10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2008

OR

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

For the transition period from              to             

Commission file number 1-15967

The Dun & Bradstreet Corporation

(Exact name of registrant as specified in its charter)

Delaware	22-3725387
(State of incorporation)	(I.R.S. Employer Identification No.)
103 JFK Parkway, Short Hills, NJ	07078
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 921-5500

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one:)

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  x

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

Title of Class	Shares Outstanding at September 30, 2008
Common Stock, par value $0.01 per share	53,913,041

THE DUN & BRADSTREET CORPORATION

INDEX TO FORM 10-Q

	PART I. FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Consolidated Statements of Operations for the Three Month and Nine Month Periods Ended September 30, 2008 and 2007 (Unaudited)	3
	Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 30, 2008 and 2007 (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 1a.	Risk Factors	29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	60
	PART II. OTHER INFORMATION	61
Item 1.	Legal Proceedings	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
	SIGNATURES	64

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The Dun & Bradstreet Corporation

Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
	(Amounts in millions, except per share data)
Revenue	$	409.2		$	374.7		$	1,251.6		$	1,134.5
Operating Expenses		116.6			103.5			362.5			319.3
Selling and Administrative Expenses		169.8			164.2			521.1			495.1
Depreciation and Amortization		14.4			10.5			41.7			29.5
Restructuring Charge		17.2			1.1			28.8			20.8
Operating Costs		318.0			279.3			954.1			864.7
Operating Income		91.2			95.4			297.5			269.8
Interest Income		2.9			2.3			9.0			5.3
Interest Expense		(11.7	)		(6.9	)		(34.3	)		(19.8	)
Other Income (Expense) - Net		9.9			0.1			1.8			7.7
Non-Operating Income (Expense) - Net		1.1			(4.5	)		(23.5	)		(6.8	)
Income from Continuing Operations Before Provision for Income Taxes, Minority Interests and Equity in Net Income of Affiliates		92.3			90.9			274.0			263.0
Provision for Income Taxes		27.3			36.1			64.8			70.4
Minority Interest Income (Expense)		(0.2	)		0.4			(0.7	)		0.9
Equity in Net Income of Affiliates		0.3			0.4			0.9			0.8
Income from Continuing Operations		65.1			55.6			209.4			194.3
Income from Discontinued Operations, Net of Income Taxes		—			0.5			0.7			2.1
Gain on Disposal of Italian Real Estate Business, No Income Tax Impact		—			—			0.4			—
Income from Discontinued Operations, Net of Income Taxes		—			0.5			1.1			2.1
Net Income	$	65.1		$	56.1		$	210.5		$	196.4
Basic Earnings Per Share of Common Stock:
Income from Continuing Operations	$	1.21		$	0.96		$	3.82		$	3.31
Income from Discontinued Operations		—			0.01			0.02			0.04
Net Income	$	1.21		$	0.97		$	3.84		$	3.35
Diluted Earnings Per Share of Common Stock:
Income from Continuing Operations	$	1.18		$	0.93		$	3.74		$	3.23
Income from Discontinued Operations		—			0.01			0.02			0.04
Net Income	$	1.18		$	0.94		$	3.76		$	3.27
Weighted Average Number of Shares Outstanding - Basic		53.9			58.1			54.8			58.7
Weighted Average Number of Shares Outstanding - Diluted		55.0			59.6			56.0			60.2
Cash Dividend Paid Per Common Share	$	0.30		$	0.25		$	0.90		$	0.75
Comprehensive Income (Note 6)	$	37.2		$	60.9		$	183.5		$	245.0

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

3

The Dun & Bradstreet Corporation

Consolidated Balance Sheets (Unaudited)

	September 30, 2008			December 31, 2007
	(Amounts in millions, except per share data)
ASSETS
Current Assets
Cash and Cash Equivalents	$	230.6		$	175.8
Accounts Receivable, Net of Allowance of $17.4 at September 30, 2008 and $19.0 at December 31, 2007		354.5			445.6
Other Receivables		10.0			9.9
Prepaid Taxes		6.1			0.9
Deferred Income Tax		26.2			18.5
Current Assets from Discontinued Operations Held for Sale		—			40.6
Other Current Assets		33.6			27.0
Total Current Assets		661.0			718.3
Non-Current Assets
Property, Plant and Equipment, Net of Accumulated Depreciation of $94.0 at September 30, 2008 and $141.6 at December 31, 2007		50.5			50.3
Prepaid Pension Costs		302.8			275.2
Computer Software, Net of Accumulated Amortization of $322.3 at September 30, 2008 and $334.5 at December 31, 2007		102.8			87.9
Goodwill		355.9			343.8
Deferred Income Tax		36.6			41.7
Deposit		—			16.8
Other Receivables		41.3			42.7
Other Non-Current Assets		91.4			82.1
Total Non-Current Assets		981.3			940.5
Total Assets	$	1,642.3		$	1,658.8
LIABILITIES
Current Liabilities
Accounts Payable	$	56.5		$	30.5
Accrued Payroll		103.7			125.5
Accrued Income Tax		14.5			14.4
Current Liabilities from Discontinued Operations Held for Sale		—			31.0
Other Accrued and Current Liabilities (Note 12)		176.7			177.3
Deferred Revenue		515.5			531.3
Total Current Liabilities		866.9			910.0
Pension and Postretirement Benefits		349.8			350.5
Long-Term Debt		864.6			724.8
Liabilities for Unrecognized Tax Benefits		74.2			79.3
Other Non-Current Liabilities		41.0			30.7
Total Liabilities		2,196.5			2,095.3
Contingencies (Note 7)
Minority Interest Liability		3.8			3.6
SHAREHOLDERS’ EQUITY
Series A Junior Participating Preferred Stock, $0.01 par value per share, authorized - 0.5 shares; outstanding - none		—			—
Preferred Stock, $0.01 par value per share, authorized - 9.5 shares; outstanding - none		—			—
Series Common Stock, $0.01 par value per share, authorized - 10.0 shares; outstanding - none		—			—
Common Stock, $0.01 par value per share, authorized - 200.0 shares; issued - 81.9 shares		0.8			0.8
Capital Surplus		200.2			196.4
Retained Earnings		1,498.8			1,320.7
Treasury Stock, at cost, 28.0 shares at September 30, 2008 and 25.1 shares at December 31, 2007		(1,876.6	)		(1,603.8	)
Accumulated Other Comprehensive Income		(381.2	)		(354.2	)
Total Shareholders’ Equity		(558.0	)		(440.1	)
Total Liabilities and Shareholders’ Equity	$	1,642.3		$	1,658.8

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

4

The Dun & Bradstreet Corporation

Consolidated Statements of Cash Flows (Unaudited)

	For the Nine Months Ended September 30,
	2008			2007
	(Amounts in millions)
Cash Flows from Operating Activities:
Net Income	$	210.5		$	196.4
Less:
Gain from Sale of Discontinued Operations		0.4			—
Net Income from Discontinued Operations		0.7			2.1
Net Income from Continuing Operations	$	209.4		$	194.3
Reconciliation of Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		41.7			29.5
Amortization of Unrecognized Pension Loss		5.9			12.5
Gain from Sales of Businesses		(0.7	)		(6.7	)
Income Tax Benefit from Stock-Based Awards		21.6			30.1
Excess Tax Benefit on Stock-Based Awards		(13.8	)		(23.7	)
Equity-Based Compensation		21.5			19.9
Restructuring Charge		28.8			20.8
Restructuring Payments		(11.3	)		(26.7	)
Deferred Income Taxes, Net		1.7			(61.4	)
Accrued Income Taxes, Net		(4.6	)		58.8
Changes in Current Assets and Liabilities:
Decrease in Accounts Receivable		83.5			78.8
Net Decrease (Increase) in Other Current Assets		0.8			(2.2	)
Decrease in Deferred Revenue		(10.7	)		(2.0	)
Increase in Accounts Payable		27.0			4.2
Net (Decrease) Increase in Accrued Liabilities		(39.5	)		7.9
Net Increase (Decrease) in Other Accrued and Current Liabilities		7.9			(4.2	)
Changes in Non-Current Assets and Liabilities:
Net Increase in Other Long-Term Assets		(21.2	)		(20.6	)
Net Increase (Decrease) in Long-Term Liabilities		1.1			(4.5	)
Net, Other Non-Cash Adjustments		(1.1	)		(2.5	)
Net Cash Provided by Operating Activities from Continuing Operations		348.0			302.3
Net Cash Provided by Operating Activities from Discontinued Operations		2.6			7.0
Net Cash Provided by Operating Activities		350.6			309.3
Cash Flows from Investing Activities:
Proceeds from Sales of Businesses, Net of Cash Divested		8.4			0.8
Payments for Acquisitions of Businesses, Net of Cash Acquired		(12.6	)		(40.9	)
Investment in Debt Security		(10.0	)		—
Cash Settlements of Foreign Currency Contracts		1.4			(0.9	)
Capital Expenditures		(9.3	)		(11.2	)
Additions to Computer Software and Other Intangibles		(39.8	)		(40.7	)
Net, Other		0.8			0.4
Net Cash (Used in) Investing Activities from Continuing Operations		(61.1	)		(92.5	)
Net Cash (Used in) Investing Activities from Discontinued Operations		(11.7	)		(0.7	)
Net Cash (Used in) Investing Activities		(72.8	)		(93.2	)
Cash Flows from Financing Activities:
Payments for Purchases of Treasury Shares		(329.9	)		(289.6	)
Net Proceeds from Stock-Based Awards		21.2			24.8
Proceeds from Issuance of Long-Term Debt		400.0			—
Payment of Bond Issuance Costs		(3.0	)		—
Payments of Dividends		(49.6	)		(44.1	)
Proceeds from Borrowings on Credit Facilities		530.2			506.7
Payments of Borrowings on Credit Facilities		(790.5	)		(419.5	)
Termination of Interest Rate Derivatives		(8.5	)		—
Excess Tax Benefit on Stock-Based Awards		13.8			23.7
Net, Other		(0.2	)		0.1
Net Cash Used in Financing Activities		(216.5	)		(197.9	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(20.4	)		10.0
Increase in Cash and Cash Equivalents		40.9			28.2
Cash and Cash Equivalents, Beginning of Period		189.7			138.4
Cash and Cash Equivalents, End of Period		230.6			166.6
Cash and Cash Equivalents of Discontinued Operations, End of Period		—			10.5
Cash and Cash Equivalents of Continuing Operations, End of Period	$	230.6		$	156.1
Supplemental Disclosure of Cash Flow Information:
Cash Paid (Received) for:
Income Taxes, Net of Refunds	$	46.1		$	43.2
Interest	$	26.0		$	23.4

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

5

THE DUN & BRADSTREET CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Tabular dollar amounts in millions, except per share data)

Note 1 — Basis of Presentation

These interim unaudited consolidated financial statements have been prepared in accordance with the instructions to the Quarterly Report on Form 10-Q. They should be read in conjunction with the consolidated financial statements and related notes, which appear in The Dun & Bradstreet Corporation’s (“D&B,” “we” or “our”) Annual Report on Form 10-K for the year ended December 31, 2007. The unaudited consolidated results for interim periods do not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included.

All significant inter-company transactions have been eliminated in consolidation.

The financial statements of the subsidiaries outside the United States (“U.S.”) and Canada reflect three month and nine month periods ended August 31, 2008 and 2007, in order to facilitate the timely reporting of our unaudited consolidated financial results and unaudited consolidated financial position.

Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation.

On December 27, 2007, we sold our Italian real estate business for $9.0 million, which was a part of our International segment, and we have reclassified the historical financial results of the Italian real estate business as discontinued operations for all periods presented. See Note 14 to these unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q. We have recorded the resulting gain of $0.4 million (both pre-tax and after-tax) from the sale in the first quarter of 2008 in the consolidated statement of earnings. As of September 30, 2008, we received $9.0 million in cash.

On January 1, 2008, we began managing our Supply Management business as part of our Risk Management Solutions business. This is consistent with our overall strategy and also reflects customers’ needs to better understand the financial risk of their supply chain. As a result, the contributions of the Supply Management business are now reported as a part of Risk Management Solutions. We have reclassified our historical financial results set forth in Item 1. of this Quarterly Report on Form 10-Q. Prior to January 1, 2008, we reported the results of our Supply Management business as its own solution set.

Significant Accounting Policies

In preparing our unaudited consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the significant accounting policies described in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2007. During the three month and nine month periods ended September 30, 2008, we updated our significant accounting policies as follows:

Restructuring Charges

Restructuring charges have been recorded in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 146, “Accounting for the Costs Associated with Exit or Disposal Activities,” (“SFAS No. 146”) or SFAS No. 112, “Employers’ Accounting for Postemployment Benefits,” (“SFAS No. 112”), as appropriate.

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with SFAS No. 146, which addresses financial accounting and reporting for costs associated with restructuring activities. Under SFAS No. 146, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

We record severance-related expenses once they are both probable and estimable in accordance with the provisions of SFAS No. 112 for severance costs provided under an ongoing benefit arrangement.

The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under a one-time benefit arrangement as defined by SFAS No. 146 or under an ongoing arrangement as described in SFAS No. 112. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

Fair Value Measurements

Effective January 1, 2008, we adopted the provisions of SFAS No. 157, “Fair Value Measurements,” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value under GAAP and expands fair value measurement disclosures. However, we have deferred the application of SFAS No. 157 related to non-recurring non-financial assets and liabilities.

The estimated fair values of financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment could be required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 13 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q.

Note 2 — Recent Accounting Pronouncements

In October 2008, the Financial Accounting Standard Board (“FASB”) issued FASB Staff Position (“FSP”) Financial Accounting Standard (“FAS”) 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” or “FSP FAS 157-3,” which clarifies the application of SFAS No. 157 in an inactive market and provides an illustrative example to demonstrate how the fair value of a financial asset is determined when the market for that financial asset is not active. FSP FAS 157-3 is effective immediately as of the date of issuance (October 19, 2008) and is applicable to prior periods for which financial statements have not been issued. Revisions to fair value estimates resulting from the adoption of FSP FAS 157-3 shall be accounted for as a change in accounting estimate under SFAS No. 154, “Accounting Changes and Error Corrections,” but the needed disclosures are not required. We adopted FSP FAS 157-3 and the adoption did not have a material impact on our consolidated financial statements.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

In June 2008, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” or “EITF No. 03-6-1.” EITF No. 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”) under the two-class method described in SFAS No. 128, “Earnings per Share,” or “SFAS No. 128.” SFAS No. 128 defines EPS as “the amount of earnings attributable to each share of common stock,” and indicates that the objective of EPS is to measure the performance of an entity over the reporting period. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and should be included in the calculation of basic and diluted EPS. EITF No. 03-6-1 would apply retrospectively to all prior-period EPS data presented for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Earlier application is not permitted. We anticipate that our adoption of EITF No. 03-6-1, as of January 1, 2009, will not have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” or “SFAS No. 162.” SFAS No. 162 provides a consistent framework for determining what accounting principles should be used in the preparation of GAAP financial statements. SFAS No. 162 is effective 60 days following the Securities and Exchange Commission’s (“SEC”) approval by the Public Company Accounting Oversight Board of amendments to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally accepted accounting principles’.” We have evaluated SFAS No. 162 and have determined that it will not have a significant impact on the determination or reporting of our financial results.

In April 2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of Intangible Assets,” or “FSP FAS 142-3,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), “Business Combinations,” and other U.S. GAAP principles. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008, and early adoption is prohibited. The measurement provision of this standard will apply only to intangible assets acquired after the effective date.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities an amendment of SFAS No. 133,” or “SFAS No. 161.” SFAS No. 161 requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008, with early adoption permitted. We are currently assessing the impact the adoption of SFAS No. 161 will have, if any, on our consolidated financial statements.

In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157,” or “FSP FAS 157-2,” which delays the effective date of SFAS No. 157 for non-recurring non-financial assets and liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis, until fiscal years beginning after November 15, 2008. Non-financial assets and liabilities include, among others: intangible assets acquired through business combinations; long-lived assets when assessing potential impairment; and liabilities associated with restructuring activities. We applied the provisions of FSP FAS 157-2 and delayed the effective date of SFAS No. 157 for non-recurring non-financial assets and liabilities until January 1, 2009. We are currently assessing the impact the adoption of FSP FAS 157-2 for non-recurring non-financial assets and liabilities will have, if any, on our consolidated financial statements.

In February 2008, the FASB issued FSP FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” or “FSP FAS 157-1.” FSP FAS 157-1 amends SFAS No. 157 to remove leasing transactions accounted for under SFAS No. 13, “Accounting for Leases,” and related guidance from its scope. FSP FAS 157-1 is effective upon the initial adoption of SFAS No. 157.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” or “SFAS No. 159.” This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in SFAS No. 159 are elective; however, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities with available-for-sale and trading securities. The fair value option established by SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method, (b) is irrevocable (unless a new election date occurs), and (c) is applied only to entire arrangements and not to portions of instruments. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We adopted SFAS No. 159 on January 1, 2008 and the adoption did not have a material impact on our consolidated financial statements since we have elected not to apply the option to measure any of our financial assets or liabilities.

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value under GAAP and expands fair value measurement disclosures. SFAS No. 157 does not require new fair value measurements and is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We applied the provisions of FSP FAS 157-2 and delayed the effective date of SFAS No. 157 until January 1, 2009 related to non-recurring non-financial assets and liabilities. The adoption of SFAS No. 157 on January 1, 2008 for financial assets and liabilities did not have a material impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations,” or “SFAS No. 141(R).” This statement replaces SFAS No. 141, “Business Combinations,” or “SFAS No. 141.” SFAS No. 141(R) establishes principles and requirements for how the acquirer in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizes and measures goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption of SFAS No. 141(R) is prohibited. We will adopt SFAS No. 141(R) in the first quarter of 2009.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” or “SFAS No. 160.” SFAS No. 160 establishes accounting and reporting standards that require: the ownership interests in subsidiaries held by third parties other than the parent; the amount of consolidated net income attributable to the parent and to the noncontrolling interest; changes in a parent’s ownership interest; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. SFAS No. 160 also establishes disclosures that identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, however application of SFAS No. 160’s disclosure and presentation is retroactive. Earlier adoption of SFAS No. 160 is prohibited. We will adopt SFAS No. 160 in the first quarter of 2009. We are currently assessing the impact that the adoption of SFAS No. 160 will have, if any, on our consolidated financial statements.

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

In June 2007, the EITF reached a consensus on EITF No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards,” or “EITF No. 06-11,” that an entity should recognize a realized tax benefit associated with dividends on affected securities charged to retained earnings as an increase in Additional Paid in Capital (“APIC”). The amount recognized in APIC should be included in the APIC pool. When an entity’s estimate of forfeitures increases or actual forfeitures exceed its estimates, the amount of tax benefits previously recognized in APIC should be reclassified into the statement of operations. The amount reclassified is limited to the APIC pool balance on the reclassification date. EITF No. 06-11 would apply prospectively to the income tax benefits of dividends declared on affected securities in fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. Earlier application is permitted as of the beginning of a fiscal year for which interim financial statements or annual financial statements have not been issued. The adoption of EITF No. 06-11 in the first quarter of 2008 did not have a material impact on our consolidated financial statements.

Note 3 — Restructuring Charge

Financial Flexibility is an ongoing process by which we seek to reallocate our spending from low-growth or low–value activities to other activities that will create greater value for shareholders through enhanced revenue growth, improved profitability and/or quality improvements. With each program, we have incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income). These charges are incurred as a result of eliminating, consolidating, standardizing, and/or automating our business functions. We have also incurred transition costs such as consulting fees, costs of temporary workers, relocation costs and stay bonuses to implement our Financial Flexibility Programs.

Restructuring charges have been recorded in accordance with SFAS No. 146 and/or SFAS No. 112, as appropriate.

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with SFAS No. 146, which addresses financial accounting and reporting for costs associated with restructuring activities. Under SFAS No. 146, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

We record severance-related expenses once they are both probable and estimable in accordance with the provisions of SFAS No. 112 for severance costs provided under an ongoing benefit arrangement.

The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under a one-time benefit arrangement as defined by SFAS No. 146 or under an ongoing arrangement as described in SFAS No. 112. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

During the three months ended September 30, 2008, we recorded a $17.2 million restructuring charge. The components of these charges included:

• Severance and termination costs of $17.1 million in accordance with the provisions of SFAS No. 112 were recorded. In total, approximately 350 employees will exit the Company in future quarters; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.1 million.

During the three months ended September 30, 2007, in accordance with the provisions of SFAS No. 146, we recorded a $1.0 million restructuring charge in connection with the Financial Flexibility Program announced in January 2007 (“2007 Financial Flexibility Program”) and a $0.1 million restructuring charge in connection with the Financial Flexibility Program announced in February 2006 (“2006 Financial Flexibility Program”).

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

During the nine months ended September 30, 2008, we recorded a $28.8 million restructuring charge. The components of these charges included:

• Severance and termination costs of $25.0 million in accordance with the provisions of SFAS No. 112 were recorded. In total, approximately 500 employees are impacted. Of these approximately 500 employees, approximately 120 employees exited the Company and approximately 380 will exit the Company in future quarters;

• Severance and termination costs of $3.0 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2007 Financial Flexibility Program and in total, approximately 40 employees were affected; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.8 million.

During the nine months ended September 30, 2007, we recorded a $19.3 million restructuring charge in connection with the 2007 Financial Flexibility Program and a $1.5 million restructuring charge in connection with the 2006 Financial Flexibility Program. The components of these charges included:

• Severance and termination costs of $18.3 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2007 Financial Flexibility Program and in total, approximately 220 employees were affected;

• Severance and termination costs of $0.6 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2006 Financial Flexibility Program and in total, approximately 15 employees were affected; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $1.0 million related to the 2007 Financial Flexibility Program and $0.9 million related to the 2006 Financial Flexibility Program.

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

The following table sets forth the restructuring reserves and utilization for the nine months ended September 30, 2008:

	Severance and Termination			Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Charge Taken during First Quarter 2008	$	7.4		$	—		$	7.4
Payments during First Quarter 2008		(0.4	)		—			(0.4	)
Balance Remaining as of March 31, 2008	$	7.0		$	—		$	7.0
Charge Taken during Second Quarter 2008	$	0.5		$	0.7		$	1.2
Payments during Second Quarter 2008		(1.9	)		—			(1.9	)
Balance Remaining as of June 30, 2008	$	5.6		$	0.7		$	6.3
Charge Taken during Third Quarter 2008	$	17.1		$	0.1		$	17.2
Payments during Third Quarter 2008		(2.1	)		(0.6	)		(2.7	)
Balance Remaining as of September 30, 2008	$	20.6		$	0.2		$	20.8

The following table sets forth the restructuring reserves and utilization related to our 2007 Financial Flexibility Program through September 30, 2008:

	Severance and Termination			Lease Termination Obligations and Other Exit Costs			Total
Restructuring Charges:
Balance Remaining as of December 31, 2007	$	5.8		$	0.1		$	5.9
Charge Taken during First Quarter 2008		3.0			—			3.0
Payments during First Quarter 2008		(2.7	)		(0.1	)		(2.8	)
Balance Remaining as of March 31, 2008	$	6.1		$	—		$	6.1
Charge Taken during Second Quarter 2008	$	—		$	—		$	—
Payments during Second Quarter 2008		(3.3	)		—			(3.3	)
Balance Remaining as of June 30, 2008	$	2.8		$	—		$	2.8
Charge Taken during Third Quarter 2008	$	—		$	—		$	—
Payments during Third Quarter 2008		(0.7	)		—			(0.7	)
Balance Remaining as of September 30, 2008	$	2.1		$	—		$	2.1

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 4 — Notes Payable and Indebtedness

Our borrowings are summarized in the following table:

	At September 30, 2008		At December 31, 2007
Debt Maturing After One Year:
Long-Term Fixed-Rate Notes (Net of a $0.4 million and $0.5 million discount as of September 30, 2008 and December 31, 2007, respectively)	$	699.6	$	299.5
Credit Facilities		165.0		425.3
Total Debt Maturing After One Year	$	864.6	$	724.8

Fixed-Rate Notes

In April 2008, we issued senior notes with a face value of $400 million that mature on April 1, 2013 (the “2013 notes”), bearing interest at a fixed annual rate of 6.00%, payable semi-annually. The interest rate applicable to the 2013 notes is subject to adjustment if our debt rating is decreased four levels below our A- credit rating on the date of issuance of the 2013 notes or subsequently upgraded. The maximum adjustment is 2.00% above the initial interest rate. As of September 30, 2008, no such adjustments to the interest rate have been made. Proceeds from this issuance were used to repay indebtedness under our credit facility. The 2013 notes are recorded as “Long-Term Debt” in our unaudited consolidated balance sheet at September 30, 2008.

The 2013 notes were issued at face value and, in connection with the issuance, we incurred underwriting and other fees in the amount of approximately $3.0 million. These costs are being amortized over the life of the 2013 notes. The 2013 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. The 2013 notes do not contain any financial covenants.

On January 30, 2008, we entered into interest rate derivative transactions with aggregate notional amounts of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in the anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in “Accumulated Other Comprehensive Income.” In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a payment of $8.5 million on March 28, 2008, the date of termination. The payments are recorded in “Accumulated Other Comprehensive Income,” and will be amortized over the life of the 2013 notes.

In March 2006, we issued senior notes with a face value of $300 million that mature on March 15, 2011 (the “2011 notes”), bearing interest at a fixed annual rate of 5.50%, payable semi-annually. The proceeds were used to repay our then existing $300 million senior notes, bearing interest at a fixed annual rate of 6.625% that matured on March 15, 2006. The 2011 notes of $299.6 million and $299.5 million, net of $0.4 million and $0.5 million remaining discounts, are recorded as “Long-Term Debt” in our unaudited consolidated balance sheets at September 30, 2008 and December 31, 2007, respectively.

The 2011 notes were issued at a discount of $0.8 million and, in connection with the issuance, we incurred underwriting and other fees in the amount of approximately $2.2 million. These costs are being amortized over the life of the 2011 notes. The 2011 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. The 2011 notes do not contain any financial covenants.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

On September 30, 2005 and February 10, 2006, we entered into interest rate derivative transactions with aggregate notional amounts of $200 million and $100 million, respectively. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in the anticipation of the issuance of the 2011 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2011 notes were recorded in “Accumulated Other Comprehensive Income.” In connection with the issuance of the 2011 notes, these interest rate derivative transactions were terminated, resulting in proceeds of approximately $5.0 million at the date of termination. The proceeds are recorded in “Accumulated Other Comprehensive Income” and are being amortized over the life of the 2011 notes.

Credit Facilities

At December 31, 2007, we had a $500 million, five-year bank revolving credit facility, which expires in April 2012. Borrowings under the $500 million credit facility are available at prevailing short-term interest rates. On January 25, 2008, we exercised a $150 million expansion feature on our $500 million credit facility expanding the total facility to $650 million. The facility requires the maintenance of interest coverage and total debt to earnings before income taxes, depreciation and amortization (“EBITDA”) ratios (defined in the credit agreement). We were in compliance with these covenants at September 30, 2008 and at December 31, 2007.

At September 30, 2008, we had $165.0 million of borrowings outstanding under the $650 million credit facility with a weighted average interest rate of 3.28%. At December 31, 2007, we had $425.3 million of borrowings outstanding under the $500 million credit facility with a weighted average interest rate of 5.0%. We borrowed under these facilities from time-to-time during the nine months ended September 30, 2008 to fund our share repurchases, acquisition strategy and working capital needs. The $650 million credit facility also supports our commercial paper borrowings of up to $300 million (limited by borrowed amounts outstanding under the facility). We have not borrowed under our commercial paper program as of and for the nine months ended September 30, 2008 or as of and for the year ended December 31, 2007.

Other

At September 30, 2008 and December 31, 2007, certain of our international operations had non-committed lines of credit of $7.5 million and $7.7 million, respectively. There were no borrowings outstanding under these lines of credit at September 30, 2008 or December 31, 2007. These arrangements have no material commitment fees and no compensating balance requirements.

At September 30, 2008 and December 31, 2007, we were contingently liable under open standby letters of credit issued by our bank in favor of third parties totaling $5.4 million and $5.6 million, respectively.

Interest paid totaled $9.2 million and $26.0 million during the three month and nine month periods ended September 30, 2008, respectively. During the three month and nine month periods ended September 30, 2007, interest paid totaled $10.7 million and $23.4 million, respectively.

Note 5 — Reconciliation of Weighted Average Shares Outstanding

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2008	2007	2008	2007
Weighted average number of shares outstanding-basic	53.9	58.1	54.8	58.7
Dilutive effect of our stock incentive plans	1.1	1.5	1.2	1.5
Weighted average number of shares outstanding-diluted	55.0	59.6	56.0	60.2

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Stock-based awards to acquire 0.7 million and 0.4 million shares of common stock were outstanding at September 30, 2008 and 2007, respectively, but were not included in the quarter-to-date computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Stock-based awards to acquire 0.7 million and 0.3 million shares of common stock were outstanding at September 30, 2008 and 2007, respectively, but were not included in the year-to-date computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Our stock options generally expire ten years from the grant date.

Our share repurchases were as follows:

Program	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2008				2007				2008				2007
	Shares		$ Amount		Shares		$ Amount		Shares		$ Amount		Shares		$ Amount
Share Repurchase Programs	0.6	(a)	$	57.7	0.9	(b)(c)	$	84.2	2.9	(a)(b)	$	247.5	2.2	(b)(c)	$	200.0
Repurchases to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan	0.3	(d)		27.8	0.2	(d)		24.9	0.9	(d)		82.4	0.9	(d)		89.6
Total Repurchases	0.9		$	85.5	1.1		$	109.1	3.8		$	329.9	3.1		$	289.6

(a) In December 2007, our Board of Directors approved a $400 million, two-year share repurchase program, which began in February 2008 upon completion of the then existing $200 million repurchase program. We repurchased 0.6 million and 2.6 million shares of common stock for $57.7 million and $220.7 million under this program during the three month and nine month periods ended September 30, 2008. We anticipate that the $400 million repurchase program will be completed by September 2009.

(b) In May 2007, our Board of Directors approved a $200 million, one-year share repurchase program, which began in July 2007. We repurchased 0.3 million shares of common stock for $26.8 million under this program during the nine month period ended September 30, 2008. In addition, we repurchased 0.8 million shares of common stock for $75.0 million under this program during the three month and nine month periods ended September 30, 2007. This program was completed in February 2008.

(c) In August 2006, our Board of Directors approved a $200 million, one-year share repurchase program, which began in October 2006. We repurchased 0.1 million and 1.4 million shares of common stock for $9.2 million and $125.0 million under this program during the three month and nine month periods ended September 30, 2007. This program was completed in July 2007.

(d) In August 2006, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan (the “ESPP”). This program expires in August 2010.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 6 — Comprehensive Income

Total comprehensive income for the three month and nine month periods ended September 30, 2008 and 2007, which includes net income and other gains and losses that affect shareholders’ equity, was as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
Net Income	$	65.1		$	56.1		$	210.5		$	196.4
Other Comprehensive Income:
Foreign Currency Translation Adjustment		(20.4	)		3.0			(18.0	)		7.7
Pension Adjustment, Net of tax benefit of $2.4 million and no impact for the Three Months ended September 30, 2008 and 2007, respectively and tax benefit of $0.7 million and tax cost of $22.7 million for the Nine Months ended September 30, 2008 and 2007, respectively		(7.7	)		2.1			(4.1	)		41.7
Unrealized (Losses) Gains on Investments(a)		0.2			(0.3	)		(4.9	)		(0.8	)
Total Comprehensive Income	$	37.2		$	60.9		$	183.5		$	245.0

(a) Primarily relates to the termination of the interest rate derivative transactions in connection with the issuance of the 2013 notes, which resulted in a payment of approximately $8.5 million pre-tax ($5.3 million after-tax) during the nine months ended September 30, 2008.

Note 7 — Contingencies

We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business. We periodically assess our liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where it is probable that we have incurred a loss and the loss, or range of loss, can be reasonably estimated, we have recorded reserves in our consolidated financial statements. In other instances, we are unable to make a reasonable estimate of any liability because of the uncertainties related to the probability of the outcome and/or amount or range of loss. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly. It is possible that the ultimate resolution of our liabilities and contingencies could be at amounts that are different from our currently recorded reserves and that such differences could be material.

Based on our review of the latest information available, we believe our ultimate liability in connection with pending tax and legal proceedings, claims and litigation will not have a material effect on our results of operations, cash flows or financial position, with the possible exception of the matters described below.

To understand our exposure to the potential liabilities described below, it is important to understand the relationship between us and Moody’s Corporation, our predecessors and other parties that, through various corporate reorganizations and contractual commitments, have assumed varying degrees of responsibility with respect to such matters.

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

In November 1996, the Company then known as The Dun & Bradstreet Corporation (“D&B1”) separated through a spin-off into three separate public companies: D&B1, ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Distribution”). This was accomplished through a spin-off by D&B1 of its stock in ACNielsen and Cognizant. In June 1998, D&B1 separated through a spin-off into two separate public companies: D&B1, which changed its name to R.H. Donnelley Corporation (“Donnelley/D&B1”), and a new company named The Dun & Bradstreet Corporation (“D&B2”) (the “1998 Distribution”). During 1998, Cognizant separated into two separate public companies: IMS Health Incorporated (“IMS”) and Nielsen Media Research, Inc. (“NMR”) (the “1998 Cognizant Distribution”). (NMR was subsequently acquired by VNU BV, and in 2008 VNU changed its name to The Nielsen Company BV (“Nielsen”).) In September 2000, D&B2 separated through a spin-off into two separate public companies: D&B2, which changed its name to Moody’s Corporation (“Moody’s” and also referred to elsewhere in this Quarterly Report on Form 10-Q as “Moody’s/D&B2”), and a new company named The Dun & Bradstreet Corporation (“we” or “D&B3” and also referred to elsewhere in this Quarterly Report on Form 10-Q as “D&B”) (the “2000 Distribution”).

Tax Matters

Moody’s/D&B2 and its predecessors entered into global tax-planning initiatives in the normal course of business, principally through tax-free restructurings of both their foreign and domestic operations. As further described below, we undertook contractual obligations to be financially responsible for a portion of certain liabilities arising from certain historical tax-planning initiatives (“Legacy Tax Matters”).

As of the end of 2005, settlement agreements had been executed with the Internal Revenue Service (“IRS”) with respect to the Legacy Tax Matters previously referred to in our SEC filings as “Utilization of Capital Losses” and “Royalty Expense Deductions.” With respect to the Utilization of Capital Losses matter, the settlement agreement resolved the matter in its entirety. For the Royalty Expense Deductions matter, the settlement covered tax years 1995 and 1996, which represented substantially all of the total potential liability to the IRS, including penalties. We believe we are adequately reserved for the remaining exposure.

In addition, with respect to these two settlement agreements, we believe that IMS and NMR did not pay the IRS the full portion of the settlements they were required to pay under the applicable spin-off agreements. Because we had agreed with Donnelley/D&B1 that we and Moody’s would cover any shortfall to the IRS, D&B and Moody’s each paid the IRS approximately $12.8 million more than required by the spin-off agreements. Our efforts to obtain reimbursement from IMS and NMR for payment of this shortfall were unsuccessful.

In August 2006, we, together with Donnelley/D&B1 and Moody’s/D&B2, filed an arbitration to enforce our rights and recover amounts owed by IMS and NMR with respect to the Utilization of Capital Losses matter. In September 2008, the Arbitration Tribunal awarded D&B, Donnelley/D&B1 and Moody’s/D&B2 $13.3 million collectively, which amount was paid by IMS/NMR, and we have recorded a net after-tax gain of $5.0 million.

We, Donnelley/D&B1 and Moody’s/D&B2, may also commence arbitration against IMS and NMR with respect to amounts owed by them with respect to the Royalty Expense Deductions matter.

We believe that the resolution of the remaining exposure to the IRS under the Royalty Expense Deductions matter and the foregoing disputes with IMS and NMR will not have a material adverse impact on D&B’s financial position, results of operations or cash flows.

With regard to the Legacy Tax Matter referred to as “Amortization and Royalty Expense Deductions/Royalty Income—1997-2007,” we previously disclosed that we made a deposit of $39.8 million with the IRS in March 2006. In November 2007, we requested the return of that deposit. In November 2007, the IRS applied $16 million of our deposit in satisfaction of deficiencies assessed for tax years 1997, 1998, 2001 and 2002. The IRS returned approximately $8 million of the deposit to us in 2007, and approximately $19 million during 2008 (which included interest of approximately $2 million resulting in a gain of approximately $1.3 million, net of tax during the nine months ended September 30, 2008) of which approximately $2 million was collected in July 2008.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Hoover’s—Initial Public Offering Litigation

On November 15, 2001, a putative shareholder class action lawsuit was filed against Hoover’s Inc. (“Hoover’s”), certain of its then current and former officers and directors (the “Individual Defendants”), and one of the underwriters of Hoover’s July 1999 initial public offering (“IPO”). The lawsuit was filed in the U.S. District Court for the Southern District of New York on behalf of purchasers of Hoover’s stock between July 20, 1999 and December 6, 2000. The operative complaint alleges violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 against Hoover’s and the Individual Defendants. Plaintiffs allege that the underwriter allocated stock in Hoover’s IPO to certain investors in exchange for commissions and agreements by those investors to make additional purchases of stock in the aftermarket at prices above the IPO price. Plaintiffs allege that the prospectus for Hoover’s IPO was false and misleading because it did not disclose these arrangements.

The defense of the action is being coordinated with more than 300 other nearly identical actions filed against other companies. Hoover’s moved to dismiss all claims against it but the motion was denied. On December 5, 2006, the Second Circuit vacated a decision by the district court granting class certification in six “focus” cases, which are intended to serve as test cases. Plaintiffs selected these six cases, which do not include Hoover’s. On April 6, 2007, the Second Circuit denied the petition for rehearing filed by plaintiffs, but noted that plaintiffs could ask the district court to certify more narrow classes than those that were rejected.

Prior to the Second Circuit’s decision, the majority of issuers, including Hoover’s, had submitted a settlement agreement to the district court for approval. In light of the Second Circuit opinion, the parties agreed that the settlement could not be approved because the defined settlement class, like the litigation class, cannot be certified. On June 25, 2007, the district court approved a stipulation filed by the plaintiffs and the issuers which terminated the proposed settlement. On August 14, 2007, plaintiffs filed amended complaints in the six focus cases. On September 27, 2007, the plaintiffs moved to certify a class in the six focus cases. On November 14, 2007, the issuers and the underwriters named as defendants in the six focus cases filed motions to dismiss the amended complaints against them. On March 26, 2008, the district court dismissed the Securities Act claims of those members of the putative classes in the focus cases who sold their securities for a price in excess of the initial offering price and those who purchased outside the previously certified class period. With respect to all other claims, the motions to dismiss were denied. On October 10, 2008, at the request of Plaintiffs, Plaintiffs’ motion for class certification was withdrawn, without prejudice. Due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of the matter. No amount in respect of any potential judgment in this matter has been accrued in our consolidated financial statements.

Other Matters

In the normal course of business, and including without limitation, our merger and acquisition activities and financing transactions, D&B indemnifies other parties, including customers, lessors and parties to other transactions with D&B, with respect to certain matters. D&B has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. D&B has also entered into indemnity obligations with its officers and directors. Additionally, in certain circumstances, D&B issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by D&B under these agreements have not had a material impact on our consolidated financial statements.

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 8 — Income Taxes

Effective Tax Rate From Continuing Operations

For the three months ended September 30, 2008, our effective tax rate was 29.6%, as compared to 39.7% for the three months ended September 30, 2007. The effective tax rate for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007, was positively impacted by the favorable settlement of global tax audits and by lower tax rates in certain foreign and U.S. jurisdictions and negatively impacted by the true-up of prior period deferred tax balances. The effective tax rate for the three months ended September 30, 2007 was negatively impacted by a change in the United Kingdom (“UK”) tax law, enacted in the third quarter of 2007, impacting our net deferred tax asset.

For the nine months ended September 30, 2008, our effective tax rate was 23.7%, as compared to 26.8% for the nine months ended September 30, 2007. The effective tax rate for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007, was positively impacted by the favorable settlement of global tax audits including the liquidation of dormant International corporations and/or divested entities and negatively impacted by the true-up of prior period deferred tax balances. The effective tax rate for the nine months ended September 30, 2007 was positively impacted by the release of reserves for uncertain tax positions primarily due to the resolution of a legacy tax matter with the IRS for 1997 – 2002 and negatively impacted by a change in the UK tax law, enacted in the third quarter of 2007, impacting our net deferred tax asset.

FIN 48

The total amount of unrecognized tax benefits as of September 30, 2008 was $101.9 million. During the three months ended September 30, 2008, we decreased our unrecognized tax benefits by approximately $9.5 million (net of increases). The decrease is primarily related to the favorable settlement of global tax audits. For the nine months ended September 30, 2008, we decreased our unrecognized tax benefits by approximately $30.0 million (net of increases). The decrease primarily related to the favorable settlement of global tax audits including the liquidation of dormant International corporations and/or divested entities and the expiration of a statute of limitations. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $72.8 million, net of tax benefits. We do not believe it is reasonably possible that the unrecognized tax benefits will significantly change within the next twelve months.

We or one of our subsidiaries files income tax returns in the U.S. federal, and various state, local and foreign jurisdictions. In the U.S. federal jurisdiction, we are no longer subject to examinations by the IRS for years prior to 2004. In state and local jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2003. In foreign jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2002.

We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized in the three month and nine month periods ended September 30, 2008 was $0.6 million and $2.3 million, net of tax benefits, respectively, as compared to $0.9 million and $2.6 million, net of tax benefits in the three month and nine month periods ended September 30, 2007, respectively. The total amount of accrued interest as of September 30, 2008 was $6.3 million, net of tax benefits, as compared to $9.0 million, net of tax benefits, as of September 30, 2007.

