(c)(i) is subsequently denied, then the Corporation or New D&B, as the case may be, shall refund the amount of any payment for such Tax Benefit within 30 business days of its notification that a Final Determination has been reached denying the claimed Tax Benefit. ARTICLE V. TAX AUDITS, TRANSACTIONS AND OTHER MATTERS SECTION 5.1. Tax Audits and Controversies. (a) In the case of any audit, examination or other proceeding ("Proceeding") brought against the Corporation (or a Subsidiary) with respect to Taxes for which New D&B is or may be liable pursuant to this Agreement, the Corporation shall promptly inform New D&B and shall execute or cause to be executed any powers of attorney or other documents necessary to enable New D&B to take all actions desired with respect to such Proceeding. Each Party shall have the right to control, at its own expense, the portion of any such Proceeding that relates to Taxes for which such Party is or may be liable pursuant to this Agreement; provided, however, that New D&B shall have the right to control, at its own expense, all Proceedings in respect of the

12 Consolidated Return and 1998 combined state and local Income Tax Returns. (b) The Party in control of a Proceeding or any part thereof pursuant to Section 5.1(a) above shall consult with the other Party with respect to any issue that may affect such other Party (or Subsidiary). The Party in control of such Proceeding or any part thereof shall not enter into any final settlement or closing agreement that may adversely affect the other Party (or Subsidiary) without the consent of such other Party, which consent may not unreasonably be withheld. Where consent to any final settlement or closing agreement is withheld, the Party withholding consent shall continue or initiate further proceedings, at its own expense, and the liability of the Party in control of such Proceeding shall not exceed the liability that would have resulted from the proposed closing agreement or final settlement (including interest, additions to Tax and penalties which have accrued at that time). SECTION 5.2. Cooperation. The Corporation and New D&B shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding and each shall execute and deliver such powers of attorney and other documents and make available such information and documents as are necessary to carry out the intent of this Agreement. To the extent such cooperation involves the services of officers, directors, employees, or agents of either Party, such services shall be made available in accordance with

12 Consolidated Return and 1998 combined state and local Income Tax Returns. (b) The Party in control of a Proceeding or any part thereof pursuant to Section 5.1(a) above shall consult with the other Party with respect to any issue that may affect such other Party (or Subsidiary). The Party in control of such Proceeding or any part thereof shall not enter into any final settlement or closing agreement that may adversely affect the other Party (or Subsidiary) without the consent of such other Party, which consent may not unreasonably be withheld. Where consent to any final settlement or closing agreement is withheld, the Party withholding consent shall continue or initiate further proceedings, at its own expense, and the liability of the Party in control of such Proceeding shall not exceed the liability that would have resulted from the proposed closing agreement or final settlement (including interest, additions to Tax and penalties which have accrued at that time). SECTION 5.2. Cooperation. The Corporation and New D&B shall cooperate with each other in the filing of any Tax Returns and the conduct of any audit or other proceeding and each shall execute and deliver such powers of attorney and other documents and make available such information and documents as are necessary to carry out the intent of this Agreement. To the extent such cooperation involves the services of officers, directors, employees, or agents of either Party, such services shall be made available in accordance with Section 2.9 of the Distribution Agreement. Each Party agrees to notify the other Party of any audit adjustment that does not result in Tax liability but can reasonably be expected to affect Tax Returns of the other Party or any of its Subsidiaries. Notwithstanding any other provision of this Agreement, if a Party (the "Nonperforming Party") fails to give its full cooperation and use its best efforts in the conduct of an audit or other proceeding as provided by this Section 5.2, and such failure results in the imposition of additional Taxes for the period or periods involved in the audit or other proceeding, the Nonperforming Party shall be liable in full for such additional Taxes. SECTION 5.3. Retention of Records; Access. (a) The Corporation and New D&B shall, and shall cause each of their Controlled Entities to, retain adequate records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns required to be filed by any member of the Pre-Distribution D&B Group or any combination of such members and for any audits and litigation relating to such Tax Returns or to any Taxes payable by any member of the Pre-Distribution D&B Group or any combination of such members. (b) The Corporation and New D&B shall, and shall cause each of their Controlled Entities to, give to the other Party reasonable access to (i) all records, documents, accounting data and other information (including computer data) necessary for the

13 preparation and filing of all Tax Returns required to be filed by any member of the Pre-Distribution D&B Group or any combination of such members and for any audits and litigation relating to such Tax Returns or to any Taxes payable by any member of the Pre-Distribution D&B Group or any combination of such members and (ii) its personnel and premises, for the purpose of the review or audit of such reports or returns to the extent relevant to an obligation or liability of a Party under this Agreement and in accordance with the procedures provided in Article IV of the Distribution Agreement. (c) The obligations set forth above in Sections 5.3(a) and 5.3(b) shall continue until the final conclusion of any litigation to which the records and information relate or until expiration of all applicable statutes of limitations, whichever is longer. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has knowledge that such statute of limitations has expired. (d) Notwithstanding any other provision of this Agreement, if a Party fails to comply with any of its obligations set forth in this Section 5.3 and such failure results in the imposition of additional Taxes, such nonperforming Party shall be liable in full for such additional Taxes. SECTION 5.4. Dispute Resolution. Any dispute or claim arising out of, in connection with, or in relation to the

13 preparation and filing of all Tax Returns required to be filed by any member of the Pre-Distribution D&B Group or any combination of such members and for any audits and litigation relating to such Tax Returns or to any Taxes payable by any member of the Pre-Distribution D&B Group or any combination of such members and (ii) its personnel and premises, for the purpose of the review or audit of such reports or returns to the extent relevant to an obligation or liability of a Party under this Agreement and in accordance with the procedures provided in Article IV of the Distribution Agreement. (c) The obligations set forth above in Sections 5.3(a) and 5.3(b) shall continue until the final conclusion of any litigation to which the records and information relate or until expiration of all applicable statutes of limitations, whichever is longer. For purposes of the preceding sentence, each Party shall assume that no applicable statute of limitations has expired unless such Party has received notification or otherwise has knowledge that such statute of limitations has expired. (d) Notwithstanding any other provision of this Agreement, if a Party fails to comply with any of its obligations set forth in this Section 5.3 and such failure results in the imposition of additional Taxes, such nonperforming Party shall be liable in full for such additional Taxes. SECTION 5.4. Dispute Resolution. Any dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement, shall be resolved in the manner set forth in Article VI of the Distribution Agreement. SECTION 5.5. Confidentiality; Ownership of Information; Privileged Information. The provisions of Article IV of the Distribution Agreement relating to confidentiality of information, ownership of information, privileged information and related matters shall apply with equal force to any records and information prepared and/or shared by and among the Parties in carrying out the intent of this Agreement. ARTICLE VI. MISCELLANEOUS SECTION 6.1. Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. SECTION 6.2. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by both

14 Parties. SECTION 6.3. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date. SECTION 6.4. Expenses. Except as otherwise set forth in this Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery and implementation of this Agreement shall be charged to and paid by New D&B. Except as otherwise set forth in this Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. SECTION 6.5. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which

14 Parties. SECTION 6.3. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date. SECTION 6.4. Expenses. Except as otherwise set forth in this Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery and implementation of this Agreement shall be charged to and paid by New D&B. Except as otherwise set forth in this Agreement, each Party shall bear its own costs and expenses incurred after the Distribution Date. SECTION 6.5. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, N.Y. 10577 Attn: General Counsel To New D&B: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 Attn: General Counsel SECTION 6.6. Waivers. The failure of any Party to require strict performance by the other Party of any provision in this Agreement will not waive or diminish that Party's right to demand strict performance thereafter of that or any other provision hereof. SECTION 6.7. Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by the Parties hereto. SECTION 6.8. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

15 SECTION 6.9. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. SECTION 6.10. Termination. This Agreement may be terminated, amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of the Corporation without the approval of New D&B or the stockholders of the Corporation. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties. SECTION 6.11. Controlled Entities. Each of the Parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any

15 SECTION 6.9. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. SECTION 6.10. Termination. This Agreement may be terminated, amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of the Corporation without the approval of New D&B or the stockholders of the Corporation. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the Parties. SECTION 6.11. Controlled Entities. Each of the Parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Controlled Entity of such Party or by any entity that is contemplated to be a Controlled Entity of such Party on and after the Distribution Date. SECTION 6.12. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective Subsidiaries and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. SECTION 6.13. Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. SECTION 6.14. Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. SECTION 6.15. GOVERNING LAW. THIS AGREEMENT 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. SECTION 6.16. Consent to Jurisdiction. Without limiting the provisions of Section 5.4 hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such

16 court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.16. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 6.17. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

16 court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.16. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 6.17. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ---------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ---------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.3 EMPLOYEE BENEFITS AGREEMENT This EMPLOYEE BENEFITS AGREEMENT is dated as of June 30, 1998 (the "Agreement"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"). WHEREAS, the Board of Directors of Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation (the "Corporation Common Stock") to take certain steps to reorganize Corporation's Subsidiaries (as defined herein) and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "New D&B Common Shares"); and WHEREAS, Corporation and New D&B have determined that it is necessary and desirable to allocate and assign responsibility for certain employee benefit matters in respect of such entities on and after the Effective Time

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ---------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ---------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.3 EMPLOYEE BENEFITS AGREEMENT This EMPLOYEE BENEFITS AGREEMENT is dated as of June 30, 1998 (the "Agreement"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"). WHEREAS, the Board of Directors of Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation (the "Corporation Common Stock") to take certain steps to reorganize Corporation's Subsidiaries (as defined herein) and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "New D&B Common Shares"); and WHEREAS, Corporation and New D&B have determined that it is necessary and desirable to allocate and assign responsibility for certain employee benefit matters in respect of such entities on and after the Effective Time (as defined herein). NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Corporation and New D&B agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. Capitalized terms used in this Agreement shall have the following meanings: "ACNielsen" shall mean the ACNielsen Corporation, a Delaware corporation. "Action" shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal. "Adjusted Corporation Founders' Awards" shall have the meaning set forth in Section 6.3 of this Agreement. "Affiliate" shall mean, when used with respect to a specified person, another person that controls, is controlled by, or is under common control with the person specified. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether

Exhibit 10.3 EMPLOYEE BENEFITS AGREEMENT This EMPLOYEE BENEFITS AGREEMENT is dated as of June 30, 1998 (the "Agreement"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"). WHEREAS, the Board of Directors of Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation (the "Corporation Common Stock") to take certain steps to reorganize Corporation's Subsidiaries (as defined herein) and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "New D&B Common Shares"); and WHEREAS, Corporation and New D&B have determined that it is necessary and desirable to allocate and assign responsibility for certain employee benefit matters in respect of such entities on and after the Effective Time (as defined herein). NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Corporation and New D&B agree as follows: ARTICLE I DEFINITIONS SECTION 1.1. Definitions. Capitalized terms used in this Agreement shall have the following meanings: "ACNielsen" shall mean the ACNielsen Corporation, a Delaware corporation. "Action" shall mean any action, suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency, body or commission or any arbitration tribunal. "Adjusted Corporation Founders' Awards" shall have the meaning set forth in Section 6.3 of this Agreement. "Affiliate" shall mean, when used with respect to a specified person, another person that controls, is controlled by, or is under common control with the person specified. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise. "Ameritech Common Stock" shall mean the common stock of

2 Ameritech Corporation, a Delaware corporation. "Ancillary Agreements" shall mean all of the written agreements, instruments, assignments or other written arrangements (other than this Agreement and the Distribution Agreement) entered into in connection with the transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, the Conveyancing and Assumption Instruments, the Data Services Agreements, the Intellectual Property Agreement, the Shared Transaction Services Agreements, the Tax Allocation Agreement and the Transition Services Agreement. "Assets" shall have the meaning set forth in Section 1.1(f) of the Distribution Agreement. "Board of Directors" shall mean, when used with respect to a specified corporation, the board of directors of the corporation so specified. "Business Entity" shall mean any corporation, partnership, limited liability company or other entity which may

2 Ameritech Corporation, a Delaware corporation. "Ancillary Agreements" shall mean all of the written agreements, instruments, assignments or other written arrangements (other than this Agreement and the Distribution Agreement) entered into in connection with the transactions contemplated by this Agreement and the Distribution Agreement, including, without limitation, the Conveyancing and Assumption Instruments, the Data Services Agreements, the Intellectual Property Agreement, the Shared Transaction Services Agreements, the Tax Allocation Agreement and the Transition Services Agreement. "Assets" shall have the meaning set forth in Section 1.1(f) of the Distribution Agreement. "Board of Directors" shall mean, when used with respect to a specified corporation, the board of directors of the corporation so specified. "Business Entity" shall mean any corporation, partnership, limited liability company or other entity which may legally hold title to Assets. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder, including any successor legislation. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, including any successor legislation. "Cognizant" shall mean Cognizant Corporation, a Delaware corporation. "Conveyancing and Assumption Instruments" shall mean, collectively, the various agreements, instruments and other documents heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by the Distribution Agreement, or otherwise arising out of or relating to the transactions contemplated in the Distribution Agreement. "Corporation" shall mean The Dun & Bradstreet Corporation, a Delaware corporation. "Corporation Common Stock" shall have the meaning set forth in the recitals hereto. "Corporation Employees" shall mean persons who, at any time prior to the Effective Time, were employed by Corporation or its Subsidiaries. "Corporation Founders' Award" shall have the meaning set forth in Section 6.3 of this Agreement.

3 "Corporation Group" shall mean The Dun & Bradstreet Corporation and each Business Entity that is a Subsidiary of Corporation. "Corporation Long-Term Disability Plan" shall mean The Dun & Bradstreet Long Term Disability Plan or any other long-term disability plan sponsored by Corporation or any Subsidiary of Corporation prior to the Effective Time. "Corporation SARs" shall have the meaning set forth in Section 6.2 of this Agreement. "Corporation Master Trust" shall mean the trust established in connection with the Corporation Retirement Plan and the DonTech Retirement Plan, as in effect from time to time. "Corporation Master Trust Agreement" shall mean the agreement entered into in connection with the Corporation Master Trust.

3 "Corporation Group" shall mean The Dun & Bradstreet Corporation and each Business Entity that is a Subsidiary of Corporation. "Corporation Long-Term Disability Plan" shall mean The Dun & Bradstreet Long Term Disability Plan or any other long-term disability plan sponsored by Corporation or any Subsidiary of Corporation prior to the Effective Time. "Corporation SARs" shall have the meaning set forth in Section 6.2 of this Agreement. "Corporation Master Trust" shall mean the trust established in connection with the Corporation Retirement Plan and the DonTech Retirement Plan, as in effect from time to time. "Corporation Master Trust Agreement" shall mean the agreement entered into in connection with the Corporation Master Trust. "Corporation Master Welfare Trust" shall mean the trust established in connection with the Corporation LongTerm Disability Plan, as in effect from time to time. "Corporation Master Welfare Plan Trust Agreement" shall mean the agreement entered into in connection with the Corporation Master Welfare Trust. "Corporation Nonqualified Plans" shall have the meaning as set forth in Section 4.1 of this Agreement. "Corporation Pension BEP" shall mean the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as in effect from time to time. "Corporation Pension BEP Trust" shall mean the trust established in connection with the Corporation Pension BEP, as in effect from time to time. "Corporation Performance Shares" shall have the meaning set forth in Section 6.5 of this Agreement. "Corporation Restricted Stock" shall mean restricted stock awarded under the Corporation Restricted Stock Plan. "Corporation Restricted Stock Plan" shall mean the 1989 Key Employees Restricted Stock Plan for The Dun & Bradstreet Corporation and Subsidiaries. "Corporation Retirees" shall mean persons who (i) were Corporation Employees, (ii) terminated employment from the Corporation Group prior to the Effective Time and (iii) are not New D&B Employees or RHD Employees after the Effective Time. "Corporation Retirement Plan" shall mean the Retirement Account Plan of The Dun & Bradstreet Corporation, as in effect from time to time.

4 "Corporation Savings BEP" shall mean the Profit Participation Benefit Equalization Plan of The Corporation, as in effect from time to time. "Corporation Savings Plan" shall mean the Profit Participation Plan of The Dun & Bradstreet Corporation, as in effect from time to time. "Corporation Stock Option" shall have the meaning set forth in Section 6.1 of this Agreement. "Corporation Stock Option Plan" shall mean the 1991 Key Employees Stock Option Plan for The Dun &

4 "Corporation Savings BEP" shall mean the Profit Participation Benefit Equalization Plan of The Corporation, as in effect from time to time. "Corporation Savings Plan" shall mean the Profit Participation Plan of The Dun & Bradstreet Corporation, as in effect from time to time. "Corporation Stock Option" shall have the meaning set forth in Section 6.1 of this Agreement. "Corporation Stock Option Plan" shall mean the 1991 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries. "Corporation Supplemental EBP" shall mean the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, as in effect from time to time. "Corporation Supplemental EBP Trust" shall mean the trust established in connection with the Corporation Supplemental EBP as in effect from time to time. "D&B" shall mean The Dun & Bradstreet Corporation, a Delaware corporation, prior to the distribution dated November 1, 1996. "Daily Average Trading Price" of a given stock on a given day shall mean the average of the high and low trading prices for such stock on such date on the principal exchange on which the stock trades. "Data Services Agreements" shall mean the Data Services Agreements to be entered into by Corporation and New D&B. "Distribution" shall mean the distribution on the Distribution Date to holders of record of shares of Corporation Common Stock as of the Distribution Record Date of the New D&B Common Shares owned by Corporation on the basis of one New D&B Common Share for each outstanding share of Corporation Common Stock. "Distribution Agreement" shall mean the Distribution Agreement between Corporation and New D&B, dated as of June 30, 1998. "Distribution Date" shall mean June 30, 1998. "Distribution Record Date" shall mean such date as may be determined by Corporation's Board of Directors as the record date for the Distribution. "Dividended Restricted Stock" shall have the meaning set forth in Section 6.4 of this Agreement.

5 "DonTech" shall mean the DonTech Partnership. "DonTech Bifurcated Savings Plan Employees" shall have the meaning set forth in Section 3.7(b) of this Agreement. "DonTech Employees" shall mean persons who, immediately after the Effective Time, are employed by DonTech (including persons who are absent from work by reason of layoff or leave of absence and inactive employees treated as such by agreement therewith). "DonTech Former Employees" shall mean persons who (i) were employees of DonTech, (ii) terminated employment from DonTech prior to the Effective Time and (iii) are not DonTech Retirees. "DonTech Retirees" shall mean persons who (i) were employees of DonTech and (ii) retired from DonTech prior

5 "DonTech" shall mean the DonTech Partnership. "DonTech Bifurcated Savings Plan Employees" shall have the meaning set forth in Section 3.7(b) of this Agreement. "DonTech Employees" shall mean persons who, immediately after the Effective Time, are employed by DonTech (including persons who are absent from work by reason of layoff or leave of absence and inactive employees treated as such by agreement therewith). "DonTech Former Employees" shall mean persons who (i) were employees of DonTech, (ii) terminated employment from DonTech prior to the Effective Time and (iii) are not DonTech Retirees. "DonTech Retirees" shall mean persons who (i) were employees of DonTech and (ii) retired from DonTech prior to the Effective Time and are, as of the Effective Time, eligible to receive benefits under the Corporation Retirement Plan or (iii) terminated employment from DonTech prior to the Effective Time and are receiving benefits from the Corporation Retirement Plan as of the Effective Time. "DonTech Retirement Plan" shall mean the Retirement Plan of the DonTech Corporation, as in effect from time to time. "DonTech Transferred Savings Plan Employees" shall have the meaning set forth in Section 3.7(b) of this Agreement. "Effective Time" shall mean immediately prior to the midnight, New York time, ending the 24-hour period comprising the Distribution Date. "Employee Benefit Dispute" shall include any controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement, including, without limitation, any claim based on contract, tort, statute or constitution. "Employee Benefit Litigation Liability" shall mean, with respect to a Business Entity, a Liability relating to a controversy, dispute or claim arising out of, in connection with or in relation to the interpretation, performance, nonperformance, validity or breach of an Employee Benefit Plan of such Business Entity or otherwise arising out of, or in any way related to such Employee Benefit Plan, including, without limitation, any claim based on contract, tort, statute or constitution. "Employee Benefit Plans" shall mean, with respect to a Business Entity, all "employee benefit plans" (within the meaning of Section 3(3) of ERISA), "multiemployer plans" (within the meaning of Section 3(37) of ERISA), retirement, pension, savings,

6 profit-sharing, welfare, stock purchase, stock option, equity-based, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements (including any funding mechanisms therefor), whether or not subject to ERISA, whether formal or informal, oral or written, legally binding or not, under which (i) any past, present or future employee of the Business Entity or its Subsidiaries has a right to benefits and (ii) the Business Entity or its Subsidiaries has any Liability. "Employee Benefit Records" shall mean all agreements, documents, books, records or files relating to the Employee Benefit Plans of Corporation and New D&B. "Employee Benefit Welfare Plans" shall mean, with respect to a Business Entity, all Employee Benefit Plans that are "welfare plans" within the meaning of Section 3(1) of ERISA.

6 profit-sharing, welfare, stock purchase, stock option, equity-based, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements (including any funding mechanisms therefor), whether or not subject to ERISA, whether formal or informal, oral or written, legally binding or not, under which (i) any past, present or future employee of the Business Entity or its Subsidiaries has a right to benefits and (ii) the Business Entity or its Subsidiaries has any Liability. "Employee Benefit Records" shall mean all agreements, documents, books, records or files relating to the Employee Benefit Plans of Corporation and New D&B. "Employee Benefit Welfare Plans" shall mean, with respect to a Business Entity, all Employee Benefit Plans that are "welfare plans" within the meaning of Section 3(1) of ERISA. "Employer Stock" shall mean, after the Distribution Date, New D&B Common Shares credited to the account of a New D&B Employee and RHD Common Stock credited to the account of a RHD Employee in an employer stock fund of the respective savings plan in which such employee participates, pursuant to Section 3.5. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder, including any successor legislation. "ESOP" shall mean an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code. "Founders' Stock" shall have the meaning set forth in Section 6.3 of this Agreement. "Information Statement" shall mean the Information Statement sent to the holders of shares of Corporation Common Stock in connection with the Distribution, including any amendment or supplement thereto. "Intellectual Property Agreement" shall mean the intellectual property and licensing agreement between Corporation and New D&B. "Liabilities" shall mean any and all losses, claims, charges, debts, demands, actions, causes of action, suits, damages, obligations, payments, costs and expenses, sums of money, accounts, reckonings, bonds, specialties, indemnities and similar obligations, exonerations, covenants, contracts, controversies, agreements, promises, doings, omissions, variances, guarantees, make whole agreements and similar obligations, and other liabilities, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any law, rule, regulation, Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses (including allocated costs of in-house counsel and other personnel), whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or

7 contemplated Actions), order or consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement, the Distribution Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person. "New D&B" shall mean The New Dun & Bradstreet Corporation, a Delaware corporation. "New D&B Common Shares" shall have the meaning set forth in the recitals hereto. "New D&B Disabled Employees" shall mean all employees of the New D&B Group who are receiving benefits under the Dun & Bradstreet Long-Term Disability Plan as of the Effective Time.

7 contemplated Actions), order or consent decree of any governmental or other regulatory or administrative agency, body or commission or any award of any arbitrator or mediator of any kind, and those arising under any contract, commitment or undertaking, including those arising under this Agreement, the Distribution Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any person. "New D&B" shall mean The New Dun & Bradstreet Corporation, a Delaware corporation. "New D&B Common Shares" shall have the meaning set forth in the recitals hereto. "New D&B Disabled Employees" shall mean all employees of the New D&B Group who are receiving benefits under the Dun & Bradstreet Long-Term Disability Plan as of the Effective Time. "New D&B Employees" shall mean persons who, immediately after the Effective Time, are employed by the New D&B Group (including persons who are absent from work by reason of layoff or leave of absence and inactive employees treated as such by agreement therewith). "New D&B Employee Stock Purchase Plan" shall mean the Employee Stock Purchase Plan to be adopted by New D&B pursuant to Section 6.7. "New D&B Group" shall mean New D&B and each Business Entity which is contemplated to remain or become a Subsidiary of New D&B pursuant to the Distribution Agreement. "New D&B Performance Shares" shall have the meaning set forth in Section 6.5 of this Agreement. "New D&B Ratio" shall have the meaning set forth in Section 6.1 of this Agreement. "New D&B Replacement Plans" shall mean the replacement plans to be adopted by New D&B pursuant to Section 6.1(b) of this Agreement. "New D&B Restricted Stock" shall have the meaning set forth in Section 6.4 of this Agreement. "Nonemployer Stock" shall mean, after the Distribution Date, New D&B Common Shares credited to the account of a RHD Employee and RHD Common Stock credited to an account of a New D&B

8 Employee in a nonemployer stock fund in the respective savings plan in which such employee participates, pursuant to Section 3.5. "Participant Election Period" shall mean the period during which the elections described in Section 3.2 are permitted. "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor entity thereto. "PBGC Assumptions" shall mean the actuarial assumptions set forth in 29 C.F.R. Part 2619, et seq. "Person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. "Present Value" shall mean the single sum value of a series of future payments, determined utilizing PBGC Assumptions in effect as of the measurement date. "RHD" shall mean R.H. Donnelley Inc., a Delaware Corporation.

8 Employee in a nonemployer stock fund in the respective savings plan in which such employee participates, pursuant to Section 3.5. "Participant Election Period" shall mean the period during which the elections described in Section 3.2 are permitted. "PBGC" shall mean the Pension Benefit Guaranty Corporation or any successor entity thereto. "PBGC Assumptions" shall mean the actuarial assumptions set forth in 29 C.F.R. Part 2619, et seq. "Person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof. "Present Value" shall mean the single sum value of a series of future payments, determined utilizing PBGC Assumptions in effect as of the measurement date. "RHD" shall mean R.H. Donnelley Inc., a Delaware Corporation. "RHD Bifurcated Savings Plan Employees" shall have the meaning set forth in Section 3.2(a) of this Agreement. "RHD Common Stock" shall mean shares of common stock of RHD. "RHD Disabled Employees" shall mean all employees of the RHD Group who are receiving or are eligible to receive benefits under the Dun & Bradstreet Long-Term Disability Plan as of the Effective Time. "RHD Employees" shall mean persons who, immediately after the Effective Time, are employed by the RHD Group (including persons who are absent from work by reason of layoff or leave of absence and inactive employees treated as such by agreement therewith). "RHD Group" shall mean RHD and each Business Entity which is contemplated to remain or become a Subsidiary of RHD pursuant to the Distribution Agreement. "RHD Long-Term Disability Plan" shall mean the long-term disability plan to be adopted by RHD pursuant to Section 5.5 of this Agreement. "RHD Nonqualified Plan Participants" shall have the meaning as set forth in Section 4.2 of this Agreement. "RHD Ratio" shall have the meaning set forth in Section 6.1 of this Agreement.

9 "RHD Retirement Plan Segregation Ratio" shall equal a fraction, the numerator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the RHD Transferred Retirement Plan Employees under the Corporation Retirement Plan at the Effective Time, and the denominator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the Corporation Employees under the Corporation Retirement Plan at the Effective Time. "RHD Retirement Plan" shall mean the defined benefit plan to be adopted by RHD pursuant to Section 2.2(a) of this Agreement. "RHD Retirement Plan Effective Date" shall have the meaning set forth in Section 2.2(a) of this Agreement. "RHD Retirement Plan Transfer Date" shall have the meaning set forth in Section 2.2(b) of this Agreement. "RHD Savings Plan" shall mean the defined contribution plan to be adopted by RHD pursuant to Section 3.2(a)

9 "RHD Retirement Plan Segregation Ratio" shall equal a fraction, the numerator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the RHD Transferred Retirement Plan Employees under the Corporation Retirement Plan at the Effective Time, and the denominator of which is the Present Value of the accrued vested and nonvested benefits (as defined in ERISA Section 4044(a)(1)-(6)) of the Corporation Employees under the Corporation Retirement Plan at the Effective Time. "RHD Retirement Plan" shall mean the defined benefit plan to be adopted by RHD pursuant to Section 2.2(a) of this Agreement. "RHD Retirement Plan Effective Date" shall have the meaning set forth in Section 2.2(a) of this Agreement. "RHD Retirement Plan Transfer Date" shall have the meaning set forth in Section 2.2(b) of this Agreement. "RHD Savings Plan" shall mean the defined contribution plan to be adopted by RHD pursuant to Section 3.2(a) of this Agreement. "RHD Savings Plan Transfer Date" shall have the meaning set forth in Section 3.2(b) of this Agreement. "RHD Transferred Retirement Plan Employees" shall have the meaning set forth in Section 2.2(a) of this Agreement. "RHD Transferred Savings Plan Employees" shall have the meaning set forth in Section 3.2(a) of this Agreement. "Service" shall mean the Internal Revenue Service or any successor entity thereto. "Shared Transaction Services Agreements" shall mean the Shared Transaction Services Agreements between Corporation and New D&B. "Subsidiary" shall mean any corporation, partnership or other entity of which another entity (i) owns, directly or indirectly, ownership interests sufficient to elect a majority of the Board of Directors (or persons performing similar functions) (irrespective of whether at the time any other class or classes of ownership interests of such corporation, partnership or other entity shall or might have such voting power upon the occurrence of any contingency) or (ii) is a general partner or an entity performing similar functions (e.g., a trustee). "Tax Allocation Agreement" shall mean the Tax Allocation Agreement between Corporation and New D&B. "Transition Services Agreement" shall mean the Transition Services Agreement between Corporation and New D&B.

10 ARTICLE II CORPORATION & DONTECH RETIREMENT PLANS SECTION 2.1. Assumption by New D&B. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Retirement Plan and New D&B shall be substituted for Corporation in the Corporation Master Trust Agreement. Active participation of RHD Employees in the Corporation Retirement Plan shall cease immediately after the Effective Time. SECTION 2.2. Transfer to RHD Retirement Plan. (a) As soon as practicable after the Effective Time, but not later than the first day of the fourth calendar month that begins after the Effective Time (herein referred to as the "RHD Retirement Plan Effective Date"), RHD shall establish the RHD Retirement Plan for the benefit of RHD Employees, DonTech Employees and DonTech Former Employees who were participants in the Corporation Retirement Plan immediately prior to the Effective Time (the "RHD Transferred Retirement Plan Employees"). As soon as practicable after the Effective Time, New D&B shall cause the trustee of the Corporation Retirement

10 ARTICLE II CORPORATION & DONTECH RETIREMENT PLANS SECTION 2.1. Assumption by New D&B. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Retirement Plan and New D&B shall be substituted for Corporation in the Corporation Master Trust Agreement. Active participation of RHD Employees in the Corporation Retirement Plan shall cease immediately after the Effective Time. SECTION 2.2. Transfer to RHD Retirement Plan. (a) As soon as practicable after the Effective Time, but not later than the first day of the fourth calendar month that begins after the Effective Time (herein referred to as the "RHD Retirement Plan Effective Date"), RHD shall establish the RHD Retirement Plan for the benefit of RHD Employees, DonTech Employees and DonTech Former Employees who were participants in the Corporation Retirement Plan immediately prior to the Effective Time (the "RHD Transferred Retirement Plan Employees"). As soon as practicable after the Effective Time, New D&B shall cause the trustee of the Corporation Retirement Plan to segregate the assets of the Corporation Retirement Plan allocable to RHD Transferred Retirement Plan Employees in an amount equal to the sum of (i) and (ii), as follows: (i) the amount allocable to RHD Transferred Retirement Plan Employees under ERISA Section 4044 as of the Effective Time, determined using PBGC Assumptions; and (ii) the excess (if any) of the fair market value of assets of the Corporation Retirement Plan over the Present Value of the vested and nonvested benefits accrued thereunder for all the Corporation Employees as of the Effective Time, multiplied by the RHD Retirement Plan Segregation Ratio. (b) As soon as practicable after the Effective Time, the assets allocable to the RHD Transferred Retirement Plan Employees shall be transferred to a separate trust established under the RHD Retirement Plan (such date herein referred to as the "RHD Retirement Plan Transfer Date"); provided, however, that in no event shall such transfer take place until (i) New D&B has made all required filings and submissions to the appropriate governmental agencies and (ii) if requested by New D&B, RHD has furnished to New D&B a favorable determination letter that the RHD Retirement Plan is qualified under Section 401(a) of the Code. The value of such assets to be transferred shall equal the value of segregated assets determined under Section 2.2(a) of this Agreement, adjusted as follows: (i) reduced by the amount of benefit payments made under the Corporation Retirement Plan with respect to RHD Transferred Retirement Plan Employees from the Effective Time to the RHD Retirement Plan Transfer Date; and

11 (ii) increased (or decreased) by the share of the net investment income (or loss) and decreased by the share of investment expenses from the Effective Time to the RHD Retirement Plan Transfer Date attributable to the value of such segregated assets. (c) Unless otherwise agreed to by RHD and New D&B, the assets to be transferred shall consist of an undivided percentage interest in each asset that is held by the Corporation Retirement Plan on the RHD Retirement Plan Transfer Date, such undivided percentage interest being equal to the value of assets allocable to the RHD Transferred Retirement Plan Employees, divided by the fair market value of plan assets. (d) Prior to the RHD Retirement Plan Transfer Date, all benefit payments to RHD Transferred Retirement Plan Employees shall be made from the Corporation Retirement Plan. SECTION 2.3. Allocation of Liabilities. The RHD Group shall retain all Liabilities relating to the participation of RHD Transferred Retirement Plan Employees in the Corporation Retirement Plan. The New D&B Group shall assume all other Liabilities relating to the Corporation Retirement Plan. SECTION 2.4. DonTech Retirement Plan. As soon as practicable after the Effective Time, but not later than the first day of the second calendar month that begins after the Effective Time, RHD shall establish a separate

11 (ii) increased (or decreased) by the share of the net investment income (or loss) and decreased by the share of investment expenses from the Effective Time to the RHD Retirement Plan Transfer Date attributable to the value of such segregated assets. (c) Unless otherwise agreed to by RHD and New D&B, the assets to be transferred shall consist of an undivided percentage interest in each asset that is held by the Corporation Retirement Plan on the RHD Retirement Plan Transfer Date, such undivided percentage interest being equal to the value of assets allocable to the RHD Transferred Retirement Plan Employees, divided by the fair market value of plan assets. (d) Prior to the RHD Retirement Plan Transfer Date, all benefit payments to RHD Transferred Retirement Plan Employees shall be made from the Corporation Retirement Plan. SECTION 2.3. Allocation of Liabilities. The RHD Group shall retain all Liabilities relating to the participation of RHD Transferred Retirement Plan Employees in the Corporation Retirement Plan. The New D&B Group shall assume all other Liabilities relating to the Corporation Retirement Plan. SECTION 2.4. DonTech Retirement Plan. As soon as practicable after the Effective Time, but not later than the first day of the second calendar month that begins after the Effective Time, RHD shall establish a separate account within the RHD Retirement Plan trust for the DonTech Retirement Plan and New D&B shall cause the assets allocable to the DonTech Retirement Plan to be transferred from the Corporation Master Trust to the separate account established for such plan. ARTICLE III CORPORATION AND DONTECH SAVINGS PLANS SECTION 3.1. Assumption by New D&B. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Savings Plan. Active participation of RHD Employees in the Corporation Savings Plan shall cease immediately after the Effective Time. SECTION 3.2. RHD Savings Plan. (a) As of the Effective Time, RHD shall adopt the RHD Savings Plan for the benefit of RHD Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, RHD Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) RHD Employees may keep their balances in the Corporation Savings Plan (such employees being known as "RHD Bifurcated Savings Plan Employees"); or (ii) RHD Employees may transfer their balances to the RHD Savings Plan (such employees being known as "RHD Transferred Savings Plan Employees"). If a

12 RHD Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the RHD Savings Plan, and (ii) such employee shall be treated as a RHD Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the RHD Savings Plan shall occur (the "RHD Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of RHD Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, RHD shall furnish to New D&B a favorable determination letter that the RHD Savings Plan is qualified under Section 401(a) of the Code. (c) On the RHD Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan

12 RHD Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the RHD Savings Plan, and (ii) such employee shall be treated as a RHD Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the RHD Savings Plan shall occur (the "RHD Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of RHD Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, RHD shall furnish to New D&B a favorable determination letter that the RHD Savings Plan is qualified under Section 401(a) of the Code. (c) On the RHD Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the RHD Savings Plan the full account balances (inclusive of loans) of RHD Transferred Savings Plan Employees in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans to RHD Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the RHD Savings Plan shall, as of the RHD Savings Plan Transfer Date, assume all Liabilities attributable to such assets. SECTION 3.3. Vesting. As of the Effective Time, the account balances of RHD Employees and DonTech Employees in the Corporation Savings Plan shall fully vest. Future employer contributions by RHD under the RHD Savings Plan shall vest based on the vesting schedule thereunder. SECTION 3.4. Outstanding Loans. During their employment with RHD, RHD Transferred Savings Plan Employees who have outstanding loans originally made from the Corporation Savings Plan shall be permitted to repay such loans by way of regular deductions from their paychecks, and, prior to the RHD Savings Plan Transfer Date, RHD or New D&B (as the case may be) shall cause all such deductions to be forwarded to the Corporation Savings Plan as promptly as practicable. After the Effective Time, no such deductions by RHD shall be made in respect of RHD Bifurcated Savings Plan Employees who have outstanding loans from the Corporation Savings Plan, and all such

13 employees shall be required to repay their loans directly to the Corporation Savings Plan in accordance with the existing terms thereof. SECTION 3.5. Employer Stock Fund. (a) Participants in the Corporation Savings Plan who, immediately prior to the Effective Time, have balances in the Corporation Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in two stock funds. The Corporation Savings Plan shall maintain one stock fund consisting of only RHD Common Stock ("RHD Stock Fund") and one stock fund consisting of only New D&B Common Shares ("New D&B Stock Fund"). Each stock fund shall initially consist of an equal number of shares. The initial percentage interest of each participant in each stock fund as of the Effective Time shall equal such participant's percentage interest in the Corporation Common Stock fund immediately prior to the Effective Time. The RHD Savings Plan shall maintain a nonemployer stock fund to which the New D&B Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date. The RHD Savings Plan shall also maintain an employer stock fund to which the RHD Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date. (b) Prior to the end of the sixth month after the Distribution Date, each participant shall liquidate his or her units of Nonemployer Stock in the nonemployer stock fund and invest the proceeds thereof in any other investment

13 employees shall be required to repay their loans directly to the Corporation Savings Plan in accordance with the existing terms thereof. SECTION 3.5. Employer Stock Fund. (a) Participants in the Corporation Savings Plan who, immediately prior to the Effective Time, have balances in the Corporation Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in two stock funds. The Corporation Savings Plan shall maintain one stock fund consisting of only RHD Common Stock ("RHD Stock Fund") and one stock fund consisting of only New D&B Common Shares ("New D&B Stock Fund"). Each stock fund shall initially consist of an equal number of shares. The initial percentage interest of each participant in each stock fund as of the Effective Time shall equal such participant's percentage interest in the Corporation Common Stock fund immediately prior to the Effective Time. The RHD Savings Plan shall maintain a nonemployer stock fund to which the New D&B Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date. The RHD Savings Plan shall also maintain an employer stock fund to which the RHD Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date. (b) Prior to the end of the sixth month after the Distribution Date, each participant shall liquidate his or her units of Nonemployer Stock in the nonemployer stock fund and invest the proceeds thereof in any other investment option available under the applicable plan. If the participant does not liquidate such units, such units shall be liquidated and invested in either a fixed income investment option or an employee stock fund option available under the applicable plan as determined by RHD or New D&B. (c) A participant may not transfer or contribute any amounts to a nonemployer stock fund from or after the Effective Time. SECTION 3.6. Allocation of Liabilities. The RHD Group shall retain all Liabilities relating to the participation of (a) RHD Transferred Savings Plan Employees in the Corporation Savings Plan and (b) RHD Bifurcated Savings Plan Employees in the RHD Savings Plan. The New D&B Group shall assume all other Liabilities relating to the Corporation Savings Plan. SECTION 3.7. DonTech Savings Plan. (a) As soon as practicable after the Effective Time, RHD shall establish a separate account within the RHD Savings Plan trust for the DonTech Savings Plan and New D&B shall cause the trustee of the Corporation Master Trust to transfer to the trustee the full account balances (inclusive of loans) of all participants in the DonTech Savings Plan ("DonTech Participants") in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds);

14 provided, however, that loans to DonTech Participants shall be transferred in the form of notes. (b) Prior to the Effective Time, DonTech Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances: (i) DonTech Employees may keep their balances in the Corporation Savings Plan (such employees being known as "DonTech Bifurcated Savings Plan Employees"); or (ii) DonTech Employees may transfer their balances to the DonTech Savings Plan (such employees being known as "DonTech Transferred Savings Plan Employees "). If a DonTech Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the DonTech Savings Plan, and (ii) such employee shall be treated as a DonTech Transferred Savings Plan Employee. As promptly as practicable following the Participation Election Period, the full account balances of DonTech Transferred Savings Plan Employees shall be transferred to the DonTech Savings Plan based on the same methodology as Sections 3.2(b) and 3.2(c). (c) Participants in the DonTech Savings Plan who, immediately prior to the Effective Time, have balances in the DonTech Common Stock Fund shall have the units of Corporation Common Stock converted, as of the Effective Time, to the extent applicable, to units in two stock funds. The DonTech Savings Plan shall maintain one stock fund consisting of RHD Common Stock and Ameritech Common Stock and one stock fund consisting of only New D&B Common Shares. The percentage interest of each participant in each stock fund as of the Effective

14 provided, however, that loans to DonTech Participants shall be transferred in the form of notes. (b) Prior to the Effective Time, DonTech Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances: (i) DonTech Employees may keep their balances in the Corporation Savings Plan (such employees being known as "DonTech Bifurcated Savings Plan Employees"); or (ii) DonTech Employees may transfer their balances to the DonTech Savings Plan (such employees being known as "DonTech Transferred Savings Plan Employees "). If a DonTech Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the DonTech Savings Plan, and (ii) such employee shall be treated as a DonTech Transferred Savings Plan Employee. As promptly as practicable following the Participation Election Period, the full account balances of DonTech Transferred Savings Plan Employees shall be transferred to the DonTech Savings Plan based on the same methodology as Sections 3.2(b) and 3.2(c). (c) Participants in the DonTech Savings Plan who, immediately prior to the Effective Time, have balances in the DonTech Common Stock Fund shall have the units of Corporation Common Stock converted, as of the Effective Time, to the extent applicable, to units in two stock funds. The DonTech Savings Plan shall maintain one stock fund consisting of RHD Common Stock and Ameritech Common Stock and one stock fund consisting of only New D&B Common Shares. The percentage interest of each participant in each stock fund as of the Effective Time shall equal such participant's percentage interest in the DonTech Common Stock fund immediately prior to the Effective Time. ARTICLE IV NONQUALIFIED PLANS SECTION 4.1. Corporation Nonqualified Plans. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Supplemental EBP, the Corporation Supplemental EBP Trust, the Corporation Pension BEP, the Corporation Pension BEP Trust and the Corporation Savings BEP (collectively, the "Corporation Nonqualified Plans") for the benefit of persons who, prior to the Effective Time, were participants thereunder; provided, however, that, with respect to RHD Employees, (i) RHD shall retain the liability for benefits under the Corporation Savings BEP and (ii) New D&B shall retain only those Liabilities for benefits under the Corporation Nonqualified Plans (other than the Corporation Savings BEP) that, prior to the Effective Time, were accrued and to which such participants had earned vested rights thereunder and (iii) the Liabilities retained by New D&B under such plans shall be appropriately adjusted to reflect (A) increases in the contribution limits imposed by Section 415 of the Code and (B) future accruals under the RHD pension plans. SECTION 4.2. Service Credit. RHD Employees who were participants with vested benefits in the Corporation Nonqualified

15 Plans immediately prior to the Effective Time (the "RHD Nonqualified Plan Participants") shall continue to receive service credit under such plans for their service with the RHD Group from and after the Effective Time, but solely for purposes of satisfying the one-year waiting requirement for a valid election under the Corporation Nonqualified Plans. SECTION 4.3. Consent to Termination. Solely with respect to determining the level of benefits payable under the Corporation Nonqualified Plans, RHD shall have the authority to consent to the termination of employment prior to age 60 of a RHD Nonqualified Plan Participant from the RHD Group. SECTION 4.4. Termination of Employment. Benefits under the Corporation Nonqualified Plans shall not become payable to a RHD Nonqualified Plan Participant until such participant terminates employment from the RHD Group and is otherwise eligible to receive such payment under the terms of the Corporation Nonqualified Plans. SECTION 4.5. Noncompetition. Solely with respect to the noncompetition clauses of the Corporation

15 Plans immediately prior to the Effective Time (the "RHD Nonqualified Plan Participants") shall continue to receive service credit under such plans for their service with the RHD Group from and after the Effective Time, but solely for purposes of satisfying the one-year waiting requirement for a valid election under the Corporation Nonqualified Plans. SECTION 4.3. Consent to Termination. Solely with respect to determining the level of benefits payable under the Corporation Nonqualified Plans, RHD shall have the authority to consent to the termination of employment prior to age 60 of a RHD Nonqualified Plan Participant from the RHD Group. SECTION 4.4. Termination of Employment. Benefits under the Corporation Nonqualified Plans shall not become payable to a RHD Nonqualified Plan Participant until such participant terminates employment from the RHD Group and is otherwise eligible to receive such payment under the terms of the Corporation Nonqualified Plans. SECTION 4.5. Noncompetition. Solely with respect to the noncompetition clauses of the Corporation Nonqualified Plans, New D&B hereby consents to the employment of the Corporation Nonqualified Plan Participants by the RHD Group after the Effective Time, whether or not such employment would otherwise trigger such noncompetition clauses. SECTION 4.6. Distributions. RHD Nonqualified Plan Participants who participated in the Corporation Savings BEP immediately prior to the Effective Time shall receive a distribution thereunder from the RHD Group, based on their notional elective deferrals through the Effective Time, at the time distributions are otherwise made under such plan. SECTION 4.7. Guarantees; Subrogation. The RHD Group agrees that, in the event the New D&B Group is unable to satisfy its obligations in respect of the benefits of any RHD Employee that have accrued under the Corporation Nonqualified Plans prior to the Effective Time, the RHD Group shall make payment when due with respect to such obligations of the New D&B Group. In the event that the RHD Group is required to make any payment pursuant to this Section 4.7, the RHD Group shall have full rights of subrogation against the New D&B Group.

16 SECTION 4.8. Third-Party Beneficiaries. It is the intention of the parties to this Agreement that the provisions of Section 4.7 shall be enforceable by (a) the RHD Nonqualified Plan Participants and (b) their respective surviving beneficiaries. SECTION 4.9. Joint and Several Liability. RHD and New D&B acknowledge joint and several liability under the Employee Benefits Agreement dated as of October 29, 1996 among D&B, Cognizant and ACNielsen with respect to certain nonqualified plans maintained by Corporation prior to such date. To the extent joint and several liability is imposed on RHD in respect of a liability assumed by New D&B under this Agreement, RHD shall be entitled to contribution from New D&B for the amount of such liability imposed. To the extent joint and several liability is imposed on New D&B in respect of a liability assumed by RHD under this Agreement, New D&B shall be entitled to contribution from RHD for the amount of such liability imposed. ARTICLE V WELFARE PLANS SECTION 5.1. Employee Benefit Welfare Plans. Prior to the Effective Time, the Corporation shall continue to sponsor its Employee Benefit Welfare Plans for the benefit of the Corporation Employees. Except as provided in Section 5.4 and Section 5.6 below, from and after the Effective Time, RHD shall continue to sponsor its Employee Benefit Welfare Plans solely for the benefit of RHD Employees and RHD Disabled Employees. From and after the Effective Time, New D&B shall sponsor its Employee Benefit Welfare Plans for the benefit of New D&B Employees, Corporation Retirees, New D&B Disabled Employees and DonTech Retirees who participated in the Corporation Employee Benefit Welfare Plans immediately prior to the Effective Time. Notwithstanding the foregoing, neither RHD nor New D&B shall have any obligation to sponsor any Employee

16 SECTION 4.8. Third-Party Beneficiaries. It is the intention of the parties to this Agreement that the provisions of Section 4.7 shall be enforceable by (a) the RHD Nonqualified Plan Participants and (b) their respective surviving beneficiaries. SECTION 4.9. Joint and Several Liability. RHD and New D&B acknowledge joint and several liability under the Employee Benefits Agreement dated as of October 29, 1996 among D&B, Cognizant and ACNielsen with respect to certain nonqualified plans maintained by Corporation prior to such date. To the extent joint and several liability is imposed on RHD in respect of a liability assumed by New D&B under this Agreement, RHD shall be entitled to contribution from New D&B for the amount of such liability imposed. To the extent joint and several liability is imposed on New D&B in respect of a liability assumed by RHD under this Agreement, New D&B shall be entitled to contribution from RHD for the amount of such liability imposed. ARTICLE V WELFARE PLANS SECTION 5.1. Employee Benefit Welfare Plans. Prior to the Effective Time, the Corporation shall continue to sponsor its Employee Benefit Welfare Plans for the benefit of the Corporation Employees. Except as provided in Section 5.4 and Section 5.6 below, from and after the Effective Time, RHD shall continue to sponsor its Employee Benefit Welfare Plans solely for the benefit of RHD Employees and RHD Disabled Employees. From and after the Effective Time, New D&B shall sponsor its Employee Benefit Welfare Plans for the benefit of New D&B Employees, Corporation Retirees, New D&B Disabled Employees and DonTech Retirees who participated in the Corporation Employee Benefit Welfare Plans immediately prior to the Effective Time. Notwithstanding the foregoing, neither RHD nor New D&B shall have any obligation to sponsor any Employee Benefit Welfare Plan from or after the Effective Time. SECTION 5.2. Pre-Existing Conditions; Dollar Limits. With respect to any medical plan that may be sponsored by New D&B and RHD after the Effective Time, New D&B and RHD (a) shall cause there to be waived any pre-existing condition limitations and (b) shall give effect, in determining any deductible and maximum out-ofpocket limitations, to claims incurred, and amounts paid by, and amounts reimbursed to, (in each case during 1998 prior to the Effective Time) New D&B Employees, RHD Employees, Corporation Retirees, New D&B Disabled Employees and RHD Disabled Employees under similar plans maintained by Corporation (or any Affiliate thereof) for their benefit immediately prior to the Effective Time. SECTION 5.3. Severance Plans. The RHD Group shall retain all Liabilities with respect to severance payments made or to be made to RHD Employees. The New D&B Group shall retain all Liabilities with respect to severance payments made or to be made to all other Corporation Employees who terminated employment

17 prior to the Effective Time. For purposes of this Section 5.3, the term "severance payments" shall include any welfare benefit coverage and all other severance related benefits provided under severance plans and agreements. SECTION 5.4. Flexible Spending Accounts. From the Effective Time until December 31, 1998, New D&B shall sponsor its flexible spending accounts for all Corporation Employees; provided, however, that RHD shall cause all deductions from participant paychecks to be forwarded to New D&B as promptly as practicable. SECTION 5.5 VEBA. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Long-Term Disability Plan and New D&B shall be substituted for Corporation in the Corporation Master Welfare Plan Trust Agreement. Active participation of RHD Disabled Employees in the Corporation Long-Term Disability Plan shall cease immediately after the Effective Time. As soon as practicable after the Effective Time, RHD shall establish the RHD Long-Term Disability Plan for the benefit of RHD Disabled Employees who became disabled prior to January 1, 1994 and the assets, as actuarially calculated, allocable to such RHD Disabled Employees shall be transferred to a separate trust or insurance arrangement established by RHD under such plan.

