Edgar Filing: DUN & BRADSTREET CORP/NW

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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THE DUN & BRADSTREET CORPORATION
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[DUN & BRADSTREET LETTERHEAD]

One Diamond Hill Road
Murray Hill, New Jersey
07974-1218

March 14, 2001

Dear Shareholder:

You are cordially invited to attend the 2001 Annual Meeting of
Shareholders of The Dun & Bradstreet Corporation on Friday, April 27, 2001,
at 9:00 a.m. at the Gateway Hilton, Atlantic Room, Gateway Center, Raymond
Boulevard, Newark, New Jersey.

The Notice of Annual Meeting and Proxy Statement accompanying this
letter describe the business to be acted upon at the meeting. The Annual
Report for the year ended December 31, 2000, is also enclosed.

Your vote is important. Please vote your shares whether or not you plan
to attend the meeting. In addition to voting in person or by mail,
shareholders of record have the option of voting by telephone or via the
Internet. If your shares are held in the name of a bank, broker or other
holder of record, check your proxy card to see which of these options are
available to you.

On behalf of your Board of Directors, thank you for your continued
support of Dun & Bradstreet.

Sincerely,

/s/ A.Z. Loren
ALLAN Z. LOREN
Chairman, Chief Executive Officer and President
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[DUN & BRADSTREET LETTERHEAD]

One Diamond Hill Road
Murray Hill, New Jersey
07974-1218

NOTICE OF ANNUAL MEETING

The Annual Meeting of Shareholders of The Dun & Bradstreet Corporation
will be held on Friday, April 27, 2001, at 9:00 a.m. at the Gateway Hilton,
Atlantic Room, Gateway Center, Raymond Boulevard, Newark, New Jersey. The
purpose of the meeting is to:

1. Elect two Class I directors for a three-year term;

2. Ratify the selection of independent accountants;

3. Vote on three Company compensation plans;

4. Vote on one shareholder proposal, if presented by the
proponents; and

5. Transact such other business as may properly come before the
meeting. The Company knows of no other business to be brought before
the meeting.

Only shareholders of record at the close of business on March 1, 2001,
will be entitled to vote at the meeting.

By Order of the Board of Directors,

/s/ D.J.L.
DAVID J. LEWINTER
Vice President and Corporate Secretary

Dated: March 14, 2001
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TABLE OF CONTENTS

PAGE
----

GENERAL INFORMATION......................................... 1
Annual Meeting Admission.................................. 1
Who Can Vote.............................................. 1
How to Vote............................................... 1
Revocation of Proxies..................................... 1
Special Voting Procedures for Certain Current and Former
Employees.............................................. 1
Proxy Solicitation........................................ 2
Quorum and Voting Requirements............................ 2
CORPORATE STRUCTURE -- SEPARATION TRANSACTION............... 3
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS..................... 3
Nominees for Class I Directors for terms expiring at the
2004 Annual Meeting.................................... 3
Class II Directors holding office for terms expiring at
the 2002 Annual Meeting................................ 4
Class III Director holding office for a term expiring at
the 2003 Annual Meeting................................ 4
BOARD MEETINGS AND COMMITTEES............................... 4
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS................. 5
COMPARISON OF CUMULATIVE TOTAL RETURN....................... 8
PROPOSAL NO. 2 -- RATIFICATION OF SELECTION OF INDEPENDENT
ACCOUNTANTS............................................... 8
Fees Paid to Independent Accountants...................... 9
PROPOSALS NOS. 3, 4 AND 5 -- APPROVAL OF COMPANY
COMPENSATION PLANS........................................ 9
Summary of the Cash Incentive Plan........................ 10
Summary of the Stock Incentive Plan....................... 11
Summary of the Directors' Stock Incentive Plan............ 15
PROPOSAL NO. 6 -- SHAREHOLDER PROPOSAL ON IMPLEMENTATION OF
THE MACBRIDE PRINCIPLES................................... 17
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS............ 19
Report of the Compensation & Benefits Committee........... 19
Summary Compensation Table................................ 22
Option/SAR Grants in Last Fiscal Year..................... 23
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values...................... 24
Retirement Benefits....................................... 24
Employment, Change-in-Control and Severance
Arrangements........................................... 25
Compensation of Directors................................. 28
OTHER MATTERS............................................... 29
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING............... 29
APPENDICES
A -- AUDIT COMMITTEE CHARTER............................. A-1
B -- AUDIT COMMITTEE REPORT.............................. B-1
C -- THE DUN & BRADSTREET CORPORATION
COVERED EMPLOYEE CASH INCENTIVE PLAN................ C-1
D -- THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN........................... D-1
E -- THE DUN & BRADSTREET CORPORATION
NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN......... E-1

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PROXY STATEMENT
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GENERAL INFORMATION

The Board of Directors of The Dun & Bradstreet Corporation ("Dun &
Bradstreet" or the "Company") is soliciting your proxy for use at the Annual
Meeting of Shareholders to be held on April 27, 2001. These proxy materials are
being mailed to shareholders beginning on or about March 14, 2001. The principal
executive offices of Dun & Bradstreet are located at One Diamond Hill Road,
Murray Hill, New Jersey 07974-1218, and the Company's main telephone number is
(1) 908.665.5000.

ANNUAL MEETING ADMISSION

You will need an admission ticket to enter the Annual Meeting. For
shareholders of record, an admission ticket is attached to the proxy card sent
to you. If your shares are held in the name of a bank, broker or other holder of
record and you plan to attend the meeting in person, you may obtain an admission
ticket in advance by sending a written request, along with proof of share
ownership, such as a bank or brokerage account statement, to the Company's
Corporate Secretary at the address noted above. Shareholders who do not have
admission tickets will be admitted following verification of ownership at the
door.

WHO CAN VOTE

Shareholders of record at the close of business on March 1, 2001, are
eligible to vote at the meeting. As of the close of business on that date, Dun &
Bradstreet had outstanding 80,316,479 shares of Common Stock.

HOW TO VOTE

In addition to voting in person at the meeting, shareholders of record can
vote by proxy by calling a toll-free telephone number, by using the Internet or
by mailing their signed proxy cards. The telephone and Internet voting
procedures are designed to authenticate shareholders' identities, to allow
shareholders to give their voting instructions and to confirm that shareholders'
instructions have been recorded properly. Specific instructions for shareholders
of record who wish to use the telephone or Internet voting procedures are set
forth on the enclosed proxy card.

If your shares are held in the name of a bank, broker or other holder of
record, you will receive instructions from the holder of record that you must
follow in order for your shares to be voted. Certain of these institutions offer
telephone and Internet voting.

REVOCATION OF PROXIES

A shareholder of record can revoke a proxy at any time before the vote is
taken at the meeting by sending written notice of the revocation to the
Corporate Secretary of the Company, by submitting another proxy that is properly
signed and bears a later date or by voting in person at the meeting. All
properly executed proxies not revoked will be voted at the meeting in accordance
with their instructions. A proxy that is signed and returned by a shareholder of
record without specifications marked in the instruction boxes will be voted in
accordance with the recommendations of the Board of Directors, as outlined in
this Proxy Statement. If any other proposals are brought before the meeting and
submitted to a vote, all proxies will be voted in accordance with the judgment
of the persons voting the proxies.

SPECIAL VOTING PROCEDURES FOR CERTAIN CURRENT AND FORMER EMPLOYEES

Many current and former employees of the Company have share balances in the
Dun & Bradstreet Common Stock Fund of The Dun & Bradstreet Corporation or
Moody's Corporation Profit Participation Plan (the "PPP"). The voting procedures
described above do not apply to these share balances. Instead, any proxy given
by such an employee or former employee will serve as a voting instruction for
the trustee of the PPP, as well as a proxy for any shares registered in that
person's own name (including shares acquired under the
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Dun & Bradstreet Employee Stock Purchase Plan or otherwise). To allow sufficient
time for voting by the trustee, PPP voting instructions must be received by
April 20, 2001. If voting instructions have not been received by that date, the
trustee will vote those PPP shares in the same proportion as the respective PPP
shares for which it has received instructions, except as otherwise required by
law.

PROXY SOLICITATION

Directors, officers and employees of Dun & Bradstreet may solicit proxies
on behalf of the Company by communicating with shareholders personally or by
telephone, facsimile, e-mail, telegraph or mail. Dun & Bradstreet also has
retained the firm of Georgeson Shareholder Communications Inc. to assist in the
solicitation of proxies for a fee estimated at $10,000 plus expenses. Dun &
Bradstreet will pay all expenses related to such solicitations of proxies. Dun &
Bradstreet and Georgeson will request banks and brokers to solicit proxies from
their customers, where appropriate, and will reimburse them for reasonable
out-of-pocket expenses.

QUORUM AND VOTING REQUIREMENTS

Dun & Bradstreet's by-laws provide that a majority of the shares entitled
to vote, whether present in person or represented by proxy, constitute a quorum
at meetings of shareholders. Abstentions and broker "non-votes" are counted for
purposes of establishing a quorum. A broker "non-vote" occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that particular
matter and has not received instructions from the beneficial owner.

Election of directors (Proposal No. 1) shall be determined by a plurality
of the voting power present in person or represented by proxy at the meeting
(i.e., the nominees receiving the greatest number of votes will be elected).
Only shares that are voted in favor of a particular nominee will be counted
towards such nominee's achievement of a plurality. Thus, shares present at the
meeting that are not voted for a particular nominee, shares present by proxy for
which the shareholder properly withholds authority to vote for such nominee, and
broker "non-votes" will not be counted towards such nominee's achievement of a
plurality.

Ratification of the selection of independent accountants (Proposal No. 2)
and approval of the shareholder proposal regarding implementation of the
MacBride Principles in Northern Ireland (Proposal No. 6) shall be determined by
the affirmative vote of the majority of the voting power represented at the
meeting and entitled to vote on the matter. Approval of The Dun & Bradstreet
Corporation Covered Employee Cash Incentive Plan (Proposal No. 3). The Dun &
Bradstreet Corporation 2000 Stock Incentive Plan (Proposal No. 4) and The 2000
Dun & Bradstreet Corporation Directors' Stock Incentive Plan (Proposal No. 5)
shall be determined by a majority of the votes cast on the matter provided that
each requires that a majority of the outstanding shares on March 1, 2001
actually cast votes on the applicable matter. If a shareholder abstains from
voting or directs the shareholder's proxy to abstain from voting on the matter,
the shares are considered present at the meeting for such matter, but since they
are not affirmative votes for the matter, they will have the same effect as
votes against the matter. On the other hand, shares resulting in broker
"non-votes" are not considered present at the meeting for such matter and,
therefore, have the practical effect of reducing the number of affirmative votes
required to achieve a majority for such matter by reducing the total number of
shares from which the majority is calculated.

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CORPORATE STRUCTURE -- SEPARATION TRANSACTION

On September 30, 2000, the company then known as The Dun & Bradstreet
Corporation ("Old D&B") separated into two publicly traded companies -- The
"new" Dun & Bradstreet Corporation (i.e., the company to which this Proxy
Statement relates) and Moody's Corporation (the "Spin-Off"). The separation of
the two companies was accomplished through a tax-free distribution by Old D&B of
the shares of Common Stock of the Company, which is a new entity comprising the
Dun & Bradstreet operating company. The new entity is now known as "The Dun &
Bradstreet Corporation," and Old D&B changed its name to "Moody's Corporation."
Much about the Company and its management can be best understood in light of the
pre-Spin-Off history of Old D&B. In that connection, information included in
this Proxy Statement concerning the Company and its management during periods
prior to the Spin-Off actually relates to Old D&B and its management. For
example, information concerning a given director's service with the Company
prior to September 30, 2000, actually relates to such director's service with
Old D&B.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The members of the Board of Directors of Dun & Bradstreet are classified
into three classes, one of which is elected at each Annual Meeting of
Shareholders to hold office for a three-year term and until successors of such
class are elected and have qualified.

Upon recommendation of the Nominating Committee, the Board of Directors has
nominated Mr. Allan Z. Loren and Mr. Victor A. Pelson for election as Class I
Directors at the 2001 Annual Meeting for a three-year term expiring at the 2004
Annual Meeting of Shareholders.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
NAMED ABOVE AS DIRECTORS.

NOMINEES FOR CLASS I DIRECTORS FOR TERMS EXPIRING AT THE 2004 ANNUAL MEETING:

Allan Z. Loren
Chairman, Chief Executive Officer and President
The Dun & Bradstreet Corporation

Allan Z. Loren, age 62, has served as chairman, chief executive officer and
president of The Dun & Bradstreet Corporation since October 2000, and as a
director since May 2000. Prior thereto, he served as chairman and chief
executive officer of the Dun & Bradstreet operating company from May 2000 to
September 2000. Before joining Dun & Bradstreet, Mr. Loren served as executive
vice president and chief information officer of the American Express Company
from May 1994 to May 2000 and was also a member of the company's Planning and
Policy Committee during that time. Before that, he served as president and chief
executive officer of Galileo International from January 1991 to May 1994 and
worked at Apple Computer from September 1987 to December 1990, starting as chief
information officer and later serving as president of Apple Computer U.S.A. In
addition to serving on the Board of Dun & Bradstreet, Mr. Loren is also a
director of First Knowledge Partners Inc. and Plural, Inc., and is a member of
the Advisory Board of eCustomers.com.

Victor A. Pelson
Senior Advisor
UBS Warburg LLC

Victor A. Pelson, age 63, has served as a director of the Company since April
1999, and is chairman of the Audit Committee and a member of the Compensation &
Benefits Committee. Mr. Pelson has served as senior advisor for UBS Warburg LLC,
an investment banking firm, since 1997. He was a director and senior advisor of
Dillon Read at its merger in 1997 with SBC Warburg. Prior to this, Mr. Pelson
was associated with AT&T from 1959 to 1996. At the time of his retirement from
AT&T, Mr. Pelson was chairman of global operations

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and a member of the board of directors. Mr. Pelson is also a director of Acterna
Corporation, Carrier 1 International, SA, Eaton Corporation and United Parcel
Service.

CONTINUING DIRECTORS

CLASS II DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 2002 ANNUAL MEETING:

Ronald L. Kuehn, Jr.
Former Chairman of the Board
El Paso Energy Corporation

Ronald L. Kuehn, Jr., age 65, has served as a director of the Company since
1996, and is chairman of the Compensation & Benefits Committee and a member of
the Audit Committee. Mr. Kuehn served as chairman of the board of El Paso Energy
Corporation, a diversified energy company, since its merger with Sonat Inc. in
October 1999 until December 31, 2000. Prior to that, he was chairman, president
and chief executive officer of Sonat Inc. from 1986 through October 1999. In
addition to serving on the board of El Paso Corporation (formerly named El Paso
Energy Corporation), Mr. Kuehn is also a director of AmSouth Bancorporation,
Praxair, Inc., Protective Life Corporation and Transocean Sedco Forex Inc.

Naomi O. Seligman
Senior Partner
Ostriker von Simson

Naomi O. Seligman, age 67, has served as a director of the Company since June
1999, and is a member of the Audit and Nominating Committees. Ms. Seligman has
been a senior partner at Ostriker von Simson, consultants on information
technology, since June 1999. Previously, Ms. Seligman served as a co-founder and
senior partner of the Research Board, Inc., a privately funded think tank
specializing in research on the economics and applications of information
technology, exclusively on behalf of CIOs at very large corporations. Ms.
Seligman is also a director of Exodus Communications, Inc., John Wiley & Sons,
Inc., Martha Stewart Living Omnimedia, Inc., Sun Microsystems, Inc.,
Transora.com and Ventro Corporation.

CLASS III DIRECTOR HOLDING OFFICE FOR A TERM EXPIRING AT THE 2003 ANNUAL
MEETING:

Michael R. Quinlan
Director
McDonald's Corporation

Michael R. Quinlan, age 56, has served as a director of the Company since 1989
and is chairman of the Nominating Committee and a member of the Compensation &
Benefits Committee. Mr. Quinlan has served as a director of McDonald's
Corporation, a global food service retailer, since 1979 and is currently
chairman of the board's executive committee. He was the chairman of the board of
directors from March 1990 to May 1999. Mr. Quinlan also served as chief
executive officer of McDonald's from March 1987 through July 1998. In addition
to serving on the board of McDonald's, Mr. Quinlan is also a director of the May
Department Stores Company.

BOARD MEETINGS AND COMMITTEES

Since its establishment in connection with the September 2000 Spin-Off, the
Board of Directors of the Company held three regularly scheduled meetings in
2000. No director attended fewer than 75% of the aggregate of such meetings of
the Board and of the committees of the Board on which he or she served. The
three committees of the Board are the Audit Committee, the Compensation &
Benefits Committee and the Nominating Committee. All members of these committees
are "independent" (as defined in the New York Stock Exchange listing standards).