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 9 — Pension and Postretirement Benefits

The following table sets forth the components of the net periodic (income) cost associated with our pension plans and our postretirement benefit obligations.

	Pension Plans												Postretirement Benefit Obligations
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007			2008			2007			2008			2007
Components of Net Periodic Cost:
Service cost	$	1.2		$	1.4		$	4.3		$	10.2		$	0.2		$	0.2		$	0.5		$	0.5
Interest cost		23.8			22.7			71.6			68.4			1.1			1.2			3.5			3.6
Expected return on plan assets		(29.7	)		(29.4	)		(91.2	)		(87.6	)		—			—			—			—
Amortization of prior service cost (credit)		0.2			0.3			0.7			1.2			(1.9	)		(1.9	)		(5.6	)		(5.6	)
Recognized actuarial loss (gain)		3.5			5.5			12.2			18.1			(0.7	)		(0.4	)		(1.5	)		(1.2	)
Net Periodic (Income) Cost	$	(1.0	)	$	0.5		$	(2.4	)	$	10.3		$	(1.3	)	$	(0.9	)	$	(3.1	)	$	(2.7	)

We previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 that we expect to contribute $23.5 million to our U.S. Non-Qualified plans and non-U.S. pension plans and $11.0 million to our postretirement benefit plan for the year ended December 31, 2008. As of September 30, 2008, we have made contributions to our U.S. Non-Qualified and non-U.S. pension plans and postretirement benefit plan of $16.6 million and $4.9 million, respectively.

Effective June 30, 2007, we amended The Dun & Bradstreet Corporation Retirement Account (the “U.S. Qualified Plan”). Any pension benefit that had been accrued through such date under the U.S. Qualified Plan was “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan. All non-vested U.S. Qualified Plan participants who were actively employed as of June 30, 2007 were immediately vested on July 1, 2007. As a result, we recognized a curtailment charge of $3.2 million during the six months ended June 30, 2007. We also remeasured all of our U.S. pension plans as a result of this plan change in accordance with SFAS No. 88, “Employers Accounting for Settlements and Curtailments of Defined Benefit Plans and for Termination Benefits” and recognized pre-tax income of $56.8 million in “Other Comprehensive Income” to reflect changes in the funded status of our U.S. pension plans on the remeasurement date. The associated tax was $22.7 million.

We have also amended our 401(k) Plan (the “401(k) Plan”) effective July 1, 2007, to increase our match formula from 50% to 100% of a team member’s contributions and to increase the maximum match to seven percent (7%), from six percent (6%), of such team member’s eligible compensation, subject to certain 401(k) Plan limitations.

Due to the recent equity market volatility, our U.S. pension asset decreased from approximately $1,372 million at December 31, 2007, to approximately $1,123 million at September 30, 2008, primarily due to negative asset performance. This will negatively impact our projected benefit obligation funded status and 2009 pension income.

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 10 — Segment Information

The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated by management on a timely basis to assess performance and to allocate resources. We manage our operations and our results are reported under the following two segments: U.S. and International (which consists of operations in Europe, Canada, Asia Pacific and Latin America). Our customer solution sets are Risk Management Solutions ™ , Sales & Marketing Solutions ™ and Internet Solutions ™ (formerly known as E-Business Solutions ™ ). Inter-segment sales are immaterial and no single customer accounted for 10% or more of the Company’s total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges because restructuring charges are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business. See Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading “How We Manage Our Business” in this Quarterly Report on Form 10-Q for further details. Additionally, transition costs, which are period costs such as consulting fees, costs of temporary employees, relocation costs and stay bonuses incurred to implement our Financial Flexibility Programs, are not allocated to our business segments.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
Revenue:
U.S.	$	311.0		$	291.9		$	951.5		$	886.0
International		98.2			82.8			300.1			248.5
Consolidated Total	$	409.2		$	374.7		$	1,251.6		$	1,134.5
Operating Income (Loss):
U.S.	$	109.6		$	102.8		$	333.3		$	307.9
International		19.2			14.1			57.9			45.5
Total Divisions		128.8			116.9			391.2			353.4
Corporate and Other(1)		(37.6	)		(21.5	)		(93.7	)		(83.6	)
Consolidated Total		91.2			95.4			297.5			269.8
Non-Operating Income (Expense), Net		1.1			(4.5	)		(23.5	)		(6.8	)
Income from Continuing Operations Before Provision for Income Taxes, Minority Interest and Equity in Net Income of Affiliates	$	92.3		$	90.9		$	274.0		$	263.0

(1) The following table summarizes “Corporate and Other:”

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
Corporate Costs	$	(17.3	)	$	(17.3	)	$	(54.7	)	$	(53.6	)
Transition Costs (costs to implement our Financial Flexibility Programs)		(3.1	)		(3.1	)		(10.2	)		(9.2	)
Restructuring Expense		(17.2	)		(1.1	)		(28.8	)		(20.8	)
Total Corporate and Other	$	(37.6	)	$	(21.5	)	$	(93.7	)	$	(83.6	)

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Supplemental Geographic and Customer Solution Set Information:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Customer Solution Set Revenue:
U.S.:
Risk Management Solutions	$	193.5	$	186.6	$	590.0	$	563.6
Sales & Marketing Solutions		88.2		79.9		274.0		249.5
Internet Solutions		29.3		25.4		87.5		72.9
Total U.S. Revenue		311.0		291.9		951.5		886.0
International:
Risk Management Solutions		79.6		67.3		238.4		197.6
Sales & Marketing Solutions		16.9		13.7		56.4		45.6
Internet Solutions		1.7		1.8		5.3		5.3
Total International Revenue		98.2		82.8		300.1		248.5
Consolidated Total:
Risk Management Solutions		273.1		253.9		828.4		761.2
Sales & Marketing Solutions		105.1		93.6		330.4		295.1
Internet Solutions		31.0		27.2		92.8		78.2
Consolidated Total	$	409.2	$	374.7	$	1,251.6	$	1,134.5

	At September 30, 2008		At December 31, 2007
Assets:
U.S.	$	645.8	$	677.6
International		563.6		581.5
Total Divisions		1,209.4		1,259.1
Corporate and Other (primarily domestic pensions and taxes)		432.9		399.7
Consolidated Total	$	1,642.3	$	1,658.8
Goodwill(2):
U.S.	$	228.1	$	217.2
International		127.8		126.6
Consolidated Total	$	355.9	$	343.8

(2) The increase in goodwill in the U.S. segment from $217.2 million at December 31, 2007 to $228.1 million at September 30, 2008 was primarily due to earn-out payments made for the achievement of certain financial performance metrics attributable to the acquisition of First Research, Inc. (“First Research”) of $4.0 million, purchase accounting adjustments of $3.1 million and $3.4 million for deferred tax assets attributable to the acquisition of Purisma, Incorporated and AllBusiness.com, Inc., respectively, and a working capital adjustment of $0.5 million attributable to the Education Division of Automation Research, Inc. d/b/a MKTG Services (“MKTG Services”).

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 11 — Acquisitions

Visible Path

During the first quarter of 2008, we acquired substantially all of the assets and assumed certain liabilities related to Visible Path for $4.2 million. Visible Path is a web-based social networking service provider located in Foster City, California. We acquired the business in connection with the execution of our Internet strategy. The results of Visible Path have been included in our consolidated financial statements since the date of acquisition.

We are in the process of finalizing the valuation of the acquired assets and liabilities assumed and transaction costs in connection with the acquisition. As a result, the allocation of the purchase price is subject to future adjustment. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2008 is not material, and, as such, pro forma financial results have not been presented.

Education Division of Automation Research, Inc. d/b/a MKTG Services

During the third quarter of 2007, we acquired substantially all of the assets and assumed certain liabilities related to MKTG Services for $3.5 million with cash on hand. MKTG Services was a provider of educational sales and marketing solutions. The results of MKTG Services have been included in our consolidated financial statements since the date of acquisition.

The transaction was valued at $3.9 million, inclusive of transaction costs of $0.4 million and a working capital adjustment of $0.5 million, recorded in accordance with SFAS No. 141. The acquisition was accounted for under the purchase method of accounting. As a result, the purchase price was allocated to acquired tangible assets and liabilities assumed on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $1.3 million and $2.3 million, respectively. The goodwill was assigned to our U.S. reporting unit. Of the $2.3 million of acquired intangible assets, $1.8 million was assigned to customer relationships, $0.3 million was assigned to technology and $0.2 million was assigned to database. These intangible assets, with useful lives from three to eight years, are being amortized over a weighted-average useful life of 7.3 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2007 is not material, and, as such, pro forma financial results have not been presented.

n2 Check Limited

During the second quarter of 2007, we acquired substantially all of the assets of n2 Check, a credit and risk management company based in Kent, UK for an upfront payment of $4.3 million and a potential earn-out of up to $4.0 million based on certain financial performance metrics for the 12 month periods ending March 31, 2008 and 2009. Prior to the acquisition, n2 Check was a provider of credit and risk management data to small and mid-size businesses in the UK. The results of n2 Check have been included in our consolidated financial statements since the date of acquisition.

The transaction was valued at $5.0 million, inclusive of transaction costs of $0.3 million, and an earn-out of $0.3 million which we paid in the third quarter of 2008 (recorded in accordance with SFAS No. 141). The acquisition was accounted for under the purchase method of accounting. As a result, the purchase price was allocated to acquired tangible assets and liabilities assumed on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $3.0 million and $3.3 million, respectively. The goodwill was assigned to our International reporting unit. Of the $3.3 million of acquired intangible assets, $1.6 million was assigned to customer relationships, $1.1 million was assigned to trade name and $0.6 million was assigned to technology. These intangible assets, with useful lives from five to fourteen years, are being amortized over a weighted-average useful life of 12.3 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2007 is not material, and, as such, pro forma financial results have not been presented.

23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

First Research, Inc.

During the first quarter of 2007, we acquired 100% of the outstanding capital stock of First Research with borrowings under our credit facility, for an upfront payment of $22.5 million and a potential earn-out of up to an additional $4.0 million based on the achievement of certain 2007 and 2008 financial performance metrics. First Research is based in Raleigh, North Carolina and is a provider of editorial-based industry insight for its customers on over 220 industries via the Internet. The results of First Research’s operations have been included in our consolidated financial statements since the date of acquisition. As part of our Internet strategy, we are investing in Hoover’s to increase the value we deliver to our customers and accelerate the growth of our Internet solutions. Through this acquisition, we believe that we meet the needs of our Hoover’s customers and are expanding our reach to new customers.

The transaction was valued at $27.0 million, inclusive of cash acquired of $0.7 million, a working capital adjustment of $0.2 million, transaction costs of $0.3 million and an earn out of $4.0 million, of which $2.5 million was paid out in the first quarter of 2008 based on 2007 performance and $1.5 million was paid out in the second quarter of 2008 based on first half of 2008 performance (recorded in accordance with SFAS No. 141). The acquisition was accounted for under the purchase method of accounting. As a result, the purchase price was allocated to acquired tangible assets and liabilities assumed on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $21.2 million and $6.3 million, respectively. The goodwill was assigned to our U.S. reporting unit. Of the $6.3 million of acquired intangible assets, $5.2 million was assigned to subscriber relationships, $1.0 million was assigned to proprietary products and $0.1 million was assigned to trade name. These acquired intangible assets, with useful lives of eighteen months to eight years, are being amortized over a weighted average useful life of 5.5 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. The impact the acquisition would have had on our results had the acquisition occurred at the beginning of 2007 is not material, and, as such, pro forma financial results have not been presented.

Huaxia/D&B China Joint Venture

During the first quarter of 2007, we entered into an agreement with Huaxia International Credit Consulting Co. Limited (“HICC”) and established a new joint venture or “Huaxia/D&B China Joint Venture” to do business as Huaxia/D&B China. HICC is a leading provider of business information and credit management services in China. Under the agreement, each shareholder contributed its existing business into the joint venture and we have a 51% majority ownership interest. The results of the joint venture operations have been included in our consolidated financial statements since the date of formation.

The transaction was accounted for under SFAS No. 141, EITF No. 01-2, “Interpretations of APB Opinion No. 29,” or “EITF No. 01-2,” and Accounting Principles Board Opinion (“APB”) No. 29, “Accounting for Nonmonetary Transactions,” or “APB No. 29.” The transaction was valued at $9.3 million, inclusive of transaction costs of $2.4 million. Pursuant to EITF No. 01-2 and APB No. 29, we were required to recognize a gain of $5.8 million related to the minority owner’s share of the difference between the fair value of our contributed business and its carrying amount. The purchase price was allocated to tangible assets and liabilities on the basis of their respective fair values with the remaining purchase price recognized as goodwill and intangible assets of $7.3 million and $3.8 million, respectively. The goodwill was assigned to our International reporting unit. Of the $3.8 million of acquired intangible assets, $1.5 million was assigned to customer relationships, $0.6 million was assigned to trade name and $1.7 million was assigned to database. These acquired intangible assets, with useful lives of one to eight years, are being amortized over a weighted average useful life of 4.2 years and are recorded as “Trademarks, Patents and Other” within Other Non-Current Assets in our consolidated balance sheet since the date of acquisition. In connection with this transaction, we also entered into a guarantee agreement for $5.0 million with a related party who is a major shareholder of HICC and who serves as a guarantor. The guarantee provides that HICC and its related parties will perform their obligations in accordance with the terms of the joint venture. This guarantee is recorded as an intangible asset being amortized over an estimated useful life of ten years. The impact the transaction would have had on our results had the transaction occurred at the beginning of 2007 is not material, and, as such, pro forma financial results have not been presented.

24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Treatment of Goodwill

The goodwill associated with First Research and the Huaxia/D&B China Joint Venture is not deductible for tax purposes. The acquisitions of n2 Check and MKTG Services were asset acquisitions and, as a result, the associated goodwill is deductible for tax purposes.

Note 12 — Other Accrued and Current Liabilities

	At September 30, 2008		At December 31, 2007
Restructuring Accruals	$	22.9	$	6.1
Professional Fees		39.6		57.0
Operating Expenses		41.3		30.1
Spin-Off Obligation(1)		21.3		19.9
Dividends Payable(2)		—		17.1
Other Accrued Liabilities		51.6		47.1
	$	176.7	$	177.3

(1) As part of our spin-off from Moody’s/D&B2 in 2000, Moody’s/D&B2 and D&B entered into a Tax Allocation Agreement (“TAA”). Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct the compensation expense associated with the exercise of Moody’s stock options (including Moody’s stock options exercised by D&B employees) and D&B would be entitled to deduct the compensation expense associated with the exercise of D&B stock options (including D&B stock options exercised by employees of Moody’s/D&B2). Put simply, the tax deduction would go to the company that granted the stock options, rather than to the employer of the individual exercising the stock options. The TAA provides, however, that if the IRS issues rules, regulations or other authority contrary to the agreed-upon treatment of the compensation expense deductions under the TAA, then the party that becomes entitled under such guidance to take the deduction may be required to reimburse the tax benefit it has realized, in order to compensate the other party for its loss of such deduction. In 2002 and 2003, the IRS issued rulings that appear to provide that, under the circumstances applicable to Moody’s/D&B2 and D&B, the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (i.e., D&B would be entitled to deduct the compensation expense associated with D&B employees exercising Moody’s/D&B2 options and Moody’s/D&B2 would be entitled to deduct the compensation expense associated with Moody’s/D&B2 employees exercising D&B options). We have filed tax returns for 2001 through 2007, and made estimated tax deposits for 2008, consistent with the IRS’ rulings. We received (or believe we are due) the benefit of additional tax deductions, and under the TAA we may be required to reimburse Moody’s/D&B2 for the loss of income tax deductions relating to tax years 2003 to the third quarter of 2008 of approximately $21.3 million in the aggregate for such years. We have paid over the years to Moody’s/D&B2 approximately $30.1 million under the TAA. We did not make any payments during the nine month period ended September 30, 2008. We may also be required to pay additional amounts in the future based upon interpretations by the parties of the TAA and the IRS’ rulings, timing of future exercises of stock options, the future price of stock underlying the stock options and relevant tax rates. As of September 30, 2008, current and former employees of D&B held 0.3 million Moody’s stock options. These stock options had a weighted average exercise price of $10.96 and a remaining weighted average contractual life of one year. All of these stock options are currently exercisable. We and Moody’s are trying to amicably resolve this matter.

(2) In December 2007, our Board of Directors approved the declaration of a $0.30 per share dividend for the first quarter of 2008. This cash dividend was payable on March 17, 2008, to shareholders of record at the close of business on February 29, 2008. During the three months ended March 31, 2008, we paid the first quarter 2008 dividend.

25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 13 — Fair Value Disclosures

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The provisions of SFAS No. 157 have been applied prospectively beginning January 1, 2008 for all financial assets and liabilities recognized in the consolidated financial statements at fair value. For all non-financial assets and liabilities that are recognized at fair value in the consolidated financial statements on a non-recurring basis, we applied the provisions of FSP FAS 157-2 and delayed the effective date of SFAS No. 157 until January 1, 2009. Our non-recurring non-financial assets and liabilities include long-lived assets held and used, goodwill and intangible assets. The measurement provisions of SFAS No. 157 will not be applied to measure these non-recurring non-financial assets and liabilities until January 1, 2009. We are currently assessing the potential impact of SFAS No. 157 for all non-recurring non-financial assets and liabilities included in our consolidated financial statements.

Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated loans, investments and certain third-party and intercompany transactions and, from time-to-time, we have used foreign exchange option contracts to reduce our International earnings exposure to adverse changes in foreign currency exchange rates. Fair value for derivative financial instruments is determined utilizing a market approach.

The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of September 30, 2008, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by SFAS No. 157, are as follows:

Level Input:	Input Definition:
Level I	Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
Level II	Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
Level III	Unobservable inputs for the asset or liability in which little or no market data exists therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

The following table summarizes fair value measurements by level at September 30, 2008 for assets measured at fair value on a recurring basis:

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2008
Assets:
Cash and Cash Equivalents(1)	$	131.1	$	—	$	—	$	131.1
Other Current Assets:
Foreign Exchange Forwards(2)	$	—	$	8.6	$	—	$	8.6
Option Contracts(2)	$	—	$	1.4	$	—	$	1.4
Liabilities:
Other Accrued and Current Liabilities:
Foreign Exchange Forwards(2)	$	—	$	9.5	$	—	$	9.5

(1) Cash and cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less at the time of maturity.

(2) Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.

Note 14 — Discontinued Operations

On December 27, 2007, we sold our Italian real estate business for $9.0 million, which was a part of our International segment, and we have reclassified the historical financial results of the Italian real estate business as discontinued operations. We have reflected the results of this business as discontinued operations in the consolidated statement of earnings for all periods presented. We have recorded the resulting gain of $0.4 million (both pre-tax and after-tax) from the sale in the first quarter of 2008 in the consolidated statement of earnings. As of September 30, 2008, we received $9.0 million in cash.

Results of discontinued operations were comprised of:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2008		2007			2008		2007
Revenue	$	—	$	15.2		$	4.1	$	44.5
Operating Income	$	—	$	3.6		$	0.7	$	7.9
Non-Operating Income (Expense) - Net		—		0.1			—		0.1
Income before Provision for Income Taxes		—		3.7			0.7		8.0
Provision for Income Taxes		—		1.7			—		3.7
Minority Interest Income (Expense)		—		(1.5	)		—		(2.2	)
Income from Discontinued Operations	$	—	$	0.5		$	0.7	$	2.1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)-continued

(Tabular dollar amounts in millions, except per share data)

Note 15 — Subsequent Events

Dividend Declaration

In November 2008, our Board of Directors approved the declaration of a dividend of $0.30 per share for the fourth quarter of 2008. This cash dividend will be payable on December 12, 2008 to shareholders of record at the close of business on November 28, 2008.

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Item 1a. Risk Factors

We may be adversely affected by the current economic environment

As a result of the credit market crisis and other macro-economic challenges currently affecting the economy of the United States and other parts of the world, our customers or vendors may experience cash flow problems. This may cause our customers to delay, cancel or significantly decrease their purchases from us and we may experience delays in payment or their inability to pay amounts owed to us. In addition, our vendors may substantially increase their prices without notice. Any such change in the behavior of our customers or vendors may adversely affect our earnings and cash flow. If economic conditions in the United States and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our business and operating results.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The Dun & Bradstreet Corporation (“D&B” or “we” or “our”) is the world’s leading source of commercial information and insight on businesses, enabling customers to Decide with Confidence ^® for over 167 years. Our global commercial database contains more than 130 million business records. The database is enhanced by our proprietary DUNSRight ^® Quality Process, which provides our customers with quality business information. This quality information is the foundation of our global solutions that customers rely on to make critical business decisions.

We provide customers with three solution sets, which meet a diverse set of customer needs globally. Customers use our Risk Management Solutions ™ to mitigate credit risk, increase cash flow and drive increased profitability; our Sales & Marketing Solutions ™ to increase revenue from new and existing customers; and our Internet Solutions ™ (formerly known as E-Business Solutions™) to convert prospects into clients faster by enabling business professionals to research companies, executives and industries.

On January 1, 2008, we began managing our Supply Management business as part of our Risk Management Solutions business. This is consistent with our overall strategy and also reflects customers’ needs to better understand the financial risk of their supply chain. As a result, the contributions of the Supply Management business are now reported as a part of Risk Management Solutions. We have reclassified our historical financial results set forth in Item 1. of this Quarterly Report on Form 10-Q. Prior to January 1, 2008, we reported the results of our Supply Management business as its own solution set.

How We Manage Our Business

For internal management purposes, we refer to “core revenue,” which we calculate as total operating revenue less the revenue of divested businesses. Core revenue is used to manage and evaluate the performance of our segments and to allocate resources because this measure provides an indication of the underlying changes in revenue in a single performance measure. Core revenue does not include reported revenue of divested businesses since they are not included in future revenue.

On December 27, 2007, we sold our Italian real estate business for $9.0 million, which was a part of our International segment, and we have reclassified the historical financial results of the Italian real estate business as discontinued operations for all periods presented as set forth in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 1. of this Quarterly Report on Form 10-Q. Accordingly, we have recorded the resulting gain from the sale of $0.4 million (both pre-tax and after-tax) in the first quarter of 2008 in the consolidated statement of earnings. As of September 30, 2008, we received $9.0 million in cash.

We also isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both with and without the effects of foreign exchange. As a result, we monitor our core revenue growth both after and before the effects of foreign exchange. Core revenue growth excluding the effects of foreign exchange is referred to as “revenue growth before the effects of foreign exchange.”

We have historically from time-to-time and we may continue to further analyze core revenue growth before the effects of foreign exchange among two components, “organic core revenue growth” and “core revenue growth from acquisitions.” We analyze “organic core revenue growth” and “core revenue growth from acquisitions” because management believes this information provides an important insight into the underlying health of our business. Core revenue includes the revenue from acquired businesses from the date of acquisition.

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We evaluate the performance of our business segments based on segment revenue growth before the effects of foreign exchange, and segment operating income growth before certain types of gains and charges that we consider do not reflect our underlying business performance. Specifically, for management reporting purposes, we evaluate business segment performance “before non-core gains and charges” because such charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations. A recurring component of non-core gains and charges are our restructuring charges, which result from a foundational element of our growth strategy that we refer to as Financial Flexibility. Through Financial Flexibility, management identifies opportunities to improve the performance of the business in terms of quality, efficiency and cost, in order to generate savings primarily to invest for growth. Such charges are variable from period-to-period based upon actions identified and taken during each period. Management reviews operating results before such charges on a monthly basis and establishes internal budgets and forecasts based upon such measures. Management further establishes annual and long-term compensation such as salaries, target cash bonuses and target equity compensation amounts based on such measures and a significant percentage weight is placed upon such measures in determining whether performance objectives have been achieved. Management believes that by eliminating restructuring charges from such financial measures, and by being overt to shareholders about the results of our operations excluding such charges, business leaders are provided incentives to recommend and execute actions that are in the best long-term interests of our shareholders, rather than being influenced by the potential impact a charge in a particular period could have on their compensation. Additionally, transition costs (period costs such as consulting fees, costs of temporary employees, relocation costs and stay bonuses incurred to implement the Financial Flexibility component of our strategy) are reported as “Corporate and Other” expenses and are not allocated to our business segments. See Note 10 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for financial information regarding our segments.

Similarly, when we evaluate the performance of our business as a whole, we focus on results (such as operating income, operating income growth, operating margin, net income, tax rate (defined as provision for income taxed divided by income before income taxes) and diluted earnings per share) before non-core gains and charges because such non-core gains and charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations and may drive behavior that does not ultimately maximize shareholder value. Additionally, for 2008 our non-GAAP (generally accepted accounting principles in the United States of America) measures reflect results on a continuing operations basis. It may be concluded from our presentation of non-core gains and charges that the items that result in non-core gains and charges may occur in the future.

We also use “free cash flow” to manage our business. We define free cash flow as net cash provided by operating activities minus capital expenditures and additions to computer software and other intangibles. Free cash flow measures our available cash flow for potential debt repayment, acquisitions, stock repurchases and additions to cash, cash equivalents and short-term investments. We believe free cash flow to be relevant and useful to our investors as this measure is used by our management in evaluating the funding available after supporting our ongoing business operations and our portfolio of product investments.

Free cash flow should not be considered as a substitute measure for, or superior to, net cash flows provided by operating activities, investing activities or financing activities. Therefore, we believe it is important to view free cash flow as a complement to our consolidated statements of cash flows.

The adjustments discussed herein to our results as determined under generally accepted accounting principles in the United States of America (“GAAP”) are among the primary indicators management uses as a basis for our planning and forecasting of future periods, to allocate resources, to evaluate business performance and, as noted above, for compensation purposes. However, these financial measures (results before non-core gains and charges and free cash flow) are not prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for total revenue, operating income, operating income growth, operating margin, net income, tax rate, diluted earnings per share, or net cash provided by operating activities, investing activities and financing activities prepared in accordance with GAAP. In addition, it should be noted that because not all companies calculate these financial measures similarly or at all, the presentation of these financial measures is not likely to be comparable to measures of other companies.

See “Results of Operations” below for a discussion of our results reported on a GAAP basis.

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Overview

Total revenue and core revenue were the same for the three month and nine month periods ended September 30, 2008 and 2007. Therefore, our discussion of our results of operations for the three month and nine month periods ended September 30, 2008 and 2007, references only our core revenue results.

We manage and report our operations under the following two segments:

• United States (“U.S.”); and

• International (which consists of operations in Europe, Canada, Asia Pacific and Latin America).

The financial statements of our subsidiaries outside the U.S. and Canada reflect a fiscal quarter ended August 31 to facilitate the timely reporting of our unaudited consolidated financial results and unaudited financial position.

The following table presents the contribution by segment to core revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Revenue:
U.S.	76	%	78	%	76	%	78	%
International	24	%	22	%	24	%	22	%

On January 1, 2008, we began managing our Supply Management business as part of our Risk Management Solutions business. This is consistent with our overall strategy and also reflects customers’ needs to better understand the financial risk of their supply chain. As a result, the contributions of the Supply Management business are now reported as a part of Risk Management Solutions. We have reclassified our historical financial results set forth in Item 1. of this Quarterly Report on Form 10-Q. Prior to January 1, 2008, we reported the results of our Supply Management business as its own solution set.

The following tables present contributions by customer solution set to core revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Revenue by Customer Solution Set:
Risk Management Solutions	67	%	68	%	66	%	68	%
Sales & Marketing Solutions	26	%	25	%	27	%	25	%
Internet Solutions	7	%	7	%	7	%	7	%

Our customer solution sets are discussed in greater detail in “Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2007.

Within our Risk Management Solutions, we monitor the performance of our “Traditional” products, our “Value-Added” products and our “Supply Management” products. Within our Sales & Marketing Solutions, we monitor the performance of our “Traditional” products and our “Value-Added” products.

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Risk Management Solutions

Our Traditional Risk Management Solutions generally consist of reports from our database used primarily for making decisions about new credit applications. Our Traditional Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue and Core Revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Risk Management Solutions Revenue	76	%	75	%	75	%	76	%
Core Revenue	51	%	51	%	50	%	51	%

Our Value-Added Risk Management Solutions generally support automated decision-making and portfolio management through the use of scoring and integrated software solutions. Our Value-Added Risk Management Solutions constituted the following percentages of total Risk Management Solutions Revenue and Core Revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Risk Management Solutions Revenue	19	%	20	%	20	%	20	%
Core Revenue	13	%	13	%	13	%	14	%

Our Supply Management Solutions can help companies maximize revenue growth, contain costs and comply with external regulations. Our Supply Management Solutions constituted the following percentages of total Risk Management Solutions Revenue and Core Revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Risk Management Solutions Revenue	5	%	5	%	5	%	4	%
Core Revenue	3	%	4	%	3	%	3	%

Sales & Marketing Solutions

Our Traditional Sales & Marketing Solutions generally consist of marketing lists, labels and customized data files used by our customers in their direct mail and marketing activities. Our Traditional Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue and Core Revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Sales & Marketing Solutions Revenue	45	%	47	%	41	%	45	%
Core Revenue	12	%	12	%	11	%	11	%

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Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions. Our Value-Added Sales & Marketing Solutions constituted the following percentages of total Sales & Marketing Solutions Revenue and Core Revenue:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Sales & Marketing Solutions Revenue	55	%	53	%	59	%	55	%
Core Revenue	14	%	13	%	16	%	14	%

Critical Accounting Policies and Estimates

In preparing our unaudited consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the critical accounting policies described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2007. During the nine months ended September 30, 2008, we updated our critical accounting policies as follows:

Restructuring Charges

Restructuring charges have been recorded in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 146, “Accounting for the Costs Associated with Exit or Disposal Activities,” (“SFAS No. 146”) or SFAS No. 112, “Employers’ Accounting for Postemployment Benefits,” (“SFAS No. 112”), as appropriate.

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with SFAS No. 146, which addresses financial accounting and reporting for costs associated with restructuring activities. Under SFAS No. 146, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

We record severance-related expenses once they are both probable and estimable in accordance with the provisions of SFAS No. 112 for severance costs provided under an ongoing benefit arrangement.

The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under a one-time benefit arrangement as defined by SFAS No. 146 or under an ongoing arrangement as described in SFAS No. 112. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

Recently Issued Accounting Standards

See Note 2 to our unaudited consolidated financial statements included in Item 1. of this Quarterly Report on Form 10-Q for disclosure of the impact that recent accounting pronouncements may have on our unaudited consolidated financial statements.

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Results of Operations

The following discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements and should be read in conjunction with the unaudited consolidated financial statements and related notes set forth in Item 1. of this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K for the year ended December 31, 2007, all of which have been prepared in accordance with GAAP.

Consolidated Revenue

The following table presents our revenue by segment:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
	(Amounts in millions)				(Amounts in millions)
Revenue:
U.S.	$	311.0	$	291.9	$	951.5	$	886.0
International		98.2		82.8		300.1		248.5
Core Revenue	$	409.2	$	374.7	$	1,251.6	$	1,134.5

The following table presents our revenue by customer solution set:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
	(Amounts in millions)				(Amounts in millions)
Revenue:
Risk Management Solutions	$	273.1	$	253.9	$	828.4	$	761.2
Sales & Marketing Solutions		105.1		93.6		330.4		295.1
Internet Solutions		31.0		27.2		92.8		78.2
Core Revenue	$	409.2	$	374.7	$	1,251.6	$	1,134.5

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

Core revenue increased $34.5 million, or 9% (8% increase before the effect of foreign exchange). The increase in core revenue was primarily driven by an increase in U.S. revenue of $19.1 million, or 7%, and an increase in International revenue of $15.4 million, or 19% (13% increase before the effect of foreign exchange). This increase was primarily due to:

• Increased revenue as a result of our recent acquisitions and our Tokyo Shoko Research/D&B Japan Joint Venture in 2007;

• Growth in each of our subscription plans for our Preferred Pricing Agreement and for our Preferred Pricing Agreement with DNBi from existing customers willing to increase the level of business they do with us, including the customers who previously purchased value-added solutions. These subscription plans provide our customers with unlimited use of our Risk Management reports and data, within pre-defined ranges, provided such customers commit to an increased level of spend from their historical levels;

• Early renewals (primarily from the fourth quarter of 2008) partially offset by renewals that shifted from the third quarter of 2008 into the second quarter of 2008; and

• The positive impact of foreign exchange.

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Customer Solution Sets

On a customer solution set basis, the $34.5 million increase in core revenue reflects:

• A $19.2 million, or 8%, increase in Risk Management Solutions (6% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $6.9 million, or 4%, and an increase in revenue in International of $12.3 million, or 18% (12% increase before the effect of foreign exchange);

• An $11.5 million, or 12% (both before and after the effect of foreign exchange), increase in Sales & Marketing Solutions. The increase was driven by growth in the U.S. of $8.3 million, or 10%, and an increase in revenue in International of $3.2 million, or 24% (20% increase before the effect of foreign exchange); and

• A $3.8 million, or 14% (both before and after the effect of foreign exchange), increase in Internet Solutions. The increase was driven by growth in the U.S. of $3.9 million, or 15% partially offset by a decrease in International of $0.1 million, or 1% (both before and after the effect of foreign exchange).

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

Core revenue increased $117.1 million, or 10% (9% increase before the effect of foreign exchange). The increase in core revenue was primarily driven by an increase in U.S. revenue of $65.5 million, or 7%, and an increase in International revenue of $51.6 million, or 21% (12% increase before the effect of foreign exchange). This increase was primarily due to:

• Increased revenue as a result of our recent acquisitions and our Tokyo Shoko Research/D&B Japan Joint Venture in 2007;

• Growth in each of our subscription plans for our Preferred Pricing Agreement and for our Preferred Pricing Agreement with DNBi from existing customers willing to increase the level of business they do with us, including the customers who previously purchased value-added solutions. These subscription plans provide our customers with unlimited use of our Risk Management reports and data, within pre-defined ranges, provided such customers commit to an increased level of spend from their historical levels;

• The positive impact of foreign exchange; and

• Early renewals (primarily from the fourth quarter of 2008).

Customer Solution Sets

On a customer solution set basis, the $117.1 million increase in core revenue reflects:

• A $67.2 million, or 9%, increase in Risk Management Solutions (7% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $26.4 million, or 5%, and an increase in revenue in International of $40.8 million, or 21% (12% increase before the effect of foreign exchange);

• A $35.3 million, or 12%, increase in Sales & Marketing Solutions (11% increase before the effect of foreign exchange). The increase was driven by growth in the U.S. of $24.5 million, or 10%, and an increase in revenue in International of $10.8 million, or 24% (16% increase before the effect of foreign exchange); and

• A $14.6 million, or 19% (both before and after the effect of foreign exchange), increase in Internet Solutions. The increase was driven by growth in the U.S. of $14.6 million, or 20%, and an increase in revenue in International of 2% (1% decrease before the effect of foreign exchange).

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Consolidated Operating Costs

The following table presents our consolidated operating costs and operating income for the three month and nine month periods ended September 30, 2008 and 2007.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
	(Amounts in millions)				(Amounts in millions)
Operating Expenses	$	116.6	$	103.5	$	362.5	$	319.3
Selling and Administrative Expenses		169.8		164.2		521.1		495.1
Depreciation and Amortization		14.4		10.5		41.7		29.5
Restructuring Charge		17.2		1.1		28.8		20.8
Operating Costs	$	318.0	$	279.3	$	954.1	$	864.7
Operating Income	$	91.2	$	95.4	$	297.5	$	269.8

Operating Expenses

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

Operating expenses increased $13.1 million, or 13%, for the three months ended September 30, 2008, compared to the three months ended September 30, 2007. The increase was primarily due to the following:

• Increased costs associated with our acquisition of Tokyo Shoko Research/D&B Japan Joint Venture, Purisma Incorporated and AllBusiness.com, Inc.;

• Costs associated with investments in connection with our strategy, such as DNBi, our interactive, web-based subscription service; and

• The impact of foreign exchange;

partially offset by:

• Lower costs as a result of reengineering efforts.

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

Operating expenses increased $43.2 million, or 14%, for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007. The increase was primarily due to the following:

• Costs associated with investments in connection with our strategy, such as DNBi, our interactive, web-based subscription service and investments to improve our customer satisfaction levels;

• Increased costs associated with our acquisition of Tokyo Shoko Research/D&B Japan Joint Venture, First Research, Inc., Purisma Incorporated and AllBusiness.com, Inc.;

• The impact of foreign exchange; and

• Increased technology costs associated with our D&B Worldwide Network;

partially offset by:

• Lower costs as a result of reengineering efforts.

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Selling and Administrative Expenses

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

Selling and administrative expenses increased $5.6 million, or 3%, for the three months ended September 30, 2008, compared to the three months ended September 30, 2007. The increase was primarily due to the following:

• Increased selling expenses related to investments to enhance our strategic capabilities, such as with our recent acquisitions and our Tokyo Shoko Research/D&B Japan Joint Venture; and

• Higher variable selling expenses related to increased revenue (i.e., commissions, marketing, etc.);

partially offset by:

• Lower costs as a result of reengineering efforts.

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

Selling and administrative expenses increased $26.0 million, or 5%, for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007. The increase was primarily due to the following:

• Increased selling expenses related to investments to enhance our strategic capabilities, such as with our recent acquisitions and our Tokyo Shoko Research/D&B Japan Joint Venture; and

• The impact of foreign exchange;

partially offset by:

• Lower costs as a result of reengineering efforts.

Matters Impacting Both Operating Expenses and Selling and Administrative Expenses

Pension, Postretirement and Profit Participation Plan

We had net pension income of $1.0 million and $2.4 million for the three month and nine month periods ended September 30, 2008, respectively. We had net pension cost of $0.5 million and $10.3 million for the three month and nine month periods ended September 30, 2007, respectively. The net increase in both periods in income was primarily driven by a 53 basis points and 100 basis points increase in the discount rate applied to our U.S. plans and the major International plans, respectively, in 2008, as well as lower actuarial loss amortization included in 2008.

We had postretirement benefit income of $1.3 million and $3.1 million for the three month and nine month periods ended September 30, 2008, respectively. We had postretirement benefit income of $0.9 million and $2.7 million for the three month and nine month periods ended September 30, 2007, respectively.

We had expense associated with our profit participation plan (“401(k) Plan”) of $4.2 million and $15.2 million for the three month and nine month periods ended September 30, 2008, respectively. We had expense associated with our 401(k) Plan of $3.9 million and $8.2 million for the three month and nine month periods ended September 30, 2007, respectively. The increase in expense in 2008 was due to the amendment of our matching policy in the profit participation plan effective July 1, 2007, to increase our match formula from 50% to 100% of a team member’s contributions and to increase the maximum match to seven percent from six percent, of such team member’s eligible compensation, subject to certain 401(k) Plan limitations.

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We consider pension income (cost) and postretirement benefit income (cost) to be part of our compensation costs and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs.

Due to the recent equity market volatility, our U.S. pension asset decreased from approximately $1,372 million at December 31, 2007, to approximately $1,123 million at September 30, 2008, primarily due to negative asset performance. This will negatively impact our projected benefit obligation funded status and 2009 pension income.

Stock-Based Compensation

For the three month and nine month periods ended September 30, 2008, we recognized total stock-based compensation expense of $6.9 million and $21.5 million, compared to $6.2 million and $19.9 million for the three month and nine month periods ended September 30, 2007, respectively.

Expense associated with our stock option programs was $2.5 million and $8.6 million for the three month and nine month periods ended September 30, 2008, compared to $2.6 million and $9.2 million for the three month and nine month periods ended September 30, 2007, respectively. The decrease for the nine months ended September 30, 2008 compared to the same period in 2007 was primarily due to fewer options outstanding in 2008.

Expense associated with restricted stock, restricted stock unit and restricted stock opportunity awards was $4.2 million and $12.1 million for the three month and nine month periods ended September 30, 2008, compared to $3.4 million and $9.9 million for the three month and nine months periods ended September 30, 2007, respectively. The increase was primarily due to the addition of the 2008 grant and special grants in the fourth quarter of 2007.

Expense associated with our Employee Stock Purchase Plan (“ESPP”) was $0.2 million and $0.8 million for the three month and nine month periods ended September 30, 2008, compared to $0.2 million and $0.8 million for the three month and nine month periods ended September 30, 2007, respectively.

We expect total equity-based compensation of approximately $29.0 million for 2008. We consider these costs to be part of our compensation costs and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs.

Depreciation and Amortization

Depreciation and amortization increased $3.9 million, or 37%, for the three months ended September 30, 2008, compared to the three months ended September 30, 2007. Depreciation and amortization increased $12.2 million, or 41%, for the nine months ended September 30, 2008, compared to the nine months ended September 30, 2007. The increase for the three month and nine month periods ended September 30, 2008 was primarily driven by the increased capital costs for revenue generating investments to enhance our strategic capabilities (such as DNBi and our DUNSRight quality process) and the amortization of acquired intangible assets.

Restructuring Charge

Restructuring charges have been recorded in accordance with SFAS No. 146 and/or SFAS No. 112, as appropriate.

We account for one-time termination benefits, contract terminations, asset write-offs, and/or costs to terminate lease obligations less assumed sublease income in accordance with SFAS No. 146, which addresses financial accounting and reporting for costs associated with restructuring activities. Under SFAS No. 146, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.

We record severance-related expenses once they are both probable and estimable in accordance with the provisions of SFAS No. 112 for severance costs provided under an ongoing benefit arrangement.

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The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under a one-time benefit arrangement as defined by SFAS No. 146 or under an ongoing arrangement as described in SFAS No. 112. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

During the three months ended September 30, 2008, we recorded a $17.2 million restructuring charge. The components of these charges included:

• Severance and termination costs of $17.1 million in accordance with the provisions of SFAS No. 112 were recorded. In total, approximately 350 employees will exit the Company in future quarters; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.1 million.

During the three months ended September 30, 2007, in accordance with the provisions of SFAS No. 146, we recorded a $1.0 million restructuring charge in connection with the Financial Flexibility Program announced in January 2007 (“2007 Financial Flexibility Program”) and a $0.1 million restructuring charge in connection with the Financial Flexibility Program announced in February 2006 (“2006 Financial Flexibility Program”).