17 prior to the Effective Time. For purposes of this Section 5.3, the term "severance payments" shall include any welfare benefit coverage and all other severance related benefits provided under severance plans and agreements. SECTION 5.4. Flexible Spending Accounts. From the Effective Time until December 31, 1998, New D&B shall sponsor its flexible spending accounts for all Corporation Employees; provided, however, that RHD shall cause all deductions from participant paychecks to be forwarded to New D&B as promptly as practicable. SECTION 5.5 VEBA. Prior to the Effective Time, New D&B shall assume and become the sponsor of the Corporation Long-Term Disability Plan and New D&B shall be substituted for Corporation in the Corporation Master Welfare Plan Trust Agreement. Active participation of RHD Disabled Employees in the Corporation Long-Term Disability Plan shall cease immediately after the Effective Time. As soon as practicable after the Effective Time, RHD shall establish the RHD Long-Term Disability Plan for the benefit of RHD Disabled Employees who became disabled prior to January 1, 1994 and the assets, as actuarially calculated, allocable to such RHD Disabled Employees shall be transferred to a separate trust or insurance arrangement established by RHD under such plan. SECTION 5.6. Allocation of Liabilities. (a) The RHD Group shall retain responsibility for and continue to pay all expenses and benefits relating to the Corporation Employee Benefit Welfare Plans with respect to claims incurred from and after the Effective Time by RHD Employees and RHD Disabled Employees as well as their dependents. The New D&B Group shall be responsible for and pay expenses and benefits relating to all Employee Benefit Welfare Plan claims (i) incurred prior to the Effective Time by Corporation Employees, RHD Disabled Employees and their covered dependents and (ii) incurred by New D&B Employees, Corporation Retirees, DonTech Retirees and New D&B Disabled Employees as well as their covered dependents from and after the Effective Time. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding the foregoing, claims incurred by any employee of a pre-Distribution Subsidiary of Corporation or their covered dependents under any welfare plan maintained by such Subsidiary solely for the benefit of its employees and their dependents shall, whether incurred prior to, on or after the Effective Time, be the sole responsibility and liability of that Subsidiary. (b) The RHD Group shall be responsible for all COBRA coverage for any RHD Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. The New

18 D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. Notwithstanding the foregoing, a pre-Distribution Subsidiary of Corporation shall be responsible for all COBRA coverage for its former employees and covered dependents who participated in a plan maintained solely for their benefit whether the applicable event occurs prior to, on or after the Effective Time. COBRA coverage to which a RHD Employee is entitled as a result of a qualifying event occurring at or after the Effective Time shall be the responsibility of the RHD Group. SECTION 5.7. Retiree Welfare Plans. The RHD Group shall be responsible for providing retiree welfare benefits, where applicable, to RHD Employees. The New D&B Group shall be responsible for providing retiree welfare benefits, where applicable, to Corporation Retirees and New D&B Employees ARTICLE VI EQUITY-BASED PLANS SECTION 6.1. Corporation Stock Options. Stock options awarded under the Corporation Stock Option Plans ("Corporation Stock Options") shall be treated as follows:

18 D&B Group shall be responsible for all COBRA coverage for any other Corporation Employee and his or her covered dependents who participated in a Corporation Employee Benefit Welfare Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Effective Time. Notwithstanding the foregoing, a pre-Distribution Subsidiary of Corporation shall be responsible for all COBRA coverage for its former employees and covered dependents who participated in a plan maintained solely for their benefit whether the applicable event occurs prior to, on or after the Effective Time. COBRA coverage to which a RHD Employee is entitled as a result of a qualifying event occurring at or after the Effective Time shall be the responsibility of the RHD Group. SECTION 5.7. Retiree Welfare Plans. The RHD Group shall be responsible for providing retiree welfare benefits, where applicable, to RHD Employees. The New D&B Group shall be responsible for providing retiree welfare benefits, where applicable, to Corporation Retirees and New D&B Employees ARTICLE VI EQUITY-BASED PLANS SECTION 6.1. Corporation Stock Options. Stock options awarded under the Corporation Stock Option Plans ("Corporation Stock Options") shall be treated as follows: (a) RHD Employees. From and after the Effective Time, each unexercised Corporation Stock Option held by RHD Employees shall remain outstanding pursuant to the terms of the award agreements and the Corporation Stock Option Plans; provided, however, that from and after such time, each unexercised Corporation Stock Option shall be adjusted as follows: (i) the number of shares of RHD Common Stock covered by the adjusted stock option shall be determined by (A) multiplying the number of shares of Corporation Common Stock covered by the Corporation Stock Option by a fraction, the numerator of which equals the average of high and low trading prices of a share of Corporation Common Stock for the five trading days immediately preceding the ex-dividend date, and the denominator of which equals the average of high and low trading prices of a share of RHD Common Stock for the five trading days starting on the ex-dividend date ("RHD Ratio") and (B) rounding down the result to a whole number of shares and (ii) the exercise price of the adjusted stock option shall equal the original exercise price multiplied by the reciprocal of the RHD Ratio. (b) New D&B Employees. As of the Effective Time, (i) each unexercised Corporation Stock Option held by New D&B Employees shall be cancelled and (ii) such individuals shall receive replacement stock options awarded under the New D&B Replacement Plans, which shall be adopted by New D&B prior to the Effective Time. The number of New D&B Common Shares covered by each replacement stock option shall be determined by (i) multiplying the number of shares of Corporation Common Stock

19 covered by the cancelled Corporation Stock Option by a fraction, the numerator of which equals the average of high and low trading prices of a share of Corporation Common Stock for the five trading days immediately preceding the ex-dividend date, and the denominator of which equals the average of high and loaw trading prices of a New D&B Common Share for the five trading days starting on the regular way trading date ("New D&B Ratio") and (ii) rounding down the result to a whole number of shares. The exercise price of each replacement stock option shall be determined by multiplying the exercise price of the cancelled Corporation Stock Option by the reciprocal of the New D&B ratio. Except as otherwise provided in the New D&B Replacement Plans, all other terms of the replacement stock options shall remain substantially identical to the terms of the cancelled Corporation Stock Options. (c) Corporation Retirees; RHD Disabled Employees; and New D&B Disabled Employees. As of the Effective Time, (i) each unexercised Corporation Stock Option held by Corporation Retirees, RHD Disabled Employees and New D&B Disabled Employees shall be adjusted in substantially the same manner as employees of the RHD Group and (ii) New D&B shall offer to such Corporation Retirees alternative adjustments or substitutions provided such retirees agree to surrender their adjusted Corporation Stock Options. SECTION 6.2. Corporation SARs. All stock appreciation rights awarded under the Corporation Stock Option

19 covered by the cancelled Corporation Stock Option by a fraction, the numerator of which equals the average of high and low trading prices of a share of Corporation Common Stock for the five trading days immediately preceding the ex-dividend date, and the denominator of which equals the average of high and loaw trading prices of a New D&B Common Share for the five trading days starting on the regular way trading date ("New D&B Ratio") and (ii) rounding down the result to a whole number of shares. The exercise price of each replacement stock option shall be determined by multiplying the exercise price of the cancelled Corporation Stock Option by the reciprocal of the New D&B ratio. Except as otherwise provided in the New D&B Replacement Plans, all other terms of the replacement stock options shall remain substantially identical to the terms of the cancelled Corporation Stock Options. (c) Corporation Retirees; RHD Disabled Employees; and New D&B Disabled Employees. As of the Effective Time, (i) each unexercised Corporation Stock Option held by Corporation Retirees, RHD Disabled Employees and New D&B Disabled Employees shall be adjusted in substantially the same manner as employees of the RHD Group and (ii) New D&B shall offer to such Corporation Retirees alternative adjustments or substitutions provided such retirees agree to surrender their adjusted Corporation Stock Options. SECTION 6.2. Corporation SARs. All stock appreciation rights awarded under the Corporation Stock Option Plans ("Corporation SARs") shall be adjusted or substituted (as the case may be) in substantially the same manner as the Corporation Stock Options described in Section 6.1 above. SECTION 6.3. Corporation Founders' Match Program. All Founders' Match Program stock options awarded under the Corporation Stock Option Plans ("Corporation Founders' Awards") shall be adjusted or substituted (as the case may be) in substantially the same manner as the Corporation Stock Options described in Section 6.1 above ("Adjusted Corporation Founders' Awards"). Adjusted Corporation Founders' Awards shall vest if performance goals (as established prior to the Effective Time) are met at the end of the original vesting period of such awards (based upon the sum of the share prices of the RHD Common Stock and the New D&B Shares and taking into account any dividends after the Effective Time). (a) RHD Employees. Restrictions on stock purchased on the open market pursuant to the Corporation Founders' Match Program ("Founders' Stock") shall lapse according to their original terms. Restrictions on the New D&B Common Shares received in the Distribution as a dividend on such shares shall lapse as of the Effective Time. (b) New D&B Employees. Restrictions on Founders' Stock shall lapse as of the Effective Time. New D&B Common Shares received in the Distribution as a dividend on the Founders' Stock shall be subject to the restrictions originally

20 imposed on the Founders' Stock. SECTION 6.4. Restricted Stock Plan. New D&B Common Shares received in the Distribution as a dividend on Corporation Restricted Stock ("Dividended Restricted Stock") shall be subject to the same restrictions as the Corporation Restricted Stock. In addition, both the Corporation Restricted Stock and the Dividended Restricted Stock shall be treated as follows: (a) RHD Employees. As of Effective Time, Dividended Restricted Stock credited to RHD Employees shall be adjusted pursuant to the Corporation Restricted Stock Plan and each such individual shall receive a number of shares of RHD Restricted Stock, determined by multiplying the number of shares of Dividended Restricted Stock by the RHD Ratio and the reciprocal of the New D&B Ratio, having the same terms as the Corporation Restricted Stock from which they arose. (b) New D&B Employees. As of the Effective Time, Corporation Restricted Stock and Dividended Restricted Stock credited to New D&B Employees shall be forfeited and such individuals shall receive replacement New D&B Common Shares of restricted stock ("New D&B Restricted Stock") equal to (i) the number of shares of forfeited Dividended Restricted Stock plus (ii) the product of the number of shares of forfeited Corporation Restricted Stock multiplied by the New D&B Ratio and the reciprocal of the RHD Ratio, such replacement

20 imposed on the Founders' Stock. SECTION 6.4. Restricted Stock Plan. New D&B Common Shares received in the Distribution as a dividend on Corporation Restricted Stock ("Dividended Restricted Stock") shall be subject to the same restrictions as the Corporation Restricted Stock. In addition, both the Corporation Restricted Stock and the Dividended Restricted Stock shall be treated as follows: (a) RHD Employees. As of Effective Time, Dividended Restricted Stock credited to RHD Employees shall be adjusted pursuant to the Corporation Restricted Stock Plan and each such individual shall receive a number of shares of RHD Restricted Stock, determined by multiplying the number of shares of Dividended Restricted Stock by the RHD Ratio and the reciprocal of the New D&B Ratio, having the same terms as the Corporation Restricted Stock from which they arose. (b) New D&B Employees. As of the Effective Time, Corporation Restricted Stock and Dividended Restricted Stock credited to New D&B Employees shall be forfeited and such individuals shall receive replacement New D&B Common Shares of restricted stock ("New D&B Restricted Stock") equal to (i) the number of shares of forfeited Dividended Restricted Stock plus (ii) the product of the number of shares of forfeited Corporation Restricted Stock multiplied by the New D&B Ratio and the reciprocal of the RHD Ratio, such replacement shares of New D&B Restricted Stock to have the same terms as the Corporation Restricted Stock from which they arose. SECTION 6.5. Performance Unit Plan. Performance shares awarded under the Performance Unit Plan ("Corporation Performance Shares") shall be treated as follows: (a) RHD Employees. As of the Effective Time, RHD Employees shall receive (if, for the pro rata performance cycle, all targets are met) a number of shares of RHD Common Stock equal to (i) the pro rata target number of Corporation Performance Shares plus (ii) the pro rata target number of Corporation Performance Shares multiplied by the RHD Ratio and the reciprocal of the New D&B Ratio. (b) New D&B Employees. As of the Effective Time, Corporation Performance Share opportunities granted to New D&B Employees shall be cancelled and such individuals shall receive replacement New D&B Performance Share opportunities representing an amount of New D&B Common Shares equal to (i) the target number of Corporation Performance Shares plus (ii) the product of the target number of Corporation Performance Shares multiplied by the New D&B Ratio and the reciprocal of the RHD Ratio.

21 SECTION 6.6. Allocation of Liabilities. The New D&B Group shall assume all Liabilities with respect to awards granted to New D&B Employees, Corporation Retirees, RHD Disabled Employees and New D&B Disabled Employees pursuant to the New D&B Replacement Option Plan. The RHD Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to RHD Employees). ARTICLE VII OTHER EMPLOYEE BENEFIT ISSUES SECTION 7.1. Employee Benefit Litigation Liabilities. Except as otherwise expressly provided in this Agreement or with respect to Articles II, III and VI hereof, the New D&B Group shall assume all Employee Benefit Litigation Liabilities that are asserted by Corporation Employees prior to the Effective Time. With respect to Articles II, III and VI, all Employee Benefit Litigation Liabilities covered by such Articles shall be allocated as contemplated by such Articles. SECTION 7.2. Workers' Compensation. The RHD Group shall retain all Liabilities relating to workers' compensation claims that were incurred (a) prior to the Effective Time with respect to Corporation Employees who were employed by the RHD Group after the Effective Time and (b) on and after the Effective Time with respect to RHD Employees. The New D&B Group shall retain all Liabilities relating to workers' compensation

21 SECTION 6.6. Allocation of Liabilities. The New D&B Group shall assume all Liabilities with respect to awards granted to New D&B Employees, Corporation Retirees, RHD Disabled Employees and New D&B Disabled Employees pursuant to the New D&B Replacement Option Plan. The RHD Group shall retain all other Liabilities with respect to awards granted pursuant to the Corporation Stock Option Plans (including, but not limited to, awards granted to RHD Employees). ARTICLE VII OTHER EMPLOYEE BENEFIT ISSUES SECTION 7.1. Employee Benefit Litigation Liabilities. Except as otherwise expressly provided in this Agreement or with respect to Articles II, III and VI hereof, the New D&B Group shall assume all Employee Benefit Litigation Liabilities that are asserted by Corporation Employees prior to the Effective Time. With respect to Articles II, III and VI, all Employee Benefit Litigation Liabilities covered by such Articles shall be allocated as contemplated by such Articles. SECTION 7.2. Workers' Compensation. The RHD Group shall retain all Liabilities relating to workers' compensation claims that were incurred (a) prior to the Effective Time with respect to Corporation Employees who were employed by the RHD Group after the Effective Time and (b) on and after the Effective Time with respect to RHD Employees. The New D&B Group shall retain all Liabilities relating to workers' compensation claims that were incurred (a) prior to the Effective Time with respect to Corporation Employees who were not employed by the RHD Group, after the Effective Time and (b) on and after the Effective Time with respect to New D&B Employees. For purposes of this paragraph, a claim is deemed incurred when the injury that is the subject of the claim occurs. ARTICLE VIII BENEFIT PLAN PARTICIPATION SECTION 8.1. Corporation Plans. Except as specifically provided herein, all RHD Employees shall cease participation in all Corporation Employee Benefit Plans as of the Effective Time. SECTION 8.2. RHD Plans. Except as provided in Section 5.6 herein, (a) with respect to any newly created Employee Benefit Plan sponsored by the RHD Group after the Effective Time, the RHD Group shall cause to be recognized (to the extent applicable) each RHD Employee's (i) past service with the Corporation Group to the extent recognized under similar plans maintained by the Corporation Group immediately prior to the Effective Time and (ii) accrued but unused vacation time and sick days, and (b) any RHD Employee who participated in a Corporation Employee Benefit Plan immediately prior to the Effective Time shall be entitled to immediate participation in a similar newly

22 created Employee Benefit Plan sponsored by the RHD Group. SECTION 8.3. New D&B Plans. Except as provided in Section 5.6 herein, (a) with respect to any Employee Benefit Plan sponsored by the New D&B Group after the Effective Time, the New D&B Group shall cause to be recognized (to the extent applicable) each New D&B Employee's (i) past service with the Corporation Group to the extent recognized under similar plans maintained by the Corporation Group immediately prior to the Effective Time and (ii) accrued but unused vacation time and sick days, and (b) any New D&B Employee who participated in a Corporation Employee Benefit Plan immediately prior to the Effective Time shall be entitled to immediate participation in a similar Employee Benefit Plan sponsored by New D&B. SECTION 8.4. Subsequent Employer. Except as provided in Section 5.7 herein, if, during the one-year period following the Effective Time, a RHD Employee or a New D&B Employee terminates employment with his or her employer and then immediately commences employment with the RHD Group or the New D&B Group, the subsequent employer shall cause to be recognized (to the extent applicable) such employee's past service with the Corporation Group, the RHD Group or the New D&B Group to the extent recognized under similar plans maintained by the prior employer. Notwithstanding the foregoing, no

22 created Employee Benefit Plan sponsored by the RHD Group. SECTION 8.3. New D&B Plans. Except as provided in Section 5.6 herein, (a) with respect to any Employee Benefit Plan sponsored by the New D&B Group after the Effective Time, the New D&B Group shall cause to be recognized (to the extent applicable) each New D&B Employee's (i) past service with the Corporation Group to the extent recognized under similar plans maintained by the Corporation Group immediately prior to the Effective Time and (ii) accrued but unused vacation time and sick days, and (b) any New D&B Employee who participated in a Corporation Employee Benefit Plan immediately prior to the Effective Time shall be entitled to immediate participation in a similar Employee Benefit Plan sponsored by New D&B. SECTION 8.4. Subsequent Employer. Except as provided in Section 5.7 herein, if, during the one-year period following the Effective Time, a RHD Employee or a New D&B Employee terminates employment with his or her employer and then immediately commences employment with the RHD Group or the New D&B Group, the subsequent employer shall cause to be recognized (to the extent applicable) such employee's past service with the Corporation Group, the RHD Group or the New D&B Group to the extent recognized under similar plans maintained by the prior employer. Notwithstanding the foregoing, no past service shall be recognized with respect to pension accruals under the defined benefit plans of the subsequent employer. SECTION 8.5. Right to Amend or Terminate. Except as specifically provided herein, nothing in this Agreement shall be construed or interpreted to restrict the RHD Group's or the New D&B Group's right or authority to amend or terminate any of their Employee Benefit Plans following the Effective Time. ARTICLE IX ACCESS TO INFORMATION SECTION 9.1. Access to Information. Article IV of the Distribution Agreement shall govern the rights of the RHD Group and the New D&B Group with respect to access to information. The term "Records" in that Article shall be read to include all Employee Benefit Records. ARTICLE X INDEMNIFICATION SECTION 10.1. Indemnification. Article III of the Distribution Agreement shall govern the rights of the RHD Group and the New D&B Group with respect to indemnification. The term "RHD Liabilities" in that Article shall be read to include all Liabilities assumed or retained by the RHD Group pursuant to this Agreement. The term "New D&B Liabilities" in that Article shall be read to include all Liabilities assumed or retained by the New D&B Group pursuant to this Agreement.

23 ARTICLE XI DISPUTE RESOLUTION SECTION 11.1. Dispute Resolution. Article VI of the Distribution Agreement shall govern the rights of the RHD Group and the New D&B Group with respect to dispute resolution. The term "Agreement Dispute" in that Article shall be read to include all Employee Benefit Disputes. ARTICLE XII MISCELLANEOUS SECTION 12.1. Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules (if any), and the Distribution Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Sections 2.7 and 4.5 and Article VI of the Distribution Agreement, which shall

23 ARTICLE XI DISPUTE RESOLUTION SECTION 11.1. Dispute Resolution. Article VI of the Distribution Agreement shall govern the rights of the RHD Group and the New D&B Group with respect to dispute resolution. The term "Agreement Dispute" in that Article shall be read to include all Employee Benefit Disputes. ARTICLE XII MISCELLANEOUS SECTION 12.1. Complete Agreement; Construction. This Agreement, including the Exhibits and Schedules (if any), and the Distribution Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Sections 2.7 and 4.5 and Article VI of the Distribution Agreement, which shall prevail over any inconsistent or conflicting provisions in this Agreement, notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement, this Agreement shall control. SECTION 12.2. Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements. SECTION 12.3. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties. SECTION 12.4. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date. SECTION 12.5. Expenses. Except as otherwise set forth in this Agreement, the Distribution Agreement or any Ancillary Agreement, all costs and expenses incurred on or prior to the Distribution Date (whether or not paid on or prior to the Distribution Date) in connection with the preparation, execution, delivery and implementation of this Agreement, the Distribution Agreement, any Ancillary Agreement, the Information Statement (including any registration statement on Form 10 of which such Information Statement may be a part) and the Distribution and the

24 consummation of the transactions contemplated thereby shall be charged to and paid by New D&B. Except as otherwise set forth in this Agreement, the Distribution Agreement or any Ancillary Agreement, each party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any party hereto to any other party hereto shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and demand therefor is made. SECTION 12.6. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 Telecopy: (914) 933-6899 Attn: Chief Legal Counsel

24 consummation of the transactions contemplated thereby shall be charged to and paid by New D&B. Except as otherwise set forth in this Agreement, the Distribution Agreement or any Ancillary Agreement, each party shall bear its own costs and expenses incurred after the Distribution Date. Any amount or expense to be paid or reimbursed by any party hereto to any other party hereto shall be so paid or reimbursed promptly after the existence and amount of such obligation is determined and demand therefor is made. SECTION 12.6. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 Telecopy: (914) 933-6899 Attn: Chief Legal Counsel To New D&B: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 Telecopy: (908) 665-5803 Attn: Chief Legal Counsel SECTION 12.7. Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party's right to demand strict performance thereafter of that or any other provision hereof. SECTION 12.8. Amendments. Subject to the terms of Section 12.11 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto. SECTION 12.9. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other parties hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

25 SECTION 12.10. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. SECTION 12.11. Termination. This Agreement (including, without limitation, Section 4.8 and Article XI hereof) may be terminated and may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Corporation without the approval of the shareholders of Corporation. In the event of such termination, no party shall have any liability of any kind to any other party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties; provided, however, that Section 4.8 and Article XI shall not be terminated or amended after the Distribution in respect of the third party beneficiaries thereto without the consent of such persons. SECTION 12.12. Subsidiaries. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that is contemplated to be a Subsidiary of such party on and after the Distribution Date. SECTION 12.13. Third Party Beneficiaries. Except as provided in Section 4.8 and Article XI, this Agreement is

25 SECTION 12.10. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. SECTION 12.11. Termination. This Agreement (including, without limitation, Section 4.8 and Article XI hereof) may be terminated and may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of Corporation without the approval of the shareholders of Corporation. In the event of such termination, no party shall have any liability of any kind to any other party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement in writing signed by the parties; provided, however, that Section 4.8 and Article XI shall not be terminated or amended after the Distribution in respect of the third party beneficiaries thereto without the consent of such persons. SECTION 12.12. Subsidiaries. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that is contemplated to be a Subsidiary of such party on and after the Distribution Date. SECTION 12.13. Third Party Beneficiaries. Except as provided in Section 4.8 and Article XI, this Agreement is solely for the benefit of the parties hereto and their respective Subsidiaries and Affiliates and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. SECTION 12.14. Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. SECTION 12.15. Exhibits and Schedules. The Exhibits and Schedules, if any, shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. SECTION 12.16. GOVERNING LAW. THIS AGREEMENT 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. SECTION 12.17. Consent to Jurisdiction. Without limiting the provisions of Article XII hereof, each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other

26 proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 12.17. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 12.18. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or

26 proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 12.17. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 12.18. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 12.19. Governmental Notices; Cooperation. Notwithstanding anything in this Agreement to the contrary, all actions contemplated herein with respect to Employee Benefit Plans which are to be consummated pursuant to this Agreement shall be subject to such notices to, and/or approvals by, the Service or the PBGC (or any other governmental agency or entity) as are required or deemed appropriate by such Employee Benefit Plan's sponsor. RHD and New D&B agree to use their commercially reasonable efforts to cause all such notices and/or approvals to be filed or obtained, as the case may be. Each party hereto shall reasonably cooperate with the other parties with respect to any government filings, employee notices or any other actions reasonably necessary to maintain and implement the Employee Benefit Plans covered by this Agreement. SECTION 12.20. Further Assurances. From time to time, as and when reasonably requested by any other party hereto, each party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to effect the purposes of this Agreement and the transactions contemplated

27 hereunder.

IN WITNESS WHEREOF, the parties have duly executed and entered into this Agreement, as of the date first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan -------------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor -------------------------------Name: Volney Taylor

27 hereunder.

IN WITNESS WHEREOF, the parties have duly executed and entered into this Agreement, as of the date first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan -------------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor -------------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (the "Agreement") is dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B") (each a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Corporation, acting through its direct and indirect subsidiaries, currently owns various intellectual property rights used in connection with a number of businesses, which businesses are described in the Distribution Agreement dated as of June 30, 1998, between the Corporation and New D&B (the "Distribution Agreement"); and WHEREAS, the Parties hereto have determined that this Agreement is appropriate in order to effectuate the purposes of the Distribution Agreement as described therein, and in order to promote a clear understanding of their respective intellectual property rights subsequent to the execution of said Distribution Agreement and the Distribution (as defined therein) contemplated thereby; NOW, THEREFORE, in consideration of the mutual agreements, undertakings and covenants herein and therein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.01. Except as may be set forth herein, all defined terms shall have the meaning set forth in Article I, Section 1.1 of the Distribution Agreement. Section 1.02. "Infringement" shall mean any infringement, imitation, dilution, distortion, misappropriation or other unauthorized use or conduct in violation or derogation of the rights in question.

IN WITNESS WHEREOF, the parties have duly executed and entered into this Agreement, as of the date first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan -------------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor -------------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (the "Agreement") is dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B") (each a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Corporation, acting through its direct and indirect subsidiaries, currently owns various intellectual property rights used in connection with a number of businesses, which businesses are described in the Distribution Agreement dated as of June 30, 1998, between the Corporation and New D&B (the "Distribution Agreement"); and WHEREAS, the Parties hereto have determined that this Agreement is appropriate in order to effectuate the purposes of the Distribution Agreement as described therein, and in order to promote a clear understanding of their respective intellectual property rights subsequent to the execution of said Distribution Agreement and the Distribution (as defined therein) contemplated thereby; NOW, THEREFORE, in consideration of the mutual agreements, undertakings and covenants herein and therein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.01. Except as may be set forth herein, all defined terms shall have the meaning set forth in Article I, Section 1.1 of the Distribution Agreement. Section 1.02. "Infringement" shall mean any infringement, imitation, dilution, distortion, misappropriation or other unauthorized use or conduct in violation or derogation of the rights in question. Section 1.03. "Intellectual Property" shall mean all intellectual property rights related to the Assets or Businesses of either the Corporation or New D&B as defined in the Distribution Agreement, as they are now or may in future exist or be conducted, including without limitation:

Exhibit 10.4 INTELLECTUAL PROPERTY AGREEMENT This INTELLECTUAL PROPERTY AGREEMENT (the "Agreement") is dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B") (each a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Corporation, acting through its direct and indirect subsidiaries, currently owns various intellectual property rights used in connection with a number of businesses, which businesses are described in the Distribution Agreement dated as of June 30, 1998, between the Corporation and New D&B (the "Distribution Agreement"); and WHEREAS, the Parties hereto have determined that this Agreement is appropriate in order to effectuate the purposes of the Distribution Agreement as described therein, and in order to promote a clear understanding of their respective intellectual property rights subsequent to the execution of said Distribution Agreement and the Distribution (as defined therein) contemplated thereby; NOW, THEREFORE, in consideration of the mutual agreements, undertakings and covenants herein and therein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE I. DEFINITIONS Section 1.01. Except as may be set forth herein, all defined terms shall have the meaning set forth in Article I, Section 1.1 of the Distribution Agreement. Section 1.02. "Infringement" shall mean any infringement, imitation, dilution, distortion, misappropriation or other unauthorized use or conduct in violation or derogation of the rights in question. Section 1.03. "Intellectual Property" shall mean all intellectual property rights related to the Assets or Businesses of either the Corporation or New D&B as defined in the Distribution Agreement, as they are now or may in future exist or be conducted, including without limitation: a. any and all rights, privileges and priorities arising under the laws or treaties of the United States, any state, territory or possession thereof, any other country or political subdivision or territory thereof, or the European Community, relating to intellectual property, including patents, copyrights, trade names, trademarks, service marks, mask works, trade secrets,

2 inventions, databases, names and logos, trade dress, technology, know-how, and other proprietary information and licenses from third persons granting the right to use any of the foregoing, including all registrations and applications for any of the foregoing that have been issued by or filed with the appropriate authorities, any common-law rights arising from the use of the foregoing, any rights commonly known as "industrial property rights" or the "moral rights" of authors relating to the foregoing, all rights of renewal, continuations, divisions, extensions and the like regarding the foregoing and all claims, causes of action, or other rights arising out of or relating to any actual or threatened Infringement by any person relating to the foregoing; b. all computer applications, programs and other software, including without limitation operating software, network software, firmware, middleware, and design software, all design tools, systems documentation and instructions, databases, and related items except to the extent that they may be more specifically addressed in the Data Services Agreement; and c. all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier

2 inventions, databases, names and logos, trade dress, technology, know-how, and other proprietary information and licenses from third persons granting the right to use any of the foregoing, including all registrations and applications for any of the foregoing that have been issued by or filed with the appropriate authorities, any common-law rights arising from the use of the foregoing, any rights commonly known as "industrial property rights" or the "moral rights" of authors relating to the foregoing, all rights of renewal, continuations, divisions, extensions and the like regarding the foregoing and all claims, causes of action, or other rights arising out of or relating to any actual or threatened Infringement by any person relating to the foregoing; b. all computer applications, programs and other software, including without limitation operating software, network software, firmware, middleware, and design software, all design tools, systems documentation and instructions, databases, and related items except to the extent that they may be more specifically addressed in the Data Services Agreement; and c. all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents. Section 1.04. "Intellectual Property Disputes" shall mean any and all controversies, disputes or claims arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the Intellectual Property, including, without limitation, any and all claims based on contract, tort, statute or constitution. ARTICLE II. OWNERSHIP OF INTELLECTUAL PROPERTY. General Principles of Allocation and Recognition Section 2.01. Without limiting any obligation or liability of the Corporation under the Distribution Agreement or any Ancillary Agreement, each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution, the Corporation (or another member of the RHD Group) shall own all right, title and interest in all Intellectual Property that (i) originated primarily with the conduct of the RHD Business or primarily in connection with the RHD Assets; (ii) was obtained by, or exclusively or primarily for the conduct of, the RHD Business or in connection with the RHD Assets; (iii) was developed exclusively or primarily for the conduct of the RHD Business or in connection with the RHD Assets; (iv) arose from funding by, or exclusively or primarily for the benefit of the conduct of, the RHD Business or in connection with the RHD Assets; or (v) as of the Distribution Date is used or held for use exclusively or primarily for the conduct of the RHD Business or in connection with the RHD Assets. If a conflict exists between any of the subsections (i) through (iv) of this Section or Section 2.02 on the one hand and subsection (v) of this Section on the other hand, then subsection (v) of this Section 2.01 shall prevail.

3 Section 2.02. Without limiting any obligation or liability of New D&B under the Distribution Agreement or any Ancillary Agreement, and subject to the provisions set forth in Article III below, each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution, New D&B (or another member of the New D&B Group) shall own all right, title and interest in all Intellectual Property owned by the Corporation or any of its subsidiaries immediately prior to the Distribution other than Intellectual Property described in subsections (i) through (v) of Section 2.01. Section 2.03. Reserved. Section 2.04. Rights Arising in Future. Each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution Date, (i) any and all Intellectual Property created by or on behalf of a Party, including common-law rights related thereto, shall belong solely and exclusively to such Party; and (ii) any and all subsequent ownership, possession and use by each Party of the Intellectual Property that it will own subsequent to the Distribution pursuant to the

3 Section 2.02. Without limiting any obligation or liability of New D&B under the Distribution Agreement or any Ancillary Agreement, and subject to the provisions set forth in Article III below, each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution, New D&B (or another member of the New D&B Group) shall own all right, title and interest in all Intellectual Property owned by the Corporation or any of its subsidiaries immediately prior to the Distribution other than Intellectual Property described in subsections (i) through (v) of Section 2.01. Section 2.03. Reserved. Section 2.04. Rights Arising in Future. Each of the Parties hereto acknowledges, recognizes and agrees that, after the Distribution Date, (i) any and all Intellectual Property created by or on behalf of a Party, including common-law rights related thereto, shall belong solely and exclusively to such Party; and (ii) any and all subsequent ownership, possession and use by each Party of the Intellectual Property that it will own subsequent to the Distribution pursuant to the terms of this Agreement (excluding any possession or use pursuant to license granted by another Party), including common-law rights related thereto, shall inure solely to such Party's own benefit. Section 2.05. No Warranties. Each of the Parties hereto understands and agrees that, except as otherwise expressly provided, no Party hereto is, in this Agreement or in any other agreement or document contemplated by this Agreement or otherwise, making any representation or warranty whatsoever regarding the Intellectual Property, including, without limitation, as to title, value or legal sufficiency. It is also agreed and understood that any and all Intellectual Property assets either transferred or retained by the Parties, as the case may be, shall be "as is, where is". Section 2.06. Recognition of Non-Party Rights. The recognition among the Parties of ownership of Intellectual Property rights under Sections 2.01-2.04 of this Agreement is subject to all pre-existing rights, obligations and restrictions of non-parties to this Agreement as of the Distribution Date. ARTICLE III. FURTHER ASSURANCES AND COOPERATION. Section 3.01. Each Party hereto shall execute and deliver, or cause to be executed and delivered, as and when reasonably requested by any other Party hereto, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other Party may reasonably deem necessary or desirable to effect the purposes of this Agreement and/or to clarify, confirm and/or record the respective ownership rights of the Parties as provided for in this Agreement. Section 3.02. Each Party hereto shall reasonably cooperate with the other Parties with respect to any government filings or any other actions reasonably necessary to maintain, enforce and/or record the rights to the Intellectual Property covered by this Agreement. Section 3.03. Each Party hereto shall, upon the prior written request of another Party, arrange for the provision of appropriate copies of Records in its possession or control (or the originals thereof if the Party making the request has a reasonable need for such originals) created

4 prior to the Distribution Date and relating to the Intellectual Property, as soon as reasonably practicable following the receipt of such request, but only to the extent such items are not already in the possession or control of the requesting Party. ARTICLE IV. INDEMNIFICATION. Section 4.01. Article III of the Distribution Agreement shall govern the rights of the Corporation and New D&B with respect to indemnification for any and all Indemnifiable Losses incurred by any Party related to the Intellectual Property.

4 prior to the Distribution Date and relating to the Intellectual Property, as soon as reasonably practicable following the receipt of such request, but only to the extent such items are not already in the possession or control of the requesting Party. ARTICLE IV. INDEMNIFICATION. Section 4.01. Article III of the Distribution Agreement shall govern the rights of the Corporation and New D&B with respect to indemnification for any and all Indemnifiable Losses incurred by any Party related to the Intellectual Property. ARTICLE V. DISPUTE RESOLUTION. Section 5.01. Article VI of the Distribution Agreement shall govern the rights of the Corporation and New D&B with respect to dispute resolution. The term "Agreement Dispute" in that Article shall be read to include all Intellectual Property Disputes. ARTICLE VI. MISCELLANEOUS. Section 6.01. Complete Agreement; Construction. This Agreement, the Schedules hereto, the Distribution Agreement and the Data Services Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. Other than Sections 2.7, 2.14 and 4.5 of the Distribution Agreement, which shall prevail over any inconsistent or conflicting provisions in this Agreement notwithstanding any other provisions in this Agreement to the contrary, in the event and to the extent that there shall be an inconsistency between the provisions of this Agreement and the provisions of the Distribution Agreement, this Agreement shall prevail. Section 6.02. Other Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Distribution Agreement and/or other Ancillary Agreements. Section 6.03. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Section 6.04. Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date.

5 Section 6.05. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 Telecopy: (914) 933-6899 Attn: Chief Legal Counsel To New D&B:

5 Section 6.05. Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, NY 10577 Telecopy: (914) 933-6899 Attn: Chief Legal Counsel To New D&B: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, NJ 07974 Telecopy: (908) 665-5827 Attn: Chief Legal Counsel Section 6.06. Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party's right to demand strict performance thereafter of that or any other provision hereof. Section 6.07. Amendments. Subject to the terms of Section 6.10 hereof, this Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties hereto. Section 6.08. Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party hereto, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Section 6.09. Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns. Section 6.10. Termination. This Agreement may be terminated and may be amended, modified or abandoned at any time prior to the Distribution by and in the sole discretion of the Corporation without the approval of New D&B or the shareholders of the Corporation. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other person. After the Distribution, this Agreement may not be terminated except by an agreement

6 in writing signed by the Parties. Section 6.11. Subsidiaries. Each of the Parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that is contemplated to be a Subsidiary of such Party on and after the Distribution Date. Section 6.12. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective Subsidiaries and Affiliates and should not be deemed to confer upon third Parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this

6 in writing signed by the Parties. Section 6.11. Subsidiaries. Each of the Parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that is contemplated to be a Subsidiary of such Party on and after the Distribution Date. Section 6.12. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and their respective Subsidiaries and Affiliates and should not be deemed to confer upon third Parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Section 6.13. Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Section 6.14. GOVERNING LAW. THIS AGREEMENT 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. Section 6.15. Consent to Jurisdiction. Without limiting the provisions of Article V hereof, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for he Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.15. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Section 6.16. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan -------------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan -------------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor -------------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.5 SHARED TRANSACTION SERVICES AGREEMENT BETWEEN THE DUN & BRADSTREET CORPORATION AND THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

SHARED TRANSACTION SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between The New Dun & Bradstreet Corporation, a Delaware Corporation ("New D&B") and The Dun & Bradstreet Corporation, a Delaware corporation (the "Corporation"). WITNESSETH: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New D&B, has provided and R.H. Donnelley, Inc. ("RHD"), a subsidiary of the Corporation, has purchased, pursuant to various written and oral agreements, the Services described in this Agreement; and WHEREAS, in order to facilitate the orderly continuation of RHD's business for a transitional period after the Distribution Date and to provide certain services to RHD and the Corporation after the Distribution Date, New D&B, on behalf of Service Provider, has agreed to provide to RHD and the Corporation (collectively, RHD and the Corporation are referred to herein as the "Recipient"), and the Corporation, on behalf of itself and RHD, has

Exhibit 10.5 SHARED TRANSACTION SERVICES AGREEMENT BETWEEN THE DUN & BRADSTREET CORPORATION AND THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

SHARED TRANSACTION SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between The New Dun & Bradstreet Corporation, a Delaware Corporation ("New D&B") and The Dun & Bradstreet Corporation, a Delaware corporation (the "Corporation"). WITNESSETH: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New D&B, has provided and R.H. Donnelley, Inc. ("RHD"), a subsidiary of the Corporation, has purchased, pursuant to various written and oral agreements, the Services described in this Agreement; and WHEREAS, in order to facilitate the orderly continuation of RHD's business for a transitional period after the Distribution Date and to provide certain services to RHD and the Corporation after the Distribution Date, New D&B, on behalf of Service Provider, has agreed to provide to RHD and the Corporation (collectively, RHD and the Corporation are referred to herein as the "Recipient"), and the Corporation, on behalf of itself and RHD, has agreed to purchase from Service Provider, the Services described in this Agreement. NOW, THEREFORE, in consideration of the agreements set forth below, it is agreed as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. The following defined terms shall have the meanings specified below: (1) "Additional Services" shall mean those services, in addition to the Services, requested by Recipient pursuant to Section 3.2. (2) "Agreement" shall have the meaning set forth in the Heading. (3) "Agreement Date" shall have the meaning set forth in the preamble. (4) "Alternative Provider" shall mean any alternative external service provider selected by Recipient for the provision of services similar to the Services following the expiration or termination of this Agreement. (5) "Corporation" shall have the meaning set forth in the preamble. (6) "Distribution" shall have the meaning set forth in the Recitals.

SHARED TRANSACTION SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between The New Dun & Bradstreet Corporation, a Delaware Corporation ("New D&B") and The Dun & Bradstreet Corporation, a Delaware corporation (the "Corporation"). WITNESSETH: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New D&B, has provided and R.H. Donnelley, Inc. ("RHD"), a subsidiary of the Corporation, has purchased, pursuant to various written and oral agreements, the Services described in this Agreement; and WHEREAS, in order to facilitate the orderly continuation of RHD's business for a transitional period after the Distribution Date and to provide certain services to RHD and the Corporation after the Distribution Date, New D&B, on behalf of Service Provider, has agreed to provide to RHD and the Corporation (collectively, RHD and the Corporation are referred to herein as the "Recipient"), and the Corporation, on behalf of itself and RHD, has agreed to purchase from Service Provider, the Services described in this Agreement. NOW, THEREFORE, in consideration of the agreements set forth below, it is agreed as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. The following defined terms shall have the meanings specified below: (1) "Additional Services" shall mean those services, in addition to the Services, requested by Recipient pursuant to Section 3.2. (2) "Agreement" shall have the meaning set forth in the Heading. (3) "Agreement Date" shall have the meaning set forth in the preamble. (4) "Alternative Provider" shall mean any alternative external service provider selected by Recipient for the provision of services similar to the Services following the expiration or termination of this Agreement. (5) "Corporation" shall have the meaning set forth in the preamble. (6) "Distribution" shall have the meaning set forth in the Recitals.

2 (7) "Distribution Agreement" shall mean the Distribution Agreement dated as of June 30, 1998, between the Corporation and New D&B. (8) "Distribution Date" shall mean the date on which the Distribution is made under the Distribution Agreement. (9) "Fees" shall mean those charges for the Services set forth in Schedule B. (10) "New D&B" shall have the meaning set forth in the preamble. (11) "Parties" shall mean Service Provider and Recipient, collectively. (12) "Party" shall mean either of Service Provider or Recipient, as the case may be.

2 (7) "Distribution Agreement" shall mean the Distribution Agreement dated as of June 30, 1998, between the Corporation and New D&B. (8) "Distribution Date" shall mean the date on which the Distribution is made under the Distribution Agreement. (9) "Fees" shall mean those charges for the Services set forth in Schedule B. (10) "New D&B" shall have the meaning set forth in the preamble. (11) "Parties" shall mean Service Provider and Recipient, collectively. (12) "Party" shall mean either of Service Provider or Recipient, as the case may be. (13) "Recipient" shall have the meaning set forth in the Recitals. (14) "Recipient Data" shall mean all data or information supplied by Recipient to Service Provider for processing or transmission in connection with the Services. (15) "RHD" shall have the meaning set forth in the Recitals. (16) "Service Provider" shall have the meaning set forth in the Recitals. (17) "Service Provider Service Location" shall mean any Service Provider service location from which Service Provider provides or performs the Services. The Service Provider Service Locations as of the Agreement Date are located at Shelton, Connecticut, New York, New York, Allentown, Pennsylvania, Berkeley Heights, New Jersey and Murray Hill, New Jersey. (18) "Service" shall mean the Shared Transaction Services. (19) "Shared Transaction Services" shall mean the services described in Schedule A. (20) "Term" shall have the meaning set forth in Article 2. 1.2 References. In this Agreement and the Schedules to this Agreement: (1) the Schedules to this Agreement shall be incorporated in and deemed part of this Agreement and all references to this Agreement shall include the Schedules to this Agreement; and (2) references to the word "including" or the phrase "e.g." in this Agreement shall mean "including, without limitation". 1.3 Headings. The article and section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

3 1.4 Interpretation of Documents. In the event of a conflict between this Agreement and the terms of any of the Schedules, the terms of this Agreement shall prevail. ARTICLE 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the Distribution Date and shall continue until all services to be provided hereunder have been completed (the "Term"), unless terminated earlier pursuant to Section 13.1. ARTICLE 3. SERVICES.

3 1.4 Interpretation of Documents. In the event of a conflict between this Agreement and the terms of any of the Schedules, the terms of this Agreement shall prevail. ARTICLE 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the Distribution Date and shall continue until all services to be provided hereunder have been completed (the "Term"), unless terminated earlier pursuant to Section 13.1. ARTICLE 3. SERVICES. 3.1 Services. Service Provider shall provide to Recipient, and Recipient shall purchase from Service Provider, the Shared Transaction Services. The Services shall be of substantially the same type, quantity, quality and utilization levels and provided with substantially the same degree of care and diligence as such services had been provided to Recipient during the period prior to the Distribution Date. 3.2 Additional Services. In the event that Recipient desires to receive Additional Services or requires an increase in volume of Services, Recipient shall notify Service Provider. If Service Provider agrees to provide Additional Services or to an increase in volume of Services and the parties agree on the terms applicable thereto, Service Provider and Recipient shall execute a written amendment to this Agreement setting forth any additional terms and conditions applicable thereto, including any additional fees. ARTICLE 4. RECIPIENT OBLIGATIONS. 4.1 Generally. Recipient shall: (1) comply with any reasonable instructions provided by Service Provider that are necessary for Service Provider to adequately provide the Services; (2) comply with all standards and procedures applicable to the Service Provider Service Location; (3) promptly report any operational or system problem to Service Provider; and (4) maintain a business recovery plan detailing the requirements of Recipient in the event of the occurrence of a disaster affecting the Services and periodically test such plan. 4.2 Associated Equipment. Recipient shall maintain and be responsible for all costs (including personnel, maintenance and repair) associated with communications equipment (including terminals, communications hardware, modems and telephone lines) that Recipient owns or operates and that are not located at the Service Provider Service Location necessary to provide the Services or to transmit the Recipient Data for processing at the Service Provider Service Location.

4 4.3 Security. Recipient shall ensure that user accounts shall only be used by the person for whom such account was created or other authorized personnel. Recipient shall promptly inform Service Provider of any individual who is no longer authorized to use the Services. ARTICLE 5. PROPRIETARY RIGHTS. 5.1 Exclusive Property. All software and hardware used by Service Provider to provide the Services is, or shall be, and shall remain, the exclusive property of Service Provider or its third party licensor and Recipient shall have no rights or interests in same. 5.2 Third-Party Licenses. With regard to any software used by Service Provider to provide the Services, in the event that any licensor of such software to Service Provider does not permit Service Provider to use such software or any portion thereof to provide the Services, Recipient shall obtain a license for such software at its

4 4.3 Security. Recipient shall ensure that user accounts shall only be used by the person for whom such account was created or other authorized personnel. Recipient shall promptly inform Service Provider of any individual who is no longer authorized to use the Services. ARTICLE 5. PROPRIETARY RIGHTS. 5.1 Exclusive Property. All software and hardware used by Service Provider to provide the Services is, or shall be, and shall remain, the exclusive property of Service Provider or its third party licensor and Recipient shall have no rights or interests in same. 5.2 Third-Party Licenses. With regard to any software used by Service Provider to provide the Services, in the event that any licensor of such software to Service Provider does not permit Service Provider to use such software or any portion thereof to provide the Services, Recipient shall obtain a license for such software at its own cost (which permits Service Provider to use such software to provide the Services), Service Provider shall reduce the Fees to reflect such reduction in its costs, or in the event that Service Provider itself obtains the right to use such software to provide the services, Service Provider shall have the right to increase the Fees to reflect any increase in its costs, and Service Provider shall not be responsible for the loss of the right to use such software to provide the Services or for any failure or delay of Recipient in procuring such license provided that Service Provider gives notice to Recipient and reasonably assists Recipient in procuring such license. ARTICLE 6. DATA 6.1 Form of Data. All data submitted by Recipient to Service Provider in connection with the Services shall be in the form substantially similar to that submitted before the Distribution date, unless otherwise agreed to in writing by the parties. 6.2 Ownership of Data. The Recipient Data is and shall remain the property of Recipient or its customers. 6.3 Ownership of Media. Unless furnished to Service Provider by Recipient, all media upon which Recipient Data is stored is and shall remain the property of Service Provider. Recipient may, upon Service Provider's consent, (1) provide Service Provider with a replacement for the media upon which the Recipient Data is stored or (2) purchase such media from Service Provider at the price specified by Service Provider. 6.4 Responsibility for Data. Recipient is responsible from the Agreement Date for (1) the accuracy and completeness of the data submitted by Recipient in connection with the Services and (2) any errors in and with respect to data obtained from Service Provider because of any inaccurate or incomplete data submitted by Recipient to Service Provider. ARTICLE 7. FEES 7.1 Fees. Recipient shall pay to Service Provider the fees set forth in Schedule B in respect of each of the Services.

5 7.2 Time of Payment. The Fees shall be paid by Recipient as set forth on Schedule B. 7.3 Taxes. Recipient shall pay any value-added tax and any tariff, duty, export or import fee, sales tax, use tax, service tax or other tax or charge subsequently imposed by any government or government agency on Recipient or Service Provider with respect to the Services or the execution or performance of this Agreement. 7.4 Late Payments. Any fees or payments owing to Service Provider pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by Service Provider or its affiliates) shall bear interest at the rate of one and one-half (1-1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Service Provider.

5 7.2 Time of Payment. The Fees shall be paid by Recipient as set forth on Schedule B. 7.3 Taxes. Recipient shall pay any value-added tax and any tariff, duty, export or import fee, sales tax, use tax, service tax or other tax or charge subsequently imposed by any government or government agency on Recipient or Service Provider with respect to the Services or the execution or performance of this Agreement. 7.4 Late Payments. Any fees or payments owing to Service Provider pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by Service Provider or its affiliates) shall bear interest at the rate of one and one-half (1-1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Service Provider. ARTICLE 8. CONFIDENTIALITY. Each of the Parties shall not use or permit the use of (without the prior consent of the other) and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control, except to the extent that (1) such information has been in the public domain through no fault of such Party or (2) such information has been later lawfully acquired from other sources by such Party or (3) this Agreement or any other agreement entered into pursuant to this Agreement permits the use or disclosure of such information, to the extent such information (a) relates to the period up to the Distribution Date or (b) is obtained in the course of providing or receiving the Services pursuant to this Agreement, and each Party shall not (without the prior consent of the other) otherwise release or disclose such information to any other person, except such Party's auditors and attorneys, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by law and such Party has used commercially reasonable efforts to consult with the other Party prior to such disclosure. ARTICLE 9. INDEMNITY. Each Party agrees to indemnify and hold harmless the other Party in respect of all claims, costs, expenses, damages and liabilities (including reasonable attorney's fees) arising from the gross negligence or willful misconduct of the employees, agents or other representatives of the indemnifying Party after the Agreement Date or the breach of such Party's covenants or other obligations under this Agreement. In no event shall either Party have any liability to the other Party for any claims, losses, damages, judgments, costs or expenses which the other Party may suffer or incur as a result of injuries to personnel of such other Party or loss or theft or damage to any personal property of such other Party at the Service Provider Service Location, except as provided in the foregoing sentence. ARTICLE 10. DISCLAIMER AND LIMITATION OF LIABILITY. 10.1 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SERVICES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF

6 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.2 Limitation of Liability. Recipient acknowledges that the Services are provided by Service Provider (1) at the request of Recipient in order to accommodate the Distribution, (2) at Service Provider's cost and that no profit is being made by Service Provider and (3) with the expectation that Service Provider is not assuming any financial or operational risks, including those usually assumed by a service provider. Accordingly, Recipient agrees that Service Provider shall not be liable for any direct, indirect, special, incidental, consequential or other damages, of any nature whatsoever, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims relating to the Services or Service Provider's performance under this Agreement. ARTICLE 11. DISPUTE RESOLUTION.

6 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.2 Limitation of Liability. Recipient acknowledges that the Services are provided by Service Provider (1) at the request of Recipient in order to accommodate the Distribution, (2) at Service Provider's cost and that no profit is being made by Service Provider and (3) with the expectation that Service Provider is not assuming any financial or operational risks, including those usually assumed by a service provider. Accordingly, Recipient agrees that Service Provider shall not be liable for any direct, indirect, special, incidental, consequential or other damages, of any nature whatsoever, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims relating to the Services or Service Provider's performance under this Agreement. ARTICLE 11. DISPUTE RESOLUTION. 11.1 Procedure. Any disputes arising out of or in connection with this Agreement shall be settled in accordance with the dispute resolution mechanisms set forth in Article VI and Section 8.17 of the Distribution Agreement. 11.2 Continuity of Services and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide the Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this Article 12 with respect to all matters not subject to such dispute, controversy or claim. ARTICLE 12. CONTINUED PROVISION OF SERVICES. 12.1 Force Majeure. Service Provider shall not be in default of its obligations hereunder for any delays or failure in performance resulting from any cause or circumstance beyond the reasonable control of Service Provider, provided that Service Provider exercises commercially reasonable efforts to perform its obligations in a timely manner. If any such occurrence prevents Service Provider from providing any of the Services, Service Provider shall cooperate with Recipient in obtaining, at Recipient's sole expense, an alternative source for the affected Services, and Recipient shall be released from any payment obligation to Service Provider in respect of such Services during the period of such force majeure. 12.2 Disaster Recovery. Service Provider shall maintain a disaster recovery policy in accordance with Schedule A. Upon the occurrence of a disaster affecting the Services, Service Provider shall implement the disaster recovery policy and Recipient shall be responsible for its proportionate share of any fees incurred by Service Provider in connection with implementing the disaster recovery policy. ARTICLE 13. TERMINATION. 13.1 For Convenience. Recipient may terminate this Agreement at any time during the Term upon ninety (90) days' notice to Service Provider. 13.2 Effect of Termination. Upon the termination of this Agreement pursuant to Section 13.1, Recipient shall pay to Service Provider, no later than the effective date of such

7 termination, the balance of the Fees due for the Term, together with any incremental costs related to such termination. ARTICLE 14. TERMINATION ASSISTANCE SERVICES. Upon the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient and for a period up to (a) sixty (60) days prior to the expiration or the effective date of termination of this Agreement and (b) thirty (30) days following the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall use reasonable efforts to cooperate, at Recipient's expense (which shall not be greater than Service Provider's costs related thereto), with (i) the Alternative Provider or (ii) Recipient, in connection with the

7 termination, the balance of the Fees due for the Term, together with any incremental costs related to such termination. ARTICLE 14. TERMINATION ASSISTANCE SERVICES. Upon the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient and for a period up to (a) sixty (60) days prior to the expiration or the effective date of termination of this Agreement and (b) thirty (30) days following the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall use reasonable efforts to cooperate, at Recipient's expense (which shall not be greater than Service Provider's costs related thereto), with (i) the Alternative Provider or (ii) Recipient, in connection with the transfer of the Services and the Recipient Data, from Service Provider to the facilities of (x) the Alternative Provider or (y) Recipient, as requested by Recipient. ARTICLE 15. MISCELLANEOUS PROVISIONS. 15.1 No Waivers. No failure on the part of either Party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise by a Party of any right or remedy hereunder preclude any other right or remedy or further exercise thereof or the exercise of any other right. 15.2 Consents, Approvals and Requests. Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement. 15.3 Partial Invalidity. In the event any of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired. 15.4 Notices. All notices, designations, approvals, consents, requests, acceptances, rejections or other communications required or permitted by this Agreement shall be in writing and shall be sent via telecopy to the telecopy number specified below. A copy of any such notice shall also be sent by registered express air mail on the date such notice is transmitted by telecopy to the address specified below: If to Service Provider: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 Telecopy No.: (908) 665-5827 Attention: Chief Legal Counsel If to Recipient:

8 R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy No.: (914) 933-6899 Attention: Chief Legal Counsel Any Party may at any time, by notice to the other Party transmitted or sent in the manner described above, change the address or telecopy number to which communications to it are to be sent.

8 R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy No.: (914) 933-6899 Attention: Chief Legal Counsel Any Party may at any time, by notice to the other Party transmitted or sent in the manner described above, change the address or telecopy number to which communications to it are to be sent. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. 15.5 Relationship. The performance by Service Provider of its duties and obligations under this Agreement shall be that of an independent contractor and nothing herein contained shall create or imply an agency relationship between the Parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the Parties. THE NEW DUN & BRADSTREET CORPORATION. 15.6 GOVERNING LAW. THIS AGREEMENT 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. 15.7 Covenant of Further Assurances. The Parties covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of the Parties will execute and deliver any further legal instruments and perform any acts which are or may become reasonably necessary to effectuate this Agreement. 15.8 Assignment. This Agreement may not be assigned by either Party, other than to an affiliate of such Party or pursuant to a corporate reorganization or merger, without the consent of the other Party. Any assignment in contravention of this Section 15.8 shall be void. 15.9 Entire Understanding. This Agreement represents the entire understanding of the Parties with respect to the Services and supersedes all previous writings, correspondence and memoranda with respect thereto, and no representations, warranties, agreements or covenants, express or implied, of any kind or character whatsoever with respect to such subject matter have been made by either Party to the other, except as herein expressly set forth. 15.10 Successors. Subject to the restrictions on assignment set forth in Section 15.8, this Agreement shall be binding upon and inure to the benefit of and be enforceable against the Parties hereto and their respective successors and assigns. 15.11 Amendments. This Agreement can be modified or amended only by a written amendment executed by both Parties. 15.12 Survival. The provisions of Article 5, Article 8, Article 9, Article 10, Article 11, Article 14, Section 6.2, Section 6.3, Section 7.2, Section 13.2, Section 15.6, this Section 15.12 and Section 15.14 shall survive the expiration or termination of this Agreement. 15.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

15.14 Good Faith and Fair Dealing. Each Party hereby agrees that its performance of all obligations and exercise of all rights under this Agreement shall be governed by the fundamental principles of good faith and fair dealing. 15.15 Third Party Beneficiaries. Each Party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than Recipient and Service Provider.

15.14 Good Faith and Fair Dealing. Each Party hereby agrees that its performance of all obligations and exercise of all rights under this Agreement shall be governed by the fundamental principles of good faith and fair dealing. 15.15 Third Party Beneficiaries. Each Party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than Recipient and Service Provider. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ---------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ---------------------------Name: Frank R. Noonan Title: Senior Vice President

Exhibit 10.6 DATA SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

DATA SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between THE DUN & BRADSTREET CORPORATION (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION ("New D&B"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New

Exhibit 10.6 DATA SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

DATA SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between THE DUN & BRADSTREET CORPORATION (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION ("New D&B"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New D&B, has provided and R.H. Donnelley, Inc. ("Recipient"), a subsidiary of the Corporation, has purchased, pursuant to various written and oral agreements, the Services described in this Agreement; and WHEREAS, in order to facilitate the orderly continuation of Recipient's business for a transitional period after the Distribution Date, New D&B, on behalf of Service Provider, has agreed to provide to Recipient, and the Corporation, on behalf of Recipient, has agreed to purchase from Service Provider, the Services described in this Agreement. NOW, THEREFORE, in consideration of the agreements as set forth below, it is agreed as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. The following defined terms shall have the meanings specified below: (1) "Agreement" shall have the meaning set forth in the Heading. (2) "Agreement Date" shall have the meaning set forth in the Heading. (3) "Alternative Provider" shall mean any alternative external service provider selected by Recipient for the provision of services similar to the Services following the expiration or termination of this Agreement. (4) "Corporation" shall have the meaning set forth in the preamble. (5) "Data Center" shall mean Service Provider's data center located at Berkeley Heights, New Jersey and any successor location. (6) "Data Processing Services" shall mean the data processing services described in Schedule A.

DATA SERVICES AGREEMENT (this "Agreement"), dated as of June 30, 1998 (the "Agreement Date"), by and between THE DUN & BRADSTREET CORPORATION (the "Corporation") and THE NEW DUN & BRADSTREET CORPORATION ("New D&B"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Corporation has determined that it is appropriate, desirable and in the best interests of the holders of shares of common stock, par value $1.00 per share, of Corporation ("Corporation Common Stock"), to take certain steps to reorganize Corporation's subsidiaries and businesses and then to distribute to the holders of the Corporation Common Stock all the outstanding shares of common stock of New D&B (the "Distribution"); WHEREAS, prior to the Distribution Date, Dun & Bradstreet, Inc. ("Service Provider") a subsidiary of New D&B, has provided and R.H. Donnelley, Inc. ("Recipient"), a subsidiary of the Corporation, has purchased, pursuant to various written and oral agreements, the Services described in this Agreement; and WHEREAS, in order to facilitate the orderly continuation of Recipient's business for a transitional period after the Distribution Date, New D&B, on behalf of Service Provider, has agreed to provide to Recipient, and the Corporation, on behalf of Recipient, has agreed to purchase from Service Provider, the Services described in this Agreement. NOW, THEREFORE, in consideration of the agreements as set forth below, it is agreed as follows: ARTICLE 1. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. The following defined terms shall have the meanings specified below: (1) "Agreement" shall have the meaning set forth in the Heading. (2) "Agreement Date" shall have the meaning set forth in the Heading. (3) "Alternative Provider" shall mean any alternative external service provider selected by Recipient for the provision of services similar to the Services following the expiration or termination of this Agreement. (4) "Corporation" shall have the meaning set forth in the preamble. (5) "Data Center" shall mean Service Provider's data center located at Berkeley Heights, New Jersey and any successor location. (6) "Data Processing Services" shall mean the data processing services described in Schedule A.