The Audit Committee consists of Messrs. Kuehn, Pelson (chairman) and Ms.
Seligman. Since its establishment in connection with the Spin-Off in September
2000, the Audit Committee held one meeting
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during 2000. The Audit Committee's primary function is to assist the Board in
fulfilling its oversight responsibilities relating to financial information that
will be provided to the shareholders and others, the systems of internal
controls that management and the Board have established, and the audit process.
A copy of the Audit Committee's charter, which was adopted by the Board of
Directors, is attached as Appendix A. The report of the Audit Committee is
attached as Appendix B.

The Compensation & Benefits Committee consists of Messrs. Kuehn (chairman),
Pelson and Quinlan. Since the Spin-Off in September 2000, the Compensation &
Benefits Committee held two meetings during 2000. The Committee establishes and
revises all compensation arrangements for the chief executive officer and
certain other executives of the Company, consistent with a statement of
executive compensation philosophy adopted by the Board of Directors and subject
to the Committee's own rules of procedure and such limitations as it may adopt.
The Report of the Compensation & Benefits Committee can be found on pages 19
through 21 of this Proxy Statement.

The Nominating Committee consists of Mr. Quinlan (chairman) and Ms.
Seligman. The Nominating Committee held its first post-Spin-Off meeting in
February 2001 and nominated the 2001 slate of Directors. The Committee
recommends to the Board criteria regarding qualifications for Board membership
and the size and composition of the Board; reviews the qualifications of
candidates for Board membership; and recommends to the Board candidates to fill
Board vacancies. Although the Nominating Committee has not adopted formal
procedures for the submission of shareholders' recommendations for nominees for
Board membership, such recommendations may be made by submitting the names in
writing to: Michael R. Quinlan, Chairman of the Nominating Committee, c/o The
Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ 07974-1218.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table shows the number of shares of the Company's Common
Stock beneficially owned by each of the directors and director nominees, each of
the executive officers named in the Summary Compensation Table below (the "named
executive officers"), and all present directors and executive officers of Dun &
Bradstreet as a group, on December 31, 2000. The table also shows the names,
addresses and share ownership of the only persons known to Dun & Bradstreet to
be the beneficial owners (the "Owners") of more than 5% of the outstanding
Common Stock. This information is based upon information furnished by each such
person (or, in the case of the Owners, based upon public filings by such Owners
with the Securities and Exchange Commission (the "SEC")). Unless otherwise
stated, the indicated persons have sole voting and investment power over the
shares listed. Percentages are based upon the number of shares of Dun &
Bradstreet Common Stock outstanding on December 31, 2000, plus, where
applicable, the number of shares that the indicated person or group had a right
to acquire within 60 days of such date. The table also sets forth ownership
information concerning "Stock Units" (as of January 8, 2001), the value of which
is measured by the price of the Company's Common Stock. Stock Units do not
confer voting rights and are not considered "beneficially owned" shares under
SEC rules.

AGGREGATE NUMBER OF
SHARES BENEFICIALLY PERCENT OF SHARES
NAME OWNED(a)(b)(c) D&B STOCK UNITS OUTSTANDING
---- ------------------- --------------- -----------------

Andre Dahan................................... 44,028 0 *
Chester J. Geveda, Jr. ....................... 74,603 0 *
Ronald L. Kuehn, Jr. ......................... 7,907 5,138 *
Allan Z. Loren................................ 152,502 0 *
Victor A. Pelson.............................. 3,849(d) 1,210 *
Michael R. Quinlan............................ 7,832 4,985 *
Peter J. Ross................................. 83,778 0 *
Naomi O. Seligman............................. 3,054 522 *
Frank S. Sowinski(e).......................... 75,670 0 *

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AGGREGATE NUMBER OF
SHARES BENEFICIALLY PERCENT OF SHARES
NAME OWNED(a)(b)(c) D&B STOCK UNITS OUTSTANDING
---- ------------------- --------------- -----------------

All directors and executive officers as a
group (including Mr. Sowinski (14
persons))................................... 552,745 11,855 *
Berkshire Hathaway Inc., ..................... 12,000,000(f) 0 14.97%
GEICO Corporation,
Government Employees Insurance Company, OBH,
Inc.,
Warren E. Buffet and National Indemnity
Company
1440 Kiewit Plaza
Omaha, Nebraska 68131(g)
Davis Selected Advisers L.P., ................ 9,518,258(h) 0 11.87%
Abar Foundation, American Saw, Atkins, B.,
Atlanta Gas & Light Company, Atmos Energy,
Bowne & Co., Central & Southwest Systems
Pension Plan, Catholic Mutual Relief Society
of American Retirement Plan, Davis Ptrns
Fnd, DetroitLaborers, Davis Financial Fund,
Davis Growth Opportunity Fund, Davis New
York Venture Fund, Davis Variable Financial
Portfolio, Davis Variable Value Portfolio,
Electrical Workers Annunity, Electrical
Workers Pension, Eltech, Emma Willard, G
Depreciation, G Foundation, Georgia, Georgia
Corp, Gonzaga Univ, Hathaway Brown, Hoff
Family Tr., Lewis & Roca, Mass Mutual
Portfolio, Mass Mutual Variable, Mattin A,
Mattin B, Medcen, MennenFamily Trust,
Methodist Home, Milder CP, Minn Retail
Meatcutters, Mt. Sinai, Mutual Protect,
NASDRegulation, NedsIsland, NM Mutual, NYC
Superior, Plumber & Pipefitters, SunAmerica
Venture Value, Prudential SP, Quadsan, RL
Polk, Selected America Shares, Sicav Davis
Financial Fund, Sicav Davis Value Fund, SSB
Large Cap V, Stobie Creek, SunAmerica Style
Selec, SunAmerica Large Cap Value, Suburban
Prop, SunLifeFin'l, SunLifeValue, Temple,
Union Dale, Via Metropolitan, Volvo, New
England Zenith, Merrill Lynch Wrap, Dean
Witter Wrap, Paine Webber Wrap, Piper
Jaffrey Wrap, APL Wrap, CIBC Wrap, SSB Wrap
and Prudential Wrap
2949 East Elvira Road, Suite 101
Tucson, Arizona 85706
Harris Associates L.P. and its general
partner, ................................... 6,807,254(i) 0 8.49%
Harris Associates, Inc.,
Two North LaSalle Street, Suite 500
Chicago, Illinois 60602-3790
Iridian Asset Management LLC, ................ 4,372,546(j) 0 5.46%
LC Capital Management, LLC,
CL Investors, Inc., COLE Partners LLC,
Iridian Private Business Value Equity Fund,
L.P.,
David L. Cohen and Harold J. Levy
276 Post Road West
Westport, CT 06880-4704

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* Represents less than 1% of the Company's outstanding Common Stock.

(a) Includes shares of restricted Common Stock as follows: Mr. Kuehn, 727; Mr.
Loren, 151,930; Mr. Pelson, 349; Mr. Quinlan, 99; Ms. Seligman, 349; and
group, 153,454.

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(b) Includes the maximum number of shares of Common Stock that may be acquired
within 60 days of December 31, 2000, upon the exercise of vested stock
options as follows: Mr. Dahan, 24,390; Mr. Geveda, 53,657; Mr. Kuehn,
7,180; Mr. Pelson, 2,500; Mr. Quinlan, 7,180; Mr. Ross, 59,264; Ms.
Seligman, 2,500; Mr. Sowinski, 60,485; and group, 293,713.

(c) Includes 3,533 unrestricted shares of Common Stock that executive officers
(other than those named in the table) had the right to receive within 60
days of December 31, 2000, based on satisfaction of performance goals for a
performance period ending on that date.

(d) Includes 1,000 shares as to which Mr. Pelson has shared voting and shared
investment power.

(e) Mr. Sowinski will resign from all positions with the Company effective
April 4, 2001.

(f) Berkshire Hathaway Inc., GEICO Corporation, Government Employees Insurance
Company, National Indemnity Company, OBH, Inc. and Warren E. Buffett
jointly filed an amended Schedule 13G with the SEC on November 9, 2000.
This Schedule 13G indicates that, as of October 2, 2000, (i) each of
Berkshire Hathaway Inc., National Indemnity Company, OBH, Inc. and Warren
Buffett had shared voting and dispositive power over 12,000,000 shares, and
(ii) each of GEICO Corporation and Government Employees Insurance Company
had shared voting and dispositive power over 3,929,850 shares.

(g) Such address is listed in the filings described in note (f) above as the
address of each of Berkshire Hathaway, Inc., OBH, Inc. and Warren E.
Buffett. The address of National Indemnity Company is listed as 3024 Harney
Street, Omaha, Nebraska 68131 and the address of each of GEICO Corporation
and Government Employees Insurance Company is listed as 1 GEICO Plaza,
Washington, District of Columbia 20076.

(h) Davis Selected Advisers L.P. ("Davis") filed a Schedule 13G with the SEC on
February 28, 2001 on behalf of the seventy (70) stockholders of the Company
listed in the above table. This Schedule 13G reported that Davis, a
registered investment adviser had, as of December 31, 2000, sole voting and
dispositive power over 9,518,258 shares.

(i) Harris Associates L.P. ("Harris") and its sole general partner, Harris
Associates, Inc. ("Harris Associates"), jointly filed an amended Schedule
13G with the SEC on January 30, 2001. This Schedule 13G shows that Harris,
a registered investment adviser, and Harris Associates each had, as of
December 31, 2000, shared voting power over 6,807,254 shares, sole
dispositive power over 2,562,804 shares and shared dispositive power over
4,244,450 shares.

(j) Iridian Asset Management LLC ("Iridian"), LC Capital Management, LLC ("LC
Capital"), CL Investors, Inc. ("CL Investors"), COLE Partners LLC ("COLE"),
Iridian Private Business Value Equity Fund, L.P. ("Iridian Private
Business"), David L. Cohen ("Cohen") and Harold J. Levy ("Levy") jointly
filed a Schedule 13G with the SEC on February 8, 2001. This Schedule 13G
reported that, as of December 31, 2000, (i) Iridian, a registered
investment advisor, investment advisor for Iridian Private Business and
sole member of COLE; LC Capital, the controlling member of Iridian; and CL
Investors, the controlling member of LC Capital, each had shared voting and
dispositive power over 4,372,546 shares; (ii) COLE, the sole general
partner of Iridian Private Business, and Iridian Private Business each had
shared voting and dispositive power over 72,050 shares; and (iii) Cohen and
Levy, as principals and portfolio managers of Iridian, principals and
managers of LC Capital and controlling stockholders and directors of CL
Investors, each had shared voting and dispositive power over 4,610,396
shares. Of the 4,610,396 shares reported to be beneficially owned by each
of Cohen and Levy, 237,850 of such shares are held by First Eagle Fund of
America, an open-end non-diversified mutual fund, which is a separate
series or portfolio of First Eagle Trust, a registered investment company,
and may be deemed to be beneficially owned by each of Cohen and Levy by
virtue of their ability to exercise voting and dispositive power over
shares held by First Eagle. Cohen and Levy disclaim beneficial ownership of
all of such 4,610,396 shares for all other purposes.

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COMPARISON OF CUMULATIVE TOTAL RETURN*
SINCE OCTOBER 3, 2000
DUN & BRADSTREET, S&P MIDCAP 400 INDEX AND
S&P MIDCAP COMMERCIAL SERVICES -- SPECIALIZED INDEX

[LINE GRAPH]
---------------
*Assumes $100 invested on October 3, 2000, and reinvestment of dividends.

-------------------------------------------------------------------------------------------------
COMPANY/INDEX NAME 10/03/00 10/31/00 11/30/00 12/31/00
-------------------------------------------------------------------------------------------------

Dun & Bradstreet.................................... $100 $118.49 $127.05 $141.78
-------------------------------------------------------------------------------------------------
S&P MidCap 400...................................... $100 $ 99.56 $ 92.05 $ 99.09
-------------------------------------------------------------------------------------------------
S&P MidCap Commercial Services -- Specialized
Index.............................................. $100 $101.30 $102.81 $105.59
-------------------------------------------------------------------------------------------------

In accordance with SEC rules, the above graph compares the Company's
cumulative total shareholder return against the cumulative total return of the
Standard & Poor's MidCap 400 Index and a published industry index starting on
October 3, 2000, the date on which the Company's Common Stock commenced
regular-way trading on the New York Stock Exchange after the September 30, 2000,
Spin-Off. The S&P MidCap Commercial Services -- Specialized Index was chosen as
the published industry index because it is a subset of the S&P MidCap 400 Index
that includes companies that provide business-to-business services.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

Upon the recommendation of the Audit Committee, the Board of Directors of
Dun & Bradstreet has selected PricewaterhouseCoopers LLP as independent
accountants to audit the consolidated financial statements of the Company for
the year 2001. In accordance with a resolution of the Board of Directors, this
selection is being presented to the shareholders for ratification.

PricewaterhouseCoopers LLP acted as independent accountants for the year
2000. In connection with its audit of the consolidated financial statements of
the Company, PricewaterhouseCoopers LLP also audited the

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13

financial statements of various benefit plans of the Company, reviewed certain
filings with the SEC, and performed certain non-audit services. Fees for these
services are described below.

A representative of PricewaterhouseCoopers LLP is expected to be present at
the meeting. Such representative will have the opportunity to make a statement,
if he or she so desires, and is expected to be available to respond to
questions.

If the proposal to ratify the selection of PricewaterhouseCoopers LLP is
not approved by shareholders, or if, prior to the 2002 Annual Meeting,
PricewaterhouseCoopers LLP ceases to act as the Company's independent
accountants, or if the Board of Directors removes PricewaterhouseCoopers LLP as
the Company's independent accountants, then the Board will appoint other
independent accountants whose engagement for any period subsequent to the 2002
Annual Meeting will be subject to ratification by shareholders at that meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

FEES PAID TO INDEPENDENT ACCOUNTANTS

AUDIT FEES

For the portion of the fiscal year 2000 since the Spin-Off on September 30,
2000 (the "post-Spin-Off period"), the aggregate fees incurred by the Company
for professional services rendered by PricewaterhouseCoopers LLP for the audit
of the Company's financial statements for fiscal year 2000 and the review of the
financial statements included in the Company's Form 10-Q for the third quarter
of fiscal year 2000 was $1,630,000 (of which $430,000 was billed as of December
31, 2000). (For the period between January 1, 2000, and September 30, 2000 (the
"pre-Spin-Off period"), the aggregate fees incurred by Old D&B for professional
services rendered and billed by PricewaterhouseCoopers LLP for the reviews of
the financial statements included in Old D&B's Form 10-Q's filed during such
period and other audit related accounting consultations, was $305,000).

ALL OTHER FEES

For the post-Spin-Off period, the aggregate fees billed by
PricewaterhouseCoopers LLP for all other services rendered to the Company was
$655,000. For the pre-Spin-Off period, the aggregate fees for such services
rendered to Old D&B were $7,640,000. In accordance with rules adopted by the
SEC, "All Other Fees" include amounts incurred in connection with: (i) the
Spin-Off, including the audit of standalone financial statements for each of
Moody's Corporation and the Company, tax and accounting consultations,
assistance with reorganizations of international operations, and reviews of SEC
filings ($357,000: post-Spin-Off period; $2,644,000: pre-Spin-Off period); (ii)
tax compliance and consultative services (other than those directly related to
the audit of the Company's income tax accrual) ($270,000: post-Spin-Off period;
$1,512,000: pre-Spin-Off period); (iii) other accounting consultative services
(other than those directly related to the audit of the Company) ($0:
post-Spin-Off period; $418,000: pre-Spin-Off period); (iv) process and control
improvement projects ($28,000: post-Spin-Off period; $2,844,000: pre-Spin-Off
period); (v) audits of employee benefit plans ($0: post-Spin-Off period;
$147,000: pre-Spin-Off period); and (vi) other services ($0 post-Spin-Off
period; $75,000: pre-Spin-Off period).

PROPOSALS NOS. 3, 4 AND 5

APPROVAL OF COMPANY COMPENSATION PLANS

The Board of Directors previously adopted: (i) The Dun & Bradstreet
Corporation Covered Employee Cash Incentive Plan (the "Cash Incentive Plan"),
which provides for annual performance-based bonuses to members of senior
management whose compensation may be subject to Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Tax Code"); (ii) The Dun & Bradstreet
Corporation 2000 Stock Incentive Plan (the "Stock Incentive Plan"), which
provides for grants of stock options and other equity-

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based awards to executive officers and other key employees; and (iii) The 2000
Dun & Bradstreet Corporation Nonemployee Directors' Stock Incentive Plan (the
"Directors' Stock Incentive Plan"), which provides for grants of stock options
and other equity-based awards to nonemployee directors.