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

During the nine months ended September 30, 2008, we recorded a $28.8 million restructuring charge. The components of these charges included:

• Severance and termination costs of $25.0 million in accordance with the provisions of SFAS No. 112 were recorded. In total, approximately 500 employees are impacted. Of these approximately 500 employees, approximately 120 employees exited the Company and approximately 380 will exit the Company in future quarters;

• Severance and termination costs of $3.0 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2007 Financial Flexibility Program andin total, approximately 40 employees were affected; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $0.8 million.

During the nine months ended September 30, 2007, we recorded a $19.3 million restructuring charge in connection with the 2007 Financial Flexibility Program and a $1.5 million restructuring charge in connection with the 2006 Financial Flexibility Program. The components of these charges included:

• Severance and termination costs of $18.3 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2007 Financial Flexibility Program and in total, approximately 220 employees were affected;

• Severance and termination costs of $0.6 million in accordance with the provisions of SFAS No. 146 were recorded. These costed were related to the 2006 Financial Flexibility Program and in total, approximately 15 employees were affected; and

• Lease termination obligations, other costs to consolidate or close facilities and other exit costs of $1.0 million related to the 2007 Financial Flexibility Program and $0.9 million related to the 2006 Financial Flexibility Program.

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Interest Income (Expense) — Net

The following table presents our “Interest Income (Expense) – Net” for the three month and nine month periods ended September 30, 2008 and 2007.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
	(Amounts in millions)						(Amounts in millions)
Interest Income	$	2.9		$	2.3		$	9.0		$	5.3
Interest Expense		(11.7	)		(6.9	)		(34.3	)		(19.8	)
Interest Income (Expense) - Net	$	(8.8	)	$	(4.6	)	$	(25.3	)	$	(14.5	)

For the three months ended September 30, 2008, interest income increased $0.6 million and interest expense increased $4.8 million as compared to the three months ended September 30, 2007. The increase in interest income is primarily attributable to higher amounts of invested cash. The increase in interest expense is primarily attributable to higher amounts of debt outstanding, partially offset by lower interest rates.

For the nine months ended September 30, 2008, interest income increased $3.7 million and interest expense increased $14.5 million as compared to the nine months ended September 30, 2007. The increase in interest income is primarily attributable to higher amounts of invested cash. The increase in interest expense is primarily attributable to higher amounts of debt outstanding, partially offset by lower interest rates.

Other Income (Expense) — Net

The following table presents our “Other Income (Expense) — Net” for the three month and nine month periods ended September 30, 2008 and 2007.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008			2007
Miscellaneous Other Income (Expense) - Net(a)	$	1.8	$	0.1	$	1.4		$	1.1
Gain Associated with Huaxia/D&B China Joint Venture(b)		—		—		—			5.8
Settlement of Legacy Tax Matter Arbitration(c)		8.1		—		8.1			—
Legacy Tax Matter Related to the Settlement of 2003 Tax Year (d)		—		—		(7.7	)		—
Gain on Sale of an Investment(e)		—		—		—			0.8
Other Income (Expense) - Net	$	9.9	$	0.1	$	1.8		$	7.7

(a) Miscellaneous Other Income (Expense) – Net increased for the three month and nine month periods ended September 30, 2008, compared to the three month and nine month periods ended September 30, 2007 primarily due to foreign exchange.

(b) During the three months ended March 31, 2007, we entered into an agreement with Huaxia International Credit Consulting Co. Limited and established a new joint venture to do business as Huaxia/D&B China. We recognized a gain of $5.8 million related to the minority owner’s share of the difference between the fair value of our contributed business and its carrying amount.

(c) During the three months ended September 30, 2008, we recognized a gain on the receipt of an arbitration award related to a Legacy Tax Matter. See Note 7 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q.

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(d) During the nine months ended September 30, 2008, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations (see Provision for Income Taxes below).

(e) During the nine months ended September 30, 2007, we recorded a gain related to the sale of an investment in Australia.

Provision for Income Taxes

For the three months ended September 30, 2008, our effective tax rate was 29.6%, as compared to 39.7% for the three months ended September 30, 2007. The effective tax rate for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007, was positively impacted by the favorable settlement of global tax audits and by lower tax rates in certain foreign and U.S. jurisdictions and negatively impacted by the true-up of prior period deferred tax balances. The effective tax rate for the three months ended September 30, 2007 was negatively impacted by a change in the United Kingdom (“UK”) tax law, enacted in the third quarter of 2007, impacting our net deferred tax asset.

For the nine months ended September 30, 2008, our effective tax rate was 23.7%, as compared to 26.8% for the nine months ended September 30, 2007. The effective tax rate for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007, was positively impacted by the favorable settlement of global tax audits including the liquidation of dormant International corporations and/or divested entities and negatively impacted by the true-up of prior period deferred tax balances. The effective tax rate for the nine months ended September 30, 2007 was positively impacted by the release of reserves for uncertain tax positions primarily due to the resolution of a legacy tax matter with the IRS for 1997 – 2002 and negatively impacted by a change in the UK tax law, enacted in the third quarter of 2007, impacting our net deferred tax asset.

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The total amount of unrecognized tax benefits as of September 30, 2008 was $101.9 million. During the three months ended September 30, 2008, we decreased our unrecognized tax benefits by approximately $9.5 million (net of increases). The decrease is primarily related to the favorable settlement of global tax audits. For the nine months ended September 30, 2008, we decreased our unrecognized tax benefits by approximately $30.0 million (net of increases). The decrease primarily related to the favorable settlement of global tax audits including the liquidation of dormant International corporations and/or divested entities and the expiration of a statute of limitations. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $72.8 million, net of tax benefits. We do not believe it is reasonably possible that the unrecognized tax benefits will significantly change within the next twelve months.

We or one of our subsidiaries files income tax returns in the U.S. federal, and various state, local and foreign jurisdictions. In the U.S. federal jurisdiction, we are no longer subject to examinations by the IRS for years prior to 2004. In state and local jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2003. In foreign jurisdictions, with few exceptions, we are no longer subject to examinations by tax authorities for years prior to 2002.

We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense recognized in the three month and nine month periods ended September 30, 2008 was $0.6 million and $2.3 million, net of tax benefits, respectively, as compared to $0.9 million and $2.6 million, net of tax benefits in the three month and nine month periods ended September 30, 2007, respectively. The total amount of accrued interest as of September 30, 2008 was $6.3 million, net of tax benefits, as compared to $9.0 million, net of tax benefits, as of September 30, 2007.

Equity in Net Income of Affiliates

We recorded $0.3 million and $0.9 million as Equity in Net Income of Affiliates for the three month and nine month periods ended September 30, 2008, respectively, compared to $0.4 million and $0.8 million for the three month and nine month periods ended September 30, 2007.

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Discontinued Operations

On December 27, 2007, we completed the sale of our Italian real estate business which was part of our International segment and we have reclassified the historical financial results of the Italian real estate business as discontinued operations. We recorded $0.7 million of Income from Discontinued Operations, net of income tax expense, for the nine months ended September 30, 2008. We recorded $0.5 million and $2.1 million of Income from Discontinued Operations, net of income tax expense, for the three month and nine month periods ended September 30, 2007, respectively. We have recorded a gain of $0.4 million (both pre-tax and after-tax) during the nine months ended September 30, 2008.

Earnings per Share

We reported earnings per share, or “EPS,” for the three month and nine month periods ended September 30, 2008 and 2007, as follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
Basic Earnings Per Share of Common Stock:
Continuing Operations	$	1.21	$	0.96	$	3.82	$	3.31
Discontinued Operations		—		0.01		0.02		0.04
Basic Earnings Per Common Share of Stock	$	1.21	$	0.97	$	3.84	$	3.35
Diluted Earnings Per Share of Common Stock:
Continuing Operations	$	1.18	$	0.93	$	3.74	$	3.23
Discontinued Operations		—		0.01		0.02		0.04
Diluted Earnings Per Share of Common Stock	$	1.18	$	0.94	$	3.76	$	3.27

For the three months ended September 30, 2008, basic EPS increased 25%, compared with the three months ended September 30, 2007, primarily due to an increase of 16% in net income due to increased operating performance, the favorable resolution of global tax audits, settlement of a legacy tax matter arbitration, and a 7% reduction in the weighted average number of basic shares outstanding resulting from our total share repurchases. For the three months ended September 30, 2008, diluted EPS increased 26%, compared with the three months ended September 30, 2007, primarily due to an increase of 16% in net income due to increased operating performance, the favorable resolution of global tax audits, settlement of a legacy tax matter arbitration, and an 8% reduction in the weighted average number of diluted shares outstanding resulting from our total share repurchases. During the three months ended September 30, 2008, we repurchased 0.6 million shares of common stock for $57.7 million under our Board of Directors approved share repurchase programs. In addition, we repurchased 0.3 million shares of common stock for $27.8 million under our Board of Directors approved share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and ESPP.

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For the nine months ended September 30, 2008, basic EPS increased 15%, compared with the nine months ended September 30, 2007, primarily due to an increase of 7% in net income due to increased operating performance, the favorable resolution of global tax audits including the liquidation of dormant International corporations and/or divested entities, settlement of a legacy tax matter arbitration, the release of reserves in 2008 for uncertain tax positions due to the expiration of a statute of limitations and a 7% reduction in the weighted average number of basic shares outstanding resulting from our total share repurchases. For the nine months ended September 30, 2008, diluted EPS increased 15%, compared with the nine months ended September 30, 2007, primarily due to an increase of 7% in net income due to increased operating performance, the favorable resolution of global tax audits including the liquidation of dormant International corporations and/or divested entities, settlement of a legacy tax matter arbitration, the release of reserves in 2008 for uncertain tax positions due to the expiration of a statute of limitations and a 7% reduction in the weighted average number of diluted shares outstanding resulting from our total share repurchases. During the nine months ended September 30, 2008, we repurchased 2.9 million shares of common stock for $247.5 million under our Board of Directors approved share repurchase programs. In addition, we repurchased 0.9 million shares of common stock for $82.4 million under our Board of Directors approved share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and ESPP.

Non-Core Gains and (Charges)

For internal management and reporting purposes, we treat certain gains and (charges) that are included in “Consolidated Operating Costs,” “Other Income (Expense) — Net” and “Provision for Income Taxes” as non-core gains and (charges). These non-core gains and (charges) are summarized in the table below. We exclude non-core gains and (charges) when evaluating our financial performance because we do not consider these items to reflect our underlying business performance.

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	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
	(Amounts in millions)						(Amounts in millions)
Non-Core gains and (charges) included in Consolidated Operating Costs:
Restructuring charges related to our Financial Flexibility Programs	$	(17.2	)	$	(1.1	)	$	(28.8	)	$	(20.8	)
Settlement of International payroll tax matter related to a divested entity	$	—		$	—		$	—		$	(0.8	)
Non-Core gains and (charges) included in Other Income (Expense)- Net:
Effect of Legacy Tax Matters	$	0.2		$	0.4		$	0.9		$	1.3
Gain associated with Huaxia/D&B China Joint Venture	$	—		$	—		$	—		$	5.8
Net Gain (Loss) on the Sale of Other Investments	$	—		$	—		$	—		$	0.8
Tax Reserve True-up for the Settlement of the 2003 tax year, primarily related to the “Amortization and Royalty Expense Deductions” transaction	$	—		$	—		$	(7.7	)	$	—
Settlement of Legacy Tax Matter Arbitration	$	8.1		$	—		$	8.1		$	—
Non-Core gains and (charges) included in Provision for Income Taxes:
Restructuring charges related to our Financial Flexibility Programs	$	6.2		$	0.4		$	10.1		$	7.8
Effect of Legacy Tax Matters	$	(0.2	)	$	(0.4	)	$	(0.9	)	$	(1.3	)
Settlement of International payroll tax matter related to a divested entity	$	—		$	—		$	—		$	0.2
Settlement of Legacy Tax Matter Arbitration	$	(3.1	)	$	—		$	(3.1	)	$	—
Gain associated with Huaxia/D&B China Joint Venture	$	—		$	—		$	—		$	(2.9	)
Impact of revaluing the Net Deferred Tax Assets in the UK as a result of a UK tax law change, enacted in the third quarter of 2007, which reduces the general UK tax rate from 30% to 28%	$	—		$	(2.5	)	$	—		$	(2.5	)
Net Gain (Loss) on the Sale of Other Investments	$	—		$	—		$	—		$	(0.3	)
Tax Reserve True-up for the Settlement of the 2003 tax year, primarily related to the “Amortization and Royalty Expense Deductions” transaction	$	—		$	—		$	15.4		$	—
Tax Reserve True-up for the Settlement of the 1997—2002 tax years, primarily related to the “Amortization and Royalty Expense Deductions/Royalty Income 1997- 2007” transaction	$	—		$	—		$	—		$	31.2
Favorable Resolution of Global Tax Audits including the Liquidation of Dormant International Corporations and/or Divested Entities	$	9.0		$	—		$	22.7		$	—
Interest on IRS Deposit	$	—		$	—		$	1.3		$	—

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Segment Results

Our results are reported under the following two segments: U.S. and International. The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated on a timely basis to assess performance and to allocate resources.

United States

The U.S. is our largest segment representing 76% of our core revenue for each of the three month and nine month periods ended September 30, 2008, as compared to 78% of our core revenue for each of the three month and nine month periods ended September 30, 2007.

The following table presents our U.S. core revenue by customer solution set and U.S. operating income for the three month and nine month periods ended September 30, 2008 and 2007:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
	(Amounts in millions)				(Amounts in millions)
Revenue:
Risk Management Solutions	$	193.5	$	186.6	$	590.0	$	563.6
Sales & Marketing Solutions		88.2		79.9		274.0		249.5
Internet Solutions		29.3		25.4		87.5		72.9
Core U.S. Revenue	$	311.0	$	291.9	$	951.5	$	886.0
Operating Income	$	109.6	$	102.8	$	333.3	$	307.9

U.S. Overview

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

U.S. core revenue increased $19.1 million, or 7%, for the three months ended September 30, 2008 as compared to the three months ended September 30, 2007. The increase reflects growth in all of our customer solution sets.

U.S. Customer Solution Sets

On a customer solution set basis, the $19.1 million increase in core revenue for the three months ended September 30, 2008 as compared to the three months ended September 30, 2007, reflects:

Risk Management Solutions

• A $6.9 million, or 4%, increase in Risk Management Solutions.

For the three months ended September 30, 2008, Traditional Risk Management Solutions, which accounted for 73% of total U.S. Risk Management Solutions, increased 4%. The primary driver of this growth was:

• Continued growth of our Preferred Pricing Agreement with DNBi subscription plans, from existing customers who are willing to increase the level of business they do with us, including the customers who previously purchased value-added solutions. These subscription plans provide our customers with unlimited use of our Risk Management reports and data, within pre-defined ranges, provided such customers commit to an increased level of spend from their historical levels;

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partially offset by:

• Lower purchases of our legacy products by our small customers.

For the three months ended September 30, 2008, Value-Added Risk Management Solutions, which accounted for 20% of total U.S. Risk Management Solutions, increased 6%. The primary driver of this growth was:

• Higher purchases from existing customers of our value-added solutions enabled by our DNBi platform; and

• Shift in timing of early renewals (primarily from the fourth quarter of 2008) partially offset by renewals that shifted from the third quarter of 2008 into the second quarter of 2008;

partially offset by:

• A shift in product mix to our Preferred Pricing Agreement with DNBi subscription plans (as noted above).

For the three months ended September 30, 2008, Supply Management Solutions, which accounted for 7% of total U.S. Risk Management Solutions, decreased 3%, on a small base.

We believe that we will continue to experience a greater percentage of sales on new solutions where revenue will be recognized in subsequent quarters. As a result, we believe that quarterly revenue will continue to be positively impacted by the recognition of deferred revenue from prior quarter sales, offset by the deferral of revenue from current sales into subsequent periods.

Sales & Marketing Solutions

• An $8.3 million, or 10%, increase in Sales & Marketing Solutions.

For the three months ended September 30, 2008, Traditional Sales & Marketing Solutions, which accounted for 45% of total U.S. Sales & Marketing Solutions, increased 11%. The increase was primarily due to:

• Existing customers increasing their minimum commitment and changing the structure from monthly to upfront annually; and

• Shift in timing of early renewals (primarily from the fourth quarter of 2008) partially offset by renewals that shifted from the third quarter of 2008 into the second quarter of 2008.

For the three months ended September 30, 2008, Value-Added Sales & Marketing Solutions, which accounted for 55% of total U.S. Sales & Marketing Solutions, increased 10%. The increase was primarily due to:

• Shift in timing of early renewals (primarily from the fourth quarter of 2008) partially offset by renewals that shifted from the third quarter of 2008 into the second quarter of 2008;

• Increased purchases from existing customers; and

• Increased revenue associated with our acquisition of Purisma, Incorporated (“Purisma”) in the fourth quarter of 2007.

Internet Solutions

• A $3.9 million, or 15%, increase in Internet Solutions. The increase was primarily due to continued growth in subscription revenue and the AllBusiness.com acquisition in the fourth quarter of 2007.

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U.S. Operating Income

U.S. operating income for the three months ended September 30, 2008 was $109.6 million, compared to $102.8 million for the three months ended September 30, 2007, an increase of $6.8 million, or 7%. The increase in operating income was primarily attributed to:

• An increase in U.S. revenue;

partially offset by:

• Higher costs associated with our acquisitions; and

• Higher costs associated with investments to enhance our strategic capabilities.

Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

U.S. core revenue increased $65.5 million, or 7%, for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007. The increase reflects growth in all of our customer solution sets.

U.S. Customer Solution Sets

On a customer solution set basis, the $65.5 million increase in core revenue for the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007, reflects:

Risk Management Solutions

• A $26.4 million, or 5%, increase in Risk Management Solutions.

For the nine months ended September 30, 2008, Traditional Risk Management Solutions, which accounted for 73% of total U.S. Risk Management Solutions, increased 4%. The primary driver of this growth was:

• Continued growth of our Preferred Pricing Agreement with DNBi subscription plans, from existing customers who are willing to increase the level of business they do with us, including the customers who previously purchased value-added solutions. These subscription plans provide our customers with unlimited use of our Risk Management reports and data, within pre-defined ranges, provided such customers commit to an increased level of spend from their historical levels;

partially offset by:

• Lower purchases of our legacy products by our small customers.

For the nine months ended September 30, 2008, Value-Added Risk Management Solutions, which accounted for 21% of total U.S. Risk Management Solutions, increased 6%. The primary driver of this growth was:

• Higher purchases from existing customers of our value-added solutions including solutions enabled by our DNBi platform; and

• Shift in timing of early renewals (primarily from the fourth quarter of 2008);

partially offset by:

• A shift in product mix to our Preferred Pricing Agreement with DNBi subscription plans (as noted above).

For the nine months ended September 30, 2008, Supply Management Solutions, which accounted for 6% of total U.S. Risk Management Solutions, increased 17%, on a small base. Supply Management Solutions contributed one point of growth to total U.S. Risk Management Solutions.

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We believe that we will continue to experience a greater percentage of sales on new solutions where revenue will be recognized in subsequent quarters. As a result, we believe that quarterly revenue will continue to be positively impacted by the recognition of deferred revenue from prior quarter sales, offset by the deferral of revenue from current sales into subsequent periods.

Sales & Marketing Solutions

• A $24.5 million, or 10%, increase in Sales & Marketing Solutions.

For the nine months ended September 30, 2008, Traditional Sales & Marketing Solutions, which accounted for 41% of total U.S. Sales & Marketing Solutions, increased 5%. The increase was primarily due to:

• Existing customers increasing their minimum commitment and changing the structure from monthly to upfront annually; and

• Increased revenue associated with our acquisition of the Education Division of Automation Research, Inc. d/b/a MKTG Services in the third quarter of 2007;

partially offset by:

• Lower purchases of our legacy products.

For the nine months ended September 30, 2008, Value-Added Sales & Marketing Solutions, which accounted for 59% of total U.S. Sales & Marketing Solutions, increased 13%. The increase was primarily due to:

• Shift in timing of early renewals (primarily from the fourth quarter of 2008);

• Increased purchases from existing customers; and

• Increased revenue associated with our acquisition of Purisma in the fourth quarter of 2007.

Internet Solutions

• A $14.6 million, or 20%, increase in Internet Solutions. The increase was due to continued growth in subscription revenue and the AllBusiness.com acquisition in the fourth quarter of 2007.

U.S. Operating Income

U.S. operating income for the nine months ended September 30, 2008 was $333.3 million, compared to $307.9 million for the nine months ended September 30, 2007, an increase of $25.4 million, or 8%. The increase in operating income was primarily attributed to:

• An increase in U.S. revenue;

partially offset by:

• Higher costs associated with our acquisitions; and

• Higher costs associated with investments to enhance our strategic capabilities.

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International

International represented 24% of our core revenue for each of the three month and nine month periods ended September 30, 2008, as compared to 22% of our core revenue for each of the three month and nine month periods ended September 30, 2007.

The following table presents our International core revenue by customer solution set and International operating income for the three month and nine month periods ended September 30, 2008 and 2007:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2008		2007		2008		2007
	(Amounts in millions)				(Amounts in millions)
Revenue:
Risk Management Solutions	$	79.6	$	67.3	$	238.4	$	197.6
Sales & Marketing Solutions		16.9		13.7		56.4		45.6
Internet Solutions		1.7		1.8		5.3		5.3
Core International Revenue	$	98.2	$	82.8	$	300.1	$	248.5
Operating Income	$	19.2	$	14.1	$	57.9	$	45.5

International Overview

Three Months Ended September 30, 2008 vs. Three Months Ended September 30, 2007

International core revenue increased $15.4 million, or 19% (13% increase before the effect of foreign exchange), for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007. The increase is primarily due to:

• Increased revenue as a result of the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007;

• The positive impact of foreign exchange; and

• Growth in our subscription plans in certain of our International markets for existing customers who are increasing the level of business they do with us.

International Customer Solution Sets

On a customer solution set basis, the $15.4 million increase in International core revenue for the three months ended September 30, 2008, as compared to the three months ended September 30, 2007, reflects:

Risk Management Solutions

• An increase in Risk Management Solutions of $12.3 million, or 18% (12% increase before the effect of foreign exchange).

For the three months ended September 30, 2008, Traditional Risk Management Solutions, which accounted for 83% of International Risk Management Solutions, increased 24% (16% increase before the effect of foreign exchange). The increase in Traditional Risk Management solutions is primarily due to the following:

• Increased revenue as a result of the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007;

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• The positive impact of foreign exchange; and

• Growth in our subscription plans in certain of our International markets for existing customers who are willing to increase the level of business they do with us.

For the three months ended September 30, 2008, Value-Added Risk Management Solutions, which accounted for 16% of International Risk Management Solutions, increased 1% (2% decrease before the effect of foreign exchange) primarily due to positive impact of foreign exchange.

For the three months ended September 30, 2008, Supply Management Solutions, which accounted for 1% of International Risk Management Solutions, decreased 39% (45% decrease before the effect of foreign exchange) on a small base.

Sales & Marketing Solutions

• An increase in Sales & Marketing Solutions of $3.2 million, or 24% (20% increase before the effect of foreign exchange).

For the three months ended September 30, 2008, Traditional Sales & Marketing Solutions, which accounted for 43% of International Sales & Marketing Solutions, decreased 12% (14% decrease before the effect of foreign exchange). This decrease was primarily attributed to lower revenues in our UK market, resulting from an increasingly competitive marketplace.

For the three months ended September 30, 2008, Value-Added Sales & Marketing Solutions, which accounted for 57% of International Sales & Marketing Solutions, increased 76% (71% increase before the effect of foreign exchange). The increase was primarily due to the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007 and early renewals (primarily from the fourth quarter of 2008) in our UK market.

Internet Solutions

• A decrease in Internet Solutions of $0.1 million, or 1% both before and after the effect of foreign exchange.

Operating Income

International operating income for the three months ended September 30, 2008 was $19.2 million, compared to $14.1 million for the three months ended September 30, 2007, an increase of $5.1 million, or 36%, primarily due to:

• An increase in core revenue;

• Lower costs as a result of our reengineering efforts; and

• The impact of foreign exchange;

partially offset by:

• Increased data acquisition costs and costs associated with our Tokyo Shoko Research/D&B Japan Joint Venture;

• Higher variable selling expenses related to increased revenue (i.e., commissions, bonus, etc.); and

• Investment in data purchases, new products, product enhancements and fulfillment services.

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Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007

International core revenue increased $51.6 million, or 21% (12% increase before the effect of foreign exchange), for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007. The increase is primarily due to:

• Increased revenue as a result of the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007;

• The positive impact of foreign exchange;

• Growth in our subscription plans in certain of our International markets for existing customers who are willing to increase the level of business they do with us; and

• Increased demand by our D&B Worldwide Network for fulfillment services and product usage.

International Customer Solution Sets

On a customer solution set basis, the $51.6 million increase in International core revenue for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007, reflects:

Risk Management Solutions

• An increase in Risk Management Solutions of $40.8 million, or 21% (12% increase before the effect of foreign exchange).

For the nine months ended September 30, 2008, Traditional Risk Management Solutions, which accounted for 82% of International Risk Management Solutions, increased 22% (13% increase before the effect of foreign exchange). The increase in Traditional Risk Management solutions is primarily due to the following:

• The positive impact of foreign exchange;

• Increased revenue as a result of the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007; and

• Growth in our subscription plans in certain of our International markets for existing customers who are willing to increase the level of business they do with us.

For the nine months ended September 30, 2008, Value-Added Risk Management Solutions, which accounted for 17% of International Risk Management Solutions, increased 17% (11% increase before the effect of foreign exchange) primarily due to higher project-oriented business in our UK market and the positive impact of foreign exchange.

For the nine months ended September 30, 2008, Supply Management Solutions, which accounted for 1% of International Risk Management Solutions, increased 2% (8% decrease before the effect of foreign exchange) on a small base.

Sales & Marketing Solutions

• An increase in Sales & Marketing Solutions of $10.8 million, or 24% (16% increase before the effect of foreign exchange).

For the nine months ended September 30, 2008, Traditional Sales & Marketing Solutions, which accounted for 44% of International Sales & Marketing Solutions, decreased 1% (5% decrease before the effect of foreign exchange). This was primarily attributed to lower revenues in our UK market, resulting from an increasingly competitive marketplace, partially offset by the positive impact of foreign exchange.

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For the nine months ended September 30, 2008, Value-Added Sales & Marketing Solutions, which accounted for 56% of International Sales & Marketing Solutions, increased 53% (42% increase before the effect of foreign exchange). The increase was primarily due to increased revenue as a result of the establishment of our Tokyo Shoko Research/D&B Japan Joint Venture in the fourth quarter of 2007, the positive impact of foreign exchange and early renewals (primarily from the fourth quarter of 2008) in our UK market.

Internet Solutions

• Internet Solutions increased 2% (1% decrease before the effect of foreign exchange).

Operating Income

International operating income for the nine months ended September 30, 2008 was $57.9 million, compared to $45.5 million for the nine months ended September 30, 2007, an increase of $12.4 million, or 27%, primarily due to:

• An increase in core revenue;

• Lower costs as a result of our reengineering efforts; and

• The impact of foreign exchange;

partially offset by:

• Increased data acquisition costs and costs associated with our Tokyo Shoko Research/D&B Japan Joint Venture;

• Investment in data purchases, new products, product enhancements and fulfillment services; and

• Higher selling expenses related to increased revenue (i.e., commissions, bonus, etc.).

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Forward-Looking Statements

We may from time-to-time make written or oral “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements contained in filings with the Securities and Exchange Commission, in reports to shareholders and in press releases and investor Web casts. These forward-looking statements can be identified by the use of words like “anticipates,” “aspirations,” “believes,” “commits,” “continues,” “estimates,” “expects,” “goals,” “guidance,” “intends,” “plans,” “projects,” “strategy,” “targets,” “will” and other words of similar meaning. They can also be identified by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in, or remain invested in, our securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying in the following paragraphs important factors that, individually or in the aggregate, could cause actual results to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements.

The following important factors could cause actual results to differ materially from those projected in such forward-looking statements:

• We rely significantly on third parties to support critical components of our business model in a continuous and high quality manner, including third-party data providers, strategic third-party members in our D&B Worldwide Network, and third parties with whom we have outsourcing arrangements;

• Demand for our products is subject to intense competition, changes in customer preferences and economic conditions which impact customer behavior;

• Our solutions and brand image are dependent upon the integrity and security of our global database and the continued availability thereof through the internet and by other means, as well as our ability to protect key assets, such as our data centers;

• Our ability to maintain the integrity of our brand and reputation, which we believe are key assets and competitive advantages;

• Our ability to renew large contracts, the related revenue recognition and the timing thereof may impact our results of operations from period-to-period;

• Our results are subject to the effects of foreign economies, exchange rate fluctuations, legislative or regulatory requirements, such as the adoption of new or changes in accounting policies and practices, including pronouncements by the Financial Accounting Standards Board or other standard setting bodies, and the implementation or modification of fees or taxes that we must pay to acquire, use, and/or redistribute data;

• As a result of the credit market crisis and other macro-economic challenges currently affecting the global economy, our customers or vendors may experience cash flow problems. This may cause our customers to delay, cancel or significantly decrease their purchases from us and impact their ability to pay amounts owed to us. In addition, our vendors may substantially increase their prices without notice. Such behavior may adversely affect our earnings and cash flow. In addition, if economic conditions in the United States and other key markets deteriorate further or do not show improvement, we may experience material adverse impacts to our business and operating results;

• Our ability to introduce new solutions or services in a seamless way and without disruption to existing solutions such as DNBi;

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• Our ability to acquire and successfully integrate other complementary businesses, products and technologies into our existing business, without significant disruption to our existing business or to our financial results;

• The continued adherence by third-party members of our D&B Worldwide Network to our data quality standards, our brand and communication standards and to the terms and conditions of our commercial services arrangements;

• Our future success requires that we attract and retain qualified personnel, including members of our sales force, in regions throughout the world;

• The profitability of our International segment depends on our ability to identify and execute on various initiatives, such as the implementation of subscription plan pricing and successfully managing our D&B Worldwide Network, and our ability to identify and contend with various challenges present in foreign markets, such as local competition and the availability of public records at no cost;

• Our ability to successfully implement our Blueprint for Growth Strategy requires that we successfully reduce our expense base through our Financial Flexibility initiatives and reallocate certain of the expense-base reductions into initiatives that produce desired revenue growth;

• We are involved in various tax matters and legal proceedings, the outcomes of which are unknown and uncertain with respect to the impact on our cash flow and profitability;

• Our ability to repurchase shares is subject to market conditions, including trading volume in our stock, and our ability to repurchase shares in accordance with applicable securities laws; and

• Our projection for free cash flow is dependent upon our ability to generate revenue, our collection processes, customer payment patterns, the timing and volume of stock option exercises and the amount and timing of payments related to the tax and other matters and legal proceedings in which we are involved.

We elaborate on the above list of important factors in this and our other filings with the SEC, particularly in the discussion of our Risk Factors in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q. It should be understood that it is not possible to predict or identify all risk factors. Consequently, the above list of important factors and the Risk Factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2007 should not be considered to be a complete discussion of all of our potential trends, risks and uncertainties. Except as otherwise required by federal securities laws, we do not undertake any obligation to update any forward-looking statement we may make from time-to-time.

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Liquidity and Financial Position

In connection with our commitment to delivering Total Shareholder Return, we will remain disciplined in the use of our shareholders’ cash, maintaining three key priorities for the use of this cash:

• First, making ongoing investments in the business to drive organic growth;

• Second, acquisitions that we believe will be value-accretive to enhance our capabilities and accelerate our growth; and

• Third, continuing to return cash to shareholders.

We believe that cash provided by operating activities, supplemented as needed with available financing arrangements, is sufficient to meet our short-term needs, including the cash cost of restructuring charges, transition costs, contractual obligations and contingencies (see Note 7 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q), excluding the legal matters identified in such note for which exposures cannot be estimated or are not probable. In addition, we believe that our ability to access the bank and capital markets for incremental financing needs will enable us to meet our continued commitment to Total Shareholder Return. We have the ability to access the short-term borrowings market from time-to-time to fund working capital needs, acquisitions and share repurchases. Such borrowings would be supported by our credit facility, when needed.

The recent and unprecedented disruption in the current credit markets has had a significant adverse impact on a number of financial institutions. At this point in time, our liquidity has not been impacted by the current credit environment and management does not expect that it will be materially impacted in the near-future. Management will continue to closely monitor our liquidity, the credit markets and our financial counterparties. However, management cannot predict with any certainty the impact to us of any further disruption in the credit environment.

Cash Provided by Operating Activities from Continuing Operations

Net cash provided by operating activities was $348.0 million and $302.3 million for the nine months ended September 30, 2008 and 2007, respectively. The $45.7 million increase was primarily driven by:

• Increased net income of our underlying business excluding the impact of non-cash gains and losses; and

• A decrease in restructuring payments associated with our Financial Flexibility Program compared to the prior period.

Cash Used in Investing Activities from Continuing Operations

Net cash used in investing activities was $61.1 million for the nine months ended September 30, 2008, as compared to net cash used in investing activities of $92.5 million for the nine months ended September 30, 2007. The $31.4 million change primarily reflects the following activities:

• During the nine months ended September 30, 2008, in connection with our initiatives to drive long-term growth, we spent $22.6 million on acquisitions/joint ventures and other investments, net of cash acquired, as compared to $40.9 million, net of cash acquired, during the nine months ended September 30, 2007. See Note 11 to our unaudited consolidated financial statements in Item 1. of this Quarterly Report on Form 10-Q; and

• During the nine months ended September 30, 2008, we received $9.0 million in cash from the sale of our Italian real estate business on December 27, 2007.

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Cash Used in Financing Activities from Continuing Operations

Net cash used in financing activities was $216.5 million and $197.9 million for the nine months ended September 30, 2008 and 2007, respectively. As set forth below, this $18.6 million change relates primarily to contractual obligations, share repurchases, payments of dividends and stock-based proceeds from stock option exercises.

Contractual Obligations

Debt

In March 2006, we issued senior notes with a face value of $300 million that mature on March 15, 2011, bearing interest at a fixed annual rate of 5.50%, payable semi-annually.

In April 2008, we issued senior notes with a face value of $400 million that mature on April 1, 2013 (the “2013 notes”), bearing interest at a fixed annual rate of 6.00%, payable semi-annually. The proceeds from this issuance were used to repay indebtedness under our credit facility.

On January 30, 2008, we entered into interest rate derivative transactions with aggregate notional amounts of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in the anticipation of the above referenced debt issuance. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of debt issuance were recorded in “Accumulated Other Comprehensive Income.” In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a payment of $8.5 million, on March 28, 2008, the date of termination. The payments are recorded in “Accumulated Other Comprehensive Income,” and are being amortized over the life of the 2013 notes.

Credit Facility

At December 31, 2007, we had a $500 million, five-year bank revolving credit facility, which expires in April 2012. Borrowings under the $500 million credit facility are available at prevailing short-term interest rates. On January 25, 2008, we exercised a $150 million expansion feature on our $500 million credit facility expanding the total facility to $650 million. At September 30, 2008, we had $165.0 million of borrowings outstanding under the $650 million credit facility. At September 30, 2007, we had $246.7 million of borrowings outstanding under the $500 million credit facility. We borrowed under these facilities from time-to-time during the nine months ended September 30, 2008 to fund our share repurchases, acquisition strategy and working capital needs.

Share Repurchases

During the nine months ended September 30, 2008, we repurchased 3.8 million shares of common stock for $329.9 million. The share repurchases are comprised of the following programs:

• In December 2007, our Board of Directors approved a $400 million, two-year share repurchase program, which began in February 2008 upon completion of the then existing $200 million repurchase program. We repurchased 2.6 million shares of common stock for $220.7 million under the $400 million repurchase program during the nine months ended September 30, 2008. We anticipate that the $400 million repurchase program will be completed by September 2009.

• In May 2007, our Board of Directors approved a $200 million, one-year share repurchase program, which began in July 2007. We repurchased 0.3 million shares of common stock for $26.8 million under this repurchase program during the nine months ended September 30, 2008. This program was completed in February 2008.

• In August 2006, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. We repurchased 0.9 million shares of common stock for $82.4 million under this program during the nine months ended September 30, 2008. This program expires in August 2010.

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During the nine months ended September 30, 2007, we repurchased 3.1 million shares of common stock for $289.6 million. The share repurchases are comprised of the following programs:

• In May 2007, our Board of Directors approved a $200 million, one-year share repurchase program, which began in July 2007. We repurchased 0.8 million shares of common stock for $75.0 million under this repurchase program during the nine months ended September 30, 2007. This program was completed in February 2008.

• In August 2006, our Board of Directors approved a $200 million, one-year share repurchase program which began in October 2006. We repurchased 1.4 million shares of common stock for $125.0 million under this program during the nine months ended September 30, 2007. This program was completed in July 2007.

• In August 2006, our Board of Directors approved a four-year, five million share repurchase program to mitigate dilution under our stock incentive plans and ESPP. We repurchased 0.9 million shares of common stock for $89.6 million under this program during the nine months ended September 30, 2007. This program expires in August 2010.

Dividends

The total amount of dividends paid during the nine months ended September 30, 2008 was $49.6 million as compared to $44.1 million for the nine months ended September 30, 2007.

Stock-based Programs

For the nine months ended September 30, 2008, net proceeds from stock-based awards were $21.2 million as compared to $24.8 million for the nine months ended September 30, 2007. The decrease was primarily attributed to a decrease in the volume of stock option exercises during the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007.

Future Liquidity—Sources and Uses of Funds

Share Repurchases and Dividends

In order to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP, our Board of Directors approved in August 2006, a four-year, five million share repurchase program. During the nine months ended September 30, 2008, we repurchased 0.9 million shares of common stock for $82.4 million under this program with 1.8 million shares remaining to be repurchased.

In December 2007, our Board of Directors approved a $400 million, two-year share repurchase program, which began in February 2008. During the nine months ended September 30, 2008, we repurchased 2.6 million shares of common stock for $220.7 million under this program with $179.3 million remaining under this program. We anticipate that the $400 million repurchase program will be completed by September 2009.

In November 2008, our Board of Directors approved the declaration of a dividend of $0.30 per share for the fourth quarter of 2008. This cash dividend will be payable on December 12, 2008, to shareholders of record at the close of business on November 28, 2008.

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Contractual Obligations

Obligations to Outsourcers

In June 2002, we outsourced certain technology functions to Computer Sciences Corporation (“CSC”) under a 10 year Technology Services Agreement (the “TSA”), which we may terminate for a fee at any time and under certain conditions. Under the terms of the TSA, CSC is responsible for the data center operations, technology help desk, network management functions and for certain application development and maintenance in the U.S. and the UK.

On March 17, 2008, we executed an amendment (the “Amendment”) to the TSA which, among other things, decreased our projected annual charges beginning in 2008 by approximately $10 million as compared to 2007 levels, increased certain of the services level agreements that CSC is required to provide under the TSA and added additional security services to be performed by CSC. After factoring in year on year service volume increases, we have realized approximately $5.0 million in net savings with CSC in 2008 through the third quarter of 2008.

Spin-off Obligation

As part of our spin-off from Moody’s/D&B2 in 2000, Moody’s/D&B2 and D&B entered into a Tax Allocation Agreement (“TAA”). Under the TAA, Moody’s/D&B2 and D&B agreed that Moody’s/D&B2 would be entitled to deduct the compensation expense associated with the exercise of Moody’s stock options (including Moody’s stock options exercised by D&B employees) and D&B would be entitled to deduct the compensation expense associated with the exercise of D&B stock options (including D&B stock options exercised by employees of Moody’s/D&B2). Put simply, the tax deduction would go to the company that granted the stock options, rather than to the employer of the individual exercising the stock options. The TAA provides, however, that if the IRS issues rules, regulations or other authority contrary to the agreed-upon treatment of the compensation expense deductions under the TAA, then the party that becomes entitled under such guidance to take the deduction may be required to reimburse the tax benefit it has realized, in order to compensate the other party for its loss of such deduction. In 2002 and 2003, the IRS issued rulings that appear to provide that, under the circumstances applicable to Moody’s/D&B2 and D&B, the compensation expense deduction belongs to the employer of the option grantee and not to the issuer of the option (i.e., D&B would be entitled to deduct the compensation expense associated with D&B employees exercising Moody’s/D&B2 options and Moody’s/D&B2 would be entitled to deduct the compensation expense associated with Moody’s/D&B2 employees exercising D&B options). We have filed tax returns for 2001 through 2007, and made estimated tax deposits for 2008, consistent with the IRS’ rulings. We received (or believe we are due) the benefit of additional tax deductions, and under the TAA we may be required to reimburse Moody’s/D&B2 for the loss of income tax deductions relating to tax years 2003 to the third quarter of 2008 of approximately $21.3 million in the aggregate for such years. We have paid over the years to Moody’s/D&B2 approximately $30.1 million under the TAA. We did not make any payments during the nine month period ended September 30, 2008. We may also be required to pay additional amounts in the future based upon interpretations by the parties of the TAA and the IRS’ rulings, timing of future exercises of stock options, the future price of stock underlying the stock options and relevant tax rates. As of September 30, 2008, current and former employees of D&B held 0.3 million Moody’s stock options. These stock options had a weighted average exercise price of $10.96 and a remaining weighted average contractual life of one year. All of these stock options are currently exercisable. We and Moody’s are trying to amicably resolve this matter.

Potential Payments in Tax and Legal Matters

We and our predecessors are involved in certain tax and legal proceedings, claims and litigation arising in the ordinary course of business. These matters are at various stages of resolution, but could ultimately result in significant cash payments as described in Note 7 to our unaudited consolidated financial statements included in Part I. Item 1. of this Quarterly Report on Form 10-Q, and which is incorporated by reference into Part II. of this Quarterly Report on Form 10-Q. We believe we have adequate reserves recorded in our consolidated financial statements for our current exposures in these matters.