2 (7) "Distribution" shall have the meaning set forth in the Recitals. (8) "Distribution Agreement" shall mean the Distribution Agreement, dated as of June 30, 1998, between the Corporation and New D&B. (9) "Distribution Date" shall mean the date on which the Distribution is made under the Distribution Agreement. (10) "Fees" shall mean those charges for the Services set forth in Schedule D. (11) "New D&B" shall have the meaning set forth in the preamble. (12) "Recipient" shall have the meaning set forth in the Recitals. (13) "Recipient Data" shall mean all data or information supplied by Recipient to Service Provider for processing

2 (7) "Distribution" shall have the meaning set forth in the Recitals. (8) "Distribution Agreement" shall mean the Distribution Agreement, dated as of June 30, 1998, between the Corporation and New D&B. (9) "Distribution Date" shall mean the date on which the Distribution is made under the Distribution Agreement. (10) "Fees" shall mean those charges for the Services set forth in Schedule D. (11) "New D&B" shall have the meaning set forth in the preamble. (12) "Recipient" shall have the meaning set forth in the Recitals. (13) "Recipient Data" shall mean all data or information supplied by Recipient to Service Provider for processing or transmission in connection with the Services. (14) "Recipient Software" shall mean the software and related documentation owned or licensed by Recipient as set forth on Schedule C. (15) "Service Provider" shall have the meaning set forth in the Recitals. (16) "Service Provider Software" shall mean the software and related documentation (a) owned, acquired or developed by Service Provider that is used in connection with the provision of the Services or (b) licensed or leased by Service Provider from a third party which is used in connection with the provision of the Services. The Service Provider Software is set forth in Schedule E. (17) "Services" shall mean the Data Processing Services. (18) "Term" shall have the meaning set forth in Article 2. 1.2 References. In this Agreement and the Schedules to this Agreement: (1) the Schedules to this Agreement shall be incorporated in and deemed part of this Agreement and all references to this Agreement shall include the Schedules to this Agreement; and (2) references to the word "including" or the phrase "e.g." in this Agreement shall mean "including, without limitation". 1.3 Headings. The article and section headings and the table of contents are for reference and convenience only and shall not be considered in the interpretation of this Agreement. 1.4 Interpretation of Documents. In the event of a conflict between this Agreement and the terms of any of the Schedules, the terms of this Agreement shall prevail.

3 ARTICLE 2. TERM OF AGREEMENT The term of this Agreement shall commence on the Distribution Date and shall continue until 12:00 midnight (Eastern Standard Time) on March 31, 1999 (the "Term"), unless extended as set forth below or terminated earlier pursuant to Section 14.1. Subject to Schedule D, Recipient may extend the term of this Agreement through 12:00 midnight (Eastern Standard Time) on December 31, 1999 (the "Extended Term") by giving notice to Service Provider no later than January 1, 1999. ARTICLE 3. SERVICES

3 ARTICLE 2. TERM OF AGREEMENT The term of this Agreement shall commence on the Distribution Date and shall continue until 12:00 midnight (Eastern Standard Time) on March 31, 1999 (the "Term"), unless extended as set forth below or terminated earlier pursuant to Section 14.1. Subject to Schedule D, Recipient may extend the term of this Agreement through 12:00 midnight (Eastern Standard Time) on December 31, 1999 (the "Extended Term") by giving notice to Service Provider no later than January 1, 1999. ARTICLE 3. SERVICES Service Provider shall provide to Recipient, and Recipient shall purchase from Service Provider the Data Processing Services described in Schedule A. The Services shall be provided with substantially the same degree of care and diligence as such services had been provided to Recipient during the period prior to the Distribution Date. The Services shall be provided at the levels of service set forth in Schedule B. ARTICLE 4. RECIPIENT OBLIGATIONS 4.1 Recipient Software. With respect to the Recipient Software, Recipient shall: (1) maintain the Recipient Software and operational features at the same level that was provided immediately prior to the Distribution Date, and shall receive maintenance services from those third party service providers that provided maintenance services to Recipient immediately prior to the Distribution Date; and (2) upon notice from Service Provider (which notice shall include Service Provider's estimate of the costs, if any, of the enhancement or modification) as soon as possible after it has been determined that an enhancement or modification is necessary, but in any event upon at least thirty (30) days' notice, enhance or modify such Recipient Software and operational features as may be necessary to remain compatible with any systems used by Service Provider in connection with the Services; provided, however, in the event such enhancement or modification results in Service Provider incurring any incremental expense or providing any additional resources, Recipient shall be responsible for the payment of such incremental expense or the costs of such additional resources. 4.2 Generally. Recipient shall: (1) comply with any reasonable instructions provided by Service Provider that are necessary for Service Provider to adequately provide the Services; (2) comply with all standards and procedures applicable to the Data Center;

4 (3) promptly report any operational or system problem to Service Provider; (4) maintain a business recovery plan detailing the requirements of Recipient in the event of the occurrence of a disaster affecting the Services and periodically test such plan. 4.3 Associated Equipment. Recipient shall maintain and be responsible for all costs (including personnel, maintenance and repair) associated with communications equipment (including terminals, communications hardware, modems and telephone lines) that Recipient owns or operates and that is not located at the Data Center necessary to provide the Services or to transmit the Recipient Data for processing at the Data Center. 4.4 Security. Recipient shall ensure that user accounts shall only be used by the person for whom such account was created or other authorized personnel. Recipient shall promptly inform Service Provider of any individual who is no longer authorized to use the Services. ARTICLE 5. PROPRIETARY RIGHTS

4 (3) promptly report any operational or system problem to Service Provider; (4) maintain a business recovery plan detailing the requirements of Recipient in the event of the occurrence of a disaster affecting the Services and periodically test such plan. 4.3 Associated Equipment. Recipient shall maintain and be responsible for all costs (including personnel, maintenance and repair) associated with communications equipment (including terminals, communications hardware, modems and telephone lines) that Recipient owns or operates and that is not located at the Data Center necessary to provide the Services or to transmit the Recipient Data for processing at the Data Center. 4.4 Security. Recipient shall ensure that user accounts shall only be used by the person for whom such account was created or other authorized personnel. Recipient shall promptly inform Service Provider of any individual who is no longer authorized to use the Services. ARTICLE 5. PROPRIETARY RIGHTS 5.1 Recipient Software. Recipient shall grant a non-exclusive, nontransferable, royalty-free right for Service Provider, solely in connection with providing the Services, to (1) have access to and operate the Recipient Software and (2) use any other hardware, software and documentation owned by Recipient that is necessary to allow Service Provider to perform the Services. Recipient represents and warrants that it has obtained or will obtain all consents or approvals necessary in connection with Service Provider's use of the Recipient Software, the Licensed Documentation and any other such hardware, software and documentation. 5.2 Service Provider Software. All Service Provider Software is, or shall be, and shall remain, the exclusive property of Service Provider or its third party licensor and Recipient shall have no rights or interests to the Service Provider Software. Service Provider represents and warrants that it has obtained or will obtain all consents or approvals necessary in connection with Service Provider's use of the Service Provider Software to provide the Services. Notwithstanding the foregoing, in connection with Software licensed from IBM, Service Provider acknowledges that it has been verbally advised by IBM that the Service Provider Software provided by IBM may be used by Service Provider to provide the Services. However, if IBM or any other licensor of Service Provider Software no longer permits Service Provider to use the Service Provider Software or any portion thereof to provide the Services, Recipient shall obtain a license for such software at its own cost (which permits Service Provider to use such software to provide the Services), Service Provider shall reduce the Fees to reflect such reduction in its costs and Service Provider shall not be responsible for the loss of the right to use such software to provide the Services or for any failure or delay of Recipient in procuring such license provided that Service Provider gives notice to Recipient and reasonably assists Recipient in procuring such license. If Recipient's use of Service Provider Software no longer qualifies for consideration under IBM's "parallel sysplex pricing program" as part of Service Provider's agreement with IBM, Recipient will either pay to Service Provider the resulting increase in cost to Service Provider or obtain a license for such software at its own cost (which permits Service Provider to use such software to provide the Services) and in the latter event Service Provider shall reduce the Fees to reflect the reduction in its costs. If Recipient's use of any Service Provider Software results in the imposition of any "multiversion charges", then

5 Recipient shall pay to Service Provider the resulting increase in cost. ARTICLE 6. DATA 6.1 Form of Data. All data submitted by Recipient to Service Provider in connection with the Services shall be in the form substantially similar to that submitted before the Distribution Date, unless otherwise agreed to in writing by the parties. 6.2 Ownership of Data. The Recipient Data is and shall remain the property of Recipient or its customers. 6.3 Ownership of Media. All media upon which Recipient Data is stored is and shall remain the property of

5 Recipient shall pay to Service Provider the resulting increase in cost. ARTICLE 6. DATA 6.1 Form of Data. All data submitted by Recipient to Service Provider in connection with the Services shall be in the form substantially similar to that submitted before the Distribution Date, unless otherwise agreed to in writing by the parties. 6.2 Ownership of Data. The Recipient Data is and shall remain the property of Recipient or its customers. 6.3 Ownership of Media. All media upon which Recipient Data is stored is and shall remain the property of Recipient. In the event additional media is needed, it shall be obtained by Recipient, and be the property of Recipient or its lessor. 6.4 Responsibility for Data. Recipient is responsible from the Agreement Date for (1) the accuracy and completeness of the data submitted by Recipient in connection with the Services and (2) any errors in and with respect to data obtained from Service Provider because of any inaccurate or incomplete data submitted by Recipient to Service Provider. ARTICLE 7. FEES 7.1 Fees. Recipient shall pay to Service Provider the fees set forth in Schedule D in respect of each of the Services. 7.2 Time of Payment. The Fees shall be paid by Recipient monthly in arrears on or before the first business day immediately following the end of each whole or partial calendar month of the Term or the Extended Term, as the case may be. 7.3 Additional Services. In the event that Recipient believes that its use of a Service will increase above that set forth in Schedule A or in Schedule B for such Service, then Recipient shall notify Service Provider of the need for such an increase. Service Provider shall then determine whether any additional hardware or software is necessary in order for Service Provider to provide the Service and any additional Fees that Service Provider will charge for such additional Service. In the event that the parties agree that such additional Service shall be provided, then, in the event that additional hardware or software is required, (1) Recipient shall acquire, and provide to Service Provider, such additional hardware or software (and the right for Service Provider to use same to provide the Services) and Recipient shall pay to the supplier or third party lessor or licensor, as may be applicable, the purchase or lease fees in respect of such additional hardware or software and (2) Service Provider shall implement the agreed-upon increase to the Fees. 7.4 Taxes. Recipient shall pay any value-added tax and any tariff, duty, export or import fee, sales tax, use tax, service tax or other tax or charge subsequently imposed by any government or government agency on Recipient or Service Provider with respect to the Services or the execution or performance of this Agreement.

6 7.5 Late Payments. Any undisputed fees or payments owing to Service Provider pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by Service Provider or its affiliates) shall bear interest at the rate of one and one-half (1 1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Service Provider. ARTICLE 8. AUDITS No more than one (1) time during the Term of this Agreement and one (1) additional time during any Extended Term, Recipient shall have the right during normal business hours and upon reasonable advance notice (but not less than thirty (30) days' notice), to review the computer printouts and

6 7.5 Late Payments. Any undisputed fees or payments owing to Service Provider pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by Service Provider or its affiliates) shall bear interest at the rate of one and one-half (1 1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by Service Provider. ARTICLE 8. AUDITS No more than one (1) time during the Term of this Agreement and one (1) additional time during any Extended Term, Recipient shall have the right during normal business hours and upon reasonable advance notice (but not less than thirty (30) days' notice), to review the computer printouts and reports and other records of Service Provider to the extent such books and records relate to the provision by Service Provider of the Services. Any such review shall be conducted at Recipient's sole expense. ARTICLE 9. CONFIDENTIALITY Each of the Parties shall not use or permit the use of (without the prior consent of the other) and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other Party in its possession, its custody or under its control (except to the extent that (1) such information has been in the public domain through no fault of such Party or (2) such information has been later lawfully acquired from other sources by such Party or (3) this Agreement or any other agreement entered into pursuant to this Agreement permits the use or disclosure of such information) to the extent such information (a) relates to the period up to the Distribution Date or (b) is obtained in the course of providing or receiving the Services pursuant to this Agreement, and each Party shall not (without the prior consent of the other) otherwise release or disclose such information to any other person, except such Party's auditors and attorneys, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by law and such Party has used commercially reasonable efforts to consult with the other Party prior to such disclosure. ARTICLE 10. INDEMNITY 10.1 Subject to Section 5.2, Service Provider shall indemnify and hold harmless Recipient in respect of all claims, costs, expenses, damages and liabilities (including reasonable attorneys' fees) arising from any claim by a third party licensor that the Service Provider Software made available to Recipient by Service Provider infringes such third party's proprietary rights. 10.2 Recipient shall indemnify and hold harmless Service Provider in respect of all claims, costs, expenses, damages and liabilities (including reasonable attorneys' fees) arising from any claim by a third party licensor that the Recipient Software made available to Service Provider by Recipient infringes such third party's proprietary rights or otherwise for a breach of Section 5.1.

7 ARTICLE 11. DISCLAIMER AND LIMITATION OF LIABILITY 11.1 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SERVICES, THE RECIPIENT SOFTWARE AND THE SERVICE PROVIDER SOFTWARE, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.2 Limitation of Liability. Neither of the parties shall be liable to the other (or any claiming under or through the other) for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims relating to the Services or a Party's performance under this Agreement regardless of the form of action (including negligence). Except as may arise as a result of a party's gross negligence or willful misconduct, and as set forth in Section 10 above, each party's liability for direct damages arising in connection with its performance or failure to perform under this Agreement shall in no event

7 ARTICLE 11. DISCLAIMER AND LIMITATION OF LIABILITY 11.1 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SERVICES, THE RECIPIENT SOFTWARE AND THE SERVICE PROVIDER SOFTWARE, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.2 Limitation of Liability. Neither of the parties shall be liable to the other (or any claiming under or through the other) for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or for any third party claims relating to the Services or a Party's performance under this Agreement regardless of the form of action (including negligence). Except as may arise as a result of a party's gross negligence or willful misconduct, and as set forth in Section 10 above, each party's liability for direct damages arising in connection with its performance or failure to perform under this Agreement shall in no event exceed three (3) months' Fees hereunder. 11.3 Acknowledgement. Recipient acknowledges that Recipient has licensed, purchased or selected the Recipient Software and Service Provider Software and the hardware upon which such software is installed to be used by Service Provider in the provision of the Services, or directed Service Provider to use same. Service Provider shall have no obligation to determine whether or not the Recipient Software and Service Provider Software and the hardware upon which such software is installed is adequate for Recipient's purposes, including, but not limited to, the ability of such Recipient Software and Service Provider Software and the hardware upon which such software is installed to adequately process Recipient Data or adequately handle "Year 2000" issues, such obligations being solely that of Recipient. 11.4 Relief From Obligations. Service Provider shall be relieved of its obligations under this Agreement to the extent that it's ability to perform is limited, hindered or disrupted by the acts or omissions of Recipient, including Recipient's failure to perform its obligations under this Agreement in a prompt and timely manner. ARTICLE 12. DISPUTE RESOLUTION 12.1 Procedure. Any disputes arising out of or in connection with this Agreement shall be settled in accordance with the dispute resolution mechanisms set forth in Article VI and Section 8.17 of the Distribution Agreement. 12.2 Continuity of Services and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide the Services and honor all other commitments under this Agreement during the course of dispute resolution pursuant to the provisions of this Article 12 with respect to all matters not subject to such dispute, controversy or claim.

8 ARTICLE 13. CONTINUED PROVISION OF SERVICES 13.1 Force Majeure. Service Provider shall not be in default of its obligations hereunder for any delays or failure in performance resulting from any cause or circumstance beyond the reasonable control of Service Provider, provided that Service Provider exercises commercially reasonable efforts to perform its obligations in a timely manner. If any such occurrence prevents Service Provider from providing any of the Services, Service Provider shall cooperate with Recipient in obtaining, at Recipient's sole expense, an alternative source for the affected Services, and Recipient shall be released from any payment obligation to Service Provider in respect of such Services during the period of such force majeure. 13.2 Disaster Recovery. Recipient shall maintain a mainframe computer disaster recovery coverage plan, including coverage for the Services. Service Provider shall provider mainframe computer capacity for business recovery purposes as set forth on Schedule F. Upon the occurrence of a disaster affecting the Services relating to mainframe computing, Service Provider shall assist Recipient in the implementation of the mainframe computer disaster recovery procedures and Recipient shall be responsible for its proportionate share of any fees incurred by Service Provider in connection with implementing such procedures. Recipient shall provide Service Provider

8 ARTICLE 13. CONTINUED PROVISION OF SERVICES 13.1 Force Majeure. Service Provider shall not be in default of its obligations hereunder for any delays or failure in performance resulting from any cause or circumstance beyond the reasonable control of Service Provider, provided that Service Provider exercises commercially reasonable efforts to perform its obligations in a timely manner. If any such occurrence prevents Service Provider from providing any of the Services, Service Provider shall cooperate with Recipient in obtaining, at Recipient's sole expense, an alternative source for the affected Services, and Recipient shall be released from any payment obligation to Service Provider in respect of such Services during the period of such force majeure. 13.2 Disaster Recovery. Recipient shall maintain a mainframe computer disaster recovery coverage plan, including coverage for the Services. Service Provider shall provider mainframe computer capacity for business recovery purposes as set forth on Schedule F. Upon the occurrence of a disaster affecting the Services relating to mainframe computing, Service Provider shall assist Recipient in the implementation of the mainframe computer disaster recovery procedures and Recipient shall be responsible for its proportionate share of any fees incurred by Service Provider in connection with implementing such procedures. Recipient shall provide Service Provider with a copy of the plan at the beginning of each contract year and promptly after each change thereto. ARTICLE 14. TERMINATION 14.1 For Convenience. Recipient may terminate this Agreement at any time during the Term or the Extended Term, as the case may be, upon ninety (90) days' notice to Service Provider. 14.2 Effect of Termination. Upon the termination of this Agreement pursuant to Section 14.1, Recipient shall pay to Service Provider, no later than the effective date of such termination, the balance of the Fees due for the Term and/or the Extended Term, as the case may be. ARTICLE 15. TERMINATION ASSISTANCE SERVICES Upon the expiration of this Agreement or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient and for a period of up to (a) sixty (60) days prior to the expiration or the effective date of termination of this Agreement and (b) thirty (30) days following the expiration or the effective date of termination of this Agreement, Service Provider shall use reasonable efforts to cooperate, at Recipient's expense, with (i) the Alternative Provider or (ii) Recipient, in connection with the transfer of the Services, the Recipient Data and the Recipient Software, from Service Provider to the facilities of (x) the Alternative Provider or (y) Recipient, as requested by Recipient. ARTICLE 16. MISCELLANEOUS PROVISIONS

9 16.1 No Waivers. No failure on the part of either Party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise by a Party of any right or remedy hereunder preclude any other right or remedy or further exercise thereof or the exercise of any other right. 16.2 Consents, Approvals and Requests. Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement. 16.3 Partial Invalidity. In the event any of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired. 16.4 Notices. All notices, designations, approvals, consents, requests, acceptances, rejections or other communications required or permitted by this Agreement shall be in writing and shall be sent via telecopy to the

9 16.1 No Waivers. No failure on the part of either Party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise by a Party of any right or remedy hereunder preclude any other right or remedy or further exercise thereof or the exercise of any other right. 16.2 Consents, Approvals and Requests. Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement. 16.3 Partial Invalidity. In the event any of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or impaired. 16.4 Notices. All notices, designations, approvals, consents, requests, acceptances, rejections or other communications required or permitted by this Agreement shall be in writing and shall be sent via telecopy to the telecopy number specified below. A copy of any such notice shall also be sent by registered express air mail on the date such notice is transmitted by telecopy to the address specified below: If to New D&B or the Service Provider: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 Telecopy No.: (908) 665-5827 Attention: Chief Legal Counsel If to the Corporation or the Recipient: R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy No.: (914) 933-6899 Attention: Chief Legal Counsel Any Party may at any time, by notice to the other Party transmitted or sent in the manner described above, change the address or telecopy number to which communications to it are to be sent. 16.5 Relationship. The performance by Service Provider of its duties and obligations under this Agreement shall be that of an independent contractor and nothing herein contained shall create or imply an agency relationship between the Parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the Parties. 16.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY

10 AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. 16.7 Covenant of Further Assurances. The Parties covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of the Parties will execute and deliver any further legal instruments and perform any acts which are or may become reasonably necessary to effectuate this Agreement. 16.8 Assignment. This Agreement may not be assigned by either Party, other than to an affiliate of such Party or pursuant to a corporate reorganization or merger, without the consent of the other Party. Any assignment in contravention of this Section 16.8 shall be void.

10 AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. 16.7 Covenant of Further Assurances. The Parties covenant and agree that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each of the Parties will execute and deliver any further legal instruments and perform any acts which are or may become reasonably necessary to effectuate this Agreement. 16.8 Assignment. This Agreement may not be assigned by either Party, other than to an affiliate of such Party or pursuant to a corporate reorganization or merger, without the consent of the other Party. Any assignment in contravention of this Section 16.8 shall be void. 16.9 Entire Understanding. This Agreement represents the entire understanding of the Parties with respect to the Services and supersedes all previous writings, correspondence and memoranda with respect thereto, and no representations, warranties, agreements or covenants, express or implied, of any kind or character whatsoever with respect to such subject matter have been made by either Party to the other, except as expressly set forth herein. 16.10 Successors. Subject to the restrictions on assignment set forth in Section 16.8, this Agreement shall be binding upon and inure to the benefit of an be enforceable against the Parties hereto and their respective successors and assigns. 16.11 Amendments. This Agreement can be modified or amended only by a written amendment executed by both Parties. 16.12 Survival. The provisions of Article 5, Article 9, Article 10, Article 11, Article 12, Article 15, Section 6.2, Section 6.3, Section 14.2, Section 16.6, this Section 16.12 and Section 16.15 shall survive termination of this Agreement. 16.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 16.14 Third Party Beneficiaries. Each Party intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person or entity other than Recipient and Service Provider. 16.15 Good Faith and Fair Dealing. Each Party hereby agrees that its performance of all obligations and exercise of all rights under this Agreement shall be governed by the fundamental principles of good faith and fair dealing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan _______________________________________ Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor _______________________________________ Name: Volney Taylor

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan _______________________________________ Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor _______________________________________ Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.7 TRANSITION SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

TABLE OF CONTENTS

Page ARTICLE I SERVICES PROVIDED........ Transition Services...................................... Personnel................................................ Representatives.......................................... Level of Transition Services............................. Limitation of Liability.................................. Force Majeure............................................ Modification of Procedures............................... Provider Access.......................................... ARTICLE II COMPENSATION........... Consideration............................................ Invoices................................................. Payment of Invoices...................................... Late Payment............................................. ARTICLE III 3 3 4 4 4 1 1 1 1 2 2 3 3 3

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8

2.1 2.2 2.3 2.4

Exhibit 10.7 TRANSITION SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW DUN & BRADSTREET CORPORATION Dated as of June 30, 1998

TABLE OF CONTENTS

Page ARTICLE I SERVICES PROVIDED........ Transition Services...................................... Personnel................................................ Representatives.......................................... Level of Transition Services............................. Limitation of Liability.................................. Force Majeure............................................ Modification of Procedures............................... Provider Access.......................................... ARTICLE II COMPENSATION........... Consideration............................................ Invoices................................................. Payment of Invoices...................................... Late Payment............................................. ARTICLE III CONFIDENTIALITY......... Obligation............................................... Care and Inadvertent Disclosure.......................... ARTICLE IV TERM AND TERMINATION....... Term..................................................... Termination.............................................. Termination of Obligations............................... Survival of Certain Obligations.......................... ARTICLE V DISPUTE RESOLUTION........ Dispute Resolution....................................... -i6 6 5 5 5 5 5 4 4 4 3 3 4 4 4 1 1 1 1 2 2 3 3 3

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8

2.1 2.2 2.3 2.4

3.1 3.2

4.1 4.2 4.3 4.4

5.1

ARTICLE VI Page MISCELLANEOUS.......... 6 Complete Agreement; Construction......................... 6 Other Ancillary Agreements............................... 6

6.1 6.2

TABLE OF CONTENTS

Page ARTICLE I SERVICES PROVIDED........ Transition Services...................................... Personnel................................................ Representatives.......................................... Level of Transition Services............................. Limitation of Liability.................................. Force Majeure............................................ Modification of Procedures............................... Provider Access.......................................... ARTICLE II COMPENSATION........... Consideration............................................ Invoices................................................. Payment of Invoices...................................... Late Payment............................................. ARTICLE III CONFIDENTIALITY......... Obligation............................................... Care and Inadvertent Disclosure.......................... ARTICLE IV TERM AND TERMINATION....... Term..................................................... Termination.............................................. Termination of Obligations............................... Survival of Certain Obligations.......................... ARTICLE V DISPUTE RESOLUTION........ Dispute Resolution....................................... -i6 6 5 5 5 5 5 4 4 4 3 3 4 4 4 1 1 1 1 2 2 3 3 3

1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8

2.1 2.2 2.3 2.4

3.1 3.2

4.1 4.2 4.3 4.4

5.1

ARTICLE VI Page MISCELLANEOUS.......... 6 Complete Agreement; Construction......................... 6 Other Ancillary Agreements............................... 6 Counterparts............................................. 6 Survival of Agreements................................... 6 Notices.................................................. 6 Waivers.................................................. 7 Amendments............................................... 7 Assignment............................................... 7 Successors and Assigns................................... 7 Subsidiaries............................................. 7 Third Party Beneficiaries................................ 7 Title and Headings....................................... 7 Appendices............................................... 8 GOVERNING LAW............................................ 8 Consent to Jurisdiction.................................. 8 Severability............................................. 8 Laws and Government Regulations.......................... 8 Relationship of Parties.................................. 8 Definitions.............................................. 9

6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19

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ARTICLE VI Page MISCELLANEOUS.......... 6 Complete Agreement; Construction......................... 6 Other Ancillary Agreements............................... 6 Counterparts............................................. 6 Survival of Agreements................................... 6 Notices.................................................. 6 Waivers.................................................. 7 Amendments............................................... 7 Assignment............................................... 7 Successors and Assigns................................... 7 Subsidiaries............................................. 7 Third Party Beneficiaries................................ 7 Title and Headings....................................... 7 Appendices............................................... 8 GOVERNING LAW............................................ 8 Consent to Jurisdiction.................................. 8 Severability............................................. 8 Laws and Government Regulations.......................... 8 Relationship of Parties.................................. 8 Definitions.............................................. 9

6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19

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TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"). WITNESSETH: WHEREAS, the Corporation and New D&B have entered into a Distribution Agreement dated as of the date hereof (the "Distribution Agreement") pursuant to which, among other matters, New D&B has agreed to provide, or cause one or more of its Subsidiaries to provide, to the Corporation certain transitional, administrative and support services on the terms set forth in this Agreement and the Appendices hereto. NOW, THEREFORE, subject to the terms, conditions, covenants and provisions of this Agreement, each of the Corporation and New D&B mutually covenant and agree as follows: ARTICLE I SERVICES PROVIDED 1.1 Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, with respect to each of those services set forth in an Appendix hereto, each of which Appendices is made a part of this Agreement, New D&B will provide to the Corporation the services indicated in such Appendix (hereinafter referred to individually as a "Transition Service", and collectively as the "Transition Services") during the time period for each such Transition Service set forth in such Appendix (hereinafter referred to as the "Time Periods" for all of the Transition Services, and the "Time Period" for each Transition Service). 1.2 Personnel. In providing the Transition Services, New D&B as it deems necessary or appropriate in its sole discretion, may (i) use its personnel and that of its Affiliates, and (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of New D&B or are reasonably necessary for the efficient performance of any of such Transition Services. The Corporation may retain at its own expense its own consultants and other professional advisers. 1.3 Representatives. Each of the Corporation and New D&B shall nominate a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the "Primary Coordinators"). The

TRANSITION SERVICES AGREEMENT TRANSITION SERVICES AGREEMENT dated as of June 30, 1998, between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"). WITNESSETH: WHEREAS, the Corporation and New D&B have entered into a Distribution Agreement dated as of the date hereof (the "Distribution Agreement") pursuant to which, among other matters, New D&B has agreed to provide, or cause one or more of its Subsidiaries to provide, to the Corporation certain transitional, administrative and support services on the terms set forth in this Agreement and the Appendices hereto. NOW, THEREFORE, subject to the terms, conditions, covenants and provisions of this Agreement, each of the Corporation and New D&B mutually covenant and agree as follows: ARTICLE I SERVICES PROVIDED 1.1 Transition Services. Upon the terms and subject to the conditions set forth in this Agreement, with respect to each of those services set forth in an Appendix hereto, each of which Appendices is made a part of this Agreement, New D&B will provide to the Corporation the services indicated in such Appendix (hereinafter referred to individually as a "Transition Service", and collectively as the "Transition Services") during the time period for each such Transition Service set forth in such Appendix (hereinafter referred to as the "Time Periods" for all of the Transition Services, and the "Time Period" for each Transition Service). 1.2 Personnel. In providing the Transition Services, New D&B as it deems necessary or appropriate in its sole discretion, may (i) use its personnel and that of its Affiliates, and (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of New D&B or are reasonably necessary for the efficient performance of any of such Transition Services. The Corporation may retain at its own expense its own consultants and other professional advisers. 1.3 Representatives. Each of the Corporation and New D&B shall nominate a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the "Primary Coordinators"). The initial Primary Coordinators shall be Anna Patruno for the Corporation and Chester Geveda, Jr. for New D&B. The initial coordinators for each specific Transition Service shall be the individuals named in the Appendix relating to such Transition Service (the "Service Coordinators"). Each party may treat an act of a Primary Coordinator or Service Coordinator of another party as being authorized by such other party

2 without inquiring behind such act or ascertaining whether such Primary Coordinator or Service Coordinator had authority to so act. New D&B and the Corporation shall advise each other in writing of any change in the Primary Coordinators and any Service Coordinator for such Transition Service, setting forth the name of the Primary Coordinator or Service Coordinator to be replaced and the name of the replacement, and certifying that the replacement Primary Coordinator or Service Coordinator is authorized to act for such party in all matters relating to this Agreement. Each of the Corporation and New D&B agree that all communications relating to the provision of the Transition Services shall be directed to the Primary Coordinators. 1.4 Level of Transition Services. (a) New D&B shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own account as of the date of this Agreement, with priority equal to that provided to its own businesses or those of any of its Affiliates, Subsidiaries or divisions. Nothing in this Agreement shall require New D&B to favor the businesses of the Corporation over its own businesses or those of any of its Affiliates, Subsidiaries or divisions.

2 without inquiring behind such act or ascertaining whether such Primary Coordinator or Service Coordinator had authority to so act. New D&B and the Corporation shall advise each other in writing of any change in the Primary Coordinators and any Service Coordinator for such Transition Service, setting forth the name of the Primary Coordinator or Service Coordinator to be replaced and the name of the replacement, and certifying that the replacement Primary Coordinator or Service Coordinator is authorized to act for such party in all matters relating to this Agreement. Each of the Corporation and New D&B agree that all communications relating to the provision of the Transition Services shall be directed to the Primary Coordinators. 1.4 Level of Transition Services. (a) New D&B shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own account as of the date of this Agreement, with priority equal to that provided to its own businesses or those of any of its Affiliates, Subsidiaries or divisions. Nothing in this Agreement shall require New D&B to favor the businesses of the Corporation over its own businesses or those of any of its Affiliates, Subsidiaries or divisions. (b) New D&B shall not be required to provide the Corporation with extraordinary levels of Transition Services, special studies, training, or the like or the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the Distribution Date by New D&B. (c) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transition Services, the Corporation agrees that the Transition Services provided by third parties shall be subject to the terms and conditions of any agreements between New D&B and such third parties. New D&B shall consult with the Corporation concerning the terms and conditions of any such agreements to be entered into, or proposed to be entered into, with third parties after the date hereof but the Corporation shall have no right to require New D&B to reject or amend any of such terms and conditions. 1.5 Limitation of Liability. In the absence of gross negligence or willful misconduct on the part of New D&B, and whether or not New D&B is negligent, New D&B shall not be liable for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties, arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide Transition Services for which it is responsible hereunder to the Corporation. Notwithstanding anything to the contrary contained herein, in the event New D&B commits an error with respect to or incorrectly performs or fails to perform any Transition Service, at the Corporation's request, New D&B shall use reasonable efforts and good faith to correct such error, re-perform or perform such Transition Service at no additional cost to such Recipient; provided, that New D&B shall have no obligation to recreate any lost or destroyed data to the extent the same cannot be cured by the re-performance of the Transition Service in question. 1.6 Force Majeure. Any failure or omission by a party in the performance of any obligation under this Agreement shall not be deemed a breach of this Agreement or create any liability, if the same arises from any cause or causes beyond the control of such party, including, but not limited to, the following, which, for purposes of this Agreement shall be regarded as beyond the control of each of the parties hereto: acts of God, fire, storm, flood, earthquake, governmental

3 regulation or direction, acts of the public enemy, war, rebellion, insurrection, riot, invasion, strike or lockout; provided, however, that such party shall resume the performance whenever such causes are removed. Notwithstanding the foregoing, if such party cannot perform under this Agreement for a period of forty-five (45) days due to such cause or causes, the affected party may terminate the Agreement with the defaulting party by providing written notice thereto. 1.7 Modification of Procedures. New D&B may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, New D&B shall not implement any substantial changes affecting the Corporation unless:

3 regulation or direction, acts of the public enemy, war, rebellion, insurrection, riot, invasion, strike or lockout; provided, however, that such party shall resume the performance whenever such causes are removed. Notwithstanding the foregoing, if such party cannot perform under this Agreement for a period of forty-five (45) days due to such cause or causes, the affected party may terminate the Agreement with the defaulting party by providing written notice thereto. 1.7 Modification of Procedures. New D&B may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, New D&B shall not implement any substantial changes affecting the Corporation unless: (a) New D&B has furnished the Corporation written notice (which may be the same notice New D&B shall provide its own businesses) thereof; (b) New D&B changes such procedures for its own businesses at the same time; and (c) New D&B gives the Corporation a reasonable period of time for the Corporation (i) to adapt its operations to accommodate such changes or (ii) to reject the proposed changes. In the event the Corporation fails to accept or reject a proposed change on or before a date specified in such notice of change, the Corporation shall be deemed to have accepted such change. In the event the Corporation rejects a proposed change but does not terminate this Agreement, the Corporation agrees to pay any charges resulting from New D&B's need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers. 1.8 Provider Access. To the extent reasonably required for personnel of New D&B to perform the Transition Services hereunder, the Corporation shall provide personnel of New D&B with access to its equipment, office space, plants, telecommunications and computer equipment and systems, and any other areas and equipment. ARTICLE II COMPENSATION 2.1 Consideration. As consideration for the Transition Services, the Corporation shall pay to New D&B the amount specified for each such Transition Service as set forth in the Appendix relating to such Transition Service. 2.2 Invoices. After the end of each month, New D&B together with such party's Affiliates or Subsidiaries providing Transition Services will submit one invoice to the Corporation for all Transition Services provided to the Corporation and its Subsidiaries by New D&B during such month. Such monthly invoices shall be issued no later than the fifteenth day of each succeeding month. Each invoice shall include a summary list of the previously agreed upon Transition Service for which there are fixed dollar fees, together with documentation supporting each of the invoiced amounts that are not covered by the fixed fee agreements. The total amount set forth on such summary list and such supporting detail shall equal the invoice total, and will be

4 provided under separate cover apart from the invoice. All invoices shall be sent to the attention of Service Coordinator of the Corporation at the address set forth in Section 6.5 hereof or to such other address as the Corporation shall have specified by notice in writing to New D&B. 2.3 Payment of Invoices. (a) Payment of all invoices in respect of a Transition Service shall be made by check or electronic funds transmission in U.S. Dollars, without any offset or deduction of any nature whatsoever, within thirty (30) days of the invoice date unless otherwise specified in the Appendix relating to such Transition Service. All payments shall be made to the account designated by New D&B, with written confirmation of payment sent by facsimile to the Service Coordinator or other person designated thereby. (b) If any payment is not paid when due, New D&B shall have the right, without any liability to the Corporation,

4 provided under separate cover apart from the invoice. All invoices shall be sent to the attention of Service Coordinator of the Corporation at the address set forth in Section 6.5 hereof or to such other address as the Corporation shall have specified by notice in writing to New D&B. 2.3 Payment of Invoices. (a) Payment of all invoices in respect of a Transition Service shall be made by check or electronic funds transmission in U.S. Dollars, without any offset or deduction of any nature whatsoever, within thirty (30) days of the invoice date unless otherwise specified in the Appendix relating to such Transition Service. All payments shall be made to the account designated by New D&B, with written confirmation of payment sent by facsimile to the Service Coordinator or other person designated thereby. (b) If any payment is not paid when due, New D&B shall have the right, without any liability to the Corporation, or anyone claiming by or through the Corporation, to immediately cease providing any or all of the Transition Services provided by New D&B to the Corporation, which right may be exercised by New D&B in its sole and absolute discretion. 2.4 Late Payments. Any payments owing to New D&B pursuant to this Agreement that are not paid when due (other than as a result of a delay directly caused by New D&B or its affiliates) shall bear interest at the rate of one and one-half (1-1/2) percent per month, but in no event to exceed the highest lawful rate of interest, calculated from the date such amount was due until the date payment is received by New D&B. ARTICLE III CONFIDENTIALITY 3.1 Obligation. Each party and its Subsidiaries shall not use or permit the use of (without the prior written consent of the other parties) and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other party received pursuant to or in connection with this Agreement. 3.2 Care and Inadvertent Disclosure. With respect to any confidential information, each party agrees as follows: (a) it shall use the same degree of care in safeguarding said information as it uses to safeguard its own information which must be held in confidence; and (b) upon the discovery of any inadvertent disclosure or unauthorized use of said information, or upon obtaining notice of such a disclosure or use from the other party, it shall take all necessary actions to prevent any further inadvertent disclosure or unauthorized use, and, subject to the provisions of Section 1.5 above, such other party shall be entitled to pursue any other remedy which may be available to it.

5 ARTICLE IV TERM AND TERMINATION 4.1 Term. This Agreement shall become effective on the Distribution Date and shall remain in force until the expiration of the longest Time Period specified in any Appendix hereto, including any extension thereof, unless this Agreement is terminated under Sections 1.6, 4.2 or 6.16 prior to the end of such Time Period. 4.2 Termination. If any party (hereafter called the "Defaulting Party") shall fail to perform or default in the performance of any of its obligations under this Agreement (other than a payment default), the party entitled to the benefit of such performance (hereinafter referred to as a "Non-Defaulting Party") may give written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non-Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure or default is not cured within fifteen days of such written notice. If any failure or default so specified is not cured within such fifteen day period, the Non-Defaulting Party may elect to immediately terminate this Agreement with respect to the Defaulting Party; provided, however, that if the failure or default relates to a dispute contested in good faith by the Defaulting Party,

5 ARTICLE IV TERM AND TERMINATION 4.1 Term. This Agreement shall become effective on the Distribution Date and shall remain in force until the expiration of the longest Time Period specified in any Appendix hereto, including any extension thereof, unless this Agreement is terminated under Sections 1.6, 4.2 or 6.16 prior to the end of such Time Period. 4.2 Termination. If any party (hereafter called the "Defaulting Party") shall fail to perform or default in the performance of any of its obligations under this Agreement (other than a payment default), the party entitled to the benefit of such performance (hereinafter referred to as a "Non-Defaulting Party") may give written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non-Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure or default is not cured within fifteen days of such written notice. If any failure or default so specified is not cured within such fifteen day period, the Non-Defaulting Party may elect to immediately terminate this Agreement with respect to the Defaulting Party; provided, however, that if the failure or default relates to a dispute contested in good faith by the Defaulting Party, the Non-Defaulting Party may not terminate this Agreement pending the resolution of such dispute in accordance with Article V hereof. Such termination shall be effective upon giving a written notice of termination from the Non-Defaulting Party to the Defaulting Party and shall be without prejudice to any other remedy which may be available to the Non-Defaulting Party against the Defaulting Party. 4.3 Termination of Obligations. The Corporation specifically agrees and acknowledges that all obligations of New D&B to provide each Transition Service hereunder shall immediately cease upon the expiration of the Time Period for such Transition Service, and New D&B's obligations to provide all of the Transition Services for which New D&B is responsible hereunder shall immediately cease upon the termination of this Agreement. Upon the cessation of New D&B's obligation to provide any Transition Service, the Corporation shall immediately cease using, directly or indirectly, such Transition Service (including, without limitation, any and all software of New D&B or third party software provided through New D&B, telecommunications services or equipment, or computer systems or equipment). 4.4 Survival of Certain Obligations. Without prejudice to the survival of the other agreements of the parties, the following obligations shall survive the termination of this Agreement: (a) the obligations of each party under Articles III, IV, V and VI and (b) New D&B's right to receive the compensation for the Transition Services provided by it hereunder provided in Section 2.1 above incurred prior to the effective date of termination. ARTICLE V DISPUTE RESOLUTION 5.1 Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be settled in accordance with the dispute resolution mechanisms set forth in Article VI of the Distribution Agreement.

6 ARTICLE VI MISCELLANEOUS 6.1 Complete Agreement; Construction. This Agreement, including the Appendices hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Appendix hereto, the Appendix shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other Ancillary Agreement, this Agreement shall control.

6 ARTICLE VI MISCELLANEOUS 6.1 Complete Agreement; Construction. This Agreement, including the Appendices hereto, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Appendix hereto, the Appendix shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other Ancillary Agreement, this Agreement shall control. 6.2 Other Ancillary Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Ancillary Agreements. 6.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties. 6.4 Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date. 6.5 Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy: (914) 933-6899 Attn.: Chief Legal Counsel To New D&B: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 Telecopy: (908) 665-5827 Attn.: Chief Legal Counsel

7 6.6 Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party's right to demand strict performance thereafter of that or any other provision hereof. 6.7 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto. 6.8 Assignment. This Agreement may not be assigned by either party, other than to an Affiliate of such party or pursuant to a corporate reorganization or merger, without the consent of the other party. Any assignment in contravention of this Section 6.8 shall be void. 6.9 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

7 6.6 Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party's right to demand strict performance thereafter of that or any other provision hereof. 6.7 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto. 6.8 Assignment. This Agreement may not be assigned by either party, other than to an Affiliate of such party or pursuant to a corporate reorganization or merger, without the consent of the other party. Any assignment in contravention of this Section 6.8 shall be void. 6.9 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 6.10 Subsidiaries. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that is contemplated to be a Subsidiary of such party on and after the Distribution Date. 6.11 Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. 6.12 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 6.13 Appendices. The Appendices shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. In the event of any inconsistency between the terms of any Appendix and the terms set forth in the main body of this Agreement, the terms of the Appendix shall govern. 6.14 GOVERNING LAW. THIS AGREEMENT 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. 6.15 Consent to Jurisdiction. Each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any

8 process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.15. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 6.16 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in

8 process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.15. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 6.16 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 6.17 Laws and Government Regulations. The Corporation shall be responsible for (i) compliance with all laws and governmental regulations affecting its businesses and (ii) any use the Corporation may make of the Transition Services to assist it in complying with such laws and governmental regulations. New D&B shall not have any responsibility for the compliance by the Corporation of such Transition Services with such laws and regulations. 6.18 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship of buyer and seller of services nor be deemed to vest any rights, interests or claims in any third parties. The parties do not intend to waive any privileges or rights to which they may be entitled. 6.19 Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Distribution Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be executed the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ---------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ---------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.8 AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused this Transition Services Agreement to be executed the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ---------------------------Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ---------------------------Name: Volney Taylor Title: Chairman and Chief Executive Officer

Exhibit 10.8 AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT dated as of June 30, 1998, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), IMS HEALTH INCORPORATED, a Delaware corporation ("IMS Health"), ACNIELSEN CORPORATION, a Delaware corporation ("ACNielsen"), and GARTNER GROUP, INC., a Delaware Corporation ("Gartner") amends and restates in its entirety the Transition Services Agreement dated as of October 28, 1996 (the "1996 Transition Services Agreement") among the Corporation, Cognizant and ACNielsen. WITNESSETH WHEREAS, pursuant to a Distribution Agreement dated as of October 28, 1996 (the "1996 Distribution Agreement") among the Corporation, Cognizant and ACNielsen, each party agreed to provide to the other parties certain transitional, administrative and support services, including insurance and risk management services, on the terms set forth in the 1996 Transition Services Agreement and the Appendix thereto. WHEREAS, each of the Corporation, Cognizant and ACNielsen desires to amend and restate the 1996 Transition Services Agreement as set forth in this Agreement and to include New D&B, IMS Health and Gartner as parties hereto; and each of New D&B, IMS Health and Gartner desires to become a party to this Agreement. NOW, THEREFORE, in consideration of the agreements, covenants and provisions in this Agreement and intending to be legally bound hereby, each of the Corporation, New D&B, Cognizant, IMS Health, ACNielsen and Gartner mutually covenant and agree as follows: ARTICLE I SERVICES PROVIDED 1.1 Transition Services. New D&B (the "Provider") shall provide comprehensive insurance and risk management services to the Corporation, Cognizant, IMS Health, ACNielsen and Gartner (each a "Recipient"; collectively, the "Recipients"). Such services shall include risk identification, development of appropriate insurance programs, loss prevention initiatives, accounting for premiums, deductibles, retentions and defense costs, claims management (including coordination with insurance carriers), the collection and distribution of insurance proceeds and such

Exhibit 10.8 AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT dated as of June 30, 1998, among THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the "Corporation"), THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("New D&B"), COGNIZANT CORPORATION, a Delaware corporation ("Cognizant"), IMS HEALTH INCORPORATED, a Delaware corporation ("IMS Health"), ACNIELSEN CORPORATION, a Delaware corporation ("ACNielsen"), and GARTNER GROUP, INC., a Delaware Corporation ("Gartner") amends and restates in its entirety the Transition Services Agreement dated as of October 28, 1996 (the "1996 Transition Services Agreement") among the Corporation, Cognizant and ACNielsen. WITNESSETH WHEREAS, pursuant to a Distribution Agreement dated as of October 28, 1996 (the "1996 Distribution Agreement") among the Corporation, Cognizant and ACNielsen, each party agreed to provide to the other parties certain transitional, administrative and support services, including insurance and risk management services, on the terms set forth in the 1996 Transition Services Agreement and the Appendix thereto. WHEREAS, each of the Corporation, Cognizant and ACNielsen desires to amend and restate the 1996 Transition Services Agreement as set forth in this Agreement and to include New D&B, IMS Health and Gartner as parties hereto; and each of New D&B, IMS Health and Gartner desires to become a party to this Agreement. NOW, THEREFORE, in consideration of the agreements, covenants and provisions in this Agreement and intending to be legally bound hereby, each of the Corporation, New D&B, Cognizant, IMS Health, ACNielsen and Gartner mutually covenant and agree as follows: ARTICLE I SERVICES PROVIDED 1.1 Transition Services. New D&B (the "Provider") shall provide comprehensive insurance and risk management services to the Corporation, Cognizant, IMS Health, ACNielsen and Gartner (each a "Recipient"; collectively, the "Recipients"). Such services shall include risk identification, development of appropriate insurance programs, loss prevention initiatives, accounting for premiums, deductibles, retentions and defense costs, claims management (including coordination with insurance carriers), the collection and distribution of insurance proceeds and such other services as the Corporation's Risk Management staff has been providing to the Corporation, Cognizant and ACNielsen as of the date hereof (all such services, collectively, the "Transition Services").

2 1.2 Personnel. In providing the Transition Services, the Provider as it deems necessary or appropriate in its sole discretion, may (i) use the personnel of such Provider or its Affiliates, and (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of such Provider or are reasonably necessary for the efficient performance of any of such Transition Services. Each Recipient may retain at its own expense its own consultants and other professional advisers. 1.3 Representatives. Each of the Corporation, New D&B, Cognizant, IMS Health, ACNielsen and Gartner shall nominate a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the "Primary Coordinators"). The initial Primary Coordinators shall be Frank Colarusso, Treasurer, for the Corporation, John Riley, Director of Risk Management, for New D&B, Stuart Goldshein, Controller, for Cognizant, Matthew Friedman, Assistant Treasurer, for IMS Health, John Forster for ACNielsen and Andrea Tarbox for Gartner. Each party may treat an act of a Primary Coordinator of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Primary Coordinator had authority to so act. The Provider and the relevant Recipient of a Transition Service shall advise each other in writing of any change in the Primary Coordinators for such Transition Service, setting forth the name of the

2 1.2 Personnel. In providing the Transition Services, the Provider as it deems necessary or appropriate in its sole discretion, may (i) use the personnel of such Provider or its Affiliates, and (ii) employ the services of third parties to the extent such third party services are routinely utilized to provide similar services to other businesses of such Provider or are reasonably necessary for the efficient performance of any of such Transition Services. Each Recipient may retain at its own expense its own consultants and other professional advisers. 1.3 Representatives. Each of the Corporation, New D&B, Cognizant, IMS Health, ACNielsen and Gartner shall nominate a representative to act as its primary contact person for the provision of all of the Transition Services (collectively, the "Primary Coordinators"). The initial Primary Coordinators shall be Frank Colarusso, Treasurer, for the Corporation, John Riley, Director of Risk Management, for New D&B, Stuart Goldshein, Controller, for Cognizant, Matthew Friedman, Assistant Treasurer, for IMS Health, John Forster for ACNielsen and Andrea Tarbox for Gartner. Each party may treat an act of a Primary Coordinator of another party as being authorized by such other party without inquiring behind such act or ascertaining whether such Primary Coordinator had authority to so act. The Provider and the relevant Recipient of a Transition Service shall advise each other in writing of any change in the Primary Coordinators for such Transition Service, setting forth the name of the Primary Coordinator to be replaced and the name of the replacement, and certifying that the replacement Primary Coordinator is authorized to act for such party in all matters relating to this Agreement. Each of the Corporation, New D&B, Cognizant, IMS Health, ACNielsen and Gartner agree that all communications relating to the provision of the Transition Services shall be directed to the Primary Coordinators. 1.4 Level of Transition Services. (a) The Provider shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own account as of the date of this Agreement, with priority equal to that provided to its own businesses or those of any of its Affiliates, Subsidiaries or divisions. Nothing in this Agreement shall require the Provider to favor the businesses of any Recipient over its own businesses or those of any of its Affiliates, Subsidiaries or divisions. (b) The Provider shall not be required to provide any Recipient of such Transition Services with extraordinary levels of Transition Services, special studies, training, or the like or the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made by the Provider. (c) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transition Services, each Recipient agrees that the Transition Services provided by third parties shall be subject to the terms and conditions of any agreements between the Provider and such third parties. The Provider shall consult with the relevant Recipient concerning the terms and conditions of any such agreements to be entered into, or proposed to be entered into, with third parties after the date hereof. 1.5 Limitation of Liability. In the absence of gross negligence or willful

3 misconduct on the part of the Provider, and whether or not the Provider is negligent, such Provider shall not be liable for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties, arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide Transition Services for which it is responsible hereunder to the Recipient of such Transition Services. Notwithstanding anything to the contrary contained herein, in the event the Provider commits an error with respect to or incorrectly performs or fails to perform any Transition Service, at the relevant Recipient's request, the Provider shall use reasonable efforts and good faith to correct such error, re-perform or perform such Transition Service at no additional cost to such Recipient; provided, that the Provider shall have no obligation to recreate any lost or destroyed data to the extent the same cannot be cured by the re-performance of the Transition Service in question. 1.6 Force Majeure. Any failure or omission by a party in the performance of any obligation under this Agreement shall not be deemed a breach of this Agreement or create any liability, if the same arises from any cause or causes beyond the control of such party, including, but not limited to, the following, which, for purposes of this Agreement shall be regarded as beyond the control of each of the parties hereto: acts of God, fire, storm, flood,

3 misconduct on the part of the Provider, and whether or not the Provider is negligent, such Provider shall not be liable for any claims, liabilities, damages, losses, costs, expenses (including, but not limited to, settlements, judgments, court costs and reasonable attorneys' fees), fines and penalties, arising out of any actual or alleged injury, loss or damage of any nature whatsoever in providing or failing to provide Transition Services for which it is responsible hereunder to the Recipient of such Transition Services. Notwithstanding anything to the contrary contained herein, in the event the Provider commits an error with respect to or incorrectly performs or fails to perform any Transition Service, at the relevant Recipient's request, the Provider shall use reasonable efforts and good faith to correct such error, re-perform or perform such Transition Service at no additional cost to such Recipient; provided, that the Provider shall have no obligation to recreate any lost or destroyed data to the extent the same cannot be cured by the re-performance of the Transition Service in question. 1.6 Force Majeure. Any failure or omission by a party in the performance of any obligation under this Agreement shall not be deemed a breach of this Agreement or create any liability, if the same arises from any cause or causes beyond the control of such party, including, but not limited to, the following, which, for purposes of this Agreement shall be regarded as beyond the control of each of the parties hereto: acts of God, fire, storm, flood, earthquake, governmental regulation or direction, acts of the public enemy, war, rebellion, insurrection, riot, invasion, strike or lockout; provided, however, that such party shall resume the performance whenever such causes are removed. Notwithstanding the foregoing, if such party cannot perform under this Agreement for a period of forty-five (45) days due to such cause or causes, the affected party may terminate the Agreement with the defaulting party by providing written notice thereto. 1.7 Modification of Procedures. The Provider may make changes from time to time in its standards and procedures for performing the Transition Services for which it is responsible hereunder. Notwithstanding the foregoing sentence, unless required by law, the Provider shall not implement any substantial changes affecting a Recipient of the relevant Transition Services unless: (a) the Provider has furnished such Recipient notice (which shall be the same notice the Provider shall provide its own businesses) thereof; (b) the Provider changes such procedures for its own businesses at the same time; and (c) the Provider gives such Recipient a reasonable period of time for such Recipient (i) to adapt its operations to accommodate such changes or (ii) to reject the proposed changes. In the event such Recipient fails to accept or reject a proposed change on or before a date specified in such notice of change, such Recipient shall be deemed to have accepted such change. In the event such Recipient rejects a proposed change but does not terminate this Agreement, such Recipient agrees to pay any charges resulting from the Provider's need to maintain different versions of the same systems, procedures, technologies, or services or resulting from requirements of third party vendors or suppliers.

4 1.8 No Obligation to Continue to Use Services. No Recipient shall have any obligation to continue to use the Transition Services and may terminate the Transition Services that the Provider is providing to such Recipient by giving the Provider 180 days notice thereof. 1.9 Provider Access. To the extent reasonably required for personnel of the Provider to perform the Transition Services for which the Provider is responsible hereunder, the Recipient of such Transition Services shall provide personnel of the Provider with access to its equipment, office space, plants, telecommunications and computer equipment and systems, and any other areas and equipment. 1.10 Performance Reviews. The Primary Coordinators for each Recipient shall meet during the fourth quarter of each calendar year with the Primary Coordinator for the Provider for the purpose of reviewing the performance of the Provider's Risk Management staff. Any disputes relating to the quality of such performance shall be brought to the attention of the respective Chief Financial Officers (or person holding an equivalent title) of the Provider and the Recipients.