Shareholder approval of the Cash Incentive Plan and the Stock Incentive
Plan will ensure that compensation awarded under these plans can qualify as tax
deductible "performance-based" compensation under Section 162(m) of the Tax
Code. In addition, shareholder ratification of the Stock Incentive Plan and the
Directors' Stock Incentive Plan is being sought as contemplated by the rules of
the New York Stock Exchange and because your Board believes that shareholders
should have the opportunity to vote on significant equity compensation programs
for directors and executive officers of the Company.

SUMMARY OF THE CASH INCENTIVE PLAN

The following summary of the Cash Incentive Plan is subject to the complete
terms of the plan, a copy of which is attached hereto as Appendix C and
incorporated herein by reference.

1. Eligible Employees and Maximum Award. The Compensation & Benefits
Committee of the Board of Directors (the "Committee") selects participants from
among the "Covered Employees" (as defined in Section 162(m) of the Tax Code) of
the Company and its subsidiaries who are in a position to have a material impact
on the results of the operations of the Company or its subsidiaries. Currently,
Mr. Loren is the only participant in the plan. Awards are payable in cash, and
the maximum award payable to any participant in any fiscal year is $3,000,000.
The maximum award was set above the Company's anticipated award levels for
executives because Section 162(m) regulations only allow "negative discretion"
in respect of this type of plan.

2. Administration. The Committee selects participants, determines the size
and terms of awards and the time when awards will be made and the performance
period to which they relate, establishes performance objectives and certifies
that such performance objectives are achieved, all in accordance with Section
162(m) of the Tax Code. The Committee also has the authority to interpret the
plan and to make any determinations that it deems necessary or desirable for its
administration. Members of the Committee are "outside directors" as defined in
the regulations under Section 162(m) of the Tax Code and may not participate in
the plan.

3. Performance Goals. A participant's award is 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 that is equal to 25% of the relevant performance period. The
performance goals, which must be objective, are 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,
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 or be relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee determines. To the degree
consistent with Section 162(m) of the Tax Code, the performance goals may be
calculated without regard to extraordinary items or accounting changes.

4. Payment. The Committee determines whether the applicable performance
goals have been met, and certifies and ascertains the amount of the cash award.
At the discretion of the Committee, the amount of the award actually paid may be
less than the amount determined by the applicable performance goal formula. The
award will be paid to a participant at a time determined by the Committee in its
sole discretion after the completion of the performance period.

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15

5. Change in Control. If a participant's employment is actually or
constructively terminated during a given performance period and a "Change in
Control" (as defined in the plan) shall have occurred within the 365 days
immediately preceding the date of such termination, then such participant will
receive, promptly after his or her termination date, an award for the affected
performance period as if the performance goals for such performance period had
been achieved at 100%.

6. Amendment. The Cash Incentive Plan may be amended or discontinued by
the Board of Directors or the Committee at any time.

7. Effectiveness. The Cash Incentive Plan was effective as of October 18,
2000. If the plan is not approved by shareholders at the 2001 Annual Meeting, no
awards will be granted thereafter; provided that bonus opportunities previously
awarded with respect to performance during fiscal year 2001 will remain payable
under the plan and continue to qualify as performance-based compensation under
Section 162(m) of the Tax Code.

8. Additional Information. The amounts that will be received by
participants under the Cash Incentive Plan are not yet determinable as awards
are at the discretion of the Committee and payments pursuant to such awards
depend on the extent to which established performance goals are met.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE CASH
INCENTIVE PLAN (PROPOSAL NO. 3).

SUMMARY OF THE STOCK INCENTIVE PLAN

The following summary of the Stock Incentive Plan is subject to the
complete terms of the plan, a copy of which is attached hereto as Appendix D and
incorporated herein by reference.

1. Eligible Participants. Key employees (but not members of the Committee
or any person who serves only as a director) of the Company and its affiliates
who are from time to time responsible for the management, growth and protection
of the business of the Company and its affiliates are eligible to participate in
the Stock Incentive Plan. Currently, approximately 850 employees participate.

2. Shares Subject to Plan; Maximum Award. The total number of shares that
may be awarded under the Stock Incentive Plan is 9,700,000. No more than 654,750
(or 6.75%) of these shares may be issued for "other stock-based awards" such as
restricted stock and other full-value awards as defined in the plan. The total
number of shares for which options and stock appreciation rights may be awarded
to any participant during a calendar year is 700,000. No awards may be granted
after October 18, 2010.

3. Administration. The Committee selects participants and the number of
options or other types of awards to be granted to each participant, and has the
authority to administer and interpret the Stock Incentive Plan. Members of the
Committee are "non-employee directors" within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and "outside
directors" within the meaning of Section 162(m) of the Tax Code. If the chief
executive officer of the Company is a member of the Board, the Board may
authorize him or her to grant awards of up to 200,000 shares in the aggregate
each year to participants who are not subject to the rules promulgated under
Section 16 of the Exchange Act; provided that the chief executive officer must
notify the Committee of any such grants.

4. Types of Awards. Stock options, stock appreciation rights ("SARs"),
limited stock appreciation rights ("LSARs") and other equity-based awards
(including, but not limited to, restricted stock) may be awarded under the Stock
Incentive Plan.

5. Stock Options. Options granted under the plan may be non-qualified,
incentive or other stock options for federal income tax purposes and will be
subject to the following terms and conditions:

A. Option Price; No Repricing. The option price or purchase price per
share of an option will be determined by the Committee, but may not be less
than 100% of the arithmetic mean of the high and low trading prices of the
Common Stock on the date of grant. As noted below in Section 10
(Amendments; No Repricing), repricing of options is expressly prohibited
unless approved by shareholders.

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16

B. Exercisability. An option will 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 of grant.

C. Payment. Payment in full for all shares purchased upon exercise of
an option must be made at the time of exercise in cash, in shares, or
partly in cash and partly in such shares.

D. Termination of Employment by Death or Disability. If a
participant's employment terminates by reason of death or disability after
the first anniversary of the date of grant of an option, the option shall
immediately vest in full and thereafter may be exercised during the five
years after the date of death or disability or the remaining stated term of
the option, whichever period is shorter.

E. Termination of Employment by Retirement. If a participant's
employment terminates by reason of retirement after the first anniversary
of the date of grant of an option, the option thereafter may be exercised
during the five years after the date of retirement or the remaining stated
term of the option, whichever period is shorter (the "Post-Retirement
Exercise Period"), but only to the extent such option was exercisable at
the time of retirement or becomes exercisable during such Post-Retirement
Exercise Period; provided that if the participant dies during the fourth
year after retirement, the Post-Retirement Exercise Period is extended
through the first anniversary of the date of death unless the option
expires earlier by its stated term.

F. Other Termination of Employment. If a participant's employment
terminates for any reason (other than death, disability or retirement after
the first anniversary of the date of grant), each option then held by the
participant may be exercised through the thirtieth day after the date of
such termination, but only to the extent such option was exercisable at the
time of termination. Notwithstanding the foregoing, the Committee may, in
its sole discretion, accelerate the vesting of options held by a
participant if such participant is terminated by the Company without
"cause" (as defined by the Committee).

6. Stock Appreciation Rights. A SAR entitles a participant to a payment
equal to the excess of the fair market value of a share of Common Stock on the
date on which the SAR is exercised over the exercise price of the SAR. The
exercise price will be determined by the Committee, but may not be less than
100% of the arithmetic mean of the high and low trading prices of the Common
Stock on the date of grant. SARs may be granted in tandem with stock options or
independently. The Committee may grant LSARs which are exercisable upon the
occurrence of specified events. 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 (e.g., tandem stock options) are not
exercisable while the LSARs are exercisable. The Committee's present policy is
to grant LSARs only to executive officers of the Company; SARs are granted in
limited instances to international participants where local tax laws treat the
granting or vesting of stock options, not the exercise, as a taxable event.

7. Other Stock-Based Awards. The Committee may grant awards of shares of
unrestricted or restricted Common Stock and awards that are valued in whole or
in part by reference to the fair market value of such shares. The terms and
conditions of these other equity-based awards may be set by the Committee, and
such awards may be granted in a manner intended to be deductible by the Company
under Section 162(m) of the Tax Code ("Performance-Based Awards"). Any such
Performance-Based Awards will be subject to the following additional terms and
conditions:

A. Maximum Individual Award. The maximum amount of a
Performance-Based Award to any participant for any calendar year shall be
$5,000,000. This maximum award has been set above the Company's anticipated
award levels for executives because Section 162(m) regulations allow only
"negative discretion" in respect of this type of plan.

B. Performance Goals. 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
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performance goal relates or, if less, the number of days that is equal to
25% 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. These criteria may relate to the
Company or one or more of its subsidiaries, 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 or be
relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee determines. To the degree consistent with
Section 162(m) of the Tax Code, the performance goals may be calculated
without regard to extraordinary items or accounting changes.

C. Payment. The Committee determines whether the applicable
performance goals have been met, and certifies and ascertains the amount of
the award. At the discretion of the Committee, the amount of the
Performance-Based Award actually paid may be less than the amount
determined by the applicable performance goal formula. The amount payable
in respect of an award shall be paid at such time as determined by the
Committee in its sole discretion after the end of such performance period;
provided that a participant may, to the extent permitted by the Committee
and consistent with the provisions of Section 162(m) of the Tax Code, elect
to defer payment of the award.

8. Transferability. Awards under the Stock Incentive Plan are not
transferable otherwise than by will or by the laws of descent or distribution,
except that the Committee may, in its discretion, authorize stock options to be
on terms that permit irrevocable transfer for no consideration by the
participant to: (i) any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, parent-in-law, child-in-law or sibling-in-law,
including adoptive relationships, of the participant ("Immediate Family
Members"); (ii) any trust for the exclusive benefit of the participant and/or
any Immediate Family Member; (iii) any entity owned solely by such persons; or
(iv) any other entity or person in respect of which such transfer would 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. In addition, the Committee in its
sole discretion may waive the non-transferability provisions of the Stock
Incentive Plan to the extent that such provisions are not required under any
law, rule or regulation applicable to the Company.

9. Changes in Capital and Other Events. In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of stock or other corporate exchange, or any distribution to
shareholders other than regular cash dividends or any transaction similar to the
foregoing, the Committee shall make such substitution or adjustment, if any, as
it, in its sole discretion, deems equitable. In the event of a "Change in
Control" (as defined in the Stock Incentive Plan), awards granted under the plan
shall accelerate as follows: (i) each stock option and SAR shall become
immediately vested and exercisable, subject to the right of the Committee to
make adjustments in certain circumstances; (ii) restrictions on restricted
shares shall lapse; and (iii) other stock-based awards shall become payable as
if targets for the current period were satisfied at 100%.

10. Amendments; No Repricing. The Stock Incentive Plan may be amended by
the Board of Directors or the Committee, except that, without the approval of
shareholders, the Board may not, except upon a change in capital or other event
described in paragraph 9 above: (i) increase the total number of shares reserved
or change the maximum number of shares that may be granted to any participant;
or (ii) approve actions that result in any option being repriced either by
lowering the option price of any outstanding option or granting a replacement
option with a lower option price.

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11. Consideration. Consideration for the issuance of shares under the plan
upon exercise of a stock option will consist of the payment of the option price.

12. Effectiveness. The plan shall be effective as of October 18, 2000,
subject to ratification by shareholders at the 2001 Annual Meeting. If the Stock
Incentive Plan is not so ratified by shareholders, no further awards will be
granted under the plan.

13. Federal Income Tax Consequences. The following is a brief discussion
of certain federal income tax consequences relevant to participants and the
Company. It is not intended to be a complete description of all possible tax
consequences with respect to awards granted under the Stock Incentive Plan.

A. Non-Qualified Stock Options. A participant who is granted a
non-qualified option will not recognize income at the time the option is
granted. Upon the exercise of the option, however, the difference between
the market value of the stock on the date of exercise and the option price
will be treated as ordinary income to the participant, and the Company will
generally be entitled to an income tax deduction in the same year in an
amount measured by the amount of ordinary income taxable to the
participant. The participant will be entitled to a cost basis for the stock
for income tax purposes equal to the amount paid for the stock plus the
amount of ordinary income taxable at the time of exercise. Upon a
subsequent sale of such stock, the participant will recognize short-term or
long-term capital gain or loss, depending upon his or her holding period
for such stock.

B. Incentive Stock Options. A participant who is granted an incentive
stock option satisfying the requirements of the Tax Code will not recognize
income at the time the option is granted or exercised. The excess of the
fair market value over the option exercise price is, however, included in
determining the participant's alternative minimum tax as of the date of
exercise. If the participant does not dispose of shares received upon
exercise of the option less than one year after exercise or two years after
grant of the option (the "Holding Period"), upon the disposition of such
shares the participant will recognize long-term capital gain or loss based
on the difference between the option exercise price and the fair market
value of shares on the date of disposition. In such event, the Company is
not entitled to a deduction for income tax purposes in connection with the
exercise of the option. If the participant disposes of the shares received
upon exercise of the incentive stock option without satisfying the Holding
Period requirement, the participant must generally recognize ordinary
income equal to the lesser of: (i) the fair market value of the shares at
the date of exercise of the option over the exercise price; or (ii) the
amount realized upon the disposition of such shares over the exercise
price. Any further appreciation, if any, is taxed as short-term or
long-term capital gain, depending on the participant's holding period. In
such event, the Company would be entitled to an income tax deduction in the
same year in an amount measured by the amount of ordinary income taxable to
the participant.

C. Stock Appreciation Rights. Upon exercise of a SAR, a participant
will recognize taxable income in the amount of the aggregate cash received.
The Company will be entitled to an income tax deduction in the amount of
such income recognized by the participant.

D. Other Stock-Based Awards. A participant who is granted a
stock-based award other than an option or a SAR will generally recognize,
in the year of grant, ordinary income equal to the fair market value of the
property received. If such other stock-based award is subject to
restrictions, the participant will not recognize ordinary income until the
restrictions lapse, unless the participant makes an election pursuant to
Section 83(b) of the Tax Code. The Company would be entitled to an income
tax deduction in the same year in an amount measured by the amount of
ordinary income taxable to the participant.

E. Section 162(m). The Stock Incentive Plan allows certain incentive
stock options, non-qualified options, stock appreciation rights and other
stock-based awards to be treated as qualified performance-based
compensation under Section 162(m) of the Tax Code. However, the Company
may, from time to time, award compensation that is not deductible under
Section 162(m) of the Tax Code.

14. Additional Information. The amounts that will be received by
participants under the Stock Incentive Plan are not yet determinable as awards
are at the discretion of the Committee. The numbers of shares subject to awards
that have been granted to date under the plan to each of the executive officers
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19

named in the Summary Compensation Table are set forth in the table entitled
"Option/SAR Grants in Last Fiscal Year," which follows the Summary Compensation
Table. The number of shares subject to options and restricted stock that have
been awarded to date to the following groups of individuals are set forth below
(only executive officers received tandem LSARs):

OPTIONS GRANTED RESTRICTED STOCK GRANTED
--------------- ------------------------

Executive Officers as a Group.................... 1,076,933 40,000
Non-Executive Officer Employee Group............. 2,519,600 0

The closing market price of Dun & Bradstreet Common Stock on February 28,
2001, was $25.10

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK
INCENTIVE PLAN (PROPOSAL NO. 4).

SUMMARY OF THE DIRECTORS' STOCK INCENTIVE PLAN

The following summary of the Directors' Stock Incentive Plan is subject to
the complete terms of the plan, a copy of which is attached hereto as Appendix E
and incorporated herein by reference.

1. Eligible Participants. 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 is eligible to participate in the Directors' Stock Incentive
Plan. There are currently four non-employee directors who are eligible to
participate in the plan.

2. Shares Subject to Plan. The total number of shares that may be issued
under the Directors' Stock Incentive Plan is 300,000. No more than 45,000 of
these shares may be issued for "other stock-based awards" such as restricted
stock.

3. Administration. The Directors' Stock Incentive Plan shall be
administered by the Board of Directors, which may delegate its duties and powers
in whole or in part to any subcommittee. The Board of Directors has the
authority to interpret the Directors' Stock Incentive Plan, establish, amend and
rescind any rules and regulations relating to the plan, and make any other
determinations that it deems necessary or desirable for the administration of
the plan.

4. Types of Awards. Stock options or other stock-based awards that are
valued in whole or in part by reference to, or are otherwise based on the fair
market value of, shares may be awarded under the Directors' Stock Incentive
Plan.

5. Stock Options. Options granted under the plan will be non-qualified
stock options for federal income tax purposes and will be subject to the
following terms and conditions:

A. Option Price; No Repricing. The option price will be determined by
the Board of Directors, but will not be less than 100% of the arithmetic
mean of the high and low trading prices of the Common Stock on the date of
grant. As noted below in Section 9 (Amendments; No Repricing), repricing of
options is expressly prohibited unless approved by shareholders.