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FIN 48

We adopted FIN 48 as of January 1, 2007. As a result, in addition to our contractual cash obligations as set forth in our Annual Report on Form 10-K for the year ending December 31, 2007, we have a total amount of unrecognized tax benefits of $101.9 million as of September 30, 2008. Although we do not anticipate payments within the next twelve months for these matters, these could require the aggregate use of cash totaling approximately $84.4 million.

Off-Balance Sheet Arrangements and Related Party Transactions

We do not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements except for those disclosed in Note 7 to our consolidated financial statements included in Item 8. of our Annual Report on Form 10-K for the year ended December 31, 2007.

Fair Value Measurements

As described in Note 13 to our unaudited consolidated financial statements included in Part I. Item 1. of this Quarterly Report on Form 10-Q, effective January 1, 2008, we adopted the provisions of SFAS No. 157, “Fair Value Measurements,” or “SFAS No. 157,” which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the United States of America and expands fair value measurement disclosures. However, we have deferred the application of SFAS No. 157 related to non-recurring non-financial assets and liabilities. As of September 30, 2008, we did not have any unobservable (Level 3) inputs in determining fair value.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks primarily consist of the impact of changes in currency exchange rates on assets and liabilities, the impact of changes in the market value of certain of our investments and the impact of changes in interest rates. As of September 30, 2008, no material change had occurred in our market risks, compared with the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2007 included in Item 7a. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures (“Disclosure Controls”) as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. This evaluation (“Controls Evaluation”) was done with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within D&B have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override. A design of a control system is also based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Our Disclosure Controls are designed to provide reasonable assurance of achieving their objectives.

Conclusions regarding Disclosure Controls

Based upon our Controls Evaluation, our CEO and CFO have concluded that as of the end of the quarter ended September 30, 2008, our Disclosure Controls are effective at a reasonable assurance level.

Change in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the third quarter of 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is included in “Part I — Item 1. — Note 7 — Contingencies” and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases made by or on behalf of the Company or our affiliated purchasers during the quarter ended September 30, 2008, of shares of equity that are registered by the Company pursuant to Section 12 of the Exchange Act.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	Total Number of Shares Purchased (a)(b)	Average Price Paid Per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs(a)(b)	Maximum Number of Currently Authorized Shares that May Yet Be Purchased Under the Plans or Programs(a)	Approximate Dollar Value of Currently Authorized Shares that May Yet Be Purchased Under the Plans or Programs(b)
	(Amounts in millions, except per share data)
July 1-31, 2008	0.2	$	90.99	0.2	—	$	—
August 1-31, 2008	0.3	$	95.71	0.3	—		—
September 1-30, 2008	0.4	$	93.16	0.4	—		—
	0.9	$	93.45	0.9	1.8	$	179.3

(a) During the three months ended September 30, 2008, we repurchased 0.3 million shares of common stock for $27.8 million under our Board of Directors approved repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan. This program was announced in August 2006 and expires in August 2010. The maximum number of shares authorized for repurchase under this program is 5.0 million shares, of which 3.2 million shares have been repurchased as of September 30, 2008.

(b) During the three months ended September 30, 2008, we repurchased 0.6 million shares of common stock for $57.7 million related to a previously announced $400 million, two-year share repurchase program approved by our Board of Directors in December 2007. We anticipate that this $400 million program will be completed by September 2009.

Item 5. Other Information

Amendment of Compensation Plans and Forms of Agreements to Address Section 409A

On November 3 and 4, 2008, our Board of Directors or the Compensation & Benefits Committee of our Board of Directors, as appropriate, approved the amendment and restatement of: (i) our deferred compensation plans and related agreements for employees; and (ii) our deferred compensation plans and related agreements for non-employee directors. Generally, the amendments were made to comply with the new regulations promulgated under Section 409A of the Internal Revenue Code. Such plans and agreements are attached hereto as Exhibits 10.1 through 10.14 and are hereby incorporated by reference to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits

Exhibit 10.1	—	The Dun & Bradstreet Executive Transition Plan, as amended and restated effective January 1, 2009.
Exhibit 10.2	—	Forms of Change in Control Severance Agreements.
Exhibit 10.3	—	The Dun & Bradstreet Career Transition Plan, as amended and restated effective January 1, 2009.
Exhibit 10.4	—	Executive Retirement Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009.
Exhibit 10.5	—	Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009.
Exhibit 10.6	—	Key Employees’ Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2009.
Exhibit 10.7	—	The Dun & Bradstreet Corporation 2000 Stock Incentive Plan.
Exhibit 10.8	—	Form of Restricted Stock Award Agreement under the 2000 Stock Incentive Plan.
Exhibit 10.9	—	Form of Stock Option Award Agreement under the 2000 Stock Incentive Plan.
Exhibit 10.10	—	Form of International Stock Option Award under the 2000 Stock Incentive Plan.
Exhibit 10.11	—	The Dun & Bradstreet Corporation Non-Employee Directors’ Deferred Compensation Plan, as amended and restated effective January 1, 2009.
Exhibit 10.12	—	2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan, as amended and restated effective January 1, 2009.
Exhibit 10.13	—	Form of Restricted Stock Unit Award Agreement under the 2000 Non-Employee Directors’ Stock Incentive Plan.
Exhibit 10.14	—	Form of International Restricted Stock Unit Award Agreement under the 2000 Stock Incentive Plan.
Exhibit 31.1	—	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	—	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	—	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	—	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

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

THE DUN & BRADSTREET CORPORATION
By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer
Date:	November 6, 2008
By:	/s/ Anthony Pietrontone Jr.
	Anthony Pietrontone Jr.
	Principal Accounting Officer
Date:	November 6, 2008

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EX-10.1

Exhibit 10.1

THE DUN & BRADSTREET EXECUTIVE TRANSITION PLAN

(As amended and restated effective January 1, 2009)

The Dun & Bradstreet Corporation (the “Company”) wishes to define those circumstances under which it will provide assistance to an Eligible Employee in the event of his or her Eligible Termination (as such terms are defined herein). Accordingly, the Company maintains The Dun & Bradstreet Executive Transition Plan (the “Plan”). The Plan is hereby amended and restated effective January 1, 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

DEFINITIONS

1.1 “Board” shall mean the Board of Directors of the Company.

1.2 “Cause” shall mean (a) willful malfeasance or willful misconduct by the Eligible Employee in connection with his or her employment, (b) continuing failure to perform such duties as are requested by any employee to whom the Eligible Employee reports or the Company’s board of directors, (c) failure by the Eligible Employee to observe material policies of the Company applicable to the Eligible Employee or (d) the commission by an Eligible Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude.

1.3 “Change in Control” shall mean the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition.

(b) a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of

stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii), above, immediately after the asset transfer.

1.4 “Committee” shall mean the Compensation & Benefits Committee of the Board.

1.5 “Eligible Employee” shall mean the Chief Executive Officer of the Company and such other executive officers of the Company or its affiliates as are designated in writing by the Chief Executive Officer.

1.6 “Eligible Termination” shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) that is (a) an involuntary termination of employment with the Company by reason of a reduction in force program, job elimination or unsatisfactory performance in the execution of an Eligible Employee’s duties or (b) a resignation mutually agreed to in writing by the Company and the Eligible Employee, provided that the circumstances of such resignation constitute an involuntary termination for purposes of Code Section 409A. Notwithstanding the foregoing, an Eligible Termination shall not include

(i) a unilateral resignation;

(ii) a termination by the Company for Cause;

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(iii) a termination as a result of a sale (whether in whole or in part, of stock or assets), merger or other combination, spinoff, reorganization or liquidation, dissolution or other winding up or other similar transactions involving the Company; provided however, that a termination of employment as a result of a Change in Control shall not be covered by this clause (iii); or

(iv) any termination where an offer of employment is made to the Eligible Employee of a comparable position at the Company.

1.7 “Salary” shall mean an Eligible Employee’s annual base salary at the time his or her employment terminates, except as otherwise provided in Schedule A hereto.

1.8 “Severance and Release Agreement” shall mean an agreement signed by the Eligible Employee substantially in the form attached hereto as Exhibit 1. Notwithstanding the foregoing, the Company may, by action of its chief human resources officer or chief legal counsel, modify the form of Severance and Release Agreement to be signed by any Eligible Employee in a manner approved by the Committee (or its delegee).

1.9 “Specified Key Employee” shall mean an Eligible Employee who, at the time of his or her Eligible Termination is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Committee applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

Section 2 - SEVERANCE BENEFITS

2.1 Subject to the provisions of this Section 2, in the event of an Eligible Termination, an Eligible Employee shall be entitled to receive from the Company the benefits set forth on Schedule A hereto.

2.2 The grant of severance benefits pursuant to Section 2.1 hereof is conditioned upon an Eligible Employee’s (a) signing a Severance and Release Agreement and the expiration of any revocation period set forth therein and (b) relinquishment of any right to benefits under the Dun & Bradstreet Career Transition Plan. The Company shall deliver the Severance and Release Agreement to the Eligible Employee within ten (10) days of an Eligible Termination. No payments of severance benefits pursuant to Section 2.1 shall be made prior to the date that both (i) the Eligible Employee has delivered an original, signed Severance and Release Agreement to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that Eligible Employee had not yet delivered an original, signed Severance and Release Agreement (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following the date of the Eligible Termination. If an Eligible Employee does not deliver an original, signed Severance and Release Agreement to the Company within forty-five (45) business days after receipt of the same from the Company, (i) the Eligible Employee shall have no rights to severance benefits pursuant to Section 2.1, and (ii) the Company shall have no obligation to pay or provide to the Eligible Employee any such severance benefits.

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2.3 Notwithstanding any other provision contained herein (except as set forth in this Section 2.3), the Chief Executive Officer of the Company may, at any time, take such action as such officer, in such officer’s sole discretion, deems appropriate to reduce or increase by any amount the benefits otherwise payable to an Eligible Employee pursuant to Schedule A or otherwise modify the terms and conditions applicable to an Eligible Employee under this Plan provided, that the Chief Executive Officer reports any reduction or increase in benefits or other modification of the terms and conditions hereof to the Committee and provided, further, that with respect to benefits payable, or other modifications applicable, to the Chief Executive Officer, only the Committee may take such action. Benefits granted hereunder may not exceed an amount nor be paid over a period that would cause the Plan to be other than a “welfare benefit plan” under section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

2.4 In the event the Company, in its sole discretion, grants an Eligible Employee a period of inactive employee status, then, in such event, any amounts paid to such Eligible Employee during any such period shall offset the benefits payable under this Plan. For this purpose, a period of inactive employee status shall mean the period beginning on the date such status commences (of which the Eligible Employee shall be notified) and ending on the date of such Eligible Employee’s termination of employment.

2.5 Any payment that does not qualify as a short-term deferral under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(4) or a limited payment under Treasury Regulation Section 1.409A-1(b)(9)(v)(D) will not be made before the date after the expiration of the six-month period immediately following the date of termination or, if earlier, the date of Eligible Employee’s death, if the Eligible Employee is a Specified Key Employee as of the Eligible Termination. Payments to which the Eligible Employee otherwise would be entitled during the first six months following an Eligible Termination (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Eligible Termination. Notwithstanding the foregoing, to the maximum extent permitted under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(9)(iii), during the Six-Month Delay and as soon as practicable after satisfaction of Section 2.2 of this Plan, the Company will pay the Eligible Employee an amount equal the lesser of (A) the benefits scheduled to be provided under the Plan, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Eligible Termination occurs, and (2) the sum of the Eligible Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Eligible Employee’s taxable year preceding the taxable year in which the Eligible Termination occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Eligible Employee by the Company under the Plan.

2.6 Notwithstanding any provision herein to the contrary, the Company may, in its sole discretion, accelerate the payment of an Eligible Employee’s benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Eligible Employee shall have any election, direct or indirect, with respect to any such acceleration.

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Section 3 - AMENDMENT AND TERMINATION

3.1 The Company reserves the right to terminate the Plan at any time and without any further obligation by action of the Board or such other person or persons to whom the Board properly delegates such authority.

3.2 The Company shall have the right to modify or amend the terms of the Plan at any time, or from time to time, to any extent that it may deem advisable by action of the Board, the Committee or such other person or persons to whom the Board or the Committee properly delegates such authority. Any amendment by the Board or the Committee shall be effective only to the extent such amendment does not cause the terms of the Plan or any benefit hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

3.3 All modifications of or amendments to the Plan shall be in writing.

Section 4 - ADMINISTRATION OF THE PLAN

4.1 The Committee shall be the named fiduciary (the “Named Fiduciary”) and shall have authority to control and manage the operation and administration of the Plan and to manage and control its assets.

4.2 The Named Fiduciary may from time to time designate persons other than the Named Fiduciary to carry out fiduciary responsibilities under the Plan, and such persons shall be deemed to be fiduciaries under the Plan with respect to such delegated responsibilities. Fiduciaries may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.

4.3 The Named Fiduciary (and its delegees) shall have the exclusive right to interpret any and all of the provisions of the Plan and to determine any questions arising thereunder or in connection with the administration of the Plan. Any decision or action by the Named Fiduciary (and its delegees) shall be conclusive and binding upon all Eligible Employees and all other interested parties. In all instances the Named Fiduciary (and its delegees) shall have complete discretionary authority to determine eligibility for participation and benefits under the Plan, and to construe and interpret all provisions of the Plan and all documents relating thereto including, without limitation, all disputed and uncertain terms. All deference permitted by law shall be given to such constructions, interpretations and determinations.

4.4 Any action to be taken by the Named Fiduciary shall be taken by a majority of its members either at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one Committee member and the secretary of the Committee shall be sufficient evidence to any person of any action taken pursuant to the Plan.

4.5 Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.

4.6 The Company shall indemnify any individual who is a director, officer or employee of the Company or any affiliate, or his or her heirs and legal representatives, against all

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liability and reasonable expense, including counsel fees, amounts paid in settlement and amounts of judgments, fines or penalties, incurred or imposed upon him or her in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, in connection with his or her duties with respect to the Plan, provided that any act or omission giving rise to such claim, action, suit or proceeding does not constitute willful misconduct or is not performed or omitted in bad faith.

Section 5 - MISCELLANEOUS

5.1 Neither the establishment of the Plan nor any action of the Company, the Committee (or its delegees), or any fiduciary shall be held or construed to confer upon any person any legal right to continue employment with the Company. The Company expressly reserves the right to discharge any employee whenever the interest of the Company, in its sole judgment, may so require, without any liability on the part of the Company, the Committee (or its delegees), or any fiduciary.

5.2 Benefits payable under the Plan shall be paid out of the general assets of the Company or an affiliate. The Company need not fund the benefits payable under this Plan; however, nothing in this Section 5.2 shall be interpreted as precluding the Company from funding or setting aside amounts in anticipation of paying such benefits, so long as any such arrangement complies with Code Section 409A. Any benefits payable to an Eligible Employee under this Plan shall represent an unsecured claim by such Eligible Employee against the general assets of the Company that employed such Eligible Employee.

5.3 The Company shall deduct from the amount of any severance benefits payable hereunder the amount required by law to be withheld for the payment of any taxes and any other amount, properly to be withheld.

5.4 Benefits payable under the Plan shall not be subject to assignment, alienation, transfer, pledge, encumbrance, commutation or anticipation by the Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.

5.5 This Plan shall be interpreted and applied in accordance with the laws of the State of New Jersey, except to the extent superseded by applicable federal law. All references to statutory provisions and regulatory provisions used herein shall include any similar or successor provisions. The exclusive jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan shall be exclusively in the courts in the State of New Jersey, including the Federal Courts located therein.

5.6 This Plan will be of no force or effect to the extent superseded by foreign law.

5.7 This Plan is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and shall be administered accordingly. The Plan shall be construed and interpreted with such intent. A right to a series of installment payments under the Plan is to be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). The Company, the Board, the Committee and their

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delegees make no representations that the Plan, the administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an operational failure occurs with respect to Code Section 409A, any affected Eligible Employee shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the Internal Revenue Service.

5.8 This Plan supersedes any and all prior severance arrangements, policies, plans or practices of the Company (whether written or unwritten). Notwithstanding the preceding sentence, the Plan does not affect the severance provisions of any written individual employment contracts or written agreements between an Eligible Employee and the Company. Benefits payable under the Plan shall be offset by any other severance or termination payment made by the Company including, but not limited to, amounts paid pursuant to any agreement or law.

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Schedule A

An Eligible Employee entitled to benefits hereunder shall, subject to Section 2 of the Plan, receive the following:

1. Salary Continuation

The Eligible Employee shall receive 104 weeks of Salary continuation, provided, however, that for purposes of determining the Salary continuation amount, in the event the Eligible Employee has incurred an Eligible Termination other than by reason of unsatisfactory performance, “Salary” shall include the Eligible Employee’s guideline annual bonus opportunity under the applicable Annual Incentive Plan (as defined in paragraph 3 hereof) for the year of termination, payment of which will be prorated annually over a period equal to the number of weeks of Salary continuation (the “Salary Continuation Period”) and made at the same time as other Salary continuation amounts. Salary continuation hereunder shall be paid at the times the Eligible Employee’s Salary would have been paid if employment had not terminated, over the Salary Continuation Period. In the event the Eligible Employee performs services for an entity other than the Company or a Participating Company during the Salary Continuation Period, such employee shall notify the Company on or prior to the commencement thereof. For purposes of this Schedule A, to “perform services” shall mean employment or services as a full-time employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation (other than the Company or a Participating Company). All Salary continuation payments shall cease upon re-employment by the Company or a Participating Company. For purposes of this paragraph 1, a “Participating Company” shall mean any entity more than fifty percent (50%) of the voting interests of which are owned, directly or indirectly, by the Company and which has elected to participate in The Dun & Bradstreet Corporation Career Transition Plan.

2. Welfare Benefit Continuation

Medical, dental and life insurance benefits shall be provided throughout the Salary Continuation Period at the levels, and subject to the limits, in effect for the Eligible Employee immediately prior to termination of employment but in no event greater than the levels in effect for active employees of the Company generally during the Salary Continuation Period, provided that the Eligible Employee shall pay the employee portion of any required premium payments at the level in effect for active employees of the Company for such benefits. The amount of benefits provided during the first year of the Salary Continuation Period will not affect the amount of benefits provided during the following year. For purposes of determining an Eligible Employee’s entitlement to continuation coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee’s 18-month or other period of coverage shall commence on his or her termination of employment.

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3. Annual Bonus Payment

Subject to the provisions of this paragraph 3, a cash bonus for the calendar year of termination may be paid in an amount equal to the actual bonus which would have been payable to the Eligible Employee under the annual bonus plan in which he or she participates (the “Annual Incentive Plan”) had such employee remained employed through the end of the year of such termination multiplied by a fraction the numerator of which is the number of full months of employment during the calendar year of termination and the denominator of which is 12. Such bonus shall be payable at the time otherwise payable under the Annual Incentive Plan had employment not terminated, but no later than the 15^th day of the third month following the end of the Eligible Employee’s taxable year (or the employer’s taxable year, if later) during which the termination of employment occurred. Notwithstanding the foregoing, no amount shall be paid under this paragraph in the event the Eligible Employee incurred an Eligible Termination by reason of unsatisfactory performance. The foregoing provisions of this paragraph 3 shall be appropriately modified in the case of any plan not on a calendar year basis.

4. Long-Term Awards

Cash payments shall be made to an Eligible Employee as set forth in this paragraph in respect of “Performance-Based Awards” (as such term is defined in The Dun & Bradstreet Corporation 2000 Stock Incentive Plan or any successor plan (the “Stock Incentive Plan”)) otherwise payable under the Stock Incentive Plan had the Eligible Employee remained employed through the end of the applicable performance period in the event the Eligible Employee was employed by a Participating Company for at least half the applicable performance period. In such event, cash payments shall be made to an Eligible Employee in amounts equal to the value of the Performance-Based Awards, as earned, otherwise payable under the Stock Incentive Plan had the employee remained employed through the end of the applicable performance period multiplied by a fraction the numerator of which is the number of full months of employment with a Participating Company from the beginning of the performance period to termination of employment, and the denominator of which is the number of full months in the performance period. Such payments shall be made at the times the Performance-Based Awards in respect of which such payments are made would otherwise be payable under the Stock Incentive Plan had employment not terminated, but no later than seventy-four (74) days following the end of the applicable performance period. Notwithstanding the foregoing, no amount shall be paid under this paragraph in the event the Eligible Employee incurred an Eligible Termination by reason of unsatisfactory performance. Nothing contained herein shall reduce any amounts otherwise required to be paid under the Stock Incentive Plan except to the extent such amounts are paid hereunder.

5. Death

Upon the death of an Eligible Employee during the Salary Continuation Period, the benefits described in paragraphs 1, 3 and 4 of this Schedule shall continue to be paid to his or her estate, as applicable, at the time or times otherwise provided for herein.

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6. Other Benefits

The Eligible Employee shall be entitled to such executive outplacement services during the Salary Continuation Period as shall be provided by the Company. During the Salary Continuation Period, financial planning/counseling shall be afforded to the Eligible Employee to the same extent afforded immediately prior to termination of employment in the event the Eligible Employee incurred an Eligible Termination other than by reason of unsatisfactory performance.

7. No Further Grants, Etc.

Following an Eligible Employee’s termination of employment, no further grants, awards, contributions, accruals or continued participation (except as otherwise provided for herein) shall be made to or on behalf of such Eligible Employee under any plan or program maintained by the Company including, but not limited to, any Annual Incentive Plan, the Stock Incentive Plan, or any qualified or nonqualified retirement, profit sharing, stock option or restricted stock plan of the Company. Any unvested or unexercised options, unvested restricted stock and all other benefits under any plan or program maintained by the Company (including, but not limited to, any Annual Incentive Plan, any long-term incentive plan or any qualified or nonqualified retirement, profit sharing, stock option or restricted stock plan) which are held or accrued by an Eligible Employee at the time of his or her termination of employment, shall be treated in accordance with the terms of such plans and programs under which such options, restricted stock or other benefits were granted or accrued.

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EX-10.2

Exhibit 10.2

[date 1]

PERSONAL AND CONFIDENTIAL

[name and address]

Dear [name]:

The Dun & Bradstreet Corporation (the “Company”) considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a “Change in Control” (as such term is defined in Section 2) may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the “Agreement”) in the event your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control. No payment shall be made pursuant to this Agreement for any purpose whatsoever except upon the occurrence of a Change in Control.

1. Term of Agreement. This Agreement shall commence on [date 1], and shall continue in effect through [date 2]; provided, however, that commencing on [date 3], and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30th of the preceding year, the Company or you shall have given notice to the other that it or you, respectively, does not wish to extend this Agreement, provided, however, that no such notice shall be effective if a Change in Control or Potential Change in Control shall have

[date 1]

Page 2

occurred prior to the date of such notice; and provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the remaining term of this Agreement shall be the 24-month period beginning on the date of such Change in Control.

2. Change in Control; Potential Change in Control.

(i) No benefits shall be payable hereunder unless there shall have been a Change in Control, as set forth below. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one “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”)), or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such Person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such Person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including Persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or

[date 1]

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group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in (iii), above, immediately after the asset transfer.

(ii) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

(a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (a) a date which is 180 days from the occurrence of such Potential Change in Control, (b) the termination by you of your employment by reason of Disability as defined in Subsection 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4(iii) below.

3. Separation from Service Following Change in Control.

(i) General. If any of the events described in Section 2 constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iii) upon the subsequent termination of your employment occurring during the twenty-four month period following such Change in Control unless such termination is (a) because of your death or Disability, (b) by the Company for Cause, or (c) by you other than for Good Reason. If your employment with the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, your actual termination shall be deemed a termination occurring during the twenty-four month period following the Change in Control and covered by Section 3 of this Agreement, your Separation from

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Service shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. For purposes of this Agreement, “Separation from Service” shall mean “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(ii) Disability. “Disability” shall mean your incapacity due to physical or mental illness. If you have been absent from the full-time performance of your duties with the Company for six consecutive months, and within thirty days after written notice of termination is thereafter given you shall not have returned to the full-time performance of your duties, your employment may be terminated for Disability.

(iii) Cause. Termination by the Company of your employment for “Cause” shall mean termination:

(a) upon the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties;

(b) upon the willful engaging by you in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters ( ³/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence after a Change in Control, without your express written consent, of any of the following circumstances unless, in the case of paragraphs (a), (e), (f), or (g), such circumstances are fully corrected within sixty days of the Company’s receipt of the Notice of Termination (as defined in Section 3(v)) given in respect thereof:

(a) the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

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(b) a reduction by the Company in your annual base salary and/or target bonus and/or perquisites as in effect on the date hereof or as the same may be increased from time to time except for across-the-board perquisites reductions similarly affecting all management personnel of the Company and all management personnel of any Person in control of the Company;

(c) the relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to a location more than thirty-five miles from such location, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control; provided, however, that a relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to New York City shall not constitute “Good Reason” for purposes of this Agreement;

(d) the failure by the Company to pay to you any portion of your compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e) the failure by the Company to continue in effect any material compensation or benefit plan in which you participated immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(f) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s life insurance, medical, dental, accident, or disability plans or perquisites in which you were participating at the time of the Change in Control, the taking of any action by the Company that would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control; or

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(g) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (v) hereof (and, if applicable, the requirements of Subsection (iii) hereof), which purported termination shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

4. Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control:

(i) During any period that you fail to perform your full-time duties with the Company as a result of a Disability, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a) the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

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(b) the Company shall pay as severance pay to you, at the time specified in Subsection (v), a lump sum cash severance payment (in addition to the payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 300% of the greater of (A) your annual base salary in effect on the date of your Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 300% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for three years additional credited service and be included in final average earnings calculations for participants in the Company’s Executive Retirement Plan, Supplemental Executive Retirement Plan, Pension Benefit Equalization Plan, and any successor or substitute plans thereto;

(c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company’s stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR;

(d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company’s stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions;

(e)(1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and (2) all stock-based awards granted to you under the Company’s stock incentive

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plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the Price;

(f) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 20% of your annual salary and target bonus as in effect on the date of your Separation from Service or $100,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you as a result of a termination under this Section 4(iii) (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder), provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized.

(g) for a thirty-six month period after such termination, the Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the thirty-six month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the thirty-six month period following your termination, and any such benefit actually received by you shall be reported to the Company;

(h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of amounts that may otherwise be payable to you under any bonus plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs,

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multiplied by a fraction, (A) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (B) the denominator of which is 365, and (2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination; and

(iv) In the event that you become entitled to any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g), or (h) of this Article (“Severance Payments”) or to any payments, benefits or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees or by any other entity, either pursuant to this Agreement or otherwise (“Other Payments”), and such Severance Payments or Other Payments will be subject to the tax (“Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Subsection (v) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Subsection, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments or Other Payments will be subject to the Excise Tax and the amount of such Excise Tax, (a) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments and Other Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company’s independent auditors (and acceptable to you) such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments and (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a), above); and (c) the value of any non-cash benefits or any deferred payments or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the date of your Separation from Service, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined

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to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) within ten days after the time that the amount of such excess is finally determined. All payments made to you pursuant to this Subsection will be made by the end of your taxable year next following the taxable year in which you remit the related taxes, in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(v) (or any similar or successor provisions).

(v) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding anything herein to the contrary, to the extent payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the “Committee”) applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

(vi) Except as provided in Subsection (iii)(g) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

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(vii) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation, as such plan applies to you, if you receive any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g) and (h) of this Article, you shall be deemed to have received the Company’s “consent” under Section 4.2(b) of such plan (relating to the reduction in retirement benefits upon certain terminations of employment).

(viii) With respect to the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, the Executive Retirement Plan of The Dun & Bradstreet Corporation, The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan, and the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as such plans apply to you, following a Change in Control, the Committee’s determinations and interpretations of such plans shall be consistent with pre-Change in Control practice, to the extent applicable, and, in the event of any dispute with you regarding your entitlement to benefits under such plans, such determinations and interpretations shall be subject to a de novo standard of review (and shall not be entitled to a deferential standard of review) by any tribunal or adjudicator in connection with any post-Change in Control determination or interpretation of benefit eligibility or entitlement.

5. Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to lump sum cash payment from the Company, within five days of the Change in Control, in the same amount and on the same terms to which you would be entitled hereunder if you were to terminate your employment for Good Reason immediately following a Change in Control. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your estate.

6. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or

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registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement (provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company), or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. Prior Agreement. In consideration of the benefits provided hereunder, you agree that all prior agreements with respect to the subject matter contained herein, made between you and The Dun & Bradstreet Corporation have become null and void and of no force or effect.

11. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter contained herein.

12. Code Section 409A. This Agreement is intended to comply with Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an

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unintentional operational failure occurs with respect to Code Section 409A requirements, you agree to fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations, or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

	Sincerely,
	THE DUN & BRADSTREET CORPORATION
	By:
		Patricia A. Clifford
		Senior Vice President - Human Resources
Agreed to this              day of                             , 20
[name]

[date 1]

PERSONAL AND CONFIDENTIAL

[name and address]

Dear [name]:

The Dun & Bradstreet Corporation (the “Company”) considers it essential to the best interests of its shareholders to foster the continued employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a “Change in Control” (as such term is defined in Section 2) may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control.

In order to induce you to remain in the employ of the Company, the Company agrees that you shall receive the severance benefits set forth in this letter agreement (the “Agreement”) in the event your employment with the Company is terminated under the circumstances described below subsequent to a Change in Control. No payment shall be made pursuant to this Agreement for any purpose whatsoever except upon the occurrence of a Change in Control.

1. Term of Agreement. This Agreement shall commence on [date 1], and shall continue in effect through [date 2]; provided, however, that commencing on [date 3], and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than September 30th of the preceding year, the Company or you shall have given notice to the other that it or you, respectively, does not wish to extend this Agreement, provided, however, that no such notice shall be effective if a Change in Control or Potential Change in Control shall

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have occurred prior to the date of such notice; and provided, further, that if a Change in Control occurs during the original or extended term of this Agreement, the remaining term of this Agreement shall be the 24-month period beginning on the date of such Change in Control.

2. Change in Control; Potential Change in Control.

(i) No benefits shall be payable hereunder unless there shall have been a Change in Control, as set forth below. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one “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”)), or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such Person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including Persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such Person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one Person, or more than one Person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including Persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month

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period ending on the date of the most recent acquisition by such Person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a Person, or more than one Person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in (iii), above, immediately after the asset transfer.

(ii) For purposes of this Agreement, a “Potential Change in Control” shall be deemed to have occurred if:

(a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(b) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; or

(c) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(iii) You agree that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control, you will remain in the employ of the Company until the earliest of (a) a date which is 180 days from the occurrence of such Potential Change in Control, (b) the termination by you of your employment by reason of Disability as defined in Subsection 3(ii), or (c) the date on which you first become entitled under this Agreement to receive the benefits provided in Section 4(iii) below.

3. Separation from Service Following Change in Control.

(i) General. If any of the events described in Section 2 constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 4(iii) upon the subsequent termination of your employment occurring during the twenty-four month period following such Change in Control unless such termination is (a) because of your death or Disability, (b) by the Company for Cause, or (c) by you other than for Good Reason. If your employment with the Company is terminated prior to a Change in Control at the request of a Person engaging in a transaction or series of transactions that would result in a Change in Control, your actual termination shall be deemed a termination occurring during the twenty-four month period following the

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Change in Control and covered by Section 3 of this Agreement, your Separation from Service shall be deemed to have occurred immediately following the Change in Control, and Notice of Termination shall be deemed to have been given by the Company immediately prior to your actual termination. For purposes of this Agreement, “Separation from Service” shall mean “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(ii) Disability. “Disability” shall mean your incapacity due to physical or mental illness. If you have been absent from the full-time performance of your duties with the Company for six consecutive months, and within thirty days after written notice of termination is thereafter given you shall not have returned to the full-time performance of your duties, your employment may be terminated for Disability.

(iii) Cause. Termination by the Company of your employment for “Cause” shall mean termination:

(a) upon the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties;

(b) upon the willful engaging by you in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or

(c) upon your conviction of a felony.

For purposes of this Subsection, no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in this Subsection and specifying the particulars thereof in detail.

(iv) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence after a Change in Control, without your express written consent, of any of the following circumstances unless, in the case of paragraphs (a), (e), (f), or (g), such circumstances

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are fully corrected within sixty days of the Company’s receipt of the Notice of Termination (as defined in Section 3(v)) given in respect thereof:

(a) the assignment to you of any duties inconsistent with the position in the Company that you held immediately prior to the Change in Control, or an adverse alteration in the nature or status of your responsibilities or the conditions of your employment from those in effect immediately prior to such Change in Control;

(b) a reduction by the Company in your annual base salary and/or target bonus and/or perquisites as in effect on the date hereof or as the same may be increased from time to time except for across-the-board perquisites reductions similarly affecting all management personnel of the Company and all management personnel of any Person in control of the Company;

(c) the relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to a location more than thirty-five miles from such location, except for required travel on the Company’s business to an extent substantially consistent with your business travel obligations prior to the Change in Control; provided, however, that a relocation of the Company’s offices at which you are principally employed immediately prior to the date of the Change in Control to New York City shall not constitute “Good Reason” for purposes of this Agreement;

(d) the failure by the Company to pay to you any portion of your compensation or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company within seven days of the date such compensation is due;

(e) the failure by the Company to continue in effect any material compensation or benefit plan in which you participated immediately prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the Change in Control;

(f) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company’s life insurance, medical, dental, accident, or disability plans or perquisites in which you were participating at the time of the Change in Control, the taking of any action by the Company that would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the Change in Control; or

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(g) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (v) hereof (and, if applicable, the requirements of Subsection (iii) hereof), which purported termination shall not be effective for purposes of this Agreement.

Your right to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 6. “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

4. Compensation During Disability or Upon Termination. Following a Change in Control, you shall be entitled to the following benefits during a period of Disability, or upon termination of your employment, as the case may be, occurring during the twenty-four month period commencing on the Change in Control:

(i) During any period that you fail to perform your full-time duties with the Company as a result of a Disability, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company’s disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company should be terminated by the Company other than for Cause or Disability or if you should terminate your employment for Good Reason, you shall be entitled to the benefits provided below:

(a) the Company shall pay to you your full base salary through the date of your Separation from Service at the rate in effect at the time Notice of

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Termination is given, no later than the fifth day following the date of your Separation from Service, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due;

(b) the Company shall pay as severance pay to you, at the time specified in Subsection (v), a lump sum cash severance payment (in addition to the payments provided in paragraphs (c), (d), (e), (f), (g), and (h) below) equal to (1) 200% of the greater of (A) your annual base salary in effect on the date of your Separation from Service or (B) your annual base salary in effect immediately prior to the Change in Control, and (2) 200% of your target bonus with respect to the year in which the Change in Control occurs. Your annual base salary and target bonus (as taken into account under the first half of this Subsection (iii)(b)) shall count for two years additional credited service and be included in final average earnings calculations for participants in the Company’s Executive Retirement Plan, Supplemental Executive Retirement Plan, Pension Benefit Equalization Plan, and any successor or substitute plans thereto;

(c) in lieu of shares of common stock of the Company (“Common Shares”) issuable upon exercise of outstanding options (“Options”) and stock appreciation rights (“SARs”), if any, granted to you under the Company’s stock incentive plans (which Options and SARs shall be cancelled upon the making of the payment referred to below), the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the excess of the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) over the per share option price of each Option or SAR held by you (whether or not then fully exercisable), and (2) the number of Common Shares covered by each such Option or SAR;

(d) in lieu of Common Shares issuable upon the lapse of restrictions, if any, granted to you under the Company’s stock incentive plans or any successor or substitute plan(s) thereto, the Company shall pay to you, at the time specified in Subsection (v), a lump sum cash payment equal to the product of (1) the closing price of Common Shares as reported on the New York Stock Exchange on or nearest the date of your Separation from Service (or, if not listed on such exchange, on a nationally recognized exchange or quotation system on which trading volume in the Common Shares is highest) or the highest per share price for Common Shares actually paid in connection with any Change in Control, whichever is greater (such price, the “Price”), and (2) the number of Common Shares granted to you subject to such restrictions;

(e)(1) in lieu of amounts that may otherwise be payable to you in equity at the end of a performance period in progress as of your termination, you shall receive, at the time specified in Subsection (v), a lump sum cash payment equal to the amount you would have been paid at a 100% target valuation, and

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(2) all stock-based awards granted to you under the Company’s stock incentive plans, other than those referred to in Section 4(iii)(c) or 4(iii)(d), above, whether or not vested, shall be cancelled, and you shall receive a lump sum cash payment equal to the product of (A) the number of shares subject to such cancelled awards and (B) the Price;

(f) the Company shall reimburse you for outplacement counseling and job search activities in an amount no greater than the lesser of 15% of your annual salary and target bonus as in effect on the date of your Separation from Service or $50,000. To the extent these payments are subject to Code Section 409A, then such expenses must be incurred before the last day of the second taxable year following the taxable year in which your Separation from Service occurred, provided that any reimbursement for such expenses must be paid to you before your third taxable year following the taxable year in which your Separation from Service occurred. The Company shall also reimburse you for all legal fees and expenses incurred by you as a result of a termination under this Section 4(iii) (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder), provided that all such reimbursements be made as soon as practicable but no later than March 15 of the year following the year in which any judgment or settlement is finalized.

(g) for a twenty-four month period after such termination, the Company shall arrange to provide you with life and health insurance benefits substantially similar to those which you were receiving immediately prior to the Notice of Termination. To the extent such benefits are subject to Code Section 409A, the benefits provided pursuant to this Subsection shall be treated as follows: (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a limitation may be imposed on the amount of such reimbursements over some or all of the twenty-four month period, as described in Treasury Regulation Section1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (g) if an equivalent benefit is actually received by you during the twenty-four month period following your termination, and any such benefit actually received by you shall be reported to the Company;

(h) at the time specified in Subsection (v), the Company shall pay to you, in lieu of amounts that may otherwise be payable to you under any bonus

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plan or cash incentive plan (a “Bonus Plan”), a lump sum cash payment equal to (1) your annual target bonus for the year in which the Change in Control occurs, multiplied by a fraction, (A) the numerator of which equals the number of full or partial days in such annual performance period during which you were employed by the Company and (B) the denominator of which is 365, and (2) the entire target bonus opportunity with respect to each performance period in progress under all other Bonus Plans in effect at the time of termination; and

(iv) In the event that you become entitled to any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g), or (h) of this Article (“Severance Payments”) or to any payments, benefits or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees or by any other entity, either pursuant to this Agreement or otherwise (“Other Payments”), and such Severance Payments or Other Payments will be subject to the tax (“Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Subsection (v) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Subsection, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments or Other Payments will be subject to the Excise Tax and the amount of such Excise Tax, (a) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments and Other Payments, constitute the “Total Payments”) shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company’s independent auditors (and acceptable to you) such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (1) the total amount of the Total Payments and (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (a), above); and (c) the value of any non-cash benefits or any deferred payments or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d) (3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the date of your Separation from

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Service, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) within ten days after the time that the amount of such excess is finally determined. All payments made to you pursuant to this Subsection will be made by the end of your taxable year next following the taxable year in which you remit the related taxes, in accordance with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(v) (or any similar or successor provisions).

(v) The payments provided for in Subsections (iii)(b), (c), (d), (e), (f) and (h) shall be made not later than the fifth day following your Separation from Service; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after your Separation from Service. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall be deemed to be paid in error and shall be payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). Notwithstanding anything herein to the contrary, to the extent payments provided for in Section 4(iii) are subject to Code Section 409A, if you are determined by the Company to be a Specified Key Employee, such amounts otherwise payable to you upon your Separation from Service shall be accumulated and paid to you on the date immediately after the expiration of the six-month period following your Separation from Service. For purposes of this Agreement, “Specified Key Employee” shall mean an employee who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board (the “Committee”) applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

(vi) Except as provided in Subsection (iii)(g) hereof, you shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other

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employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise.

(vii) With respect to the Executive Retirement Plan of The Dun & Bradstreet Corporation, as such plan applies to you, if you receive any amounts pursuant to Subsections (iii) (b), (c), (d), (e), (f), (g) and (h) of this Article, you shall be deemed to have received the Company’s “consent” under Section 4.2(b) of such plan (relating to the reduction in retirement benefits upon certain terminations of employment).

(viii) With respect to the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, the Executive Retirement Plan of The Dun & Bradstreet Corporation, The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan, and the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as such plans apply to you, following a Change in Control, the Committee’s determinations and interpretations of such plans shall be consistent with pre-Change in Control practice, to the extent applicable, and, in the event of any dispute with you regarding your entitlement to benefits under such plans, such determinations and interpretations shall be subject to a de novo standard of review (and shall not be entitled to a deferential standard of review) by any tribunal or adjudicator in connection with any post-Change in Control determination or interpretation of benefit eligibility or entitlement.

5. Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to lump sum cash payment from the Company, within five days of the Change in Control, in the same amount and on the same terms to which you would be entitled hereunder if you were to terminate your employment for Good Reason immediately following a Change in Control. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your estate.

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6. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement (provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company), or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

8. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

10. Prior Agreement. In consideration of the benefits provided hereunder, you agree that all prior agreements with respect to the subject matter contained herein, made between you and The Dun & Bradstreet Corporation have become null and void and of no force or effect.

11. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and during the term of this Agreement supersedes the provisions of all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto with respect to the subject matter contained herein.

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12. Code Section 409A. This Agreement is intended to comply with Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, you agree to fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations, or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on this subject.