4 1.8 No Obligation to Continue to Use Services. No Recipient shall have any obligation to continue to use the Transition Services and may terminate the Transition Services that the Provider is providing to such Recipient by giving the Provider 180 days notice thereof. 1.9 Provider Access. To the extent reasonably required for personnel of the Provider to perform the Transition Services for which the Provider is responsible hereunder, the Recipient of such Transition Services shall provide personnel of the Provider with access to its equipment, office space, plants, telecommunications and computer equipment and systems, and any other areas and equipment. 1.10 Performance Reviews. The Primary Coordinators for each Recipient shall meet during the fourth quarter of each calendar year with the Primary Coordinator for the Provider for the purpose of reviewing the performance of the Provider's Risk Management staff. Any disputes relating to the quality of such performance shall be brought to the attention of the respective Chief Financial Officers (or person holding an equivalent title) of the Provider and the Recipients. ARTICLE II COMPENSATION 2.1 Consideration. As consideration for the Transition Services, each Recipient of Transition Services shall pay to the Provider a portion of the costs and expenses incurred by the Provider relating to the Risk Management staff as follows: each Recipient shall pay (i) a base charge of $50,000 per year plus (ii) a proportionate share of any additional costs and expenses (i.e., not covered by the total base charge) based on such Recipient's proportion of total revenue as a percentage of the aggregate total revenue of all parties to this Agreement. For purposes of calculating any additional amount payable pursuant to clause (ii) of the preceding sentence, a party's revenue shall be that set forth on its audited financial statements for the most recent fiscal year-end. Such costs and expenses shall be calculated in accordance with generally accepted accounting principles applied consistently and billed in twelve monthly installments. Notwithstanding the foregoing, however, any services provided by the Provider's Risk Management staff to the Provider or the Recipients that are not in the ordinary course (all such services being "extraordinary services") shall be borne by the company or companies for whom such extraordinary service was provided. No extraordinary service shall be provided without the specific approval of the company to be charged. The costs and expenses to be borne by each Recipient will be in accordance with the annual Risk Management budget to be provided by the Primary Coordinator for the Provider during the preceding calendar year by May 1 of each year. The Risk Management budget may increase each year in an amount equal to 5% over the prior year's budget; increases in excess of 5% must be approved by the respective Primary Coordinators for each Recipient.

5 2.2 Invoices. After the end of each month, the Provider, together with its Affiliates or Subsidiaries providing Transition Services will submit one invoice to the Recipient of such Transition Services for all Transition Services provided to such Recipient and its Subsidiaries by the Provider during such month. Such monthly invoices shall be issued no later than the fifteenth day of each succeeding month. Each invoice shall include a summary list of the previously agreed upon Transition Service for which there are fixed dollar fees, together with documentation supporting each of the invoiced amounts that are not covered by the fixed fee agreements. The total amount set forth on such summary list and such supporting detail shall equal the invoice total, and will be provided under separate cover apart from the invoice. All invoices shall be sent to the attention of the Primary Coordinator of the applicable Recipient at the address set forth in Section 6.5 hereof or to such other address as such Recipient shall have specified by notice in writing to the Provider. 2.3 Payment of Invoices. (a) Payment of all invoices in respect of Transition Services shall be made by check or electronic funds transmission in U.S. Dollars, without any offset or deduction of any nature whatsoever, within thirty (30) days of the invoice date. All payments shall be made to the account designated by the Provider to the relevant Recipient, with written confirmation of payment sent by facsimile to the Primary Coordinator or other person designated thereby. (b) If any payment is not paid when due, the Provider shall have the right, without any liability to any Recipient of

5 2.2 Invoices. After the end of each month, the Provider, together with its Affiliates or Subsidiaries providing Transition Services will submit one invoice to the Recipient of such Transition Services for all Transition Services provided to such Recipient and its Subsidiaries by the Provider during such month. Such monthly invoices shall be issued no later than the fifteenth day of each succeeding month. Each invoice shall include a summary list of the previously agreed upon Transition Service for which there are fixed dollar fees, together with documentation supporting each of the invoiced amounts that are not covered by the fixed fee agreements. The total amount set forth on such summary list and such supporting detail shall equal the invoice total, and will be provided under separate cover apart from the invoice. All invoices shall be sent to the attention of the Primary Coordinator of the applicable Recipient at the address set forth in Section 6.5 hereof or to such other address as such Recipient shall have specified by notice in writing to the Provider. 2.3 Payment of Invoices. (a) Payment of all invoices in respect of Transition Services shall be made by check or electronic funds transmission in U.S. Dollars, without any offset or deduction of any nature whatsoever, within thirty (30) days of the invoice date. All payments shall be made to the account designated by the Provider to the relevant Recipient, with written confirmation of payment sent by facsimile to the Primary Coordinator or other person designated thereby. (b) If any payment is not paid when due, the Provider shall have the right, without any liability to any Recipient of Transition Services, or anyone claiming by or through such Recipient, upon five days' notice, to cease providing any or all of the Transition Services provided by the Provider to such Recipient, which right may be exercised by the Provider in its sole and absolute discretion. ARTICLE III CONFIDENTIALITY 3.1 Obligation. Each party and its Subsidiaries shall not use or permit the use of (without the prior written consent of the other parties) and shall keep, and shall cause its consultants and advisors to keep, confidential all information concerning the other parties received pursuant to or in connection with this Agreement. Additionally, any information which is identified by a party as being "highly sensitive" (in connection with a contemplated acquisition or otherwise) shall not be disclosed outside of the Provider's Risk Management staff. 3.2 Care and Inadvertent Disclosure. With respect to any confidential information, each party agrees as follows: (a) it shall use the same degree of care in safeguarding said information as it uses to safeguard its own information which must be held in confidence; and (b) upon the discovery of any inadvertent disclosure or unauthorized

6 use of said information, or upon obtaining notice of such a disclosure or use from any other party, it shall take all necessary actions to prevent any further inadvertent disclosure or unauthorized use, and, subject to the provisions of Section 1.5 above, each such other party shall be entitled to pursue any other remedy which may be available to it. ARTICLE IV TERM AND TERMINATION 4.1 Term. This Agreement shall become effective on June 30, 1998 and shall remain in force for a period of three years (or in the case of ACNielsen, IMS Health and Gartner until November 1, 1999). After such initial period, this Agreement shall automatically be renewed for successive one-year periods as to each party unless such party provides at least 180-days notice to the other parties of its intention not to renew; provided that this Agreement may be terminated at such other times as are set forth in Sections 1.6, 1.8 and 4.3. 4.2 Reserved.

6 use of said information, or upon obtaining notice of such a disclosure or use from any other party, it shall take all necessary actions to prevent any further inadvertent disclosure or unauthorized use, and, subject to the provisions of Section 1.5 above, each such other party shall be entitled to pursue any other remedy which may be available to it. ARTICLE IV TERM AND TERMINATION 4.1 Term. This Agreement shall become effective on June 30, 1998 and shall remain in force for a period of three years (or in the case of ACNielsen, IMS Health and Gartner until November 1, 1999). After such initial period, this Agreement shall automatically be renewed for successive one-year periods as to each party unless such party provides at least 180-days notice to the other parties of its intention not to renew; provided that this Agreement may be terminated at such other times as are set forth in Sections 1.6, 1.8 and 4.3. 4.2 Reserved. 4.3 Default. If any party (hereafter called the "Defaulting Party") shall fail to perform or default in the performance of any of its obligations under this Agreement (other than a payment default), the party entitled to the benefit of such performance (hereinafter referred to as a "Non-Defaulting Party") may give written notice to the Defaulting Party specifying the nature of such failure or default and stating that the Non-Defaulting Party intends to terminate this Agreement with respect to the Defaulting Party if such failure or default is not cured within fifteen days of such written notice. If any failure or default so specified is not cured within such fifteen day period, the Non-Defaulting Party may elect to immediately terminate this Agreement with respect to the Defaulting Party; provided, however, that if the failure or default relates to a dispute contested in good faith by the Defaulting Party, the Non-Defaulting Party may not terminate this Agreement pending the resolution of such dispute in accordance with Article V hereof. Such termination shall be effective upon giving a written notice of termination from the Non-Defaulting Party to the Defaulting Party and shall be without prejudice to any other remedy which may be available to the Non-Defaulting Party against the Defaulting Party. 4.4 Termination of Obligations. Each Recipient specifically agrees and acknowledges that all obligations of the Provider to provide the Transition Services shall immediately cease, with respect to such Recipient, upon the termination of this Agreement as to such Recipient. Upon the cessation of the Provider's obligation to provide any Transition Service to a Recipient, such Recipient shall immediately cease using, directly or indirectly, the Transition Services (including, without limitation, any and all software of the Provider or third party software provided through the Provider, telecommunications services or equipment, or computer systems or equipment).

7 4.5 Survival of Certain Obligations. Without prejudice to the survival of the other agreements of the parties, Sections 1.5, 2.1 (with respect to services provided prior to the effective time of the termination), 3.1, 3.2, 4.4, 4.5, 5.1, 6.10, 6.13 and 6.14 shall survive any termination of this Agreement. ARTICLE V DISPUTE RESOLUTION 5.1 Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be settled in accordance with the dispute resolution mechanisms set forth in Article VI of the 1996 Distribution Agreement, with each of the parties hereto being deemed a party to that agreement for this purpose. ARTICLE VI MISCELLANEOUS 6.1 Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

7 4.5 Survival of Certain Obligations. Without prejudice to the survival of the other agreements of the parties, Sections 1.5, 2.1 (with respect to services provided prior to the effective time of the termination), 3.1, 3.2, 4.4, 4.5, 5.1, 6.10, 6.13 and 6.14 shall survive any termination of this Agreement. ARTICLE V DISPUTE RESOLUTION 5.1 Dispute Resolution. Any disputes arising out of or in connection with this Agreement shall be settled in accordance with the dispute resolution mechanisms set forth in Article VI of the 1996 Distribution Agreement, with each of the parties hereto being deemed a party to that agreement for this purpose. ARTICLE VI MISCELLANEOUS 6.1 Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. 6.2 Other Agreements. This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by other agreements between or among the parties. 6.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts has been signed by each of the parties and delivered to the other parties. 6.4 Notices. All notices and other communications hereunder shall be in writing and hand delivered or mailed by registered or certified mail (return receipt requested) or sent by any means of electronic message transmission with delivery confirmed (by voice or otherwise) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and will be deemed given on the date on which such notice is received: To the Corporation: R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy: (914) 933-6899

8 Attn: Treasurer With a copy to: R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy: (914) 933-6899 Attn: General Counsel To New D&B: The Dun & Bradstreet Corporation 220 East 42 Street New York, New York 10017 Telecopy: (212) 883-3403 Attn: Director of Risk Management With a copy to:

8 Attn: Treasurer With a copy to: R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Telecopy: (914) 933-6899 Attn: General Counsel To New D&B: The Dun & Bradstreet Corporation 220 East 42 Street New York, New York 10017 Telecopy: (212) 883-3403 Attn: Director of Risk Management With a copy to: The Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 Telecopy: (908) 665-5803 Attn: Chief Legal Counsel To Cognizant: Nielsen Media Research, Inc. 299 Park Avenue New York, New York 10171 Telecopy: (212) 708-7504 Attn: Controller With a copy to: Nielsen Media Research, Inc. 299 Park Avenue New York, New York 10171 Telecopy: 212-708-6927 Attn: Chief Legal Officer To IMS Health: IMS Health Incorporated

9 200 Nyala Farms Westport, Connecticut 06880 Telecopy: (203) 222-4201 Attn: Treasurer With a copy to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Telecopy: (203) 222-4201 Attn: General Counsel To ACNielsen: ACNielsen Corporation 177 Broad Street Stamford, Connecticut 06901 Telecopy: (203) 961-3177 Attn: John Forster

9 200 Nyala Farms Westport, Connecticut 06880 Telecopy: (203) 222-4201 Attn: Treasurer With a copy to: IMS Health Incorporated 200 Nyala Farms Westport, Connecticut 06880 Telecopy: (203) 222-4201 Attn: General Counsel To ACNielsen: ACNielsen Corporation 177 Broad Street Stamford, Connecticut 06901 Telecopy: (203) 961-3177 Attn: John Forster With a copy to: ACNielsen Corporation 177 Broad Street Stamford, Connecticut 06901 Telecopy: (203) 961-3179 Attn: General Counsel To Gartner: Gartner Group, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, Connecticut 06904 Telecopy: (203) 316-6525 Attn: Andrea Tarbox With a copy to: Gartner Group, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, Connecticut 06904 Telecopy: (203) 316-6525

10 Attn: General Counsel 6.5 Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party's right to demand strict performance thereafter of that or any other provision hereof. 6.6 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto. 6.7 Assignment. This Agreement may not be assigned by any party, other than to an Affiliate of such party or pursuant to a corporate reorganization or merger, without the consent of the other party. Any assignment in contravention of this Section 6.7 shall be void. 6.8 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and

10 Attn: General Counsel 6.5 Waivers. The failure of any party to require strict performance by any other party of any provision in this Agreement will not waive or diminish that party's right to demand strict performance thereafter of that or any other provision hereof. 6.6 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the parties hereto. 6.7 Assignment. This Agreement may not be assigned by any party, other than to an Affiliate of such party or pursuant to a corporate reorganization or merger, without the consent of the other party. Any assignment in contravention of this Section 6.7 shall be void. 6.8 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. 6.9 Subsidiaries. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that is contemplated to be a Subsidiary of such party on and after the applicable Distribution Date. 6.10 Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. 6.11 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 6.12 Reserved. 6.13 GOVERNING LAW. THIS AGREEMENT 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. 6.14 Consent to Jurisdiction. Each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties agrees to commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional

11 reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.14. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 6.15 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in

11 reasons, in the Supreme Court of the State of New York, New York County. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.14. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 6.15 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 6.16 Laws and Government Regulations. Each Recipient shall be responsible for (i) compliance with all laws and governmental regulations affecting its businesses and (ii) any use such Recipient may make of the Transition Services to assist it in complying with such laws and governmental regulations. While the Provider shall not have any responsibility for the compliance by the Recipient of such Transition Services with such laws and regulations, the Provider agrees to use reasonable efforts to cause the Transition Services to be provided by such party to be designed in such manner that such Transition Services shall be able to assist the Recipient of such Transition Services in complying with applicable legal and regulatory responsibilities. 6.17 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the parties, it being understood and agreed that no provision contained herein, and no act of the parties, shall be deemed to create any relationship between the parties other than the relationship of buyer and seller of services nor be deemed to vest any rights, interests or claims in any third parties. The parties do not intend to waive any privileges or rights to which they may be entitled. 6.18 Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the applicable Distribution Agreement governing the relevant parties.

12 IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Transition Services Agreement to be executed the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ___________________________ Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ___________________________ Name: Volney Taylor Title: Chairman and Chief Executive Officer

12 IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Transition Services Agreement to be executed the day and year first above written. THE DUN & BRADSTREET CORPORATION
By: /s/ Frank R. Noonan ___________________________ Name: Frank R. Noonan Title: Senior Vice President

THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Volney Taylor ___________________________ Name: Volney Taylor Title: Chairman and Chief Executive Officer

COGNIZANT CORPORATION
By: /s/ Kenneth S. Siegel ___________________________ Name: Kenneth S. Siegel Title: Senior Vice President, General Counsel and Secretary

IMS HEALTH INCORPORATED
By: /s/ Kenneth S. Siegel ___________________________ Name: Kenneth S. Siegel Title: Senior Vice President, General Counsel and Secretary

ACNIELSEN CORPORATION
By: /s/ John A. Forster ___________________________ Name: John A. Forster Title: Vice President and Treasurer

GARTNER GROUP, INC.

13
By: /s/ George C. Roy Jr. ___________________________ Name: George C. Roy Jr. Title: Senior VP - Finance

13
By: /s/ George C. Roy Jr. ___________________________ Name: George C. Roy Jr. Title: Senior VP - Finance

Exhibit 10.9 The New Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 June 29, 1998 Kenneth Siegel, Esq. Cognizant Corporation 200 Nyala Farms Westport, CT 06880 Earl Doppelt, Esq. ACNielsen Corporation 177 Broad Street Stamford, CT 06901 Dear Sirs: Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among The Dun & Bradstreet Corporation ("D&B"), Cognizant Corporation ("Cognizant") and ACNielsen Corporation ("ACNielsen"). D&B has announced its intention to separate into two separate companies through a distribution (the "New D&B Distribution") to its stockholders of all of the shares of common stock of its subsidiary The New Dun & Bradstreet Corporation ("New D&B"). In Section 8.9(b) of the 1996 Distribution Agreement, D&B agreed not to make a distribution such as the New D&B Distribution unless it caused the distributed entity to undertake to both Cognizant and ACNielsen to be jointly and severally liable for all D&B Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(b) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the New D&B Distribution, New D&B undertakes to each of Cognizant and ACNielsen to be jointly and severally liable with D&B for all D&B Liabilities under the 1996 Distribution Agreement. Very truly yours, THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Nancy L. Henry --------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Counsel

Exhibit 10.14 AMENDED AND RESTATED AGREEMENT OF

Exhibit 10.9 The New Dun & Bradstreet Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 June 29, 1998 Kenneth Siegel, Esq. Cognizant Corporation 200 Nyala Farms Westport, CT 06880 Earl Doppelt, Esq. ACNielsen Corporation 177 Broad Street Stamford, CT 06901 Dear Sirs: Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among The Dun & Bradstreet Corporation ("D&B"), Cognizant Corporation ("Cognizant") and ACNielsen Corporation ("ACNielsen"). D&B has announced its intention to separate into two separate companies through a distribution (the "New D&B Distribution") to its stockholders of all of the shares of common stock of its subsidiary The New Dun & Bradstreet Corporation ("New D&B"). In Section 8.9(b) of the 1996 Distribution Agreement, D&B agreed not to make a distribution such as the New D&B Distribution unless it caused the distributed entity to undertake to both Cognizant and ACNielsen to be jointly and severally liable for all D&B Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in accordance with Section 8.9(b) of the 1996 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the New D&B Distribution, New D&B undertakes to each of Cognizant and ACNielsen to be jointly and severally liable with D&B for all D&B Liabilities under the 1996 Distribution Agreement. Very truly yours, THE NEW DUN & BRADSTREET CORPORATION
By: /s/ Nancy L. Henry --------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Counsel

Exhibit 10.14 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Of D&B INVESTORS L.P., A Delaware Limited Partnership By and Among

Exhibit 10.14 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Of D&B INVESTORS L.P., A Delaware Limited Partnership By and Among DUNS INVESTING VII CORPORATION DUN & BRADSTREET, INC. DUNS HOLDING, INC. UTRECHT-AMERICA FINANCE CO. AND LEIDEN, INC.

TABLE OF CONTENTS Page ---ARTICLE I THE PARTNERSHIP..............................1 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 1.01. 1.02. 1.03. 1.04. 1.05. 1.06. 1.07. 1.08. 1.09. 1.10. 1.11. Formation...............................................1 Name....................................................1 Purpose.................................................1 Principal Place of Business.............................2 Term....................................................2 Filings; Agent for Service of Process...................2 Title to Partnership Property...........................2 Payments of Individual Obligations......................3 Independent Activities; Transactions with Affiliates....3 Definitions.............................................4 Other Terms............................................19 ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS.....................20 SECTION SECTION SECTION SECTION 2.01. 2.02. 2.03. 2.04. General Partner........................................20 Limited Partners.......................................20 Additional Capital Contributions.......................21 Other Matters..........................................22 ARTICLE III ALLOCATIONS...............................23 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 3.01. 3.02. 3.03. 3.04. 3.05. 3.06. 3.07. 3.08. Profits................................................23 Losses.................................................24 Special Loss Allocation................................24 Other Special Allocations..............................25 Curative Allocations...................................26 Loss Limitation........................................26 Other Allocation Rules.................................26 Tax Allocations: Code Section 704(c)..................27

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TABLE OF CONTENTS Page ---ARTICLE I THE PARTNERSHIP..............................1 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 1.01. 1.02. 1.03. 1.04. 1.05. 1.06. 1.07. 1.08. 1.09. 1.10. 1.11. Formation...............................................1 Name....................................................1 Purpose.................................................1 Principal Place of Business.............................2 Term....................................................2 Filings; Agent for Service of Process...................2 Title to Partnership Property...........................2 Payments of Individual Obligations......................3 Independent Activities; Transactions with Affiliates....3 Definitions.............................................4 Other Terms............................................19 ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS.....................20 SECTION SECTION SECTION SECTION 2.01. 2.02. 2.03. 2.04. General Partner........................................20 Limited Partners.......................................20 Additional Capital Contributions.......................21 Other Matters..........................................22 ARTICLE III ALLOCATIONS...............................23 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 3.01. 3.02. 3.03. 3.04. 3.05. 3.06. 3.07. 3.08. Profits................................................23 Losses.................................................24 Special Loss Allocation................................24 Other Special Allocations..............................25 Curative Allocations...................................26 Loss Limitation........................................26 Other Allocation Rules.................................26 Tax Allocations: Code Section 704(c)..................27

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Page ---ARTICLE IV DISTRIBUTIONS..............................28 SECTION 4.01. SECTION 4.02. Cash Flow..............................................28 Amounts Withheld.......................................28 ARTICLE V MANAGEMENT................................28 SECTION SECTION SECTION SECTION SECTION SECTION 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. Authority of the General Partner.......................28 Right to Rely on the General Partner...................28 Restrictions on Authority of the General Partner.......29 Duties and Obligations of the General Partner..........31 Indemnification of the Partners........................32 Compensation and Expenses..............................34 ARTICLE VI ROLE OF LIMITED PARTNERS.........................35 SECTION 6.01. SECTION 6.02. SECTION 6.03. Rights or Powers.......................................35 Voting Rights..........................................35 Procedure for Consent..................................35 ARTICLE VII REPRESENTATIONS AND WARRANTIES......................35 SECTION 7.01. In General.............................................35

Page ---ARTICLE IV DISTRIBUTIONS..............................28 SECTION 4.01. SECTION 4.02. Cash Flow..............................................28 Amounts Withheld.......................................28 ARTICLE V MANAGEMENT................................28 SECTION SECTION SECTION SECTION SECTION SECTION 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. Authority of the General Partner.......................28 Right to Rely on the General Partner...................28 Restrictions on Authority of the General Partner.......29 Duties and Obligations of the General Partner..........31 Indemnification of the Partners........................32 Compensation and Expenses..............................34 ARTICLE VI ROLE OF LIMITED PARTNERS.........................35 SECTION 6.01. SECTION 6.02. SECTION 6.03. Rights or Powers.......................................35 Voting Rights..........................................35 Procedure for Consent..................................35 ARTICLE VII REPRESENTATIONS AND WARRANTIES......................35 SECTION 7.01. SECTION 7.02. In General.............................................35 Representations and Warranties.........................35 ARTICLE VIII ACCOUNTING; BOOKS AND RECORDS......................38 SECTION SECTION SECTION SECTION 8.01. 8.02. 8.03. 8.04. Accounting; Books and Records..........................38 Reports................................................39 Tax Matters............................................41 Proprietary Information................................42 ARTICLE IX AMENDMENTS; MEETINGS...........................42 SECTION 9.01. Amendments.............................................42

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Page ---SECTION 9.02. SECTION 9.03. Meetings of the Partners...............................42 Unanimous Consent......................................43 ARTICLE X TRANSFERS OF INTERESTS..........................43 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 10.01. 10.02. 10.03. 10.04. 10.05. 10.06. 10.07. 10.08. Restriction on Transfers..............................43 Permitted Transfers...................................43 Conditions to Permitted Transfers.....................44 Prohibited Transfers..................................45 Rights of Unadmitted Assignees........................45 Admission as Substituted Partners.....................46 Distributions with Respect to Transferred Interests...46 Retirement of Class A Limited Partners' Interests in the Partnership; Determination of Mark-to-Market Values and Gross Asset Values.......................47 ARTICLE XI GENERAL PARTNER.............................49 SECTION 11.01. SECTION 11.02. Covenant Not to Withdraw, Transfer, or Dissolve.......49 Termination of Status as General Partner..............49

Page ---SECTION 9.02. SECTION 9.03. Meetings of the Partners...............................42 Unanimous Consent......................................43 ARTICLE X TRANSFERS OF INTERESTS..........................43 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 10.01. 10.02. 10.03. 10.04. 10.05. 10.06. 10.07. 10.08. Restriction on Transfers..............................43 Permitted Transfers...................................43 Conditions to Permitted Transfers.....................44 Prohibited Transfers..................................45 Rights of Unadmitted Assignees........................45 Admission as Substituted Partners.....................46 Distributions with Respect to Transferred Interests...46 Retirement of Class A Limited Partners' Interests in the Partnership; Determination of Mark-to-Market Values and Gross Asset Values.......................47 ARTICLE XI GENERAL PARTNER.............................49 SECTION 11.01. SECTION 11.02. SECTION 11.03. Covenant Not to Withdraw, Transfer, or Dissolve.......49 Termination of Status as General Partner..............49 Election of New General Partners......................50 ARTICLE XII DISSOLUTION AND WINDING UP........................50 SECTION 12.01. SECTION 12.02. SECTION 12.03. SECTION SECTION SECTION SECTION SECTION SECTION SECTION 12.04. 12.05. 12.06. 12.07. 12.08. 12.09. 12.10. Liquidating Events....................................50 Winding Up............................................51 Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations.............52 Deemed Distribution and Recontribution................53 Rights of Partners....................................54 Notice of Dissolution.................................54 Liquidation Guaranteed Payment........................54 Character of Liquidating Distributions................54 The Liquidator........................................54 Form of Liquidating Distributions.....................55

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Page ---ARTICLE XIII POWER OF ATTORNEY............................55 SECTION 13.01. SECTION 13.02. General Partner as Attorney-In-Fact...................55 Nature of Special Power...............................56 ARTICLE XIV NOTICE EVENTS..............................56 SECTION 14.01. SECTION 14.02. SECTION 14.03. Notice Events.........................................56 Liquidation Notice....................................57 Electing Partners' Purchase Option....................57 ARTICLE XV MISCELLANEOUS..............................58 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 15.01. 15.02. 15.03. 15.04. 15.05. 15.06. 15.07. 15.08. 15.09. 15.10. Notices...............................................58 Binding Effect........................................59 Construction..........................................59 Headings..............................................59 Severability..........................................59 Variation of Pronouns.................................59 Governing Law.........................................60 Waiver of Action for Partition........................60 Waiver of Jury Trial..................................60 Consent to Jurisdiction...............................60

Page ---ARTICLE XIII POWER OF ATTORNEY............................55 SECTION 13.01. SECTION 13.02. General Partner as Attorney-In-Fact...................55 Nature of Special Power...............................56 ARTICLE XIV NOTICE EVENTS..............................56 SECTION 14.01. SECTION 14.02. SECTION 14.03. Notice Events.........................................56 Liquidation Notice....................................57 Electing Partners' Purchase Option....................57 ARTICLE XV MISCELLANEOUS..............................58 SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION SECTION 15.01. 15.02. 15.03. 15.04. 15.05. 15.06. 15.07. 15.08. 15.09. 15.10. 15.11. 15.12. 15.13. Notices...............................................58 Binding Effect........................................59 Construction..........................................59 Headings..............................................59 Severability..........................................59 Variation of Pronouns.................................59 Governing Law.........................................60 Waiver of Action for Partition........................60 Waiver of Jury Trial..................................60 Consent to Jurisdiction...............................60 Counterpart Execution.................................60 Sole and Absolute Discretion..........................60 Specific Performance..................................60

EXHIBITS EXHIBIT A - Contribution Agreement EXHIBIT B - Form Demand Note and Guaranty of Payment EXHIBIT C - Form Confidentiality Certificate EXHIBIT D-1 - Form Transferor Certificate EXHIBIT D-2 - Form Transferee Certificate iv

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P., A DELAWARE LIMITED PARTNERSHIP This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the 1st day of April, 1997, by and among Duns Investing VII Corporation, a Delaware corporation ("Investing"), as the General Partner, Utrecht-America Finance Co., a Delaware corporation ("Utrecht"), and Leiden, Inc., a Delaware corporation ("Leiden"), as the Class A Limited Partners, and Dun & Bradstreet, Inc., a Delaware corporation ("DBI"), and Duns Holding, Inc., a Delaware corporation ("Holding"), as the Class B Limited Partners. ARTICLE I THE PARTNERSHIP SECTION 1.01. Formation. The Partnership was formed on October 14, 1993. The Partners hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. This Agreement completely amends, restates and supersedes that certain Agreement of Limited Partnership of D&B Investors L.P., a Delaware limited partnership entered into on October 14, 1993 and amended to date (the "Original Partnership Agreement"). Simultaneously with the execution of this Agreement, DBI hereby withdraws as a general partner and is admitted as a Class B Limited Partner, Investing hereby withdraws as a limited partner and is admitted as the General Partner, Leiden is hereby

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P., A DELAWARE LIMITED PARTNERSHIP This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the 1st day of April, 1997, by and among Duns Investing VII Corporation, a Delaware corporation ("Investing"), as the General Partner, Utrecht-America Finance Co., a Delaware corporation ("Utrecht"), and Leiden, Inc., a Delaware corporation ("Leiden"), as the Class A Limited Partners, and Dun & Bradstreet, Inc., a Delaware corporation ("DBI"), and Duns Holding, Inc., a Delaware corporation ("Holding"), as the Class B Limited Partners. ARTICLE I THE PARTNERSHIP SECTION 1.01. Formation. The Partnership was formed on October 14, 1993. The Partners hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. This Agreement completely amends, restates and supersedes that certain Agreement of Limited Partnership of D&B Investors L.P., a Delaware limited partnership entered into on October 14, 1993 and amended to date (the "Original Partnership Agreement"). Simultaneously with the execution of this Agreement, DBI hereby withdraws as a general partner and is admitted as a Class B Limited Partner, Investing hereby withdraws as a limited partner and is admitted as the General Partner, Leiden is hereby admitted as a Class A Limited Partner and Holding is hereby admitted as a Class B Limited Partner. SECTION 1.02. Name. The name of the Partnership shall continue to be D&B Investors L.P., a Delaware limited partnership, and all business of the Partnership shall continue to be conducted in such name or, in the discretion of the General Partner, under any other name; provided that, the General Partner may change the name of the Partnership only upon ten (10) Business Days notice to the Limited Partners. SECTION 1.03. Purpose. The purpose of the Partnership is to engage in the business of owning certain investments in Permitted Assets and to manage, protect and conserve such investments in Permitted Assets and to make such additional investments and engage in such additional business endeavors as are permitted under this Agreement, and engage in activities related or incidental thereto. The Partnership shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the

2 purpose of the Partnership and shall have without limitation, any and all powers that may be exercised on behalf of the Partnership by the General Partner pursuant to Section 1.09(c) and Article V hereof. SECTION 1.04. Principal Place of Business. The principal place of business of the Partnership shall continue to be at 911 Washington Street, Suite 100, Wilmington, Delaware 19801, Attention: Kenneth J. Kubacki. The General Partner may change the principal place of business of the Partnership to any other place within or without the State of Delaware upon ten (10) Business Days notice to the Limited Partners. The registered office of the Partnership in the State of Delaware is located at Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. SECTION 1.05. Term. The term of the Partnership commenced on the date the certificate of limited partnership described in Section 17-201 of the Act (the "Certificate") was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event as provided in Article XII. SECTION 1.06. Filings; Agent for Service of Process. (a) The General Partner has caused the Certificate to be filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The General Partner shall take any and all other actions including without limitation the filing of amendments to the Certificate reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership

2 purpose of the Partnership and shall have without limitation, any and all powers that may be exercised on behalf of the Partnership by the General Partner pursuant to Section 1.09(c) and Article V hereof. SECTION 1.04. Principal Place of Business. The principal place of business of the Partnership shall continue to be at 911 Washington Street, Suite 100, Wilmington, Delaware 19801, Attention: Kenneth J. Kubacki. The General Partner may change the principal place of business of the Partnership to any other place within or without the State of Delaware upon ten (10) Business Days notice to the Limited Partners. The registered office of the Partnership in the State of Delaware is located at Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. SECTION 1.05. Term. The term of the Partnership commenced on the date the certificate of limited partnership described in Section 17-201 of the Act (the "Certificate") was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event as provided in Article XII. SECTION 1.06. Filings; Agent for Service of Process. (a) The General Partner has caused the Certificate to be filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The General Partner shall take any and all other actions including without limitation the filing of amendments to the Certificate reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of the State of Delaware or any other states in which the Partnership is engaged in business. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act. Such amendments may be executed by any General Partner and by each Person designated in the amendment as a new General Partner. (b) The registered agent for service of process on the Partnership in the State of Delaware shall be Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or any successor as appointed by the General Partner in accordance with the Act. (c) Upon the dissolution and completion of the winding up and liquidation of the Partnership, the General Partner (or, in the event there is no remaining General Partner, any Person appointed pursuant to Section 12.09) shall promptly execute and cause to be filed certificates of cancellation in accordance with the Act and the laws of any other states or jurisdictions in which the General Partner or such other appointed Person, as the case may be, deems such filing necessary or advisable. SECTION 1.07. Title to Partnership Property. All Partnership Property shall be owned by the Partnership as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner's interest in the Partnership shall be personal

3 property for all purposes. The Partnership shall hold all of its property in the name of the Partnership and not in the name of any Partner. SECTION 1.08. Payments of Individual Obligations. The Partnership's credit and assets shall be used solely for the benefit of the Partnership, and no asset of the Partnership shall be Transferred or encumbered for or in payment of any individual obligation of any Partner. SECTION 1.09. Independent Activities; Transactions with Affiliates. (a) The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion. (b) To the extent permitted by applicable law and except as otherwise provided in this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may be related to the activities or businesses of the Partnership, without having or incurring any obligation to offer any interest in such activities or

3 property for all purposes. The Partnership shall hold all of its property in the name of the Partnership and not in the name of any Partner. SECTION 1.08. Payments of Individual Obligations. The Partnership's credit and assets shall be used solely for the benefit of the Partnership, and no asset of the Partnership shall be Transferred or encumbered for or in payment of any individual obligation of any Partner. SECTION 1.09. Independent Activities; Transactions with Affiliates. (a) The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion. (b) To the extent permitted by applicable law and except as otherwise provided in this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may be related to the activities or businesses of the Partnership, without having or incurring any obligation to offer any interest in such activities or businesses to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant to this Agreement shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner to permit the Partnership or any Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to the Partners' and their Affiliates' freedom of action provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, in law or in equity. (c) To the extent permitted by applicable law and except as otherwise provided in this Agreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner; provided that any such purchase, sale or other transaction shall be in the ordinary course of the Partnership's business and shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third party on prevailing market terms. The Partners agree that the Contribution Agreement, D&B Loans, D&B Guaranteed Loans, and the Lease Agreement satisfy this independent third-party standard and the Partners hereby authorize the General Partner to cause the Partnership to enter into the documents referenced in this Section 1.09(c). (d) Each Partner and any Affiliate thereof may also borrow money from, and transact other business with the Partnership and, subject to other applicable law, has the same rights and

4 obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in any Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner. SECTION 1.10. Definitions. Capitalized words and phrases used in this Agreement have the following meanings: "Act" means the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. tit. 6, Sections 17-101 to 17-1111, as amended, modified or supplemented from time to time (or any corresponding provisions of succeeding law). "Additional Capital Contributions" means, with respect to each Partner, the Capital Contributions made by such Partner (or its predecessors in interest) pursuant to Section 2.03. "Adjusted Capital Account Deficit" means, with respect to each Limited Partner, the deficit balance, if any, in such Limited Partner's Capital Account as of the end of the relevant Allocation Year, after giving effect to the

4 obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in any Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner. SECTION 1.10. Definitions. Capitalized words and phrases used in this Agreement have the following meanings: "Act" means the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. tit. 6, Sections 17-101 to 17-1111, as amended, modified or supplemented from time to time (or any corresponding provisions of succeeding law). "Additional Capital Contributions" means, with respect to each Partner, the Capital Contributions made by such Partner (or its predecessors in interest) pursuant to Section 2.03. "Adjusted Capital Account Deficit" means, with respect to each Limited Partner, the deficit balance, if any, in such Limited Partner's Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments: (i) Credit to such Capital Account any amounts which such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any officer, director or general partner of such Person, or (iii) any Person who is an officer, director, general partner or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the term "control," (including, with correlative meanings, the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

5 "Agreement" means this Amended and Restated Agreement of Limited Partnership, as amended, modified or supplemented from time to time. All references in this Agreement to "Section" or "Sections" are to a section or sections of this Agreement unless otherwise specified. "Allocation Year" means (i) the period commencing on the Closing Date and ending on December 31, 1997, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to Article III. "Alternative Appraiser" means any of the "Big Six" accounting firms (including appraisal divisions thereof or successors thereto), Valuation Research Corp., Arthur D. Little, Inc., American Appraisal Valuation Research, American Appraisal Associates Inc., Valuation Counselors Inc., Software Productivity Research, Stephen C. Gerard (including any firm with which he is associated), or with the consent of all Partners, any firm recommended by any of the foregoing Alternative Appraisers. "Applicable Margin" means, as of the determination date for LIBOR with respect to any Loan, the Applicable Rate for a Eurocurrency Revolving Loan on such date, in each case, as defined in, and determined in accordance with the provisions of, the D&B Credit Facility. . "Bankruptcy" means, with respect to any Person, a "Voluntary Bankruptcy" or an "Involuntary Bankruptcy." A

5 "Agreement" means this Amended and Restated Agreement of Limited Partnership, as amended, modified or supplemented from time to time. All references in this Agreement to "Section" or "Sections" are to a section or sections of this Agreement unless otherwise specified. "Allocation Year" means (i) the period commencing on the Closing Date and ending on December 31, 1997, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to Article III. "Alternative Appraiser" means any of the "Big Six" accounting firms (including appraisal divisions thereof or successors thereto), Valuation Research Corp., Arthur D. Little, Inc., American Appraisal Valuation Research, American Appraisal Associates Inc., Valuation Counselors Inc., Software Productivity Research, Stephen C. Gerard (including any firm with which he is associated), or with the consent of all Partners, any firm recommended by any of the foregoing Alternative Appraisers. "Applicable Margin" means, as of the determination date for LIBOR with respect to any Loan, the Applicable Rate for a Eurocurrency Revolving Loan on such date, in each case, as defined in, and determined in accordance with the provisions of, the D&B Credit Facility. . "Bankruptcy" means, with respect to any Person, a "Voluntary Bankruptcy" or an "Involuntary Bankruptcy." A "Voluntary Bankruptcy" means, with respect to any Person, (a) (i) the inability of such Person generally to pay its debts as such debts become due, (ii) the failure of such Person generally to pay its debts as such debts become due, or (iii) an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (b) the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property, or (c) corporate action taken by such Person to authorize any of the actions set forth above. An "Involuntary Bankruptcy" means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within sixty (60) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of

6 such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within sixty (60) days. It is the intent of the Partners that these definitions supersede those set forth in Section 17402(d)(4) of the Act. "Business Day" means any day except Saturday or Sunday or any other day on which commercial banks are required or authorized by law to close in New York City or on which dealings in deposits are not carried on in the London interbank market. "Capital Account" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions: (i) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 3.03, 3.04 or 3.05. (ii) To each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner's

6 such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within sixty (60) days. It is the intent of the Partners that these definitions supersede those set forth in Section 17402(d)(4) of the Act. "Business Day" means any day except Saturday or Sunday or any other day on which commercial banks are required or authorized by law to close in New York City or on which dealings in deposits are not carried on in the London interbank market. "Capital Account" means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions: (i) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions, such Partner's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 3.03, 3.04 or 3.05. (ii) To each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 3.03, 3.04 or 3.05. (iii) In the event all or a portion of an Interest in the Partnership is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Interest. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and they shall be interpreted and applied in a manner consistent with such Regulations. "Capital Contributions" means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner (or its predecessors in interest) with respect to the Interest in the Partnership held by such Partner. "Cash Available for Distribution" for any Fiscal Quarter means the gross cash proceeds of the Partnership less the portion thereof used to pay or establish reasonable reserves for all Partnership expenses (including, without limitation, taxes), all as determined by the General Partner. "Cash Available for Distribution" will not be reduced by depreciation, depletion, amortization, cost recovery deduction, or similar allowances, and will be increased by any reductions of reserves previously established pursuant to the first sentence of this definition.

7 "Cash Equivalents" shall mean cash and any of the following: (i) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, or (ii) insured certificates of deposit of or time or demand deposits with (A) any commercial bank that is a member of the Federal Reserve System, the parent of which issues commercial paper rated at least P-1 (or the equivalent grade) by Moody's or A-1 (or the then equivalent grade) by S&P, is organized under the laws of the United States or any State thereof, and the long term unsecured debt of which is rated A-2 or better by Moody's and A or better by S&P or (B) any commercial bank organized under the laws of any OECD member country (as of the effective date of this Agreement) which is not subject to currency controls and the long term unsecured debt of which is rated A-2 or better by Moody's and A or better by S&P; provided, however, that all Partnership Property described in this definition other than cash shall have a maturity of not longer than ninety (90) days. "Certificate" has the meaning set forth in Section 1.05. "Class A Limited Partner" means any Person who (i) is referred to as such in the introductory statement of this Agreement or who has become a substituted Class A Limited Partner pursuant to the terms of this Agreement,

7 "Cash Equivalents" shall mean cash and any of the following: (i) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, or (ii) insured certificates of deposit of or time or demand deposits with (A) any commercial bank that is a member of the Federal Reserve System, the parent of which issues commercial paper rated at least P-1 (or the equivalent grade) by Moody's or A-1 (or the then equivalent grade) by S&P, is organized under the laws of the United States or any State thereof, and the long term unsecured debt of which is rated A-2 or better by Moody's and A or better by S&P or (B) any commercial bank organized under the laws of any OECD member country (as of the effective date of this Agreement) which is not subject to currency controls and the long term unsecured debt of which is rated A-2 or better by Moody's and A or better by S&P; provided, however, that all Partnership Property described in this definition other than cash shall have a maturity of not longer than ninety (90) days. "Certificate" has the meaning set forth in Section 1.05. "Class A Limited Partner" means any Person who (i) is referred to as such in the introductory statement of this Agreement or who has become a substituted Class A Limited Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a Class A Limited Partner. "Class B Limited Partner" means any Person who (i) is referred to as such in the introductory statement of this Agreement or who has become a substituted Class B Limited Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a Class B Limited Partner. "Closing Date" means April 1, 1997. "Closing Date Capital Account" means, with respect to each Partner, the Capital Account balance stated for such Partner in Section 2.01 or 2.02 as the case may be. "Code" means the Internal Revenue Code of 1986, as amended, modified or supplemented from time to time, or any successor legislation. "Computer Equipment" has the meaning set forth in paragraph (vii) of the definition of "Permitted Assets." "Contribution Agreement" means the Contribution Agreement between Holding on the one hand, and the Partnership on the other hand, attached hereto as Exhibit A. "D&B" means The Dun & Bradstreet Corporation, a Delaware corporation.

8 "D&B Credit Facility" means that certain $1,000,000,000 Credit Agreement, dated as of August 30, 1996 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, as it may be amended, modified, supplemented, substituted or refinanced from time to time. "D&B Event" has the meaning set forth in the D&B Guaranty of even date herewith given by D&B in favor of the Class A Limited Partners. "D&B Guaranteed Loan" means a Loan made by the Partnership or a Partnership Subsidiary to an Affiliate of D&B in each case guaranteed by D&B. "D&B Loan" means a Loan made by the Partnership or a Partnership Subsidiary to D&B. "D&B Partners" means Investing, DBI and Holding and any other Affiliate of D&B which may from time to time own an Interest hereunder.

8 "D&B Credit Facility" means that certain $1,000,000,000 Credit Agreement, dated as of August 30, 1996 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, as it may be amended, modified, supplemented, substituted or refinanced from time to time. "D&B Event" has the meaning set forth in the D&B Guaranty of even date herewith given by D&B in favor of the Class A Limited Partners. "D&B Guaranteed Loan" means a Loan made by the Partnership or a Partnership Subsidiary to an Affiliate of D&B in each case guaranteed by D&B. "D&B Loan" means a Loan made by the Partnership or a Partnership Subsidiary to D&B. "D&B Partners" means Investing, DBI and Holding and any other Affiliate of D&B which may from time to time own an Interest hereunder. "Demand Note" means any promissory note evidencing a Loan in the form attached hereto as Exhibit B. "Depreciation" means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Allocation Year, except that (x) with respect to any asset whose Gross Value differs from its adjusted tax basis for United States federal income tax purposes and which difference is being eliminated by use of the "remedial method" defined by ss. 1.704-3(d) of the Regulations, Depreciation for such Allocation Year shall be the amount of book basis recovered for such Allocation Year under the rules prescribed by ss. 1.704-3(d)(2) of the Regulations; and (y) with respect to any other asset whose Gross Asset Value differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner. "Early Liquidation Date" has the meaning set forth in the definition of "Early Liquidation Premium."

9 "Early Liquidation Premium" means, with respect to each Class A Limited Partner, an amount determined for such Partner as of any date occurring prior to the fourth anniversary of the Closing Date on which (w) the Partnership is liquidated pursuant to Article XII, (x) such Partner's Interest is retired in whole or in part pursuant to Section 10.08 or (y) the Interest of such Class A Limited Partner is purchased pursuant to Section 14.03 (the "Early Liquidation Date"), equal to the excess, if any, of (i) the present value of the deemed quarterly distributions to be made to such Class A Limited Partner on the last business day of each Fiscal Quarter equal to 7.47% of such Class A Limited Partner's Unrecovered Capital as of the Early Liquidation Date during the period beginning on the Early Liquidation Date and ending on such fourth anniversary, minus (ii) the present value of a series of amounts defined by the product of (A) such Class A Limited Partner's Unrecovered Capital as of the Early Liquidation Date multiplied times (B) a percentage that will be defined by the sum of (1) the sum of (a) the bid side of the Treasury yield plus (b) the bid side of the interbank swap spread, in each case best approximating the period between the Early Liquidation Date and ending on such fourth anniversary, plus (2) 50 basis points, the present value determined under subparagraph (i) and the present value determined under subparagraph (ii) each to be calculated using the sum of (X) the bid side of the Treasury yield, plus (Y) the bid side of the interbank swap spread, in each case best approximating the period between the Early Liquidation Date and ending on such fourth anniversary as the discount rate. "Electing Partners" has the meaning set forth in Section 14.03(a).

9 "Early Liquidation Premium" means, with respect to each Class A Limited Partner, an amount determined for such Partner as of any date occurring prior to the fourth anniversary of the Closing Date on which (w) the Partnership is liquidated pursuant to Article XII, (x) such Partner's Interest is retired in whole or in part pursuant to Section 10.08 or (y) the Interest of such Class A Limited Partner is purchased pursuant to Section 14.03 (the "Early Liquidation Date"), equal to the excess, if any, of (i) the present value of the deemed quarterly distributions to be made to such Class A Limited Partner on the last business day of each Fiscal Quarter equal to 7.47% of such Class A Limited Partner's Unrecovered Capital as of the Early Liquidation Date during the period beginning on the Early Liquidation Date and ending on such fourth anniversary, minus (ii) the present value of a series of amounts defined by the product of (A) such Class A Limited Partner's Unrecovered Capital as of the Early Liquidation Date multiplied times (B) a percentage that will be defined by the sum of (1) the sum of (a) the bid side of the Treasury yield plus (b) the bid side of the interbank swap spread, in each case best approximating the period between the Early Liquidation Date and ending on such fourth anniversary, plus (2) 50 basis points, the present value determined under subparagraph (i) and the present value determined under subparagraph (ii) each to be calculated using the sum of (X) the bid side of the Treasury yield, plus (Y) the bid side of the interbank swap spread, in each case best approximating the period between the Early Liquidation Date and ending on such fourth anniversary as the discount rate. "Electing Partners" has the meaning set forth in Section 14.03(a). "Election Date" has the meaning set forth in Section 14.03(a). "Election Notice" has the meaning set forth in Section 14.03(a). "Expenses" means any and all judgments, damages or penalties with respect to, or amounts paid in settlement of, claims (including, but not limited to negligence, strict or absolute liability, liability in tort and liabilities arising out of violation of laws or regulatory requirements of any kind), actions, or suits; and any and all taxes (including, without limitation, taxes on any indemnification payments and including interest, additions to tax and penalties), liabilities, obligations, costs, expenses and disbursements (including, without limitation, reasonable legal fees and expenses). "Fiscal Quarter" means (i) the period commencing on the Closing Date and ending on June 30, 1997, and (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1 and October 1 and ending on the next of March 31, June 30, September 30 and December 31; provided that the last fiscal quarter shall end on the date on which all Partnership Property is distributed pursuant to Section 12.02 and the Certificate has been canceled pursuant to the Act.

10 "Fiscal Year" means (i) the period commencing on the Closing Date and ending on December 31, 1997, and (ii) any subsequent period commencing on January 1 and ending on the earlier to occur of (A) the following December 31, or (B) the date on which all Partnership Property is distributed pursuant to Section 12.02 and the Certificate has been canceled pursuant to the Act. "Form Confidentiality Agreement" has the meaning set forth in Section 10.03(a). "Form Transferee Certificate" has the meaning set forth in Section 10.03(f). "Form Transferor Certificate" has the meaning set forth in Section 10.03(f). "GAAP" means United States generally accepted accounting principles as in effect from time to time, consistently applied. "General Partner" means any Person who (i) is referred to as such in the introductory statement of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement.

10 "Fiscal Year" means (i) the period commencing on the Closing Date and ending on December 31, 1997, and (ii) any subsequent period commencing on January 1 and ending on the earlier to occur of (A) the following December 31, or (B) the date on which all Partnership Property is distributed pursuant to Section 12.02 and the Certificate has been canceled pursuant to the Act. "Form Confidentiality Agreement" has the meaning set forth in Section 10.03(a). "Form Transferee Certificate" has the meaning set forth in Section 10.03(f). "Form Transferor Certificate" has the meaning set forth in Section 10.03(f). "GAAP" means United States generally accepted accounting principles as in effect from time to time, consistently applied. "General Partner" means any Person who (i) is referred to as such in the introductory statement of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement. "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross value of such asset as determined pursuant to Section 2.03(b); provided that the initial Gross Asset Values of the assets contributed to the Partnership pursuant to Section 2.02 shall be as set forth in such Section; (ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross values as determined in accordance with Section 10.08(b)(i) in connection with the following events: (A) the acquisition of an additional interest in the Partnership by any Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (C) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); (iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross value of such asset as determined in accordance with Section 10.08(b)(i) (or, in the case of cash, shall be its face amount) as of the date of such distribution; and

11 (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vii) of the definition of "Profits" and "Losses" or Section 3.04 (c); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of the allocations made pursuant to Article III. For purposes of this definition of Gross Asset Value, a Capital Contribution or distribution shall be considered de minimis if its value is less than $1,000,000. "Guaranty of Payment" means any guaranty given by D&B in connection with a D&B Guaranteed Loan in the

11 (iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vii) of the definition of "Profits" and "Losses" or Section 3.04 (c); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv). If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of the allocations made pursuant to Article III. For purposes of this definition of Gross Asset Value, a Capital Contribution or distribution shall be considered de minimis if its value is less than $1,000,000. "Guaranty of Payment" means any guaranty given by D&B in connection with a D&B Guaranteed Loan in the form attached hereto as Exhibit B. "Indebtedness" of a Person means (i) any indebtedness for borrowed money or deferred purchase price of property or services as evidenced by a note, bond, or other instrument, (ii) obligations to pay money as lessee under capital leases, (iii) to the extent of the fair market value of any asset owned or held by such Person, obligations to pay money secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on such asset whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) obligations in respect of any accounts payable, and (v) obligations under direct or indirect guarantees of (including obligations (contingent or otherwise) to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii) and (iv) above, provided that Indebtedness shall not include obligations in respect of any accounts payable that are incurred in the ordinary course of such Person's business and are not delinquent or are being contested in good faith by appropriate proceedings. "Indemnitee" has the meaning set forth in Section 5.05(f)(i). "Indemnitor" has the meaning set forth in Section 5.05(f)(i). "Interest" means any interest in the Partnership representing some or all of the Capital Contributions made by a Partner pursuant to Article II, including any and all benefits to which the holder of such an interest may be entitled as provided in this

12 Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. "Involuntary Bankruptcy" has the meaning set forth in the definition of Bankruptcy. "Issuance Items" has the meaning set forth in Section 3.04(d). "Lease Agreement" means that certain Software and Database Lease Agreement dated of even date herewith, between the Partnership and DBI, pursuant to which the Software and Databases are licensed to DBI. "Leiden" means Leiden, Inc., a Delaware corporation. "LIBOR" has the meaning set forth in the form Demand Note. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or

12 Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. "Involuntary Bankruptcy" has the meaning set forth in the definition of Bankruptcy. "Issuance Items" has the meaning set forth in Section 3.04(d). "Lease Agreement" means that certain Software and Database Lease Agreement dated of even date herewith, between the Partnership and DBI, pursuant to which the Software and Databases are licensed to DBI. "Leiden" means Leiden, Inc., a Delaware corporation. "LIBOR" has the meaning set forth in the form Demand Note. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code (as in effect from time to time in the relevant jurisdiction), or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing). "Limited Partner" means any Class A Limited Partner or Class B Limited Partner. "Liquidating Event" has the meaning set forth in Section 12.01. "Liquidation Notice" has the meaning set forth in Section 14.02(a). "Liquidator" has the meaning set forth in Section 12.09. "Loan" means a loan that is made by the Partnership or a Partnership Subsidiary to, and at all times the obligor under which is, D&B or any Affiliate of D&B and the obligations of D&B with respect to which rank at all times at least pari passu with all other senior unsecured Indebtedness of D&B, provided that each such loan (i) is payable on demand, (ii) bears interest at a floating rate (based on 1-month, 3-month, 6-month or 12-month LIBOR) plus the Applicable Margin, (iii) is denominated in U.S. dollars, and (iv) is evidenced by a Demand Note including a Guaranty of Payment by D&B in the event that the loan is made to any Affiliate of D&B. "Losses" has the meaning set forth in the definition of "Profits" and "Losses."

13 "Mark-to-Market Balance Sheet" has the meaning set forth in Section 8.02(d)(i). "Mark-to-Market Value" has the meaning set forth in Section 10.08(b)(i). "Market Value" means with respect to any Permitted Security as to any date (i) if a Permitted Security is registered under the Exchange Act and listed on a national securities exchange or included on the National Association of Securities Dealers Automated Quotation System, National Market ("NASDAQ"), the closing sales price on such date (or in the event such date is not a Business Day, the Business Day immediately preceding such date), and (ii) if a Permitted Security is not traded on a national securities exchange or listed on NASDAQ or the value otherwise cannot be determined under clause (i), the average of the firm prices bid for such date quoted by Morgan Stanley & Co. Incorporated, Salomon Brothers Inc. and The First Boston Corporation, in each case for the full amount of the specific security for which the Market Value is being determined. "Material Adverse Effect" with respect to each D&B Partner shall mean (i) a material adverse effect on the business, operations, properties, or condition (financial or otherwise) of the Partnership, (ii) a material adverse effect on the ability of the Partnership or each of the D&B Partners to perform their respective obligations

13 "Mark-to-Market Balance Sheet" has the meaning set forth in Section 8.02(d)(i). "Mark-to-Market Value" has the meaning set forth in Section 10.08(b)(i). "Market Value" means with respect to any Permitted Security as to any date (i) if a Permitted Security is registered under the Exchange Act and listed on a national securities exchange or included on the National Association of Securities Dealers Automated Quotation System, National Market ("NASDAQ"), the closing sales price on such date (or in the event such date is not a Business Day, the Business Day immediately preceding such date), and (ii) if a Permitted Security is not traded on a national securities exchange or listed on NASDAQ or the value otherwise cannot be determined under clause (i), the average of the firm prices bid for such date quoted by Morgan Stanley & Co. Incorporated, Salomon Brothers Inc. and The First Boston Corporation, in each case for the full amount of the specific security for which the Market Value is being determined. "Material Adverse Effect" with respect to each D&B Partner shall mean (i) a material adverse effect on the business, operations, properties, or condition (financial or otherwise) of the Partnership, (ii) a material adverse effect on the ability of the Partnership or each of the D&B Partners to perform their respective obligations hereunder and under the agreements referred to herein to which they are a party, or (iii) the invalidity or unenforceability of this Agreement or such other agreements or an assertion by the Partnership, or any such D&B Partner, that this Agreement or such other agreement is invalid or unenforceable or has an adverse effect on the rights or remedies of any Class A Limited Partner under this Agreement or such other agreements. "Material Adverse Effect" with respect to any Class A Limited Partner shall mean (i) a material adverse effect on the business, operations, properties, or condition (financial or otherwise) of such Class A Limited Partner, (ii) a material adverse effect on the ability of such Class A Limited Partner to perform its obligations hereunder and under the agreements referred to herein to which it is a party or (iii) the invalidity or unenforceability of this Agreement or such other agreements or an assertion by such Class A Limited Partner that this Agreement or such other agreement is invalid or unenforceable or an adverse effect on the rights or remedies of the D&B Partners under this Agreement or such other agreement. "Moody's" means Moody's Investors Service, Inc. or any successor by merger or consolidation to its business. "Notice Events" has the meaning set forth in Section 14.01. "OECD" means the Organization for Economic Cooperation and Development. "Original Partnership Agreement" has the meaning set forth in Section 1.01 hereof.

