THE DUN & BRADSTREET CAREER TRANSITION PLAN

                     (As in effect as of September 30, 2000)



         The Dun & Bradstreet Corporation (the "Company") wishes to define those

circumstances under which it will provide assistance to an Eligible Employee in

the event of his or her Eligible Termination (as such terms are defined herein).

Accordingly, the Company hereby establishes The Dun & Bradstreet Career

Transition Plan (the "Plan").



                                   SECTION 1



                                   DEFINITIONS



         1.1. "Cause" shall mean (a) willful malfeasance or willful misconduct

by the Eligible Employee in connection with his or her employment, (b)

continuing failure of the Eligible Employee to perform such duties as are

requested by any employee to whom the Eligible Employee reports or the

Participating Company's Board of Directors, (c) failure by the Eligible Employee

to observe material policies of the Participating Company applicable to the

Eligible Employee or (d) the commission by an Eligible Employee of (i) any

felony or (ii) any misdemeanor involving moral turpitude.



         1.2. "Committee" shall mean the Compensation and Benefits Committee of

the Board of Directors of the Company.



         1.3. "Eligible Employee" shall mean a full-time salaried employee or

regular part-time salaried employee of any Participating Company who is:



                  (a) on the United States payroll of a Participating Company

         and earning a Salary of less than $100,000 at the time of an Eligible

         Termination, in which case Schedule A hereto shall apply; or



                  (b) on the United States payroll of a Participating Company

         and earning a Salary equal to or greater than $100,000 at the time of

         an Eligible Termination, in which case Schedule B hereto shall apply.



         1.4. "Eligible Termination" shall mean (a) an involuntary termination

of employment with a Participating Company by reason of a reduction in force

program, job elimination or unsatisfactory performance in the execution of an

Eligible Employee's duties or (b) a resignation mutually agreed to in writing by

the Participating Company and the Eligible Employee. Notwithstanding the

foregoing, an Eligible Termination shall not include (w) a unilateral

resignation, (x) a termination by a Participating Company for Cause, (y) a

termination as a result

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of a sale (whether in whole or in part, of stock or assets), merger or other

combination, spinoff, reorganization or liquidation, dissolution or other

winding up or other similar transaction involving a Participating Company; or

(z) any termination where an offer of employment is made to the Eligible

Employee of a comparable position at a Participating Company concurrently with

his or her Eligible Termination.



         1.5. "Participating Company" shall mean the Company or any other

affiliated entity more than 50% of the voting interests of which are owned,

directly or indirectly, by the Company and which has elected to participate in

the Plan by action of its board of directors.



         1.6. "Salary" shall mean an Eligible Employee's annual base salary at

the time his or her employment terminates.



         1.7. "Severance and Release Agreement" shall mean an agreement signed

by the Eligible Employee substantially in the form attached hereto as Exhibit 1.

Notwithstanding the foregoing, a Participating Company may, by action of its

chief human resources officer or chief legal counsel, modify the form of

Severance and Release Agreement to be signed by any Eligible Employee in a

manner approved by the Committee (or its delegee).



         1.8. "Years of Service" shall mean one-twelfth (1/12th) of an Eligible

Employee's total number of full months of regular employment (whether full-time

or part-time) with a Participating Company (beginning with his or her initial

date of hire); provided that such number of Years of Service shall be rounded up

to the next whole number.



                                   SECTION 2



                               SEVERANCE BENEFITS



         2.1. Subject to the provisions of this Section 2, in the event of an

Eligible Termination, an Eligible Employee shall be entitled to receive from the

Participating Company the benefits set forth on Schedule A or B hereto, as

applicable.



         2.2. The grant of severance benefits pursuant to Section 2.1 hereof is

conditioned upon an Eligible Employee's signing a Severance and Release

Agreement and the expiration of any revocation period set forth therein.



         2.3. Notwithstanding any other provision contained herein, the Chief

Executive Officer of the Company may, at any time, take such action as such

officer, in such officer's sole discretion, deems appropriate to reduce or

increase by any amount the benefits otherwise payable to an Eligible Employee

pursuant to the applicable Schedule or otherwise modify the terms and conditions

applicable to an Eligible Employee under this Plan. Benefits granted hereunder

may not exceed an amount nor be paid over a period which would cause the Plan to

be other than a "welfare benefit plan" under section 3 (1) of the Employee

Retirement Income Security Act of 1974, as amended ("ERISA").





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         2.4. In the event a Participating Company, in its sole discretion,

grants an Eligible Employee a period of inactive employee status, then, in such

event, any amounts paid to such Eligible Employee during any such period shall

offset the benefits payable under this Plan. For this purpose, a period of

inactive employee status shall mean the period beginning on the date such status

commences (of which the Eligible Employee shall be notified) and ending on the

date of such Eligible Employee's termination of employment.



                                   SECTION 3



                           AMENDMENT AND TERMINATION



         3.1. The Company reserves the right to terminate the Plan on behalf of

any or all Participating Companies at any time and without any further

obligation by action of its board of directors or such other person or persons

to whom the board properly delegates such authority. Any other Participating

Company may cease participation in the Plan by action of its board of directors

or such other person or persons to whom such board properly delegates such

authority.

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