	Sincerely,
	THE DUN & BRADSTREET CORPORATION
	By:
		Patricia A. Clifford
		Senior Vice President - Human Resources
Agreed to this              day of                             , 20
[name]

EX-10.3

Exhibit 10.3

THE DUN & BRADSTREET CAREER TRANSITION PLAN

(As amended and restated effective January 1, 2009)

The Dun & Bradstreet Corporation (the “Company”) wishes to define those circumstances under which it will provide assistance to an Eligible Employee in the event of his or her Eligible Termination (as such terms are defined herein). Accordingly, the Company maintains The Dun & Bradstreet Career Transition Plan (the “Plan”). The Plan is hereby amended and restated effective January 1, 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

SECTION 1

DEFINITIONS

1.1. “Base Salary” shall mean an employee’s annualized base salary, excluding the following items: (a) overtime, (b) bonuses and commissions, whether fixed or variable payments, (c) employer contributions to or benefits under any employee benefit plan or deferred compensation arrangement, (d) any special or one-time payments, including without limitation, automobile or relocation allowances, and (e) other accrued benefits, including without limitation, vacation.

1.2. “Board” shall mean the Board of Directors of the Company.

1.3. “Cause” shall mean (a) willful malfeasance or willful misconduct by the Eligible Employee in connection with his or her employment, (b) continuing failure of the Eligible Employee to perform such duties as are requested by any employee to whom the Eligible Employee reports or the Participating Company’s board of directors, (c) failure by the Eligible Employee to observe material policies of the Participating Company applicable to the Eligible Employee or (d) the commission by an Eligible Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude under applicable law.

1.4. “Compensation & Benefits Committee” shall mean the Compensation & Benefits Committee of the Board.

1.5. “Eligible Employee” shall mean a full-time salaried employee or regular part-time salaried employee of any Participating Company who is on the United States payroll of a Participating Company as of the date of Eligible Termination other than an employee who is otherwise eligible for severance benefits pursuant to an employment agreement or other individual agreement with any Participating Company.

1.6. “Eligible Termination” shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) that is (a) an involuntary termination of employment with a Participating Company by reason of a reduction in force program, job elimination or unsatisfactory performance in the execution of an Eligible Employee’s

duties or (b) a resignation mutually agreed to in writing by the Participating Company and the Eligible Employee, provided that the circumstances of such resignation constitute an involuntary termination for purposes of Code Section 409A. Notwithstanding the foregoing, an Eligible Termination shall not include (w) a unilateral resignation, (x) a termination by a Participating Company for Cause, (y) a termination as a result of a sale (whether in whole or in part, of stock or assets), an elimination or reduction of any operations in connection with the purchase of comparable operations from a third-party vendor (including an outsourcing), a merger or other combination, spin-off, reorganization or liquidation, dissolution or other winding up or other similar transaction involving a Participating Company, in any case, where an offer of employment at a Comparable Base Salary (as defined herein) is made to the Eligible Employee by the purchaser, acquirer or successor or surviving entity (including a third-party vendor) concurrently with his or her termination, or (z) any termination where an offer of employment with a Participating Company at a Comparable Base Salary is made to the Eligible Employee concurrently with his or her termination. An offer of employment shall be deemed to be a “Comparable Base Salary” if it is not less than the Eligible Employee’s Base Salary at the time of his or her Eligible Termination. For purposes of this Section 1.6, an Eligible Employee shall be treated as receiving an offer of employment at a Comparable Base Salary if the Plan Administration Committee in good faith determines that the Eligible Employee would have received such an offer but for the Eligible Employee’s failure to diligently apply for such employment.

1.7. “Named Fiduciaries” shall be the Compensation & Benefits Committee and the Plan Administration Committee.

1.8. “Participating Company” shall mean the Company or any other affiliated entity more than fifty percent (50%) of the voting interests of which are owned, directly or indirectly, by the Company and which has elected to participate in the Plan by action of its board of directors.

1.9. “Plan Administration Committee” shall mean the Plan Administration Committee appointed by the Board or by the Compensation & Benefits Committee.

1.10. “Plan Benefits Committee” shall mean the Plan Benefits Committee appointed by the Board or by the Compensation & Benefits Committee.

1.11. “Retirement Benefits” shall mean retirement or pension benefits an Eligible Employee is entitled to receive from a Participating Company or any other entity, including without limitation benefits under the Federal Social Security Act and retirement or pension benefits under any plan sponsored by a Participating Company or any other entity, whether or not intended to meet the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended.

1.12. “Salary” shall mean an Eligible Employee’s Base Salary at the time his or her employment terminates.

2

1.13. “Severance and Release Agreement” shall mean an agreement, in a form to be approved by the Company, signed by the Eligible Employee prior to the Eligible Employee becoming entitled to any benefits pursuant to this Plan. The form of Severance and Release Agreement shall include a general release of claims which will be as inclusive as the release included in the form attached hereto as Exhibit 1. Notwithstanding the foregoing, a Participating Company may, by action of its chief human resources officer or chief legal counsel, modify the form of Severance and Release Agreement to be signed by any Eligible Employee.

1.14. “Specified Key Employee” shall mean an Eligible Employee who, at the time of his or her Eligible Termination is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.

1.15. “Years of Service” shall mean one-twelfth ( ¹/12th) of an Eligible Employee’s total number of full months of regular employment (whether full-time or part-time) with a Participating Company (beginning with his or her initial date of hire). Years of Service will be reduced by any period of regular employment for which an Eligible Employee was previously paid severance under the Plan.

SECTION 2

SEVERANCE BENEFITS

2.1. Subject to the provisions and requirements of this Section 2, in the event of an Eligible Termination, an Eligible Employee shall become eligible to receive from the Participating Company the benefits set forth on Schedule A hereto, as applicable.

2.2. The grant of benefits pursuant to Section 2.1 hereof is conditioned upon an Eligible Employee’s (a) signing a Severance and Release Agreement and the expiration of any revocation period set forth therein and (b) relinquishment of any right to benefits under the Dun & Bradstreet Executive Transition Plan. The Company shall deliver the Severance and Release Agreement to the Eligible Employee within ten (10) days of an Eligible Termination. No payments of severance benefits pursuant to Section 2.1 shall be made prior to the date that both (i) the Eligible Employee has delivered an original, signed Severance and Release Agreement to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that Eligible Employee had not yet delivered an original, signed Severance and Release Agreement (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following the date of the Eligible Termination. If an Eligible Employee does not deliver an original, signed Severance and Release Agreement to the Company within forty-five (45) business days after receipt of the same from the Company, (i) the Eligible Employee shall have no rights to severance benefits pursuant to Section 2.1, and (ii) the Company shall have no obligation to pay or provide to the Eligible Employee any such severance benefits.

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2.3. Notwithstanding any other provision contained herein, the Chief Executive Officer of the Company may, at any time, take such action as such officer, in such officer’s sole discretion, deems appropriate to reduce or increase by any amount the benefits otherwise payable to an Eligible Employee pursuant to the applicable Schedule or otherwise modify the terms and conditions applicable to an Eligible Employee under this Plan. Benefits granted hereunder may not exceed an amount nor be paid over a period which would cause the Plan to be other than a “welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

2.4. In the event a Participating Company, in its sole discretion, grants an Eligible Employee a period of inactive employee status, then, in such event, any amounts paid to such Eligible Employee during any such period shall offset the benefits payable under this Plan. For this purpose, a period of inactive employee status shall mean the period beginning on the date such status commences (of which the Eligible Employee shall be notified) and ending on the date of such Eligible Employee’s termination of employment.

2.5. Any payment that does not qualify as a short-term deferral under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(4) or a limited payment under Treasury Regulation Section 1.409A-1(b)(9)(v)(D) will not be made before the date immediately after the expiration of the six-month period following the date of termination or, if earlier, the date of Eligible Employee’s death, if the Eligible Employee is a Specified Key Employee as of the Eligible Termination. Payments to which the Eligible Employee otherwise would be entitled during the first six months following an Eligible Termination (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Eligible Termination. Notwithstanding the foregoing, to the maximum extent permitted under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(9)(iii), during the Six-Month Delay and as soon as practicable after satisfaction of Section 2.2 of this Plan, the Company will pay the Eligible Employee an amount equal the lesser of (A) the benefits scheduled to be provided under the Plan, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Eligible Termination occurs, and (2) the sum of the Eligible Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Eligible Employee’s taxable year preceding the taxable year in which the Eligible Termination occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Eligible Employee by the Company under the Plan.

2.6. Notwithstanding any provision herein to the contrary, the Participating Company may, in its sole discretion, accelerate the payment of an Eligible Employee’s benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Eligible Employee shall have any election, direct or indirect, with respect to any such acceleration.

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SECTION 3

AMENDMENT AND TERMINATION

3.1. The Company reserves the right to terminate the Plan on behalf of any or all Participating Companies at any time and without any further obligation by action of the Compensation & Benefits Committee, or such other person or persons to whom the Board properly delegates such authority. Employees do not vest in this benefit. Any other Participating Company may cease participation in the Plan by action of its board of directors or such other person or persons to whom such board properly delegates such authority.

3.2. The Company shall have the right to modify or amend the terms of the Plan at any time, or from time to time, to any extent that it may deem advisable by action of the Board, the Compensation & Benefits Committee, the Plan Benefits Committee or such other person or persons to whom the Board or either of the Committees properly delegates such authority. Any amendment shall be effective only to the extent such amendment does not cause the terms of the Plan or any benefit hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

3.3. All modifications of or amendments to the Plan shall be in writing.

SECTION 4

ADMINISTRATION OF THE PLAN

4.1. The Named Fiduciaries shall severally and not jointly have authority to control and manage the operation and administration of the Plan and to manage and control its assets.

4.2. The Named Fiduciaries may from time to time allocate fiduciary responsibilities among themselves and may designate persons other than Named Fiduciaries to carry out fiduciary responsibilities under the Plan, and such persons shall be deemed to be fiduciaries under the Plan with respect to such delegated responsibilities. Fiduciaries may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.

4.3. The Named Fiduciaries (and their delegees) shall have the exclusive right to interpret any and all of the provisions of the Plan and to determine any questions arising thereunder or in connection with the administration of the Plan. Any decision or action by the Named Fiduciaries (and their delegees) shall be conclusive and binding upon all Eligible Employees and all other interested parties. In all instances the Named Fiduciaries (and their delegees) shall have complete discretionary authority to

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determine eligibility for participation and benefits under the Plan, and to construe and interpret all provisions of the Plan and all documents relating thereto including, without limitation, all disputed and uncertain terms. All deference permitted by law shall be given to such constructions, interpretations and determinations.

4.4. Any action to be taken by a Named Fiduciary shall be taken by a majority of the members of the Named Fiduciary at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one member of the Named Fiduciary and the secretary of such Named Fiduciary shall be sufficient evidence to any person of any action taken pursuant to the Plan. Notwithstanding the foregoing, if the Company’s by-laws or charter require an alternate method for approval of any action, the method required pursuant to the by-laws or charter shall be followed.

4.5. Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.

4.6. The Company shall indemnify all directors, officers, fiduciaries and employees of a Participating Company, or their heirs and legal representatives, against all liability and reasonable expense, including counsel fees, related to any matter or action arising in connection with or pursuant to this Plan, to the greatest extent permitted by the Company’s charter, by-laws and applicable law.

SECTION 5

MISCELLANEOUS

5.1. Neither the establishment of the Plan nor any action of a Participating Company, the Compensation & Benefits Committee, the Plan Benefits Committee, the Plan Administration Committee or any fiduciary shall be held or construed to confer upon any person any legal right to continue employment with a Participating Company. Each Participating Company expressly reserves the right to discharge any employee whenever the interest of such Participating Company, in its sole judgment, may so require, without any liability on the part of such Participating Company, the Compensation & Benefits Committee, the Plan Benefits Committee, the Plan Administration Committee, or any fiduciary.

5.2. Benefits payable under the Plan shall be paid out of the general assets of a Participating Company. No Participating Company need fund the benefits payable under this Plan; however, nothing in this Section 5.2 shall be interpreted as precluding any Participating Company from funding or setting aside amounts in anticipation of paying such benefits, so long as any such arrangement complies with Code Section 409A. Any benefits payable to an Eligible Employee under this Plan shall represent an unsecured claim by such Eligible Employee against the general assets of the Participating Company that employed such Eligible Employee.

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5.3. A Participating Company shall deduct from the amount of any severance benefits payable hereunder the amount required by law to be withheld for the payment of any taxes and any other amounts properly to be withheld.

5.4. Benefits payable under the Plan shall not be subject to assignment, alienation, transfer, pledge, encumbrance, commutation or anticipation by the Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.

5.5. This Plan shall be interpreted and applied in accordance with the laws of the State of New Jersey, except to the extent superseded by applicable federal law. All references to statutory provisions and related regulatory provisions used herein shall include any similar or successor provisions. The exclusive jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan shall be exclusively in the courts in the State of New Jersey, including the Federal Courts located therein.

5.6. This Plan will be of no force or effect to the extent superseded by foreign law.

5.7. This Plan is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and shall be administered accordingly. The Plan shall be construed and interpreted with such intent. A right to a series of installment payments under the Plan is to be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). The Company, the Board, the Compensation & Benefits Committee, the Plan Administration Committee, the Plan Benefits Committee and the Participating Companies make no representations that the Plan, the administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an operational failure occurs with respect to Code Section 409A, any affected Eligible Employee shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the Internal Revenue Service.

5.8. This Plan supersedes any and all prior severance arrangements, policies, plans or practices of the Company and of any Participating Company (whether written or unwritten). Notwithstanding the preceding sentence, the Plan does not affect the severance provisions of any written individual employment contracts or written agreements between an Eligible Employee and a Participating Company, nor does it affect any Retirement Benefits. Benefits payable under the Plan shall be offset by any other severance or termination payment or pay in lieu of notice of termination made by a Participating Company including, but not limited to, amounts paid pursuant to any agreement, plan, policy or law.

* * * *

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Schedule A

This Schedule A is applicable to Eligible Employees covered by Section 1.5 of the Plan. An Eligible Employee entitled to benefits hereunder shall, subject to Section 2 of the Plan, receive the following:

1. Salary Continuation.

(a) If the Eligible Employee incurs an Eligible Termination, he or she shall be eligible for Salary continuation, payable pursuant to the Company’s normal payroll practices, through the Salary Continuation Period, as defined in this paragraph 1.

(b) If the Eligible Employee incurs an Eligible Termination for any reason other than unsatisfactory performance, he or she shall have a “Salary Continuation Period” based on the Eligible Employee’s Years of Service and Salary in accordance with the following table:

	YEARS OF SERVICE
ANNUAL BASE SALARY	LESS THAN 5	5 -9	10 AND ABOVE
UNDER $100,000	8 weeks	16 weeks	24 weeks
$100,000 TO $149,999	16 weeks	24 weeks	32 weeks
$150,000 TO $199,999	24 weeks	32 weeks	40 weeks
$200,000 TO $299,999	32 weeks	40 weeks	48 weeks
$300,000 AND ABOVE	40 weeks	48 weeks	52 weeks

(c) If the Eligible Employee incurs an Eligible Termination by reason of unsatisfactory performance, he or she shall have a “Salary Continuation Period” based on the Eligible Employee’s Years of Service and Salary in accordance with the following table:

	YEARS OF SERVICE
ANNUAL BASE SALARY	LESS THAN 5	5 -9	10 AND ABOVE
UNDER $100,000	4 weeks	8 weeks	12 weeks
$100,000 TO $149,999	8 weeks	12 weeks	16 weeks
$150,000 TO $199,999	12 weeks	16 weeks	20 weeks
$200,000 TO $299,999	16 weeks	20 weeks	24 weeks
$300,000 AND ABOVE	20 weeks	24 weeks	26 weeks

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(d) Notwithstanding the foregoing, in no case shall the Salary Continuation Period extend beyond the New Employment Date, as defined below.

2. New Employment.

(a) The Eligible Employee shall have a “New Employment Date” as of the first date during the Salary Continuation Period that he or she commences performing services, or expands the scope or amount of services performed, for any Participating Company or any other entity, whether or not related to the Company. An Eligible Employee who continues to perform services for an entity other than a Participating Company that he or she performed while employed by the Participating Company will not be deemed to have a New Employment Date unless and until he or she expands the scope or amount of those services. To “perform services” means to perform any personal services for remuneration, compensation or reward as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation (or any other legal entity) or as a sole proprietor. For purposes of clarity, acceptance of Retirement Benefits does not, in and of itself, cause an Eligible Employee to have a New Employment Date.

(b) The Eligible Employee shall periodically certify to the Company that he or she has not had a New Employment Date. Such certification must be delivered in writing to the Employee Relations Leader each calendar quarter during the Salary Continuation Period, beginning with the first calendar quarter that ends on or after the date of termination. Failure to make the certification within five (5) business days of the end of each calendar quarter will result in the permanent discontinuation of the benefits described in paragraph 1 (salary continuation), paragraph 3 (welfare benefit continuation), and paragraph 4 (annual bonus payment).

(c) The Eligible Employee shall notify the Company within five (5) business days of any New Employment Date. Such notice must be delivered in writing to the Employee Relations Leader or such other leader as may be designated from time to time by the Company’s chief human resources officer. An Eligible Employee who provides timely notice of his or her New Employment Date shall be eligible to receive a New Employment Notification Bonus, defined below, but only if he or she is not employed by the Company or any Participating Company.

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(d) The New Employment Notification Bonus shall be equal to fifty percent (50%) of the total Salary continuation payments that the Eligible Employee would receive after the New Employment Date through the remainder of the Salary Continuation Period, if he or she did not have a New Employment Date. Such bonus shall be reduced by the Salary continuation payments, if any, paid to the Eligible Employee after the New Employment Date and shall be payable to the Eligible Employee in a lump sum within thirty (30) days of receipt of timely notification of his or her New Employment Date by the Participating Company.

(e) If the Eligible Employee fails to timely notify the Participating Company of his or her New Employment Date, he or she will immediately (i) forfeit any and all rights under the Plan to Salary continuation and welfare benefit continuation through the Salary Continuation Period and (ii) repay to the Participating Company an amount equal one hundred percent (100%) of the Salary continuation payments he or she received after the New Employment Date, plus fifty percent (50%) of the Salary continuation payments he or she received prior to the New Employment Date. In addition, such Eligible Employee shall pay the reasonable costs and attorneys’ fees of the Company or any Participating Company in bringing an action to enforce the rights of repayment described in this subparagraph 2(e).

3. Welfare Benefit Continuation. Medical and dental insurance benefits shall be provided through the end of the month that includes the last day of the Salary Continuation Period at the levels in effect for the Eligible Employee immediately prior to termination of employment but in no event shall such medical and dental insurance benefits be maintained longer than 18 months or at a level greater than as is in effect for active employees generally during the Salary Continuation Period, provided that the Eligible Employee shall pay the employee portion of any required premium payments at the level in effect for employees generally of the Participating Company for such benefits. For purposes of determining an Eligible Employee’s entitlement to continuation coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee’s 18-month or other period of coverage shall commence on the first of the month following the last day of the Eligible Employee’s Salary Continuation Period. Life insurance coverage shall cease as of the date of termination of employment.

4. Annual Bonus Payment. Subject to the provisions of this paragraph 4, a cash bonus for the calendar year of termination may be paid in the event the Eligible Employee was employed by a Participating Company for at least six full months during such year and the Eligible Employee participated in an annual bonus plan (the “Annual Incentive Plan”) immediately prior to termination of employment. In such event, the Eligible Employee shall receive a bonus in an amount equal to the actual bonus which would have been payable under the Annual Incentive Plan had such employee remained employed through the end of the year of such termination multiplied by a

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fraction the numerator of which is the number of full months he or she was eligible for the Annual Incentive Plan while employed during the calendar year of termination and the denominator of which is 12. Such bonus shall be payable at the time otherwise payable under the Annual Incentive Plan had employment not terminated, but no later than the 15^th day of the third month following the end of the Eligible Employee’s taxable year (or the Participating Company’s taxable year, if later) during which the termination of employment occurred). Notwithstanding the foregoing, no amount shall be paid under this paragraph 4 in the event the Eligible Employee incurred an Eligible Termination by reason of unsatisfactory performance. The foregoing provisions of this paragraph 4 shall be appropriately modified in the case of any plan not on a calendar year basis.

5. Death. Upon the death of an Eligible Employee during the Salary Continuation Period, the benefits described in paragraph 1 (salary continuation) and paragraph 4 (annual bonus payment) of this Schedule shall continue to be paid to his or her estate, as applicable, at the time or times otherwise provided for herein.

6. Equity. The Eligible Employee’s unvested rights in any stock options, restricted stock or other equity in the Company or any of its affiliates shall be immediately forfeited upon the termination of an Eligible Employee’s employment. All vested rights in any stock options or other equity shall be governed by the applicable plan documents and/or agreements governing such equity.

7. Other Benefits. The Eligible Employee shall be entitled to such outplacement services during the Salary Continuation Period as shall be provided by the Participating Company. Unless expressly stated in this Plan to the contrary, all other benefits shall terminate upon the termination of the eligible Employee’s employment with the Company.

8. No Further Benefits, Etc. Following an Eligible Employee’s termination of employment, no further grants, awards, contributions, accruals or continued participation (except as otherwise provided for herein) shall be made to or on behalf of such employee under any plan or program maintained by a Participating Company including, but not limited to, any annual incentive plan, any stock incentive plan or any qualified or nonqualified retirement, profit sharing, stock option, restricted stock, perquisite, or other benefit plan of the Company or any of its affiliates.

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Exhibit 1

MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (this “Agreement”) is made by and between                                  (hereinafter referred to as “Employee”) and Dun & Bradstreet, Inc. (“D&B”).

Recitals

This Agreement is based on the following:

A. Employee has been employed by D&B since the date specified on the Appendix.

B. The parties wish to enter into an agreement providing for the termination of Employee’s employment and the resolution of any differences that have or could arise between them.

In consideration of the promises and mutual covenants set forth in this Agreement and of the actions taken pursuant to this Agreement, and in full settlement of any claims Employee has or could have against D&B arising out of Employee’s employment and its termination, the parties agree as follows:

Terms

1. Termination of employment. As of the Termination Date specified on the Appendix, Employee’s employment with D&B will terminate. Regardless of whether Employee accepts this Agreement, Employee will be paid all earned salary and, in accordance with existing policy, all earned and unused vacation time. Employee is expected to settle all outstanding travel, entertainment and business expenses and/or advances by not later than two (2) weeks after Employee’s termination.

2. Career Transition Plan. The benefits described in paragraphs 3, 4, 6 and 7 herein shall be provided pursuant to, and only to the extent permitted under, the Dun & Bradstreet Career Transition Plan.

3. Salary Continuation. For the period from the Termination Date through the earlier of the New Employment Date or the Last Day of Restriction Period specified on the Appendix, Employee will receive Salary Continuation in the amount specified on the Appendix. This will be paid on D&B’s normal payroll schedule starting on the first payroll date following the Effective Date of this Agreement.

4. Bonus and incentive compensation. Employee will receive such bonus and other incentive compensation as is specified on the Appendix.

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5. Payroll taxes. The gross compensation specified in paragraphs 3 and 4 will be paid less applicable payroll withholding and deductions, i.e., federal and state income taxes, Social Security, benefits, etc.

6. Medical and dental coverage. For the period from the Termination Date through the earlier of the New Employment Date or the Last Day of Restriction Period, Employee and Employee’s eligible dependent(s) will continue to be covered by D&B’s medical and dental plans, as each may be amended or supplemented from time to time for D&B employees. Eligibility for COBRA coverage will begin after such medical and dental coverage ends. Employee’s coverage under D&B’s life insurance plan shall cease as of the Termination Date.

7. Stock options. From and after the Termination Date, Employee will not be eligible for or receive any additional stock option or other long-term incentive compensation grants. Previously granted stock options or other long-term incentive compensation grants will be governed by the terms of the applicable plan(s) under which they were granted.

8. No other payments or benefits. Payments to Employee provided for under this Agreement are in lieu of, and Employee waives any and all rights Employee may have to receive, any other severance payments or any other payments or compensation to which Employee may now be or later become entitled upon termination of employment, except for retirement benefits and medical and dental insurance benefits.

9. New Employment Date. Employee will have a “New Employment Date” as of the first date between the Termination Date and the Last Day of Restriction Period that he or she commences performing services, or expands the scope or amount of services performed, for any entity, including D&B or any of its parent, divisions, subsidiaries, affiliates, or partnerships (“D&B Related Companies”) or any other entity (whether or not such entity is in competition with D&B or any D&B Related Company). An Employee who continues to perform for any other entity services that he or she performed for such entity while employed by D&B or any D&B Related Company will not have a New Employment Date unless and until he or she expands the scope or amount of those services. To “perform services” means to perform any personal services for remuneration, compensation or reward as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation (or any other legal entity) or as a sole proprietor.

10. Quarterly certification. Employee will periodically certify to D&B that he or she has not had a New Employment Date. The certification must be delivered in writing to the Employee Relations Leader in each calendar quarter that ends between the Termination Date and the Last Day of Restriction Period. Failure to make the certification within five (5) business days of the end of each calendar quarter will result in the permanent forfeiture of any and all rights under this Agreement to Salary Continuation, insurance coverage continuation and an annual bonus payment.

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11. Notice of New Employment. Employee will notify D&B within five (5) business days of any New Employment Date. Such notice must be delivered in writing on a Notice of New Employment, delivered to the Employee Relations Leader.

12. Failure to Provide New Employment Notice. If the Employee fails to timely provide a Notice of New Employment to notify D&B of his New Employment Date, he shall immediately (i) forfeit any and all rights to Salary Continuation and benefit continuation through the Salary Continuation Period and (ii) repay an amount equal one hundred percent (100%) of the Salary Continuation payments he received on or after the New Employment Date, plus fifty percent (50%) of the Salary Continuation payments he received prior to the New Employment Date. In addition, the Employee shall pay the reasonable costs and attorneys’ fees of D&B or any D&B Related Company in bringing an action to enforce the rights of repayment described in this paragraph 12.

13. New Employment notification bonus. Although Employee is not eligible for any salary continuation payments after the New Employment Date, D&B will pay to the Employee, in cash in a lump sum within thirty (30) days of receipt of timely notification of the Employee’s New Employment Date, an amount equal to fifty percent (50%) of the total Salary Continuation that the Employee would be entitled to under paragraph 3 between the New Employment Date and the Last Day of Restriction Period, if Salary Continuation was payable during such period. This bonus will be reduced by the Salary Continuation payments, if any, paid to the Employee after the New Employment Date. Notwithstanding the foregoing, the Employee shall not be eligible to receive the New Employment notification bonus, if Employee’s new employment is as an employee of D&B or any D&B Related Company.

14. No competition during Restriction Period. From the Termination Date through the Last Day of Restriction Period, unless Employee has first obtained the written consent of D&B’s President, Employee will not perform any work for, consult (for compensation or otherwise) with, or obtain or maintain any ownership (other than as a less than 5% stockholder in a public corporation) in, any corporation, partnership or other business entity (including, but not limited to, those businesses on the Principal Competitor List attached as Exhibit A) that (i) competes with D&B or any D&B Related Company in a field of business activity in which Employee has been primarily engaged on behalf of D&B or in which Employee has considerable knowledge as a result of his employment by D&B; or (ii) provides consulting services to prospects or customers of D&B or any D&B Related Company concerning their reduced use of products and services offered by D&B or any D&B Related Company (including, but not limited to, Credit Advisors, Inc., and The Kreller Group).

15. No recruitment or solicitation during Restriction Period. From the Termination Date through the Last Day of Restriction Period, and except as otherwise provided for in writing, Employee will not recruit or solicit any customers of D&B or any D&B Related Company to become customers of any business entity that competes with any of the businesses owned or operated by D&B or any D&B Related Company. In addition, Employee will not recruit or solicit any employee of D&B or any D&B Related

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Company to leave D&B or any D&B Related Company to work with or for Employee or with or for another by whom Employee is employed, without first obtaining the written consent of D&B’s President.

16. No public statement. From the Termination Date through the Last Day of Restriction Period, Employee will not originate any public written or oral statement, news release, or other public announcement or publication, relating to Employee’s employment by D&B or relating to D&B, any D&B Related Company, or any of their customers, personnel, or agents, without first obtaining the written consent of D&B’s President, except that Employee may disclose the fact that Employee was employed by D&B to prospective employers and recruiters. Except as permitted in this Agreement, Employee also will not use in any public written or oral statement, news release, or other public announcement or publication the indicia or name of D&B, any D&B Related Company, or any of their customers, personnel, or agents, without first obtaining the written consent of D&B’s President.

17. Nondisclosure; return of property. Employee will not at any time directly or indirectly disclose any confidential information, records, data, formulae, specifications or other trade secrets owned by D&B or any D&B Related Company to any person or entity or use any such information. All records, files, drawings, documents, models, disks, equipment and the like relating to the business of D&B or any D&B Related Company that Employee prepared or used or came in contact with during Employee’s employment by D&B will be and remain the sole property of D&B or the D&B Related Company. Employee warrants that as of the Termination Date all such property will have been returned to D&B or the D&B Related Company and that Employee will not retain any such property. In addition, Employee will turn over to D&B all documents (including without limitation paper documents, audiotapes, videotapes and other recording media, as well as all copies and transcripts of those documents) that contain matters of or relating to D&B, any D&B Related Company, or their affairs or employees.

18. No re-employment. Except as provided herein, in exchange for the consideration set forth in this Agreement, and in order to avoid any future claim of retaliation, Employee forsakes any right to be re-employed by D&B or any D&B Related Company and will not apply for or accept reinstatement or employment at any time in the future with D&B or any D&B Related Company. However, should D&B or a D&B Related Company waive the provisions of this paragraph and employ Employee during the time Employee is receiving benefits hereunder, then upon rehire such benefits will cease and Employee will not be entitled to further payments. D&B or a D&B Related Company may rely on this paragraph in determining to refuse to employ Employee and/or declining to consider any application for employment that conflicts with this paragraph.

19. Release of claims.

a. Employee, for himself or herself and for Employee’s family, representatives, successors and assigns, releases and forever discharges D&B, all

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D&B Related Companies, and their respective representatives, successors, assigns, directors, officers, employees, attorneys, agents, and trustees or administrators under any Dun & Bradstreet plans (the “Released Parties”) from any and all claims, demands, debts, damages, injuries, actions or rights of action of any nature whatsoever, whether known or unknown, that Employee had or now has or may have against the Released Parties from the beginning of Employee’s employment with D&B or any D&B Related Company to and including the Effective Date of this Agreement, on account of, or arising out of, any matter related to Employee’s employment with D&B or any D&B Related Company or termination of such employment (the “Released Claims”). The Released Claims include, but are not limited to, all rights, claims, and causes of action under (as amended) Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 1981, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act of 1967 (“ADEA”), The Americans with Disabilities Act, the Family and Medical Leave Act, and (when applicable) the New York State and City Human Rights laws, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Equal Pay Act, the New Jersey Conscientious Employee Protection Act, and the California Fair Employment and Housing Act, any other local, state or federal law, including but not limited to laws related to discrimination or wrongful termination, any implied or express contract of employment, whether oral or written, and/or any claim arising under common law.

b. The Released Claims, however, do not include (i) any claim arising from a breach of this Agreement by D&B; or (ii) any claim that may not be waived by private agreement without governmental or judicial supervision.

c. Employee’s release of claims also does not bar Employee from filing a charge or complaint with the Equal Employment Opportunity Commission or an analogous state agency or assisting such an agency in its investigation of a charge or complaint of discrimination, but it does bar Employee from recovering monetary damages or other relief from the Released Parties in an individual, class, or governmental agency action covering any of the Released Claims.

d. The Released Claims include all such claims whether known or unknown by Employee. Where applicable, Employee therefore waives the protection of California Civil Code section 1542 or any other analogous statute or principle of law. Section 1542 states:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have materially affected his or her settlement with the debtor.

e. If Employee brings any action, law suit or proceeding (“Action”) based on a Released Claim (other than an ADEA claim), then within ten (10) days of D&B’s written demand, Employee will return to D&B the value of the severance benefits received by Employee under this Agreement, regardless of the outcome of the Action, and will pay to D&B all of its reasonable attorneys’ fees and costs incurred in the Action (including any appeals resulting from the Action), if D&B prevails in the action.

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f. If Employee’s release of ADEA claims is found to be invalid, D&B will be entitled, to the extent not prohibited by law, to set-off, recoupment, or restitution of the value of the severance benefits received by Employee under this Agreement.

20. Confidentiality of Agreement. Employee will forever refrain from disclosing to any third party or other entity the fact of this Agreement, and further will keep the terms of this Agreement confidential and not disclose same to any third party, except Employee may (i) do so pursuant to a court order or other valid governmental authority, and (ii) disclose the fact and nature of the restrictive covenants contained in this Agreement to prospective employers. If, pursuant to a court order or other governmental authority, Employee may be or is required to disclose all or any portion of this Agreement, Employee will immediately so notify D&B and D&B will be given the right to intercede with such court or governmental entity to seek to prevent or limit the extent of disclosure. Employee’s attorneys, spouse and financial advisors will not be deemed to be third parties for purposes of this paragraph.

21. Remedies in event of breach. Except as separately provided by this Agreement with respect to Employee’s release of claims, in the event of a breach of this Agreement by Employee, D&B or any D&B Related Company will be entitled to recover from Employee any damages, costs, and expenses D&B may incur (including court costs, judgments, attorneys’ fees, and all other costs and expenses, taxable or otherwise) in defending against, or seeking or obtaining an abatement of or an injunction against, such action or proceeding, or in establishing or maintaining the applicability or validity of any provision of this Agreement. In the event of such breach by Employee, D&B, at its option, may (i) seek specific performance of this Agreement, or (ii) seek return of all monies paid and the value of all benefits provided pursuant to this Agreement as of the date of such breach, and D&B will be relieved of all future payments and obligations provided for under this Agreement.

22. Accord and satisfaction. The parties expressly understand and agree that this Agreement is in full accord, satisfaction and discharge of any and all claims Employee has or could have against D&B or any D&B Related Company arising out of Employee’s employment by D&B or any D&B Related Company and the termination of that employment, and that this Agreement has been executed with the express intention of extinguishing all obligations and all claims and rights that Employee has or could assert against D&B or any D&B Related Company, except as expressly provided for herein.

23. No admission. The parties acknowledge that this Agreement has been executed in connection with the compromise and settlement of possible claims and that this Agreement and the actions taken pursuant to this Agreement do not constitute an acknowledgment or admission on the part of either party of liability for any matter or precedent upon which liability may be asserted. Nothing contained in this Agreement will prevent either party from enforcing its rights under this Agreement if it is breached

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by the other party. Without limiting the generality of the foregoing, the execution of this Agreement should not be construed as an admission by either party that it has violated any federal, state or local statute, law, rule, regulation or ordinance of any nature whatsoever or that it has acted improperly with regard to the other, and that the execution of this Agreement does not violate any federal, state or local statute, law, rule, regulation or ordinance of any nature whatsoever.

24. No third-party beneficiary where not so provided. Except as expressly stated in this Agreement, the parties do not intend to make any person or entity who is not a party to this Agreement a beneficiary of this Agreement, and this Agreement should not be construed to be made for the benefit of any person or entity not expressly provided for in this Agreement. If Employee dies prior to payment of all of the payments and benefits provided for in this Agreement, then the remaining payments will be paid to Employee’s estate.

25. Employee’s acknowledgment. Employee acknowledges that:

a. Employee has had a period of at least twenty-one (21) days within which to consider whether to sign this Agreement, although Employee is free to sign this Agreement at anytime during that 21-day period, except that Employee may not accept this Agreement prior to the time that Employee’s employment with D&B terminates.

b. Employee has a period of seven (7) days from the date that Employee signs this Agreement within which to revoke it. This Agreement will not become effective or enforceable until the expiration of this seven (7) day revocation period without a timely revocation, at which time will be the Agreement’s “Effective Date.”

c. Employee is advised to consult with an attorney about this Agreement at Employee’s own expense.

d. Employee fully understands the terms and contents of this Agreement and voluntarily, knowingly and without coercion is entering into this Agreement.

26. Severability. If, for any reason, any one or more of the provisions of this Agreement is held or deemed to be inoperative, unenforceable or invalid by a court of competent jurisdiction in a particular case or in all cases, that circumstance will not have the effect or rendering the provision(s) invalid in any other case, or rendering any other provisions of this Agreement inoperative, unenforceable or invalid. If, however, the provisions of any of paragraphs 10 through 12 or 14 through 23 are held or deemed unenforceable or invalid as to Employee, and Employee thereafter ceases to abide by the provision(s), then D&B will have the right to declare this Agreement null and void and will have no further payment obligations under paragraph 3 or 4.

27. Governing law. This Agreement will be construed in accordance with the laws of the State of New Jersey or federal law as applicable.

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28. Notices. All notices to be given under this Agreement must be in writing sent by certified or registered mail or overnight delivery service with receipt acknowledged and addressed to:

If to D&B, to:

Dun & Bradstreet, Inc.

103 JFK Parkway

Short Hills, NJ 07078

Attn: Leader - Human Resources

with a copy to:

Dun & Bradstreet, Inc.

103 JFK Parkway

Short Hills, NJ 07078

Attn: General Counsel

If to Employee, to the address shown on the Appendix.

Notices will be deemed given when received.

29. Entire agreement. This Agreement constitutes the entire agreement of the parties and all prior negotiations or representations are merged into this Agreement or replaced by it. The parties understand and agree that there are no oral or written agreements binding between them that modify this Agreement and that they are not relying on any promises or representations made by or on behalf of the other party, except as expressly set forth in this Agreement. This Agreement may be executed in counterparts, each being deemed an original.

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Employee and D&B, by its duly authorized agent, hereby execute this Agreement.

EMPLOYEE:	DUN & BRADSTREET, INC.
	By:
Date:	Name:
	Date:
Witness as to Employee:	Attest as to D&B:
By:	By:
Name:	Name:
Date:	Date:

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Appendix

Summary of Benefit Entitlements

Employment Date:
Termination Date:
Position from which terminated:
Salary Continuation:	$                     per week for              weeks
	(annual rate of $                ; to be paid on D&B’s normal payroll schedule)
Last Day of Restriction Period:
Welfare Benefit Continuation:	[LIST NAMES OF MEDICAL AND DENTAL PLANS UNDER WHICH EMPLOYEE COVERED]
Annual Bonus Payment:	[x] of the annual bonus
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	otherwise payable to you at time of normal payment.
[Individual] [Group] Outplacement:	As provided by the Company.
Employee’s Address for Notices:

The description of benefits contained in this Appendix is only a summary and is subject to the terms and conditions of the Memorandum of Agreement to which it is attached.

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EX-10.4

Exhibit 10.4

EXECUTIVE RETIREMENT PLAN

OF

THE DUN & BRADSTREET CORPORATION

As Amended and Restated Effective January 1, 2009

PREAMBLE

The principal purpose of this Executive Retirement Plan of The Dun & Bradstreet Corporation (the “Plan”) is to ensure the payment of a competitive level of retirement income and disability benefits in order to attract, retain and motivate selected executives of the Corporation and its Affiliates.

Effective January 1, 2009, the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation (the “SEBP”) was combined with the Plan to form a single plan. This Plan document constitutes an amendment and restatement of both the Plan and the SEBP, and shall apply effective January 1, 2009, to Participants and Vested Former Participants who performed an hour of service on or after January 1, 2005.

Section 1.

Definitions

1.1 “Affiliate” means any corporation, partnership, joint venture, limited liability company, or other organization which, together with the Corporation, would be treated as a single employer under Section 414(b) or (c) of the Code. An eighty (80) percent ownership threshold shall be applied for identifying related entities that are Affiliates for all purposes under this Plan.

1.2 “Aggregated Amounts” means the entirety of a Participant’s or Vested Former Participant’s interest under any plan, agreement, method, program or other arrangement with respect to which deferrals of compensation, together with all benefits under this Plan, are treated as having been deferred under a single nonqualified deferred compensation plan under Section 1.409A-1(c)(2) of the Treasury Regulations.

1.3 “Average Final Compensation” means a Participant’s or Vested Former Participant’s average annual Compensation during the five (5) consecutive twelve (12) month periods in the last ten (10) consecutive twelve (12) month periods of his or her Credited Service (or during the total number of consecutive twelve (12) month periods if fewer than five (5)), prior to the relevant date of calculation under this Plan, affording the highest such average annual Compensation. If actual monthly Compensation for any month during the one hundred twenty (120) month computational period is unavailable, Compensation for such month shall be determined based on uniform rules adopted by the Committee or its delegee. For the sole purpose of determining a Participant’s or Vested Former Participant’s average annual

Compensation, service with an Affiliate shall be deemed Credited Service. Notwithstanding the foregoing, if the Participant is Disabled at the time of his or her Retirement, the Average Final Compensation shall be the greater of the amount described above or the Participant’s Earnings.

1.4 “Board” means the Board of Directors of The Dun & Bradstreet Corporation.

1.5 “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Corporation, but not including persons solely because they purchase or own stock of the Corporation at the same time or as a result of the same public offering), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing thirty percent (30%) or more of the total voting power of the Corporation’s stock, but only if such person or group is not considered to effectively control the Corporation (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Corporation, but not including persons solely because they purchase or own stock of the Corporation at the same time or as a result of the same public offering), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Corporation, but only if such person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Corporation prior to such acquisition; or

(d) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Corporation, but not including persons solely because they purchase assets of the Corporation at the same time), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Corporation that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Corporation (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Corporation (immediately before the asset transfer) in exchange for or with respect to its stock,

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(ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation immediately after the asset transfer, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Corporation immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii), above, immediately after the asset transfer.

1.6 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.7 “Committee” means the Compensation & Benefits Committee of the Board.

1.8 “Compensation” means the total amount paid by the Corporation or an Affiliate to a Participant or Vested Former Participant (other than amounts paid after Termination of Employment) with respect to any period of Credited Service as salary, wages, overtime, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts voluntarily deferred or reduced by the Participant or Vested Former Participant under any employee benefit plan of the Corporation or Affiliate available to all levels of employees of the Corporation or Affiliate on a non-discriminatory basis upon satisfaction of eligibility requirements and voluntarily deferred or reduced under any executive deferral plan of the Corporation or Affiliate (provided such amounts otherwise would not have been excluded had they not been deferred), but excluding any pension, retainers, severance pay, special stay-on bonus payments, income derived from stock options, stock appreciation rights and dispositions of stock acquired thereunder, payments dependent upon any contingency after the period of Credited Service and other special remunerations (including performance units). Compensation shall include elective amounts that are not includible in gross income of the Participant or Vested Former Participant by reason of Sections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code.