14 "Partners" means the General Partner and the Limited Partners. "Partner" means any one of the Partners. "Partnership" means the partnership continued pursuant to this Agreement and the partnership continuing the business of this Partnership pursuant to Section 12.01 in the event of dissolution as provided in this Agreement. "Partnership Property" means all real and personal property (including cash) owned by the Partnership and any improvements thereto, and shall include both tangible and intangible property. "Partnership Subsidiary" means either Partnership Subsidiary I or Partnership Subsidiary II. "Partnership Subsidiary I" has the meaning set forth in paragraph (ii) of the definition of "Permitted Assets." "Partnership Subsidiary II" has the meaning set forth in paragraph (iii) of the definition of "Permitted Assets."

14 "Partners" means the General Partner and the Limited Partners. "Partner" means any one of the Partners. "Partnership" means the partnership continued pursuant to this Agreement and the partnership continuing the business of this Partnership pursuant to Section 12.01 in the event of dissolution as provided in this Agreement. "Partnership Property" means all real and personal property (including cash) owned by the Partnership and any improvements thereto, and shall include both tangible and intangible property. "Partnership Subsidiary" means either Partnership Subsidiary I or Partnership Subsidiary II. "Partnership Subsidiary I" has the meaning set forth in paragraph (ii) of the definition of "Permitted Assets." "Partnership Subsidiary II" has the meaning set forth in paragraph (iii) of the definition of "Permitted Assets." "Partnership Subsidiary I Stock" has the meaning set forth in paragraph (ii) of the definition of "Permitted Assets." "Partnership Subsidiary II Stock" has the meaning set forth in paragraph (iii) of the definition of "Permitted Assets." "Percentage Interest" means, with respect to any Partner as of any date, the ratio (expressed as a percentage) of such Partner's Capital Account on such date to the aggregate Capital Accounts of all Partners on such date, such Capital Accounts to be determined after giving effect to all contributions, distributions and allocations for all Allocation Years ending on or prior to such date. The initial Percentage Interest of each Partner is set forth in Sections 2.01 and 2.02. In the event that it is necessary to determine the relative Percentage Interests of the Partners at a time when the Capital Accounts of all Partners are zero or less, their relative Percentage Interests shall be deemed to be the Percentage Interests set forth in Section 2.01 and 2.02. "Permitted Assets" means: (i) The Software and Databases contributed to the Partnership by Holding pursuant to Section 2.02;

15 (ii) One hundred percent (100%) of the issued and outstanding stock ("Partnership Subsidiary I Stock") of Duns Investing Corporation, a Delaware corporation (the "Partnership Subsidiary I"); (iii) One hundred percent (100%) of the issued and outstanding stock ("Partnership Subsidiary II Stock") of the corporation formed by the Partnership pursuant to Section 5.04(i) (the "Partnership Subsidiary II"); (iv) D&B Loans and D&B Guaranteed Loans; (v) Cash or Cash Equivalents; (vi) Permitted Securities; and (vii) The computers and related equipment owned by the Partnership on the Closing Date (the "Computer Equipment"). "Permitted Encumbrances" means, collectively, (i) "Permitted Encumbrances" as defined in the Contribution Agreement, and (ii) Liens and encumbrances of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or which are being contested in good faith by appropriate proceedings.

15 (ii) One hundred percent (100%) of the issued and outstanding stock ("Partnership Subsidiary I Stock") of Duns Investing Corporation, a Delaware corporation (the "Partnership Subsidiary I"); (iii) One hundred percent (100%) of the issued and outstanding stock ("Partnership Subsidiary II Stock") of the corporation formed by the Partnership pursuant to Section 5.04(i) (the "Partnership Subsidiary II"); (iv) D&B Loans and D&B Guaranteed Loans; (v) Cash or Cash Equivalents; (vi) Permitted Securities; and (vii) The computers and related equipment owned by the Partnership on the Closing Date (the "Computer Equipment"). "Permitted Encumbrances" means, collectively, (i) "Permitted Encumbrances" as defined in the Contribution Agreement, and (ii) Liens and encumbrances of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or which are being contested in good faith by appropriate proceedings. "Permitted Securities" means any of the following: (i) Direct obligations of the United States of America for the payment of which its full faith and credit is pledged, Federal Home Loan Mortgage Corporation participation certificates, Federal National Mortgage Association mortgage pass-through certificates or Government National Mortgage Association mortgage pass-through certificates; (ii) Short-term commercial paper issued by any corporation organized under the laws of the United States of America or any state thereof, rated at least "A-1" by S&P; provided that the aggregate Market Value of all commercial paper owned by the Partnership and issued by any Person shall not exceed 10% of the aggregate Market Value of all Permitted Securities (other than cash) owned by the Partnership; (iii) Indebtedness of any Person organized under the laws of the United States of America or any state thereof that is not D&B or an Affiliate of D&B, rated at least "AA" by S&P; provided, that the aggregate Market Value of all such indebtedness owned by the Partnership and issued by any Person shall not exceed 10% of the aggregate Market Value of all Permitted Securities (other than cash) owned by the Partnership;

16 (iv) Unsubordinated debt issued by D&B or unsubordinated debt issued by an Affiliate of D&B if (and only if) such debt is unconditionally guaranteed by D&B on an unsubordinated basis (other than D&B Loans and D&B Guaranteed Loans); provided, that D&B has agreed to register such debt under the Securities Act upon the request of the holder of such debt and such agreement inures to the benefit of any subsequent holder of such debt; or (v) Money market mutual funds, provided that, any such money market fund invests only in Cash Equivalents and/or Permitted Securities described in any of subparagraphs (i) through (iv) above and/or repurchase agreements backed by securities described in subparagraph (i) above, and provided further that, the aggregate value of the Permitted Securities described in this subparagraph (v) and held by the Partnership at any given time does not exceed $15,000,000. "Permitted Transfer" has the meaning set forth in Section 10.02. "Permitted Transferee" has the meaning set forth in Section 10.02. "Person" means any individual, partnership (whether general or limited and whether domestic or foreign), limited

16 (iv) Unsubordinated debt issued by D&B or unsubordinated debt issued by an Affiliate of D&B if (and only if) such debt is unconditionally guaranteed by D&B on an unsubordinated basis (other than D&B Loans and D&B Guaranteed Loans); provided, that D&B has agreed to register such debt under the Securities Act upon the request of the holder of such debt and such agreement inures to the benefit of any subsequent holder of such debt; or (v) Money market mutual funds, provided that, any such money market fund invests only in Cash Equivalents and/or Permitted Securities described in any of subparagraphs (i) through (iv) above and/or repurchase agreements backed by securities described in subparagraph (i) above, and provided further that, the aggregate value of the Permitted Securities described in this subparagraph (v) and held by the Partnership at any given time does not exceed $15,000,000. "Permitted Transfer" has the meaning set forth in Section 10.02. "Permitted Transferee" has the meaning set forth in Section 10.02. "Person" means any individual, partnership (whether general or limited and whether domestic or foreign), limited liability company, corporation, trust, estate, association, custodian, nominee or other entity. "Priority Return" means, with respect to each Class A Limited Partner as of any date of determination, an amount calculated as the sum of (x) 7.47% per annum, accruing daily on a 30/360 basis and cumulative from the Closing Date to such date of determination, of such Class A Limited Partner's Unrecovered Capital on each such day of accrual, and (y) 8.47% per annum accruing daily on a 30/360 basis and cumulative from the Closing Date to such date of determination, and compounded quarterly, of each amount not distributed to such Class A Limited Partner (or its predecessor in interest) when required pursuant to Section 4.02(a) (without regard to whether there was on any given distribution date Cash Available for Distribution) or Section 10.08(b)(ii) during the period from the date such distribution was thus required to be made to the date such distribution is made, or if such distribution is not yet made, to the date of determination. In each instance where this Agreement requires that the Priority Return be determined for a period less than the period beginning on the Closing Date and ending on the date of determination, such determination shall be made by substituting the first day of such lesser period for the Closing Date in the preceding sentence. For purposes of calculating the Priority Return, "30/360 day basis" means a 360-day year comprised of twelve 30 day months. "Profits" and "Losses" means, for each Allocation Year, an amount equal to the Partnership's taxable income or loss for such Allocation Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction

17 required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is

17 required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: (i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be added to such taxable income or loss; (ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profits" and "Losses" shall be subtracted from such taxable income or loss; (iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; (iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; (v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of Depreciation; (vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734 (b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner's Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) Notwithstanding anything to the contrary in subparagraphs (i) through (vi) above, any items which are described in Section 3.03 or specially allocated pursuant to Sections 3.04 or 3.05 shall not be taken into account in computing Profits or Losses.

18 The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.03, 3.04 and 3.05 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above. "Purchase Date" has the meaning set forth in Section 8.02(e). "Purchase Option" has the meaning set forth in Section 14.03(a). "Purchase Price" has the meaning set forth in Section 14.03(b). "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended, modified or supplemented from time to time. "Regulatory Allocations" has the meaning set forth in Section 3.05. "Responsible Officers" has the meaning set forth in Section 5.04(b). "Retirement Date" has the meaning set forth in Section 10.08(b)(iii).

18 The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.03, 3.04 and 3.05 shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above. "Purchase Date" has the meaning set forth in Section 8.02(e). "Purchase Option" has the meaning set forth in Section 14.03(a). "Purchase Price" has the meaning set forth in Section 14.03(b). "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended, modified or supplemented from time to time. "Regulatory Allocations" has the meaning set forth in Section 3.05. "Responsible Officers" has the meaning set forth in Section 5.04(b). "Retirement Date" has the meaning set forth in Section 10.08(b)(iii). "Retirement Notice" has the meaning set forth in Section 10.08(a)(ii). "S&P" means Standard & Poor's Corporation or any successor by merger or consolidation to its business. "Secondary Return" means, with respect to the General Partner and each Class B Limited Partner as of any date of determination, an amount equal to 10% per annum, accruing daily on a 30/360 basis and cumulative and compounded quarterly from the Closing Date to such date of determination, of such Partner's Unrecovered Capital on each such day of accrual. In each instance where this Agreement requires that the Secondary Return be determined for a period less than the period beginning on the Closing Date and ending on the date of determination, such determination shall be made by substituting the first day of such lesser period for the Closing Date in the preceding sentence. For purposes of calculating the Secondary Return, "30/360 day basis" means a 360-day year comprised of twelve 30 day months. "Software and Databases" means the assets contributed to the Partnership by Holding pursuant to Section 2.02. "Tax Matters Partner" has the meaning set forth in Section 8.03(a).

19 "Transfer" means, with respect to all or any portion of an Interest, as a noun, any voluntary or involuntary transfer, sale, pledge or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or otherwise dispose of. "Unrecovered Capital" means, for any Partner as of any date, the remainder, if any, of (i) the sum of the balance in such Partner's Closing Date Capital Account as set forth in Section 2.01 or 2.02, as the case may be, plus all Additional Capital Contributions made by such Partner, minus (ii) the cumulative amount of money and the Gross Asset Value of any Partnership Property (other than money) distributed to such Partner (or its predecessors in interest) pursuant to Section 10.08(b) (other than pursuant to Section 10.08(b)(ii)) as of such date. "Voluntary Bankruptcy" has the meaning set forth in the definition of Bankruptcy. "Wholly Owned Affiliate" of any Person means (i) an Affiliate of such Person 100% of the capital stock (or its equivalent in the case of entities other than corporations) of which is owned beneficially by such Person, directly, or indirectly through one or more Wholly Owned Affiliates, or by any Person who, directly or indirectly, owns beneficially 100% of the capital stock (or its equivalent in the case of entities other than corporations) of such Person, and (ii) an Affiliate of such Person who, directly or indirectly, owns beneficially 100% of the capital stock

19 "Transfer" means, with respect to all or any portion of an Interest, as a noun, any voluntary or involuntary transfer, sale, pledge or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or otherwise dispose of. "Unrecovered Capital" means, for any Partner as of any date, the remainder, if any, of (i) the sum of the balance in such Partner's Closing Date Capital Account as set forth in Section 2.01 or 2.02, as the case may be, plus all Additional Capital Contributions made by such Partner, minus (ii) the cumulative amount of money and the Gross Asset Value of any Partnership Property (other than money) distributed to such Partner (or its predecessors in interest) pursuant to Section 10.08(b) (other than pursuant to Section 10.08(b)(ii)) as of such date. "Voluntary Bankruptcy" has the meaning set forth in the definition of Bankruptcy. "Wholly Owned Affiliate" of any Person means (i) an Affiliate of such Person 100% of the capital stock (or its equivalent in the case of entities other than corporations) of which is owned beneficially by such Person, directly, or indirectly through one or more Wholly Owned Affiliates, or by any Person who, directly or indirectly, owns beneficially 100% of the capital stock (or its equivalent in the case of entities other than corporations) of such Person, and (ii) an Affiliate of such Person who, directly or indirectly, owns beneficially 100% of the capital stock (or its equivalent in the case of entities other than corporations) of such Person; provided that, for purposes of determining the ownership of the capital stock of any Person, de minimis amounts of stock held by directors, nominees and similar persons pursuant to statutory or regulatory requirements shall not be taken into account. SECTION 1.11. Other Terms. Unless the content shall require otherwise: (a) Words importing the singular number or plural number shall include the plural number and singular number respectively; (b) Words importing the masculine gender shall include the feminine and neuter genders and vice versa; (c) Reference to "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation;"

20 (d) Reference in this Agreement to "herein," "hereby" or "hereunder", or any similar formulation, shall be deemed to refer to this Agreement as a whole, including the Exhibits; and (e) Reference to "and" and "or" shall be deemed to mean "and/or." ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS SECTION 2.01. General Partner. Simultaneously with the execution and delivery of this Agreement, the General Partner shall make the Capital Contribution listed below, provided that, all Capital Contributions to be made in cash shall be made on the first Business Day after the Closing Date. The name, address, the initial Percentage Interest and balance in the General Partner's Capital Account immediately after making its Capital Contribution pursuant to this Section 2.01 are as follows:
Initial Percentage Interest ---------1%

Name and Address -----------------------------Duns Investing VII Corporation 911 Washington Street Suite 100 Wilmington, Delaware 19801

Capital Contribution/ Capital-Account ---------------------------------Cash in an amount equal to $8,519,792, resulting in a Closing Date Capital Account equal to $8,551,713.

20 (d) Reference in this Agreement to "herein," "hereby" or "hereunder", or any similar formulation, shall be deemed to refer to this Agreement as a whole, including the Exhibits; and (e) Reference to "and" and "or" shall be deemed to mean "and/or." ARTICLE II PARTNERS' CAPITAL CONTRIBUTIONS SECTION 2.01. General Partner. Simultaneously with the execution and delivery of this Agreement, the General Partner shall make the Capital Contribution listed below, provided that, all Capital Contributions to be made in cash shall be made on the first Business Day after the Closing Date. The name, address, the initial Percentage Interest and balance in the General Partner's Capital Account immediately after making its Capital Contribution pursuant to this Section 2.01 are as follows:
Initial Percentage Interest ---------1%

Name and Address -----------------------------Duns Investing VII Corporation 911 Washington Street Suite 100 Wilmington, Delaware 19801 Attention: Kenneth J. Kubacki

Capital Contribution/ Capital-Account ---------------------------------Cash in an amount equal to $8,519,792, resulting in a Closing Date Capital Account equal to $8,551,713.

SECTION 2.02. Limited Partners. Simultaneously with the execution and delivery of this Agreement, the Limited Partners shall make the Capital Contributions listed below, provided that, all Capital Contributions to be made in cash shall be made on the first Business Day after the Closing Date. The name, address, the initial Percentage Interest of each of the Limited Partners and the balance in each Limited Partner's Capital Account immediately after making its Capital Contribution pursuant to this Section 2.02 are as follows:

21
Initial Percentage Interest ---------62.92%

Name and Address -----------------------------Duns Holding, Inc. 911 Washington Street Suite 250 Wilmington, Delaware 19801 Attention: Kenneth J. Kubacki Facsimile: (302) 428-1410

Capital Contribution/ Capital-Account ---------------------------------Software and Databases with an aggregate initial Gross Asset Value equal to $523,458,000; Partnership Subsidiary I Stock with an initial Gross Asset Value equal to $1,000, and cash in an amount equal to $14,577,000, each contributed to the Partnership pursuant to the Contribution Agreement, resulting in a Closing Date Capital Account balance equal to $538,036,000 Cash in an amount equal to $5,423,469, resulting in a Closing Date Capital Account equal to $8,551,713

Dun & Bradstreet, Inc. One Diamond Hill Road Murray Hill, New Jersey 07974 Attention: Robert J. Levin Facsimile: (908) 665-1409 Utrecht-America Finance Co. c/o Utrecht-America Financial Services Corp. 245 Park Avenue New York, NY 10167 Attention: Treasurer Leiden, Inc.

1%

Cash in an amount equal to $8,519,792, resulting in a Closing Date Capital Account equal to $8,551,713

1%

Cash in an amount equal to

34.08%

21
Initial Percentage Interest ---------62.92%

Name and Address -----------------------------Duns Holding, Inc. 911 Washington Street Suite 250 Wilmington, Delaware 19801 Attention: Kenneth J. Kubacki Facsimile: (302) 428-1410

Capital Contribution/ Capital-Account ---------------------------------Software and Databases with an aggregate initial Gross Asset Value equal to $523,458,000; Partnership Subsidiary I Stock with an initial Gross Asset Value equal to $1,000, and cash in an amount equal to $14,577,000, each contributed to the Partnership pursuant to the Contribution Agreement, resulting in a Closing Date Capital Account balance equal to $538,036,000 Cash in an amount equal to $5,423,469, resulting in a Closing Date Capital Account equal to $8,551,713

Dun & Bradstreet, Inc. One Diamond Hill Road Murray Hill, New Jersey 07974 Attention: Robert J. Levin Facsimile: (908) 665-1409 Utrecht-America Finance Co. c/o Utrecht-America Financial Services Corp. 245 Park Avenue New York, NY 10167 Attention: Treasurer Leiden, Inc. c/o Utrecht-America Financial Services Corp. 245 Park Avenue New York, NY 10167 Attention: Treasurer

1%

Cash in an amount equal to $8,519,792, resulting in a Closing Date Capital Account equal to $8,551,713

1%

Cash in an amount equal to $291,480,208, resulting in a Closing Date Capital Account equal to $291,480,208

34.08%

SECTION 2.03. Additional Capital Contributions. (a) In general. Each D&B Partner may contribute from time to time such additional cash or other property as it may determine; provided that, any Capital Contribution of property made by such Partner pursuant to this Section 2.03 shall consist of Permitted Assets. The Partners agree that any additional payment required to be made, or expense incurred, by Holding pursuant to the Contribution Agreement

22 after the Closing Date, including any expense incurred in complying with Section 5.06 thereof, has been taken into account in determining the initial Gross Asset Value of the Software and Databases and shall not constitute an additional Capital Contribution to the Partnership. (b) Initial Gross Asset Value. The initial Gross Asset Value of any Partnership Property (other than cash) contributed pursuant to this Section 2.03 shall be determined as follows: (i) Loans. The initial Gross Asset Value of any Loan shall be equal to its par value; (ii) Cash Equivalents. The initial Gross Asset Value of any Cash Equivalent shall be equal to its face value, less unamortized discount and plus unamortized premium, if any; and (iii) Permitted Securities. The initial Gross Asset Value of any Permitted Security shall be equal to its Market Value. SECTION 2.04. Other Matters. (a) Except as otherwise provided in Section 10.08, Articles XII and XIV or in the Act, no Partner shall demand or receive a return of its Capital Contributions or withdraw from the Partnership

22 after the Closing Date, including any expense incurred in complying with Section 5.06 thereof, has been taken into account in determining the initial Gross Asset Value of the Software and Databases and shall not constitute an additional Capital Contribution to the Partnership. (b) Initial Gross Asset Value. The initial Gross Asset Value of any Partnership Property (other than cash) contributed pursuant to this Section 2.03 shall be determined as follows: (i) Loans. The initial Gross Asset Value of any Loan shall be equal to its par value; (ii) Cash Equivalents. The initial Gross Asset Value of any Cash Equivalent shall be equal to its face value, less unamortized discount and plus unamortized premium, if any; and (iii) Permitted Securities. The initial Gross Asset Value of any Permitted Security shall be equal to its Market Value. SECTION 2.04. Other Matters. (a) Except as otherwise provided in Section 10.08, Articles XII and XIV or in the Act, no Partner shall demand or receive a return of its Capital Contributions or withdraw from the Partnership without the consent of all Partners. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided in this Agreement. (b) No Partner shall receive any interest or draw with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement. (c) The Limited Partners shall not be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as otherwise provided by mandatory provisions of applicable state law and except with respect to the obligation of any Limited Partner to return to the Partnership a distribution made to such Limited Partner in violation of the Act at a time when such Limited Partner knew the distribution would violate the Act, such Limited Partner shall be liable only to make its Capital Contribution as set forth in Section 2.02 and shall not be required to lend any funds to the Partnership or, after its Capital Contribution has been made, to make any additional Capital Contributions to the Partnership. The General Partner shall not have any personal liability for any repayment of any Capital Contributions of any Limited Partner.

23 ARTICLE III ALLOCATIONS SECTION 3.01. Profits. After giving effect to the special allocations set forth in Sections 3.04 and 3.05, but before giving effect to the special allocations set forth in Section 3.03, Profits for any Allocation Year shall be allocated in the following order and priority: (a) First, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Priority Return of each Class A Limited Partner from the Closing Date to the last day of such Allocation Year, minus (ii) the cumulative Profits allocated to such Class A Limited Partner pursuant to this Section 3.01(a) for all prior Allocation Years; (b) Second, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Losses allocated to each Class A Limited Partner pursuant to Section 3.02(d) for all prior Allocation Years, and (B) the cumulative items of loss allocated to such Class A Limited Partner pursuant to Section 3.03(d) for all prior Allocation Years, minus (ii) the cumulative Profits allocated to such Class A Limited Partner pursuant to this Section 3.01(b) for all prior Allocation Years; (c) Third, 100% to the General Partner in an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Losses allocated to the General Partner pursuant to Section 3.02(e) for all prior Allocation Years, and

23 ARTICLE III ALLOCATIONS SECTION 3.01. Profits. After giving effect to the special allocations set forth in Sections 3.04 and 3.05, but before giving effect to the special allocations set forth in Section 3.03, Profits for any Allocation Year shall be allocated in the following order and priority: (a) First, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Priority Return of each Class A Limited Partner from the Closing Date to the last day of such Allocation Year, minus (ii) the cumulative Profits allocated to such Class A Limited Partner pursuant to this Section 3.01(a) for all prior Allocation Years; (b) Second, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Losses allocated to each Class A Limited Partner pursuant to Section 3.02(d) for all prior Allocation Years, and (B) the cumulative items of loss allocated to such Class A Limited Partner pursuant to Section 3.03(d) for all prior Allocation Years, minus (ii) the cumulative Profits allocated to such Class A Limited Partner pursuant to this Section 3.01(b) for all prior Allocation Years; (c) Third, 100% to the General Partner in an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Losses allocated to the General Partner pursuant to Section 3.02(e) for all prior Allocation Years, and (B) the cumulative items of loss allocated to the General Partner pursuant to Section 3.03(e) for all prior Allocation Years, minus (ii) the cumulative Profits allocated to the General Partner pursuant to this Section 3.01(c) for all prior Allocation Years; (d) Fourth, to the Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Losses allocated to each Partner pursuant to Section 3.02(c) for all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(c) for all prior Allocation Years, minus (ii) the cumulative Profits allocated to such Partner pursuant to this Section 3.01(d) for all prior Allocation Years; (e) Fifth, to the General Partner and the Class B Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the sum of (A) the cumulative Secondary Return of each such Partner from the Closing Date to the last day of such Allocation Year, and (B) the cumulative Losses allocated to such Partner pursuant to Section 3.02(b) for all prior Allocation Years, and (C) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(b) for all prior Allocation Years, minus (ii) the cumulative Profits allocated to such Partner pursuant to this Section 3.01(e) for all prior Allocation Years; and

24 (f) Sixth, the balance, if any, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests. SECTION 3.02. Losses. After giving effect to the special allocations set forth in Sections 3.04 and 3.05, but before giving effect to the special allocations set forth in Section 3.03, Losses for any Allocation Year shall be allocated in the following order and priority, subject to the limitations in Section 3.06: (a) First, to the Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each Partner pursuant to Section 3.01(f) for all prior Allocation Years, minus (ii) the sum of (A) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(a) for all prior Allocation Years, and (B) the cumulative Losses allocated to such Partner pursuant to this Section 3.02(a) for all prior Allocation Years; (b) Second, to the General Partner and the Class B Limited Partners in proportion to and to the extent of the

24 (f) Sixth, the balance, if any, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests. SECTION 3.02. Losses. After giving effect to the special allocations set forth in Sections 3.04 and 3.05, but before giving effect to the special allocations set forth in Section 3.03, Losses for any Allocation Year shall be allocated in the following order and priority, subject to the limitations in Section 3.06: (a) First, to the Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each Partner pursuant to Section 3.01(f) for all prior Allocation Years, minus (ii) the sum of (A) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(a) for all prior Allocation Years, and (B) the cumulative Losses allocated to such Partner pursuant to this Section 3.02(a) for all prior Allocation Years; (b) Second, to the General Partner and the Class B Limited Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each such Partner pursuant to Section 3.01(e) for all prior Allocation Years, minus (ii) the sum of (A) the cumulative items of loss allocated to such Partner pursuant to Section 3.03(b) for all prior Allocation Years, and (B) the cumulative Losses allocated to such Partner pursuant to this Section 3.02(b) for all prior Allocation Years; (c) Third, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests until the Capital Account of the General Partner and each Class B Limited Partner is equal to zero; (d) Fourth, 100% to the Class A Limited Partners in proportion to their Percentage Interests until the Capital Account of each Class A Limited Partner is equal to zero; and (e) Fifth, the balance, if any, 100% to the General Partner. SECTION 3.03. Special Loss Allocation. After giving effect to the special allocations set forth in Sections 3.04 and 3.05 and the allocations of Profits or Losses set forth in Sections 3.01 or 3.02, as the case maybe, in the event that in any Allocation Year the aggregate items of loss realized or deemed to be realized by the Partnership from the sale, disposition or adjustment to the Gross Asset Values of Permitted Assets is greater than the aggregate items of gain realized or deemed to be realized by the Partnership from the sale, disposition or adjustment to the Gross Asset Values of Permitted Assets, items of loss equal to such excess shall be specially allocated as follows: (a) First, to the Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each Partner pursuant to Section 3.01(f) for the current

25 and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(a) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(a) for all prior Allocation Years; (b) Second, to the General Partner and the Class B Limited Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each such Partner pursuant to Section 3.01(e) for the current and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(b) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(b) for all prior Allocation Years; (c) Third, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests until the Capital Account of the General Partner and each Class B Limited Partner is equal to zero;

25 and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(a) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(a) for all prior Allocation Years; (b) Second, to the General Partner and the Class B Limited Partners in proportion to and to the extent of the remainder, if any, of (i) the cumulative Profits allocated to each such Partner pursuant to Section 3.01(e) for the current and all prior Allocation Years, minus (ii) the sum of (A) the cumulative Losses allocated to such Partner pursuant to Section 3.02(b) for the current and all prior Allocation Years, and (B) the cumulative items of loss allocated to such Partner pursuant to this Section 3.03(b) for all prior Allocation Years; (c) Third, 99% to the General Partner and the Class B Limited Partners in proportion to their Percentage Interests and 1% to the Class A Limited Partners in proportion to their Percentage Interests until the Capital Account of the General Partner and each Class B Limited Partner is equal to zero; (d) Fourth, 100% to the Class A Limited Partners in proportion to their Percentage Interests until each Class A Limited Partner's Capital Account is equal to zero; and (e) Fifth, the balance, if any, 100% to the General Partner. SECTION 3.04. Other Special Allocations. The following special allocations shall be made in the following order: (a) Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible; provided that an allocation pursuant to this Section 3.04(a) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.04(a) were not in the Agreement. (b) Gross Income Allocation. In the event any Limited Partner has a deficit Capital Account at the end of any Allocation Year, such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 3.04(b) shall be made only if and to the extent that such Limited Partner would have a deficit Capital Account after all other allocations provided for in this Article III have been made as if Section 3.04(a) and this Section 3.04(b) were not in the Agreement.

26 (c) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (d) Allocations Relating to Taxable Issuance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an Interest by the Partnership to a Partner other than pursuant to Section 707(a)(2) of the Code (the "Issuance Items") shall be allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the Issuance

26 (c) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (d) Allocations Relating to Taxable Issuance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an Interest by the Partnership to a Partner other than pursuant to Section 707(a)(2) of the Code (the "Issuance Items") shall be allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the Issuance Items had not been realized. SECTION 3.05. Curative Allocations. The allocations set forth in Sections 3.04(a), 3.04(b), 3.04(c) and 3.06 (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 3.05. Therefore, notwithstanding any other provision of this Article III (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to this Article III without regard to the Regulatory Allocations. SECTION 3.06. Loss Limitation. The Losses allocated pursuant to Section 3.02 and the items of loss or deduction allocated pursuant to Sections 3.03, 3.04 and 3.05 shall not exceed the maximum amount of Losses and items of loss or deduction that can be so allocated without causing any Limited Partner to have an Adjusted Capital Account Deficit at the end of any Allocation Year. All Losses and items of loss or deduction in excess of the limitation set forth in this Section 3.06 shall be allocated to the General Partner. SECTION 3.07. Other Allocation Rules. (a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Partners pursuant to this Article III as of the last day of each Fiscal Year; provided that Profits, Losses and such other items shall also be allocated at such times as are required by Section 10.08(b) and at such other times as the Gross

27 Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10. (b) In any cases in which it is necessary to determine the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. (c) The Partners hereby agree to be bound by the provisions of this Article III in reporting their shares of Partnership income and loss for income tax purposes, except to the extent otherwise required by law. SECTION 3.08. Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to

27 Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10. (b) In any cases in which it is necessary to determine the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder. (c) The Partners hereby agree to be bound by the provisions of this Article III in reporting their shares of Partnership income and loss for income tax purposes, except to the extent otherwise required by law. SECTION 3.08. Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value in Section 1.10). In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (iv) of the definition of Gross Asset Value in Section 1.10, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement, including the election of an allocation method permitted by the Regulations under Code Section 704(c). Allocations pursuant to this Section 3.08 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the Allocation Year.

28 ARTICLE IV DISTRIBUTIONS SECTION 4.01. Cash Flow. Except as otherwise provided in Article XII and Section 4.02(a), Cash Available for Distribution shall be distributed on the last Business Day of each Fiscal Quarter commencing with June 30, 1997, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Priority Return of each Class A Limited Partner from the Closing Date to the last Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all prior distributions to such Class A Limited Partner pursuant to this Section 4.01(a). SECTION 4.02. Amounts Withheld. All amounts withheld or required to be withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Partnership or the Partners and treated by the Code (whether or not withheld pursuant to the Code) or any such tax law as amounts payable by or in respect of the Partners or any Person owning an interest, directly or indirectly, in such Partner shall be treated as amounts paid or distributed to the Partners with respect to which such amount was withheld pursuant to this Article IV for all purposes under this Agreement. ARTICLE V MANAGEMENT

28 ARTICLE IV DISTRIBUTIONS SECTION 4.01. Cash Flow. Except as otherwise provided in Article XII and Section 4.02(a), Cash Available for Distribution shall be distributed on the last Business Day of each Fiscal Quarter commencing with June 30, 1997, 100% to the Class A Limited Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Priority Return of each Class A Limited Partner from the Closing Date to the last Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all prior distributions to such Class A Limited Partner pursuant to this Section 4.01(a). SECTION 4.02. Amounts Withheld. All amounts withheld or required to be withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Partnership or the Partners and treated by the Code (whether or not withheld pursuant to the Code) or any such tax law as amounts payable by or in respect of the Partners or any Person owning an interest, directly or indirectly, in such Partner shall be treated as amounts paid or distributed to the Partners with respect to which such amount was withheld pursuant to this Article IV for all purposes under this Agreement. ARTICLE V MANAGEMENT SECTION 5.01. Authority of the General Partner. Subject to the limitations and restrictions set forth in this Agreement including without limitation those set forth in this Article V, the General Partner shall direct the business and affairs of the Partnership and in so doing shall manage, control and have all of the rights and powers which may be possessed by general partners under the Act. SECTION 5.02. Right to Rely on the General Partner. (a) Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to: (i) The identity of the General Partner or any Limited Partner; (ii) The existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership; (iii) The Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

29 (iv) Any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner. (b) The signature of the General Partner shall be sufficient to convey title to any property owned by the Partnership, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any "statement of partnership" or other documents necessary to effectuate this or any other provision of this Agreement. All of the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described in this Section 5.02(b). SECTION 5.03. Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not: (a) Knowingly, do any act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (b) Do any act which would, to the General Partner's knowledge, make it impossible to carry on the ordinary business of the Partnership;

29 (iv) Any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner. (b) The signature of the General Partner shall be sufficient to convey title to any property owned by the Partnership, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any "statement of partnership" or other documents necessary to effectuate this or any other provision of this Agreement. All of the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described in this Section 5.02(b). SECTION 5.03. Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not: (a) Knowingly, do any act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (b) Do any act which would, to the General Partner's knowledge, make it impossible to carry on the ordinary business of the Partnership; (c) Possess Partnership Property, or assign rights in specific Partnership Property, for other than a Partnership purpose; (d) Perform any act that would, to the General Partner's knowledge, subject any Limited Partner to liability as a general partner in any jurisdiction; (e) Cause or permit the Partnership or any Partnership Subsidiary to voluntarily take any action with respect to the Partnership described in clauses (a)(iii), (b) or (c) of the definition of Bankruptcy in Section 1.10; (f) Cause or permit the Partnership or any Partnership Subsidiary to incur, assume or obligate itself by contract for any Indebtedness or to create, incur, assume or permit to exist any Lien upon any Partnership Property other than Permitted Encumbrances, provided that, in the event that the General Partner has elected pursuant to Section 10.08(a) to cause the entire Interests of the Class A Limited Partners to be retired, the General Partner may cause the Partnership to borrow the funds necessary to make the distributions to the Class A Limited Partners required by Section 10.08(b), and provided further that, in the event that the General Partner has elected pursuant to Section 10.08(a) to cause all or any portion of the Interests of the Class A Limited Partners to be retired, the General Partner may cause the Partnership to borrow from any Partnership Subsidiary the funds necessary to make the distributions to the Class A Limited Partners required by Section 10.08(b);

30 (g) Cause or permit the Partnership or any Partnership Subsidiary to acquire, by purchase, lease or contribution any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the Partnership; (h) Cause or permit the Partnership or any Partnership Subsidiary to make or acquire by contribution any Loan unless (i) the borrowing evidenced by such Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Loan is legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by D&B with respect to such Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of D&B, and such certification has been delivered to the Partnership together with certificates as to

30 (g) Cause or permit the Partnership or any Partnership Subsidiary to acquire, by purchase, lease or contribution any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the Partnership; (h) Cause or permit the Partnership or any Partnership Subsidiary to make or acquire by contribution any Loan unless (i) the borrowing evidenced by such Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Loan is legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by D&B with respect to such Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of D&B, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of D&B authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against D&B and (iv) D&B's obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Indebtedness of D&B; (i) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X or Section 14.03; (j) Cause or permit the Partnership or any Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (k) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 10.08 and Article XII; (l) Cause or permit the Partnership or any Partnership Subsidiary to utilize the Software and Databases or grant to any Person other than DBI pursuant to the Lease Agreement the right to access the Software and Databases, in each case in order to develop, distribute or market products, other than Minor Permitted Uses (as defined in the Lease Agreement); and (m) Cause or permit the Partnership or any Partnership Subsidiary to enter into, permit or consent to any amendment or modification of, or supplement to, or terminate or waive compliance with any provision of, the Lease Agreement, any Demand Note evidencing any Loan or the Contribution Agreement.

31 SECTION 5.04. Duties and Obligations of the General Partner. (a) The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of any D&B Partner or any of its Affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, any D&B Partner or any of its Affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of any D&B Partner and its Affiliates (although the Partnership may be consolidated with D&B and its Affiliates for financial reporting statement purposes), and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners, (iii) causing the Partnership to pay its liabilities from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity. (b) On the Closing Date, the General Partner shall provide to the Partnership a written statement naming those officers of the General Partner that will be responsible for the management and operations of the Partnership in

31 SECTION 5.04. Duties and Obligations of the General Partner. (a) The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of any D&B Partner or any of its Affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, any D&B Partner or any of its Affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of any D&B Partner and its Affiliates (although the Partnership may be consolidated with D&B and its Affiliates for financial reporting statement purposes), and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners, (iii) causing the Partnership to pay its liabilities from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity. (b) On the Closing Date, the General Partner shall provide to the Partnership a written statement naming those officers of the General Partner that will be responsible for the management and operations of the Partnership in accordance with this Article V (such individuals, the "Responsible Officers"), until such time as the General Partner has provided to the Partnership another written statement naming other officers as Responsible Officers, and the General Partner hereby covenants and agrees that its Responsible Officers shall maintain the separateness of the Partnership's operations and otherwise comply with all of the terms of this Agreement. (c) The General Partner shall notify the Partners of the occurrence of any Notice Event described in Section 14.01 or any Liquidating Event described in Section 12.01 or any event which with notice or lapse of time or both would constitute a Notice Event or Liquidating Event (other than the events described in Sections 12.01(a) and 14.01(a)) and the action which the General Partner has taken or proposes to take with respect thereto, promptly, but no later than five (5) Business Days, after any Responsible Officer has actual knowledge of such occurrence. (d) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership and its qualification to do business under the laws of the State of Delaware and of each other jurisdiction in which such existence or qualification is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged or to perform its obligations under any agreement to which it is a party, and (ii) for the accomplishment of the Partnership's purposes, including the acquisition, management, maintenance, preservation, and operation of Permitted Assets in accordance with the provisions of this Agreement and applicable laws and regulations. Without limitation of the foregoing, the General Partner shall cause the Partnership and each Partnership Subsidiary to maintain all licenses, permits, registrations, authorizations, use agreements, consents, orders or approvals of governmental or quasi-governmental agencies and authorities (whether Federal, state, local, municipal or foreign) necessary to own their respective properties and to conduct their respective activities in

32 accordance with all applicable laws, rules, regulations and orders, except where any failure to do so would not have a Material Adverse Effect. (e) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties under this Agreement. (f) Except as otherwise provided in Section 1.09 hereof, the General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including, without limitation, the safekeeping and use of all of the Partnership Property and the use thereof for the exclusive benefit of the Partnership and will not conduct the affairs of the Partnership so as to benefit any other business now owned or hereafter acquired by any Partner if such conduct also produces a detriment to the Partnership. (g) All distributions or payments to the Partners pursuant to any provision of this Agreement shall be made no later than 11:00 a.m., Eastern Standard Time, on the day of distribution or payment, and, at the time of any such distribution or payment, the General Partner shall provide to the Partners a notice identifying the nature of the distribution or payment, the Section or Sections of this Agreement pursuant to which it is being made and the

32 accordance with all applicable laws, rules, regulations and orders, except where any failure to do so would not have a Material Adverse Effect. (e) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties under this Agreement. (f) Except as otherwise provided in Section 1.09 hereof, the General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including, without limitation, the safekeeping and use of all of the Partnership Property and the use thereof for the exclusive benefit of the Partnership and will not conduct the affairs of the Partnership so as to benefit any other business now owned or hereafter acquired by any Partner if such conduct also produces a detriment to the Partnership. (g) All distributions or payments to the Partners pursuant to any provision of this Agreement shall be made no later than 11:00 a.m., Eastern Standard Time, on the day of distribution or payment, and, at the time of any such distribution or payment, the General Partner shall provide to the Partners a notice identifying the nature of the distribution or payment, the Section or Sections of this Agreement pursuant to which it is being made and the amount being distributed or paid pursuant to each such Section. (h) On the first Business Day after the Closing Date, the General Partner shall cause the Partnership to contribute $330,712,330 to Partnership Subsidiary I and shall cause Partnership Subsidiary I to loan $320,712,330 to D&B or an Affiliate of D&B pursuant to a D&B Loan or a D&B Guaranteed Loan, as the case may be, and invest $10,000,000 in Permitted Securities. (i) As soon as practicable after the Closing Date, the General Partner shall cause the Partnership to contribute all of the Computer Equipment to a newly formed Delaware corporation in exchange for 100% of its issued and outstanding stock. (j) As soon as practicable after the end of each Fiscal Quarter, the General Partner shall cause the Partnership to contribute to Partnership Subsidiary I cash in an amount equal to Cash Available for Distribution for such Fiscal Quarter reduced by distributions made by the Partnership during such Fiscal Quarter. SECTION 5.05. Indemnification of the Partners. (a) Unless otherwise provided in Section 5.05(e) and subject to Section 5.05(f), the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner's partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership.

33 (b) Unless otherwise provided in Section 5.05(e) and subject to Section 5.05(f), in the event of any action by any Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director obtains a favorable final nonappealable judgment in such action. (c) All indemnities provided for in this Agreement shall survive the transfer of a Partner's Interest. (d) The Partnership and the General Partner, jointly and severally, covenant and agree, unconditionally, absolutely and irrevocably, to indemnify and hold harmless each Class A Limited Partner from and against any and all Expenses arising out of or in connection with or by reason of any Person's assertion that the liabilities, debts or other obligations of the Partnership are liabilities, debts or other obligations of such Class A Limited Partner; provided, however, that no such indemnification shall be required hereunder for any such Expenses resulting from any action taken by such Class A Limited Partner which exposes such Class A Limited Partner to liability as a general partner under Delaware law.

33 (b) Unless otherwise provided in Section 5.05(e) and subject to Section 5.05(f), in the event of any action by any Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director obtains a favorable final nonappealable judgment in such action. (c) All indemnities provided for in this Agreement shall survive the transfer of a Partner's Interest. (d) The Partnership and the General Partner, jointly and severally, covenant and agree, unconditionally, absolutely and irrevocably, to indemnify and hold harmless each Class A Limited Partner from and against any and all Expenses arising out of or in connection with or by reason of any Person's assertion that the liabilities, debts or other obligations of the Partnership are liabilities, debts or other obligations of such Class A Limited Partner; provided, however, that no such indemnification shall be required hereunder for any such Expenses resulting from any action taken by such Class A Limited Partner which exposes such Class A Limited Partner to liability as a general partner under Delaware law. (e) Sections 5.05(a), 5.05(b), 5.05(c) and 5.05(d) shall be enforced only to the maximum extent permitted by law and no Partner shall be indemnified from any liability for the fraud, willful misconduct, bad faith, or gross negligence of itself or any of its Affiliates. (f) Indemnification Procedures. (i) In the event any claim is made by a third party against the General Partner, any Limited Partner, or any affiliate, officer, director, agent, employee, successor or assign of any of them (each of them being referred to as an "Indemnitee"), with respect to an actual or potential liability for which any such Person is otherwise entitled to be indemnified under any provisions of Sections 5.05(a), 5.05(b), 5.05(c) and 5.05(d), and any such Person wishes to be indemnified with respect thereto, such Person shall promptly notify the appropriate indemnitor(s) as provided in each such section (the "Indemnitor"); provided that the failure of any such Person to notify any Indemnitor shall not relieve such Indemnitor from any liability which it otherwise may have to such Person hereunder. (ii) Each Indemnitee may by notice to the Indemnitor take control of all aspects of the investigation and defense of all claims asserted against it and may employ counsel of its choice and at the expense of the Indemnitor; provided that (A) the amount of any settlement such Indemnitee may enter into must be consented to by the Indemnitor and no Indemnitee may in connection with any such investigation, defense or settlement, without the consent of the Indemnitor, require the Indemnitor or any of its subsidiaries to take or refrain from taking any action (other than payment of such a settlement amount) or to

34 make any public statement, which such Person reasonably considers to materially adversely affect its interest, and (B) such Indemnitee may not take control of any investigation, defense or settlement which could entail a risk of criminal liability to the Indemnitor or any of its subsidiaries. Upon the request of the Indemnitor, each Indemnitee shall use its best efforts to keep the Indemnitor reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitee and shall provide such information with respect thereto as the Indemnitor may reasonably request. The Indemnitor shall cooperate with the Indemnitee in all reasonable respects with respect thereto. (iii) Any Indemnitor may, by notice to the Indemnitees, take control of all aspects of the investigation and defense of all claims asserted against it, and may employ counsel of its choice and at its expense; provided that (A) no Indemnitor may without the consent of any Indemnitee agree to any settlement that requires such Indemnitee to make any payment that is not indemnified hereunder, or does not grant a general release to such Indemnitee, and in any event such Indemnitor may not in connection with any such investigation, defense or settlement, without the consent of any Indemnitee, take or refrain from taking any action which would reasonably be expected to materially impair the indemnification of such Indemnitee hereunder or would require such Indemnitee to take or

34 make any public statement, which such Person reasonably considers to materially adversely affect its interest, and (B) such Indemnitee may not take control of any investigation, defense or settlement which could entail a risk of criminal liability to the Indemnitor or any of its subsidiaries. Upon the request of the Indemnitor, each Indemnitee shall use its best efforts to keep the Indemnitor reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitee and shall provide such information with respect thereto as the Indemnitor may reasonably request. The Indemnitor shall cooperate with the Indemnitee in all reasonable respects with respect thereto. (iii) Any Indemnitor may, by notice to the Indemnitees, take control of all aspects of the investigation and defense of all claims asserted against it, and may employ counsel of its choice and at its expense; provided that (A) no Indemnitor may without the consent of any Indemnitee agree to any settlement that requires such Indemnitee to make any payment that is not indemnified hereunder, or does not grant a general release to such Indemnitee, and in any event such Indemnitor may not in connection with any such investigation, defense or settlement, without the consent of any Indemnitee, take or refrain from taking any action which would reasonably be expected to materially impair the indemnification of such Indemnitee hereunder or would require such Indemnitee to take or refrain from taking any action or to make any public statement, which such Person reasonably considers to materially adversely affect its interests, (B) no Indemnitor may take control of any investigation, defense or settlement, without the consent of any Indemnitee, if the liabilities involved in such proceedings involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien on, any property of such Indemnitee and (C) no Indemnitor may take control of any investigation, defense or settlement which could entail a risk of criminal liability to any Indemnitee. Upon the request of any Indemnitee, the Indemnitor shall use its best efforts to keep such Indemnitee reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitor and shall provide such information with respect thereto as such Indemnitee may reasonably request. The Indemnitees shall cooperate with the Indemnitor in all reasonable respects with respect thereto. SECTION 5.06. Compensation and Expenses. (a) Compensation and Reimbursement. Except as otherwise provided in Sections 1.09(c) and this Section 5.06, no Partner or Affiliate of any Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership or otherwise in its capacity as a Partner, nor shall any Partner or Affiliate of any Partner be reimbursed for any expenses incurred by such Partner or Affiliate on behalf of the Partnership or otherwise in its capacity as a Partner. (b) Management Fee. For services rendered to or on behalf of the Partnership in satisfaction of its duties and obligations under this Agreement, the General Partner shall be paid $500,000 per annum, quarterly in arrears, pro rata for any partial Fiscal Quarter.

35 (c) Expenses. The General Partner may charge the Partnership, and shall be reimbursed, for any reasonable outof-pocket expenses incurred in connection with the Partnership's business. ARTICLE VI ROLE OF LIMITED PARTNERS SECTION 6.01. Rights or Powers. The Limited Partners shall not have any right or power to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. Notwithstanding the foregoing, the Limited Partners shall have all the rights and powers specifically set forth in this Agreement. A Limited Partner, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Limited Partner or any Affiliate thereof, may also be an employee or agent of the Partnership or a stockholder, director or officer of the General Partner. The existence of these relationships and acting in such capacities will not result in a Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner. SECTION 6.02. Voting Rights. The Limited Partners shall have the right to vote only on those matters specifically reserved for its vote (or a vote of the Partners) which are set forth in this Agreement and as required by the Act.

35 (c) Expenses. The General Partner may charge the Partnership, and shall be reimbursed, for any reasonable outof-pocket expenses incurred in connection with the Partnership's business. ARTICLE VI ROLE OF LIMITED PARTNERS SECTION 6.01. Rights or Powers. The Limited Partners shall not have any right or power to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. Notwithstanding the foregoing, the Limited Partners shall have all the rights and powers specifically set forth in this Agreement. A Limited Partner, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Limited Partner or any Affiliate thereof, may also be an employee or agent of the Partnership or a stockholder, director or officer of the General Partner. The existence of these relationships and acting in such capacities will not result in a Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner. SECTION 6.02. Voting Rights. The Limited Partners shall have the right to vote only on those matters specifically reserved for its vote (or a vote of the Partners) which are set forth in this Agreement and as required by the Act. SECTION 6.03. Procedure for Consent. In any circumstances requiring the approval or consent of any Limited Partner specified in this Agreement, such approval or consent may, except as expressly provided to the contrary in this Agreement, be given or withheld in the sole and absolute discretion of such Limited Partner. If the General Partner receives the necessary approval or consent of the Limited Partners to such action, the General Partner shall be authorized and empowered to implement such action without further authorization by any Limited Partner. ARTICLE VII REPRESENTATIONS AND WARRANTIES SECTION 7.01. In General. As of the Closing Date, each of the Partners hereby makes each of the representations and warranties applicable to such Partner as set forth in Section 7.02, and such representations and warranties shall survive the execution of this Agreement. SECTION 7.02. Representations and Warranties. (a) Due Formation or Incorporation; Authorization of Agreement. Each Partner hereby represents and warrants that such Partner is a corporation or a partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation as a partnership, as the case may be, and has the partnership or corporate power and authority to own its property and

36 carry on its business as owned and carried on at the Closing Date. Each D&B Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Limited Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Limited Partner in the Partnership and in which the failure to so qualify would have a Material Adverse Effect. Each Partner hereby represents and warrants that such Partner has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Partner hereby represents and warrants that the execution, delivery and performance by such Partner of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Partner and is enforceable against such Partner in accordance with its terms. (b) No Conflict with Restrictions; No Default. Each Partner hereby represents and warrants that neither the execution and delivery by such Partner of this Agreement nor such Partner's performance and compliance with

36 carry on its business as owned and carried on at the Closing Date. Each D&B Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Class A Limited Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which it would be required to be so licensed or qualified without regard to its being a Limited Partner in the Partnership and in which the failure to so qualify would have a Material Adverse Effect. Each Partner hereby represents and warrants that such Partner has the corporate or partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Partner hereby represents and warrants that the execution, delivery and performance by such Partner of this Agreement has been duly authorized by all necessary corporate or partnership action. Each Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Partner and is enforceable against such Partner in accordance with its terms. (b) No Conflict with Restrictions; No Default. Each Partner hereby represents and warrants that neither the execution and delivery by such Partner of this Agreement nor such Partner's performance and compliance with the terms and provisions hereof (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Partner which conflict, violation or breach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of or constitute a default under any agreement or instrument to which such Partner is a party or by which such Partner is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Partner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Partner is a party or by which such Partner or such Partner's property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such Partner. (c) Governmental Authorizations. Each Partner hereby represents and warrants that no material registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, is required in connection with the valid execution, delivery and performance by such Partner of this Agreement. (d) Litigation.

37 (i) Each D&B Partner hereby represents and warrants that (A) there are no actions, suits, proceedings or investigations pending or, to the knowledge of such Partner, threatened against or affecting such Partner or any of its respective properties, assets, rights or businesses, in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would (or, in the case of an investigation, could lead to any action, suit or proceeding, which would) reasonably be expected to impair such Partner's ability to perform its obligations under this Agreement or to have a Material Adverse Effect or bring into question the validity of this Agreement or the transactions contemplated hereby; and (B) such D&B Partner has not received any currently effective notice of any default, and such Partner is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would reasonably be expected to impair its ability to perform its obligations under this Agreement or to have a Material Adverse Effect. (ii) Each Class A Limited Partner hereby represents and warrants that there is no action, suit, proceeding or investigation pending or, to the knowledge of such Partner, threatened against or affecting such Partner which seeks to question, delay or prevent the consummation of the transactions contemplated hereby. (e) Investment Company Act; Public Utility Holding Company Act. Each Partner hereby represents and warrants

37 (i) Each D&B Partner hereby represents and warrants that (A) there are no actions, suits, proceedings or investigations pending or, to the knowledge of such Partner, threatened against or affecting such Partner or any of its respective properties, assets, rights or businesses, in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would (or, in the case of an investigation, could lead to any action, suit or proceeding, which would) reasonably be expected to impair such Partner's ability to perform its obligations under this Agreement or to have a Material Adverse Effect or bring into question the validity of this Agreement or the transactions contemplated hereby; and (B) such D&B Partner has not received any currently effective notice of any default, and such Partner is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would reasonably be expected to impair its ability to perform its obligations under this Agreement or to have a Material Adverse Effect. (ii) Each Class A Limited Partner hereby represents and warrants that there is no action, suit, proceeding or investigation pending or, to the knowledge of such Partner, threatened against or affecting such Partner which seeks to question, delay or prevent the consummation of the transactions contemplated hereby. (e) Investment Company Act; Public Utility Holding Company Act. Each Partner hereby represents and warrants that (i) neither such Partner nor, as a result of the Partner's ownership of its Interest, is the Partnership an "investment company," within the meaning of the Investment Company Act of 1940, as amended and (ii) such Partner is not a "holding company," an "affiliate of a holding company," or a "subsidiary of a holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. (f) Subsidiary. Each of Investing, DBI and Holding hereby represents and warrants that 100% of the capital stock of such Partner is owned, directly or indirectly, by D&B. (g) Investigation; Intent. Each Partner hereby represents and warrants that (i) such Partner is acquiring its Partnership Interest based upon its own investigation, and the exercise by such Partner of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise, (ii) its acquisition of its Partnership Interest is being made for its own account for investment, and not with a view to the sale or distribution thereof, and (iii) it intends to form a partnership for the purpose of making an economic profit from the transactions proposed to be entered into by the Partnership. (h) Capitalization of Class A Limited Partners. Each Class A Limited Partner hereby represents and warrants that at all times that it is a Partner such Class A Limited Partner shall satisfy each of the following requirements:

38 (i) It shall not be an Affiliate of D&B; (ii) It shall be capitalized with not less than three percent (3%) equity and: (A) Such equity shall be subordinate to all outstanding debt of such Class A Limited Partner; (B) Such equity shall not be funded with non-recourse debt that is collateralized by a pledge of such equity; (C) If funded with recourse debt, the owner of such equity shall have other assets whose value is at least equal to the value of such equity; (D) Such equity shall not be backed by a letter of credit; and (E) Such equity shall not be the subject of residual insurance or a residual guaranty, in either case that ensures recovery of such equity; and (iii) Such Class A Limited Partner shall not make distributions in excess of its earnings determined in accordance with GAAP or pay fees in respect of the structuring of the transactions contemplated by this Agreement or pay costs incurred in connection with such transactions, in each case to the owners of its equity.