B. Exercisability. Options will be exercisable at such time and upon
such terms and conditions as may be determined by the Board of Directors,
but in no event shall an option be exercisable more than ten years after
the date it is granted.

C. Payment. 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
in cash, in shares, or partly in cash and partly in shares.

D. Termination of Service by Death. If a participant's service with
the Company terminates by reason of death after the first anniversary date
on which options are granted, the options shall immediately vest in full
and thereafter be exercised during the shorter of the remaining term of the
options or five years after the date of death.

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20

E. Termination of Service by Disability or Retirement. If a
participant's service with the Company terminates by reason of disability
or retirement after the first anniversary date on which options are
granted, the unexercised vested options thereafter may be exercised during
the shorter of the remaining term of the options or five years after the
date of such termination of service. However, if a participant dies within
a period of five years after termination of service, the unexercised
portion of the options shall immediately vest in full and may thereafter be
exercised during the shorter of the remaining term of the options 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.

F. Other Termination of Service. If a participant's service with the
Company terminates by reason of disability or retirement prior to the first
anniversary date on which options are granted, then a prorata portion of
options shall immediately vest in full and may be exercised thereafter,
during the shorter of the remaining term of the options or five years after
the date of such termination of service. If a participant's service with
the Company terminates for any reason other than death, disability or
retirement, the unexercised vested portion of options shall terminate 30
days following such termination of service.

6. Other Stock-Based Awards. Other stock-based awards may be granted
alone or in addition to any other awards granted under the Directors' Stock
Incentive Plan. Subject to the provisions of the plan, the Board of Directors
shall determine to whom and when stock awards will be made; the number of shares
to be awarded; whether such awards shall be settled in cash, shares or a
combination of cash and shares; and all other terms and conditions of such
awards. An amount not in excess of 15% of the total number of shares reserved
and available for distribution under the Directors' Stock Incentive Plan may be
issued as other stock-based awards.

7. Transferability. Options shall not be transferable by the participant
otherwise than by will or by the laws of descent and distribution and during the
lifetime of the participant an option shall be exercisable only by the
participant. The Board of Directors may, in its discretion, authorize all or a
portion of the options previously granted or to be granted to a participant to
be on terms that permit irrevocable transfer for no consideration by such
participant to any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, of the participant, to trusts for the exclusive benefit of these
persons, and to any other entity owned solely by these persons. The Board of
Directors 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.

8. Changes in Capital and Other Events. In the event of any change in the
outstanding shares by reason of any share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination or exchange of
shares or other corporate exchange, or any distribution to stockholders of
shares other than regular cash dividends or any transaction similar to the
foregoing, the Board of Directors in its sole discretion and without liability
to any person may make such substitution or adjustment, if any, as it deems to
be equitable. In the event of a "Change in Control" as defined in the Directors'
Stock Incentive Plan, all restrictions on shares of restricted stock shall
lapse, all options shall vest and become exercisable, and the Board of Directors
may make provision for a cash payment to the holder of an outstanding award in
consideration for the cancellation of such award.

9. Amendments; No Repricing. The Board of Directors may amend, alter or
discontinue the Directors' Stock Incentive Plan, but no amendment, alteration or
discontinuation shall be made, that, without the approval of shareholders, would
increase the total number of shares reserved for the purposes of the plan or
result in any option being repriced either by lowering the option price of any
outstanding option or by canceling an outstanding option and granting a
replacement option with a lower option price.

10. Consideration. Consideration for the issuance of shares under the plan
upon exercise of a stock option will consist of the payment of the option price.

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11. Effectiveness. The plan shall be effective as of October 18, 2000,
subject to ratification by shareholders at the 2001 Annual Meeting. If the
Directors' Stock Incentive Plan is not so ratified by shareholders, no further
awards will be granted under the plan.

12. Federal Income Tax Consequences. The following is a brief discussion
of certain federal income tax consequences relevant to participants and the
Company. It is not intended to be a complete description of all possible tax
consequences with respect to awards granted under the Directors' Stock Incentive
Plan.

B. Other Stock-Based Awards. A participant who is granted a
stock-based award other than an option will generally recognize, in the
year of grant, ordinary income equal to the fair market value of the
property received. If such other stock-based award is subject to
restrictions, the participant will not recognize ordinary income until the
restrictions lapse, unless the participant makes an election pursuant to
Section 83(b) of the Tax Code. The Company would be entitled to an income
tax deduction in the same year in an amount measured by the amount of
ordinary income taxable to the participant.

13. Additional Information. The nominal value of awards that will be
received by participants under the Directors' Stock Incentive Plan are described
in the section entitled "Compensation of Directors" on page 28 of this Proxy
Statement. The number of shares of Common Stock subject to options and the
number of restricted stock units that have been awarded to date under the
Directors' Stock Incentive Plan are set forth below:

OPTIONS GRANTED RESTRICTED STOCK UNITS GRANTED
--------------- ------------------------------

Non-Executive Directors as a Group................... 28,860 4,037
Nominees for Election as a Director (included in
grants to Non-Executive Directors referred to
above)
Victor A. Pelson................................... 7,215 1,210
Allan Z. Loren..................................... 0 0

The closing market price of Dun & Bradstreet Common Stock on February 28,
2001, was $25.10.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE DIRECTORS'
STOCK INCENTIVE PLAN (PROPOSAL NO. 5).

PROPOSAL NO. 6

SHAREHOLDER PROPOSAL ON IMPLEMENTATION
OF THE MACBRIDE PRINCIPLES

The Comptroller of the City of New York, 1 Centre Street, New York, New
York 10007, on behalf of the New York City Teachers' Retirement System, the New
York City Fire Dept. Pension Fund Art. 1B, and the New York City Police Pension
Fund Art. 2, claiming beneficial ownership of 88,899, 621,210 and 51,809 shares,
respectively, together with five co-proponents, submitted the proposal set forth
below. The names, addresses and shareholdings of the co-proponents will be
furnished upon request made to the Corporate Secretary of the Company.

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SHAREHOLDER PROPOSAL

WHEREAS, The Dun & Bradstreet Corp. operates a wholly-owned subsidiary in
Northern Ireland,

WHEREAS, for the securing of a lasting peace in Northern Ireland encourages
us to promote means for establishing justice and equality;

WHEREAS, employment discrimination in Northern Ireland has been cited by
the International Commission of Jurists as one of the major causes of sectarian
strife in that country:

WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace Laureate, has proposed several equal opportunity employment principles to
serve as guidelines for corporations in Northern Ireland. These include:

1. Increasing the representation of individuals from under-represented
religious groups in the workforce, including managerial, supervisory,
administrative, clerical and technical jobs.

2. Adequate security for the protection of minority employees both at the
workplace and while traveling to and from work.

3. The banning of provocative religious or political emblems from the
workplace.

4. All job openings should be publicly advertised and special recruitment
efforts should be made to attract applicants from under-represented religious
groups.

5. Layoff, recall, and termination procedures should not, in practice favor
particular religious groupings.

6. The abolition of job reservations, apprenticeship restrictions, and
differential employment criteria, which discriminate on the basis of religion or
ethnic origin.

7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including the expansion
of existing programs and the creation of new programs to train, upgrade, and
improve the skills of minority employees.

8. The establishment of procedures to assess, identify and actively recruit
minority employees with potential for further advancement.

9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of timetables to carry
out affirmative action principles.

RESOLVED, Shareholders request the Board of Directors to:

1. Make all possible lawful efforts to implement and/or increase activity
on each of the nine MacBride Principles.

SUPPORTING STATEMENT

We believe that our company benefits by hiring from the widest available
talent pool. An employee's ability to do the job should be the primary
consideration in hiring and promotion decisions.

Implementation of the MacBride Principles by The Dun & Bradstreet Corp.
will demonstrate its concern for human rights and equality of opportunity in its
international operations.

Please vote your proxy FOR these concerns.

OPPOSING STATEMENT OF THE BOARD OF DIRECTORS

In its statements opposing the adoption of identical shareholder proposals
presented at the 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1998,
1999 and 2000 Annual Meetings of Shareholders, the Board of Directors of the
Company and its predecessor parents confirmed the Company's long-standing
commitment to equal opportunity in employment and pointed to the Company's firm
policy that employment opportunities be extended to applicants and employees on
an equal basis, regardless of an individual's race, creed, color,

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national origin, religion, age, sex or handicap. We confirm that this commitment
and policy have not changed over the past year and that they are strongly
supported by your Board of Directors.

The Company's presence in Northern Ireland is limited to a small branch
office of Dun & Bradstreet Limited (Irl.) ("D&B Ireland"), which is located in
Bangor, Co. Down, and employs 18 people. This office adheres to the standards of
the Fair Employment (Northern Ireland) Act of 1989 (the "Act") and to the
Company's own policy of equal employment opportunity. In April 1992, D&B Ireland
registered with the Fair Employment Commission as required by the Act. None of
the Company, D&B Ireland, or, to the Company's knowledge, the appropriate
governmental agencies in Northern Ireland, has ever received any complaint of
religious or political discrimination with respect to the operations of D&B
Ireland, and the Company is satisfied that the employment practices adopted by
the Bangor office are fair and non-discriminatory.

The objective of both the MacBride Principles and the Act is to eliminate
employment discrimination in Northern Ireland. The Company wholeheartedly
supports this objective. However, by adopting the MacBride Principles, the
Company would be accountable to two sets of similar, but not identical, fair
employment guidelines. This would be neither necessary nor desirable,
particularly in view of the Company's own internal policies and practices with
respect to the promotion of fair and equal employment opportunities.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

REPORT OF THE COMPENSATION & BENEFITS COMMITTEE

OVERVIEW OF EXECUTIVE COMPENSATION PHILOSOPHY AND PROGRAM

The Compensation & Benefits Committee has overall responsibility for
establishing the compensation of the Company's key executives, including its
chairman, chief executive officer and president. The Committee consists entirely
of independent, nonemployee directors and meets regularly to review and
administer the executive compensation program to ensure that it continues to
support the business goals of the Company.

The Company's 2000 executive compensation program was designed to:

- Attract, motivate and retain top leadership by providing a total
compensation opportunity that was competitive with the Company's market
for executive talent; and

- Strengthen the relationship between pay and Company performance and the
alignment of executive and shareholder interests.

To meet these objectives, the Committee considered both quantitative and
qualitative factors in making pay decisions for executive officers of the
Company. These factors ranged from the Committee's consideration of competitive
pay practices to its review of business results and judgment of individual
performance.

In conjunction with the September 2000 Spin-Off, the Company determined to
maintain the executive compensation program of Old D&B for the balance of fiscal
year 2000. This executive compensation program consisted of the following three
components:

- Base Salaries. In setting base salaries of executive officers, a variety
of factors were considered including: individual performance,
competencies, skills and prior experience; scope of responsibility and
accountability within the organization; and pay levels in the
compensation comparison group (i.e., a select group of companies that
provide business information and technology services).

- Annual Cash Incentives. Through annual cash incentives, a significant
portion of total 2000 cash compensation was "at risk" and paid based on
performance against predetermined annual goals. These goals, or
performance measures, were set early in the year after a detailed review
by the Board of Directors of the annual operating budget. Minimum and
target levels of performance were established for each performance goal.
Under this program, a full bonus is earned for a measure if the target is
achieved. Achievement below the target results in a smaller bonus for
that measure; achievement

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above the target yields a larger bonus. No bonus is earned for a
performance below the minimum level. The performance measures for 2000
were apportioned into two key categories: 90% was apportioned to
financial goals such as earnings per share ("EPS"), business unit
operating income, revenue growth, cash flow, or other appropriate
financial objectives; and 10% was apportioned to improvement in the
employee satisfaction index as measured by the Company's Business
Effectiveness Survey. The Business Effectiveness Survey measures employee
perspectives in a number of important areas such as leadership, strategy
and work environment.

- Long-term Incentives. Approximately half of the total compensation
opportunity awarded in 2000 to executive officers was equity-based (stock
options) and was delivered through the long-term incentive program. This
emphasis on equity compensation reflects the Committee's view that there
should be a close alignment between executive rewards and shareholder
value creation.

In addition to the annual longer-term incentive awards, at times the
Committee granted special equity-based awards to address specific recruitment,
retention or business issues.

COMPANY PERFORMANCE

In linking executive pay to performance, the Committee believed that the
most important measure of Company performance is the increase in long-term
shareholder value, attained through improvements in EPS, operating income and
revenue growth. The Committee also established goals linked to qualitative
strategic, team, and individual measures that it believed were critical in
increasing the longer-term value of the Company to its shareholders.

In evaluating executive performance for 2000, the Committee considered the
performance of Old D&B prior to the Spin-Off as well as the performance of the
Company after the Spin-Off. The Committee believed this approach to be
appropriate since a majority of the senior executives of Old D&B remained with
the Company after the Spin-Off.

In 2000, overall Company results (on a continuing operations basis and
excluding one-time items) were above target as evidenced by the following:

- EPS growth of 20.0%, which was above target;

- Operating income growth of 20.7%, which was also above target;

- Revenue growth of 4.3% (before the effect of foreign exchange), in line
with the yearly goal; and

- Operating cash flow results of $255.2 million, which was above target.

In addition, the Company's employee satisfaction index as measured by the
Business Effectiveness Survey improved 9%, which was above the improvement goal
set by the Old D&B Committee.

Based on these results, the Committee approved the 2000 compensation awards
for executive officers shown in the Summary Compensation Table that follows this
report.

COMPENSATION OF THE CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

The determination of Allan Z. Loren's compensation, as reflected in his
employment agreement, was based on a consideration of competitive pay practices
and the recruitment needs of the Company.

Total Cash Compensation. Effective May 30, 2000, Allan Z. Loren was hired
as the chairman and chief executive officer of the D&B operating company (which
became the Company in the Spin-Off). Mr. Loren's employment agreement provided
for an initial annual salary of $700,000 and a sign-on bonus of $1,160,400
payable as follows: $460,400 in January 2001 and $700,000 in January 2002. His
employment agreement also provided for a maximum annual cash incentive
opportunity of 100% of base salary, or $700,000. Mr. Loren's maximum annual cash
incentive opportunity was apportioned 100% to earnings above the stated target
for the D&B operating company for the second half of 2000. Based on performance
against this criteria, Mr. Loren was awarded a bonus of $367,500, which reflects
performance 10.5% above target.

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25

Long-term Compensation. Approximately 75% of Mr. Loren's 2000 target total
compensation (i.e., base salary plus annual cash incentive opportunity and the
value of long-term grants) consisted of equity-based awards. Mr. Loren was
issued two separate long-term equity grants in 2000: the first grant, made upon
hire on May 30, 2000, consisted of 500,000 stock options and 75,000 shares of
restricted stock in Old D&B; the second grant of 237,133 stock options in the
Company was approved by the Committee on December 4, 2000, after consideration
of performance and pay positioning versus the Company's compensation comparison
group.

Effect of the Spin-Off on Long-term Compensation. As a result of the
Spin-Off, Mr. Loren's May 30, 2000, grants of stock options and restricted stock
in Old D&B were replaced with grants of 1,012,867 stock options and 151,930
shares of restricted stock in the Company. The replacement method approved by
the Board of Directors was designed to preserve the aggregate value of the
long-term grants as calculated immediately before the Spin-Off.

TAX DEDUCTIBILITY

Section 162(m) of the U.S. Internal Revenue Code limits the deductibility
of compensation in excess of $1 million paid to the Company's chairman, chief
executive officer and president or to any of the Company's four highest-paid
other executive officers unless certain specific and detailed criteria are
satisfied. The Committee considers the anticipated tax treatment to the Company
and its executive officers in its review and establishment of compensation
programs and payments, but has determined that it will not necessarily seek to
limit compensation to that deductible under Section 162(m).