In the case of a Participant or Vested Former Participant who is transferred to an entity that is not an Affiliate during a year, Compensation shall be the amount earned by the Participant or Vested Former Participant prior to such transfer. If a Participant’s or Vested Former Participant’s employment with the Corporation or an Affiliate is continued during a period of authorized leave of absence, for the purposes of determining Average Final Compensation, the Participant or Vested Former Participant shall be deemed to continue to receive the Earnings he or she was receiving at the time such leave commenced. In all cases of paid leave, the Participant’s or Vested Former Participant’s Compensation during such period of leave shall be included for the purposes of determining Average Final Compensation.

1.9 “Corporation” means The Dun & Bradstreet Corporation, a Delaware corporation, and any successor or assigns thereto.

1.10 “Credited Service” means service from the date the Participant, Former Participant or Vested Former Participant was employed by the Corporation or an Affiliate; in the case of an acquired business, however, the Participant’s, Former Participant’s or Vested Former

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Participant’s service with that business prior to the date of acquisition will not be counted unless the Chief Executive Officer or the Senior Human Resources Executive of the Corporation approves recognition of such service as Credited Service for purposes of this Plan. Service after a Participant is removed from the Plan pursuant to Section 2 and before, if applicable, he or she is reinstated as a Participant, shall not be included; provided, however, that the Period of Disability, if applicable, shall be included in Credited Service. A full month of Credited Service shall be credited for each partial month of service by a Participant.

1.11 “Disability” or “Disabled” means with respect to any Participant, that he or she (i) has been determined to be totally disabled by the Social Security Administration, or (ii) has been determined to be disabled in accordance with the Long-Term Disability Plan, so long as the standard for such a determination under that plan requires that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

1.12 “Disability Benefit” means the benefit provided to certain Participants, Former Participants, and Vested Former Participants pursuant to Section 5 of the Plan.

1.13 “Earnings” means the total amount paid by the Corporation or any Affiliate to a Participant in the twelve (12) full calendar months immediately preceding the relevant determination date, (a) including salary, wages, regular cash bonuses and commissions, lump sum payments in lieu of foregone merit increases, “bonus buyouts” as the result of job changes, and any portion of such amounts (i) voluntarily deferred or reduced by the Participant under any employee benefit plan of the Corporation or any Affiliate available to all levels of employees of the Corporation and/or any Affiliate(s) on a non-discriminatory basis upon satisfaction of eligibility requirements or (ii) voluntarily deferred or reduced under any executive deferral plan of the Corporation or any Affiliate (so long as such amounts would otherwise not have been excluded had they not been deferred), but (b) excluding any pension, retainer, severance pay, special stay-on bonus payment, income derived from stock options, stock appreciation rights and restricted stock awards and dispositions of stock acquired thereunder, payment dependent upon any contingency after the period of Credited Service and other special remuneration (including performance units).

1.14 “Election” means an election as to the form of benefit payment made pursuant to Section 4.5 of the Plan.

1.15 “Election Date” means the date that a properly completed election form with respect to an Election is received by the Corporation’s Compensation and Benefits Department.

1.16 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.17 “Former Participant” means an employee who has not completed five (5) or more years of Vesting Service at the time his or her employment with the Corporation or an Affiliate terminates or at the time he or she was removed from further participation in the Plan.

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1.18 “Former SEBP Participant” means a Participant or Vested Former Participant who is a former participant in the SEBP and who had an accrued benefit in the SEBP as of June 30, 2007 that remains unpaid.

1.19 “Gross Benefit” means the amount described in Section 4.2(b), as recalculated per Section 4.2(d), if applicable.

1.20 “Long-Term Disability Plan” means the long-term disability plan of the Corporation or any Affiliate.

1.21 “Long-Term Disability Plan Benefit” means the amount of benefits actually payable to a Participant from the Long-Term Disability Plan.

1.22 “Normal Form” means, with respect to an annuity, a joint and 50% survivor annuity if the Participant or Vested Former Participant is married on the relevant measurement date, or a single life annuity if the Participant or Vested Former Participant is not married on such date.

1.23 “Other Disability Income” means (a) the disability insurance benefit that the Participant, Former Participant, or Vested Former Participant is entitled to receive under the Federal Social Security Act and (b) the disability income payable to a Participant, Former Participant, or Vested Former Participant from the following sources:

(i) any supplemental executive disability plan of any Affiliate; and

(ii) any other contract, agreement or other arrangement with the Corporation or an Affiliate (excluding the Long-Term Disability Plan) to the extent it provides disability benefits.

In no event shall Other Disability Income include any amounts to be taken into account as Other Retirement Income under Section 1.24.

1.24 “Other Retirement Income” means:

(a) (i) the estimated Social Security retirement benefit that the Participant or Vested Former Participant would be eligible to receive under the Federal Social Security Act as of the date of his or her Retirement, or (ii) if the Participant or Vested Former Participant is not eligible to receive a Social Security retirement benefit commencing on such date, the estimated Social Security retirement benefit that would be payable at age sixty-two (62), based on the law as in effect as of the date of the Termination of Employment and reduced on an actuarially equivalent basis to the date of his or her Retirement using the actuarial assumptions specified in Section 1.2(c) of The Dun & Bradstreet Corporation Retirement Account, assuming for purposes of (i) and (ii) above that for years prior to the Participant’s employment with the Corporation or an Affiliate and for years following the Participant’s Termination of Employment with the Corporation or an Affiliate until the Participant attains age sixty-two (62), the Participant earned compensation so as to accrue the maximum Social Security benefits, and

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(b) the sum of the amounts that would be payable in a life annuity commencing at the same time as payment of the benefits hereunder (as determined under Sections 4 and 8) on account of the Participant or Vested Former Participant under (i) the Pension Benefit Equalization Plan of Dun & Bradstreet Corporation (the “PBEP”), (ii) the Retirement Account, (iii) any other qualified or nonqualified retirement plan, other than a defined contribution plan, of the Corporation or an Affiliate or any former Affiliate, and (iv) any other contract, agreement or other arrangement with the Corporation or an Affiliate or any former Affiliate, other than a defined contribution plan, to the extent it provides retirement or pension benefits labeled as such therein.

1.25 “Participant” means an employee of the Corporation or an Affiliate who becomes a participant in the Plan pursuant to Section 2 and has not been removed pursuant to Section 2.2.

1.26 “Period of Disability” means the period of time during which a Participant, Former Participant or Vested Former Participant is eligible to receive a Disability Benefit under Section 5.

1.27 “Plan” means this Executive Retirement Plan of The Dun & Bradstreet Corporation, as amended from time to time.

1.28 “Potential Change in Control” means:

(a) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation;

(b) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation;

(c) any person, other than a trustee or their fiduciary holding securities under an employee benefit plan of the Corporation (or a Corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing nine and one half percent (9.5%) or more of the combined voting power of the Corporation’s then outstanding securities, increases his or her beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or

(d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Corporation has occurred.

1.29 “Retirement” means, after the completion of at least five (5) years of Vesting Service, the later of (i) the fixed date that is the later of the Participant’s 55^th birthday or the fifth anniversary of the Participant’s commencement of participation in the Plan or (ii) Termination of Employment, other than at death.

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1.30 “Retirement Account” means, as to any Participant or Vested Former Participant, The Dun & Bradstreet Corporation Retirement Account or any defined benefit pension plan of the Corporation or an Affiliate, which is intended to meet the requirements of Section 401(a) of the Code and pursuant to which retirement benefits are payable to such Participant or Vested Former Participant or to the Surviving Spouse or designated beneficiary of a deceased Participant or Vested Former Participant.

1.31 “Retirement Account Benefit” means the amount of benefits payable from the Retirement Account to a Participant or Vested Former Participant.

1.32 “Retirement Benefit” means the benefits provided to Participants and Vested Former Participants pursuant to Sections 4 and 8 of the Plan.

1.33 “SEBP” means the Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation.

1.34 “Specified Key Employee” means a Participant or Vested Former Participant who, at the time of his or her Termination of Employment is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Corporation according to procedures adopted by the Board or the Committee applicable to all plans and agreements sponsored by the Corporation that are subject to Code Section 409A.

1.35 “Surviving Spouse” means the spouse of a deceased Participant or Vested Former Participant to whom such Participant or Vested Former Participant is legally married immediately preceding such Participant or Vested Former Participant’s death.

1.36 “Surviving Spouse’s Benefits” mean the benefits provided to a Participant’s or Vested Former Participant’s Surviving Spouse pursuant to Section 6 of the Plan.

1.37 “Termination of Employment” means “separation from service” (within the meaning of Section 409A of the Code) with the Corporation and its Affiliates, as determined by the Corporation in accordance with Treasury Regulation Section 1.409A-1(h). For purposes of the Plan:

(a) A Termination of Employment will occur on the date as of which the Corporation or its Affiliate reasonably anticipates that no further services will be performed or that the level of bona fide services the Participant or Vested Former Participant will perform (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Corporation or Affiliate, if less than thirty-six (36) months).

(b) Notwithstanding the foregoing, a Termination of Employment will not occur if the Participant or Vested Former Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the individual retains a right to reemployment with the Corporation or an Affiliate under applicable statute or by contract. For purposes of this Section 1.37(b), a leave of

7

absence is bona fide only if there is a reasonable expectation that the individual will return to perform services for the Corporation or Affiliate. If the period of leave exceeds six (6) months and the individual does not retain a right to reemployment under statute or contract, the Termination of Employment is deemed to occur on the first date immediately following such six-month period. Where a leave of absence is due to a Disability, a 29-month period shall apply for purposes of applying this Section 1.37(b).

(c) Unless the context clearly requires otherwise, the phrases “terminates employment,” “termination of employment,” and similar phrases refer to the Participant’s Termination of Employment.

1.38 “Vested Former Participant” means a former Participant who completed five (5) or more years of Vesting Service.

1.39 “Vesting Service” means Credited Service completed while an individual is a Participant in the Plan or during a Participant’s Period of Disability. Vesting Service does not include any past service granted to a Participant when he or she enters the Plan for purposes of calculating Credited Service. Notwithstanding the foregoing, for any Former SEBP Participant, Vesting Service includes all service with the Corporation or an Affiliate since the date of his or her hire, including, in the case of a Former SEBP Participant who terminates employment and is rehired, any service prior to such termination.

1.40 The masculine gender, where appearing in the Plan, will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.

Section 2.

Eligibility and Participation

2.1 All key management employees of the Corporation and its Affiliates who are responsible for the management, growth or protection of the business of the Corporation and its Affiliates, who are on the Global Leadership Team (as designated in writing from time to time by the Board or by the Chief Executive Officer of the Corporation) or who are designated by the Chief Executive Officer or the Senior Human Resources Executive of the Corporation in writing are eligible for participation in the Plan as of the effective date of such designation. All such employees who participated in the SEBP and were actively employed by the Corporation or an Affiliate as of July 1, 2007 became Participants in the Plan as of July 1, 2007.

2.2 A Participant’s participation in the Plan shall terminate upon Termination of Employment. A Participant’s participation in the Plan shall terminate prior to such Termination of Employment if he or she is given prior written notice of removal from participation in the Plan by the Chief Executive Officer or the Senior Human Resources Executive of the Corporation. As of the date a Participant ceases further participation in the Plan, no further benefits shall accrue to such individual under the Plan and he or she will cease earning Vesting Service and/or Credited Service for purposes of the Plan.

8

Section 3.

Eligibility For Benefits

3.1 Each Participant or Vested Former Participant is eligible for a Retirement Benefit under this Plan, as described in Section 4, upon Retirement, or upon Termination of Employment with the Corporation or an Affiliate before Retirement after completing five (5) or more years of Vesting Service. Participants who do not complete five (5) or more years of Vesting Service are eligible, in certain circumstances, for a Retirement Benefit under this Plan, as described in Section 8, after a Change in Control.

3.2 Each Participant is eligible for a monthly Disability Benefit under this Plan, as described in Section 5, upon the commencement of benefits under the Long-Term Disability Plan, except as limited by Section 5.3.

3.3 The Surviving Spouse of each Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service is eligible for a Surviving Spouse’s Benefit under this Plan, to the extent provided in Section 6, upon the death of the Participant or Vested Former Participant.

3.4 Notwithstanding any other provision of the Plan to the contrary, no benefits or no further benefits, as the case may be, shall be paid to a Participant, Vested Former Participant or Surviving Spouse if the Committee reasonably determines that such Participant or Vested Former Participant or the deceased spouse of such Surviving Spouse has:

(a) to the detriment of the Corporation or any Affiliate, directly or indirectly acquired, without the prior written consent of the Committee, an interest in any other company, firm, association, or organization (other than an investment interest of less than one percent (1%) in any company), the business of which is in direct competition with any business of the Corporation or an Affiliate, within two (2) years of the date of such Participant’s or Vested Former Participant’s Termination of Employment with the Corporation or any Affiliate;

(b) to the detriment of the Corporation or any Affiliate, directly or indirectly competed with the Corporation or any Affiliate as an owner, employee, partner, director or contractor of a business, in a field of business activity in which the Participant or Vested Former Participant has been primarily engaged on behalf of the Corporation or any Affiliate or in which he or she has considerable knowledge as a result of his or her employment by the Corporation or any Affiliate, either for his or her own benefit or with any person other than the Corporation or any Affiliate, without the prior written consent of the Committee, within two (2) years of the date of such Participant’s or Vested Former Participant’s Termination of Employment with the Corporation or an Affiliate; or

(c) been discharged from employment with the Corporation or any Affiliate for “Cause.” “Cause” shall include the occurrence of any of the following events or such other dishonest or disloyal act or omission as the Committee reasonably determines to be “Cause”:

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(i) the Participant or Vested Former Participant has misappropriated any funds or property of the Corporation or any Affiliate or committed any other act of willful malfeasance or willful misconduct in connection with his or her employment;

(ii) the Participant or Vested Former Participant has, without the prior knowledge or written consent of the Committee, obtained personal profit as a result of any transaction by a third party with the Corporation or any Affiliate;

(iii) the Participant or Vested Former Participant has sold or otherwise imparted to any person, firm, or corporation the names of the customers of the Corporation or any Affiliate or any confidential records, data, formulae, specifications and other trade secrets or other information of value to the Corporation or any Affiliate derived by his or her association with the Corporation or any Affiliate;

(iv) the Participant or Vested Former Participant fails, on a continuing basis, to perform such duties as are requested by any employee to whom the Participant or Vested Former Participant reports or the Board; or

(v) the Participant or Vested Former Participant commits any felony or any misdemeanor involving moral turpitude.

In any case described in this Section 3.4, the Participant, Vested Former Participant or Surviving Spouse shall be given prior written notice that no benefits or no further benefits, as the case may be, will be paid to such Participant, Vested Former Participant or Surviving Spouse. Such written notice shall specify the particular act(s), or failures to act, on the basis of which the decision to terminate benefits has been made.

3.5 (a) Notwithstanding any other provision of the Plan to the contrary, a Participant or Vested Former Participant who receives any portion of his or her Retirement Benefit in a lump sum pursuant to an Election shall receive such lump sum portion of his or her Retirement Benefit subject to the condition that if such Participant or Vested Former Participant engages in any of the acts described in clause (i) or (ii) or (iii) of Section 3.4(c), then such Participant or Vested Former Participant shall, within sixty (60) days after written notice by the Corporation, repay to the Corporation the amount described in Section 3.5(b).

(b) The amount described under this Section 3.5(b) shall equal the difference, as determined by the Committee, between (i) the lump sum amount paid to the Participant or Vested Former Participant and (ii) present value of the total annuity payments that would have been paid to the Participant or Vested Former Participant as of the date of the Corporation’s written notice described in Section 3.5(a) with respect to such lump sum amount, if that portion of his or her Retirement Benefit had instead been paid in the form of an annuity. For this purpose, the value of the hypothetical annuity described in (ii) shall be calculated in the same manner as the lump sum described in (i) was calculated at the time it was paid.

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Section 4.

Amount and Payment of Retirement Benefits

4.1 The Retirement Benefit provided by the Plan is designed to provide each Participant and Vested Former Participant with an annual pension from the Plan and certain other sources equal to his or her Retirement Benefit as hereinafter specified. Thus, the Retirement Benefits described hereunder as payable to Participants and Vested Former Participants will be offset by retirement benefits payable from sources outside the Plan as specified herein.

4.2 (a) The Retirement Benefit of a Participant or Vested Former Participant shall be an annual benefit equal to the Participant’s Gross Benefit reduced by his or her Other Retirement Income.

(b) A Participant’s Gross Benefit shall be whichever of the following amounts yields the greatest Retirement Benefit (after taking into account any applicable reduction for early commencement):

(i) four percent (4%) of his or her Average Final Compensation for each year of Credited Service, up to a maximum of ten (10) years of Credited Service, as reduced under Section 4.3, if applicable.

(ii) for a Former SEBP Participant who had attained age fifty (50) and had been credited with at least ten (10) years of Vesting Service as of January 15, 1997 or a Former SEBP Participant whose age plus years of Vesting Service was equal to or greater than seventy (70) as of January 15, 1997, or other individuals designated by the Chief Executive Officer: fifty percent (50%) of his or her Average Final Compensation plus two percent (2%) of such Average Final Compensation for each year of Credited Service completed prior to July 1, 2007 in excess of ten (10) years of Credited Service but not in excess of fifteen (15) years of Credited Service.

(iii) for a Former SEBP Participant not described in Section 4.2(b)(ii): forty percent (40%) of his or her Average Final Compensation with respect to his or her first ten (10) years of Credited Service completed prior to July 1, 2007, plus two percent (2%) of Average Final Compensation for each year of Credited Service completed prior to July 1, 2007 in excess of ten (10) years of Credited Service completed prior to July 1, 2007 but not in excess of twenty (20) years of Credited Service. In no case will the amount described in the previous sentence be lower than the Retirement Benefit accrued under the SEBP as of July 1, 2007. If such a Participant or Vested Former Participant retires before age sixty (60) without the Corporation’s consent, his or her Retirement Benefit shall be reduced by three percent (3%) for each year of fraction thereof that Retirement commence prior to reaching age sixty (60).

(c) Any portion of the Retirement Benefit provided under this Section 4.2 payable in the form of an annuity pursuant to Section 4.4 shall be payable in monthly installments and will commence on the first day of the calendar month coinciding with or next following the day of the Participant’s or Vested Former Participant’s Retirement, and any portion of such Retirement Benefit payable in a lump sum pursuant to Section 4.4 shall be paid on the

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date that is sixty (60) days after the date annuity payments under this Section 4.2 commence, or would commence if any portion of the Retirement Benefit were payable in the form of an annuity. Notwithstanding the foregoing, in the case of any Participant or Vested Former Participant who is a Specified Key Employee, no amount will be paid to him or her under the Plan upon Retirement prior to the date immediately after the expiration of the six-month period following his or her Termination of Employment, except as permitted under Code Section 409A. Annuity payments, if applicable, otherwise due to the Participant or Vested Former Participant during such six-month period will be accumulated with interest and paid to him or her in the seventh month following Termination of Employment. The applicable interest rate shall be the rate used for purposes of calculating the present value of the portion of the Retirement Benefit payable in a lump sum, or the rate that would be used for such purpose if any portion of the Retirement Benefit was payable in a lump sum.

(d) A Participant’s, Former Participant’s or Vested Former Participant’s Gross Benefit shall be recalculated as of each December 31 during or immediately following his or her Period of Disability, if applicable, until he or she has reached the earlier of (i) five (5) years of Vested Service and ten (10) years of Credited Service or (ii) age 65. To the extent any portion of the Participant’s, Former Participant’s or Vested Former Participant’s Retirement Benefit has been paid to him or her in a lump sum, the same portion of any additional Retirement Benefit due to him or her as a result of the recalculation described in this Section 4.2(d) shall be paid to him or her on the anniversary of the original lump sum payment. To the extent any portion of the Participant’s, Former Participant’s or Vested Former Participant’s Retirement Benefit is being paid to him or her in an annuity, the annuity will be adjusted to reflect this recalculation.

4.3 If a Participant or Vested Former Participant terminates employment with the Corporation or an Affiliate prior to attaining age fifty-five (55) or if he or she is a Former SEBP Participant who attained age fifty (50) on or before July 1, 2007 (regardless of his or her age upon termination of employment with the Corporation or an Affiliate), the Gross Benefit amount described in Section 4.2(b)(i) (but not the amount described in Section 4.2(b)(ii) or (iii)) will be reduced by fifteen percent (15%); provided, however, that such reduction will not be applied to the Retirement Benefit of any Participant who terminated employment by reason of his or her Disability.

4.4 (a) Except as provided under Section 4.4(b) or 4.4(c), a Retirement Benefit under this Plan shall be payable to a Participant or Vested Former Participant in the Normal Form of annuity, based on his or her marital status as of the benefit commencement date.

(b) If a Participant or a Vested Former Participant makes an Election pursuant to Section 4.5, a Retirement Benefit under this Plan shall be payable to such Participant or such Vested Former Participant in the form or combination of forms of payment elected pursuant to such Election. A lump sum distribution of a Participant’s or Vested Former Participant’s Retirement Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Participant or Vested Former Participant and any Surviving Spouse for such portion or all of such Retirement Benefit so distributed.

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(c) Notwithstanding any provision to the contrary herein, if the lump sum value, determined in the same manner as provided under Section 4.5, of a Participant’s or Vested Former Participant’s Retirement Benefit, together with all Aggregate Amounts, does not exceed the applicable dollar amount designated by the Internal Revenue Service (the “IRS”) under Code Section 402(g)(1)(B) ($16,500 for 2009) in effect at the time such benefit is payable under the Plan, such benefit and all Aggregated Amounts shall be paid in a lump sum when annuity payments under Section 4.2 would otherwise commence, which shall result in the termination and liquidation of the Participant’s or Vested Former Participant’s Retirement Benefit.

4.5 A Participant may elect, on a form supplied by the Committee, to receive all, none, or a specified portion, as provided in Section 4.5(a), of his or her Retirement Benefit under the Plan in a lump sum and to receive any balance of such Retirement Benefit in the form of an annuity; provided, that any such Election shall be effective for purposes of this Plan only if the conditions of Section 4.5(b) or 4.5(c) are satisfied. A Participant may elect a payment form different than the payment form previously elected by him under this Section 4.5 by filing a revised election form; provided, that any such new Election shall be effective only if the conditions of Section 4.5(c) are satisfied with respect to such new Election. Any prior Election made by a Participant that has satisfied the conditions of Section 4.5(b) or 4.5(c) remains effective for purposes of the Plan until such Participant has made a new Election satisfying the conditions of Section 4.5(c). The amount of any portion of a Participant’s or a Vested Former Participant’s Retirement Benefit payable as a lump sum under this Section 4.5 will equal the present value of such portion of the Normal Form of the Retirement Benefit, with such present value determined (i) based on a discount rate equal to eighty-five percent (85%) of the average of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three months immediately preceding the date the annuity value is determined and (ii) using the 1983 Group Annuity Mortality Table, assuming all Participants are male. Except as otherwise provided herein, an Election under Section 4.5 shall be irrevocable when it is submitted.

(a) A Participant making an Election under Section 4.5 may specify the portion of his or her Retirement Benefit under the Plan to be received in a lump sum as follows: zero percent (0%), twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%). The remainder of the Retirement Benefit, if any, shall be paid in the form of an annuity, as described in Section 4.4(a).

(b) A Participant’s Election under Section 4.5 may be made on or before the later of (i) January 1, 2009, or (ii) thirty (30) days after the date he or she first becomes eligible to participate in the Plan (but only if the Participant has less than four (4) years of Vesting Service at the time the Election is made). Any Election made pursuant to Section 4.5(b)(ii) will become effective twelve (12) months after it is made.

(c) A Participant may make an Election after the last date specified in Section 4.5(b), but only if the following conditions are satisfied: (i) Participant’s Election becomes effective twelve (12) months after it is made, (ii) such Participant does not reach Retirement or terminate employment prior to a date that is at least twelve (12) full calendar months after the Election Date of such Election, and (iii) except as provided in Section 4.5(d),

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the Election delays payment of the Retirement Benefit for a period of at least five (5) years from the date the payment would otherwise have been made.

(d) In the event a Participant who has made an Election pursuant to Section 4.5 dies at least twelve (12) months after the Election is made and while employed by the Corporation or an Affiliate, Section 4.5(c)(iii) shall not apply.

Section 5.

Disability Benefits

5.1 In the event that a Participant becomes Disabled, a Disability Benefit shall be payable to such Participant under the Plan, except as limited by Section 5.3. The Disability Benefit is designed to supplement each eligible Participant’s disability benefits payable from other sources, and is therefore offset as described in Section 5.2.

5.2 The Disability Benefit shall be payable in monthly installments during the period that the Participant is Disabled, until he or she returns to active employment, attains age sixty-five (65), or is no longer receiving benefits under the Long-Term Disability Plan. The amount of each Disability Benefit installment shall be equal to one-twelfth of (a) sixty percent (60%) of the Participant’s Earnings, less (b) the annualized value of each of the following amounts, to the extent each amount is or has become payable to the Participant, expressed as an annuity: (i) Long-Term Disability Plan Benefit, (ii) Other Disability Income, if any, (iii) Retirement Benefit, if any, paid under this Plan, (iv) Other Retirement Income, if any.

5.3 Notwithstanding the above, in no event shall any Participant receive a Disability Benefit if he or she was not enrolled for the maximum disability insurance coverage available under the Long-Term Disability Plan at the time of disability, or if he or she has not maintained such coverage through the time of Termination of Employment, unless the Participant was not then eligible for coverage under the Long-Term Disability Plan.

Section 6.

Surviving Spouse’s Benefit

6.1 Upon the death of a Participant or Vested Former Participant for whom payment of the Retirement Benefit has commenced in the form of a joint and 50% survivor annuity, the only death benefit provided by this Plan shall be the survivor portion of such annuity. No death benefit shall be provided by the Plan upon the death of a Participant or Vested Former Participant for whom payment of the Retirement Benefit commenced in any other form prior to death.

6.2 Upon the death of a Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service with the Corporation or an Affiliate and has attained age fifty-five (55), but for whom payment of the Retirement Benefit has not commenced, his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided

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from the Plan had the Participant or Vested Former Participant commenced payment of the Retirement Benefit on the date of his or her death. Except as provided in Section 6.4, payment of the Surviving Spouse’s Benefit will be made in a straight life annuity based on the life of the Surviving Spouse and will commence as of the first day of the month following the death of the Participant or Vested Former Participant.

6.3 Upon the death of a Participant or Vested Former Participant who has completed at least five (5) years of Vesting Service with the Corporation or an Affiliate and has not attained age fifty-five (55), his or her Surviving Spouse will be entitled to a Surviving Spouse’s Benefit under this Plan equal to fifty percent (50%) of the Retirement Benefit that would have been provided from the Plan had the Participant or Vested Former Participant terminated employment with the Corporation or an Affiliate on the date of his or her death. Except as provided in Section 6.4, such Surviving Spouse’s Benefit will be made in a straight life annuity based on the life of the Surviving Spouse and will commence as of the first day of the month coincident with or next following the month in which the Participant or Vested Former Participant would have attained age fifty-five (55).

6.4 (a) If a Participant or a Vested Former Participant, while he or she was a Participant, has made an Election effective under Section 4.5, the Surviving Spouse’s Benefit payable to a Surviving Spouse of such Participant or Vested Former Participant will be payable in the form or combination of forms of payment so elected by such Participant or Vested Former Participant pursuant to such Election. The amount of any lump sum payment under this Section 6.4 shall be the present value of the applicable portion of the Surviving Spouse’s Benefit payable under the Plan, as defined in this Section 6, and such present value shall be determined using the actuarial assumptions set forth in Section 4.5. Any lump sum distribution of a Surviving Spouse’s Benefit under the Plan shall fully satisfy all present and future Plan liability with respect to such Surviving Spouse for such portion or all of such Surviving Spouse’s Benefit so distributed.

(b) Any portion of a Surviving Spouse’s Benefit provided under Section 6.2 or 6.3, which is payable as an annuity shall be paid in the manner and at such time as set forth in Section 6.2 or 6.3, as applicable, and any such benefit which is payable as a lump sum shall be paid sixty (60) days after the date when annuity payments commence, or would commence if any portion of such Surviving Spouse’s Benefit were payable as an annuity as set forth in Section 6.2 or 6.3, as applicable.

6.5 Notwithstanding the foregoing provisions of Section 6, the amount of a Surviving Spouse’s Benefit shall be reduced by one (1) percentage point for each year (including a half year or more as a full year) in excess of ten (10) that the age of the Participant or Vested Former Participant exceeds the age of the Surviving Spouse.

Section 7.

Funding

7.1 The Plan is unfunded, and the Corporation will make Plan benefit payments solely on a current disbursement basis, provided, however, that the Corporation

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reserves the right to purchase insurance contracts, which may or may not be in the name of a Participant or Vested Former Participant, or establish one or more trusts to provide alternative sources of benefit payments under this Plan, provided, further, however, that upon the occurrence of a “Potential Change in Control” the appropriate officers of the Corporation are authorized to make such contributions to such trust or trusts as are necessary to fund the lump sum distributions to Participants, Vested Former Participant and Surviving Spouses required pursuant to this Plan in the event of a Change in Control. In determining the amount of the necessary contribution to the trust or trusts in the event of a Potential Change in Control, the following actuarial assumptions shall be used:

(a) the interest rate used shall be the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1st of the year of the occurrence of the Potential Change in Control;

(b) the 1983 Group Annuity Mortality Table shall be used, assuming all Participants are male; and

(c) it shall be assumed that all Participants will retire or terminate employment with the Corporation as soon as practicable after the occurrence of the Potential Change in Control and with the Corporation’s consent and that no reduction under Section 4.2(b)(iii) or Section 4.3 shall be made in a Participant’s or Vested Former Participant’s Retirement Benefit.

7.2 The existence of any such insurance contracts, trust or trusts shall not relieve the Corporation of any liability to make benefit payments under this Plan, but to the extent any benefit payments are made from any such insurance contract in the name of the Corporation or any Affiliate or from any such trust, such payment shall be in satisfaction of and shall reduce the Corporation’s liabilities under this Plan. Further, in the event of the Corporation’s bankruptcy or insolvency, all Participants, Vested Former Participants and Surviving Spouses shall be entitled to share in the Corporation’s assets in the same manner and to the same extent as general unsecured creditors of the Corporation.

7.3 Participants and Vested Former Participants shall have the status of general unsecured creditors of the Corporation and this Plan constitutes a mere promise by the Corporation to make benefit payments at the time or times required hereunder. It is the intention of the Corporation that this Plan be unfunded for tax purposes and for purposes of Title I of the ERISA and any trust created by the Corporation in meeting its obligations under the Plan shall meet the requirements necessary to retain such unfunded status.

Section 8.

Change in Control

8.1 In the event of a Change in Control, the provisions of this Section 8 shall apply notwithstanding any provisions in the Plan to the contrary.

8.2 Upon the occurrence of a Change in Control:

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(a) If a Participant has less than five (5) years of Vesting Service at the time of a Change in Control, such Participant shall be entitled to a Retirement Benefit under Section 4.2(a), based on a Gross Benefit equal to twenty percent (20%) of his or her Average Final Compensation.

(b) The provisions of Section 3.4(a) and (b) shall not apply to any Participant, Vested Former Participant or Surviving Spouse.

(c) Each Participant, Vested Former Participant and Surviving Spouse shall receive within thirty (30) days of the date of the Change in Control, a lump sum distribution equal to the present value of his or her accrued Retirement Benefit or Surviving Spouse’s Benefit under the Plan, to the extent it has not already been paid, as of the date of the Change in Control. For purposes of the determining the commencement date of the hypothetical Retirement Benefit referenced in the preceding sentence, a Participant shall be deemed to have had a Termination of Employment on the date of the Change in Control.

In determining the amount of the lump sum distributions to be paid under this Section 8, the actuarial assumptions described in Section 7 shall be used.

Section 9.

Committee

9.1 The Committee shall be responsible for the administration of the Plan.

9.2 The members of the Committee may, from time to time, allocate responsibilities among themselves, and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including, without limitation, those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

9.3 The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all Participants, Former Participants, Vested Former Participants, Surviving Spouses and any other interested parties. All deference permitted by law shall be given to such interpretations, determinations and actions.

9.4 The procedure for presenting claims under the Plan and appealing denials thereof is set forth in Appendix A.

9.5 Any person, corporation or other entity may serve in more than one (1) fiduciary capacity under the Plan.

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Section 10.

Miscellaneous

10.1 The Committee may, in its sole discretion, terminate, suspend or amend this Plan at any time or from time to time, in whole or in part, to the fullest extent permitted under Code Section 409A. The Committee may delegate its authority to amend the Plan at any time, in its sole discretion. The Chief Executive Officer of the Corporation shall have the authority to amend Section 2.1 of the Plan to add restrictions on eligibility for participation in the Plan and to remove restrictions previously added to Section 2.1 pursuant to the authority granted in this sentence. Notwithstanding the foregoing, no termination, suspension or amendment of the Plan may adversely affect a Participant’s or Vested Former Participant’s vested benefit under the Plan, or a retired Participant’s or Vested Former Participant’s right or the right of a Surviving Spouse to receive or to continue to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, suspension or amendment. The preceding sentence shall not restrict in any way the Committee’s discretion to amend or delete Section 7 or 8 of the Plan at any time prior to a Change in Control to the fullest extent permitted under Code Section 409A.

10.2 Nothing contained herein will confer upon any Participant, Former Participant or Vested Former Participant the right to be retained in the service of the Corporation or any Affiliate, nor will it interfere with the right of the Corporation or any Affiliate to discharge or otherwise deal with Participants, Former Participants or Vested Former Participants with respect to matters of employment without regard to the existence of the Plan.

10.3 To the maximum extent permitted by law, no benefit under the Plan shall be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.

10.4 The Corporation may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations under any applicable federal, state, local or foreign law or regulation. In addition, the Corporation may withhold from any wages or other compensation payable to a Participant or Vested Former Participant an amount sufficient to satisfy its tax withholding obligations, including but not limited to its obligations under the Federal Insurance Contributions Act, with respect to benefits accrued under the Plan prior to the date such benefits are paid.

10.5 The Plan is established under and will be construed according to the laws of the State of New Jersey, without regard to principles of conflicts of law, to the extent such laws are not preempted by ERISA. By claiming a right to benefits under the Plan, any Participant, Vested Former Participant, Surviving Spouse or beneficiary of such person agrees to submit to the exclusive jurisdiction and venue of any state or federal court in New Jersey to resolve disputes arising hereunder.

10.6 For tax purposes and for purposes of Title I of ERISA, the Plan is intended to qualify as an unfunded “top-hat” plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly-compensated employees and shall be interpreted accordingly.

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10.7 The Plan is intended to comply with Code Section 409A and the interpretative guidance thereunder and shall at all times be interpreted and administered in accordance with such intent. To the extent that any provision of the Plan violates Code Section 409A, such provision shall be automatically reformed, if possible, to comply with Code Section 409A or stricken from the Plan. If an operational failure occurs with respect to Code Section 409A requirements, any affected Participant, Vested Former Participant or Surviving Spouse shall fully cooperate with the Corporation to correct the failure, to the extent possible, in accordance with any correction procedure established by the IRS.

10.8 Notwithstanding any other provision in the Plan, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any benefit granted under the Plan so that the benefit qualifies for exemption from or complies with Code Section 409A; provided, however, that the Committee makes no representations that benefits granted under the Plan shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to benefits granted under the Plan.

10.9 Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, accelerate the payment of a Participant’s or Vested Former Participant’s Retirement Benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Participant or Vested Former Participant shall have an election, direct or indirect, with respect to any such acceleration.

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Appendix A. Claims Procedures

The procedure for presenting claims under the Plan and appealing denials thereof shall be as follows:

(a) Filing of Claims. Any Participant, Former Participant, Vested Participant or Surviving Spouse, or his authorized representative, (the “claimant”) may file a written claim for a Plan benefit with the Committee or its delegated and authorized representative which is responsible for the administration of the Plan (the “Plan Administrator”) Claims shall be determined in accordance with the terms of the Plan, which will be applied consistently with respect to similarly situated claimants. Claimants must use and exhaust the Plan’s administrative claims and review procedure before bringing suit in either state or federal court.

(b) Claims for Benefits Not Based on Disability. The Plan Administrator will give each claimant’s request for benefits a full and fair review. If the Plan Administrator denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within ninety (90) days after receipt of the claim by the Plan Administrator unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original ninety (90) day period, and such notice shall indicate the special circumstances which make the postponement appropriate and the date by which the Plan Administrator expects to render a decision. In no event may the extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period.

If a claim is denied, the written notice will contain the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary; and

(iv) a description of the Plan’s review procedures and applicable time limits and a statement that the claimant has the right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review.

If a claim is denied, the claimant may file for a review as described in the following subsection (c).

(c) Right of Review of Claim for Benefits Not Based on Disability. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Plan Administrator issues and comments in writing. In addition, the

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claimant may make a written request for a full and fair review of his claim and its denial by the Committee. Such written request must be received by the Committee within sixty (60) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The claim for review will be given a full and fair review and will take into account all comments, documents, records and other information submitted by the claimant regarding the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

A decision shall be rendered by the Committee no later than the date of the meeting of the Committee that immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within thirty (30) days preceding the date of such meeting, in which case the decision shall be rendered not later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances require a further extension of time for processing, a benefit determination shall be rendered not later than the third meeting of the Committee following the Plan’s receipt of the request for review. If such an extension is required, the Plan Administrator shall provide the claimant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to commencement of the extension. The Plan Administrator will notify the claimant of the benefit determination as soon as possible, but not later than five (5) days after the determination is made.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for benefits is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

(d) Claim for Benefits Based on Disability. Any claim for benefits based on Disability will be reviewed under an expedited process similar to the one described above for

21

regular claims. A claim is considered to be “based on Disability” if a Participant must be Disabled within the meaning of the Plan in order to receive the benefit.

A claimant must make a written claim for benefits based on Disability to the Plan Administrator. The Plan Administrator will give each claimant’s request for benefits a full and fair review. If the Plan Administrator denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within a reasonable period of time, but not later than forty-five (45) days after receipt of the claim by the Plan Administrator unless the Plan Administrator determines that an extension is necessary due to matters beyond its control, in which case written notice of an extension for up to thirty (30) days will be furnished to the claimant prior to the end of the initial forty-five (45) day period. If, prior to the end of the first thirty (30) day extension period, the Plan Administrator determines that, due to matters beyond its control, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Plan Administrator notifies the claimant, prior to the expiration of the first thirty (30) day extension period. Any notice of extension shall indicate the special circumstances which make the postponement appropriate and the date by which the Plan Administrator expects to render a decision. Any notice of extension will explain the standards on which entitlement to a benefit are based, the unresolved issues that prevent the Plan Administrator from making a decision, and the additional information needed by the Plan Administrator to resolve those issues. The claimant will have at least forty-five (45) days to furnish that information after receipt of the notice. In no event may an extension exceed a total of one hundred and five (105) days from the date of the original receipt of the claim.

If a claim is denied, the written notice will contain the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary;

(iv) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review and that the claimant has the right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review;

(v) a statement describing any internal rule, guideline, protocol, or other similar criterion that was applied upon in making the adverse determination, or that a copy of it will be provided free of charge to the claimant upon request;

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(vi) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

If a claim is denied, the claimant may file for a review as described in the following subsection (e).

(e) Right of Review of Claim for Benefits Based on Disability. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Plan Administrator issues and comments in writing. In addition, the claimant may make a written request for a full and fair review of his claim and its denial by the Plan Administrator. Such written request must be received by the Committee within one hundred and eighty (180) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant to the claim for benefits. The claim for review will be given a full and fair review and will take into account all comments, documents, records and other information submitted by the claimant regarding the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The review will not afford deference to the initial adverse benefit determination and that will be conducted by the Committee. In deciding an appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination will be identified to the claimant, without regard to whether the advice was relied upon in making the benefit determination. Any health care professional engaged for purposes of a consultation shall be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the review, nor the subordinate of any such individual.

A decision shall be rendered by the Committee within forty-five (45) days after the receipt of the request for review. However, where special circumstances outside of the Committee’s control make a longer period for decision necessary or appropriate, the Committee’s decision may be postponed on written notice to the claimant (prior to the expiration of the initial forty-five (45) day period) for an additional forty-five (45) days. Such notice shall describe the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. In no event shall the Committee’s decision be rendered more than ninety (90) days after the receipt of the request for review.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for

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benefits based on Disability is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which denial is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

(iv) a statement of any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about the procedures and to bring a civil action under ERISA Section 502(a);

(v) a statement describing any internal rule, guideline, protocol, or other similar criterion that was applied upon in making the adverse determination, or that a copy of it will be provided free of charge to the claimant upon request;

(vi) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

(vii) the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

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EX-10.5

Exhibit 10.5

PENSION BENEFIT EQUALIZATION PLAN

OF

THE DUN & BRADSTREET CORPORATION

Amended and Restated Effective January 1, 2009

1. Purpose of the Plan

(a) The purpose of the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation (the “Plan”) is to provide a means of equalizing the benefits of those employees of The Dun & Bradstreet Corporation (the “Corporation”) and certain related entities participating in the Retirement Account of The Dun & Bradstreet Corporation (the “Retirement Account”) whose funded benefits under the Retirement Account are or will be limited by the application of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Internal Revenue Code of 1986, as amended (the “Code”) or any applicable law or regulation. The Plan is intended to be an “excess benefit plan,” as that term is defined in Section 3(36) of ERISA, with respect to those Participants, as defined in Section 3 of the Plan, whose benefits under the Retirement Account have been limited by Code Section 415, and is otherwise intended to be a “top hat” plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. All capitalized terms not defined herein will have the meaning set forth in the Retirement Account.