38 (i) It shall not be an Affiliate of D&B; (ii) It shall be capitalized with not less than three percent (3%) equity and: (A) Such equity shall be subordinate to all outstanding debt of such Class A Limited Partner; (B) Such equity shall not be funded with non-recourse debt that is collateralized by a pledge of such equity; (C) If funded with recourse debt, the owner of such equity shall have other assets whose value is at least equal to the value of such equity; (D) Such equity shall not be backed by a letter of credit; and (E) Such equity shall not be the subject of residual insurance or a residual guaranty, in either case that ensures recovery of such equity; and (iii) Such Class A Limited Partner shall not make distributions in excess of its earnings determined in accordance with GAAP or pay fees in respect of the structuring of the transactions contemplated by this Agreement or pay costs incurred in connection with such transactions, in each case to the owners of its equity. (i) Transaction Fees. Each D&B Partner hereby represents and warrants that neither it nor any of its Affiliates shall pay any fees or other amounts to any Class A Limited Partner in respect of the transactions contemplated by this Agreement other than a fee to be paid by D&B to Utrecht on the first Business Day after the Closing Date and any amounts to be paid or distributed to the Class A Limited Partners pursuant to this Agreement. ARTICLE VIII ACCOUNTING; BOOKS AND RECORDS SECTION 8.01. Accounting; Books and Records. (a) Maintenance of Books and Records. The Partnership shall maintain at its principal place of business or, upon notice to the Partners, at such other place as the General Partner shall determine, separate books of account for the Partnership which shall include a record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Partnership and the operation of its business in accordance with this Agreement.

39 (b) Accounting Methods. (i) The Partnership shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its books and records accordingly. (ii) All amounts payable under any agreement between the Partnership on the one hand and the Partners or their Affiliates on the other hand shall be treated as occurring between the Partnership and a Person who is not a Partner within the meaning of Section 707(a)(1) of the Code and such amounts payable by the Partnership to any Partner or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Partnership for income tax and financial reporting purposes, and shall not be considered a distribution to such Partner including, without limitation, in maintaining such Partner's Capital Account, and any such amounts payable by any Partner or its Affiliates to the Partnership shall not be considered a contribution to the Partnership, including, without limitation, in maintaining such Partner's Capital Account. (c) Access to Books, Records, etc. Subject to Section 8.04, any Partner or any agents or representatives of such Partner, at the Partner's own expense and upon reasonable notice and with reasonable frequency, may examine any information it may reasonably request and make copies of and abstracts from the financial and operating records and books of account of the Partnership, and discuss the affairs, finances and accounts of the Partnership with the General Partner and its Responsible Officers, directors, officers and independent accountants of the Partnership, all at such reasonable times and as often as such Partner or any agents or representatives of such

39 (b) Accounting Methods. (i) The Partnership shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its books and records accordingly. (ii) All amounts payable under any agreement between the Partnership on the one hand and the Partners or their Affiliates on the other hand shall be treated as occurring between the Partnership and a Person who is not a Partner within the meaning of Section 707(a)(1) of the Code and such amounts payable by the Partnership to any Partner or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Partnership for income tax and financial reporting purposes, and shall not be considered a distribution to such Partner including, without limitation, in maintaining such Partner's Capital Account, and any such amounts payable by any Partner or its Affiliates to the Partnership shall not be considered a contribution to the Partnership, including, without limitation, in maintaining such Partner's Capital Account. (c) Access to Books, Records, etc. Subject to Section 8.04, any Partner or any agents or representatives of such Partner, at the Partner's own expense and upon reasonable notice and with reasonable frequency, may examine any information it may reasonably request and make copies of and abstracts from the financial and operating records and books of account of the Partnership, and discuss the affairs, finances and accounts of the Partnership with the General Partner and its Responsible Officers, directors, officers and independent accountants of the Partnership, all at such reasonable times and as often as such Partner or any agents or representatives of such Partner may reasonably request. The rights granted to a Partner pursuant to this Section 8.01 are expressly subject to compliance by such Partner with the confidentiality procedures and guidelines of the Partnership, as such procedures and guidelines may be established from time to time. SECTION 8.02. Reports. (a) In General. The General Partner shall be responsible for the preparation of financial reports of the Partnership and the coordination of financial matters of the Partnership with the Partnership's accountants. Each report delivered by the Partnership to the Partners pursuant to this Article VIII shall be accompanied by a representation of a Responsible Officer of the General Partner familiar with the affairs of the Partnership that (x) such report has been prepared and fairly stated in all material respects in accordance with GAAP, or to the extent inconsistent therewith, in accordance with this Agreement, and (y) no Liquidating Event or Notice Event, or event which with notice or lapse of time or both would constitute a Liquidating Event or Notice Event (other than the Liquidating Event described in Section 12.01(a) or the Notice Event described in Section 14.01(a)) has occurred and is continuing or if any such event has occurred and is continuing, the action that the General Partner has taken or proposes to take with respect thereto. (b) Annual Reports. Within 120 days after the end of each Fiscal Year, the General Partner shall cause to be prepared and each Partner to be furnished with the following:

40 (i) A balance sheet as of the last day of such Fiscal Year and an income statement and statement of cash flows for the Partnership for such Fiscal Year and notes associated with each; and (ii) A statement of the Partners' Capital Accounts and changes therein for such Fiscal Year. (c) Quarterly Reports. Within sixty (60) days after the close of each Fiscal Quarter beginning with the Fiscal Quarter ending June 30, 1997, the General Partner shall cause to be prepared and each Partner shall be furnished with a balance sheet as of the last day of such Fiscal Quarter and an income statement and a statement of cash flows for the Partnership for such Fiscal Quarter and the notes associated with each. (d) Retirement/Liquidation Date Reports. On the date on which any distribution is made pursuant to Section 10.08(b) in retirement of all or any portion of any Class A Limited Partner's Interest and on the date on which final distributions are made to the Partners pursuant to Section 12.02, the General Partner shall cause to be prepared and each Partner furnished with each of the following statements:

40 (i) A balance sheet as of the last day of such Fiscal Year and an income statement and statement of cash flows for the Partnership for such Fiscal Year and notes associated with each; and (ii) A statement of the Partners' Capital Accounts and changes therein for such Fiscal Year. (c) Quarterly Reports. Within sixty (60) days after the close of each Fiscal Quarter beginning with the Fiscal Quarter ending June 30, 1997, the General Partner shall cause to be prepared and each Partner shall be furnished with a balance sheet as of the last day of such Fiscal Quarter and an income statement and a statement of cash flows for the Partnership for such Fiscal Quarter and the notes associated with each. (d) Retirement/Liquidation Date Reports. On the date on which any distribution is made pursuant to Section 10.08(b) in retirement of all or any portion of any Class A Limited Partner's Interest and on the date on which final distributions are made to the Partners pursuant to Section 12.02, the General Partner shall cause to be prepared and each Partner furnished with each of the following statements: (i) A balance sheet as of the date of such distribution setting forth the aggregate Mark-to-Market Values for each of the following as individual line items: the Software and Databases, all Loans held by the Partnership and each Partnership Subsidiary, all Permitted Securities held by the Partnership and each Partnership Subsidiary and all Cash Equivalents (a "Mark-to-Market Balance Sheet"); and (ii) A statement of the Partners' Capital Accounts as adjusted immediately prior to such distribution (x) in the case of distribution pursuant to Section 10.08(b), pursuant to Section 3.07 and Section 10.08(b), and (y) in the case of a distribution pursuant to Section 12.02, pursuant to Section 3.07 and Section 12.02. (e) Purchase Option Reports. The General Partner shall cause to be prepared and all Partners furnished with a statement of the Partners' Capital Accounts and a Mark-to-Market Balance Sheet (x) in the case of the exercise of the Purchase Option after delivery of a Liquidation Notice as a result of the occurrence of the Notice Event described in Section 14.01(a), on the fourth anniversary of the Closing Date, and setting forth the Mark-toMarket Values of the Permitted Assets as of such fourth anniversary, and (y) in all other cases, not later than the sixtieth (60th) day after the Election Date, and setting forth the Mark-to-Market Values of the Permitted Assets as of the date of delivery of such Mark-to-Market Balance Sheet (the date of delivery of the Mark-to-Market Balance Sheet pursuant to clause (x) or (y), the "Purchase Date"). For purposes of this Section 8.02(e), the Partners' Capital Accounts shall be determined in accordance with Section 3.07 as of the Purchase Date taking into account (x) the adjustments to the Gross Asset Values of the Partnership's Property that would result from a determination

41 of the value of the Partnership's Property in accordance with Section 10.08(b)(i) as of the Purchase Date, and (y) the allocation to the Partners' Capital Accounts that would result from an allocation pursuant to Article III of the Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Purchase Date occurs and ending on the Purchase Date. SECTION 8.03. Tax Matters. (a) (i) The General Partner is authorized to make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Transfers of Partnership Interests and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership or the Partners in their capacities as Partners, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to

41 of the value of the Partnership's Property in accordance with Section 10.08(b)(i) as of the Purchase Date, and (y) the allocation to the Partners' Capital Accounts that would result from an allocation pursuant to Article III of the Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Purchase Date occurs and ending on the Purchase Date. SECTION 8.03. Tax Matters. (a) (i) The General Partner is authorized to make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Transfers of Partnership Interests and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership or the Partners in their capacities as Partners, and to file any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership and the Partners. The General Partner is specifically authorized to act as the "Tax Matters Partner" under the Code and in any similar capacity under state or local law. (ii) The General Partner shall give prompt notice to each Partner upon the receipt of (A) written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Partnership's income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Partnership level related to the Partnership under Section 6223 of the Code; (C) written notice or any final partnership administrative adjustment relating to the Partnership pursuant to a proceeding under Section 6223 of the Code; (D) any request from the Internal Revenue Service or any comparable state or local agency for waiver of any applicable statute of limitation with respect to the filing of any tax return by the Partnership; and (E) any Form 5701 or comparable state or local audit adjustment notices as soon as received, with copies of such notices provided to each Partner. In addition, each Partner will be notified of and allowed to attend any opening and closing conferences regarding any administrative proceeding at the Partnership level relating to the Partnership under Section 6223 of the Code, and the General Partner will provide copies to each Partner of any correspondence with the Internal Revenue Service or comparable state or local agency regarding legal positions taken on audit issues by the General Partner. Within ninety (90) days after receipt of notice of a final partnership administrative adjustment, the General Partner shall notify each Partner if it does not intend to file for judicial review with respect to such adjustment.

42 (b) Necessary tax information shall be delivered to each Partner as soon as practicable after the end of each Fiscal Year of the Partnership but not later than ninety (90) days after the end of each Fiscal Year. The General Partner shall file tax returns for the Partnership prepared in accordance with the Code and the Regulations. Each Partner agrees that it will report all Partnership taxable income, gain, loss, deduction and credit for each Fiscal Year in the manner reflected on the Partnership's U.S. Partnership Return of Income (Form 1065) and related Schedule K-1 furnished to such Partner for such year. SECTION 8.04. Proprietary Information. The Limited Partners shall not have access to (i) information which the General Partner reasonably believes to be in the nature of trade secrets or proprietary information, (ii) information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business, (iii) any information subject to the attorney-client privilege and (iv) any information which is required by law or contract to be kept confidential; provided, however, nothing set forth in this Section 8.04 shall prevent any appraiser doing an appraisal performed in accordance with this Agreement from having access to proprietary information described in this Section 8.04 to the extent necessary to properly perform such appraisal and the General Partner shall provide such information to any such appraiser; provided, further, that such appraiser signs a confidentiality agreement reasonably acceptable to the General Partner.

42 (b) Necessary tax information shall be delivered to each Partner as soon as practicable after the end of each Fiscal Year of the Partnership but not later than ninety (90) days after the end of each Fiscal Year. The General Partner shall file tax returns for the Partnership prepared in accordance with the Code and the Regulations. Each Partner agrees that it will report all Partnership taxable income, gain, loss, deduction and credit for each Fiscal Year in the manner reflected on the Partnership's U.S. Partnership Return of Income (Form 1065) and related Schedule K-1 furnished to such Partner for such year. SECTION 8.04. Proprietary Information. The Limited Partners shall not have access to (i) information which the General Partner reasonably believes to be in the nature of trade secrets or proprietary information, (ii) information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business, (iii) any information subject to the attorney-client privilege and (iv) any information which is required by law or contract to be kept confidential; provided, however, nothing set forth in this Section 8.04 shall prevent any appraiser doing an appraisal performed in accordance with this Agreement from having access to proprietary information described in this Section 8.04 to the extent necessary to properly perform such appraisal and the General Partner shall provide such information to any such appraiser; provided, further, that such appraiser signs a confidentiality agreement reasonably acceptable to the General Partner. ARTICLE IX AMENDMENTS; MEETINGS SECTION 9.01. Amendments. Amendments to this Agreement may be proposed by the General Partner or by any Limited Partner. Following such proposal, the General Partner shall submit to the Partners a verbatim statement of any proposed amendment if counsel for the Partnership shall have approved of the same in writing as to form, and the General Partner shall include in any such submission a recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. A proposed amendment shall be adopted and be effective as an amendment to this Agreement only if it receives the affirmative vote of the General Partner and a majority of the Class B Limited Partners, provided that, if any amendment would adversely affect any Class A Limited Partner, it must also receive the affirmative vote of such Class A Limited Partner. SECTION 9.02. Meetings of the Partners. (a) Meetings of the Partners may be called by the General Partner and shall be called upon the written request of any other Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) Business Days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person, by proxy or by telephone at such meeting. Whenever the vote or consent of Partners is permitted or required under the Agreement, such vote

43 or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 9.03. (b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) days before any such meeting. (c) Each Partner may authorize any Person or Persons to act for it by proxy on all matters in which the Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General

43 or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 9.03. (b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) days before any such meeting. (c) Each Partner may authorize any Person or Persons to act for it by proxy on all matters in which the Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. SECTION 9.03. Unanimous Consent. In the event the consent of the Partners is required for any action to be taken by the Partnership, such consent may be given at a meeting, which may be conducted by conference telephone call, or provided in writing executed by all the Partners. ARTICLE X TRANSFERS OF INTERESTS SECTION 10.01. Restriction on Transfers. Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of its Interest. Each Partner hereby acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Partnership purposes and the relationship of the Partners. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. SECTION 10.02. Permitted Transfers. Subject to the conditions and restrictions set forth in Section 10.03, a Partner may at any time Transfer all or any portion of its Interest to (i) any other Partner, (ii) any Wholly Owned Affiliate of a Partner including the transferor, (iii) any Person approved by all the Partners, or (iv) in the case of any Class A Limited Partner, (A) any Person pursuant to Section 14.03, or (B) any Person to whom such Class A Limited Partner's Interest is Transferred as a result of a foreclosure under that certain Credit Agreement dated as of April 1, 1997 among Leiden, as Borrower, Utrecht, as Initial Lender and Coopereratieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as Agent.

44 Any Transfer permitted by this Section 10.02 shall be referred to in this Agreement as a "Permitted Transfer," and the Person to which the Interest is transferred shall be a "Permitted Transferee." SECTION 10.03. Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.02 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Wholly Owned Affiliate of a D&B Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit C (the "Form Confidentiality Agreement"). In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Partnership to terminate for federal income tax purposes, and the transferor

44 Any Transfer permitted by this Section 10.02 shall be referred to in this Agreement as a "Permitted Transfer," and the Person to which the Interest is transferred shall be a "Permitted Transferee." SECTION 10.03. Conditions to Permitted Transfers. A Transfer shall not be treated as a Permitted Transfer under Section 10.02 unless and until the following conditions are satisfied: (a) The transferor and transferee shall execute and deliver to the Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Wholly Owned Affiliate of a D&B Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit C (the "Form Confidentiality Agreement"). In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer. (b) The Transfer will not cause the Partnership to terminate for federal income tax purposes, and the transferor shall provide the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (c) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Interests Transferred, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any Transferred Interests until it has received such information. (d) Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests to another Partner or to a Wholly Owned Affiliate of any Partner, including the transferor, the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner. (e) Such Transfer will not cause the Partnership to be deemed to be an "investment company" under the Investment Company Act of 1940, as amended and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide

45 to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (f) Except in the case of a Transfer to a Wholly Owned Affiliate of a D&B Partner, each Class A Limited Partner and the transferee of such Class A Limited Partner shall execute certificates substantially similar to the certificates (the "Form Transferor Certificate" and the "Form Transferee Certificate") attached hereto as Exhibit D-1 and Exhibit D-2, respectively. SECTION 10.04. Prohibited Transfers. Any purported Transfer of Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the General Partner, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interests may have to the Partnership.

45 to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion. (f) Except in the case of a Transfer to a Wholly Owned Affiliate of a D&B Partner, each Class A Limited Partner and the transferee of such Class A Limited Partner shall execute certificates substantially similar to the certificates (the "Form Transferor Certificate" and the "Form Transferee Certificate") attached hereto as Exhibit D-1 and Exhibit D-2, respectively. SECTION 10.04. Prohibited Transfers. Any purported Transfer of Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the General Partner, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interests may have to the Partnership. In the case of a Transfer or attempted Transfer of Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby. SECTION 10.05. Rights of Unadmitted Assignees. (a) In General. A Person who acquires one or more Interests but who is not admitted as a substituted Partner pursuant to Section 10.06 shall be entitled only to allocations and distributions with respect to such Interests in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Act or this Agreement. (b) General Partner. A transferee who acquires a Partnership Interest from a General Partner under this Agreement by means of a Transfer that is permitted under this Article X, but who is not admitted as a General Partner, shall have no authority to act for or bind the Partnership, to inspect the Partnership's books, or otherwise to be treated as a General Partner. Following such a Transfer, the transferor shall not cease to be a General Partner of the Partnership and shall continue to be a General Partner until such time as the transferee is admitted as a General Partner.

46 SECTION 10.06. Admission as Substituted Partners. Subject to the other provisions of this Article X, a transferee of Interests may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below in this Section 10.06: (a) The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (b) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee's agreement to be bound by the terms and conditions of this Agreement; (c) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the Transferred Interests; (d) If the transferee is a partnership or a corporation, the transferee provides the Partnership with evidence

46 SECTION 10.06. Admission as Substituted Partners. Subject to the other provisions of this Article X, a transferee of Interests may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below in this Section 10.06: (a) The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (b) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee's agreement to be bound by the terms and conditions of this Agreement; (c) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the Transferred Interests; (d) If the transferee is a partnership or a corporation, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership that such transferee has made each of the representations and undertaken each of the warranties described in Section 7.02 as of the date of the Transfer; and (e) In the event that the transferee of a Partnership Interest from any Partner is admitted under this Agreement, such transferee shall be deemed admitted to the Partnership as a substituted Partner immediately prior to the Transfer, and with respect to the transferee of a General Partner, such transferee shall continue the business of the Partnership without dissolution. SECTION 10.07. Distributions with Respect to Transferred Interests. If any Partnership Interest is sold, assigned, or Transferred in compliance with the provisions of this Article X, all distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such distributions, the Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided, however, that if the Partnership is given notice of a Transfer at least fourteen (14) days prior to the Transfer, the Partnership shall recognize such Transfer as of the date of such Transfer; and provided further, that if the Partnership does not receive a notice stating the date such Interest was Transferred and such other information as the General Partner may reasonably require within thirty (30) days after the end of the accounting period during which the Transfer occurs, all distributions shall be made to the Person who, according to the books and records of the Partnership, on the last day of the accounting period during which the Transfer occurs, was the owner of the Interest. Neither the Partnership nor the General Partner shall incur any liability for making distributions in accordance

47 with the provisions of this Section 10.07, whether or not the General Partner or the Partnership has knowledge of any Transfer of ownership of any Interest. SECTION 10.08. Retirement of Class A Limited Partners' Interests in the Partnership; Determination of Markto-Market Values and Gross Asset Values. (a) In General. (i) The General Partner may, at any time, elect to cause all or any portion of the Class A Limited Partners' Interests in the Partnership to be retired in accordance with this Section 10.08 by giving written notice of its election to the Partnership and to all other Partners; provided that: (A) Any single distribution made to a Class A Limited Partner in retirement of its Interest in accordance with this Section 10.08 shall not be less than the lesser of the amount necessary to retire the entire Interest of such Class A Limited Partner or $10,000,000 plus integral multiples of $1,000,000; and

47 with the provisions of this Section 10.07, whether or not the General Partner or the Partnership has knowledge of any Transfer of ownership of any Interest. SECTION 10.08. Retirement of Class A Limited Partners' Interests in the Partnership; Determination of Markto-Market Values and Gross Asset Values. (a) In General. (i) The General Partner may, at any time, elect to cause all or any portion of the Class A Limited Partners' Interests in the Partnership to be retired in accordance with this Section 10.08 by giving written notice of its election to the Partnership and to all other Partners; provided that: (A) Any single distribution made to a Class A Limited Partner in retirement of its Interest in accordance with this Section 10.08 shall not be less than the lesser of the amount necessary to retire the entire Interest of such Class A Limited Partner or $10,000,000 plus integral multiples of $1,000,000; and (B) No Liquidating Event or Notice Event (or event which, with notice or lapse of time, or both, would constitute a Liquidating Event or Notice Event, other than the events described in Section 12.01(a) and Section 14.01(a)) shall have occurred and be continuing, immediately before or after giving effect to such retirement. (ii) Any notice given pursuant to this Section 10.08(a) (a "Retirement Notice") shall include the following: (A) Either a statement that the entire Interests of the Class A Limited Partners are to be retired or a statement of the amount to be distributed in retirement of each Class A Limited Partner's Interest; and (B) The Retirement Date (as defined in and selected in accordance with Section 10.08(b)(iii)) on which retirement distributions shall be made to the Class A Limited Partners. (b) Distributions Upon Retirement. In the event that any portion of the Class A Limited Partner's Interests in the Partnership are retired pursuant to this Section 10.08, (x) the value of the Partnership's assets shall be determined in accordance with Section 10.08(b)(i) and the Gross Asset Values of all Partnership assets shall be adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10 as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III. On the applicable

48 Retirement Date, the Partnership shall distribute to each Class A Limited Partner an amount of cash, (A) in the event that the entire Interest of such Class A Limited Partner is to be retired, equal to the balance in such Class A Limited Partner's Capital Account immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.08(b) and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 8.02(d)(ii), or (B) in all other cases, equal to the amount stated in the applicable Retirement Notice. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10, the value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the "Mark-to-Market Value"). (A) The Mark-to-Market Value of any Loan shall be equal to the par value of such Loan; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Mark-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Class A Limited Partner (which consent shall not be unreasonably withheld).

48 Retirement Date, the Partnership shall distribute to each Class A Limited Partner an amount of cash, (A) in the event that the entire Interest of such Class A Limited Partner is to be retired, equal to the balance in such Class A Limited Partner's Capital Account immediately after giving effect to the adjustments and allocations required by the first sentence of this Section 10.08(b) and as reflected on the statement of Capital Accounts provided to the Partners pursuant to Section 8.02(d)(ii), or (B) in all other cases, equal to the amount stated in the applicable Retirement Notice. (i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10, the value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the "Mark-to-Market Value"). (A) The Mark-to-Market Value of any Loan shall be equal to the par value of such Loan; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Mark-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Class A Limited Partner (which consent shall not be unreasonably withheld). (B) The Mark-to-Market Value of the Software and Databases shall be determined by appraisal by Coopers & Lybrand or, if Coopers & Lybrand is unavailable or unwilling to do such appraisal, the Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Value of the Software and Databases. (C) The Mark-to-Market Value of any Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any. (D) The Mark-to-Market Value of any Permitted Security shall be equal to its Market Value. (E) The Mark-to-Market Value of Partnership Subsidiary I Stock or Partnership Subsidiary II Stock shall be equal to the aggregate Mark-to-Market Values of all Permitted Assets held by Partnership Subsidiary I or Partnership Subsidiary II, as the case may be. (F) The Mark-to-Market Value of the Computer Equipment shall be determined by appraisal by Coopers & Lybrand or, if Coopers & Lybrand is

49 unavailable or unwilling to do such appraisal, the Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Value of the Computer Equipment. (ii) If all or any portion of the Class A Limited Partners' Interests in the Partnership are retired prior to the fourth anniversary of the Closing Date, the Partnership shall pay to each Class A Limited Partner on the applicable Retirement Date cash in an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. Amounts payable under this Section 10.08(b)(ii) shall be treated as guaranteed payments within the meaning of Code Section 707(c), shall be considered an expense of the Partnership for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution of money to any Class A Limited Partner that would reduce its Capital Account. (iii) In the event that the General Partner has elected to retire all or any portion of the Class A Limited Partners' Interests in the Partnership pursuant to Section 10.08(a), distributions shall be made to each Class A Limited Partner, and such portion of each Class A Limited Partner's Interest in the Partnership shall be retired, at 11:00 a.m. on the date (the "Retirement Date") specified in the Retirement Notice, which date shall not be less than five (5) Business Days or more than fifteen (15) Business Days after the date on which the Retirement Notice was given pursuant to Section 10.08(a). ARTICLE XI

49 unavailable or unwilling to do such appraisal, the Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Value of the Computer Equipment. (ii) If all or any portion of the Class A Limited Partners' Interests in the Partnership are retired prior to the fourth anniversary of the Closing Date, the Partnership shall pay to each Class A Limited Partner on the applicable Retirement Date cash in an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. Amounts payable under this Section 10.08(b)(ii) shall be treated as guaranteed payments within the meaning of Code Section 707(c), shall be considered an expense of the Partnership for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution of money to any Class A Limited Partner that would reduce its Capital Account. (iii) In the event that the General Partner has elected to retire all or any portion of the Class A Limited Partners' Interests in the Partnership pursuant to Section 10.08(a), distributions shall be made to each Class A Limited Partner, and such portion of each Class A Limited Partner's Interest in the Partnership shall be retired, at 11:00 a.m. on the date (the "Retirement Date") specified in the Retirement Notice, which date shall not be less than five (5) Business Days or more than fifteen (15) Business Days after the date on which the Retirement Notice was given pursuant to Section 10.08(a). ARTICLE XI GENERAL PARTNER SECTION 11.01. Covenant Not to Withdraw, Transfer, or Dissolve. Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (i) take any action to file a certificate of dissolution or its equivalent with respect to itself, (ii) withdraw or attempt to withdraw from the Partnership, (iii) exercise any power under the Act to dissolve the Partnership, (iv) Transfer all or any portion of its Interest in the Partnership as a General Partner, or (v) petition for judicial dissolution of the Partnership. Further, the General Partner hereby covenants and agrees to continue to carry out the duties of the General Partner under this Agreement until the Partnership is dissolved and liquidated pursuant to Article XII. SECTION 11.02. Termination of Status as General Partner. (a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner, (ii) the Transfer of the General Partner's entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 10.06 hereof, (iii) the involuntary Transfer by operation of law of the General Partner's Interest in the Partnership, or (iv) the vote of all of the Partners to approve a request by the General Partner to withdraw. In

50 the event the General Partner ceases to be a General Partner without having Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted transferee of a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04. If the General Partner ceases to be a Partner for any reason under this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403 (d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) If at the time a Person ceases to be a General Partner, such Person is also a Limited Partner with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person's rights and obligations with respect to such Limited Partner Interests.

50 the event the General Partner ceases to be a General Partner without having Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted transferee of a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04. If the General Partner ceases to be a Partner for any reason under this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403 (d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) If at the time a Person ceases to be a General Partner, such Person is also a Limited Partner with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person's rights and obligations with respect to such Limited Partner Interests. SECTION 11.03. Election of New General Partners. Provided the Partnership has one General Partner, any Partner may nominate one or more Persons described in Section 10.02 for election as additional General Partners; provided that any such Person satisfies the requirements in Sections 10.03 and 10.06 applicable to the transferee in a Permitted Transfer and the admission of a transferee as a substituted General Partner. The election of an additional General Partner shall require an affirmative vote of all of the Partners. ARTICLE XII DISSOLUTION AND WINDING UP SECTION 12.01. Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following ("Liquidating Events"): (a) The twentieth anniversary of the Closing Date; (b) The date on which, pursuant to Section 14.02, a Liquidation Notice becomes effective to cause a Notice Event to become a Liquidating Event;

51 (c) In the event any one or more of the D&B Partners has elected pursuant to Section 14.03 to purchase any Class A Limited Partner's Interest, the failure of any of such D&B Partners, or their designees, to pay the Purchase Price as required pursuant to such Section 14.03; (d) The unanimous vote of the Partners to dissolve, wind up, and liquidate the Partnership; (e) The happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or (f) The withdrawal or removal of the General Partner, the assignment by the General Partner of its entire Interest in the Partnership or any other event that causes the General Partner to cease to be a general partner under the Act; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.01. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.01(f) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one remaining General

51 (c) In the event any one or more of the D&B Partners has elected pursuant to Section 14.03 to purchase any Class A Limited Partner's Interest, the failure of any of such D&B Partners, or their designees, to pay the Purchase Price as required pursuant to such Section 14.03; (d) The unanimous vote of the Partners to dissolve, wind up, and liquidate the Partnership; (e) The happening of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or (f) The withdrawal or removal of the General Partner, the assignment by the General Partner of its entire Interest in the Partnership or any other event that causes the General Partner to cease to be a general partner under the Act; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.01. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.01(f) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership). If at such time there is not at least one remaining General Partner or the remaining General Partner does not carry on the business of the Partnership, the Partnership shall be liquidated in accordance with this Article XII. SECTION 12.02. Winding Up. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners, and no Partner shall take any action with respect to the Partnership that is inconsistent with the winding up of the Partnership's business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership Property has been distributed pursuant to this Section 12.02 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Partnership. The Liquidator shall take full account of the Partnership's liabilities and Partnership Property and, except as otherwise provided in Section 12.03, shall, within sixty (60) days of the occurrence of a Liquidating Event cause the Partnership Property or the proceeds from the sale or disposition thereof (as determined pursuant

52 to Section 12.10), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law and notwithstanding anything in this Agreement to the contrary, in the following order: (a) First, to creditors (including the Class A Limited Partners to the extent such Partners are creditors, to the extent otherwise permitted by law) other than the D&B Partners and their Affiliates, in satisfaction of all of the Partnership's debts and liabilities (including claims and obligations as required by Section 17-804(b) of the Act) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners under Section 17-601 or 17-604 of the Act; (b) Second, to the Class A Limited Partners in an amount equal to the amount of any Early Liquidation Premium that is then due and unpaid; (c) Third, to the payment and discharge of all of the Partnership's debts and liabilities to the D&B Partners and their Affiliates to the extent adequate provision therefor has not been made; and (d) The balance, if any, to the Partners in accordance with their positive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

52 to Section 12.10), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law and notwithstanding anything in this Agreement to the contrary, in the following order: (a) First, to creditors (including the Class A Limited Partners to the extent such Partners are creditors, to the extent otherwise permitted by law) other than the D&B Partners and their Affiliates, in satisfaction of all of the Partnership's debts and liabilities (including claims and obligations as required by Section 17-804(b) of the Act) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners under Section 17-601 or 17-604 of the Act; (b) Second, to the Class A Limited Partners in an amount equal to the amount of any Early Liquidation Premium that is then due and unpaid; (c) Third, to the payment and discharge of all of the Partnership's debts and liabilities to the D&B Partners and their Affiliates to the extent adequate provision therefor has not been made; and (d) The balance, if any, to the Partners in accordance with their positive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods. In the event that any payment or distribution made under this Section 12.02 is made in-kind, the amount of the payment or distribution will be equal to the Mark-to-Market Value of the Partnership Property paid or distributed at the time of such payment or distribution. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII. The D&B Partners understand and agree that by accepting the provisions of this Section 12.02 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, the D&B Partners expressly waive any right which they, as creditors of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinate to said creditors any such right. SECTION 12.03. Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2) (ii)(g), (x) distributions shall be made pursuant to this Article XII to the Partners who have positive Capital Accounts in compliance with Regulations

53 Section 1.704-1(b)(2)(ii)(b)(2), and (y) if the General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, with the consent of the Class A Limited Partners, a portion (determined in the manner provided below) of the distributions that may otherwise be made to the Partners pursuant to this Article XII may be: (a) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined below) as the amount distributed to such

53 Section 1.704-1(b)(2)(ii)(b)(2), and (y) if the General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, with the consent of the Class A Limited Partners, a portion (determined in the manner provided below) of the distributions that may otherwise be made to the Partners pursuant to this Article XII may be: (a) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 12.02; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable. The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 12.03(a) or withheld to provide a reserve pursuant to Section 12.03(b) shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.02. SECTION 12.04. Deemed Distribution and Recontribution. In the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership Property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, solely for federal income tax purposes, the Partnership shall be deemed to have distributed the Partnership Property in-kind to the Partners, who shall be deemed to have taken subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately

54 thereafter, the Partners shall be deemed to have recontributed the Partnership Property in-kind to the Partnership, which shall be deemed to have taken subject to all such liabilities. SECTION 12.05. Rights of Partners. Each Partner shall look solely to the Partnership Property for the return of its Capital Contribution and, except as otherwise provided in Section 12.10, shall have no right or power to demand or receive property other than cash from the Partnership. SECTION 12.06. Notice of Dissolution. In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.01, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner). SECTION 12.07. Liquidation Guaranteed Payment. On the date on which all of the assets of the Partnership are distributed to the Partners pursuant to Section 12.02, the Partnership shall pay to each Class A Limited Partner an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. Amounts payable under this Section 12.07 shall be paid in

54 thereafter, the Partners shall be deemed to have recontributed the Partnership Property in-kind to the Partnership, which shall be deemed to have taken subject to all such liabilities. SECTION 12.05. Rights of Partners. Each Partner shall look solely to the Partnership Property for the return of its Capital Contribution and, except as otherwise provided in Section 12.10, shall have no right or power to demand or receive property other than cash from the Partnership. SECTION 12.06. Notice of Dissolution. In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.01, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner). SECTION 12.07. Liquidation Guaranteed Payment. On the date on which all of the assets of the Partnership are distributed to the Partners pursuant to Section 12.02, the Partnership shall pay to each Class A Limited Partner an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. Amounts payable under this Section 12.07 shall be paid in cash, unless, at such time as the Partnership has failed to pay all or any portion of such amount then due and payable, the Class A Limited Partners elect to have such amounts paid in-kind. In the event the Class A Limited Partners have made such an election, such payments shall be made in the form of Loans and/or Cash Equivalents (as determined by the Class A Limited Partners in their sole discretion subject only to the Partnership holding any such asset in the amounts requested) with an aggregate Mark-to-Market Value equal to the amount due and payable. In addition, amounts payable under this Section 12.07 shall be treated as guaranteed payments within the meaning of Code Section 707(c), shall be considered an expense of the Partnership for income tax purposes and an expense or capital item for financial reporting purposes, as the case may be, and shall not be considered a distribution to any Class A Limited Partner for all purposes of this Agreement, including, without limitation, in maintaining any Class A Limited Partner's Capital Account. SECTION 12.08. Character of Liquidating Distributions. All payments made in liquidation of the Interest of a retiring Partner (whether pursuant to Article X or Article XII) shall be made in exchange for the interest of such Partner in Partnership Property pursuant to Section 736(b)(1) of the Code, including the interest of such Partner in Partnership goodwill. SECTION 12.09. The Liquidator. The "Liquidator" shall mean the General Partner, provided that, if at the time a Liquidating Event has occurred there is no remaining General Partner, the "Liquidator" shall be appointed by the Class A Limited Partners.

55 SECTION 12.10. Form of Liquidating Distributions. (a) In general. Except as provided in this Section 12.10, for purposes of making distributions required by Section 12.02, the Liquidator may determine whether to distribute all or any portion of the Partnership Property in-kind or to sell all or any portion of the Partnership Property and distribute the proceeds therefrom, provided that the Liquidator shall not distribute Partnership Property other than cash to any Class A Limited Partner without its consent, and the Liquidator shall be required to reduce the Partnership Property to cash to the extent necessary to make distributions to the Class A Limited Partners pursuant to Section 12.02 in cash. (b) Class A Limited Partner In-Kind Election. At the election of the Class A Limited Partners, the Liquidator may be required to distribute all of the Partnership Property in-kind. In such event, the Property to be distributed to each Partner shall be determined by the Liquidator; provided that, subject to Section 12.10(c), distribution of any Partnership Property to any Class A Limited Partner other than Loans or Cash Equivalents shall require the consent of all of the Partners. (c) Other Permitted Assets. In no event shall the Software and Databases be distributed to the Class A Limited Partners in kind.

55 SECTION 12.10. Form of Liquidating Distributions. (a) In general. Except as provided in this Section 12.10, for purposes of making distributions required by Section 12.02, the Liquidator may determine whether to distribute all or any portion of the Partnership Property in-kind or to sell all or any portion of the Partnership Property and distribute the proceeds therefrom, provided that the Liquidator shall not distribute Partnership Property other than cash to any Class A Limited Partner without its consent, and the Liquidator shall be required to reduce the Partnership Property to cash to the extent necessary to make distributions to the Class A Limited Partners pursuant to Section 12.02 in cash. (b) Class A Limited Partner In-Kind Election. At the election of the Class A Limited Partners, the Liquidator may be required to distribute all of the Partnership Property in-kind. In such event, the Property to be distributed to each Partner shall be determined by the Liquidator; provided that, subject to Section 12.10(c), distribution of any Partnership Property to any Class A Limited Partner other than Loans or Cash Equivalents shall require the consent of all of the Partners. (c) Other Permitted Assets. In no event shall the Software and Databases be distributed to the Class A Limited Partners in kind. ARTICLE XIII POWER OF ATTORNEY SECTION 13.01. General Partner as Attorney-In-Fact. Each Partner hereby makes, constitutes, and appoints the General Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (i) all certificates of limited partnership, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business, (ii) any and all amendments, restatements or changes to this Agreement and the instruments described in (i), as now or hereafter amended, which the General Partner may deem necessary to effect a change or modification of the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (A) the exercise by the General Partner of any power granted to it under this Agreement, (B) any amendments adopted by the Partners in accordance with the terms of this Agreement; (C) the admission of any substituted Partner, and (D) the disposition by any Partner of its Interest in the Partnership, (iii) all certificates of cancellation and other instruments which the General Partner or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to

56 the terms of this Agreement, and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Partner authorizes each such attorney-infact to take any further action which such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof. SECTION 13.02. Nature of Special Power. The power of attorney granted pursuant to this Article XIII: (a) Is a special power of attorney coupled with an interest and is irrevocable; (b) May be exercised by any such attorney-in-fact by listing the Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Partners; and

56 the terms of this Agreement, and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Partner authorizes each such attorney-infact to take any further action which such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof. SECTION 13.02. Nature of Special Power. The power of attorney granted pursuant to this Article XIII: (a) Is a special power of attorney coupled with an interest and is irrevocable; (b) May be exercised by any such attorney-in-fact by listing the Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Partners; and (c) Shall survive and not be affected by the subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a Partner and shall survive the delivery of an assignment by a Partner of the whole or a portion of its Interest in the Partnership (except that where the assignment is of such Partner's entire Interest in the Partnership and the assignee is admitted as a substituted Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Partner's or assignee's successors and assigns. ARTICLE XIV NOTICE EVENTS SECTION 14.01. Notice Events. In the event that any of the following events ("Notice Events") shall occur, the Partners shall have the rights described in Section 14.02: (a) The occurrence of the 110th day prior to the fourth anniversary of the Closing Date; (b) The General Partner, DBI or D&B shall (i) fail to remain in substantial compliance with the terms, covenants and obligations required on its part to be performed or observed under Sections 5.04(a) and 5.04(b), or (ii) fail to perform or observe any

57 material term, covenant or obligation on its part to be performed or observed (except such terms, covenants or obligations as are described in clause (i) above) under (A) this Agreement (except for specific violations the cure periods for which are specifically provided for as Notice Events hereunder), (B) the Lease Agreement, or (C) the D&B Guaranty, in each case if such failure under either clause (i) or clause (ii) of this Section 14.01(b) is not cured within thirty (30) days of a Responsible Officer obtaining actual knowledge of such failure; (c) The failure of the Partnership to distribute to each Class A Limited Partner in immediately available funds on the last Business Day of each Fiscal Quarter an amount equal to the remainder, if any, of (i) the cumulative Priority Return of such Class A Limited Partner from the Closing Date to the last Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all prior distributions to such Class A Limited Partner pursuant to Section 4.01, if such failure is not cured within ten (10) Business Days of receipt by the General Partner of notice thereof; (d) The Bankruptcy of the Partnership, the General Partner, DBI or D&B; and (e) A D&B Event shall occur. SECTION 14.02. Liquidation Notice. (a) Liquidation Notice. At any time on or after the occurrence of a Notice

57 material term, covenant or obligation on its part to be performed or observed (except such terms, covenants or obligations as are described in clause (i) above) under (A) this Agreement (except for specific violations the cure periods for which are specifically provided for as Notice Events hereunder), (B) the Lease Agreement, or (C) the D&B Guaranty, in each case if such failure under either clause (i) or clause (ii) of this Section 14.01(b) is not cured within thirty (30) days of a Responsible Officer obtaining actual knowledge of such failure; (c) The failure of the Partnership to distribute to each Class A Limited Partner in immediately available funds on the last Business Day of each Fiscal Quarter an amount equal to the remainder, if any, of (i) the cumulative Priority Return of such Class A Limited Partner from the Closing Date to the last Business Day of the Fiscal Quarter during which such distribution is made, minus (ii) all prior distributions to such Class A Limited Partner pursuant to Section 4.01, if such failure is not cured within ten (10) Business Days of receipt by the General Partner of notice thereof; (d) The Bankruptcy of the Partnership, the General Partner, DBI or D&B; and (e) A D&B Event shall occur. SECTION 14.02. Liquidation Notice. (a) Liquidation Notice. At any time on or after the occurrence of a Notice Event, each Class A Limited Partner may elect to cause such Notice Event to result in a Liquidating Event by delivering to the General Partner a notice (a "Liquidation Notice") of such election; provided that: (i) such Notice Event shall not result in a Liquidating Event until the expiration of ten (10) Business Days following such delivery, (ii) such Class A Limited Partner may rescind such Liquidation Notice by delivering to the General Partner a notice prior to such tenth (10th) Business Day, and (iii) a Liquidation Notice automatically will be deemed rescinded upon the election within such ten (10) Business Day period by any one or more of the D&B Partners pursuant to the Purchase Option to purchase all Class A Limited Partners' Interests. SECTION 14.03. Electing Partners' Purchase Option. (a) Election of Purchase Option. Any one or more of the D&B Partners or their designees (referred to in this Section 14.03 as the "Electing Partners") may elect pursuant to a purchase option (the "Purchase Option") to purchase the Class A Limited Partners' entire Interests in such proportions as they shall agree (i) within the ten (10) Business Day period prior to the effectiveness of any Liquidation Notice delivered to the General Partner pursuant to Section 14.02, or (ii) at any time after the fourth anniversary of the Closing Date upon ten (10) Business Days' prior notice (the "Election Notice"). The day on which a Liquidation Notice is delivered to the General Partner shall be the "Election Date," provided that, if no Liquidation Notice has been delivered, the day on which the

58 Election Notice is given shall be the "Election Date." An Election Notice given pursuant to this Section 14.03 shall be irrevocable and binding on the Electing Partners. (b) Purchase Price. The purchase price (the "Purchase Price") of each Class A Limited Partner's Interest shall equal the sum of (A) the balance in such Class A Limited Partner's Capital Account as stated on the statement of Capital Accounts determined in accordance with this Agreement and provided to the Partners pursuant to Section 8.02(e); and (B) an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. (c) Purchase. (i) The Purchase Price shall be payable in immediately available funds, and the closing of the purchase and sale of each Class A Limited Partner's Interest shall occur, on the Purchase Date. (ii) The closing shall occur at such place as is mutually agreeable to the Partners, or upon the failure to agree, at the principal place of business of the Partnership. On the Purchase Date, each Class A Limited Partner shall deliver to the Electing Partners good title, free and clear of any liens, claims, encumbrances, security interests or options, to its Interest thus purchased. The Electing Partners shall remain obligated to pay any and all reasonable out-of-pocket expenses (including attorneys' fees and expenses) incurred by each Class A Limited Partner in enforcing any rights under this Section 14.03.

58 Election Notice is given shall be the "Election Date." An Election Notice given pursuant to this Section 14.03 shall be irrevocable and binding on the Electing Partners. (b) Purchase Price. The purchase price (the "Purchase Price") of each Class A Limited Partner's Interest shall equal the sum of (A) the balance in such Class A Limited Partner's Capital Account as stated on the statement of Capital Accounts determined in accordance with this Agreement and provided to the Partners pursuant to Section 8.02(e); and (B) an amount equal to such Class A Limited Partner's Early Liquidation Premium, if any. (c) Purchase. (i) The Purchase Price shall be payable in immediately available funds, and the closing of the purchase and sale of each Class A Limited Partner's Interest shall occur, on the Purchase Date. (ii) The closing shall occur at such place as is mutually agreeable to the Partners, or upon the failure to agree, at the principal place of business of the Partnership. On the Purchase Date, each Class A Limited Partner shall deliver to the Electing Partners good title, free and clear of any liens, claims, encumbrances, security interests or options, to its Interest thus purchased. The Electing Partners shall remain obligated to pay any and all reasonable out-of-pocket expenses (including attorneys' fees and expenses) incurred by each Class A Limited Partner in enforcing any rights under this Section 14.03. (iii) On the Purchase Date, the Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transaction contemplated hereby, including, without limitation, the Transfer of the Interests of the Class A Limited Partners. The reasonable costs of such Transfer and closing, including, without limitation, attorneys' fees and filing fees, shall be paid by the Electing Partners. (d) Treatment as Purchase Under Section 741. The Partners agree to treat the Transfer of the Class A Limited Partners' Interests to the Electing Partners pursuant to this Section 14.03 as a purchase and sale under Section 741 of the Code and not as a retirement under Section 736 of the Code. ARTICLE XV MISCELLANEOUS SECTION 15.01. Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given, and received for all purposes (i) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (ii) when the same is actually received, if sent either by registered or certified mail, postage and charges

59 prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners: (a) If to the Partnership, to the address set forth in the first sentence of Section 1.04, with a copy sent to the General Partner at its address set forth in Section 2.01; (b) If to the General Partner, to the addresses set forth in Section 2.01; and (c) If to any Limited Partner, to its address set forth in Section 2.02. Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally, or otherwise as of the date on which the same was received. Any Person may from time to time specify a different address by notice to the Partnership and the Partners. SECTION 15.02. Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, transferees and assigns.

59 prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners: (a) If to the Partnership, to the address set forth in the first sentence of Section 1.04, with a copy sent to the General Partner at its address set forth in Section 2.01; (b) If to the General Partner, to the addresses set forth in Section 2.01; and (c) If to any Limited Partner, to its address set forth in Section 2.02. Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally, or otherwise as of the date on which the same was received. Any Person may from time to time specify a different address by notice to the Partnership and the Partners. SECTION 15.02. Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, transferees and assigns. SECTION 15.03. Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. SECTION 15.04. Headings. Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement. SECTION 15.05. Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section 15.05 shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any Partner to lose the benefit of its economic bargain. SECTION 15.06. Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

60 SECTION 15.07. Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners. SECTION 15.08. Waiver of Action for Partition. Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership Property. SECTION 15.09. Waiver of Jury Trial. Each of the Partners 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 15.10. Consent to Jurisdiction. Each Partner (i) irrevocably submits to the jurisdiction of any New York State or Delaware State court or Federal court sitting in New York County or Wilmington, Delaware in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. SECTION 15.11. Counterpart Execution. This Agreement may be executed in any number of counterparts with

60 SECTION 15.07. Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners. SECTION 15.08. Waiver of Action for Partition. Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership Property. SECTION 15.09. Waiver of Jury Trial. Each of the Partners 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 15.10. Consent to Jurisdiction. Each Partner (i) irrevocably submits to the jurisdiction of any New York State or Delaware State court or Federal court sitting in New York County or Wilmington, Delaware in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. SECTION 15.11. Counterpart Execution. This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement. SECTION 15.12. Sole and Absolute Discretion. Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the General Partner. SECTION 15.13. Specific Performance. Each Partner agrees with the other Partners that the other Partners would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching Partners may be entitled, at law or in equity, the nonbreaching Partners shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions of this Agreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

61 IN WITNESS WHEREOF, the parties have entered into this Amended and Restated Agreement of Limited Partnership as of the day first above set forth. [signatures follow on separate pages]

GENERAL PARTNER: DUNS INVESTING VII CORPORATION
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

61 IN WITNESS WHEREOF, the parties have entered into this Amended and Restated Agreement of Limited Partnership as of the day first above set forth. [signatures follow on separate pages]

GENERAL PARTNER: DUNS INVESTING VII CORPORATION
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

LIMITED PARTNERS: DUN & BRADSTREET, INC.
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

DUNS HOLDING, INC.
By: /s/ J.N. Denholm --------------------------------Name: J.N. Denholm Title: President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

UTRECHT-AMERICA FINANCE CO.

GENERAL PARTNER: DUNS INVESTING VII CORPORATION
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

LIMITED PARTNERS: DUN & BRADSTREET, INC.
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

DUNS HOLDING, INC.
By: /s/ J.N. Denholm --------------------------------Name: J.N. Denholm Title: President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

UTRECHT-AMERICA FINANCE CO.
By: /s/ J.W. den Baas -----------------------------------Name: J.W. den Baas Title: Vice President /s/ David I. Dietz -----------------------------------Name: David I. Dietz Title: Assistant Treasurer

LIMITED PARTNERS: DUN & BRADSTREET, INC.
By: /s/ Philip C. Danford --------------------------------Name: Philip C. Danford Title: VP & Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

DUNS HOLDING, INC.
By: /s/ J.N. Denholm --------------------------------Name: J.N. Denholm Title: President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

UTRECHT-AMERICA FINANCE CO.
By: /s/ J.W. den Baas -----------------------------------Name: J.W. den Baas Title: Vice President /s/ David I. Dietz -----------------------------------Name: David I. Dietz Title: Assistant Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

LEIDEN, INC.
By: /s/ Reinier Mesritz ---------------------------------------Name: Reinier Mesritz Title: Chairman of the Board & President

DUNS HOLDING, INC.
By: /s/ J.N. Denholm --------------------------------Name: J.N. Denholm Title: President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

UTRECHT-AMERICA FINANCE CO.
By: /s/ J.W. den Baas -----------------------------------Name: J.W. den Baas Title: Vice President /s/ David I. Dietz -----------------------------------Name: David I. Dietz Title: Assistant Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

LEIDEN, INC.
By: /s/ Reinier Mesritz ---------------------------------------Name: Reinier Mesritz Title: Chairman of the Board & President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

Exhibit 10.15 AMENDMENT NO. 1, dated as of July 14, 1997 ("Amendment No. 1"), to the Amended and Restated Agreement of Limited Partnership of D&B Investors L.P., dated as of April 1, 1997 (the "Partnership Agreement"), among Duns Investing VII Corporation, Dun & Bradstreet, Inc., Duns Holding, Inc., UtrechtAmerica Finance Co. and Leiden, Inc. WHEREAS, the parties hereto desire to amend the terms of the Partnership Agreement to reflect certain additional understandings.

UTRECHT-AMERICA FINANCE CO.
By: /s/ J.W. den Baas -----------------------------------Name: J.W. den Baas Title: Vice President /s/ David I. Dietz -----------------------------------Name: David I. Dietz Title: Assistant Treasurer

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

LEIDEN, INC.
By: /s/ Reinier Mesritz ---------------------------------------Name: Reinier Mesritz Title: Chairman of the Board & President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

Exhibit 10.15 AMENDMENT NO. 1, dated as of July 14, 1997 ("Amendment No. 1"), to the Amended and Restated Agreement of Limited Partnership of D&B Investors L.P., dated as of April 1, 1997 (the "Partnership Agreement"), among Duns Investing VII Corporation, Dun & Bradstreet, Inc., Duns Holding, Inc., UtrechtAmerica Finance Co. and Leiden, Inc. WHEREAS, the parties hereto desire to amend the terms of the Partnership Agreement to reflect certain additional understandings. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendment to Definition of "Permitted Securities." The definition of "Permitted Securities" shall be amended by deleting the amount "$15,000,000" set forth in clause (v) thereof and inserting "$50,000,000" in lieu thereof. 2. Amendment to Definition of "Priority Return." The definition of "Priority Return" shall be amended by deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 3. Amendment to Section 4.01. Section 4.01 shall be amended by (i) deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.02" in lieu thereof, and (ii) deleting the reference to "Section 4.01(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 4. Reaffirmation. Except as expressly amended by this Amendment No. 1, the Partnership Agreement is and shall continue to be in full force and effect as originally written.

LEIDEN, INC.
By: /s/ Reinier Mesritz ---------------------------------------Name: Reinier Mesritz Title: Chairman of the Board & President

THIS IS A SIGNATURE PAGE TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P. AND IS EXECUTED BY THE PARTY NAMED ABOVE.

Exhibit 10.15 AMENDMENT NO. 1, dated as of July 14, 1997 ("Amendment No. 1"), to the Amended and Restated Agreement of Limited Partnership of D&B Investors L.P., dated as of April 1, 1997 (the "Partnership Agreement"), among Duns Investing VII Corporation, Dun & Bradstreet, Inc., Duns Holding, Inc., UtrechtAmerica Finance Co. and Leiden, Inc. WHEREAS, the parties hereto desire to amend the terms of the Partnership Agreement to reflect certain additional understandings. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendment to Definition of "Permitted Securities." The definition of "Permitted Securities" shall be amended by deleting the amount "$15,000,000" set forth in clause (v) thereof and inserting "$50,000,000" in lieu thereof. 2. Amendment to Definition of "Priority Return." The definition of "Priority Return" shall be amended by deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 3. Amendment to Section 4.01. Section 4.01 shall be amended by (i) deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.02" in lieu thereof, and (ii) deleting the reference to "Section 4.01(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 4. Reaffirmation. Except as expressly amended by this Amendment No. 1, the Partnership Agreement is and shall continue to be in full force and effect as originally written. 5. Execution in Counterparts; Effectiveness. This Amendment No. 1 may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterpart shall be an original and all of which when taken together shall constitute one and the same Amendment No. 1. This Amendment No. 1 shall become effective as of the date first above written when and if counterparts of this Amendment No. 1 shall have been executed by the parties hereto. On and after the effective date of this Amendment No. 1, each reference in the Partnership Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Partnership Agreement shall mean and be a reference to the Partnership Agreement as amended by this Amendment No. 1. 6. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of law principles.

S-1 IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the day and year first above written.

Exhibit 10.15 AMENDMENT NO. 1, dated as of July 14, 1997 ("Amendment No. 1"), to the Amended and Restated Agreement of Limited Partnership of D&B Investors L.P., dated as of April 1, 1997 (the "Partnership Agreement"), among Duns Investing VII Corporation, Dun & Bradstreet, Inc., Duns Holding, Inc., UtrechtAmerica Finance Co. and Leiden, Inc. WHEREAS, the parties hereto desire to amend the terms of the Partnership Agreement to reflect certain additional understandings. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Amendment to Definition of "Permitted Securities." The definition of "Permitted Securities" shall be amended by deleting the amount "$15,000,000" set forth in clause (v) thereof and inserting "$50,000,000" in lieu thereof. 2. Amendment to Definition of "Priority Return." The definition of "Priority Return" shall be amended by deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 3. Amendment to Section 4.01. Section 4.01 shall be amended by (i) deleting the reference to "Section 4.02(a)" set forth therein and inserting "Section 4.02" in lieu thereof, and (ii) deleting the reference to "Section 4.01(a)" set forth therein and inserting "Section 4.01" in lieu thereof. 4. Reaffirmation. Except as expressly amended by this Amendment No. 1, the Partnership Agreement is and shall continue to be in full force and effect as originally written. 5. Execution in Counterparts; Effectiveness. This Amendment No. 1 may be executed in any number of counterparts and by any combination of the parties hereto in separate counterparts, each of which counterpart shall be an original and all of which when taken together shall constitute one and the same Amendment No. 1. This Amendment No. 1 shall become effective as of the date first above written when and if counterparts of this Amendment No. 1 shall have been executed by the parties hereto. On and after the effective date of this Amendment No. 1, each reference in the Partnership Agreement to "this Agreement," "hereunder," "hereof" or words of like import referring to the Partnership Agreement shall mean and be a reference to the Partnership Agreement as amended by this Amendment No. 1. 6. Governing Law. This Amendment No. 1 shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without reference to its conflicts of law principles.