COMPENSATION & BENEFITS COMMITTEE

Ronald L. Kuehn, Jr., Chairman
Victor A. Pelson
Michael R. Quinlan

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SUMMARY COMPENSATION TABLE(1)

LONG-TERM COMPENSATION
-----------------------------------
AWARDS
ANNUAL COMPENSATION ----------------------- PAYOUTS
-------------------------------- SECURITIES ---------
OTHER RESTRICTED UNDERLYING LONG-TERM
ANNUAL STOCK OPTIONS/ INCENTIVE ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(2) ($)(3) ($)(4) (#)(5) ($)(6) ($)(7)
--------------------------- ---- ------- ------- ------------ ---------- ---------- --------- ------------

Allan Z. Loren,............... 2000 413,194 827,900 284,962 2,282,813 1,250,000 0 8,292
Chairman, Chief Executive
Officer & President(8)
Frank S. Sowinski............. 2000 540,000 601,300 0 0 0 167,214 17,267
Senior Vice President, 1999 447,708 111,014 0 0 83,200 156,168 29,235
Marketing(9)
Andre Dahan................... 2000 535,000 551,120 0 0 88,600 4,762 15,383
Senior Vice President, 1999 506,667 86,156 0 0 66,800 147,008 22,607
Electronic Commerce
Chester J. Geveda, Jr......... 2000 410,000 388,693 0 0 46,800 89,078 10,864
Vice President & Controller, 1999 280,000 62,659 0 0 35,500 83,564 13,403
Acting Chief Financial
Officer
Peter J. Ross................. 2000 310,000 275,310 0 0 60,000 90,576 7,163
Senior Vice President, 1999 244,000 59,548 0 0 38,800 102,249 11,628
Human Resources

---------------
(1) Reflects compensation awarded or earned during 2000 and 1999, which includes
periods prior to the Spin-Off.

(2) The bonus amounts shown were earned with respect to each year indicated and
paid in the following year. Mr. Loren's bonus amount also includes the 2001
installment of his sign-on bonus of $460,400.

(3) The amounts shown for Mr. Loren include: personal use of automobile, $7,235;
temporary housing and relocation allowance, $149,565; and taxes, $128,162.

(4) Amounts shown represent the dollar value of restricted stock on the date of
grant. On May 30, 2000, Mr. Loren was granted 75,000 shares of restricted
Common Stock of Old D&B. In connection with the Spin-Off, these shares were
replaced with 151,930 shares of restricted Common Stock of the Company. Mr.
Loren's restricted stock will vest in full on May 30, 2003. The number and
value of the aggregate restricted stock holdings of the named executive
officers at December 29, 2000 were: Messrs. Sowinski, Dahan, Ross and
Geveda, none; Mr. Loren, 151,930 shares ($3,931,189). The terms of grant
provide for the payment of dividends at the same rate established from time
to time for the Common Stock. The Company does not currently anticipate
paying dividends on its Common Stock.

(5) Amounts shown represent the number of non-qualified stock options granted
each year. Except for the May 30, 2000, grant to Mr. Loren described below,
only newly issued option grants made by the Company during 2000 are included
in the Summary Compensation Table. In addition to the options listed in the
table, "Substitute Options" were issued in replacement of Old D&B options
that were canceled as of the Spin-Off date. See footnote (3) to the table
labeled "Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values" for a description of these Substitute Options.
With regard to Mr. Loren, on May 30, 2000, Mr. Loren was granted an option
to purchase 500,000 shares of Old D&B Common Stock in accordance with his
employment agreement dated May 15, 2000. In connection with the Spin-Off,
this option was converted into an option to purchase 1,012,867 shares of
Common Stock of the Company, which amount is included in the total amount
for Mr. Loren. Amounts shown for 1999 represent the original number of Old
D&B options granted in that year. These shares are among the Old D&B options
that were canceled and replaced with Substitute Options. Limited SARs are
granted in tandem with all options awarded to executive officers.

(6) The amounts shown represent the dollar value of shares of Old D&B Common
Stock granted by Old D&B in February 2000 and February 1999, respectively,
based on the achievement of cumulative 1998-1999 and 1997-1998 performance
goals, respectively.

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(7) Amounts shown represent aggregate annual Company contributions for the
account of each named executive officer under the Dun & Bradstreet Profit
Participation Plan ("PPP") and the Profit Participation Benefit Equalization
Plan ("PPBEP"), which plans are open to substantially all employees of the
Company and certain subsidiaries. The PPP is a tax-qualified defined
contribution plan and the PPBEP is a non-qualified plan that provides
benefits to participants in the PPP equal to the amount of Company
contributions that would have been made to the participants' PPP accounts
but for certain federal tax laws.

(8) The salary and bonus for Mr. Loren represent the amount earned from his date
of employment, May 30, 2000.

(9) Mr. Sowinski will resign from all positions with the Company effective April
4, 2001 and will be entitled to certain benefits under his severance
arrangement, which is described on pages 27-28 of this Proxy Statement.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/ SARS EXERCISE
OPTIONS/ SARS GRANTED TO OR BASE GRANT DATE
GRANTED EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME(1) (#)(2) FISCAL YEAR ($/SHARE) DATE ($)(3)
------- ------------- ------------- --------- ---------- -------------

Allan Z. Loren............... 237,133 7.42% 23.7188 12/04/10 1,993,814
Andre Dahan.................. 88,600 2.77% 23.7188 12/04/10 841,168
Chester J. Geveda, Jr........ 46,800 1.46% 23.7188 12/04/10 444,319
Peter J. Ross................ 60,000 1.88% 23.7188 12/04/10 569,640

---------------
(1) Mr. Sowinski did not receive any option grants during 2000.

(2) All options (other than those granted to Mr. Loren) become exercisable in
three equal annual installments commencing on December 4, 2003, the third
anniversary of the grant. Mr. Loren's option that expires on December 4,
2010, becomes fully exercisable on May 30, 2003. In addition to the options
listed in the table, on May 30, 2000, Old D&B granted Mr. Loren an option to
purchase 500,000 shares of Old D&B Common Stock, which at the time of the
Spin-Off was replaced with an option to purchase 1,012,867 shares of Common
Stock of the Company. This grant represented 38.7% of the total number of
Old D&B options granted to Old D&B employees in 2000 prior to the Spin-Off.
This option has an exercise price of $15.0563 after adjustment into Company
options in connection with the Spin-Off, expires on May 30, 2010 and becomes
fully exercisable on May 30, 2003. This option has a grant date present
value of $4,173,000, which is based on the Black-Scholes option valuation
model, which makes the following assumptions: an expected stock-price
volatility factor of 30%; a risk-free rate of return of 6.65%; a dividend
yield of 2.4%; and a weighted average exercise date of four years from date
of grant.

All option grants were made in tandem with Limited SARs. Limited SARs are
exercisable only if and to the extent that the related option is
exercisable, and are exercisable only during the 30-day period following the
acquisition of at least 20% of the outstanding Company Common Stock pursuant
to a tender or exchange offer not made by the Company. Each Limited SAR
permits the holder to receive cash equal to the excess over the related
option exercise price of the highest price paid pursuant to a tender or
exchange offer for Company Common Stock that is in effect at any time during
the 60 days preceding the date upon which the Limited SAR is exercised.
Limited SARs can be exercised regardless of whether the Company supports or
opposes the offer.

(3) Grant date present value is based on the Black-Scholes option valuation
model, which makes the following assumptions for the grants expiring on
December 4, 2010: an expected stock-price volatility factor of 35%; a
risk-free rate of return of 5.49% for Mr. Loren and 5.47% for the remaining
executives; a dividend yield of 0.0%; and a weighted average exercise date
of four years from the date of grant for Mr. Loren and five years from date
of grant for the remaining executives. The Black-Scholes assumptions set
forth in this Proxy Statement may or may not be fulfilled. The amounts shown
cannot be considered a

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prediction of future value. In addition, the options will gain value only to
the extent the stock price exceeds the option exercise price during the life
of the option.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/
SHARES OPTIONS/ SARS AT FISCAL SARS AT FISCAL
ACQUIRED ON VALUE YEAR-END(#) YEAR-END($)(2)(3)
EXERCISE REALIZED --------------------------- ---------------------------
{NAME} (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------ ----------- -------- ----------- ------------- ----------- -------------

Allan Z. Loren New Options......... 0 0 0 237,133 0 511,306
Substitute
Options............. 0 0 0 1,012,867 0 10,957,904
Frank S. Sowinski New Options......... 0 0 0 0 0 0
Substitute
Options............. 3,554 50,492 60,485 77,368 892,136 890,413
Andre Dahan New Options......... 0 0 0 88,600 0 191,039
Substitute
Options............. 0 0 24,390 79,620 308,083 939,231
Chester J. Geveda, Jr. New Options......... 0 0 0 46,800 0 100,910
Substitute
Options............. 3,390 55,748 53,657 40,987 797,867 481,514
Peter J. Ross New Options......... 0 0 0 60,000 0 129,372
Substitute
Options............. 6,065 100,950 59,264 38,734 889,237 445,768

---------------
(1) Amounts shown represent the value realized upon the exercise of options
during 2000, which equals the difference between the exercise price of the
options and the average of the high and low market price of the underlying
Common Stock on the exercise date. With the exception of Mr. Geveda, all
option exercises occurred after the Spin-Off. Mr. Geveda's exercise occurred
prior to the Spin-Off, and the shares acquired and the value realized
reflect shares of Old D&B.

(2) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price of the
underlying Common Stock of $25.875 on December 29, 2000. Options are
in-the-money if the fair market value of the Common Stock exceeds the
exercise price of the option.

(3) "New Options" represent newly issued option grants made by the Company
during 2000. In connection with the Spin-Off, unexercised Old D&B options
held by the named executive officers, other than Mr. Loren, were adjusted to
comprise options to purchase Moody's Corporation Common Stock and separately
exercisable options to purchase Company Common Stock. Mr. Loren's Old D&B
options were converted solely into options to acquire Company Common Stock.
"Substitute Options" represent the separately exercisable options to
purchase Company Common Stock referred to in the prior two sentences. The
number and exercise price of the Substitute Options were determined based on
a formula designed to preserve the aggregate value of long-term grants as
calculated immediately before the Spin-Off. The vesting schedules and
expiration dates of the Substitute Options are identical to the Old D&B
options that were adjusted.

RETIREMENT BENEFITS

The following table sets forth the estimated aggregate annual benefits
payable under Dun & Bradstreet's Retirement Account Plan, Pension Benefit
Equalization Plan ("PBEP") and Supplemental Executive Benefit Plan ("SEBP") as
in effect during 2000 to persons in specified average final compensation and
credited service classifications upon retirement at age 65. Amounts shown in the
table include U.S. Social Security

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benefits that would be deducted in calculating benefits payable under these
plans. These aggregate annual retirement benefits do not increase as a result of
additional credited service after 20 years.

ESTIMATED AGGREGATE ANNUAL RETIREMENT BENEFIT
FINAL ASSUMING CREDITED SERVICE OF:
AVERAGE FINAL --------------------------------------------------------
COMPENSATION 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS
------------------------------------ -------- -------- -------- -------- --------

$ 350,000.......................... $ 70,000 $140,000 $175,000 $210,000 $210,000
400,000.......................... 80,000 160,000 200,000 240,000 240,000
450,000.......................... 90,000 180,000 225,000 270,000 270,000
500,000.......................... 100,000 200,000 250,000 300,000 300,000
550,000.......................... 110,000 220,000 275,000 330,000 330,000
600,000.......................... 120,000 240,000 300,000 360,000 360,000
650,000.......................... 130,000 260,000 325,000 390,000 390,000
750,000.......................... 150,000 300,000 375,000 450,000 450,000
850,000.......................... 170,000 340,000 425,000 510,000 510,000
950,000.......................... 190,000 380,000 475,000 570,000 570,000
1,000,000.......................... 200,000 400,000 500,000 600,000 600,000

The number of full years of credited service under the plans for Messrs.
Loren, Dahan, Sowinski, Geveda and Ross are 0, 3, 16, 26 and 15, respectively.

Compensation, for the purpose of determining retirement benefits, consists
of salary, wages, regular cash bonuses, commissions and overtime pay. Severance
pay, contingent payments and other forms of special remuneration are excluded.
Bonuses included in the Summary Compensation Table are normally not paid until
the year following the year in which they are accrued and expensed; therefore,
compensation for purposes of determining retirement benefits varies from the
Summary Compensation Table amounts in that bonuses expensed in the previous
year, but paid in the current year, are part of retirement compensation in the
current year, and current year's bonuses accrued and included in the Summary
Compensation Table are not.

For the reasons discussed above, compensation for determining retirement
benefits for the named executive officers differed by more than 10% from the
amounts shown in the Summary Compensation Table. 2000 compensation for purposes
of determining retirement benefits for Messrs. Loren, Dahan, Sowinski, Geveda
and Ross was $413,194, $621,156, $651,014, $472,659, and $369,548, respectively.

Average final compensation is defined as the highest average annual
compensation during five consecutive 12-month periods in the last ten
consecutive 12-month periods of the member's credited service. Members vest in
their accrued retirement benefit upon completion of five years of service. The
benefits shown in the table above are calculated on a straight-life annuity
basis.

The Retirement Account Plan, together with the PBEP, provides retirement
income based on a percentage of annual compensation. The percentage of
compensation allocated annually ranges from 3% to 12.5%, based on age and
credited service. Amounts allocated also receive interest credits based on
30-year Treasuries with a minimum compounded annual interest credit rate of 3%.

The SEBP provides retirement benefits in addition to the benefits provided
under the Retirement Account Plan and the PBEP. The SEBP has the effect of
increasing the retirement benefits under the Retirement Account Plan and the
PBEP to the amounts shown in the preceding table. The SEBP provides maximum
benefits after 20 years.

EMPLOYMENT, CHANGE-IN-CONTROL AND SEVERANCE ARRANGEMENTS

EMPLOYMENT ARRANGEMENTS

On May 15, 2000, Old D&B entered into an employment agreement with Mr.
Loren. The term of the agreement began on May 30, 2000, and ends on May 30,
2003, subject to extension upon mutual agreement by the parties. The employment
agreement was assigned to the Company in connection with the Spin-Off. The
employment agreement provides that Mr. Loren will serve as Chief Executive
Officer and Chairman of the

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Board of Directors of the Company (Mr. Loren was appointed President of the
Company on October 5, 2000). The employment agreement also provides for an
annual base salary of $700,000 and sign-on bonuses of $460,400 (paid in January
2001) and $700,000 (payable in January 2002). Mr. Loren is also entitled to an
annual bonus if certain performance criteria are attained. The employment
agreement provides that the maximum bonus for fiscal year 2000 and fiscal year
2001 will equal 100% of his annual base salary and is based on performance goals
in excess of estimated performance by the Company. The target bonus for fiscal
years 2002 and each fiscal year thereafter will equal 100% of his annual base
salary, with a maximum annual bonus of 200% of his annual base salary. Mr. Loren
received an annual bonus of $367,500 for fiscal year 2000. Upon the commencement
of his employment, Mr. Loren was granted a stock option to purchase 500,000
shares of Old D&B Common Stock and 75,000 shares of Old D&B restricted Common
Stock. As of the Spin-Off, this stock option was canceled and replaced with a
stock option to purchase 1,012,867 shares of Common Stock of the Company, and
the grant of restricted stock was canceled and replaced with a grant of 151,930
shares of restricted Common Stock of the Company. Subject to Mr. Loren's
continued employment, both the stock option and the restricted stock vest on May
30, 2003. However, if Mr. Loren is terminated by the Company without cause (as
defined in the employment agreement), terminates his employment for good reason
(as defined in the employment agreement), dies or becomes disabled, or a change
in control of the Company occurs, the stock option and the restricted stock will
immediately vest. In addition, if Mr. Loren's employment is terminated by the
Company without cause or Mr. Loren terminates his employment for good reason,
Mr. Loren will be entitled to continued payment of his annual base salary until
May 30, 2003, and, to the extent not previously paid, his sign-on bonuses and
his target bonuses for fiscal year 2002 and fiscal year 2003 (prorated for the
partial year), but in no event will Mr. Loren receive less than one year's
annual base salary plus $700,000.

On October 1, 1999, a subsidiary of Old D&B entered into an employment
agreement with Mr. Dahan. The term of the employment agreement began on October
1, 1999 and ends on October 1, 2001. The employment agreement was assigned to
the Company in connection with the Spin-Off. The employment agreement provides
that Mr. Dahan's annual base salary and annual target bonus will be not less
than $520,000 and $260,000, respectively, during the term of the employment
agreement. If, during the term of the employment agreement, Mr. Dahan's
employment is terminated other than as a result of disability, voluntary
resignation, for cause (as defined in the agreement) or following a change in
control (as defined in the agreement), Mr. Dahan will be entitled to a salary
continuation benefit of 200% of the sum of (i) his annual base salary in effect
at the time of termination and (ii) his annual target bonus opportunity under
the bonus plan in which he is participating at the time of termination. During
the salary continuation period, Mr. Dahan would also be entitled to continued
medical, dental and life insurance benefits. If Mr. Dahan's employment is
terminated due to disability, voluntary resignation or following a change in
control, he will be entitled to a prorated portion of the actual annual bonus
that he would have received had he remained employed through the end of the year
of such termination. Furthermore, upon termination other than as a result of his
unilateral resignation, Mr. Dahan would be entitled to an enhanced benefit under
the Company's Supplemental Executive Benefit Plan.

CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into agreements with the executive officers named
in the Summary Compensation Table above providing for certain benefits upon
actual or constructive termination of employment in the event of a change in
control of the Company. With respect to Messrs. Loren, Dahan, Sowinski and Ross,
if, following a change in control, the executive is terminated other than for
cause or by reason of death, disability or normal retirement, or the executive
terminates employment for "good reason" (generally, an unfavorable change in
employment status, compensation or benefits or a required relocation), the
executive shall be entitled to receive: (i) a lump sum payment equal to three
times the sum of salary plus annual target bonus then in effect; (ii)
continuation of welfare benefits and certain perquisites for three years; (iii)
retiree medical and life insurance benefits starting at age 55; (iv)
outplacement consulting in the amount of 20% of the sum of salary plus annual
target bonus then in effect, but not exceeding $100,000; (v) immediate vesting
of certain entitlements; (vi) a prorated annual target bonus for the year in
which the change in control occurs and a full target bonus for all other bonus
plans in effect at the time of termination; and (vii) payment
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of any excise taxes due in respect of the foregoing benefits. The agreement for
Mr. Geveda is substantially the same as those described above, except that: (1)
the lump sum payment is equal to two times the sum of salary plus bonus
opportunity; (2) welfare benefits and certain perquisites will continue for two
years; and (3) outplacement consulting will be in the amount of 15% of the sum
of salary plus guideline bonus opportunity, but not exceeding $50,000.

SEVERANCE ARRANGEMENTS

The Company has adopted an Executive Transition Plan ("ETP") that provides
severance benefits for the Company's Chief Executive Officer and other
designated executives. The ETP currently provides for the payment of severance
benefits if an eligible executive's employment terminates by reason of a
reduction in force, job elimination, unsatisfactory job performance (not
constituting cause) or a mutually agreed resignation. In the event of an
eligible termination, the executive will be paid 104 weeks of salary
continuation and (unless the executive's employment is terminated by the Company
for unsatisfactory performance) the executive's guideline annual bonus
opportunity for the year of termination, payment of which will be prorated
annually over a period equal to the number of weeks of salary continuation.
Salary continuation is payable at the times the executive's salary would have
been paid if employment had not terminated. In addition, the executive will
receive continued medical, dental and life insurance benefits during the salary
continuation period and will be entitled to such outplacement services during
the salary continuation period as are being provided by the Company. Except in
the case of a termination by the Company for unsatisfactory performance, the
executive also will receive: (i) a prorated portion of the actual bonus for the
year of termination that would have been payable to the executive under the
annual bonus plan in which the executive is participating; (ii) cash payments
equal in value to a prorated portion of any "performance-based awards" under the
Company's stock incentive plan, provided that the executive was employed for at
least half of the applicable performance period; and (iii) financial
planning/counseling services during the salary continuation period to the same
extent afforded immediately prior to the termination of employment. The ETP
gives the Company's Chief Executive Officer the discretion to reduce or increase
the benefits otherwise payable to, or otherwise modify the terms and conditions
applicable to, an eligible executive under the ETP, other than the Chief
Executive Officer; the Compensation & Benefits Committee of the Company has this
discretion with respect to the Chief Executive Officer.

Executive officers who do not participate in the ETP are eligible for
severance benefits under the Company's Career Transition Plan ("CTP"). The CTP
generally provides for the payment of benefits if an eligible executive's
employment terminates by reason of a reduction in force, job elimination,
unsatisfactory job performance (not constituting cause) or a mutually agreed
resignation. In the event of an eligible termination, an executive officer will
be paid 52 weeks of salary continuation (26 weeks if the executive is terminated
by the Company for unsatisfactory performance), payable at the times the
executive's salary would have been paid if employment had not terminated. For
this purpose, salary consists of the executive's annual base salary at the time
of termination. In addition, the executive will receive continued medical,
dental and life insurance benefits during the applicable salary continuation
period and will be entitled to such outplacement services during the salary
continuation period as are being provided by the Company. Except in the case of
a termination by the Company for unsatisfactory performance, the executive also
will receive: (i) a prorated portion of the actual bonus for the year of
termination that would have been payable to the executive under the annual bonus
plan in which the executive is participating, provided that the executive was
employed for at least six full months during the calendar year of termination;
(ii) cash payments equal in value to a prorated portion of any
"performance-based awards" under the Company's stock incentive plan, provided
that the executive was employed for at least half of the applicable performance
period; and (iii) financial planning/counseling services during the salary
continuation period to the same extent afforded immediately prior to termination
of employment. The CTP gives the Company's Chief Executive Officer the
discretion to reduce or increase the benefits otherwise payable to, or otherwise
modify the terms and conditions applicable to, an eligible executive under the
CTP.

Mr. Loren has waived participation in both the ETP and CTP, subject to the
provisions of his employment agreement with the Company described above. Mr.
Dahan has waived participation in the CTP,

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subject to the provisions of his employment agreement with the Company described
above. Mr. Sowinski had been designated as a participant in the ETP. Mr.
Sowinski will resign from all positions with the Company effective April 4,
2001, and will receive the benefits described in the first paragraph of this
section. All other executive officers named in the Summary Compensation Table
above currently participate in the CTP.

COMPENSATION OF DIRECTORS

Only non-employee directors receive compensation for serving on the Board.
Compensation in 2000 was delivered through a combination of equity awards and
cash, with equity representing approximately 65% of total targeted compensation.

2000 Compensation Program for Non-Employee Directors. In conjunction with
the Spin-Off, the Board of Directors determined to maintain the non-employee
director compensation program of Old D&B for the balance of the Company's fiscal
year 2000. The Board felt this was appropriate given that all non-employee
members of the Company's Board had previously served on the Board of Old D&B.
Pursuant to this program, the Company's non-employee directors received the
following compensation with respect to their service on the Company's Board
during 2000:

- A retainer of $6,250 (representing a prorata portion of Old D&B's $25,000
annual retainer);

- A Committee chair retainer of $1,000 (representing a prorata portion of
Old D&B's $4,000 annual chair retainer); and

- $1,000 for each Board or committee meeting attended.

In addition, pursuant to the Old D&B compensation program, the Company's
directors had received in December 1999 an award of 5,000 Old D&B stock options.
In connection with the Spin-Off, these options were canceled and replaced with
options to acquire 2,500 shares of the Company's Common Stock and 5,000 shares
of Moody's Corporation Common Stock.

In connection with the Spin-Off, the Board of the Company continued in
effect Old D&B's deferred compensation program for non-employee directors. Under
this plan, a non-employee director may elect to defer receipt of all or a
portion of the retainer and meeting fees until after termination of Board
service. Deferred amounts are credited to an account and receive the rate of
return earned by one or more investment options in the employee Profit
Participation Plan as selected by the director. Upon the occurrence of a change
in control of the Company: (i) a lump sum payment shall be made to each director
of the amount credited to the director's deferred account on the date of the
change in control; and (ii) the total amount credited to each director's
deferred account from the date of the change in control until the date such
director ceases to be a director shall be paid in a lump sum at that time. In
addition, any notice by a director to change or terminate an election to defer
retainers and fees given on or before the date of the change in control shall be
effective as of the date of the change in control rather than the end of the
calendar year.

2001 Director Compensation Program. Effective January 1, 2001, the Board
of Directors adopted a new non-employee director compensation program consisting
of equity-based awards and cash, with equity representing at least 75% of total
targeted compensation. Each non-employee director will receive an annual grant
of stock options with a nominal grant value (based on a Black-Scholes
methodology) of $50,000 and an annual retainer of $50,000. Half of the annual
retainer will be paid in restricted stock units (payable in shares of Common
Stock upon vesting) and the balance in cash. Committee chairpersons will receive
$5,000 annual cash retainers. Directors may elect to convert Committee
chairperson retainers and the cash portion of their annual retainers into
additional restricted stock units at a 10% conversion premium or defer such cash
amounts in the Deferred Compensation Plan described above.

No separate fees will be paid for attendance at Board or committee
meetings.

In addition, each new non-employee director will receive a one-time stock
option grant with a nominal value of $25,000 upon his or her appointment to the
Board.

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OTHER MATTERS

Dun & Bradstreet knows of no matters, other than those referred to herein,
that will be presented at the meeting. If, however, any other appropriate
business should properly be presented at the meeting, the persons named in the
enclosed form of proxy will vote the proxies in accordance with their best
judgment.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Shareholder proposals intended to be included in the Company's Proxy
Statement for the Annual Meeting of Shareholders in 2002 must be received by the
Company no later than November 14, 2001.

Under the Company's by-laws, a shareholder proposal for the 2002 Annual
Meeting of Shareholders that is not intended to be included in the Company's
Proxy Statement must be received by the Company no later than January 28, 2002.
Any such proposal must also comply with the other provisions contained in the
Company's by-laws relating to shareholder proposals.

March 14, 2001

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APPENDIX A

AUDIT COMMITTEE CHARTER

MEMBERSHIP AND MEETINGS

The Committee shall be comprised of not less than three nor more than seven
directors, as appointed by the Board.

Each member of the Committee is to have no relationship to the Corporation
that may interfere with the exercise of his or her independence from the
Corporation and the Corporation's management. The Committee will meet the
independence and experience requirements of The New York Stock Exchange, Inc.
("NYSE").

Meetings shall be held on a regularly-scheduled basis and additional
meetings shall be held as needed.

Meetings of the Committee should also be attended by representatives of the
Company's principal external auditors ("Independent Auditors"), the Chief
Financial Officer, the Controller, the Director of Internal Audit, the Chief
Legal Counsel and others as and when deemed appropriate by the Committee. The
Committee shall meet privately with such persons or groups, whenever the
Committee deems it appropriate.

FUNCTIONS

The Audit Committee's primary function is to assist the Board of Directors
in fulfilling its oversight responsibilities relating to financial information
that will be provided to the shareholders and others, the systems of internal
controls which management and the Board have established, and the audit process.
The Committee will fulfill its duties and responsibilities primarily by carrying
out the activities enumerated below.

DUTIES AND RESPONSIBILITIES

To fulfill its duties and responsibilities, the Committee shall undertake
the following:

FINANCIAL REPORTING

1. The Committee shall review with the Independent Auditors and internal
auditors, the adequacy of the Corporation's financial reporting processes, both
internal and external.

2. The Committee shall review significant changes in accounting principles,
any significant disagreements between management and the Independent Auditors
and other significant matters in connection with the preparation of the
Corporation's financial statements.

3. The Committee shall review with management and the Independent Auditors
the Corporation's audited financial statements, including a discussion with the
Independent Auditors of the matters required to be discussed by Statement of
Auditing Standards No. 61 ("SAS 61").

4. The Committee or its Chairperson shall review the Corporation's
Quarterly Reports on Form 10-Q with management and the Independent Auditors
prior to their filing, including a discussion with the Independent Auditors of
the matters required to be discussed by SAS 61.

5. The Committee shall determine whether to recommend to the Board that the
Corporation's audited financial statements be included in the Corporation's
Annual Reports on Form 10-K.

INDEPENDENT AUDITORS

1. The Committee shall review the performance of the Independent Auditors
and make recommendations to the Board regarding their appointment or
termination. The Committee and the Board shall have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
Independent Auditors (whose appointment for periods following the Corporation's
next annual meeting shall be subject to shareholder ratification). The
Independent Auditors are ultimately accountable to the Committee and the Board
for their review of the financial statements and controls of the Corporation.

A-1
35

2. The Committee shall oversee independence of the Independent Auditors by:

- receiving from the Independent Auditors, on a periodic basis, a formal
written statement delineating all relationships between the Independent
Auditors and the Corporation and containing such other information as may
be required by Independence Standards Board Standard 1;

- reviewing, and discussing with the Board, if necessary, and the
Independent Auditors, on a periodic basis, any disclosed relationships or
services (whether between the Independent Auditors and the Corporation or
otherwise) that may impact the objectivity or independence of the
Independent Auditors; and

- recommending, if necessary, that the Board take action in response to
disclosures by the Independent Auditors to satisfy itself regarding the
independence of the Independent Auditors.

CHARTER AND PROXY STATEMENT REPORTS

1. The Committee shall review and reassess the adequacy of this Charter
annually.

2. The Committee shall oversee preparation of reports required to be
included in the Corporation's proxy statements.

COMPLIANCE/GENERAL

1. The Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.

2. The Committee shall review with the Independent Auditors and internal
auditors the adequacy of the Company's internal controls.

3. The Committee shall review (a) the status of compliance with laws,
regulations, and internal procedures, (b) contingent liabilities and risks that
may be material to the Company, (c) the scope and status of systems designed to
assure compliance with laws, regulations, and internal procedures, and (d) major
legislative and regulatory developments which could materially impact the
Company. This will be facilitated through the receipt of reports from
management, legal counsel and other third parties as determined by the
Committee.

4. On a periodic basis, the Committee shall review and discuss with
management the results of management's efforts to monitor compliance with the
Corporation's code of conduct.

5. On an annual basis, the Committee shall review and discuss with
management (a) the Corporation's policies and procedures regarding officers'
expenses and perquisites and (b) a summary of officers' expenses and use of
corporate assets.

6. The Committee shall report to the Board on its activities on a regular
basis.

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APPENDIX B

AUDIT COMMITTEE REPORT

To the Board of Directors:

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process. The Company's independent
auditors are responsible for expressing an opinion on the conformity of our
audited financial statements to generally accepted accounting principles.

In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61 (Communication with
Audit Committees). In addition, the Audit Committee has received from the
independent auditors the written disclosures required by Independence Standards
Board No. 1 (Independence Discussions with Audit Committees) and discussed with
them their independence from the Company and its management. And, the Audit
Committee has considered whether the independent auditor's provision of
non-audit services to the Company is compatible with the auditor's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual Report
on SEC Form 10-K for the year ended December 31, 2000, for filing with the
Securities and Exchange Commission.

AUDIT COMMITTEE

Victor A. Pelson, Chairman
Ronald L. Kuehn, Jr.
Naomi O. Seligman

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APPENDIX C

THE DUN & BRADSTREET CORPORATION
COVERED EMPLOYEE CASH INCENTIVE PLAN

1. PURPOSE OF THE PLAN

The purpose of the Plan is to advance the interests of the Company and its
stockholders by providing incentives in the form of periodic cash bonus awards
to certain management employees of the Company and its Affiliates, thereby
motivating such employees to attain performance goals articulated under the
Plan.

2. DEFINITIONS

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

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

(b) Affiliate: With respect to the Company, any entity directly or
indirectly controlling, controlled by, or under common control with, the
Company or any other entity designated by the Board in which the Company or
an Affiliate has an interest.

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

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

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

(i) any "Person" as such term is used in Section 13(d) and 14(d) of
the Act (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;

(ii) during any period of twenty-four months (not including any
period prior to the Effective Date), individuals who at the beginning of
such period constitute the Board, and any new director (other than (A) a
director nominated by a Person who has entered into an agreement with
the Company to effect a transaction described in Sections 2(f)(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

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hold 20% or more of the combined voting power of the then outstanding
securities of the Company or such surviving entity; or

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

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

(h) Committee: The Compensation and Benefits Committee of the Board,
or any successor thereto or any other committee designated by the Board to
assume the obligations of the Committee hereunder.

(i) Company: The Dun & Bradstreet Corporation.

(j) Covered Employee: An employee who is, or who is anticipated to
become, a covered employee, as such term is defined in Section 162(m) of
the Code (or any successor section thereto).

(k) Effective Date: The date on which the Plan takes effect, as
defined pursuant to Section 13 of the Plan.

(l) Participant: A Covered Employee of the Company or any of its
Affiliates who is selected by the Committee to participate in the Plan
pursuant to Section 4 of the Plan.

(m) Performance Period: The calendar year or any other period that
the Committee, in its sole discretion, may determine.

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

(o) Plan: The Dun & Bradstreet Corporation Covered Employee Cash
Incentive Plan.

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

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

3. ADMINISTRATION

The Plan shall be administered by the Committee or such other persons
designated by the Board. The Committee may delegate its duties and powers in
whole or in part to any subcommittee thereof consisting solely of at least
two-individuals who are each "non-employee directors" within the meaning of Rule
16b-3 of the Act (or any successor rule thereto) and "outside directors" within
the meaning of Section 162(m) of the Code (or any successor section thereto).
The Committee shall have the authority to select the Covered Employees to be
granted Awards under the Plan, to determine the size and terms of an Award
(subject to the limitations imposed on Awards in Section 5 below), to modify the
terms of any Award that has been granted (except for any modification that would
increase the amount of the Award), to determine the time when Awards will be
made and the Performance Period to which they relate, to establish performance
objectives in respect of such Performance Periods and to certify that such
performance objectives were attained; provided, however, that any such action
shall be consistent with the applicable provisions of Section 162(m) of the
Code. The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan; provided, however, that any action permitted to be taken by the
Committee may be taken by the Board, in its discretion. The Committee may
correct any defect or omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned. Determinations made
by the Committee under the Plan need not be uniform and may be made selectively
among Participants, whether or not such Participants are similarly situated. The
Committee shall have the

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right to deduct from any payment made under the Plan any federal, state, local
or foreign income or other taxes required by law to be withheld with respect to
such payment. To the extent consistent with the applicable provisions of
Sections 162(m) of the Code, the Committee may delegate to one or more employees
of the Company or any of its Subsidiaries the authority to take actions on its
behalf pursuant to the Plan.