(b) The Plan has been amended and restated effective January 1, 2009 to comply with Code Section 409A, but only with respect to Participants who are not Grandfathered Participants, as defined in Section 15 of the Plan. Amounts deferred under the Plan with respect to Grandfathered Participants remain subject to the terms of the Plan as amended and restated effective September 30, 2000.

2. Administration of the Plan

(a) The Compensation & Benefits Committee (the “Committee”) appointed by the Board of Directors of the Corporation (the “Board”) shall be responsible for the administration of the Plan.

(b) The members of the Committee may from time to time allocate responsibilities among themselves and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

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(c) The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all interested parties. All deference permitted by law shall be given to such interpretations, determinations and actions.

(d) Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.

(e) The procedure for presenting claims under the Plan and appealing denials thereof is set forth in Appendix A.

3. Eligibility and Participation

Participation in the Plan is limited to certain employees of the Corporation and related entities that would be considered a single employer under Code Section 414(b) or (c) (each, including the Corporation, an “Employer”). An eighty percent (80%) ownership threshold shall be applied for identifying related entities that are Employers for all purposes under this Plan. Participation is limited to those individuals who were participants in this Plan (“Participants”) as of June 30, 2007, whether or not employed by an Employer as of that date. Notwithstanding the foregoing, individuals who were Participants prior to June 30, 2007, but terminated employment with an Employer before completing the required Vesting Service, as defined below, will become Participants upon rehire by an Employer.

Each Participant generally must complete three (3) or more years of “Vesting Service,” as that term is defined in the Retirement Account, to be eligible for a Supplemental Pension Benefit (as defined in Section 5). Participants who do not complete three (3) or more years of Vesting Service are, however, eligible for a Supplemental Pension Benefit after a Change in Control (as defined in Section 9) if they are employed by an Employer immediately prior to the Change in Control. A Participant must have completed three (3) or more years of Vesting Service for his or her Beneficiary to be eligible for the Supplemental Death Benefit (as defined in Section 7). Vesting Service shall be computed in one-twelfths (1/12ths) of a year, with a full month being granted for each completed and partial calendar month. A Participant who terminates employment before completing three (3) or more years of Vesting Service will retain credit for each full month of Vesting Service completed prior to the termination in case of rehire by any Employer, but only if he or she is rehired within five (5) years after the date of his or her termination of employment.

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4. Code Section 409A Compliance

(a) Benefits under this Plan are deferred compensation and, except with respect to the Grandfathered Participants, are subject to Code Section 409A. This Plan is intended to comply with that provision of the Code and all guidance issued thereunder by the U.S. Internal Revenue Service (the “Service”) in all respects and shall be administered in a manner consistent with such intent; provided, however, that the Employer and the Committee make no representations that the Plan, administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an unintentional operational failure occurs with respect to Code Section 409A requirements, any affected Participant or Beneficiary (as defined in Section 7 of the Plan) shall fully cooperate with the Employer to correct the failure, to the extent possible, in accordance with any correction procedure established by the Service.

(b) For purposes of this Plan, a “Separation from Service” with an Employer means a “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. A Separation from Service will occur on the date as of which the Employer reasonably anticipates that no further services will be performed by the Participant for any Employer or that the level of bona fide services the Participant will perform (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer, if less than thirty-six (36) months). The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(c) Notwithstanding any provision to the contrary, to the extent a Participant is a Specified Key Employee for purposes of Code Section 409A, no Supplemental Pension Benefit (as defined in Section 5 of the Plan) shall become payable to him or her before the date immediately after the expiration of the six-month period following his or her Separation from Service. Annuity payments, if applicable, otherwise due to the Participant during such six-month period will be accumulated with interest and paid to him or her in the seventh month following Separation from Service. For purposes of this Plan, a “Specified Key Employee” means a Participant who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Employer according to procedures adopted by the Board or the Committee applicable to all plans and agreements sponsored by the Employer that are subject to Code Section 409A.

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5. Supplemental Pension Benefit

(a) A Participant’s “Supplemental Pension Benefit” under this Plan is equal to the Participant’s Gross Benefit minus the Participant’s Offset Amount.

(b) A Participant’s “Gross Benefit” is equal to the amount that would be payable, in the same form and commencing at the same time as payment of the benefit hereunder (as determined under Section 6) (the “Applicable Time and Form”), on account of the Participant under the Retirement Account if the calculation of such amount were made without regard to the limitations on benefits and contributions imposed by Sections 401, 415 or any other applicable section of the Code.

(c) A Participant’s “Offset Amount” is equal to the amount that would actually be payable in the Applicable Time and Form on account of the Participant under the Retirement Account (had the Participant elected such time and form).

6. Payment of Supplemental Pension Benefit

(a) In General. A Participant’s Supplemental Pension Benefit shall be paid in accordance with his or her Election (as defined below).

(b) Election.

(i) Each Participant under this Plan elected (or will be deemed to have elected), prior to the effective date of this amendment and restatement of the Plan and consistent with this Section 6, the time and, if applicable, form of payment of his or her Supplemental Pension Benefit under this Plan (an “Election”). Except as otherwise provided in this Section 6, the Participant’s Election becomes irrevocable when it is submitted to the Corporation.

(ii) Each Participant must specify in his or her Election the time at which the Participant’s benefit will commence or be paid. Such benefit commencement date shall be the later of the Participant’s Separation from Service or the Scheduled Payment Date, as defined below. The portion of benefits payable in an annuity, if any, will become payable upon the benefit commencement date described in the previous sentence; the portion of benefits payable in a lump sum, if any, will become payable sixty (60) days following such benefit commencement date.

(iii) For purposes hereof, with respect to each Participant who terminated employment on or before November 3, 2008 (“Inactive Participant”), the “Scheduled Payment Date” means (A) the later of the Inactive Participant’s 55th birthday or April 1, 2009, or (B) such later date (which shall not be later than the Inactive

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Participant’s 65th birthday) as he or she may specify in his or her Election, subject to any delay imposed under Section 6(d).

(iv) For purposes hereof, with respect to each Participant who had not terminated employment as of November 3, 2008 (“Active Participant”), the “Scheduled Payment Date” means the Active Participant’s 55th birthday or such later date (which shall not be later than the Active Participant’s 65th birthday) as he or she may specify in his or her Election, subject to any delay imposed under Section 6(d).

(v) Each Active Participant’s Election must also specify whether the Active Participant’s benefit will be paid in a lump sum, an annuity, or a combination of both. The portion of the benefit payable in a lump sum may be zero percent (0%), twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%).

(c) Default. If no valid Election was timely filed by a Participant, he or she shall be deemed to have elected payment in an annuity commencing upon the later of the Participant’s Separation from Service or the Participant’s 55th birthday. Notwithstanding the foregoing, with respect to Inactive Participants, payment shall not commence prior to April 1, 2009.

(d) Revised and Late Elections. A Participant may revise his or her Election or file a late Election, which shall become irrevocable when it is submitted to the Corporation, subject to all of the following restrictions:

(i) A revised or late Election shall be effective only if it is made not less than twelve (12) months before the Scheduled Payment Date.

(ii) A revised or late Election shall not take effect until twelve (12) months after the date on which it is made.

(iii) With respect to a revised or late Election by any Participant changing the Scheduled Payment Date, the Scheduled Payment Date must be delayed by at least five (5) years. No revised or late Election will be effective if the Scheduled Payment Date would be later than the Participant’s 65th birthday.

(iv) With respect to a revised or late Election by an Active Participant changing the form (lump sum, annuity or a combination of both) in which his or her benefit will be paid: (A) the Active Participant must remain actively employed by an Employer for a period of twelve (12) months after the date such Election is filed, (B) the Scheduled Payment Date must be delayed by at least five (5) years, and (C) payment of the Active Participant’s Supplemental Pension Benefit upon the Active Participant’s Separation from Service will

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be deferred for a period of five (5) years from the date such payment would otherwise have been paid (or in the case of an annuity, five (5) years from the date the first amount would otherwise have been paid).

Elections remain effective for purposes of this Plan until a Participant has made a new Election that satisfies the restrictions above.

(e) Annuities. An Election that specifies that some or all of an Active Participant’s benefit is to be paid as an annuity need not specify the particular type of annuity; a Participant may select a type of annuity from the options available to the Participant under the Retirement Account (other than the Social Security Level Income Options), within 60 days before the commencement of payment of his or her Supplemental Pension Benefit, on a form supplied by the Committee. If the Participant does not specify the type of annuity in a timely manner, the Supplemental Pension Benefit will be paid in a single life annuity if the Participant is unmarried at the time of payment and in a joint and 50% survivor annuity if he or she is married at that time.

(f) Small Benefits. Notwithstanding any Election, if the lump sum value of the Supplemental Pension Benefit payable under this Plan, together with all Aggregated Amounts, as defined below, does not exceed the applicable dollar amount designated by the Service under Code Section 402(g)(1)(B) ($16,500 for 2009) in effect at the time such benefit is payable under this Plan, then such benefit and all Aggregated Amounts shall be paid in a lump sum. For purposes of the Plan, the term “Aggregated Amounts” includes the entirety of the Participant’s interest under any plan, agreement, method, program or other arrangement with respect to which deferrals of compensation, together with the benefit under this Plan, are treated as having been deferred under a single nonqualified deferred compensation plan under Section 1.409A-1(c)(2) of the Treasury Regulations.

(g) Permissible Accelerations. Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, accelerate the payment of a Participant’s Supplemental Pension Benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Participant shall have any election, direct or indirect, with respect to any such acceleration.

7. Supplemental Death Benefit.

(a) In the event of a Participant’s death prior to the commencement of benefits hereunder, a Supplemental Death Benefit shall be payable to the Participant’s Beneficiary in accordance with this Section 7 in lieu of any other benefits under the Plan. For purposes of this Plan, a Participant’s

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“Beneficiary” shall be the beneficiary entitled to receive any death benefit with respect to that Participant under the Retirement Account.

(b) The “Supplemental Death Benefit” shall be equal to (i) the death benefit with respect to the Participant that would be payable, in the same form as payment of the benefit hereunder (as determined under Section 8) (the “Death Benefit Form”), under the Retirement Account, if such benefit were calculated without regard to the limitations on benefits and contributions imposed by Sections 401, 415 or any other applicable section of the Code, less (ii) the amount that would actually be payable in the Death Benefit Form, on account of the Participant’s death, under the Retirement Account.

8. Payment of Supplemental Death Benefit.

(a) Payment Election. The Supplemental Death Benefit shall be payable at the time and in the form that the Participant’s Supplemental Pension Benefit would have been payable to the Participant pursuant to Section 6. For this purpose, if the Participant did not have a Separation from Service prior to death, the Separation from Service will be deemed to occur on the date of death. Any lump sum distribution of a Beneficiary’s benefit under this Plan shall fully satisfy all present and future Plan liability with respect to such Beneficiary for such portion or all of such benefit so distributed.

(b) Permissible Accelerations. Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, accelerate the payment of a Beneficiary’s Supplemental Death Benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Beneficiary shall have any election, direct or indirect, with respect to any such acceleration.

9. Change in Control

(a) Upon the occurrence of a Change in Control, as such term is defined below:

(i) each Participant and Beneficiary already receiving a Supplemental Pension Benefit or a Supplemental Death Benefit under the Plan shall receive a lump sum distribution of his or her unpaid Supplemental Pension Benefit and/or Supplemental Death Benefit under the Plan in full satisfaction of all present and future Plan liability with respect to such Participant or Beneficiary, and

(ii) each Participant who is not already receiving a benefit under the Plan shall receive (1) a lump sum distribution of his or her Supplemental Pension Benefit under the Plan as of the date of such Change in Control, within thirty (30) days of the date of such Change in Control and (2) a lump sum distribution of his or her

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additional Supplemental Pension Benefit, if any, accrued under the Plan from the date of the Change in Control until the date of his or her Separation from Service, within thirty (30) days from the date of the Participant’s Separation from Service.

For purposes of this Section 9(a), the lump sum values shall be determined using the actuarial assumptions specified in Section 11(b).

(b) For purposes of this Plan, a “Change in Control” means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(i) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Corporation, but not including persons solely because they purchase or own stock of the Corporation at the same time or as a result of the same public offering), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing thirty percent (30%) or more of the total voting power of the Corporation’s stock, but only if such person or group is not considered to effectively control the Corporation (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(ii) a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(iii) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Corporation, but not including persons solely because they purchase or own stock of the Corporation at the same time or as a result of the same public offering), acquires ownership of stock of the Corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Corporation, but only if such person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Corporation prior to such acquisition; or

(iv) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business

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transaction with the Corporation, but not including persons solely because they purchase assets of the Corporation at the same time), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Corporation that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Corporation (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Corporation (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation immediately after the asset transfer, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Corporation immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii), above, immediately after the asset transfer.

10. Rabbi Trust

(a) Benefits payable under this Plan shall not be funded and shall be made out of the general funds of the Employer; provided, however, that the Corporation reserves the right to establish (and shall establish or have established in the event of a Potential Change in Control as defined below) one or more trusts to provide alternate sources of benefit payments under this Plan so long as the funding of any such trust is permissible under Code Section 409A, provided further, however, that as soon as practicable following the occurrence of a Potential Change in Control the appropriate officers of the Corporation shall contribute to such a trust fund, established as an alternate source of benefits payable under the Plan, such amounts as are necessary to fund the lump sum payments to Participants that would be required pursuant to Section 9 of this Plan in the event of a Change in Control of the Corporation; provided further, however, that if payments are made from such trust fund, such payments shall satisfy the Employer’s obligations under this Plan to the extent made from such trust fund.

(b) In determining the amount of the necessary contribution to the trust fund in the event of a Potential Change in Control:

(i) lump sum values shall be determined using the actuarial assumptions specified in Section 11(b) as in effect as of January 1st of the year of the occurrence of the Potential Change in Control; and

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(ii) it shall be assumed that all Participants Separate from Service with the Corporation upon the occurrence of the Potential Change in Control.

(c) For the purposes of this Plan, a “Potential Change in Control” means the occurrence of any of the following events:

(i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Corporation;

(ii) any person (including the Corporation) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Corporation;

(iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation (or a Corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation), who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing nine and one-half percent (9.5%) or more of the combined voting power of the Corporation’s then outstanding securities, increases his or her beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or

(iv) the Board of Directors of the Corporation adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Corporation has occurred.

11. Actuarial Assumptions.

(a) For all purposes under this Plan, lump sum values shall be determined based on the following:

(i) a discount rate equal to the average of eighty-five percent (85%) of the fifteen (15) year non-callable U.S. Treasury bond yields as of the close of business on the last business day of each of the three (3) months immediately preceding the date the annuity value is determined; and

(ii) the 1983 Group Annuity Mortality Table, with all participants assumed to be male.

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(b) The amount of any payment upon a Change in Control, as described in Section 9, or any contribution to a trust fund upon a Potential Change in Control, as described in Section 10, shall be determined based on the following:

(i) the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1st of the year of either the occurrence of the Change in Control or the Participant’s Separation from Service, whichever is applicable;

(ii) the 1983 Group Annuity Mortality Table, with all participants assumed to be male;

(iii) for participants that have not yet commenced benefits and are younger than age 55 at the date of the Change in Control or Potential Change in Control, annuities used to derive the lump sum present value will assume that participants begin annuity distributions at age 55, as applicable; and

(iv) for participants that have not yet commenced benefits and are age 55 or older at the date of the Change in Control or Potential Change in Control, annuities used to derive the lump sum present value will assume that participants begin annuity distributions immediately upon the Change in Control or Potential Change in Control, as applicable.

12. Indemnification

(a) Subject to certain conditions as provided below, the Corporation shall indemnify each Participant or Beneficiary who receives any benefit under this Plan in the form of an annuity for any interest and penalties that may be assessed by the Service with respect to U.S. federal income tax on such benefit (payable under the Plan in the form of an annuity) upon final settlement or judgment with respect to any such assessment in favor of the Service, provided the basis for the assessment is that the amendment of this Plan to provide for an “Election” or “Special Election,” as those terms were used for purposes of the Plan before the amendment and restatement effective January 1, 2009, caused the Participant or the Beneficiary, as the case may be, to be treated as being in constructive receipt of such benefit prior to the time when such benefit is actually payable under the Plan.

(b) In case any such assessment shall be made against a Participant or Beneficiary, such Participant or Beneficiary, as the case may be (the “indemnified party”), shall promptly notify the Corporation’s Treasurer in writing, and the Corporation, upon request of such indemnified party, shall select and retain an accountant or legal counsel reasonably satisfactory to the indemnified party to represent the indemnified party in connection with such assessment and shall pay the fees and expenses of such accountant or legal counsel related to such representation, and the Corporation shall have the right to determine how and when such

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assessment by the Service should be settled, litigated or appealed. In connection with any such assessment, any indemnified party shall have the right to retain his or her own accountant or legal counsel, but the fees and expenses of such accountant or legal counsel shall be at the expense of such indemnified party unless the Corporation and the indemnified party shall have mutually agreed to the retention of such accountant or legal counsel.

(c) The Corporation shall not be liable to a Participant or Beneficiary for any payments under this Section 12 with respect to any assessment described in the second preceding paragraph if such Participant or Beneficiary against whom such assessment is made has not notified or allowed the Corporation to participate with respect to such assessment in the manner described above or, following demand by the Corporation, has not made the deposit to avoid additional interest or penalties as described below, or has agreed to, or otherwise settled with the Service with respect to, such assessment without the Corporation’s written consent, provided, however, (i) if such assessment is settled with such consent or if there is a final judgment for the Service, (ii) the Corporation has been notified and allowed to participate in the manner as provided above, and (iii) such Participant or Beneficiary has made any required deposit to avoid additional interest or penalties as described below, the Corporation agrees to indemnify the indemnified party to the extent set forth in this Section 12. All amounts payable by the Corporation to or on behalf of the indemnified party with respect to U.S. federal income taxes remitted to the Service will be paid by the end of the year next following the year in which the related taxes are remitted to the Service. All amounts payable by the Corporation with respect to or on behalf of the indemnified party with respect to expenses incurred by the indemnified party due to a tax audit or litigation will be paid by the later of the end of the year next following the year in which the taxes that are the subject of the audit or litigation are remitted to the Service or, if no taxes are to be remitted, the end of the year next following the year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the litigation.

(d) At the time such assessment is made against such Participant or Beneficiary (the “assessed party”) and prior to any final settlement or judgment with respect to such assessment, if so directed by the Corporation, such assessed party shall, as a condition to receiving an indemnity under this Section 12, as soon as practicable after notification of such assessment make a deposit with the Service to avoid any additional interest or penalties with respect to such assessment and, upon the request of such assessed party, the Corporation shall lend, or arrange for the lending to, such assessed party a portion of his or her remaining benefit under the Plan, not to exceed the lump sum value of such benefit under the Plan, determined using the actuarial assumptions set forth in Section 11(a),

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solely for purposes of providing the assessed party with funds to make a deposit with the Service to avoid any additional interest or penalties with respect to such assessment.

13. Limitations on Payment of Benefits

(a) Notwithstanding any other provision of this Plan to the contrary, no benefit or further benefit, as the case may be, shall be paid to a Participant who is subject to this Section 13 if the Committee reasonably determines that such Participant has:

(i) To the detriment of the Employer or any Affiliate, directly or indirectly acquired, without the prior written consent of the Committee, an interest in any other company, firm, association, or organization (other than an investment interest of less than one percent (1%) in a publicly-owned company or organization), the business of which is in direct competition with the business (present or future) of the Employer or any of its Affiliates;

(ii) To the detriment of the Employer or any Affiliate, directly or indirectly competed with the Employer or any Affiliate as an owner, employee, partner, director or contractor of a business, in a field of business activity in which the Participant has been primarily engaged on behalf of the Employer or any Affiliate or in which he or she has considerable knowledge as a result of his or her employment by the Employer or any Affiliate, either for his or her own benefit or with any person other than the Employer or any Affiliate, without the prior written consent of the Committee; or

(iii) Been discharged from employment with the Employer or any Affiliate for Cause.

(b) An “Affiliate” for purposes of this Plan means any corporation, partnership, division or other organization controlling, controlled by or under common control with the Employer or any joint venture entered into by the Employer.

(c) “Cause” for purposes of this Section 13 shall mean the occurrence of any of the following events or such other dishonest or disloyal act or omission as the Committee determines to be “cause”:

(i) The Participant has misappropriated any funds or property of the Employer or any Affiliate;

(ii) The Participant has, without the prior knowledge or written consent of the Committee, obtained personal profit as a result of any transaction by a third party with the Employer or any Affiliate; or

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(iii) The Participant has sold or otherwise imparted to any person, firm, or corporation the names of the customers of the Employer or any Affiliate or any confidential records, data, formulae, specifications and other trade secrets or other information of value to the Employer or any Affiliate derived by his or her association with the Employer or any Affiliate.

(d) In any case described in this Section 13, the Participant shall be given prior written notice that no benefit or no further benefit, as the case may be, will be paid to such Participant. Such written notice shall specify the particular act(s), or failures to act, on the basis of which the decision to terminate his or her benefit has been made.

(e) Notwithstanding any other provision of this Plan to the contrary, a Participant who receives in a lump sum any portion of his or her benefit under this Plan shall receive such lump sum portion of his or her benefit subject to the condition that if such Participant engages in any of the acts described in clause (i) or (ii) of this Section 13, then except to the extent any provision of law prohibits the application of this section such Participant shall, within sixty (60) days after written notice by the Employer, repay to the Employer the amount described in the immediately following sentence. The amount to be repaid shall equal the amount, as determined by the Committee, of the Participant’s lump sum benefit paid under this Plan to which such Participant would not have been entitled, if such lump sum benefit had instead been payable in the form of an annuity under this Plan and such annuity payments were subject to the provisions of this Section 13.

14. Miscellaneous

(a) This Plan may be terminated at any time by the Board. The Corporation or its successor may elect to liquidate the Plan to the extent permitted under Code Section 409A, in compliance with the restrictions set forth in Section 1.409A-3(j)(4) of the Treasury Regulations, or other applicable guidance issued by the Service.

(b) This Plan may be amended at any time by the Board or the Committee, except that no such amendment shall deprive any Participant of his or her benefit accrued at the time of such amendment. Any amendment shall be effective only to the extent such amendment does not cause the terms of the Plan or any benefit hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

(c) The Employer may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations.

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(d) No right to payment or any other interest under this Plan may be alienated, sold, transferred, pledged, assigned, or made subject to attachment, execution, or levy of any kind.

(e) Nothing in this Plan shall be construed as giving any employee the right to be retained in the employ of the Employer. The Employer expressly reserves the right to dismiss any employee at any time without regard to the effect which such dismissal might have upon him or her under the Plan.

(f) This Plan shall be construed, administered and enforced according to the laws of the State of New Jersey.

15. Grandfathered Participants

The accrued and vested benefits as of December 31, 2004 of the following Participants (the “Grandfathered Participants”) shall continue to be covered by the terms of the Plan as amended and restated effective September 30, 2000, and their benefits under the Plan shall be treated as grandfathered for purposes of Code Section 409A:

(a) Participants who have not accrued any Supplemental Pension Benefit or any other benefit under this Plan after December 31, 2004;

(b) ACNielsen Employees and Cognizant Employees (as such terms are is defined in the Employee Benefits Agreement dated as of October 28, 1996, among the Corporation, Cognizant Corporation (“Cognizant”) and ACNielsen Corporation (“ACNielsen”));

(c) those persons who, immediately after the Effective Time (as such term is defined in the Employee Benefits Agreement dated as of June 30, 1998, between the Corporation and The New Dun & Bradstreet Corporation (the “RHD EBA”)) were employed by R.H. Donnelly Inc. (“RHD”) or any member of the RHD Group (as such term is defined in the RHD EBA) who were Participants in this Plan immediately prior to the Effective Time;

(d) those persons who, immediately after the Effective Time (as such term is defined in the Employee Benefits Agreement dated as of September 30, 2000, among the Corporation and The New D&B Corporation (“Moody’s EBA”)) are employed by Moody’s Corporation or any member of the Moody’s Group (as such term is defined in the Moody’s EBA) who were Participants in this Plan immediately prior to the Effective Time.

16. Effective Date

This Plan was initially effective as of October 17, 1990 (the “Effective Date”). It was amended and restated effective as of September 30, 2000, and again effective as of January 1, 2009.

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Appendix A. Claims Procedures

The procedure for presenting claims under the Plan and appealing denials thereof shall be as follows:

(a) Filing of Claims. Any Participant or Beneficiary, or his authorized representative, (the “claimant”) may file a written claim for a Plan benefit with the Committee or its delegated and authorized representative which is responsible for the administration of the Plan (the “Plan Administrator”). Claims shall be determined in accordance with the terms of the Plan, which will be applied consistently with respect to similarly situated claimants. Claimants must use and exhaust the Plan’s administrative claims and review procedure before bringing suit in either state or federal court.

(b) Claims for Benefits. The Plan Administrator will give each claimant’s request for benefits a full and fair review. If the Plan Administrator denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within ninety (90) days after receipt of the claim by the Plan Administrator unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original ninety (90) day period, and such notice shall indicate the special circumstances which make the postponement appropriate and the date by which the Plan Administrator expects to render a decision. In no event may the extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period.

If a claim is denied, the written notice will contain the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary; and

(iv) a description of the Plan’s review procedures and applicable time limits and a statement that the claimant has the right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review.

If a claim is denied, the claimant may file for a review as described in the following subsection (c).

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(c) Right of Review of Claim for Benefits. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Plan Administrator issues and comments in writing. In addition, the claimant may make a written request for a full and fair review of his claim and its denial by the Committee. Such written request must be received by the Committee within sixty (60) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The claim for review will be given a full and fair review and will take into account all comments, documents, records and other information submitted by the claimant regarding the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

A decision shall be rendered by the Committee no later than the date of the meeting of the Committee that immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within thirty (30) days preceding the date of such meeting, in which case the decision shall be rendered not later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances require a further extension of time for processing, a benefit determination shall be rendered not later than the third meeting of the Committee following the Plan’s receipt of the request for review. If such an extension is required, the Plan Administrator shall provide the claimant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to commencement of the extension. The Plan Administrator will notify the claimant of the benefit determination as soon as possible, but not later than five (5) days after the determination is made.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for benefits is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

(d) Deemed Denial. If a decision on a claim is not rendered within the time period prescribed above, the claim shall be deemed denied.

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EX-10.6

Exhibit 10.6

THE DUN & BRADSTREET CORPORATION

KEY EMPLOYEES’ NONQUALIFIED

DEFERRED COMPENSATION PLAN

Amended and Restated effective January 1, 2009

THE DUN & BRADSTREET CORPORATION

KEY EMPLOYEES’ NONQUALIFIED DEFERRED COMPENSATION PLAN

WHEREAS, The Dun & Bradstreet Corporation (“Company”) desires to continue its plan whereby a select group of management or highly compensated employees of the Company and certain related entities may elect to defer all or a portion of their salary and any incentive payments as deferred compensation; and

WHEREAS, the Company intends the plan to be considered an unfunded arrangement, maintained primarily to provide retirement income for members of a select group of management or highly compensated employees of the Company and certain related entities for income tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended;

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which became effective on January 1, 2005, applies to certain deferred compensation;

WHEREAS, The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan (the “Plan”) was initially approved and adopted effective as of May 1, 2002 and has been administered in accordance with Code Section 409A since January 1, 2005;

WHEREAS, the Company intends to treat all amounts deferred under the Plan as subject to, and not grandfathered for purposes of, Code Section 409A;

NOW, THEREFORE, the Plan is hereby amended and restated, effective January 1, 2009, to comply with Code Section 409A.

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ARTICLE I

Definitions

Whenever the following terms are used in this Plan, except where the context clearly indicates otherwise, such terms shall have the meaning as hereinafter set forth in the Sections of this Article I:

Section 1.1. “Beneficiary” or “Beneficiaries” means the person or persons to whom the share of a deceased Participant’s Deferred Compensation Account is payable, as provided under the Plan. In the absence of a designation of a Beneficiary, the estate of the deceased Participant shall be the Beneficiary. A Beneficiary shall have no rights hereunder during the Participant’s lifetime.

Section 1.2. “Board” means the Board of Directors of The Dun & Bradstreet Corporation.

Section 1.3. “Change in Control” of the Company means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition;

(b) a majority of members of the Board is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

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(d) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii), above, immediately after the asset transfer.

Section 1.4. “Code” means the Internal Revenue Code of 1986, as amended.

Section 1.5. “Committee” means the Compensation & Benefits Committee of the Board or its delegated and authorized representative which is responsible for the administration of the Plan.

Section 1.6. “Company” means The Dun & Bradstreet Corporation, a Delaware corporation, or any successor corporation thereto.

Section 1.7. “Deferral Election” means the election form, whether by hard copy or electronic medium, as determined by the Committee, whereby a Participant elects to defer a percentage of his Salary, Incentive Payments and/or RSUs.

Section 1.8. “Deferral Period” means the period of time provided in the Participant’s Payment Option Election whereby a Participant elects to defer the receipt of Salary, Incentive Payments and/or RSUs pursuant to the terms of this Plan. The minimum Deferral Period shall commence as of the first day of the calendar year immediately following the calendar year in which such election is executed and shall end on the third (3rd) anniversary of the date the Deferral Period commenced, unless otherwise terminated earlier than such date as a result of the Participant’s Separation from Service for any reason or the Participant’s Disability. Subject to Sections 3.1(g) and 6.1 herein, the maximum Deferral Period shall commence as of the first day of the calendar year immediately following the calendar year in which such election is executed and shall end on the date the Participant terminates employment for any reason. Except as otherwise provided herein, a Deferral Period shall end on the last day of a calendar year.

Section 1.9. “Deferred Compensation Account” or “Account” means with respect to a Participant, the separate bookkeeping account used to record the amount of the Salary, Incentive Payments and/or RSUs deferred by a Participant for a calendar year, plus the deemed earnings or losses, if any, calculated thereon.

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Section 1.10. “Disability” or “Disabled” shall mean the inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. Any Participant who is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits under a disability benefit plan sponsored by the Employer and any Participant who is determined to be totally disabled by the Social Security Administration will be deemed to be Disabled for purposes of this Plan.

Section 1.11. “Effective Date” means May 1, 2002, the date as of which this Plan was initially effective.

Section 1.12. “Employee” means a member of the select group of management or highly compensated employees of the Employer described in Article II.

Section 1.13. “Employer” means one or more of the Company and any related entities that would be considered a single employer under Code Section 414(b) or (c). An eighty percent (80%) ownership threshold shall be applied for identifying related entities that are Employers for all purposes under this Plan.

Section 1.14. “Fund” or “Funds” means one or more investment funds selected by the Committee pursuant to Article IV in which Salary and/or Incentive Payments deferred by the Participant shall be deemed invested.

Section 1.15. “Incentive Payments” means the sum of (i) annual bonus payment, if any, under the Company’s Leadership Compensation Program (or any successor program thereto) and (ii) the cash component, if any, under the Company’s Leadership Compensation Program, in either case earned during a calendar year with respect to services rendered for such year that is payable in a subsequent calendar year.

Section 1.16. “Participant” means an Employee who is eligible to participate in the Plan pursuant to Article II hereof.

Section 1.17. “Payment Option Election” means the election form, whether by hard copy or electronic medium, as determined by the Committee, whereby a Participant elects the times and methods in which the payment of his deferred Salary, Incentive Payments and/or RSUs is to be made.

Section 1.18. “Plan” means The Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan as set forth herein, and as further amended from time to time.

Section 1.19. “Plan Year,” “calendar year,” or “year” means the twelve-month period beginning January 1 and ending on December 31.

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Section 1.20. “RSUs” means restricted stock units awarded to the Employee by the Employer during the Plan Year which may be, pursuant to their terms, deferred under the Plan.

Section 1.21. “Salary” means the base salary and wages of the Employee payable by the Employer during the Plan Year, excluding, Incentive Payments, prizes, special awards or other special compensation, commissions, fringe benefits, or reimbursement of expenses.

Section 1.22. “Scheduled In-Service Distribution” means a distribution pursuant to a Participant’s election to receive a portion of his Account prior to his Separation from Service.

Section 1.23. “Separation from Service” means a “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. A Separation from Service will occur on the date as of which the Employer reasonably anticipates that no further services will be performed or that the level of bona fide services the Participant will perform (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer, if less than thirty-six (36) months). The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

Section 1.24. “Specified Key Employee” means a Participant who, at the time of his Separation from Service, is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Committee according to procedures adopted by the Board or the Compensation & Benefits Committee of the Board applicable to all plans and agreements sponsored by any Employer that are subject to Code Section 409A.

ARTICLE II

Eligibility For Participation

Section 2.1. Selection of Employees. The Chairman and CEO of the Company and members of the Global Leadership Team shall be eligible to participate in the Plan. During any calendar year, the Company may designate certain Employees as Tier 1 under the Company’s Leadership Compensation Program (or any successor program thereto). Any Employee designated as Tier 1 shall be eligible to participate in the Plan by making elections pursuant to Article III, but only during a calendar year in which such Employee is designated as Tier 1.

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Section 2.2. Notification of Eligibility and Revocation.

(a) Upon an Employee’s first becoming a Participant, the Committee shall furnish him with a copy of the Plan summary and a Deferral Election and a Payment Option Election.

(b) Notwithstanding the foregoing provisions of subsection (a) above, there is no guarantee that an eligible Employee will continue to be a Participant and the Company reserves the right, in its sole and absolute discretion, upon written notice to a Participant, to withdraw his eligibility under this Plan. Such a withdrawal will not affect any Deferral Election of the Participant that has become irrevocable pursuant to Section 3.4 herein or affect any outstanding Payment Option Election of the Participant.

ARTICLE III

Election to Defer Salary, Incentive Payments and/or RSUs

Section 3.1. Salary Deferral. Subject to the terms and limitations set forth herein, on or before December 31st of each calendar year, a Participant may elect to defer the receipt of a portion of his Salary earned and payable in the subsequent calendar year. The Participant must specify a portion, in increments of five percent (5%) and not to exceed seventy-five percent (75%), of Salary to be deferred. The elected deferral percentage will be reduced as necessary to satisfy the Employer’s tax withholding obligations and employee contributions for benefits provided under the Employer’s cafeteria plan.

Section 3.2 Incentive Payments Deferral. Subject to the terms and limitations set forth herein, on or before December 31st of each calendar year, a Participant may elect to defer the receipt of all or a portion of his Incentive Payments which are earned in the subsequent calendar year and payable in the second calendar year following the year in which such election is made, excluding any portion of his Incentive Payments necessary to satisfy the Employer’s tax withholding obligations. The amount of any Incentive Payments deferred by a Participant hereunder shall be in increments of five percent (5%).

Section 3.3. RSU Deferral. Subject to the terms and limitations set forth herein, a Participant may elect to defer the receipt of all or a portion of his RSUs on or before the later of (i) December 31 of the year prior to the year in which the performance period begins, (ii) if the RSUs are “performance-based compensation,” as defined in Section 1.409A-1(e) of the Treasury Regulations, the date that is six months before the end of the performance period, but only if the Participant performs services for the Employer continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date the election is made and only if, at the time the election is made, the RSUs have not yet become substantially certain to be paid or the amount of the RSUs is not yet calculable because it will vary based upon future levels of performance, or (iii) within thirty (30) days of the grant of the award if (A) the RSUs are scheduled to be paid in a subsequent year, (B) the RSUs are subject to a condition requiring the Participant to continue to provide services for at least twelve (12) months from the date of grant to avoid forfeiture of the grant, and (C) the deferral election is made at least twelve (12) months before the earliest date the forfeiture condition could lapse (except for death, Disability or Change in Control). The amount of any RSUs deferred by a Participant hereunder shall be in increments of one percent (1%).

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Section 3.4. Deferral Election. In order to defer all or a portion of his Salary, Incentive Payments and/or RSUs, the Participant shall execute a Deferral Election and deliver such election to the Employer no later than the applicable deadline with respect to Salary, Incentive Payments and/or RSUs, as provided in Sections 3.1, 3.2 and 3.3, above, stating that such Participant elects to defer the receipt of a percentage of such Salary, Incentive Payments and/or RSUs, for a Deferral Period as designated by the Participant. Any such Deferral Election will become irrevocable after the applicable deadline, subject to Section 6.3.

Section 3.5. First Plan Year Elections. Notwithstanding the foregoing, in the year in which an Employee first becomes eligible to participate in this Plan, at the time he commences participation he shall be afforded the opportunity to execute and deliver a Deferral Election within thirty (30) days after he becomes a Participant under which he may elect to defer receipt of a portion of his Salary that is earned during, and which is payable with respect to, the remainder of that first calendar year but subsequent to the date his Deferral Election is executed and delivered. No Deferral Election made under this Section 3.5 may defer Incentive Payments or RSUs.

Where an Employee has ceased being eligible to participate in the Plan (other than the accrual of earnings), regardless of whether all amounts deferred under the Plan have been paid, and subsequently becomes eligible to participate in the Plan again, the Employee may be treated for purposes of this Section 3.5 as being initially eligible to participate in the Plan if he has not been eligible to participate in the Plan (other than the accrual of earnings) at any time during the 24-month period ending on the date the Employee again becomes eligible to participate in Plan.

Section 3.6. Failure to Make a Deferral Election. If a Participant fails to execute and deliver a Deferral Election with respect to Salary, Incentive Payments and/or RSUs, on or before the deadline set forth in Section 3.1, 3.2, 3.3, or 3.5 the Participant will be deemed to have elected to defer zero percent (0%) of such Salary, Incentive Payments and/or RSUs.

Section 3.7. Payment Option Election. Concurrently with the execution of a Deferral Election, each Participant shall execute a Payment Option Election and deliver such election to the Employer by the deadline applicable to the Deferral Election. The Payment Option Election shall apply to the compensation deferred pursuant to the Deferral Election it accompanies, and any associated earnings. If a Participant fails to timely file a Payment Option Election Form, he will be deemed to have elected distribution of his Deferred Compensation Account in a lump sum payment upon his Separation from Service. A Participant may revise any actual or deemed Payment Option Election, but any such revised election shall be irrevocable on the date it is delivered to the Employer and (a) shall not take effect until twelve (12) months after the date it is delivered to the Employer, (b) shall, if it changes the form of distribution of any portion of the Deferred Compensation Account, cause distribution of such portion to be delayed for a period of five (5) years from the date it would otherwise have been paid; and (c) shall be effective only if made not less than twelve (12) months before the date of the Scheduled In-Service Distribution, if applicable. In addition, any revised Payment Option Election under which the Participant seeks to delay distribution of any portion of his Deferred Compensation Account must delay the Scheduled In-Service Distribution date, if applicable, with respect to such portion for a period of five (5) years or more or must delay distributions otherwise payable upon Separation from Service, if applicable, to five (5) years or more after Separation from Service.

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Section 3.8. Social Security, Medicare and Other Contributions. The applicable Social Security and Medicare taxes (FICA), other legally imposed fees and taxes and other contributions or payments under the benefits provided under the Employer’s cafeteria plan, which are otherwise due and payable, shall be deducted from the portion of the Salary, Incentive Payments and/or RSUs not deferred hereunder and thereafter, to the extent necessary, such amounts shall be deducted from the amount of the Salary, Incentive Payments and/or RSUs deferred hereunder or, in the discretion of the Employer, from any other compensation payable to the Participant by the Employer. The Committee reserves the right to change a Participant’s Deferral Election to satisfy the tax and other related obligations described in this section, to the extent permitted by Code Section 409A.

ARTICLE IV

Accounts of Participants

Section 4.1. Participants’ Accounts. Upon the Employee’s initial eligibility to participate in the Plan, the Employer may, but is not required to, establish on its books and records a bookkeeping account for each Participant known as the Deferred Compensation Account for the amount of the Salary, Incentive Payments and/or RSUs deferred hereunder, and the deemed earnings or losses, if any, calculated thereon. The Employer shall have the right to establish such bookkeeping accounts and subaccounts as it deems necessary to record the amount of Salary, Incentive Payments and/or RSUs deferred hereunder for various Deferral Periods. There is no requirement on the part of the Employer to fund any benefits hereunder and the existence of such bookkeeping accounts shall not be deemed to create a trust of any kind.

Section 4.2. Deemed Investment Directions.

(a) At the time of making a Deferral Election, the Participant shall designate, in the form prescribed by the Committee, the Funds in which the amounts credited to the Participant’s Account with respect to Salary and/or Incentive Payments deferrals pursuant to that Deferral Election will be deemed to be invested for purposes of determining the amount of deemed earnings or losses, if any, to be credited to such Account. In making the designation pursuant to this Section 4.2, the Participant may specify that all or any portion of his Account, other than that attributable to deferred RSUs, be deemed to be invested, in whole percentage increments, in one or more of the Funds provided under the Plan as communicated from time to time by the Committee. Any Participant who chooses to have a portion of his Account deemed invested in Company stock must comply with Company policies regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended from time to time, or any successor to it. Deemed earnings or losses, if any, shall be credited to the Participant’s Account daily. Effective as of the end of any business day during the Plan Year, a Participant may change the designation made under this Section 4.2(a) by making an election, in the form prescribed by the Committee, prior to 4:00 p.m. EST of such business day. If a Participant fails to elect a type of investment fund under this Section 4.2(a), he shall be deemed to have elected the age appropriate BGI LifePath fund or such other fund determined by the Committee to be the default deemed investment fund.

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(b) The Committee may change from time to time, in its sole and absolute discretion, the Funds that shall constitute the deemed investments and shall communicate such changes to the Participant.

(c) Nothing contained herein shall be deemed to give any present or former Participant any interest in any specific part of his Account or any interest other than his right to receive distributions in accordance with the provisions of this Plan and the Deferral Election and the Payment Option Election.