S-1 IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the day and year first above written. DUNS INVESTING VII CORPORATION
By /s/ Kenneth J. Kubacki ----------------------------Kenneth J. Kubacki Executive Vice President and Assistant Treasurer

DUNS HOLDING, INC.
By /s/ Kenneth J. Kubacki ----------------------------Kenneth J. Kubacki Executive Vice President and

S-1 IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the day and year first above written. DUNS INVESTING VII CORPORATION
By /s/ Kenneth J. Kubacki ----------------------------Kenneth J. Kubacki Executive Vice President and Assistant Treasurer

DUNS HOLDING, INC.
By /s/ Kenneth J. Kubacki ----------------------------Kenneth J. Kubacki Executive Vice President and Assistant Treasurer

DUN & BRADSTREET, INC.
By /s/ Philip C. Danford ----------------------------Philip C. Danford Vice President and Treasurer

THIS IS A SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P.

S-2 UTRECHT-AMERICA FINANCE CO.
By /s/ David I. Dietz ----------------------------Name: David I. Dietz Title: Assistant Treasurer

By /s/ J.W. den Baas ----------------------------Name: J.W. den Baas Title: Vice President

LEIDEN, INC.
By /s/ J.W. den Baas ----------------------------Name: J.W. den Baas Title: Vice President

By /s/ David I. Dietz ----------------------------Name: David I. Dietz

S-2 UTRECHT-AMERICA FINANCE CO.
By /s/ David I. Dietz ----------------------------Name: David I. Dietz Title: Assistant Treasurer

By /s/ J.W. den Baas ----------------------------Name: J.W. den Baas Title: Vice President

LEIDEN, INC.
By /s/ J.W. den Baas ----------------------------Name: J.W. den Baas Title: Vice President

By /s/ David I. Dietz ----------------------------Name: David I. Dietz Title: Assistant Treasurer

THIS IS A SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF D&B INVESTORS L.P.

Exhibit 10.16 AGREEMENT TO RETIRE GENERAL PARTNER INTEREST (IMS AMERICA, LTD) THIS AGREEMENT TO RETIRE GENERAL PARTNER INTEREST (this "Agreement"), is entered into and effective this 21st day of October, 1996, by and between D&B Investors L.P., a Delaware limited partnership (the "Partnership"), and IMS America, Ltd., a New Jersey corporation (the "Retiring General Partner"). WHEREAS, the Retiring General Partner, The Reuben H. Donnelley Corporation, a Delaware corporation, Dun & Bradstreet, Inc., a Delaware corporation, and RBDB, LLC, a Delaware limited liability company, formed the Partnership pursuant to that certain Agreement of Limited Partnership of D&B Investors L.P., dated October 14, 1993, as amended by that certain Partnership Agreement Amendment No. 1, dated as of October 14, 1993, and that certain Amendment No. 2 to the Agreement of Limited Partnership of D&B Investors L.P., dated October 5, 1995 (collectively the "Partnership Agreement," terms not otherwise defined herein are used herein as therein defined); and WHEREAS, on October 5, 1995, the Reuben H. Donnelley Corporation retired from the Partnership, and on October 1, 1996, Duns Investing VII Corporation, a Delaware corporation, was assigned a portion of the interest of Dun & Bradstreet, Inc. and admitted to the Partnership as a Limited Partner, and RBDB, LLC retired from the Partnership, and on October 18, 1996, Utrecht-America Finance Co., a Delaware corporation, was assigned a portion of the interest of Dun & Bradstreet, Inc. and admitted to the Partnership as a Limited Partner; and WHEREAS, the Retiring General Partner has elected to withdraw from the Partnership and to require its entire Interest in the Partnership (the "Redemption Interest") to be retired and redeemed by the Partnership in

Exhibit 10.16 AGREEMENT TO RETIRE GENERAL PARTNER INTEREST (IMS AMERICA, LTD) THIS AGREEMENT TO RETIRE GENERAL PARTNER INTEREST (this "Agreement"), is entered into and effective this 21st day of October, 1996, by and between D&B Investors L.P., a Delaware limited partnership (the "Partnership"), and IMS America, Ltd., a New Jersey corporation (the "Retiring General Partner"). WHEREAS, the Retiring General Partner, The Reuben H. Donnelley Corporation, a Delaware corporation, Dun & Bradstreet, Inc., a Delaware corporation, and RBDB, LLC, a Delaware limited liability company, formed the Partnership pursuant to that certain Agreement of Limited Partnership of D&B Investors L.P., dated October 14, 1993, as amended by that certain Partnership Agreement Amendment No. 1, dated as of October 14, 1993, and that certain Amendment No. 2 to the Agreement of Limited Partnership of D&B Investors L.P., dated October 5, 1995 (collectively the "Partnership Agreement," terms not otherwise defined herein are used herein as therein defined); and WHEREAS, on October 5, 1995, the Reuben H. Donnelley Corporation retired from the Partnership, and on October 1, 1996, Duns Investing VII Corporation, a Delaware corporation, was assigned a portion of the interest of Dun & Bradstreet, Inc. and admitted to the Partnership as a Limited Partner, and RBDB, LLC retired from the Partnership, and on October 18, 1996, Utrecht-America Finance Co., a Delaware corporation, was assigned a portion of the interest of Dun & Bradstreet, Inc. and admitted to the Partnership as a Limited Partner; and WHEREAS, the Retiring General Partner has elected to withdraw from the Partnership and to require its entire Interest in the Partnership (the "Redemption Interest") to be retired and redeemed by the Partnership in accordance with the terms of this Agreement and Section 11.2 of the Partnership Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: ARTICLE I RETIREMENT, REDEMPTION AND ASSIGNMENT; CLOSING SECTION 1.01. RETIREMENT AND REDEMPTION Subject to the terms and conditions set forth herein and Section 11.2 of the Partnership Agreement, the Retiring General Partner hereby assigns and transfers to the Partnership, and the Partnership hereby retires and redeems, the Redemption Interest. The closing of the transactions contemplated hereby (the "Closing") shall take place on the date first set forth above (the "Retirement Date") at 4:00 p.m. (Delaware time). SECTION 1.02. REDEMPTION CONSIDERATION. The assets to be conveyed by the Partnership to the Retiring General Partner as consideration for the retirement and redemption of the Redemption Interest shall be (a) 800,000 shares of common stock of The Dun & Bradstreet Corporation and (b) warrants representing the right to purchase 2,214,799 shares of common stock of The Dun & Bradstreet Corporation (collectively the "REDEMPTION CONSIDERATION"). In addition, the Retiring General Partner shall assume the UAF Obligation (as defined and further described in Section 2.01 hereof). The parties hereto acknowledge that the Redemption Consideration has been determined in accordance with Section 11.2(b) of the Partnership Agreement and further acknowledge that the aggregate fair market value of the Redemption Consideration (net of the UAF Obligation, as hereafter defined) equals the positive balance in the Retiring General Partner's Capital Account (taking into account the adjustments and allocations required by the first sentence of Section 11.2(b)(x) of the Partnership Agreement). SECTION 1.03. DELIVERIES AT CLOSING. At the Closing, (a) each of the parties hereto shall deliver an executed counterpart of this Agreement, (b) the Partnership shall deliver the Redemption Consideration to the Retiring General Partner, including such documents and instruments as may be necessary to effectuate the transfer of the stock and warrants that comprise the Redemption Consideration to the Retiring General Partner as of the Retirement Date, and (c) the Retiring

General Partner shall deliver to the Partnership such documents and instruments as may be necessary to effectuate the assumption of the UAF Obligation by the Retiring General Partner in accordance with Section 2.01 hereof. ARTICLE II ASSUMPTION OF UAF OBLIGATION; CONTINUING LIABILITY 2.01. ASSUMPTION OF UAF OBLIGATION. The parties acknowledge that the Partnership's outstanding liabilities consist solely of an obligation to Utrecht-America Finance Co. in the amount of $50 million Investment Principal and accrued Investment Return thereon (the "UAF Obligation"), which is governed by that certain Purchase Agreement, dated October 14, 1993, as amended, by that certain Purchase Agreement Amendment, dated as of October 14, 1993, that certain Amendment and Waiver to Purchase Agreement, dated April 15, 1994, that certain Third Amendment to Purchase Agreement, dated September 18, 1995, and that certain Fourth Amendment to Purchase Agreement dated October 3, 1996. In connection with the redemption and retirement of the Redemption Interest, the Partnership hereby assigns to the Retiring General Partner and the Retiring General Partner hereby assumes from the Partnership, as of the Retirement Date, the UAF Obligation. The Retiring General Partner hereby agrees, as of the Retirement Date, to indemnify, defend, protect and hold harmless the Partnership, the other original General Partners, and the Parent from any loss or liability relating to the UAF Obligation. SECTION 2.02. CONTINUING LIABILITY. As among the Partners, the Retiring General Partner shall be relieved of all liabilities and obligations of the Partnership, whether contingent or otherwise, as of the Retirement Date, excluding only (a) the UAF Obligation and (b) any liability or obligation owing to the fraud, bad faith, wilful misconduct, or gross negligence of the Retiring Limited Partner. The Partnership and its remaining General Partner shall, as of the Retirement Date, indemnify, defend, protect, and hold harmless the Retiring General Partner from all liabilities and obligations from which the Retiring General Partner is, or is intended to be, relieved under this Section 2.02. ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF PARTIES. Each party hereto represents and warrants to each of the other parties as follows: (a) ORGANIZATION AND AUTHORIZATION. Such party is duly organized, validly existing and in good standing under the laws of the state of its organization and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the performance by such party of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such party. This Agreement has been duly executed and delivered by such party. Assuming due authorization, execution and delivery by the other parties, this Agreement constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights generally and to general equity principles. (b) NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The execution and delivery of this Agreement by such party does not, and the performance of this Agreement by such party will not conflict with or violate any law, rule or regulation applicable to such party or by which any of such party's properties is bound or affected, the result of which would have a material adverse effect on such party's ability to perform its obligations under this Agreement, (i) result in any breach of or constitute a default under any note, bond, mortgage, indenture, contract or other instrument or obligation to which such party is a party or by which any of its properties is bound or affected, the result of which would have a material adverse effect on such party's ability to perform its obligations under this Agreement, or (ii) require any consent, approval, exemption, authorization or permit of, or filing with or notification to, or other action by, any court, administrative agency, or governmental or regulatory authority.

(c) ABSENCE OF LITIGATION. There is no pending or, to the best knowledge of such party, threatened claim, action, litigation, arbitration or governmental investigation or legal, administrative or regulatory proceeding against such party which purports to affect or challenge the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereunder. SECTION 3.02 ADDITIONAL REPRESENTATION AND WARRANTY OF RETIRING GENERAL PARTNER. The Retiring General Partner represents and warrants to each of the other parties hereto that it is the legal and beneficial owner of the Redemption Interest, that such ownership will be conveyed to the Partnership hereunder, and that such ownership is free and clear of any security interest, pledge, mortgage, lien (including environmental and tax liens), charge, adverse claim, option or other right to purchase, or other encumbrance (collectively an "Encumbrance"). SECTION 3.03. ADDITIONAL REPRESENTATION AND WARRANTY OF PARTNERSHIP. The Partnership represents and warrants to the Retiring General Partner that it is the legal and beneficial owner of the stock and warrants that comprise the Redemption Consideration, and that such ownership will be conveyed to the Retiring General Partner hereunder free and clear of any Encumbrance other than the UAF Obligation that the Retiring General Partner has assumed hereunder. ARTICLE IV INDEMNIFICATION; SURVIVAL SECTION 4.01 INDEMNIFICATION. Each of the parties hereto thereby agrees to indemnify each other party against, and hold each other party harmless from,any and all damage, loss, liability, tax, interest, penalties, and any other expense (including, without limitation, investigation and attorneys' fees and expenses in connection with any action, suit, proceeding, claim, investigation, or other loss) arising out of any inaccuracy or omission in any representation or warranty made by such party, any violation or breach of any covenant or agreement of such party, or any default with respect to any obligation of such party, under this Agreement, which, in the case of any of the foregoing, has a material adverse effect on the economic benefits to the other party of the transactions contemplated hereby. SECTION 4.01. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties, covenants and agreement of each of the parties hereto shall survive and remain in full force and effect until performance in accordance with the terms hereof. ARTICLE V MISCELLANEOUS SECTION 5.01 NOTICES. All notices, requests, claims, demands and other communications hereunder shall be made in accordance with the provisions of the Partnership Agreement, as amended from time to time. SECTION 5.02 FURTHER ASSURANCES. Each party hereto agrees to execute and deliver, at its own expense, such other documents and instruments, including, without limitation, an amendment to or restatement of the Partnership Agreement, and take such other action, as any other party requests, to (a) consummate more effectively the transactions contemplated hereby, (b) carry out the terms and purposes of this Agreement, and (c) respond to or cooperate with any court, administrative agency, or governmental or regulatory authority. SECTION 5.03 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the transferees, successors, assigns, heirs, beneficiaries, executors, administrators, partners, agents, employees, and representatives of each party hereto. SECTION 5.04 NO THIRD-PARTY BENEFICIARIES. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the parties hereto, and their successors and assigns, heirs, beneficiaries, executors, administrators, partners, agents, employees, and

representatives, any rights, remedies, or claims under or by reason of this Agreement.

representatives, any rights, remedies, or claims under or by reason of this Agreement. SECTION 5.05 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any and all suits, legal actions or proceedings against any party hereto arising out of this Agreement shall be brought in the state courts of the State of Delaware, or, if such court shall not have jurisdiction, the court of appropriate jurisdiction sitting in Wilmington, Delaware, and each party hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal action or proceedings. Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such suit, legal action or proceeding in any such court and hereby further waives any claim that any suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum. SECTION 5.06 MODIFICATIONS AND WAIVERS. No supplement, modification, waiver or termination of this Agreement or any provisions hereof shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided SECTION 5.07 COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement. SECTION 5.08 SEVERABILITY. Each provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement. SECTION 5.09 INCORPORATION BY REFERENCE. Every schedule attached to this Agreement and referred to herein is hereby incorporated in this Agreement by reference. SECTION 5.10 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. PARTNERSHIP: D&B INVESTORS L.P. By: Dun & Bradstreet, Inc. Title: Managing General Partner
By: /s/ [ILLEGIBLE] -------------------------------Title: --------------------------------

RETIRING GENERAL PARTNER: By: IMS America, Ltd. Title: General Partner
By: /s/ [ILLEGIBLE] -------------------------------Title: Asst. V.P. --------------------------------

SIGNATURE PAGE TO AGREEMENT TO RETIRE GENERAL PARTNER INTEREST (IMS AMERICA, LTD.) OFFICER'S CERTIFICATE The undersigned, Stephen J. Boatti, Assistant Vice President of IMS AMERICA, LTD. (the "Company"), hereby certifies that the Company is within the definition of a qualified institutional buyer as defined in Rule 144A of the Securities Act of 1933, as amended. IN WITNESS WHEREOF, I have hereunto signed my name on the 21st day of October, 1996.
/s/ Stephen J. Boatti ------------------------------Name: Stephen J. Boatti Title: Assistant Vice President

WARRANT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby assigns and transfers unto IMS AMERICA, LTD., 100 Campus Road, Totown, New Jersey, 07512, the within Warrant, hereby irrevocably constituting and appointing the appropriate officer of The Dun & Bradstreet Corporation as attorney to transfer said Warrant on the books of The Dun & Bradstreet Corporation, with full power of substitution in the premises. DATED: October 21, 1996 Signature of Registered Holder: D&B INVESTORS L.P. By: DUN & BRADSTREET, INC. its Managing General Partner
By: /s/ [ILLEGIBLE] --------------------------Name: Title:

IMS AMERICA, LTD. September 30, 1996 To: Dun & Bradstreet, Inc., General Partner RBDB, LLC, Limited Partner Re: D&B Investors L.P. Dear Sirs: Pursuant to Section 11.2 of the Agreement of Limited Partnership of D&B Investors L.P. (the "Partnership"), dated October 14, 1993, as amended (the "Partnership Agreement"), we hereby elect to withdraw from the Partnership and require that our entire Interest be retired. The General Partnership Withdrawal Date shall be a date in early October 1996 mutually agreeable to you and to us.

IMS AMERICA, LTD. September 30, 1996 To: Dun & Bradstreet, Inc., General Partner RBDB, LLC, Limited Partner Re: D&B Investors L.P. Dear Sirs: Pursuant to Section 11.2 of the Agreement of Limited Partnership of D&B Investors L.P. (the "Partnership"), dated October 14, 1993, as amended (the "Partnership Agreement"), we hereby elect to withdraw from the Partnership and require that our entire Interest be retired. The General Partnership Withdrawal Date shall be a date in early October 1996 mutually agreeable to you and to us. Capitalized terms not defined herein shall have the meanings assigned to them in the Partnership Agreement. IMS AMERICA, LTD.
By: /s/ Alan J. Klutch -------------------------Alan J. Klutch Vice President

Exhibit 10.17 ASSIGNMENT OF LIMITED PARTNER INTEREST ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15, 1998 (the "Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation ("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Duns Investing VII Corporation ("Duns VII"), Assignor, Duns Holding, Inc. ("DHI"), Utrecht-America Finance Co. and Leiden, Inc. 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 the Partnership, dated as of April 1, 1997 (as amended or otherwise modified from time to time, the "Partnership Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. Each of Duns VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet Corporation ("D&B"). On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign, transfer and convey its Interest to Assignee and withdraw from the Partnership as a Limited Partner, and Assignee is required to acquire and accept Assignor's Interest and be acknowledged by the Partnership as a substituted Class B Limited Partner. NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto agree as follows:

Exhibit 10.17 ASSIGNMENT OF LIMITED PARTNER INTEREST ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15, 1998 (the "Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation ("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Duns Investing VII Corporation ("Duns VII"), Assignor, Duns Holding, Inc. ("DHI"), Utrecht-America Finance Co. and Leiden, Inc. 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 the Partnership, dated as of April 1, 1997 (as amended or otherwise modified from time to time, the "Partnership Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. Each of Duns VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet Corporation ("D&B"). On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign, transfer and convey its Interest to Assignee and withdraw from the Partnership as a Limited Partner, and Assignee is required to acquire and accept Assignor's Interest and be acknowledged by the Partnership as a substituted Class B Limited Partner. NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT; WITHDRAWAL FROM PARTNERSHIP. Assignor hereby assigns, transfers and conveys its Interest to Assignee and withdraws as a Limited Partner from the Partnership. 2. AGREEMENT TO BE BOUND. Upon acquisition of Assignor's Interest, Assignee hereby agrees to be bound by the terms and conditions of the Partnership Agreement as a substituted Limited Partner. 3. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate at all reasonable times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments, notifications and

2 other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Assignment. 4. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6. GOVERNING LAW. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: DUN & BRADSTREET, INC.

2 other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Assignment. 4. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6. GOVERNING LAW. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry -------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

CONFORMED COPY SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15, 1998 (the "Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware corporation ("Assignee"). INTRODUCTION Duns Investing VII Corporation ("Duns VII"), Dun & Bradstreet, Inc. ("DBI"), Duns Holding, Inc. ("DHI"), Utrecht-America Finance Co. and Leiden, Inc. were partners in D&B Investors, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 1, 1997 (as amended or otherwise modified from time to time, the "Partnership Agreement"). Prior to the execution and delivery of this Assignment, DBI assigned its Interest in the Partnership to Assignor pursuant to that certain Assignment of Limited Partner Interest, dated as of June 15, 1998. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. Each of Duns VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet Corporation ("D&B").

CONFORMED COPY SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15, 1998 (the "Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware corporation ("Assignee"). INTRODUCTION Duns Investing VII Corporation ("Duns VII"), Dun & Bradstreet, Inc. ("DBI"), Duns Holding, Inc. ("DHI"), Utrecht-America Finance Co. and Leiden, Inc. were partners in D&B Investors, L.P., a Delaware limited partnership (the "Partnership"), pursuant to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 1, 1997 (as amended or otherwise modified from time to time, the "Partnership Agreement"). Prior to the execution and delivery of this Assignment, DBI assigned its Interest in the Partnership to Assignor pursuant to that certain Assignment of Limited Partner Interest, dated as of June 15, 1998. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Partnership Agreement. Each of Duns VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet Corporation ("D&B"). On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign, transfer and convey its Interest to Assignee and withdraw from the Partnership as a Limited Partner, and Assignee is required to acquire and accept Assignor's Interest and be acknowledged by the Partnership as a substituted Class B Limited Partner. NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT; WITHDRAWAL FROM PARTNERSHIP. Assignor hereby assigns, transfers and conveys its Interest to Assignee and withdraws as a Limited Partner from the Partnership. 2. AGREEMENT TO BE BOUND. Upon acquisition of Assignor's Interest, Assignee hereby agrees to be bound by the terms and conditions of the Partnership Agreement as a substituted Limited Partner.

2 3. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate at all reasonable times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Assignment. 4. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6. GOVERNING LAW. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE NEW DUN & BRADSTREET CORPORATION

2 3. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate at all reasonable times from and after the date hereof with respect to all of the matters described herein, and to execute such further assignments, releases, assumptions, amendments, notifications and other documents as may be reasonably requested for the purpose of giving effect to, or evidencing or giving notice of, the transactions contemplated by this Assignment. 4. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 6. GOVERNING LAW. This Assignment shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to conflicts of law principles. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: NEW DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

CONFORMED COPY ASSIGNMENT OF LESSEE INTEREST ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the "Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation ("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor, a wholly owned Affiliate of The Dun & Bradstreet Corporation ("D&B"), is the lessee of certain software and database assets pursuant to that certain Software and Database Lease Agreement with D&B Investors, L.P., dated as of April 1, 1997 (the "DBI Lease"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the DBI Lease. On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor

CONFORMED COPY ASSIGNMENT OF LESSEE INTEREST ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the "Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation ("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor, a wholly owned Affiliate of The Dun & Bradstreet Corporation ("D&B"), is the lessee of certain software and database assets pursuant to that certain Software and Database Lease Agreement with D&B Investors, L.P., dated as of April 1, 1997 (the "DBI Lease"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the DBI Lease. On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions of the DBI Lease as lessee. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 4. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles.

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry ------------------------------

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

CONFORMED COPY SECOND ASSIGNMENT OF LESSEE INTEREST SECOND ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the "Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware corporation ("Assignee"). INTRODUCTION Dun & Bradstreet, Inc. ("DBI") was the lessee of certain software and database assets pursuant to that certain Software and Database Lease Agreement with D&B Investors, L.P., dated as of April 1, 1997 (the "DBI Lease"). Prior to the execution and delivery of this Assignment, DBI assigned its rights and obligations under the DBI Lease to Assignor pursuant to that certain Assignment of Lessee Interest, dated as of June 15, 1998. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the DBI Lease. On June 30, 1998, The Dun & Bradstreet Corporation will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions of the DBI Lease as lessee. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

CONFORMED COPY SECOND ASSIGNMENT OF LESSEE INTEREST SECOND ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the "Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware corporation ("Assignee"). INTRODUCTION Dun & Bradstreet, Inc. ("DBI") was the lessee of certain software and database assets pursuant to that certain Software and Database Lease Agreement with D&B Investors, L.P., dated as of April 1, 1997 (the "DBI Lease"). Prior to the execution and delivery of this Assignment, DBI assigned its rights and obligations under the DBI Lease to Assignor pursuant to that certain Assignment of Lessee Interest, dated as of June 15, 1998. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the DBI Lease. On June 30, 1998, The Dun & Bradstreet Corporation will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the DBI Lease, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions of the DBI Lease as lessee. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 4. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles.

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: NEW DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: NEW DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

CONFORMED COPY ASSIGNMENT OF DEMAND NOTE OBLIGATIONS ASSIGNMENT OF DEMAND NOTE OBLIGATIONS, dated as of June 15, 1998 (the "Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor is the maker under that certain Demand Promissory Note made on April 2, 1997 to the order of Duns Investing Corporation ("DIC") with a current principal balance of $434,212,330 (the "Demand Note"). On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations under the Demand Note, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the Demand Note, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions thereof with the same force and effect as if it had executed the Demand Note itself. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

CONFORMED COPY ASSIGNMENT OF DEMAND NOTE OBLIGATIONS ASSIGNMENT OF DEMAND NOTE OBLIGATIONS, dated as of June 15, 1998 (the "Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor is the maker under that certain Demand Promissory Note made on April 2, 1997 to the order of Duns Investing Corporation ("DIC") with a current principal balance of $434,212,330 (the "Demand Note"). On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations under the Demand Note, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the Demand Note, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions thereof with the same force and effect as if it had executed the Demand Note itself. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION IN COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 4. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of New York.

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry ------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry ------------------------------Name: Nancy L. Henry

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry ------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry ------------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

[TO BE ATTACHED TO ASSIGNMENT OF DEMAND NOTE OBLIGATIONS] DUNS INVESTING CORPORATION CONSENT AND RELEASE Reference is hereby made to (i) that certain Demand Promissory Note, dated April 2, 1997 (the "Demand Note"), pursuant to which, as of the date hereof, The Dun & Bradstreet Corporation ("D&B") is obligated to pay to Duns Investing Corporation (the "Payee") the principal amount of U.S.$434,212,330 plus accrued interest thereon; and (ii) that certain Assignment of Demand Note Obligations, dated as of June 15, 1998 (the "Demand Note Assignment"), pursuant to which D&B assigns and transfers, and The New Dun & Bradstreet Corporation ("Assignee") accepts and assumes, D&B's rights and obligations under the Demand Note. The undersigned, Payee under the Note, hereby consents to the execution and performance by D&B and Assignee of the Demand Note Assignment and, upon execution thereof by the parties thereto, hereby releases and discharges D&B from any and all of its obligations under the Demand Note.
Dated: June 15, 1998 DUNS INVESTING CORPORATION

By /s/ Kenneth J. Kubacki ------------------------------Name: Kenneth J. Kubacki Title: Executive Vice President

CONFORMED COPY

ASSIGNMENT OF GUARANTOR OBLIGATIONS

[TO BE ATTACHED TO ASSIGNMENT OF DEMAND NOTE OBLIGATIONS] DUNS INVESTING CORPORATION CONSENT AND RELEASE Reference is hereby made to (i) that certain Demand Promissory Note, dated April 2, 1997 (the "Demand Note"), pursuant to which, as of the date hereof, The Dun & Bradstreet Corporation ("D&B") is obligated to pay to Duns Investing Corporation (the "Payee") the principal amount of U.S.$434,212,330 plus accrued interest thereon; and (ii) that certain Assignment of Demand Note Obligations, dated as of June 15, 1998 (the "Demand Note Assignment"), pursuant to which D&B assigns and transfers, and The New Dun & Bradstreet Corporation ("Assignee") accepts and assumes, D&B's rights and obligations under the Demand Note. The undersigned, Payee under the Note, hereby consents to the execution and performance by D&B and Assignee of the Demand Note Assignment and, upon execution thereof by the parties thereto, hereby releases and discharges D&B from any and all of its obligations under the Demand Note.
Dated: June 15, 1998 DUNS INVESTING CORPORATION

By /s/ Kenneth J. Kubacki ------------------------------Name: Kenneth J. Kubacki Title: Executive Vice President

CONFORMED COPY

ASSIGNMENT OF GUARANTOR OBLIGATIONS ASSIGNMENT OF GUARANTOR OBLIGATIONS, dated as of June 15, 1998 (the "Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor is the guarantor (the "Guarantor") under that certain D&B Guaranty (the "D&B Guaranty") made by D&B as of April 1, 1997 in favor of Utrecht-America Finance Co. and Leiden, Inc. On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations as Guarantor under the D&B Guaranty, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the D&B Guaranty, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions of the D&B Guaranty. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

CONFORMED COPY

ASSIGNMENT OF GUARANTOR OBLIGATIONS ASSIGNMENT OF GUARANTOR OBLIGATIONS, dated as of June 15, 1998 (the "Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation ("Assignee"). INTRODUCTION Assignor is the guarantor (the "Guarantor") under that certain D&B Guaranty (the "D&B Guaranty") made by D&B as of April 1, 1997 in favor of Utrecht-America Finance Co. and Leiden, Inc. On June 30, 1998, D&B will undergo a reorganization (the "D&B Restructuring") and separate its principal operating businesses into two publicly traded corporations. In connection with the D&B Restructuring, Assignor is required to assign to Assignee all of Assignor's rights and obligations as Guarantor under the D&B Guaranty, and Assignee is required to accept such rights and assume all related obligations. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to Assignee all of Assignor's rights and obligations under the D&B Guaranty, and Assignee hereby accepts and assumes all such rights and obligations and agrees to be bound by the terms and conditions of the D&B Guaranty. 2. BINDING EFFECT. This Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. 4. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of New York.

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President &

2 IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the date first above written. ASSIGNOR: THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

ASSIGNEE: THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry -----------------------------Name: Nancy L. Henry Title: Senior Vice President & Chief Legal Officer

[TO BE ATTACHED TO ASSIGNMENT OF GUARANTOR OBLIGATIONS] CONSENT AND RELEASE Reference is hereby made to that (i) certain D&B Guaranty (the "D&B Guaranty") made by The Dun & Bradstreet Corporation ("D&B") as of April 1, 1997 in favor of Utrecht-America Finance Co. and Leiden, Inc. (collectively, the "Investors"); and (ii) that certain Assignment of Guarantor Obligations, dated as of June 15, 1998 (the "Guarantor Assignment"), pursuant to which D&B assigns and transfers, and The New Dun & Bradstreet Corporation ("Assignee") accepts and assumes, D&B's rights and obligations under the D&B Guaranty. The undersigned, the Investors under the D&B Guaranty, hereby consent to the execution and performance by D&B and Assignee of the Guarantor Assignment and, upon execution thereof by the parties thereto, hereby release and discharges D&B from any and all of its obligations under the D&B Guaranty.
Dated: June 15, 1998 UTRECHT-AMERICA FINANCE CO.

By /s/ David I. Dietz ------------------------------------Name: David I. Dietz Title: Assistant Treasurer

By /s/ J.W. den Baas ------------------------------------Name: J.W. den Baas Title: Vice President

LEIDEN, INC.

By /s/ David I. Dietz

[TO BE ATTACHED TO ASSIGNMENT OF GUARANTOR OBLIGATIONS] CONSENT AND RELEASE Reference is hereby made to that (i) certain D&B Guaranty (the "D&B Guaranty") made by The Dun & Bradstreet Corporation ("D&B") as of April 1, 1997 in favor of Utrecht-America Finance Co. and Leiden, Inc. (collectively, the "Investors"); and (ii) that certain Assignment of Guarantor Obligations, dated as of June 15, 1998 (the "Guarantor Assignment"), pursuant to which D&B assigns and transfers, and The New Dun & Bradstreet Corporation ("Assignee") accepts and assumes, D&B's rights and obligations under the D&B Guaranty. The undersigned, the Investors under the D&B Guaranty, hereby consent to the execution and performance by D&B and Assignee of the Guarantor Assignment and, upon execution thereof by the parties thereto, hereby release and discharges D&B from any and all of its obligations under the D&B Guaranty.
Dated: June 15, 1998 UTRECHT-AMERICA FINANCE CO.

By /s/ David I. Dietz ------------------------------------Name: David I. Dietz Title: Assistant Treasurer

By /s/ J.W. den Baas ------------------------------------Name: J.W. den Baas Title: Vice President

LEIDEN, INC.

By /s/ David I. Dietz ------------------------------------Name: David I. Dietz Title:

By /s/ J.W. den Baas ------------------------------------Name: J.W. den Baas Title: Vice President

Exhibit 10.18 THE DUN & BRADSTREET CORPORATION NONFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Directors who are not employees of the Company, or any of its subsidiaries ("Non-Employee Directors") may elect on or before December 31 of any year to have payment of all or a specified part of all fees payable to them for their services as Directors (including fees payable to them for services as members of a committee of the Board) during the calendar year following such election and succeeding calendar years deferred until they cease to be Directors of the Company. Any person, not an employee, who shall become a Director during any calendar year, and who was not a Director of the Company on the preceding December 31, may elect, within 30 days of the date on which his or her term as a Director begins, to have payment of all or a specified part of such fees for the remainder of such calendar year and for succeeding calendar years so deferred. Any such election shall be

Exhibit 10.18 THE DUN & BRADSTREET CORPORATION NONFUNDED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Directors who are not employees of the Company, or any of its subsidiaries ("Non-Employee Directors") may elect on or before December 31 of any year to have payment of all or a specified part of all fees payable to them for their services as Directors (including fees payable to them for services as members of a committee of the Board) during the calendar year following such election and succeeding calendar years deferred until they cease to be Directors of the Company. Any person, not an employee, who shall become a Director during any calendar year, and who was not a Director of the Company on the preceding December 31, may elect, within 30 days of the date on which his or her term as a Director begins, to have payment of all or a specified part of such fees for the remainder of such calendar year and for succeeding calendar years so deferred. Any such election shall be made by written notice delivered to the Secretary of the Company. The "Company" means The New Dun & Bradstreet Corporation, to be renamed "The Dun & Bradstreet Corporation" after the shares of the New Dun & Bradstreet Corporation are distributed as a dividend to the shareholders of The Dun & Bradstreet Corporation ("D&B") (the "Spinoff"). 2. All deferred fees shall be held in the general funds of the Company, shall be credited to the Director's account and shall be deemed to have been invested in one or more of the funds (as set forth on the Deferred Compensation Election Form attached hereto as Exhibit A) in the Addendum to the Company's Profit Participation Plan (or successor plan) (the "Employee Plan") as such Director shall have most recently elected. Such election shall be made on a Deferred

2 Compensation Election Form filed with the Secretary of the Company. The Director's account shall be credited with deferred fees and with the investment performance of the respective funds in which the account is invested on the same basis and in the same manner as is applicable to employees participating in the Employee Plan. Directors may elect to have deferred amounts held and invested in one or more of the funds in multiples of 10%, except that no Director may elect to have more than 50% of his or her account invested in the Dun & Bradstreet Common Stock Fund. Subject to the foregoing investment limitation in the Dun & Bradstreet Common Stock Fund and to the limitation on multiples of 10%, each Director may, at any time, make a revised investment election applicable to amounts deferred, or elect to have the amount credited to his or her account reallocated among the investment funds, such revised election or reallocation to be effective from and after the first day of the month following receipt of a Deferred Compensation Election Form by the Secretary of the Company. In the event a Director fails to make an investment election, his or her entire account shall be credited to the Special Fixed Income Fund. 3. With respect to each Non-Employee Director who was a non-employee director of The Dun & Bradstreet Corporation prior to the Spinoff, each such Director's account shall be credited with the balance in the Director's account as of the effective date of the Spinoff under The Dun & Bradstreet Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors, as amended effective July 16, 1997 ("Prior Plan"), giving effect to the funds such account was invested in under the Prior Plan; provided, however, that with respect to amounts deemed to be invested in the Dun & Bradstreet Common Stock Fund under the Prior Plan (the "D&B Fund"), each Director shall have an amount of Company stock credited to the Dun & Bradstreet Common Stock Fund under the Plan equal to (i) the number of shares of Company stock such Director

3 would have received pursuant to the Spinoff if such Director owned the D&B stock credited to the D&B Fund plus (ii) the number of deemed shares of D&B stock such Director held under the D&B Fund multiplied by a fraction, the numerator of which equals the average of high and low trading prices of a share of R.H. Donnelley Corporation common stock for the five trading days starting on the ex-dividend date, and the denominator of which equals the average of high and low trading prices of a share of Company common stock for the five trading

2 Compensation Election Form filed with the Secretary of the Company. The Director's account shall be credited with deferred fees and with the investment performance of the respective funds in which the account is invested on the same basis and in the same manner as is applicable to employees participating in the Employee Plan. Directors may elect to have deferred amounts held and invested in one or more of the funds in multiples of 10%, except that no Director may elect to have more than 50% of his or her account invested in the Dun & Bradstreet Common Stock Fund. Subject to the foregoing investment limitation in the Dun & Bradstreet Common Stock Fund and to the limitation on multiples of 10%, each Director may, at any time, make a revised investment election applicable to amounts deferred, or elect to have the amount credited to his or her account reallocated among the investment funds, such revised election or reallocation to be effective from and after the first day of the month following receipt of a Deferred Compensation Election Form by the Secretary of the Company. In the event a Director fails to make an investment election, his or her entire account shall be credited to the Special Fixed Income Fund. 3. With respect to each Non-Employee Director who was a non-employee director of The Dun & Bradstreet Corporation prior to the Spinoff, each such Director's account shall be credited with the balance in the Director's account as of the effective date of the Spinoff under The Dun & Bradstreet Corporation Nonfunded Deferred Compensation Plan for Non-Employee Directors, as amended effective July 16, 1997 ("Prior Plan"), giving effect to the funds such account was invested in under the Prior Plan; provided, however, that with respect to amounts deemed to be invested in the Dun & Bradstreet Common Stock Fund under the Prior Plan (the "D&B Fund"), each Director shall have an amount of Company stock credited to the Dun & Bradstreet Common Stock Fund under the Plan equal to (i) the number of shares of Company stock such Director

3 would have received pursuant to the Spinoff if such Director owned the D&B stock credited to the D&B Fund plus (ii) the number of deemed shares of D&B stock such Director held under the D&B Fund multiplied by a fraction, the numerator of which equals the average of high and low trading prices of a share of R.H. Donnelley Corporation common stock for the five trading days starting on the ex-dividend date, and the denominator of which equals the average of high and low trading prices of a share of Company common stock for the five trading days starting on the regular way trading date. 4. The aggregate balance in the Director's account, giving effect to the investment performance of the fund(s) to which deferred fees were credited, shall be paid to the Director in five or ten annual installments or in a lump sum, as the Director shall elect in the notice referred to in Paragraph 1 above. The first installment (or lump sum payment if the Director so elects) shall be paid on the tenth day of the calendar year immediately following the calendar year in which the Director ceases to be a Director of the Company, and subsequent installments shall be made on the tenth day of each succeeding calendar year until the entire amount credited to the Director's account shall have been paid. The amount of each installment shall be determined by multiplying the balance credited to the Director's account as of the December 31 immediately preceding the installment payment date by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installment payments over which payment of such amount is to be made, less the number of installments theretofore made. Thus, if payment is to be made in ten installments, the fraction for the first installment shall be 1/10th, for the second installment 1/9th, and so on. 5. If a Director should die before full payment of all amounts credited to the Director's

4 account, the full amount credited to the account as of December 31 of the year of the Director's death shall be paid on the tenth day of the calendar year following the year of death to the Director's estate or to such beneficiary or beneficiaries as previously designated by the Director in a written notice delivered to the Secretary of the Company. 6. A Director's election to defer compensation shall continue until a Director ceases to be a Director or until the Director changes or terminates such election by written notice delivered to the Secretary of the Company. Any

3 would have received pursuant to the Spinoff if such Director owned the D&B stock credited to the D&B Fund plus (ii) the number of deemed shares of D&B stock such Director held under the D&B Fund multiplied by a fraction, the numerator of which equals the average of high and low trading prices of a share of R.H. Donnelley Corporation common stock for the five trading days starting on the ex-dividend date, and the denominator of which equals the average of high and low trading prices of a share of Company common stock for the five trading days starting on the regular way trading date. 4. The aggregate balance in the Director's account, giving effect to the investment performance of the fund(s) to which deferred fees were credited, shall be paid to the Director in five or ten annual installments or in a lump sum, as the Director shall elect in the notice referred to in Paragraph 1 above. The first installment (or lump sum payment if the Director so elects) shall be paid on the tenth day of the calendar year immediately following the calendar year in which the Director ceases to be a Director of the Company, and subsequent installments shall be made on the tenth day of each succeeding calendar year until the entire amount credited to the Director's account shall have been paid. The amount of each installment shall be determined by multiplying the balance credited to the Director's account as of the December 31 immediately preceding the installment payment date by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installment payments over which payment of such amount is to be made, less the number of installments theretofore made. Thus, if payment is to be made in ten installments, the fraction for the first installment shall be 1/10th, for the second installment 1/9th, and so on. 5. If a Director should die before full payment of all amounts credited to the Director's

4 account, the full amount credited to the account as of December 31 of the year of the Director's death shall be paid on the tenth day of the calendar year following the year of death to the Director's estate or to such beneficiary or beneficiaries as previously designated by the Director in a written notice delivered to the Secretary of the Company. 6. A Director's election to defer compensation shall continue until a Director ceases to be a Director or until the Director changes or terminates such election by written notice delivered to the Secretary of the Company. Any such notice of change or termination shall become effective as of the end of the calendar year in which such notice is given. Amounts credited to the account of a Director prior to the effective date of such change or termination shall not be affected thereby and shall be paid to the Director only in accordance with paragraph 3 (or Paragraph 4 in the event of death) above. 7. The right of a Director to any deferred fees and/or the interest thereon shall not be subject to assignment by the Director. If a Director does make an assignment of any deferred fees and/or the interest thereon, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment has been made. 8. If there is a "Change in Control" of the Company, as defined in Paragraph 9: a) The total amount to the credit of each Director's account under the Plan shall be paid to the Director in a lump sum within 30 days from the date of such Change in Control; provided, however, if such payment is not made within such 30-day period, the amount to the credit of the Director's account shall be credited with interest from the date of such Change in Control until the actual payment date at an annual rate equal to the yield on 90-day U.S. Treasury Bills plus one percentage point. For this purpose the yield on U.S. Treasury Bills shall be the rate published in The Wall Street Journal on the first business day of the calendar month in which the Change in Control occurred.

5 b) The total amount credited to each Director's account under the Plan from the date of the Change in Control until the date the Director ceases to be a Director shall be paid to the Director in a lump sum within 30 days from

4 account, the full amount credited to the account as of December 31 of the year of the Director's death shall be paid on the tenth day of the calendar year following the year of death to the Director's estate or to such beneficiary or beneficiaries as previously designated by the Director in a written notice delivered to the Secretary of the Company. 6. A Director's election to defer compensation shall continue until a Director ceases to be a Director or until the Director changes or terminates such election by written notice delivered to the Secretary of the Company. Any such notice of change or termination shall become effective as of the end of the calendar year in which such notice is given. Amounts credited to the account of a Director prior to the effective date of such change or termination shall not be affected thereby and shall be paid to the Director only in accordance with paragraph 3 (or Paragraph 4 in the event of death) above. 7. The right of a Director to any deferred fees and/or the interest thereon shall not be subject to assignment by the Director. If a Director does make an assignment of any deferred fees and/or the interest thereon, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment has been made. 8. If there is a "Change in Control" of the Company, as defined in Paragraph 9: a) The total amount to the credit of each Director's account under the Plan shall be paid to the Director in a lump sum within 30 days from the date of such Change in Control; provided, however, if such payment is not made within such 30-day period, the amount to the credit of the Director's account shall be credited with interest from the date of such Change in Control until the actual payment date at an annual rate equal to the yield on 90-day U.S. Treasury Bills plus one percentage point. For this purpose the yield on U.S. Treasury Bills shall be the rate published in The Wall Street Journal on the first business day of the calendar month in which the Change in Control occurred.

5 b) The total amount credited to each Director's account under the Plan from the date of the Change in Control until the date the Director ceases to be a Director shall be paid to the Director in a lump sum within 30 days from the date the Director ceases to be a Director. c) If a Director elects to change or terminate an election with respect to the deferral of fees by written notice delivered to the Secretary of the Company, and such notice is given during the calendar year in which a Change in Control occurs and on or before the date of the Change in Control, the change or termination of election shall become effective as of the date of the Change in Control. If such notice is given subsequent to the date of the Change in Control, it shall become effective as of the end of the calendar year in which the notice is given. 9. A "Change in Control" of the Company shall mean the occurrence of any of the following events: a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the 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

5 b) The total amount credited to each Director's account under the Plan from the date of the Change in Control until the date the Director ceases to be a Director shall be paid to the Director in a lump sum within 30 days from the date the Director ceases to be a Director. c) If a Director elects to change or terminate an election with respect to the deferral of fees by written notice delivered to the Secretary of the Company, and such notice is given during the calendar year in which a Change in Control occurs and on or before the date of the Change in Control, the change or termination of election shall become effective as of the date of the Change in Control. If such notice is given subsequent to the date of the Change in Control, it shall become effective as of the end of the calendar year in which the notice is given. 9. A "Change in Control" of the Company shall mean the occurrence of any of the following events: a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the 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 (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof; c) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (1) which would result in the voting securities of the Company outstanding immediately prior

6 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 would hold 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. 10. Notwithstanding any provision herein to the contrary, amounts payable under this Plan shall not be funded and shall be made out of the general funds of the Company; provided, however, that the Company reserves the right to establish one 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 Company, as defined below, the appropriate officers of the Company are authorized to make transfers 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 Directors required pursuant to Paragraph 8 of this Plan in the event of a Change in Control of the Company; provided, further, however, that if payments are made from such trust fund, such payments will satisfy the Company's

6 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 would hold 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. 10. Notwithstanding any provision herein to the contrary, amounts payable under this Plan shall not be funded and shall be made out of the general funds of the Company; provided, however, that the Company reserves the right to establish one 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 Company, as defined below, the appropriate officers of the Company are authorized to make transfers 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 Directors required pursuant to Paragraph 8 of this Plan in the event of a Change in Control of the Company; provided, further, however, that if payments are made from such trust fund, such payments will satisfy the Company's obligations under this Plan to the extent made from such trust fund. For the purposes of this Plan, "Potential Change in Control" means: a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Company; 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 of the Company; c) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or a company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership

7 of stock of the Company), who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases such person's beneficial ownership of such securities by 5% or more over the percentage so owned by such person; or d) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Company has occurred. 11. The Compensation and Benefits Committee of the Board (the "Committee") shall be responsible for the administration of the Plan and may delegate to any management committee, employee, Director or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion. The Committee shall have full authority to interpret the provisions of the Plan and construe all of its terms, to adopt, amend and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable, other than those determinations delegated to management employees or independent third parties by the Board. All of its rules, interpretations and decisions shall be applied in a uniform manner to all Directors similarly situated and decisions of the Committee shall be conclusive and binding on all persons. Any action permitted to be taken by the Committee may be taken by the Board of Directors, in its discretion. 12. Neither participation in the Plan nor any action under the Plan shall be construed to give any Director a right to be retained in the service of the Company.

7 of stock of the Company), who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases such person's beneficial ownership of such securities by 5% or more over the percentage so owned by such person; or d) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Company has occurred. 11. The Compensation and Benefits Committee of the Board (the "Committee") shall be responsible for the administration of the Plan and may delegate to any management committee, employee, Director or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion. The Committee shall have full authority to interpret the provisions of the Plan and construe all of its terms, to adopt, amend and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable, other than those determinations delegated to management employees or independent third parties by the Board. All of its rules, interpretations and decisions shall be applied in a uniform manner to all Directors similarly situated and decisions of the Committee shall be conclusive and binding on all persons. Any action permitted to be taken by the Committee may be taken by the Board of Directors, in its discretion. 12. Neither participation in the Plan nor any action under the Plan shall be construed to give any Director a right to be retained in the service of the Company. 13. The Plan may be modified, amended or revoked at any time by the Board of Directors of

8 the Company. 14. 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.

Exhibit 10.19 1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN FOR CERTAIN NON-EMPLOYEE DIRECTORS HOLDING DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS 1. Purpose of the Plan The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Nonemployee Directors Holding Dun & Bradstreet Corporation Equity-Based Awards (the "Plan") is to provide for the award of substantially identical replacement stock options, replacement restricted stock, replacement phantom stock units and replacement deferred performance share units to certain non-employee directors of The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff (the "Company") whose awards under the 1996 The Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan and The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan (the "D&B Plans") were cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation" after the Spinoff ("D&B") (the "Spinoff") and to certain retired non-employee directors who elect, pursuant to the Spinoff, to have the awards granted under the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the Plan will aid the Company in attracting, retaining and compensating non-employee Directors and to enable them to

8 the Company. 14. 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.

Exhibit 10.19 1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN FOR CERTAIN NON-EMPLOYEE DIRECTORS HOLDING DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS 1. Purpose of the Plan The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Nonemployee Directors Holding Dun & Bradstreet Corporation Equity-Based Awards (the "Plan") is to provide for the award of substantially identical replacement stock options, replacement restricted stock, replacement phantom stock units and replacement deferred performance share units to certain non-employee directors of The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff (the "Company") whose awards under the 1996 The Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan and The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan (the "D&B Plans") were cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation" after the Spinoff ("D&B") (the "Spinoff") and to certain retired non-employee directors who elect, pursuant to the Spinoff, to have the awards granted under the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the Plan will aid the Company in attracting, retaining and compensating non-employee Directors and to enable them to increase their ownership of Shares. The Plan will be beneficial to the Company and its shareholders since it will allow non-employee Directors to have a greater personal financial stake in the Company through the ownership of Shares, in addition to underscoring their common interest with shareholders in increasing the value of the Shares on a long-term basis. It is the intention of the Company that the terms of the replacement awards will (i) substantially preserve the economic value of the cancelled D&B awards and (ii) except for the terms described in Section 7, 8, 9 and 10 of this Plan, remain substantially identical to the terms of the cancelled 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 restricted stock and replacement phantom stock units granted pursuant to the Plan. (c) Beneficial Owner: As defined in rule 13d-3 under the Act (or any successor rule thereto).

2 (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

Exhibit 10.19 1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN FOR CERTAIN NON-EMPLOYEE DIRECTORS HOLDING DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS 1. Purpose of the Plan The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Nonemployee Directors Holding Dun & Bradstreet Corporation Equity-Based Awards (the "Plan") is to provide for the award of substantially identical replacement stock options, replacement restricted stock, replacement phantom stock units and replacement deferred performance share units to certain non-employee directors of The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff (the "Company") whose awards under the 1996 The Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan and The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan (the "D&B Plans") were cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation" after the Spinoff ("D&B") (the "Spinoff") and to certain retired non-employee directors who elect, pursuant to the Spinoff, to have the awards granted under the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the Plan will aid the Company in attracting, retaining and compensating non-employee Directors and to enable them to increase their ownership of Shares. The Plan will be beneficial to the Company and its shareholders since it will allow non-employee Directors to have a greater personal financial stake in the Company through the ownership of Shares, in addition to underscoring their common interest with shareholders in increasing the value of the Shares on a long-term basis. It is the intention of the Company that the terms of the replacement awards will (i) substantially preserve the economic value of the cancelled D&B awards and (ii) except for the terms described in Section 7, 8, 9 and 10 of this Plan, remain substantially identical to the terms of the cancelled 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 restricted stock and replacement phantom stock units granted pursuant to the Plan. (c) Beneficial Owner: As defined in rule 13d-3 under the Act (or any successor rule thereto).

2 (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 (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,

2 (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 (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 twothirds (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.

3 (f) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. (g) Committee: The Compensation and Benefits Committee of the Board. (h) Company: The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff. (i) D&B Deferred Performance Share Units: A bookkeeping entry, equivalent in value to the number of deferred performance shares of D&B stock credited to an Eligible Holder's account as of the opening of business on the Spinoff Date, pursuant to the D&B Plans. (j) D&B Restricted Stock: Restricted stock held by an Eligible Holder that was granted under the D&B Plans. (k) D&B Phantom Stock Units: A bookkeeping entry, equivalent in value to the number of phantom shares of D&B stock credited to an Eligible Holder's account as of the opening of business on the Spinoff Date, pursuant to the D&B Plans.

3 (f) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. (g) Committee: The Compensation and Benefits Committee of the Board. (h) Company: The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff. (i) D&B Deferred Performance Share Units: A bookkeeping entry, equivalent in value to the number of deferred performance shares of D&B stock credited to an Eligible Holder's account as of the opening of business on the Spinoff Date, pursuant to the D&B Plans. (j) D&B Restricted Stock: Restricted stock held by an Eligible Holder that was granted under the D&B Plans. (k) D&B Phantom Stock Units: A bookkeeping entry, equivalent in value to the number of phantom shares of D&B stock credited to an Eligible Holder's account as of the opening of business on the Spinoff Date, pursuant to the D&B Plans. (l) Daily Average Trading Prices: The average of the high and low trading prices for stock on a given day. (m) Deferred Performance Share Unit: A bookkeeping entry, equivalent in value to one Share, credited in accordance with Section 10(a) of the Plan. (n) Determination Day: As such term is defined in Section 9(b) of the Plan. (o) Disability: Inability to continue to serve as a non-employee Director of the Board due to a medically determinable physical or mental impairment which constitutes a permanent and total disability, as determined by the Committee (excluding any member thereof whose own Disability is at issue in a given case) based upon such evidence as it deems necessary and appropriate. An Eligible Holder shall not be considered disabled unless he or she furnished such medical or other evidence of the existence of the Disability as the Committee, in its sole discretion, may require. (p) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 15 of the Plan. (q) 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 ont he 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 o 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

4 (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. (r) New D&B Deferred Performance Share Units: A bookkeeping entry, equivalent in value to the number of phantom performance shares credited to an Eligible Holder's account as a dividend on such Eligible Holder's D&B Deferred Performance Share Units pursuant to the Spinoff. (s) New D&B Restricted Stock: Restricted Stock received by an Eligible Holder as a result of the Spinoff. (t) New D&B Phantom Stock Units: A bookkeeping entry, equivalent in value to the number of phantom Shares

4 (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. (r) New D&B Deferred Performance Share Units: A bookkeeping entry, equivalent in value to the number of phantom performance shares credited to an Eligible Holder's account as a dividend on such Eligible Holder's D&B Deferred Performance Share Units pursuant to the Spinoff. (s) New D&B Restricted Stock: Restricted Stock received by an Eligible Holder as a result of the Spinoff. (t) New D&B Phantom Stock Units: A bookkeeping entry, equivalent in value to the number of phantom Shares credited to an Eligible Holder's account as a dividend on such Eligible Holder's D&B Phantom Stock Units pursuant to the Spinoff. (u) Option: A stock option granted pursuant to Section 7 of the Plan. (v) Payment Day: As such term is defined in Section 9(b) of the Plan. (w) Person: As such term is used in Section 13(d) or 14(d) of the Act (or any successor section thereto). (x) Phantom Stock Unit: A bookkeeping entry, equivalent in value to one Share, credited in accordance with Section 9(a) of the Plan. (y) Plan: The 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Non-Employees Directors Holding Dun & Bradstreet Corporation Equity-Based Awards. (z) Retirement: Termination of service with the Company after such Eligible Holder has attained age 70, regardless of the length of such Eligible Holder's service. (aa) Shares: Shares of common stock, par value $.01 per share, of the Company. (bb) Spinoff Date: The date on which the Shares are first distributed to the public shareholders. (cc) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto). (dd) Termination Date: As such term is defined in Section 9(b) of the Plan. 3. Shares Subject to the Plan

5 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, 8 and 10 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 Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two "non-employee directors" within the meaning of Rule 16b-3 under the act (or any successor rule thereto); provided, however, that any action permitted to be taken by the Committee may be taken by the Board, in its discretion. 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

5 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, 8 and 10 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 Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two "non-employee directors" within the meaning of Rule 16b-3 under the act (or any successor rule thereto); provided, however, that any action permitted to be taken by the Committee may be taken by the Board, in its discretion. 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, Eligible Holders and their beneficiaries or successors). 5. Eligibility Only Eligible Holders shall receive grants of replacement stock options, replacement restricted stock, 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 Eligible Holders immediately prior to the Spinoff Date. 7. 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 Committee shall determine: (a) Generally. As of the Spinoff, each unexercised stock option held by an Eligible Holder that was granted under the D&B Plans (a "D&B Stock Option") shall be cancelled, 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 (i) multiplying the number of shares of D&B common stock covered by the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days immediately preceding the first date on which D&B common stock is traded ex-

6 dividend, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way (the "D&B Ratio") and (ii) rounding down the result to a whole number of shares. The option price of each replacement stock option shall be determined by dividing the option price of the cancelled D&B Stock Option by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock options shall remain substantially identical to those of the cancelled 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.