4. ELIGIBILITY AND PARTICIPATION

The Committee shall designate those persons who shall be Participants for
each Performance Period. Participants shall be selected from among the Covered
Employees of the Company and any of its Subsidiaries who are in a position to
have a material impact on the results of the operations of the Company or of one
or more of its Subsidiaries.

5. AWARDS

(a) Performance Goals. A Participant's Award shall be determined
based on the attainment of written performance goals approved by the
Committee for a Performance Period established by the Committee (i) while
the outcome for the Performance Period is substantially 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; (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, partnerships, joint ventures or minority
investments, product lines or products or any combination of the foregoing,
and may be applied on an absolute basis and/or be relative to one or more
peer group companies of indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree consistent with
Section 162(m) of the Code (or any successor section thereto), the
performance goals may be calculated without regard to extraordinary items
or accounting changes. The maximum amount of an Award to any Participant
with respect to a fiscal year of the Company shall be $3,000,000.

(b) Payment. The Committee shall determine whether, with respect to a
Performance Period, the applicable performance goals have been met with
respect to a given Participant and, if they have, to so certify and
ascertain the amount of the applicable Award. No Awards will be paid for
such Performance Period until such certification is made by the Committee.
The amount of the Award actually paid to a given Participant may be less
than the amount determined by the applicable performance goal formula
(including zero), at the discretion of the Committee. The amount of the
Award determined by the Committee for a Performance Period shall be paid to
the Participant at such time as determined by the Committee in its sole
discretion after the end of such Performance Period.

(c) Compliance with Section 162(m) of the Code. The provisions of
this Section 5 shall be administered and interpreted in accordance with
Section 162(m) of the Code to ensure the deductibility by the Company or
its Subsidiaries of the payment of Awards; provided, however, that the
Committee may, in its sole discretion, administer the Plan in violation of
Section 162(m) of the Code.

(d) Termination of Employment. If a Participant dies, retires, is
assigned to a different position, is granted a leave of absence, or if the
Participant's employment is otherwise terminated (except with cause by the
Company, as determined by the Committee in its sole discretion) during a
Performance Period (other than a Performance Period in which a Change in
Control occurs), a pro rata share of the Participant's award based on the
period of actual participation shall be paid to the Participant after the

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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 diminish any
of the rights under any Award theretofore granted to a Participant under the
Plan without such Participant's consent; provided, however, that the Board of
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of the Code or other applicable
laws. Notwithstanding anything to the contrary herein, the Board or the
Committee may not amend, alter or discontinue the provisions relating to Section
10(b) of the Plan after the occurrence of a Change in Control.

7. NO RIGHT TO EMPLOYMENT

Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant or other person any right to continue to be employed by
or perform services for the Company or any Subsidiary, and the right to
terminate the employment of or performance of services by any Participant at any
time and for any reason is specifically reserved to the Company and its
Subsidiaries.

8. NONTRANSFERABILITY OF AWARDS

An award shall not be transferable or assignable by the Participant
otherwise than by will or by the laws of descent and distribution.

9. REDUCTION OF AWARDS

Notwithstanding anything to the contrary herein, the Committee, in its sole
discretion (but subject to applicable law), may reduce any amounts payable to
any Participant hereunder in order to satisfy any liabilities owed to the
Company or any of its Subsidiaries by the Participant.

10. ADJUSTMENTS UPON CERTAIN EVENTS

(a) Generally. In the event of any change in the outstanding Shares
by reason of any Share dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of Shares or other
corporate exchange, or any distribution to stockholders of Shares other
than regular cash dividends or any similar transaction to the foregoing,
the Committee in its sole discretion and without liability to any person
may make such substitution or adjustment, if any, as it deems to be
equitable, as to any affected terms of outstanding Awards.

(b) Change in Control. In the event that (i) a Participant's
employment is actually or constructively terminated during a given
Performance Period (the "Affected Performance Period") and (ii) a Change in
Control shall have occurred within the 365 days immediately preceding the
date of such termination, then such Participant shall receive, promptly
after the date of such termination, an Award for the Affected Performance
Period as if the performance goals for such Performance Period had been
achieved at 100%.

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

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Subsidiary's) unsecured creditors. All expenses involved in administering the
Plan shall be borne by the Company.

12. CHOICE OF LAW

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

13. EFFECTIVENESS OF THE PLAN

The Plan shall be effective as of October 18, 2000.

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APPENDIX D

THE DUN & BRADSTREET CORPORATION
2000 STOCK INCENTIVE PLAN

1. PURPOSE OF THE PLAN

The purpose of the Plan is to aid the Company and its Affiliates in
securing and retaining key employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company and its
Affiliates by providing incentives through the granting of Awards. The Company
expects that it will benefit from the added interest which such key employees
will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.

2. DEFINITIONS

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

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

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

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

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

(i) any Person (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the Company), becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding
securities;

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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

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

(h) Committee: The Compensation and Benefits Committee of the Board,
or any successor thereto or other committee designated by the Board to
assume the obligations of the Committee hereunder.

(i) Company: The Dun & Bradstreet Corporation.

(j) Disability: Inability to engage in any substantial gainful
activity by reason of a medically determinable physical or mental
impairment which constitutes a permanent and total disability, as defined
in Section 22(e)(3) of the Code (or any successor section thereto). The
determination whether a Participant has suffered a Disability shall be made
by the Committee based upon such evidence as it deems necessary and
appropriate. A Participant shall not be considered disabled unless he or
she furnishes such medical or other evidence of the existence of the
Disability as the Committee, in its sole discretion, may require.

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

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

(m) ISO: An Option that complies with Section 422 (or any successor
provision) of the Code.

(n) LSAR: A limited stock appreciation right granted pursuant to
Section 8(d) of the Plan.

(o) Other Stock-Based Awards: Awards granted pursuant to Section 9 of
the Plan.

(p) Option: A stock option granted pursuant to Section 7 of the Plan.

(q) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 7(a) of the Plan.

(r) Participant: An individual who is selected by the Committee to
participate in the Plan pursuant to Section 5 of the Plan.

(s) Performance-Based Awards: Other Stock-Based Awards granted
pursuant to Section 9(b) of the Plan.

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

(u) Plan: The Dun & Bradstreet Corporation 2000 Stock Incentive Plan.

(v) Post-Retirement Exercise Period: As such term is defined in
Section 7(g) of the Plan.

(w) Retirement: Termination of employment with the Company or an
Affiliate after such Participant has attained age 55 and five years of
service with the Company; or, with the prior written consent of the
Committee that such termination be treated as a Retirement hereunder,
termination of employment under other circumstances.

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

(y) Special Exercise Period: As such term is defined in Section 7(g)
of the Plan.

(z) Spread Value: With respect to a Share subject to an Award, an
amount equal to the excess of the Fair Market Value, on the date such value
is determined, over the Award's exercise or grant price, if any.

(aa) Stock Appreciation Right: A stock appreciation right granted
pursuant to Section 8 of the Plan.

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

3. SHARES SUBJECT TO THE PLAN

The total number of Shares which may be issued under the Plan is 9,700,000.
The maximum number of Shares for which Options and Stock Appreciation Rights may
be granted during a calendar year to any Participant shall be 700,000. An amount
not in excess of 6.75% of the total number of shares reserved and available for
distribution pursuant to the Plan may be issued for Other Stock-Based Awards
pursuant to Section 9. The Shares may consist, in whole or in part, of unissued
Shares or treasury Shares. The issuance of Shares or the payment of cash upon
the exercise of an Award shall reduce the total number of Shares available under
the Plan, as applicable. Shares which are subject to Awards which terminate or
lapse may be granted again under the Plan.

4. ADMINISTRATION

The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are intended to qualify as "non-employee
directors" within the meaning of Rule 16b-3 under the Act (or any successor rule
thereto) and "outside directors" within the meaning of Section 162(m) of the
Code (or any successor section thereto); provided, however, that any action
permitted to be taken by the Committee may be taken by the Board, in its
discretion. Awards may, in the discretion of the Committee, be made under the
Plan in assumption of, or in substitution for, outstanding awards previously
granted by a company acquired by the Company or its Affiliates or with which the
Company or its Affiliates combines. The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares
available for Awards under the Plan. The Committee is authorized to interpret
the Plan, to establish, amend and rescind any rules and regulations relating to
the Plan, and to make any other determinations that it deems necessary or
desirable for the administration of the Plan. The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable. Any
decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall
be final, conclusive and binding on all parties concerned (including, but not
limited to, Participants and their beneficiaries or successors). Determinations
made by the Committee under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are similarly
situated. The Committee shall require payment of any amount it may determine to
be necessary to withhold for federal, state, local or other taxes as a result of
the exercise or grant
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of an Award. Unless the Committee specifies otherwise, the Participant may elect
to pay a portion or all of such withholding taxes by (a) delivery in Shares or
(b) having Shares withheld by the Company from any Shares that would have
otherwise been received by the Participant. The number of Shares so delivered or
withheld shall have an aggregate Fair Market Value sufficient to satisfy the
applicable withholding taxes. If the chief executive officer of the Company is a
member of the Board, the Board by specific resolution may constitute such chief
executive officer as a committee of one which shall have the authority to grant
Awards of up to an aggregate of 200,000 Shares in each calendar year to
Participants who are not subject to the rules promulgated under Section 16 of
the Act (or any successor section thereto); provided, however, that such chief
executive officer shall notify the Committee of any such grants made pursuant to
this Section 4.

5. ELIGIBILITY

Key employees (but not members of the Committee or any person who serves
only as a director) of the Company and its Affiliates, who are from time to time
responsible for the management, growth and protection of the business of the
Company and its Affiliates, are eligible to be granted Awards under the Plan.
Participants shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in its
sole discretion, the number of Shares to be covered by the Awards granted to
each Participant.

6. LIMITATIONS

No Award may be granted under the Plan after the tenth anniversary of the
Effective Date, but Awards theretofore granted may extend beyond that date.

7. TERMS AND CONDITIONS OF OPTIONS

Options granted under the Plan shall be, as determined by the Committee,
nonqualified, incentive or other stock options for federal income tax purposes,
as evidenced by the related Award agreements, and shall be subject to the
foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

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

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

(c) Exercise of Options. Except as otherwise provided in the Plan or
in an Award agreement, an Option may be exercised for all, or from time to
time any part, of the Shares for which it is then exercisable. For purposes
of Section 7 of the Plan, the exercise date of an Option shall be the later
of the date a notice of exercise is received by the Company and, if
applicable, the date payment is received by the Company pursuant to clauses
(i), (ii) or (iii) in the following sentence. The purchase price for the
Shares as to which an Option is exercised shall be paid to the Company in
full at the time of exercise at the election of the Participant (i) in cash
or its equivalent (e.g., by check), (ii) to the extent permitted by the
Committee, in Shares having a Fair Market Value equal to the aggregate
Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided, that such shares
of Common Stock have been held by the Participant for no less than six
months (or such other period as established from time to time by the
Committee), (iii) partly in cash and, to the extent permitted by the
Committee, partly in such Shares, or (iv) through the delivery of
irrevocable instructions to a broker to deliver promptly to the Company an
amount equal to the aggregate Option Price for the Shares being purchased.
No Participant shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the
occurrence of the exercise date (determined as set forth above) and, if
applicable, the satisfaction of any other conditions imposed by the
Committee pursuant to the Plan.

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46

(d) ISOs. The Committee may grant Options under the Plan that are
intended to be ISOs. Such ISOs shall comply with the requirements of
Section 422 of the Code (or any successor section thereto). Unless
otherwise permitted under Section 422 of the Code (or any successor section
thereto), no ISO may be granted to any Participant who at the time of such
grant, owns more than ten percent of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, unless (i) the Option
Price for such ISO is at least 110% of the Fair Market Value of a Share on
the date the ISO is granted and (ii) the date on which such ISO terminates
is a date not later than the day preceding the fifth anniversary of the
date on which the ISO is granted. Any Participant who disposes of Shares
acquired upon the exercise of an ISO either (i) within two years after the
date of grant of such ISO or (ii) within one year after the transfer of
such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.

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

(f) Exercisability Upon Termination of Employment by Death or
Disability. If a Participant's employment with the Company and its
Affiliates terminates by reason of death or Disability after the first
anniversary of the date of grant of an Option, (i) the unexercised portion
of such Option shall immediately vest in full and (ii) such portion may
thereafter be exercised during the shorter of (A) the remaining stated term
of the Option or (B) five years after the date of death or Disability.

(g) Exercisability Upon Termination of Employment by Retirement. If a
Participant's employment with the Company and its Affiliates terminates by
reason of Retirement after the first anniversary of the date of grant of an
Option, an unexercised Option may thereafter be exercised during the
shorter of (i) the remaining stated term of the Option or (ii) five years
after the date of such termination of employment (the "Post-Retirement
Exercise Period"), but only to the extent to which such Option was
exercisable at the time of such termination of employment or becomes
exercisable during the Post-Retirement Exercise Period; provided, however,
that if a Participant dies within a period of five years after such
termination of employment, an unexercised Option may thereafter be
exercised, during the shorter of (i) the remaining stated term of the
Option or (ii) the period that is the longer of (A) five years after the
date of such termination of employment or (B) one year after the date of
death (the "Special Exercise Period"), but only to the extent to which such
Option was exercisable at the time of such termination of employment or
becomes exercisable during the Special Exercise Period.

(h) Effect of Other Termination of Employment. If a Participant's
employment with the Company and its Affiliates terminates (i) for any
reason (other than death, Disability or Retirement after the first
anniversary of the date of grant of an Option as described above) or (ii)
for any reason on or prior to the first anniversary of the date of grant of
an Option, an unexercised Option may thereafter be exercised during the
period ending 30 days after the date of such termination of employment, but
only to the extent to which such Option was exercisable at the time of such
termination of employment. Notwithstanding the foregoing, the Committee
may, in its sole discretion, accelerate the vesting of unvested Options
held by a Participant if such Participant is terminated from employment
without "cause" (as such term is defined by the Committee in its sole
discretion) by the Company.

(i) Nontransferability of Stock Options. Except as otherwise provided
in this Section 7(i), a stock option shall not be transferable by the
optionee otherwise than by will or by the laws of descent and distribution
and during the lifetime of an optionee an option shall be exercisable only
by the optionee. An option exercisable after the death of an optionee or a
transferee pursuant to the following sentence may be exercised by the
legatees, personal representatives or distributees of the optionee or such
transferee. The Committee may, in its discretion, authorize all or a
portion of the options previously granted or to be granted to an optionee
to be on terms which permit irrevocable transfer for no consideration by
such

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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(i). The Committee may, in its discretion; amend the definition of
Eligible Transferees to conform to the coverage rules of Form S-8 under the
Securities Act of 1933 or any comparable Form from time to time in effect.
Following transfer, any such options shall continue to be subject to the
same terms and conditions as were applicable immediately prior to transfer.
The events of termination of service of Sections 7(f), 7(g) and 7(h) hereof
shall continue to be applied with respect to the original optionee,
following which the options shall be exercisable by the transferee only to
the extent, and for the periods specified, in Sections 7(f), 7(g) and 7(h).
The Committee may delegate to a committee consisting of employees of the
Company the authority to authorize transfers, establish terms and
conditions upon which transfers may be made and establish classes of
options eligible to transfer options, as well as to make other
determinations with respect to option transfers.

8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

(a) Grants. The Committee also may grant (i) a Stock Appreciation
Right independent of an Option or (ii) a Stock Appreciation Right in
connection with an Option, or a portion thereof. A Stock Appreciation Right
granted pursuant to clause (ii) of the preceding sentence (A) may be
granted at the time the related Option is granted or at any time prior to
the exercise or cancellation of the related Option, (B) shall cover the
same Shares covered by an Option (or such lesser number of Shares as the
Committee may determine) and (C) shall be subject to the same terms and
conditions as such Option except for such additional limitations as are
contemplated by this Section 8 (or such additional limitations as may be
included in an Award agreement).

