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).
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            (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 two-thirds (2/3) of the Directors then still in office who
            either were Directors at the beginning of the period or whose
            election or nomination for election was previously so approved cease
            for any reason to constitute at least a majority thereof;

                  (iii) the shareholders of the Company approve a merger or
            consolidation of the Company with any other corporation, other than
            (1) a merger or consolidation which would result in the voting
            securities of the Company outstanding immediately prior thereto
            continuing to represent (either by remaining outstanding or by being
            converted into voting securities of the surviving entity) more than
            50% of the combined voting power of the voting securities of the
            Company or such surviving entity outstanding immediately after such
            merger or consolidation and (2) after which no Person holds 20% or
            more of the combined voting power of the then outstanding securities
            of the Company or such surviving entity; or

                  (iv) the shareholders of the Company approve a plan of
            complete liquidation of the Company or an agreement for the sale or
            disposition by the Company of all or substantially all of the
            Company's assets.
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            (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
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      (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
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      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-
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      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)
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      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-in-law, or
      sister-in-law, including adoptive relationships, of the optionee, trusts
      for the exclusive benefit of these persons, and any other entity owned
      solely by these persons ("Eligible Transferees"), provided that (x) the
      stock option agreement pursuant to which such options are granted must be
      approved by the Committee, and must expressly provide for transferability
      in a manner consistent with this Section and (y) subsequent transfers of
      transferred options shall be prohibited except those in 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
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      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
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      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
      Non-Employee 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
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            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.
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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.

Source: OneCLE Business Contracts.