6 dividend, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way (the "D&B Ratio") and (ii) rounding down the result to a whole number of shares. The option price of each replacement stock option shall be determined by dividing the option price of the cancelled D&B Stock Option by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock options shall remain substantially identical to those of the cancelled 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) Exercisability of Options. An Option granted under the Plan shall be fully exercisable on the first anniversary of the date on which the original option was granted under the D&B Plans. 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 Participation (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 Committee or (iii) partly in cash and partly in such Shares. 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 applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. (e) Exercisability Upon Termination of Service by Death. If an Eligible Holder's service with the Company and its Subsidiaries terminates by reason of death after the first anniversary of the date on which the original option was granted under the D&B Plans, the unexercised portion of such Option may thereafter be exercised during the shorter of (A) the remaining term of the Option or (B) five years after the date of death. (f) Exercisability Upon Termination of Service by Disability or Retirement. If an Eligible Holder's service with the Company and its Subsidiaries terminates by reason of Disability or Retirement after the first anniversary of the date on which the original option was granted under the D&B Plans, the unexercised portion of such Option may thereafter be exercised during the shorter of (C) the remaining term of the Option or (D) five years after the date of such termination of service; provided, however, that if an Eligible Holder dies within a period of five years after such termination of service, the unexercised portion of the Option may thereafter be exercised, during the shorter of (iv)

7 the remaining term of the Option or (v) the period that is the longer of (A) five years after the Date of such termination of service or (B) one year after the date of death. (g) Effect of Other Termination of Service. If an Eligible Holder'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, to the extent the Committee, in its sole discretion, so permits, such Option 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 Eligible Holder 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 or Retirement. If an Eligible Holder's service with the Company and its Subsidiaries terminates for any other reason prior to the first anniversary of the date on which

7 the remaining term of the Option or (v) the period that is the longer of (A) five years after the Date of such termination of service or (B) one year after the date of death. (g) Effect of Other Termination of Service. If an Eligible Holder'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, to the extent the Committee, in its sole discretion, so permits, such Option 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 Eligible Holder 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 or Retirement. If an Eligible Holder's service with the Company and its Subsidiaries terminates for any other reason prior to the first anniversary of the date on which the original option was granted under the D&B Plans (as described above), the Option shall thereupon terminate. If an Eligible Holder's service with the Company and its Subsidiaries terminates for any reason other than death, Disability or Retirement after the first anniversary of the date on which the original option was granted under the D&B Plans (as described above), the unexercised portion of the Option shall thereupon terminate. (h) Nontransferability of Stock Options. Except as otherwise provided in this Section 7(h), 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-inlaw, 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 accordance with the first sentence of this Section 7(h). 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(e), 7(f) and 7(g) 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(e), 7(f) and 7(g). The Committee may delegate to a committee consisting of employees of the Company the authority to authorize transfers, establish terms and conditions upon

8 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 Restricted Stock As of the Spinoff Date, D&B Restricted Stock and New D&B Restricted Stock shall be forfeited, and such Eligible Holder shall receive replacement restricted stock pursuant to this Plan. The number of shares of restricted stock shall equal (i) the number of Shares of forfeited New D&B Restricted Stock plus (ii) the number of shares of forfeited D&B Restricted Stock multiplied by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days starting on the ex-dividend trading date, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way. Unless otherwise specified in this Plan, all other terms of the replacement restricted stock shall remain substantially identical to those of the forfeited D&B Restricted Stock as set forth in the applicable D&B Plans and related

8 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 Restricted Stock As of the Spinoff Date, D&B Restricted Stock and New D&B Restricted Stock shall be forfeited, and such Eligible Holder shall receive replacement restricted stock pursuant to this Plan. The number of shares of restricted stock shall equal (i) the number of Shares of forfeited New D&B Restricted Stock plus (ii) the number of shares of forfeited D&B Restricted Stock multiplied by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days starting on the ex-dividend trading date, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way. Unless otherwise specified in this Plan, all other terms of the replacement restricted stock shall remain substantially identical to those of the forfeited D&B Restricted Stock as set forth in the applicable D&B Plans and related D&B Restricted Stock agreement(s). 9. 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 Phantom Stock Units then held by each Eligible Holder shall be forfeited, and such Eligible Holder shall receive replacement Phantom Stock Units pursuant to this Plan. The number of Shares credited as Phantom Stock Units shall equal (i) the number of forfeited New D&B Phantom Stock Units plus (ii) the number of forfeited D&B Phantom Stock Units multiplied by a fraction, the numerator of which equals the average of the high and low trading prices of a share of R.H. Donnelley Corporation common stock for the five trading days starting on the ex-dividend date, and the denominator of which equals the average of the high and low trading prices of a Share for the five trading days starting on the regular way trading date. 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), and such dividend equivalents shall be converted into additional Phantom Stock Units (including fractional Phantom Stock Units) in a manner consistent with the treatment of the Employee Balances. Unless otherwise specified in this Plan, all other terms of the replacement 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 on which an Eligible Holder terminates service with the Company (the "Termination Date"), the Eligible Holder 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 Eligible Holder'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 Eligible Holder's Phantom

9 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 Eligible Holder 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, an Eligible Holder's Phantom Stock Units shall be credited with dividend equivalents by crediting the Eligible Holder's account in a manner consistent with the treatment of the Employee Balances. 10. Terms and Conditions of Deferred Performance Share Units As of the Spinoff Date, D&B Deferred Performance Share Units and New D&B Deferred Performance Share

9 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 Eligible Holder 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, an Eligible Holder's Phantom Stock Units shall be credited with dividend equivalents by crediting the Eligible Holder's account in a manner consistent with the treatment of the Employee Balances. 10. Terms and Conditions of Deferred Performance Share Units As of the Spinoff Date, D&B Deferred Performance Share Units and New D&B Deferred Performance Share Units then held by each Eligible Holder shall be forfeited, and such Eligible Holder shall receive replacement Deferred Performance Share Units pursuant to this Plan. The number of Shares credited as Deferred Performance Share Units shall equal (i) the number of forfeited New D&B Deferred Performance Share Units plus (ii) the number of forfeited D&B Deferred Performance Share Units multiplied by a fraction, the numerator of which equals the average of the high and low trading prices of a share of R.H. Donnelley Corporation common stock for the five trading days starting on the ex-dividend date, and the denominator of which equals the average of the high and low trading prices of a Share for the five trading days starting on the regular way trading date. 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 Company's Profit Participation Plan (or successor plan), and such dividend equivalents shall be converted into additional Deferred Performance Share Units (including fractional 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 Deferred Performance Share Units shall remain substantially identical to those of the forfeited D&B Deferred Performance Share Units as set forth in the applicable D&B Plans and related agreement(s). 11. 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) With respect to Stock Options, Stock Appreciation Rights, Restricted Stock, Phantom Stock Units and Deferred Performance Share Units originally granted under the 1996 The Dun & Bradstreet Corporation NonEmployee Directors' Stock Incentive Plan: (i) 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 shareholders of Shares

10 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. (ii) Change in Control. Upon the occurrence of a Change in Control, (A) all restrictions on Shares of Restricted Stock shall lapse, (B) all Phantom Stock Units shall become payable to Eligible Holders in cash and (C) all Options shall vest and become exercisable. (b) With respect to Restricted Stock originally granted under The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan:

10 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. (ii) Change in Control. Upon the occurrence of a Change in Control, (A) all restrictions on Shares of Restricted Stock shall lapse, (B) all Phantom Stock Units shall become payable to Eligible Holders in cash and (C) all Options shall vest and become exercisable. (b) With respect to Restricted Stock originally granted under The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan: (i) Generally. Upon changes in the outstanding 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 Awards may be granted and the number and class of shares under each Award shall be correspondingly adjusted by the Committee. (ii) Change in Control. Except as otherwise specifically provided in an award agreement relating to any Award, 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 Shares to sell or exchange such Shares for cash, 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 Shares or (b) such lesser percentage of the outstanding Shares 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 of the tender or exchange offer (i) accelerate the termination of the Restriction Period (as defined in The Dun & Bradstreet Corporation Non-Employee Directors' Restricted Stock Plan as in effect on the date on which the Plan becomes effective) so that all restrictions with respect to a Eligible Holder's restricted stock shall immediately lapse without regard to any limitations of time or amount otherwise contained in the D&B Plans or an award agreement and/or (ii) determine that the Awards shall be adjusted and make such adjustments by substituting for the Shares subject to Awards, 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 number of shares subject to an Award 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 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.

11 12. Successors and Assigns The Plan shall be binding on all successors and assigns of the Company and an Eligible Holder, including without limitation, the estate of such Eligible Holder and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Eligible Holder's creditors. 13. Amendments or Termination 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 such Eligible Holder's consent. 14. Nontransferability of Awards Except as provided in Section 7(h) of the Plan, an Award shall not be transferable or assignable by the Eligible

11 12. Successors and Assigns The Plan shall be binding on all successors and assigns of the Company and an Eligible Holder, including without limitation, the estate of such Eligible Holder and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Eligible Holder's creditors. 13. Amendments or Termination 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 such Eligible Holder's consent. 14. Nontransferability of Awards Except as provided in Section 7(h) of the Plan, an Award shall not be transferable or assignable by the Eligible Holder otherwise than by will or by the laws of descent and distribution. During the lifetime of an Eligible Holder, an Award shall be exercisable only by such Eligible Holder. An Award exercisable after the death of an Eligible Holder may be exercised by the legatees, personal representatives or distributees of the Eligible Holder. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion, shall have the authority to waive this Section 14 (or any part thereof) to the extent that this Section 14 (or any part thereof) is not required under the rules promulgated under any law, rule or regulation applicable to the Company. 15. 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. 16. Effectiveness of the Plan The Plan shall be effective as of the Spinoff Date.

Exhibit 10.20 1998 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company in attracting, retaining and compensating non-employee 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 non-employee 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, Share of Restricted Stock or Performance Share 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).

Exhibit 10.20 1998 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company in attracting, retaining and compensating non-employee 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 non-employee 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, Share of Restricted Stock or Performance Share 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

2 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 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

2 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 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) 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 Dun & Bradstreet Corporation, a Delaware corporation, to be renamed "The Dun & Bradstreet Corporation" after the Spinoff Date. (i) D&B: The Dun & Bradstreet Corporation, a Delaware corporation. (j) Disability: Inability to continue to serve as a non-employee director of the Board due to a medically determinable physical or mental impairment which constitutes a permanent and total disability, as determined by the Committee (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 Committee, in its sole

3 discretion, may require. (k) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 14 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.

3 discretion, may require. (k) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 14 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) Option: A stock option granted pursuant to Section 6 of the Plan. (n) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 6(b) 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) Performance Period: The calendar year or such other period of time as shall be designated by the Committee from time to time. (q) Performance Share: A periodic bonus award, payable in unrestricted Shares, granted pursuant to Section 8 (a) of the Plan. (r) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (s) Plan: The 1998 Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan. (t) Restricted Stock: A Share of restricted stock granted pursuant to Section 7 of the Plan. (u) Retirement: Termination of service with the Company after such Participant has attained age 70, regardless of the length of such Participant's service; or, with the prior written consent of the Committee (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.

4 (v) Shares: Shares of common stock, par value $0.01 per share, of the Company. (w) Spinoff Date: The date on which the Shares that are owned by D&B are distributed to the holders of record of shares of D&B. (x) 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 200,000. 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

4 (v) Shares: Shares of common stock, par value $0.01 per share, of the Company. (w) Spinoff Date: The date on which the Shares that are owned by D&B are distributed to the holders of record of shares of D&B. (x) 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 200,000. 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 Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof consisting solely of at least two "non-employee directors" within the meaning of Rule 16b-3 under the Act (or any successor rule thereto); provided, however, that any action permitted to be taken by the Committee may be taken by the Board, in its discretion. 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 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). 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 Committee shall determine: (a) Grants. A Participant may receive, on such dates as determined by the

5 Committee in its sole discretion, grants consisting of such number of Options as determined by the Committee in its sole discretion. (b) 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. (c) 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. (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

5 Committee in its sole discretion, grants consisting of such number of Options as determined by the Committee in its sole discretion. (b) 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. (c) 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. (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 Committee, (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 Committee pursuant to the Plan. (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 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

6 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 or Retirement. If a Participant's service with the Company and its Subsidiaries terminates for any other reason prior to the first anniversary of the date on which an Option is granted, such Option shall thereupon terminate. If a Participant's service with the Company and its Subsidiaries terminates for any reason other than death, Disability or Retirement after the first anniversary of the date on which an Option is granted, the unexercised portion of such Option shall thereupon terminate.

6 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 or Retirement. If a Participant's service with the Company and its Subsidiaries terminates for any other reason prior to the first anniversary of the date on which an Option is granted, such Option shall thereupon terminate. If a Participant's service with the Company and its Subsidiaries terminates for any reason other than death, Disability or Retirement after the first anniversary of the date on which an Option is granted, the unexercised portion of such Option shall thereupon terminate. (h) Nontransferability of Stock Options. Except as otherwise provided in this Section 6(h), 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-inlaw, 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 accordance with the first sentence of this Section 6(h). 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 6(e), 6(f) and 6(g) 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 6(e), 6(f) and 6(g). 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. 7. Terms and Conditions of Restricted Stock Restricted Stock 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: (a) Grants. A Participant may receive, on such dates as determined by the Committee in its sole discretion, grants consisting of such amounts of Restricted Stock as

7 determined by the Committee in its sole discretion. (b) Restrictions. Restricted Stock granted under the Plan may not be sold, transferred, pledged, assigned or otherwise disposed of under any circumstances; provided, however, that the foregoing restrictions shall lapse at such time and upon such terms and conditions as may be specified by the Committee in the related Award agreement(s). (c) Forfeiture of Grants. Except to the extent otherwise specified by the Committee in a related Award agreement (s), all Shares of Restricted Stock as to which restrictions have not previously lapsed pursuant to Section 7(b) of the Plan shall be forfeited upon the termination of a Participant's service with the Company for any reason (including, without limitation, by reason of death, Disability or Retirement).

7 determined by the Committee in its sole discretion. (b) Restrictions. Restricted Stock granted under the Plan may not be sold, transferred, pledged, assigned or otherwise disposed of under any circumstances; provided, however, that the foregoing restrictions shall lapse at such time and upon such terms and conditions as may be specified by the Committee in the related Award agreement(s). (c) Forfeiture of Grants. Except to the extent otherwise specified by the Committee in a related Award agreement (s), all Shares of Restricted Stock as to which restrictions have not previously lapsed pursuant to Section 7(b) of the Plan shall be forfeited upon the termination of a Participant's service with the Company for any reason (including, without limitation, by reason of death, Disability or Retirement). (d) Other Provisions. During the period prior to the date on which the foregoing restrictions lapse, Shares of Restricted Stock shall be registered in the Participant's name and such Participant shall have voting rights and receive dividends with respect to such Restricted Stock. 8. Terms and Conditions of Performance Shares (a) Establishment of Annual Performance Target Levels and Number of Performance Shares. Prior to the commencement of a given Performance Period, the Committee shall establish performance goals for the Company for such performance period. The Committee shall also establish the number of Performance Shares that would be payable to Participants upon the attainment of various performance goals during such Performance Period. (b) Payment in Unrestricted Shares. As soon as practicable following a given Performance Period, Participants shall receive unrestricted Shares equal to the number of Performance Shares earned by such Participant during such Performance Period. A Participant who did not serve on the Board during an entire Performance Period shall receive a prorated number of Shares (rounded down to the nearest whole number of Shares) based upon (i) the number of days during the Performance Period during which such Participant served on the Board and (ii) the actual performance results. (c) Authorization for Committee to Permit Deferral. Notwithstanding Section 8(b) of the Plan, a Participant may, if and to the extent permitted by the Committee, elect to defer payment of any unrestricted Shares payable as a result of any Performance Shares earned by such Participant; provided, however, that any such election must be made (i) no later than June 30 of the year immediately preceding the year in which any such unrestricted Shares are to be paid and (ii) in accordance with such terms and conditions as are established by the Committee in its sole discretion. 9. 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

8 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, 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 (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, (i) all restrictions on Shares of Restricted Stock shall lapse, (ii) each Participant shall receive the target number of

8 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, 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 (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, (i) all restrictions on Shares of Restricted Stock shall lapse, (ii) each Participant shall receive the target number of Performance Shares for the Performance Period in which the Change in Control occurs (or, if no target number has been established for such Performance Period, the target number for the immediately preceding Performance Period shall be used) and (iii) all Stock Options shall vest and become exercisable. 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 Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of any Participant under any Award theretofore granted without such Participant's consent. 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 Committee, 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.

9 14. Effectiveness of the Plan The Plan shall be effective as of the Spinoff Date.

Exhibit 10.21 THE DUN & BRADSTREET CORPORATION CASH INCENTIVE PLAN 1. Purpose of the Plan

9 14. Effectiveness of the Plan The Plan shall be effective as of the Spinoff Date.

Exhibit 10.21 THE DUN & BRADSTREET CORPORATION 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 Subsidiaries, 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 success thereto. (b) Award: A periodic cash bonus 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 Section 13(d) and 14(d) of the Act (other than the Company, any trustee or other fiduciary holding securities under an 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

2 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

Exhibit 10.21 THE DUN & BRADSTREET CORPORATION 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 Subsidiaries, 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 success thereto. (b) Award: A periodic cash bonus 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 Section 13(d) and 14(d) of the Act (other than the Company, any trustee or other fiduciary holding securities under an 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

2 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.

2 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. (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 any other committee designated by the Board to assume the obligations of the Committee hereunder. (h) Company: The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" on the Effective Date. (i) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 13 of the Plan. (j) Participant: An employee of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Plan pursuant to Section 4 of the Plan. (k) Performance Period: The calendar year or any other period that the Committee, in its sole discretion, may determine. (l) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act or any successor sections thereto. (m) Plan: The Dun & Bradstreet Corporation Cash Incentive Plan. (n) Shares: Shares of common stock, par value $0.01 per Share, of the Company. (o) Spinoff Date: The date on which the Shares are distributed to the

3 shareholders. (p) 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 shall have the authority to select the 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, 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 determine whether such performance objectives were attained. The Committee is authorized to interpret the Plan, to

3 shareholders. (p) 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 shall have the authority to select the 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, 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 determine whether such performance objectives were attained. 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. 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, from employees recommended by Company management, those persons who shall be Participants for each Performance Period. Participants shall be selected from among the 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. The designation of Participants may be made individually or by groups or classifications of employees, as the Committee deems appropriate.

4 5. Awards (a) Performance Goals. A Participant's Award shall be determined based on the attainment of written performance goals recommended by the Chief Executive Officer and approved by the Committee for a Performance Period established by the Committee. The performance goals shall be based on criteria which may or may not be objective. Objective criteria include, but are not limited to, the following: (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) return on assets; (xix) economic value added; (xx) customer satisfaction; (xxi) changes in net assets (whether or not multiplied by a constant percentage intended to represent the cost of capital) and (xxii) employee satisfaction. 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, the performance goals may be calculated without regard to extraordinary items.

4 5. Awards (a) Performance Goals. A Participant's Award shall be determined based on the attainment of written performance goals recommended by the Chief Executive Officer and approved by the Committee for a Performance Period established by the Committee. The performance goals shall be based on criteria which may or may not be objective. Objective criteria include, but are not limited to, the following: (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) return on assets; (xix) economic value added; (xx) customer satisfaction; (xxi) changes in net assets (whether or not multiplied by a constant percentage intended to represent the cost of capital) and (xxii) employee satisfaction. 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, the performance goals may be calculated without regard to extraordinary items. (b) Payment. The amount of the Award actually paid to a given Participant may be less or more than the amount determined by the applicable performance goal formula, at the discretion of the Chief Executive Officer. 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) Termination of Employment. If a Participant dies, retires, is assigned to a different position or is granted a leave of absence, or if the Participant's employment is otherwise t terminated (except with cause by the Company, as determined by the Committee in its sole discretion) during a Performance Period, a pro rata share of the Participant's award based on the period of actual participation may, at the Committee's or the Chief Executive Officer's discretion, 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. 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 impair any of the rights or obligations under any Award theretofore granted to a Participant under the Plan without such Participant's consent; 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, the Board may not amend, alter or discontinue the provisions relating to Section 10(b)(ii) of the Plan after the occurrence of a Change in Control. 7. No Right to Employment

5 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.

5 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 or the Chief Executive Officer, in its, his or her 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, 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%. 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

6 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 the Spinoff Date.

Exhibit 10.22 THE DUN & BRADSTREET CORPORATION

6 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 the Spinoff Date.

Exhibit 10.22 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 Subsidiaries, 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) Award: A periodic cash bonus 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 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

2 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

Exhibit 10.22 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 Subsidiaries, 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) Award: A periodic cash bonus 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 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

2 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.

2 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. (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 any other committee designated by the Board to assume the obligations of the Committee hereunder. (h) Company: The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" on the Effective Date. (i) 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). (j) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 13 of the Plan. (k) Participant: A Covered Employee of the Company or any of its Subsidiaries who is selected by the Committee to participate in the Plan pursuant to Section 4 of the Plan. (l) Performance Period: The calendar year or any other period that the Committee, in its sole discretion, may determine. (m) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act or any successor sections thereto.

3 (n) Plan: The Dun & Bradstreet Corporation Covered Employee Cash Incentive Plan. (o) Shares: Shares of common stock, par value $0.01 per Share, of the Company. (p) Spinoff Date: The date on which the Shares are distributed to the shareholders. (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

3 (n) Plan: The Dun & Bradstreet Corporation Covered Employee Cash Incentive Plan. (o) Shares: Shares of common stock, par value $0.01 per Share, of the Company. (p) Spinoff Date: The date on which the Shares are distributed to the shareholders. (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 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 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

4 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 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. 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.

5 (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. 6. Amendments or Termination

5 (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. 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 impair any of the rights or obligations 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 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, the Committee in its sole discretion and

6 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%. 11. Miscellaneous Provisions

6 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%. 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 the Spinoff Date.

Exhibit 10.23 1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS 1. Purpose of the Plan The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards (the "Plan") is to provide for the award of substantially identical replacement stock options, replacement stock appreciation rights and replacement restricted stock awards to certain employees of The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff (the "Company") whose awards under the 1991 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries, the 1982 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries and the 1989 Key Employees Restricted Stock Plan for The Dun & Bradstreet Corporation and Subsidiaries (the "D&B Plans") were cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation" after the Spinoff ("D&B") (the "Spinoff") and to certain retired employees who elect, pursuant to the Spinoff, to have the awards granted under the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the Plan will allow it to retain such employees and to motivate them to exert their best efforts on behalf of the Company and its subsidiaries by providing incentives through the replacement awards. The Company also expects that it will benefit from the added interest which such employees will have in the welfare of the Company as a result of their proprietary interest in the Company's success. It is the intention of the Company that the terms of the replacement awards will (i) substantially preserve the economic value of the cancelled D&B awards and (ii) except for the terms described in Sections 6, 7, 8 and 10 of this Plan, remain substantially identical to the terms of the cancelled D&B awards. 2. Stock Subject to the Plan

Exhibit 10.23 1998 DUN & BRADSTREET CORPORATION REPLACEMENT PLAN FOR CERTAIN EMPLOYEES HOLDING DUN & BRADSTREET CORPORATION EQUITY-BASED AWARDS 1. Purpose of the Plan The purpose of the 1998 Dun & Bradstreet Corporation Replacement Plan for Certain Employees Holding Dun & Bradstreet Corporation Equity-Based Awards (the "Plan") is to provide for the award of substantially identical replacement stock options, replacement stock appreciation rights and replacement restricted stock awards to certain employees of The New Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" after the Spinoff (the "Company") whose awards under the 1991 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries, the 1982 Key Employees Stock Option Plan for The Dun & Bradstreet Corporation and Subsidiaries and the 1989 Key Employees Restricted Stock Plan for The Dun & Bradstreet Corporation and Subsidiaries (the "D&B Plans") were cancelled pursuant to the spinoff of the Company from The Dun & Bradstreet Corporation, a Delaware corporation to be renamed "R.H. Donnelley Corporation" after the Spinoff ("D&B") (the "Spinoff") and to certain retired employees who elect, pursuant to the Spinoff, to have the awards granted under the D&B Plans cancelled (the "Eligible Holders"). The Company expects that the Plan will allow it to retain such employees and to motivate them to exert their best efforts on behalf of the Company and its subsidiaries by providing incentives through the replacement awards. The Company also expects that it will benefit from the added interest which such employees will have in the welfare of the Company as a result of their proprietary interest in the Company's success. It is the intention of the Company that the terms of the replacement awards will (i) substantially preserve the economic value of the cancelled D&B awards and (ii) except for the terms described in Sections 6, 7, 8 and 10 of this Plan, remain substantially identical to the terms of the cancelled D&B awards. 2. 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 Sections 6(a), 7(a), 8 and 10 of this Plan. The Shares may consist, in whole or in part, of unissued Shares or treasury shares. After the initial grant of options and stock appreciation rights, no further grant shall be made under the Plan.

2 3. Administration The Board of Directors of the Company shall appoint a Compensation and Benefits Committee (herein called the "Committee") consisting of at least three members of the Board of Directors who shall administer the Plan and serve at the pleasure of the Board; 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 stock options and stock appreciation rights to be granted, to interpret the Plan and the stock options and the stock appreciation rights granted under the Plan, to adopt, amend and rescind rules and regulations for the administration of the Plan, the stock options and the stock appreciation rights 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 to withhold for federal, state or local taxes as a result of the exercise of a stock option or a stock appreciation right. Fair market value of the Shares as of a given date shall be determined in accordance with procedures established by the Committee. 4. Eligibility Only Eligible Holders shall receive grants of replacement stock options, replacement stock appreciation rights and replacement restricted stock under the Plan. The granting of a stock option, stock appreciation right or a

2 3. Administration The Board of Directors of the Company shall appoint a Compensation and Benefits Committee (herein called the "Committee") consisting of at least three members of the Board of Directors who shall administer the Plan and serve at the pleasure of the Board; 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 stock options and stock appreciation rights to be granted, to interpret the Plan and the stock options and the stock appreciation rights granted under the Plan, to adopt, amend and rescind rules and regulations for the administration of the Plan, the stock options and the stock appreciation rights 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 to withhold for federal, state or local taxes as a result of the exercise of a stock option or a stock appreciation right. Fair market value of the Shares as of a given date shall be determined in accordance with procedures established by the Committee. 4. Eligibility Only Eligible Holders shall receive grants of replacement stock options, replacement stock appreciation rights and replacement restricted stock under the Plan. The granting of a stock option, stock appreciation right or a share of restricted stock under the Plan shall impose no obligation on 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. 5. Limitations Options hereunder shall only be granted in replacement of D&B Stock Options (as defined in Section 6(a) of the Plan) held by Eligible Holders immediately prior to the Spinoff. 6. Terms and Conditions of Stock Options Stock options granted under the Plan shall be non-qualified, 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. As of the Spinoff, each unexercised stock option held by an Eligible Holder that was granted under the D&B Plans (a "D&B Stock Option") shall be cancelled, and such Eligible Holder shall receive a replacement stock option pursuant

3 to this Plan. The number of Shares covered by each replacement stock option shall be determined by (i) multiplying the number of shares of D&B common stock covered by the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days immediately preceding the first date on which D&B common stock is traded exdividend, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way (the "D&B Ratio") and (ii) rounding down the result to a whole number of Shares. The option price of each replacement stock option shall be determined by dividing the option price of the cancelled D&B Stock Option by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock options shall remain substantially identical to those of the cancelled D&B Stock Options as set forth in the applicable D&B Plan and related option agreement(s). For purposes of this paragraph, the "Daily Average Trading Price" shall mean the average of the high and low trading prices for stock on a given day. (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

3 to this Plan. The number of Shares covered by each replacement stock option shall be determined by (i) multiplying the number of shares of D&B common stock covered by the cancelled D&B Stock Option by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days immediately preceding the first date on which D&B common stock is traded exdividend, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way (the "D&B Ratio") and (ii) rounding down the result to a whole number of Shares. The option price of each replacement stock option shall be determined by dividing the option price of the cancelled D&B Stock Option by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock options shall remain substantially identical to those of the cancelled D&B Stock Options as set forth in the applicable D&B Plan and related option agreement(s). For purposes of this paragraph, the "Daily Average Trading Price" shall mean the average of the high and low trading prices for stock on a given day. (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) First Year Non-Exercisability. Except as provided in Paragraph 10 of the Plan, no stock option shall be exercisable during the year ending on the first anniversary date of the granting of the original option 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, (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 or (iii) partly in cash and partly in such Shares of the Company. 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 or local 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 6(h) of the Plan.

4 (e) Exercisability Upon Termination of Employment by Death. If an Eligible Holder's employment by the Company or a subsidiary terminates by reason of death one year or more after the date of grant of the original stock option under the D&B Plans, the option thereafter may be exercised, during the three years after the date of death or the remaining stated period of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of death or thereafter would become exercisable during the three-year period after the date of death in accordance with its terms. (f) Exercisability Upon Termination of Employment by Disability or Retirement. If an Eligible Holder's employment by the Company or a subsidiary terminates by reason of disability or retirement one year or more after the date of grant of the original option under the D&B Plans, the option thereafter may be exercised, during the five years after the date of such termination of employment or the remaining stated period of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of such termination of employment or thereafter would become exercisable during such period in accordance with its terms; provided, however, that if the Eligible Holder dies within a period of five years after such termination of employment, any unexercised stock option may be exercised thereafter, during either (1) the period ending on the later of (i) five years after such termination of employment and (ii) one year after the date of death or (2) the period remaining in the stated term of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of death or thereafter would become exercisable during the remainder of the five-year period after such

4 (e) Exercisability Upon Termination of Employment by Death. If an Eligible Holder's employment by the Company or a subsidiary terminates by reason of death one year or more after the date of grant of the original stock option under the D&B Plans, the option thereafter may be exercised, during the three years after the date of death or the remaining stated period of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of death or thereafter would become exercisable during the three-year period after the date of death in accordance with its terms. (f) Exercisability Upon Termination of Employment by Disability or Retirement. If an Eligible Holder's employment by the Company or a subsidiary terminates by reason of disability or retirement one year or more after the date of grant of the original option under the D&B Plans, the option thereafter may be exercised, during the five years after the date of such termination of employment or the remaining stated period of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of such termination of employment or thereafter would become exercisable during such period in accordance with its terms; provided, however, that if the Eligible Holder dies within a period of five years after such termination of employment, any unexercised stock option may be exercised thereafter, during either (1) the period ending on the later of (i) five years after such termination of employment and (ii) one year after the date of death or (2) the period remaining in the stated term of the option, whichever period is shorter, to the extent to which such option was exercisable at the time of death or thereafter would become exercisable during the remainder of the five-year period after such termination of employment in accordance with its terms. For purposes of this Paragraph 6, "retirement" shall mean termination of employment with the Company or a subsidiary after the Eligible Holder has attained age 55 and completed ten or more years of employment; or after the Eligible Holder has attained age 65, regardless of the length of such Eligible Holder's employment. An Eligible Holder shall not be considered disabled for purposes of this Paragraph 6, 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. (g) Effect of Other Termination of Employment. If an Eligible Holder's employment terminates for any reason, other than disability, death or retirement one year or more after the date of grant of the original stock option or stock appreciation right under the D&B Plans as described above, each stock option and stock appreciation right held by such Eligible Holder shall thereupon terminate. (h) Additional Agreements of Eligible Holder and Restrictions on Transfer. The Committee may require each 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.

5 The certificates for Shares so purchased may include any legend which the Committee deems appropriate to reflect any restrictions on transfers. 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. 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, in the event the Eligible Holder's employment by the Company or a subsidiary terminates 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. (i) Nontransferability of Stock Options. Except as otherwise provided in this Paragraph 6(i), 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

5 The certificates for Shares so purchased may include any legend which the Committee deems appropriate to reflect any restrictions on transfers. 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. 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, in the event the Eligible Holder's employment by the Company or a subsidiary terminates 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. (i) Nontransferability of Stock Options. Except as otherwise provided in this Paragraph 6(i), 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 6(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 employment of Paragraphs 6(e), 6(f) and 6(g) 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 Paragraphs 6(e), 6(f) and 6(g). 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

6 options, as well as to make other determinations with respect to option transfers. 7. 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: (a) Replacement Stock Appreciation Rights. As of the Spinoff, 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 cancelled, 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 (i) multiplying the number of D&B shares covered by the cancelled D&B SAR by the D&B Ratio and (ii) rounding down the result to a whole number of Shares. The exercise price of each replacement stock appreciation right shall be determined by dividing the exercise price of the cancelled D&B SAR by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock appreciation rights shall remain substantially identical to those of the cancelled D&B SARs as set forth in the applicable D&B Plans and related D&B SAR agreement(s). (b) Terms. Each stock appreciation right shall entitle an Eligible Holder to surrender to the Company an

6 options, as well as to make other determinations with respect to option transfers. 7. 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: (a) Replacement Stock Appreciation Rights. As of the Spinoff, 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 cancelled, 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 (i) multiplying the number of D&B shares covered by the cancelled D&B SAR by the D&B Ratio and (ii) rounding down the result to a whole number of Shares. The exercise price of each replacement stock appreciation right shall be determined by dividing the exercise price of the cancelled D&B SAR by the D&B Ratio. Unless otherwise specified in this Plan, all other terms of the replacement stock appreciation rights shall remain substantially identical to those of the cancelled D&B SARs as set forth in the applicable D&B Plans and related D&B SAR agreement(s). (b) Terms. Each stock appreciation right shall entitle an Eligible Holder to surrender to the Company an unexercised option, or any portion thereof, and 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 option price per Share times 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 subject to an exercisable option 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. (c) 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 Paragraph 7(d) or contemplated by the provisions of Paragraph 10, in the amount to be charged against

7 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. (d) 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 7 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. 8. 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 restricted stock pursuant to this Plan. The number of shares of restricted stock shall equal (i) the number of Shares of forfeited New D&B Restricted Stock plus (ii) the number of shares of forfeited D&B Restricted Stock multiplied by a fraction, the

7 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. (d) 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 7 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. 8. 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 restricted stock pursuant to this Plan. The number of shares of restricted stock shall equal (i) the number of Shares of forfeited New D&B Restricted Stock plus (ii) the number of shares of forfeited D&B Restricted Stock multiplied by a fraction, the numerator of which is the average of the Daily Average Trading Prices of D&B common stock for the five consecutive trading days starting on the ex-dividend trading date, and the denominator of which is the average of the Daily Average Trading Prices of the Shares for the five consecutive trading days starting on the first date on which the Shares are traded regular way. Unless otherwise specified in this Plan, all other terms of the replacement restricted stock shall remain substantially identical to those of the forfeited D&B Restricted Stock as set forth in the applicable D&B Plans and related D&B Restricted Stock agreement(s). For purposes of this paragraph, the "Daily Average Trading Price" shall mean the average of the high and low trading prices for stock on a given day. 9. Transfers and Leaves of Absence For purposes of the Plan: (a) a transfer of an employee from the Company to a 50% or more owned subsidiary, partnership, venture or other affiliate (whether or not incorporated) 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, for military service or sickness or for any other purpose approved by the Company 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, 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.

8 10. Adjustments Upon Changes in Capitalization or Other Events 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, stock appreciation rights or restricted stock 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, the terms of stock appreciation rights and the number and class of shares under each restricted stock award 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. 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, stock appreciation right or restricted stock award, in the event of a Change in Control, merger, consolidation, combination, reorganization or other

8 10. Adjustments Upon Changes in Capitalization or Other Events 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, stock appreciation rights or restricted stock 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, the terms of stock appreciation rights and the number and class of shares under each restricted stock award 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. 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, stock appreciation right or restricted stock award, 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, 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, (A) 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

9 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 and (B) with respect to restricted stock, (i) accelerate the termination of the Restriction Period (as defined in the applicable D&B Plan) so that all restrictions with respect to an Eligible Holder's restricted stock shall immediately lapse without regard to any limitations of time or amount otherwise contained in the D&B Plans or a restricted stock agreement and/or (ii) determine that the awards shall be adjusted and make such adjustments by substituting for the Shares subject to awards, 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 number of shares subject to an award 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 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. For purposes of stock options and stock appreciation rights, "Change in Control" means:

9 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 and (B) with respect to restricted stock, (i) accelerate the termination of the Restriction Period (as defined in the applicable D&B Plan) so that all restrictions with respect to an Eligible Holder's restricted stock shall immediately lapse without regard to any limitations of time or amount otherwise contained in the D&B Plans or a restricted stock agreement and/or (ii) determine that the awards shall be adjusted and make such adjustments by substituting for the Shares subject to awards, 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 number of shares subject to an award 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 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. For purposes of stock options and stock appreciation rights, "Change in Control" means: (a) any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the 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 30% or more of the combined voting power of the Company's then outstanding securities; (b) during any period of two consecutive years, 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 Paragraph) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least twothirds (2/3) of the Directors then still in office who either

10 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 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 or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "Person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; 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. For purposes of restricted stock, "Change in Control" shall have the same meaning as in the 1989 Key Employees Restricted Stock Plan for The Dun & Bradstreet Corporation and Subsidiaries as in effect on the date on which this Plan becomes effective. 11. Use of Proceeds

10 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 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 or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "Person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company's then outstanding securities; 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. For purposes of restricted stock, "Change in Control" shall have the same meaning as in the 1989 Key Employees Restricted Stock Plan for The Dun & Bradstreet Corporation and Subsidiaries as in effect on the date on which this Plan becomes effective. 11. Use of Proceeds Proceeds from the sale of Shares pursuant to exercise of stock options granted under the Plan shall constitute general funds of the Company. 12. Amendments The Board of Directors 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 10 of the Plan, 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 Eligible Holder. (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.

11 (d) Materially increase the benefits accruing to employees participating under the Plan. 13. Effectiveness of the Plan and Amendments The Plan shall be effective as of the Spinoff.

Exhibit 10.24 1998 DUN & BRADSTREET CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN 1. Purpose of the Plan

11 (d) Materially increase the benefits accruing to employees participating under the Plan. 13. Effectiveness of the Plan and Amendments The Plan shall be effective as of the Spinoff.

Exhibit 10.24 1998 DUN & BRADSTREET CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Subsidiaries 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 Subsidiaries 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) Award: An Option, Stock Appreciation Right 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 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

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;

Exhibit 10.24 1998 DUN & BRADSTREET CORPORATION KEY EMPLOYEES' STOCK INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Subsidiaries 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 Subsidiaries 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) Award: An Option, Stock Appreciation Right 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 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

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% or more of the combined voting power of the then outstanding securities of the Company or such surviving entity; or

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% 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 Dun & Bradstreet Corporation, a Delaware corporation to be renamed "The Dun & Bradstreet Corporation" on the Effective Date. (i) Disability: Inability to engage in any substantial

3 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. (j) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 17 of the Plan. (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 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.

3 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. (j) Effective Date: The date on which the Plan takes effect, as defined pursuant to Section 17 of the Plan. (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 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. (l) ISO: An Option that is also an incentive stock option granted pursuant to Section 7(d) of the Plan. (m) LSAR: A limited stock appreciation right granted pursuant to Section 8(d) of the Plan. (n) Other Stock-Based Awards: Awards granted pursuant to Section 9 of the Plan. (o) Option: A stock option granted pursuant to Section 7 of the Plan. (p) Option Price: The purchase price per Share of an Option, as determined pursuant to Section 7(a) of the Plan. (q) Participant: An individual who is selected by the Committee to participate in the Plan pursuant to Section 5 of the Plan. (r) Performance-Based Awards: Other Stock-Based Awards

4 granted pursuant to Section 9(b) of the Plan. (s) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (t) Plan: The 1998 Dun & Bradstreet Corporation Key Employees' Stock Incentive Plan. (u) Post-Retirement Exercise Period: As such term is defined in Section 7(f) of the Plan. (v) Retirement: Termination of employment with the Company or a Subsidiary 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. (w) Shares: Shares of common stock, par value $0.01 per Share, of the Company.

4 granted pursuant to Section 9(b) of the Plan. (s) Person: As such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor section thereto). (t) Plan: The 1998 Dun & Bradstreet Corporation Key Employees' Stock Incentive Plan. (u) Post-Retirement Exercise Period: As such term is defined in Section 7(f) of the Plan. (v) Retirement: Termination of employment with the Company or a Subsidiary 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. (w) Shares: Shares of common stock, par value $0.01 per Share, of the Company. (x) Special Exercise Period: As such term is defined in Section 7(f) of the Plan. (y) Spinoff Date: The date on which the Shares are distributed to the shareholders. (z) Stock Appreciation Right: A stock appreciation right granted pursuant to Section 8 of the Plan. (aa) 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 16,500,000. The maximum number of Shares for which Awards may be granted during a calendar year to any Participant shall be 400,000. 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 each "non-employee directors" within the meaning of Rule 16b-3 under the Act (or any successor rule

5 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. 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 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 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

5 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. 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 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 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 100,000 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 Subsidiaries, who are from time to time responsible for the management, growth and protection of the business of the Company and its Subsidiaries, 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

6 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, non-qualified, 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: (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

6 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, non-qualified, 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: (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, (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 Committee; provided, that such shares of Common Stock have been held by the Participant for no less than six months, (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 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

7 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) Exercisability Upon Termination of Employment by Death or Disability. If a Participant's employment with the Company and its Subsidiaries 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. (f) Exercisability Upon Termination of Employment by Retirement. If a Participant's employment with the Company and its Subsidiaries 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

7 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) Exercisability Upon Termination of Employment by Death or Disability. If a Participant's employment with the Company and its Subsidiaries 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. (f) Exercisability Upon Termination of Employment by Retirement. If a Participant's employment with the Company and its Subsidiaries 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. (g) Effect of Other Termination of Employment. If a Participant's employment with the Company and its Subsidiaries terminates for any reason (other than death, Disability or Retirement after the first anniversary of the date of grant of an Option as described above), 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

8 employment without "cause" (as such term is defined by the Committee in its sole discretion) by the Company. (h) Nontransferability of Stock Options. Except as otherwise provided in this Section 7(h), 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-inlaw, 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 accordance with the first sentence of this Section 7(h). 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

8 employment without "cause" (as such term is defined by the Committee in its sole discretion) by the Company. (h) Nontransferability of Stock Options. Except as otherwise provided in this Section 7(h), 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-inlaw, 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 accordance with the first sentence of this Section 7(h). 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(e), 7(f) and 7(g) 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(e), 7(f) and 7(g). 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

9 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

9 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. (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,

10 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). (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

10 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). (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, 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

11 Award to any Participant with respect to a fiscal year of the Company 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. 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

11 Award to any Participant with respect to a fiscal year of the Company 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. 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, 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 Option Price and/or (iii) 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 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%.

12 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(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 Committee, in its sole discretion, shall have the authority to waive this Section

12 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(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 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), 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 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.

13 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 the Spinoff Date. If the Plan is not approved by the stockholders of the Company prior to the first anniversary of the Spinoff Date, no Awards may be granted thereafter.

13 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 the Spinoff Date. If the Plan is not approved by the stockholders of the Company prior to the first anniversary of the Spinoff Date, no Awards may be granted thereafter.

Exhibit 10.25 STOCK APPRECIATION RIGHTS AGREEMENT RELATING TO STOCK OPTIONS UNDER THE 1998 DUN & BRADSTREET KEY EMPLOYEES' STOCK INCENTIVE PLAN This Agreement confirms the grant on [grant date] by THE DUN & BRADSTREET CORPORATION (the "Company") to: [Associate Name] (the "Associate") of Limited Stock Appreciation Rights ("LSAR's") with respect to the following options to purchase shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), presently held by the Associate or granted to the Associate contemporaneously herewith under the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan, as amended from time to time (the "1998 Plan"): Date of Option Grant Number of Shares Option Exercise Price [ ] [ ] [$ ] Each LSAR represents the right to receive, in cash, upon exercise, the excess of the Tender Offer Price (as defined below) over the option exercise price of the above option to which the LSAR relates, such excess constituting the "Appreciation." These LSAR's are issued in accordance with and are subject to the terms of the 1998 Plan, which plan is incorporated herein by reference, and the following additional terms and conditions: 1. Each LSAR is related to an option (the "Related Option") to purchase the number of shares of Common Stock at the option exercise price per share indicated above. 2. These LSAR's may be exercised, in whole or in part, only on and after six months after the date of grant and only during the 30-day period beginning on the first day following the acquisition of at least 20% of all outstanding shares of Common Stock pursuant to any tender or exchange offer for shares of Common Stock (other than one made by the Company), whether the Company does or does not support the offer. A tender or exchange offer filed with the Securities and Exchange Commission on Form 14D-1 (or successor form) shall be treated conclusively as a tender or exchange offer for purposes of this provision. Each LSAR is exercisable only if and to the extent the Related Option is exercisable. During the 30-day period when these LSAR's are exercisable, other stock appreciation rights relating to the Related Option shall not be exercisable.

Exhibit 10.25 STOCK APPRECIATION RIGHTS AGREEMENT RELATING TO STOCK OPTIONS UNDER THE 1998 DUN & BRADSTREET KEY EMPLOYEES' STOCK INCENTIVE PLAN This Agreement confirms the grant on [grant date] by THE DUN & BRADSTREET CORPORATION (the "Company") to: [Associate Name] (the "Associate") of Limited Stock Appreciation Rights ("LSAR's") with respect to the following options to purchase shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), presently held by the Associate or granted to the Associate contemporaneously herewith under the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan, as amended from time to time (the "1998 Plan"): Date of Option Grant Number of Shares Option Exercise Price [ ] [ ] [$ ] Each LSAR represents the right to receive, in cash, upon exercise, the excess of the Tender Offer Price (as defined below) over the option exercise price of the above option to which the LSAR relates, such excess constituting the "Appreciation." These LSAR's are issued in accordance with and are subject to the terms of the 1998 Plan, which plan is incorporated herein by reference, and the following additional terms and conditions: 1. Each LSAR is related to an option (the "Related Option") to purchase the number of shares of Common Stock at the option exercise price per share indicated above. 2. These LSAR's may be exercised, in whole or in part, only on and after six months after the date of grant and only during the 30-day period beginning on the first day following the acquisition of at least 20% of all outstanding shares of Common Stock pursuant to any tender or exchange offer for shares of Common Stock (other than one made by the Company), whether the Company does or does not support the offer. A tender or exchange offer filed with the Securities and Exchange Commission on Form 14D-1 (or successor form) shall be treated conclusively as a tender or exchange offer for purposes of this provision. Each LSAR is exercisable only if and to the extent the Related Option is exercisable. During the 30-day period when these LSAR's are exercisable, other stock appreciation rights relating to the Related Option shall not be exercisable. 3. To the extent exercisable, these LSAR's may be exercised from time to time by notice to the Company. The date a notice of exercise is received by the Company shall be the exercise date. At the time of payment of the Appreciation to the Associate, the Company shall require payment of any amount the Company may determine to be necessary to withhold for federal, state or local taxes as a result of the exercise of an LSAR. 4. Exercise of an LSAR shall reduce the number of shares of Common Stock covered by the Related Option and any other related stock appreciation right on a share for share basis. The exercise of a Related Option or of any other related stock appreciation right shall reduce the number of related LSAR's on the same basis.

5. The term "Tender Offer Price" when used herein shall mean the highest price paid for shares of Common Stock in any tender or exchange offer of the kind contemplated in Paragraph 2 above which is in effect at any time during the 60-day period preceding the date of exercise of an LSAR, provided that any securities or property which are part or all of the consideration paid for shares of Common Stock in any such tender or exchange offer shall be valued at the higher of (i) the valuation placed on such securities or property by the person making such offer or (ii) the valuation (for purposes hereof) placed on such securities or property by the Compensation & Benefits Committee of the Board of Directors of the Company (the "Committee"). 6. These LSAR's shall terminate when the Associate is no longer subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

5. The term "Tender Offer Price" when used herein shall mean the highest price paid for shares of Common Stock in any tender or exchange offer of the kind contemplated in Paragraph 2 above which is in effect at any time during the 60-day period preceding the date of exercise of an LSAR, provided that any securities or property which are part or all of the consideration paid for shares of Common Stock in any such tender or exchange offer shall be valued at the higher of (i) the valuation placed on such securities or property by the person making such offer or (ii) the valuation (for purposes hereof) placed on such securities or property by the Compensation & Benefits Committee of the Board of Directors of the Company (the "Committee"). 6. These LSAR's shall terminate when the Associate is no longer subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. 7. These LSAR's are not transferable by the Associate, provided that the Committee may, in its discretion, authorize these LSAR's to be transferred in the limited circumstances applicable to the Related Option. IN WITNESS WHEREOF, The Dun & Bradstreet Corporation has caused this Agreement to be executed in duplicate by its officer thereunto duly authorized. THE DUN & BRADSTREET CORPORATION By Chief Executive Officer The undersigned hereby accepts and agrees to all the terms and provisions of the foregoing Limited Stock Appreciation Rights Agreement and acknowledges receipt of (i) a copy of the Prospectus dated [date of latest Prospectus] relating to the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan and (ii) a copy of the [year Annual Report] of The Dun & Bradstreet Corporation.

Date Associate

Exhibit 10.26 [MASTER 2X] PRIOR AGREEMENTS June 29, 1998 PERSONAL AND CONFIDENTIAL [NAME] [ADDRESS] [ADDRESS] Dear [FIRST_NAME]: The New Dun & Bradstreet Corporation, to be renamed "The Dun & Bradstreet Corporation" after the shares of common stock of the New Dun & Bradstreet Corporation are distributed to the shareholders of The Dun & Bradstreet, (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

Exhibit 10.26 [MASTER 2X] PRIOR AGREEMENTS June 29, 1998 PERSONAL AND CONFIDENTIAL [NAME] [ADDRESS] [ADDRESS] Dear [FIRST_NAME]: The New Dun & Bradstreet Corporation, to be renamed "The Dun & Bradstreet Corporation" after the shares of common stock of the New Dun & Bradstreet Corporation are distributed to the shareholders of The Dun & Bradstreet, (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. This letter

June 29, 1998 Page 2 agreement supersedes any previous letter agreement(s) between you and the Company relating to this subject matter. 1. Term of Agreement. This Agreement shall commence on June 29, 1998, and shall continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001, 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 or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) 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

June 29, 1998 Page 2 agreement supersedes any previous letter agreement(s) between you and the Company relating to this subject matter. 1. Term of Agreement. This Agreement shall commence on June 29, 1998, and shall continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001, 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 or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) 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

June 29, 1998 Page 3 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; (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

June 29, 1998 Page 3 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; (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; (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; (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.

June 29, 1998 Page 4 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 have been 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 (6) consecutive months, and within

June 29, 1998 Page 4 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 have been 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 (6) consecutive months, and within thirty (30) 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 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 threequarters (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

June 29, 1998 Page 5 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 without your express written consent, the occurrence after a Change in Control 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 guideline 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

June 29, 1998 Page 5 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 without your express written consent, the occurrence after a Change in Control 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 guideline 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 (35) 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 (7) 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

June 29, 1998 Page 6 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 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

June 29, 1998 Page 6 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 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 (30) 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 (30) 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

June 29, 1998 Page 7 specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than thirty (30) 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 (15) nor more than sixty (60) days from the date such Notice of Termination is given; provided, however, that if within fifteen (15) 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

June 29, 1998 Page 7 specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than thirty (30) 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 (15) nor more than sixty (60) days from the date such Notice of Termination is given; provided, however, that if within fifteen (15) 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 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 Upon Termination or During Disability. 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.

June 29, 1998 Page 8 (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

June 29, 1998 Page 8 (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, the "Severance Payments") 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 guideline bonus with respect to the year in which the Change in Control occurs; your annual base salary and guideline 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 (other than options qualifying as incentive stock options ("ISOs") under Section 422A of the Internal Revenue Code of 1986 (the "Code") which ISOs were granted on or before the date hereof) ("Options"), and stock appreciation rights ("SARs"), if any, granted to you under the Company's 1998 Replacement Plan, 1998 Key Employees' Stock Incentive

June 29, 1998 Page 9 Plan or any successor or substitute plans thereto (except those SARs applicable to ISOs granted on or before the date hereof) (which Options 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 an ISO granted after the date hereof, 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, 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 1998 Replacement Plan, 1998 Key Employees' Stock Incentive Plan 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

June 29, 1998 Page 9 Plan or any successor or substitute plans thereto (except those SARs applicable to ISOs granted on or before the date hereof) (which Options 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 an ISO granted after the date hereof, 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, 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 1998 Replacement Plan, 1998 Key Employees' Stock Incentive Plan 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 1998 Key Employees' Stock Incentive Plan, 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 guideline bonus as in effect on the Date of Termination but not

June 29, 1998 Page 10 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);

June 29, 1998 Page 10 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 (24) 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 (24) 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 the Severance Payments, if any of the Severance Payments will be

June 29, 1998 Page 11 subject to the tax (the "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 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, 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

June 29, 1998 Page 11 subject to the tax (the "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 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, 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 termination of your employment, you shall repay to the Company within ten (10)

June 29, 1998 Page 12 days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the GrossUp 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 (10) 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

June 29, 1998 Page 12 days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the GrossUp 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 (10) 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

June 29, 1998 Page 13 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 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.

June 29, 1998 Page 13 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 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

June 29, 1998 Page 14 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.

June 29, 1998 Page 14 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. 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 NEW DUN & BRADSTREET CORPORATION BY____________________________________ Nancy L. Henry Senior Vice President and Chief Legal Counsel

June 29, 1998 Page 15 Agreed to this _____ day of _______________, 1998. [NAME]

[MASTER 3X] PRIOR AGREEMENTS June 29, 1998 PERSONAL AND CONFIDENTIAL [NAME]

June 29, 1998 Page 15 Agreed to this _____ day of _______________, 1998. [NAME]

[MASTER 3X] PRIOR AGREEMENTS June 29, 1998 PERSONAL AND CONFIDENTIAL [NAME] [ADDRESS] [ADDRESS] Dear [FIRST_NAME]: The New Dun & Bradstreet Corporation, to be renamed "The Dun & Bradstreet Corporation" after the shares of common stock of the New Dun & Bradstreet Corporation are distributed to the shareholders of 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. This letter

June 29, 1998 Page 2 agreement supersedes any previous letter agreement(s) between you and the Company relating to this subject matter. 1. Term of Agreement. This Agreement shall commence on June 29, 1998, and shall continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001, 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

[MASTER 3X] PRIOR AGREEMENTS June 29, 1998 PERSONAL AND CONFIDENTIAL [NAME] [ADDRESS] [ADDRESS] Dear [FIRST_NAME]: The New Dun & Bradstreet Corporation, to be renamed "The Dun & Bradstreet Corporation" after the shares of common stock of the New Dun & Bradstreet Corporation are distributed to the shareholders of 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. This letter

June 29, 1998 Page 2 agreement supersedes any previous letter agreement(s) between you and the Company relating to this subject matter. 1. Term of Agreement. This Agreement shall commence on June 29, 1998, and shall continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001, 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 or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) 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

June 29, 1998 Page 2 agreement supersedes any previous letter agreement(s) between you and the Company relating to this subject matter. 1. Term of Agreement. This Agreement shall commence on June 29, 1998, and shall continue in effect through December 31, 2000; provided, however, that commencing on January 1, 2001, 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 or extended term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) 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

June 29, 1998 Page 3 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 th