(b) Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such
amount be less than the greater of (i) the Fair Market Value of a Share on
the date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with an Option, or a portion
thereof, the Option Price of the related Option and (ii) an amount
permitted by applicable laws, rules, by-laws or policies of regulatory
authorities or stock exchanges. Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an
amount equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the exercise price per Share, times (ii) the
number of Shares covered by the Stock Appreciation Right. Each Stock
Appreciation Right granted in conjunction with an Option, or a portion
thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the Company
in exchange therefor an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the Option Price
per Share, times (ii) the number of Shares covered by the Option, or
portion thereof, which is surrendered. The date a notice of exercise is
received by the Company shall be the exercise date. Payment shall be made
in Shares or in cash, or partly in Shares and partly in cash, valued at
such Fair Market Value, all as shall be determined by the Committee. Stock
Appreciation Rights may be exercised from time to time upon actual receipt
by the Company of written notice of exercise stating the number of Shares
with respect to which the Stock Appreciation Right is being exercised. No
fractional Shares will be issued in payment for Stock Appreciation Rights,
but instead cash will be paid for a fraction or, if the Committee should so
determine, the number of Shares will be rounded downward to the next whole
Share.

(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.

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(d) Limited Stock Appreciation Rights. The Committee may grant LSARs
that are exercisable upon the occurrence of specified contingent events.
Such LSARs may provide for a different method of determining appreciation,
may specify that payment will be made only in cash and may provide that any
related Awards are not exercisable while such LSARs are exercisable. Unless
the context otherwise requires, whenever the term "Stock Appreciation
Right" is used in the Plan, such term shall include LSARs.

9. OTHER STOCK-BASED AWARDS

(a) Generally. The Committee, in its sole discretion, may grant
Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based
Awards shall be in such form, and dependent on such conditions, as the
Committee shall determine, including, without limitation, the right to
receive one or more Shares (or the equivalent cash value of such Shares)
upon the completion of a specified period of service, the occurrence of an
event and/or the attainment of performance objectives. Other Stock-Based
Awards may be granted alone or in addition to any other Awards granted
under the Plan. Subject to the provisions of the Plan, the Committee shall
determine to whom and when Other Stock-Based Awards will be made; the
number of Shares to be awarded under (or otherwise related to) such Other
Stock-Based Awards; whether such Other Stock-Based Awards shall be settled
in cash, Shares or a combination of cash and Shares; and all other terms
and conditions of such Awards (including, without limitation, the vesting
provisions thereof). Where the value of an Other Stock-Based Award is based
on the Spread Value, the grant or exercise price for such an Award will not
be less than 100% of the Fair Market Value on the date of grant.

(b) Performance-Based Awards. Notwithstanding anything to the
contrary herein, certain Other Stock-Based Awards granted under this
Section 9 may be granted in a manner which is deductible by the Company
under Section 162(m) of the Code (or any successor section thereto)
("Performance-Based Awards"). A Participant's Performance-Based Award shall
be determined based on the attainment of written performance goals approved
by the Committee for a performance period established by the Committee (i)
while the outcome for that performance period is substantially uncertain
and (ii) no more than 90 days after the commencement of the performance
period to which the performance goal relates or, if less, the number of
days which is equal to 25 percent of the relevant performance period. The
performance goals, which must be objective, shall be based upon one or more
of the following criteria: (i) earnings before or after taxes (including
earnings before interest, taxes, depreciation and amortization); (ii) net
income; (iii) operating income; (iv) earnings per Share; (v) book value per
Share; (vi) return on stockholders' equity; (vii) expense management;
(viii) return on investment before or after the cost of capital; (ix)
improvements in capital structure; (x) profitability of an identifiable
business unit or product; (xi) maintenance or improvement of profit
margins; (xii) stock price; (xiii) market share; (xiv) revenues or sales;
(xv) costs; (xvi) cash flow; (xvii) working capital; (xviii) changes in net
assets (whether or not multiplied by a constant percentage intended to
represent the cost of capital); and (xix) return on assets. The foregoing
criteria may relate to the Company, one or more of its Subsidiaries or one
or more of its divisions, units, minority investments, partnerships, joint
ventures, product lines or products or any combination of the foregoing,
and may be applied on an absolute basis and/or be relative to one or more
peer group companies or indices, or any combination thereof, all as the
Committee shall determine. In addition, to the degree consistent with
Section 162(m) of the Code (or any successor section thereto), the
performance goals may be calculated without regard to extraordinary items
or accounting changes. The maximum amount of a Performance-Based Award
during a calendar year to any Participant shall be $5,000,000. The
Committee shall determine whether, with respect to a performance period,
the applicable performance goals have been met with respect to a given
Participant and, if they have, to so certify and ascertain the amount of
the applicable Performance-Based Award. No Performance-Based Awards will be
paid for such performance period until such certification is made by the
Committee. The amount of the Performance-Based Award actually paid to a
given Participant may be less than the amount determined by the applicable
performance goal formula, at the discretion of the Committee. The amount of
the Performance-Based Award determined by the Committee for a
D-7
49

performance period shall be paid to the Participant at such time as
determined by the Committee in its sole discretion after the end of such
performance period; provided, however, that a Participant may, if and to
the extent permitted by the Committee and consistent with the provisions of
Section 162(m) of the Code, elect to defer payment of a Performance-Based
Award.

(c) An amount not in excess of 6.75% of the total number of Shares
reserved and available for distribution pursuant to the Plan, as determined
pursuant to Section 3, may be issued pursuant to Other Stock-Based Awards,
except that Other Stock-Based Awards with values based on Spread Values
shall not be included in this limitation.

10. ADJUSTMENTS UPON CERTAIN EVENTS

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

(a) Generally. In the event of any change in the outstanding Shares
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of Shares or other corporate exchange, or any
distribution to stockholders of Shares other than regular cash dividends or
any transaction similar to the foregoing, the Committee shall make such
substitution or adjustment, if any, as it, in its sole discretion and
without liability to any person, deems to be equitable, as to (i) the
number or kind of Shares or other securities issued or reserved for
issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the
maximum number of Shares for which Options or Stock Appreciation Rights may
be granted during a calendar year to any Participant (iii) the maximum
amount of Other Stock-Based Awards based on the Spread Value and
Performance-Based Awards that may be granted during a calendar year to any
Participant, (iv) the Option Price or exercise price of any Stock
Appreciation Right and/or (v) any other affected terms of such Awards.

(b) Change in Control. In the event of a Change in Control, Awards
granted under the Plan shall accelerate as follows: (i) each Option and
Stock Appreciation Right shall become immediately vested and exercisable;
provided, however, that if such Awards are not exercised prior to the date
of the consummation of the Change in Control, the Committee, in its sole
discretion and without liability to any person may provide for (A) the
payment of a cash amount in exchange for the cancellation of such Award
and/or (B) the issuance of substitute Awards that will substantially
preserve the value, rights and benefits of any affected Awards (previously
granted hereunder) as of the date of the consummation of the Change in
Control; (ii) restrictions on Awards of restricted shares shall lapse; and
(iii) Other Stock-Based Awards shall become payable as if targets for the
current period were satisfied at 100%.

11. NO RIGHT TO EMPLOYMENT

The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment of a Participant and shall
not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.

12. SUCCESSORS AND ASSIGNS

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

13. NONTRANSFERABILITY OF AWARDS

Except as provided in Section 7(i) of the Plan, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. During the lifetime of a Participant, an Award
shall be exercisable only by such Participant. An Award exercisable after the
death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.

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Notwithstanding anything to the contrary herein, the Committee, in its sole
discretion, shall have the authority to waive this Section 13 (or any part
thereof) to the extent that this Section 13 (or any part thereof) is not
required under the rules promulgated under any law, rule or regulation
applicable to the Company.

14. AMENDMENTS OR TERMINATION

The Board or the Committee may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which, (a) without the
approval of the stockholders of the Company, would (except as is provided in
Section 10 of the Plan), (1) increase the total number of Shares reserved for
the purposes of the Plan or change the maximum number of Shares for which
Awards may be granted to any Participant, (2) result in any Option being
repriced either by lowering the Option Price of any outstanding Option or by
canceling an outstanding Option and granting a replacement Option with a lower
Option Price, or (b) without the consent of a Participant, would impair any of
the rights or obligations under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Board or the Committee
may amend the Plan in such manner as it deems necessary to permit the granting
of Awards meeting the requirements of the Code or other applicable laws.
Notwithstanding anything to the contrary herein, neither the Committee nor the
Board may amend, alter or discontinue the provisions relating to Section 10(b)
of the Plan after the occurrence of a Change in Control. Awards issued prior to
termination of the Plan shall not be affected by such termination.

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 New York applicable to contracts made and to be performed in the
State of New York.

17. EFFECTIVENESS OF THE PLAN

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

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APPENDIX E

2000 DUN & BRADSTREET CORPORATION
NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN

1. PURPOSE OF THE PLAN

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

2. DEFINITIONS

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

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

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

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

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

(i) any "Person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of
stock of the Company), is or becomes the "Beneficial Owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities.

(ii) during any period of twenty-four months (not including any
period prior to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new Director
(other than a Director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause
(i), (iii) or (iv) 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

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

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

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

(g) Company: The Dun & Bradstreet Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

3. SHARES SUBJECT TO THE PLAN

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

4. ADMINISTRATION

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

5. ELIGIBILITY

All Participants shall be eligible to participate under this Plan.

6. TERMS AND CONDITIONS OF OPTIONS

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

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

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

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

(d) Exercise of Options. Except as otherwise provided in the Plan or
in a related Option agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For
purposes of Section 6 of the Plan, the exercise date of an Option shall be
the later of the date a notice of exercise is received by the Company and,
if applicable, the date payment is received by the Company pursuant to
clauses (i), (ii) or (iii) in the following sentence. The purchase price
for the Shares as to which an Option is exercised shall be paid to the
Company in full at the time of exercise at the election of the Participant
(i) in cash, (ii) in Shares having a Fair Market Value equal to the
aggregate Option Price for the Shares being purchased and satisfying such
other requirements as may be imposed by the Board, (iii) partly in cash and
partly in such Shares or (iv) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal
to the aggregate Option Price for the Shares being purchased. No
Participant shall have any rights to dividends or other
E-3
54

rights of a stockholder with respect to Shares subject to an Option until
the occurrence of the exercise date (determined as set forth above) and, if
applicable, the satisfaction of any other conditions imposed by the Board
pursuant to the Plan. Unless the vesting of an Option is otherwise
accelerated pursuant to Section 6(e), 6(f) or 6(g), the unvested portion of
the Option will terminate upon the Participant's termination of employment
for any reason.

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

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

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

(h) Nontransferability of Stock Options. Except as otherwise
provided in this Section 6(h), an Option shall not be transferable by the
Participant otherwise than by will or by the laws of descent and
distribution and during the lifetime of a Participant an Option shall be
exercisable only by the Participant. An Option exercisable after the death
of a Participant or a transferee pursuant to the following sentence may be
exercised by the legatees, personal representatives or distributees of the
Participant or such transferee. The Board may, in its discretion, authorize
all or a portion of the Options previously granted or to be granted to a
Participant to be on terms which permit irrevocable transfer for no
consideration by such Participant to any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of the Participant, trusts
for the exclusive benefit of these persons, and any other entity owned
solely by these persons ("Eligible Transferees"), provided that (x) the
Option agreement pursuant to which such Options are granted must be
approved by the Board, and must expressly provide for transferability in a
manner consistent with this Section and (y) subsequent transfers of
transferred Options shall be prohibited except those in accordance with the
first sentence of this Section 6(h). The Board may, in its discretion,
amend the definition of Eligible Transferees to conform to the coverage
rules of Form S-8 under the Securities Act of 1933 or any comparable Form
from time to time in effect. Following transfer, any such Options shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The events of termination of service of
Sections 6(e), 6(f) and 6(g) hereof shall continue to be applied with
respect to the original Participant, following which the Options shall be
exercisable by the transferee only to the extent, and for the periods
specified, in
E-4
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Sections 6(e), 6(f) and 6(g). The Board may delegate to a committee
consisting of employees of the Company the authority to authorize
transfers, establish terms and conditions upon which transfers may be made
and establish classes of Options eligible to transfer options, as well as
to make other determinations with respect to option transfers.

7. OTHER STOCK-BASED AWARDS

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

8. ADJUSTMENTS UPON CERTAIN EVENTS

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

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

9. NO RIGHT TO AWARDS

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

10. SUCCESSORS AND ASSIGNS

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11. AMENDMENTS OR TERMINATION

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

12. NONTRANSFERABILITY OF AWARDS

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

13. CHOICE OF LAW

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

14. EFFECTIVENESS OF THE PLAN

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

E-6
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--------------------------------------------------------------------------------

P THE DUN & BRADSTREET CORPORATION
R PROXY SOLICITED ON BEHALF OF THE BOARD OF
O DIRECTORS FOR ANNUAL MEETING OF SHAREHOLDERS TO BE
X HELD APRIL 27, 2001
Y

The undersigned hereby appoints Allan Z.Loren,Chester J.Geveda,Jr.,and David
J.Lewinter,or any of them,proxies with full power of substitution to represent
and vote all the shares of Common Stock of The Dun &Bradstreet Corporation which
the undersigned is entitled to vote at the Annual Meeting of Shareholders on
April 27,2001,and at any adjournment thereof.The undersigned directs the named
proxies to vote as directed on the reverse side of this card on the specified
proposals and in their discretion on any other business which may properly come
before said meeting.

This card also constitutes voting instructions to the Trustee of The Dun
&Bradstreet Corporation Profit Participation Plan and Moody 's Corporation
Profit Participation Plan to vote, in person or by proxy, the proportionate
interest of the undersigned in the shares of Common Stock of The Dun &Bradstreet
Corporation held by the Trustee under such Plans, as described in the Proxy
Statement.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE NAMED PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR FOLLOW THE APPLICABLE INTERNET OR
TELEPHONE VOTING PROCEDURES.

-----------
SEE REVERSE
SIDE
-----------

--------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\

----------------
ADMISSION TICKET
----------------

THE DUN & BRADSTREET CORPORATION
Annual Meeting of Shareholders
April 27,2001
9:00 a.m.
Gateway Hilton - Atlantic Room
Gateway Center
Raymond Boulevard
Newark, New Jersey

--------------------------------------------------------------------------------
58

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[X] PLEASE MARK YOUR | 6089
VOTES AS IN THIS |___
EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
NOMINEES LISTED; FOR PROPOSALS 2, 3, 4 AND 5; AND AGAINST PROPOSAL 6.
------------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES AND FOR PROPOSALS 2, 3, 4 AND 5.
------------------------------------------------------------------------------------------------------------------------------------
1. Election of two Class I FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Directors. Nominees: [ ] [ ] 2. Ratify the [ ] [ ] [ ] 4. Approval of the [ ] [ ] [ ]
01. Allan Z. Loren selection of Company's Stock
02. Victor A. Pelson independent Incentive Plan.
accountants.

For, except vote withheld from the following nominee:

3. Approval of [ ] [ ] [ ] 5. Approval of the [ ] [ ] [ ]
the Company's Company's Directors'
Covered Employee Cash Stock Incentive Plan.
Incentive Plan.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL 6.
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FOR AGAINST ABSTAIN
6. Shareholder [ ] [ ] [ ]
proposal on
implementation
of the MacBride
Principles.

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Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title
as such.

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SIGNATURE(S) DATE

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THE DUN & BRADSTREET CORPORATION
VOTE YOUR PROXY OVER THE INTERNET OR BY TELEPHONE!

It's fast, convenient, and your vote is immediately confirmed and tabulated.
Most important, by using the Internet or telephone, you help Dun & Bradstreet
reduce postage and proxy tabulation costs.

YOUR VOTE IS IMPORTANT! Using the Internet or telephone, you can vote 24 hours a
day, 7 days a week. Or, if you prefer, you can return the attached proxy card in
the envelope provided.

VOTING OPTIONS
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1. Vote Over the Internet: 2. Vote by Telephone:
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-Read the Proxy Statement. -Read the Proxy Statement.
-Have your control number, printed in -Have your control number, printed in
the box above, available. the box above, available.
-Point your browser to -Using a touch-tone phone, call
HTTP://WWW.EPROXYVOTE.COM/DNB (1) 877.PRX.VOTE ((1) 877.779.8683);
-Follow the instructions. outside the U.S. call (1)201.536.8073.
-Follow the recorded instructions.

Please do not return the proxy card if you are voting over the Internet or by
telephone.

REMINDER: The Dun & Bradstreet Corporation employees who hold shares in the
Profit Participation Plan are receiving the Proxy Statement and Annual Report
via the following link to the Intranet,
HTTP://INTRANET.DNB.COM/COMM/ANNUALRPT/2000AR.HTM, rather than by mail. Hard
copies of the Proxy Statement and Annual Report are available by request through
the Intranet.
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