(d) Nothing contained in the Plan shall be deemed a guarantee or assurance by the Employer as to the deemed investment performance of the Funds in which the Participants’ Accounts are deemed invested.

(e) No amount shall be credited to a Participant’s Account under this Section 4.2 with respect to RSUs deferred by the Participant.

Section 4.3. Statements. Under procedures established by the Committee, a Participant shall receive a statement with respect to such Participant’s Account on an annual basis.

Section 4.4. Procedures. The Committee shall establish such further accounting procedures for the purpose of making the valuations and adjustments to the Participants’ Accounts as it deems advisable.

ARTICLE V

Vesting

Section 5.1. Vesting of Account. A Participant shall at all times be one hundred percent (100%) vested in amounts credited to his Deferred Compensation Account with respect to deferred Salary and/or Incentive Payments, and deemed earnings calculated thereon. RSUs credited to a Participant’s Deferred Compensation Account pursuant to a Deferral Election shall remain subject to any vesting and other restrictions applicable to such RSUs according to the award agreements or stock incentive plan under which they are granted.

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ARTICLE VI

Distributions and Withdrawals

Section 6.1. Time of Distribution.

(a) If a Participant has a Separation from Service for any reason other than death, the value of his Account shall be distributed in accordance with his Payment Option Election as follows:

(i) with respect to deferrals of Salary or Incentive Payments, in one of the following methods:

(A) in a lump sum payment within forty-five (45) days after the Participant’s Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution; or

(B) in five (5) annual installments (i.e.,  ¹/5^th,  ¹/4^th,  ¹/3^rd, etc.), which are to be treated as a series of separate payments, payable on the last business day of January with the first installment commencing on the last business day of January after the end of the calendar year in which the Participant has a Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution. For purposes of computing the amount of the annual installments provided for in this Section, the provisions of subsection (d) below shall apply; or

(C) in ten (10) annual installments (i.e.,  ¹/10^th,  ¹/9^th,  ¹/8^th, etc.), which are to be treated as a series of separate payments, payable on the last business day of January with the first installment commencing on the last business day of January after the end of the calendar year in which the Participant has a Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution. For purposes of computing the amount of the annual installments provided for in this Section, the provisions of subsection (d) below shall apply;

(iii) with respect to deferrals of RSUs, in a lump sum payment within forty-five (45) days after the Participant’s Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution.

Notwithstanding anything herein to the contrary, if a Participant is a Specified Key Employee, no amount payable to him under this Section 6.1(a) upon his Separation from Service shall be paid to him before the date immediately after the expiration of the six-month period following his Separation from Service. Furthermore, payment to any Participant, whether or not a Specified Key Employee, shall be delayed according to Section 3.7, if applicable.

(b) If the Participant has a Separation from Service on account of his death, or if the Participant incurs a Disability while employed by the Employer, the Participant or his Beneficiary shall receive the value of his Account in a lump sum as soon as administratively practical after his date of death or Disability, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution.

(c) If a Participant elects to receive payment of any portion of his Account as a Scheduled In-Service Distribution, he shall receive the value of that portion of his Account in a lump sum within forty-five (45) days after the end of the Deferral Period, with the value of such portion being determined and fixed within fifteen (15) business days preceding the date of distribution. Notwithstanding the foregoing, in the event a Participant has a Separation from Service with the Employer prior to the time at which the Scheduled In-Service Distribution is to be paid, the Participant’s Account shall be distributed in a lump sum as provided in Section 6.1(a)(i).

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(d) The Participant’s Account shall continue to be credited with deemed earnings or losses, if any, pursuant to Section 4.2 of the Plan until all amounts credited to his Account under the Plan have been distributed.

(e) In the event a Participant who elects to have his Account paid in installments dies prior to the receipt of all such installment payments, his Beneficiary shall receive the value of his unpaid Account in a lump sum payment as soon as administratively practical after the Participant’s date of death, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution.

(f) Notwithstanding any Payment Option Election or anything contained herein to the contrary, the Employer may, in its sole and absolute discretion, commence the distribution, or accelerate the distribution, of a Participant’s Account, to the extent and under the circumstances such acceleration is permitted by Section 1.409A of the Treasury Regulations. The Participant shall not have any election, direct or indirect, with respect to any exercise of such discretion by the Employer.

Section 6.2. Form of Payment. Payment of any portion of the Participant’s Account attributable to Salary or Incentive Payment deferrals shall be made in cash, by wire transfer, or negotiable instrument, as determined by the Committee, in its sole and absolute discretion. Payment of any portion of the Participant’s Account attributable to deferrals of RSUs shall be made in shares of Company stock.

Section 6.3. Hardship Withdrawal.

(a) Notwithstanding any other provision of the Plan to the contrary, a Participant shall be permitted to elect a withdrawal from his Account on account of a Hardship, subject to the following restrictions:

(i) A Participant’s election to request a withdrawal on account of a Hardship shall be made by filing a form provided by and filed with the Committee.

(ii) The Committee shall have made a determination, in it sole and absolute discretion, that the requested withdrawal is on account of a Hardship.

(iii) If the Committee determines that the Participant has had a Hardship eligible for a withdrawal, any outstanding Deferral Election by the Participant shall be terminated and the Participant will not be eligible to file a new election until the end of the following year (which would be applicable to Salary, Incentive Payments and/or RSUs earned in the subsequent year, as provided in Sections 3.1(a), (b) and (c)).

(iv) The amount determined by the Committee as a withdrawal on account of a Hardship shall be paid in a single cash lump sum as soon as administratively practicable after the end of the calendar month in which the Hardship request is approved by the Committee. This amount shall not exceed the amount reasonably necessary to satisfy the

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Hardship need (which may include amounts necessary to pay any Federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution). Determination of amounts reasonably necessary shall take into account any additional compensation that is available due to cancellation of a Deferral Election upon the Hardship withdrawal.

(v) The Committee shall have the right to require a Participant to submit such documentation as it deems appropriate for the purpose of determining the existence, cause and extent of a Hardship.

(vi) No amount may be withdrawn with respect to RSUs credited to the Participant’s Account unless any restrictions with respect to such RSUs under the terms of the applicable award agreement or stock incentive plan have lapsed and the RSUs are fully vested.

(b) For purposes of this Section, “Hardship” means an “unforeseeable emergency,” as defined in Section 1.409A-3(i)(3) of the Treasury Regulations, that constitutes a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident involving the Participant or a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the reasonable control of the Participant.

The circumstances that will constitute a Hardship will depend on the facts provided by a Participant but, in any case, payment may not be made to the extent that such Hardship is or may be relieved

(i) Through reimbursement or compensation by insurance or otherwise;

(ii) By liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or

(iii) By ceasing to defer Salary, Incentive Payments and/or RSUs under the Plan.

Section 6.4. Change in Control.

Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, the Plan shall terminate and the total amount credited to each Participant’s Account shall be paid to him in a lump sum within thirty (30) days from the date of such Change in Control with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution; provided, however, if such payment is not made within such 30-day period, the value of the his Account shall be fixed and determined as of the date of the Change in Control and shall be credited with interest from the date of such Change in Control until the actual payment date at an annual rate equal to the yield on 90-day U.S. Treasury Bills plus one percentage point. For this purpose the yield on U.S. Treasury Bills shall be the rate published in The Wall Street Journal on the first business day of the calendar month in which the Change in Control occurred.

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Section 6.5. Rabbi Trust.

(a) Notwithstanding any provision herein to the contrary, the Employer reserves the right to establish one or more trusts to provide alternate sources of benefit payments under this Plan so long as the funding of any such trust is permitted under Section 409A of the Code; provided, however, that upon the occurrence of a “Potential Change in Control” of the Company, as defined below, the appropriate officers of the Company are authorized to make transfers to such a trust fund, established as an alternate source of benefits payable under the Plan, as are necessary to fund the lump sum payments to Participants required pursuant to this Section 6.5 in the event of a Change in Control of the Company; provided, further, however, that if payments are made from such trust fund, such payments will satisfy the Employer’s obligations under this Plan to the extent made from such trust fund.

(b) For the purposes of this Plan, “Potential Change in Control” means:

(i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Company;

(ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company;

(iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or a company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing nine and one-half percent (9.5%) or more of the combined voting power of the Company’s then outstanding securities, increases such person’s beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or

(iv) the Board of Directors of the Company adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Company has occurred.

ARTICLE VII

Nature of Employer’s Obligation

Section 7.1. Participant’s Right to Assets. The rights of the Participant, any Beneficiary, or any other person claiming through the Participant under this Plan, shall be solely those of an unsecured general creditor of the Employer. The Participant, any Beneficiary, or any

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other person claiming through the Participant, shall only have the right to receive from the Employer those payments so specified under this Plan. The Participant, any Beneficiary, or any other person claiming through the Participant shall have no rights or interests whatsoever in any asset of any Employer, including any insurance policies or contracts that the Employer may possess or obtain to fund its obligation under this Plan. Any asset used or acquired by the Employer in connection with the liabilities it has assumed under this Plan, unless expressly provided herein, shall not be deemed to be held under any trust for the benefit of the Participant or his Beneficiaries, nor shall any asset be considered security for the performance of the obligations of any Employer. Any such asset shall be, and remain, a general, unpledged, and unrestricted asset of the Employer.

Section 7.2. Employer’s Obligation. The Employer shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Plan. The Participant, his Beneficiary or any successor in interest to him shall be and remain simply a general unsecured creditor of the Employer in the same manner as any other creditor having a general claim for matured and unpaid compensation. The Employer reserves the absolute right in its sole discretion to either purchase assets to meet its obligations undertaken by this Plan or to refrain from the same and to determine the extent, nature, and method of such asset purchases. Should the Employer decide to purchase assets such as life insurance, mutual funds, disability policies or annuities, the Employer reserves the absolute right, in its sole discretion, to terminate such assets at any time, in whole or in part. At no time shall the Participant be deemed to have any lien, right, title or interest in or to any specific investment or to any assets of any Employer.

ARTICLE VIII

Plan Administration

Section 8.1. Committee.

(a) In General. This Plan shall be administered by the Committee. Unless the Plan expressly provides otherwise, the Committee has the discretionary authority, control and responsibility over the management and administration of the Plan, including, but not limited to, the exclusive right to determine any question arising under the Plan or in connection with its administration and the right to construe and interpret the provisions of the Plan (including disputed or doubtful terms). The Committee shall have full power and authority to determine any and all questions arising in connection with the Plan, including its interpretation, and may adopt procedural rules and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan. Decisions of the Committee shall be final, binding and conclusive upon all persons or parties interested or concerned.

(b) Records and Reports. The Committee shall keep a record of its proceedings and actions and shall maintain all books of account, records and other data as shall be necessary for the proper administration of the Plan. Such records shall contain all relevant data pertaining to individual Participants and their rights under the Plan. The Committee shall have the duty to carry into effect all rights or benefits provided hereunder to the extent assets of the Company are properly available therefor.

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(c) Payment of Expenses. The Employer shall pay all expenses of administering the Plan. Such expenses shall include any expenses incident to the functioning of the Committee.

(d) Indemnification for Liability. The Company shall indemnify the members of the Committee and the employees of any Employer to whom the Committee delegates duties under the Plan, against any and all claims, losses, damages, expenses and liabilities arising from their responsibilities in connection with the Plan, unless the same is determined to be due to gross negligence or willful misconduct.

(e) The Committee may also adopt rules or procedures relating to the operation and administration of the Plan to accommodate specific requirements of local laws and procedures, and adopt sub-plans applicable to particular subsidiaries or locations.

Section 8.2. Claims Procedure. The procedure for presenting claims under the Plan and appealing denials thereof shall be as set forth in Appendix A, attached hereto.

ARTICLE IX

Amendment and Termination

Section 9.1 Reservation of Right. The Board may, at any time or from time to time, amend or modify this Plan in any respect or terminate this Plan without restriction and without the consent of any Participant or Beneficiary, provided, that any such amendment or termination shall not impair the right of any Participant or any Beneficiary of any then deceased Participant to receive amounts deferred hereunder prior to such amendment or termination without the consent of such Participant or such Beneficiary. Furthermore, no such amendment or termination shall affect any outstanding Deferral Election or Payment Option Election unless the Plan is liquidated in accordance with Code Section 409A. The Board may cause the Company to liquidate the Plan in compliance with the restrictions set forth in Section 1.409A-3(j)(4) of the Treasury Regulations. In addition, the Compensation & Benefits Committee of the Board may at any time or from time to time amend or modify this Plan in any respect without restriction and without the consent of any Participant or Beneficiary, provided, however, that the Compensation & Benefits Committee of the Board may not amend the Plan (i) to increase the amount actually credited, or to increase the amount to be credited, to the Account of a Participant, or (ii) to make a change that the Board would not be permitted to make pursuant to the preceding sentence of this Section 9.1. Any amendment by the Board or the Compensation & Benefits Committee of the Board shall be effective only to the extent such amendment does not cause the terms of the Plan or any amount deferred hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

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ARTICLE X

Miscellaneous

Section 10.1. Non-Assignability. Subject to any applicable law, no benefit under the Plan shall be subject in any manner to anticipation, hypothecation, mortgage, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to do shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participants or their Beneficiaries.

Section 10.2. No Fiduciary Relationship. Neither the establishment and maintenance of this Plan, nor any action taken by the Committee, shall create or be deemed to create a trust or fiduciary relationship of any kind between any Employer and the Participants, their Beneficiaries, or any other person.

Section 10.3. Benefits Not Compensation. Benefit payments to Participants under this Plan shall not be deemed to be salary or other compensation for purposes of computing benefits to which a Participant may be entitled under any other employee pension or welfare benefit plan established or maintained by any Employer.

Section 10.4. No Employment Contract. The establishment and maintenance by the Employer of this Plan shall not constitute a contract with, or a guaranty of employment to, any Participant and the Employer retains the right to terminate the employment of any Participant for any reason and at any time.

Section 10.5. Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of New Jersey.

Section 10.6. Payment to Representatives. If a Participant entitled to receive any benefits hereunder is determined by the Committee or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, they shall be paid to the duly appointed and acting guardian, if any, and if no such guardian is appointed and acting, to such persons as the Committee may designate. Such payment shall, to the extent made, be deemed a complete discharge for such payments under this Plan.

Section 10.7. Timing of Payments. If the Committee is unable to make the determinations required under this Plan in sufficient time for payments to be made when due, the Committee shall make the payments upon the completion of such determinations, to the extent permitted under Section 1.409A of the Treasury Regulations. The Committee may, at its option, make provisional payments, subject to adjustment, pending such determinations.

Section 10.8. Withholding. In addition to the rights granted to the Employer under Section 3.8 above, the Employer shall have the right to deduct from any amount deferred or any payment of a benefit hereunder, any amount required to satisfy its obligation to withhold federal, state and local taxes, fees or other similar liabilities.

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Section 10.9. Notice. Any notice required or desired to be given to the Employer or to a Participant hereunder shall be given in writing. Any such notice to the Employer shall be addressed to the “Compensation & Benefits Committee” at the Company’s then executive headquarters office, and any such notice to a Participant or his Beneficiary or representative may be addressed to the address set forth in the personnel records of the Employer or at such address designated from time to time by such Participant. Any such notice shall be sufficiently given by personal delivery thereof or by mailing the same, postpaid, addressed to the party to whom such notice is being given as herein specified, and the date of such personal delivery or mailing shall be deemed to be the date such notice is given.

Section 10.10. Designation of Beneficiary. Upon the execution of a Deferral Election, the Participant shall designate in writing and filed with the Employer the individual, trust or estate who shall be the Beneficiary in the event that because of such Participant’s death, payments under this Plan are to be made to such Beneficiary. Such designation may be changed at any time by the Participant by a similar writing delivered to the Employer during such Participant’s lifetime.

Section 10.11 Non-U.S. Sub-Plans – Employees Based Outside of the United States. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote the purposes of the Plan or to comply with the provisions of laws in other countries in which the Employer operates or has employees, the Committee in its sole discretion, shall have the power and authority to (1) determine which employees that are subject to the tax laws of nations other than the United States are eligible to participate in the Plan, (2) modify the terms and conditions of the Plan, and (3) establish subplans, modified election procedures and other terms and procedures to the extent such actions may be necessary or advisable. Any subplans established under this Section 10.11 by the Committee shall be attached to this Plan in Appendix B.

Section 10.12. Gender and Number. The masculine pronoun wherever used shall include the feminine. Wherever words are used herein in the singular, they shall be construed as though they were also used in the plural in all cases where they shall so apply.

Section 10.13. Titles and Headings. The titles to articles and headings of sections of this Plan are for convenience of reference and in case of any conflict the text of the Plan, rather than such titles and headings, shall control.

Section 10.14. Code Section 409A Compliance. All amounts credited to each Participant’s Deferred Compensation Account or otherwise credited or accrued under this Plan are deferred compensation and subject to Code Section 409A. This Plan is intended to comply with that provision of the Code and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, any affected Participant or Beneficiary shall fully cooperate with the Employer to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

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Appendix A – Claims Procedures

The procedure for presenting claims under the Plan and appealing denials thereof shall be as follows:

(a) Filing of Claims. Any Participant or Beneficiary, or his authorized representative, (the “claimant”) may file a written claim for a Plan benefit with the Committee or its delegated and authorized representative which is responsible for the administration of the Plan (the “Plan Administrator”) Claims shall be determined in accordance with the terms of the Plan, which will be applied consistently with respect to similarly situated claimants. Claimants must use and exhaust the Plan’s administrative claims and review procedure before bringing suit in either state or federal court.

(b) Claims for Benefits Not Based on Disability. The Plan Administrator will give each claimant’s request for benefits a full and fair review. If the Plan Administrator denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within ninety (90) days after receipt of the claim by the Plan Administrator unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original ninety (90) day period, and such notice shall indicate the special circumstances which make the postponement appropriate and the date by which the Plan Administrator expects to render a decision. In no event may the extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period.

If a claim is denied, the written notice will contain the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary; and

(iv) a description of the Plan’s review procedures and applicable time limits and a statement that the claimant has the right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), following an adverse benefit determination on review.

If a claim is denied, the claimant may file for a review as described in the following subsection (c).

(c) Right of Review of Claim for Benefits Not Based on Disability. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Plan Administrator issues and comments in writing. In addition, the claimant may make a written request for a full and fair review of his claim and its denial by the

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Committee. Such written request must be received by the Committee within sixty (60) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The claim for review will be given a full and fair review and will take into account all comments, documents, records and other information submitted by the claimant regarding the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

A decision shall be rendered by the Committee no later than the date of the meeting of the Committee that immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within thirty (30) days preceding the date of such meeting, in which case the decision shall be rendered not later than the date of the second meeting following the Plan’s receipt of the request for review. If special circumstances require a further extension of time for processing, a benefit determination shall be rendered not later than the third meeting of the Committee following the Plan’s receipt of the request for review. If such an extension is required, the Plan Administrator shall provide the claimant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to commencement of the extension. The Plan Administrator will notify the claimant of the benefit determination as soon as possible, but not later than five (5) days after the determination is made.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for benefits is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv) a statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

(d) Claim for Benefits Based on Disability. Any claim for benefits based on Disability will be reviewed under an expedited process similar to the one described above for regular claims. A claim is considered to be “based on Disability” if a Participant must be Disabled within the meaning of the Plan in order to receive the benefit.

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A claimant must make a written claim for benefits based on Disability to the Plan Administrator. The Plan Administrator will give each claimant’s request for benefits a full and fair review. If the Plan Administrator denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within a reasonable period of time, but not later than forty-five (45) days after receipt of the claim by the Plan Administrator unless the Plan Administrator determines that an extension is necessary due to matters beyond its control, in which case written notice of an extension for up to thirty (30) days will be furnished to the claimant prior to the end of the initial forty-five (45) day period. If, prior to the end of the first thirty (30) day extension period, the Plan Administrator determines that, due to matters beyond its control, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the Plan Administrator notifies the claimant, prior to the expiration of the first thirty (30) day extension period. Any notice of extension shall indicate the special circumstances which make the postponement appropriate and the date by which the Plan Administrator expects to render a decision. Any notice of extension will explain the standards on which entitlement to a benefit are based, the unresolved issues that prevent the Plan Administrator from making a decision, and the additional information needed by the Plan Administrator to resolve those issues. The claimant will have at least forty-five (45) days to furnish that information after receipt of the notice. In no event may an extension exceed a total of one hundred and five (105) days from the date of the original receipt of the claim.

If a claim is denied, the written notice will contain the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary;

(iv) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review and that the claimant has the right to bring a civil action under Section 502(a) of ERISA, following an adverse benefit determination on review;

(v) a statement describing any internal rule, guideline, protocol, or other similar criterion that was applied upon in making the adverse determination, or that a copy of it will be provided free of charge to the claimant upon request;

(vi) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request.

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If a claim is denied, the claimant may file for a review as described in the following subsection (e).

(e) Right of Review of Claim for Benefits Based on Disability. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Plan Administrator issues and comments in writing. In addition, the claimant may make a written request for a full and fair review of his claim and its denial by the Plan Administrator. Such written request must be received by the Committee within one hundred and eighty (180) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of all documents, records or other information relevant to the claim for benefits. The claim for review will be given a full and fair review and will take into account all comments, documents, records and other information submitted by the claimant regarding the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The review will not afford deference to the initial adverse benefit determination and that will be conducted by the Committee. In deciding an appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Committee shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination will be identified to the claimant, without regard to whether the advice was relied upon in making the benefit determination. Any health care professional engaged for purposes of a consultation shall be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the review, nor the subordinate of any such individual.

A decision shall be rendered by the Committee within forty-five (45) days after the receipt of the request for review. However, where special circumstances outside of the Committee’s control make a longer period for decision necessary or appropriate, the Committee’s decision may be postponed on written notice to the claimant (prior to the expiration of the initial forty-five (45) day period) for an additional forty-five (45) days. Such notice shall describe the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. In no event shall the Committee’s decision be rendered more than ninety (90) days after the receipt of the request for review.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for benefits based on Disability is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which denial is based;

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(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

(iv) a statement of any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about the procedures and to bring a civil action under ERISA Section 502(a);

(v) a statement describing any internal rule, guideline, protocol, or other similar criterion that was applied upon in making the adverse determination, or that a copy of it will be provided free of charge to the claimant upon request;

(vi) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the plan to the claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

(vii) the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

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Appendix B – Sub-Plans

None as of January 1, 2009.

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EX-10.7

Exhibit 10.7

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

1. Purpose of the Plan

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

2. Definitions

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

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

(b) Affiliate: With respect to the Company, any entity, directly or indirectly, controlled by the Company. A 50% ownership threshold shall be applied for identifying entities that are controlled by the Company for purposes of this Plan.

(c) Award: An Option, Stock Appreciation Right or Other Stock-Based Award granted pursuant to the Plan.

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

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

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

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

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

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of the Plan, (B) a director nominated by any Person (including the Company) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would constitute a Change in Control or (C) a director designated by any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s securities) whose election by the Board or nomination for election by the Company’s stockholders was approved in advance by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;

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

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

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

(h) Committee: The Compensation & 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.

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(l) Fair Market Value: On a given date, the arithmetic mean of the high and low per-share prices of the Shares as reported on the New York Stock Exchange. If no sale of Shares shall have been reported on the New York Stock Exchange on such date, then the immediately preceding date on which sales of the Shares have been so reported or quoted shall be used. 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 in accordance with section 1.409A-1(b)(5)(iv)(B) of the Treasury Regulations (or any similar or successor provision(s)).

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

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

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

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

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

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

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

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

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

(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.

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(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 that may be issued under the Plan is 9,700,000. Against the shares remaining in the Plan, awards granted under the Plan (including Other Stock-Based Awards granted prior to the Effective Date) count as 1 issued share; whereas Other Stock-Based Awards granted on or after the Effective Date count as 2.6 issued shares. 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. 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 that are subject to Awards that 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 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

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committee of one that 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 a Share 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

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instructions to a broker to deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the occurrence of the exercise date (determined as set forth above) and, if applicable, the satisfaction of any other conditions imposed by the Committee pursuant to the Plan.

(d) ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. Such ISOs shall comply with the requirements of section 422 of the Code (or any successor section thereto). Unless otherwise permitted under section 422 of the Code (or any successor section thereto), no ISO may be granted to any Participant who at the time of such grant, owns more than 10% 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.

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(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 that permit irrevocable transfer for no consideration by such optionee to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of the optionee, trusts for the exclusive benefit of these persons, and any other entity owned solely by these persons (“Eligible Transferees”), provided that (x) the stock option agreement pursuant to which such options are granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this Section and (y) subsequent transfers of transferred options shall be prohibited except those in accordance with the first sentence of this Section 7(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) shall be granted at the time the related Option is granted, (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).

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(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 therefore an amount equal to (i) the excess of (A) the Fair Market Value on the exercise date of one Share over (B) the Option Price per Share, times (ii) the number of Shares covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in cash, valued at such Fair Market Value, all as shall be determined by the Committee. Stock Appreciation Rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which the Stock Appreciation Right is being exercised. No fractional Shares will be issued in payment for Stock Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of Shares will be rounded downward to the next whole Share.

(c) Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or transferability of Stock Appreciation Rights as it may deem fit.

(d) Limited Stock Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence of specified contingent events. Such LSARs may provide for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that any related Awards are not exercisable while such LSARs are exercisable, but only in accordance with section 409A of the Code. 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

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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 that 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 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. 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 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, but in no event later than the period ending on the 15th day of the third month following the year in which the end of the applicable performance period occurs. Notwithstanding the foregoing, a Participant may, if and to the extent permitted by the Committee and consistent with the provisions of section 162(m) of the Code and section 1.409A-1(b)(4)(ii) of the Treasury Regulations (or any similar or successor provision(s)), elect to defer payment of a Performance-Based Award.

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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, provided that no Shares shall be substituted with shares that are not “service recipient stock” as such term is described in section 1.409A-1(b)(5)(iii) of the Treasury Regulations (or any similar or successor provision(s)), (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. All substitutions and adjustments shall be made in accordance with section 1.409A-1(b)(5)(v) of the Treasury Regulations (or any similar or successor provision(s)).

(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.

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13. Nontransferability of Awards

Except as provided in Section 7(i) of the Plan, an Award shall not be transferable or assignable by the Participant otherwise than by will or by the laws of descent and distribution. During the lifetime of a Participant, an Award shall be exercisable only by such Participant. An Award exercisable after the death of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Notwithstanding anything to the contrary herein, the Committee, in its sole discretion, shall have the authority to waive this Section 13 (or any part thereof) to the extent that this Section 13 (or any part thereof) is not required under the rules promulgated under any law, rule or regulation applicable to the Company.

14. Amendments or Termination

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which, (a) without the approval of the stockholders of the Company, would (except as is provided in Section 10 of the Plan), (1) increase the total number of Shares reserved for the purposes of the Plan or change the maximum number of Shares for which Awards may be granted to any Participant, (2) result in any Option being repriced either by lowering the Option Price of any outstanding Option or by canceling an outstanding Option and granting a replacement Option with a lower Option Price, or (b) without the consent of a Participant, would impair any of the rights or obligations under any Award theretofore granted to such Participant under the Plan; provided, however, that the Board or the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. Notwithstanding anything to the contrary herein, neither the Committee nor the Board may amend, alter or discontinue the provisions relating to Section 10(b) of the Plan after the occurrence of a Change in Control. 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, originally adopted on October 18, 2000, was amended and restated effective May 3, 2005 (the “Effective Date”), which is the date this Plan was approved by the shareholders of the Company. The Plan bas been subsequently amended to ensure that all Awards be exempt from or comply with section 409A of the Code.

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18. Section 409A of the Code

This Plan and all Awards granted thereunder are intended to be exempt from or comply with section 409A of the Code pursuant to the guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to section 409A of the Code requirements, any affected Participant or beneficiary shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to section 409A of the Code or to section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

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EX-10.8

Exhibit 10.8

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD

([DATE])

This RESTRICTED STOCK AWARD (this “Award”) is being granted to                                  (the “Participant”) as of this          day of                     , 20     (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN, as amended (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Restricted Stock. The Company hereby awards to the Participant pursuant to the Plan          shares of the Company’s common stock, par value $.01 (the “Shares”), subject to the terms and conditions of the Plan and this Award.

2. Vesting. Subject to Sections 3, 4 and 8 below, the restrictions on the applicable percentage of the Shares shall lapse and such percentage of the Shares shall vest on each “Vesting Date” set forth in the following schedule provided the Participant remains in the continuous employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date:

Vesting Date	Percentage of Shares Vested	# of Shares Vested
	20%
	30%
	50%

3. Termination of Employment Before One Year Anniversary of Grant. If the Participant’s employment with the Company and its Affiliates terminates for any reason prior to the one year anniversary of the grant, the Participant shall forfeit all rights to and interests in the Shares.

4. Termination of Employment On or After One Year Anniversary of Grant. If the Participant’s employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan), any unvested Shares shall become fully vested as of the employment termination date. If the Participant’s employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than Retirement, death or Disability and prior to the next Vesting Date, the Participant shall forfeit all rights to and interests in the unvested Shares.

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5. Voting and Dividend Rights. The Participant is the beneficial and record owner of the Shares and shall have, with respect to the Shares (whether vested or unvested), all the rights of a shareholder of the Company including, if applicable, the right to vote the Shares and to receive any dividends when paid. Payment of dividends will be made with respect to all Shares held by the Participant as of the applicable dividend record date. The dividends will be paid in the same form received by all other shareholders of the Company as soon as administratively practicable following payment of the dividends to all other shareholders, but in no event shall the dividends be paid later than the fifteenth (15th) day of the third month following the end of the year in which the dividends are paid to all other shareholders. Payment of dividends will be subject to all applicable taxes. The Company shall withhold the amount necessary to satisfy all required taxes. No dividends will be paid to the Participant on any Shares that are forfeited pursuant to this Award.

6. Transfer Restrictions. Until the Shares become vested, they are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the unvested Shares shall immediately be forfeited.

7. Withholding Taxes. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the vesting of the Shares by deducting from the total number of Shares that have become vested that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. The Participant may elect to fully satisfy the minimum statutory withholding taxes by a payment in cash of such obligation to the Company.

8. Change in Control. If there is a Change in Control of the Company, any unvested Shares shall become fully vested as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control (such accelerated vesting date, also being referred to herein as a Vesting Date).

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9. Delivery of Shares. Until the Company determines otherwise, delivery of Shares on each applicable Vesting Date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.

10. Change in Capital Structure. The terms of this Award, including the number of Shares, shall be adjusted in accordance with Section 10 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

13. No Rights to Continued Employment. Nothing contained in the Plan or this Agreement shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this award shall not entitle the Participant to participate with respect to any other award. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken

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into account for purposes of determining the Participant’s termination indemnity, severance pay, retirement or pension payment, or any other employee benefits, except to the extent required under applicable law.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

16. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof.

IN WITNESS WHEREOF, this Restricted Stock Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Leader, Winning Culture

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EX-10.9

Exhibit 10.9

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

STOCK OPTION AWARD

([DATE])

This STOCK OPTION AWARD (this “Award”) is being granted to                                  (the “Participant”) as of this          day of                     , 20     (the “Grant Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN, as amended (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an “Option”) to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of          shares of the Company’s common stock, par value $.01 per share (the “Shares”), at a purchase price per Share of $            , which is the Fair Market Value per Share on the Grant Date (the “Option Price”). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code.

2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award.

3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. This Option shall cease to vest upon the Participant’s termination of active employment, and may be exercised after the Participant’s date of termination only as set forth below.

4. Termination of Employment.

(a) Exercisability Upon Termination of Employment by Death or Disability. If the Participant’s employment with the Company and its Affiliates terminates by reason of death or Disability (as defined in the Plan) after the first

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anniversary of the Grant Date, (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 term of the Option or (B) five years after the date of death or Disability.

(b) Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of Retirement (as defined in the Plan) after the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining 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 the Participant dies within a period of five years after such termination of employment, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining 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.

(c) Effect of Other Termination of Employment. If the 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 Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, 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.

5. Manner of Exercise.

(a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company.

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(b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company’s insider trading policy.

6. Tax Withholding. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) arising from the exercise of this Option by deducting from the total number of Shares that have become vested that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due. The Participant may elect to fully satisfy the minimum statutory withholding taxes by a payment in cash of such obligation to the Company.

7. Nontransferability of Option. This 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 the Participant may only be exercised by the Participant.

8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Grant Date until the date of the Change in Control.

9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted in accordance with Section 10 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such the Participant or permitted transferee shall become the holder of record thereof.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

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12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. Participation in the Plan with respect to this Option award shall not entitle the Participant to participate with respect to any other award. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of determining the Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits, except to the extent required under applicable law.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

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15. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

16. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof.

IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Leader, Winning Culture

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EX-10.10

Exhibit 10.10

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

INTERNATIONAL STOCK OPTION AWARD

(MM/DD/YYYY)

This STOCK OPTION AWARD (this “Award”) is being granted to Name (the “Participant”) as of this DD day of Month, 2008 (the “Grant Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN, as amended and restated effective January 1, 2009 (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Stock Option. The Company hereby grants to the Participant pursuant to the Plan the right and option (an “Option”) to purchase, subject to the terms of this Award and the Plan and subject to the vesting provisions of Section 3, all or any part of the aggregate of #Options shares of the Company’s Common Stock, par value $.01 per share (the “Shares”), at a purchase price per Share of USDprice which is the Fair Market Value per Share on the Grant Date (the “Option Price”). This Option is a non-qualified stock option and, accordingly, does not qualify as an incentive stock option under Section 422 of the Code.

2. Term of Option. This Option shall expire on the tenth (10) anniversary of the Grant Date (the “Expiration Date”) and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 4 of this Award.

3. Vesting. Except as otherwise provided herein, this Option shall vest in equal installments on the first, second, third and fourth anniversaries of the Grant Date (i.e., 25% on each anniversary) and shall be exercisable only to the extent that it has vested. This Option shall cease to vest upon the Participant’s termination of active employment, and may be exercised after the Participant’s date of termination only as set forth below.

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4. Termination of Employment.

(a) Exercisability Upon Termination of Employment by Death or Disability. If the Participant’s active employment with the Company and its Affiliates terminates by reason of death or Disability (as defined in the Plan) after the first anniversary of the Grant Date, (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 term of the Option or (B) five years after the date of death or Disability.

(b) Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of Retirement (as defined in the Plan) after the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining 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 active employment or becomes exercisable during the Post-Retirement Exercise Period; provided, however, that if the Participant dies within a period of five years after such termination of employment, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active 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 active employment or becomes exercisable during the Special Exercise Period.

(c) Effect of Other Termination of Employment. If the 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 Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, 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 active employment.

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5. Manner of Exercise.

(a) Option Exercise and Issuance of Shares. Until the Company determines otherwise, Option exercises and delivery of Shares will be administered by an independent third-party broker selected from time to time by the Company.

(b) Limitations on Exercise. This Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company, with all applicable laws including, without limitation, the Company’s insider trading policy.

6. Tax Withholding.

(a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option grant, including the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate my liability for Tax-Related Items.

(b) Notwithstanding anything to the contrary contained in this Award, it is a condition of the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (2) withholding from proceeds of the sale of the Shares either through a voluntary sale or

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through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization); or (3) withholding from Shares to be issued upon exercise of the Option. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares for tax purposes, the Participant is deemed to have been issued the full number of Shares that become vested, notwithstanding that a number of Shares are held back solely for the purpose of paying the Option Price and/or the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s purchase of Shares that cannot be satisfied by the means previously described. The Company may refuse to honor the exercise and refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section.

7. Nontransferability of Option. This 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 the Participant may only be exercised by the Participant.

8. Change in Control. If there is a Change in Control of the Company, the unvested portion of the Option shall become fully vested and exercisable as of the date of the Change in Control provided the Participant remains in the continuous employ of the Company or its Affiliates from the Grant Date until the date of the Change in Control.

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9. Change in Capital Structure. The terms of this Option, including the number of Shares subject to this Option, shall be adjusted in accordance with Section 10 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

10. Privileges of Stock Ownership. The Participant shall not have any of the rights of a shareholder of the Company with respect to any Shares until the Shares are issued to the Participant and no adjustment shall be made for cash distributions in respect of such Shares for which the record date is prior to the date upon which such the Participant or permitted transferee shall become the holder of record thereof.

11. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

12. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

13. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is

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established voluntarily by the Company and is discretionary in nature, and any participation by the Participant is purely voluntary. Participation in the Plan with respect to this Option award shall not entitle the Participant to participate with respect to any other award in the future or benefits in lieu of Options, even if Options have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Option award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination, severance, redundancy, dismissal, end of service payment, bonus, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should this Option award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor is this Option award or the underlying Shares intended to replace any pension rights or compensation. All decisions with respect to future Options, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the Option award will not be interpreted to form an employment contract or relationship with the Company or any Affiliate of the Company. The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not increase in value, the Options will have no value. If the Participant exercises the Participant’s Option and obtains Shares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Option Price. In consideration of the grant of Options, no claim or entitlement to compensation or damages shall arise from termination of the vesting of the Option or cancellation of the Option following termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim. In the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive Options and vest in Options under the Plan, if

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any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant’s right to exercise the Options after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment and will not be extended by any notice period mandated under local law. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s Option grant.

14. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

15. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have

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different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired upon exercise of the Option. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

16. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

17. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan.

18. Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the

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meaning of the translated version is different than the English version, the English version will control.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

20. Appendix. Notwithstanding any provisions in this Award, the Option shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award.

21. Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

22. Governing Law.

(a) The laws of the State of New York, including tort claims, (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

(b) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award may bring the legal action or proceeding in the United States District Court for the Southern District of New York and any of the courts of the state of New York.

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(c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New York sitting in New York City, or the United States District Court for the Southern District of New York, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the Southern District of New York and its appellate courts, and (b) any court of the State of New York sitting in the City of New York and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

IN WITNESS WHEREOF, this Stock Option Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Leader, Winning Culture

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APPENDIX

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

INTERNATIONAL STOCK OPTION AWARD

This Appendix includes additional terms and conditions that govern the Options granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award and the Plan.

This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of October 2008. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant exercises the Option and purchases Shares or when the Participant subsequently sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, the information contained herein may not be applicable to the Participant.

CANADA

Terms and Conditions

Form of Payment. Notwithstanding Section 7(e) of the Plan, the Participant is prohibited from surrendering Shares that the Participant already owns or attesting to the ownership of Shares to pay the Option Price or any Tax-Related items in connection with the Option.

Termination of Employment. The last two sentences of Section 13 of the Award are deleted and replaced by the following:

In the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive and vest in Options under the Plan, if any, will terminate effective as of the date that is the earlier of: (1) the date the Participant receives notice of termination of employment from the Company or Employer, or (2) the date the Participant is no longer actively employed by the Company or Employer regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), the Participant’s right to exercise the Options after termination of employment, if any, will be measured by this same date. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s Option grant.

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The following provisions will apply to the Participant if the Participant is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Award, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette Attribution, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice & Consent. This provision supplements Section 15 of the Award:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Affiliate to record such information and to keep such information in the Participant’s employee file.

FRANCE

Notifications

Exchange Control Information. The Participant must comply with the exchange control regulations in France. The Participant may hold stock outside France, provided the Participant declares any bank or stock account opened, held or closed abroad to the French tax authorities on an annual basis. Furthermore, the Participant must declare to the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities exceeds €7,600 outside of the European Union.

ITALY

Terms and Conditions

Cashless Exercise Restriction. Due to regulatory requirements in Italy, the Participant will be required to exercise the Option using the cashless sell-all exercise method pursuant to which all Shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less the Option Price, any Tax-Related Items and broker’s fees or commissions, will be remitted to the Participant. The Company reserves the right to provide additional methods of exercise depending on the development of local law.

Data Privacy Consent. This consent replaces Section 15 of the Award:

The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the Participant’s personal data as described in this section of

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this Appendix by and among, as applicable, the Employer, the Company and its Affiliate for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan.

The Participant understands that the Employer, the Company and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or Affiliate, details of all Options, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, managing and administering the Plan (“Data”).

The Participant also understands that providing the Company with Data is necessary for the performance of the Plan and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Controller of personal data processing is The Dun & Bradstreet Corporation with registered offices at 103 JFK Parkway, Short Hills, New Jersey, 07078, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is D&B Italy SrL, Dun & Bradstreet SrL, and D&B Services SrL, with registered offices at Via dei Valtorta, 48, 20127 Milano, Italy.

The Participant understands that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the Plan. The Participant understands that Data may also be transferred to the independent registered public accounting firm engaged by the Company. The Participant further understands that the Company and/or any Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing the Participant’s participation in the Plan, and that the Company or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party with whom the Participant may elect to deposit any Shares acquired at exercise of the Options. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Participant has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

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Furthermore, the Participant is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s local human resources representative.

Terms of Grant. By accepting the Option, the Participant acknowledges that (1) the Participant has received a copy of the Plan, the Award and this Appendix; (2) the Participant has reviewed those documents in their entirety and fully understand the contents thereof; and (3) the Participant accepts all provisions of the Plan, the Notice of Grant, the Agreement and this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves, without limitation, the following sections of the Award: “Tax Withholding”; “No Rights to Continued Employment”; “Data Privacy” as replaced by the above consent; “Governing Law”; and “Language.”

Termination of Employment. These provisions replace Section 4(b)-(c) of the Award:

(b) Exercisability Upon Termination of Employment by Retirement. If the Participant’s employment with the Company and its Affiliates terminates by reason of or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan, qualifies for “assicurazione generale obbligatoria per la vecchiaia” following the termination date of his or her employment contract, and has provided a copy of the “pensionamento” (or application for retirement starting from the termination date if retirement has not yet been granted)), after the first anniversary of the Grant Date, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining 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 active employment or becomes exercisable during the Post-Retirement Exercise Period; provided, however, that if the Participant dies within a period of five years after such termination of employment, the unexercised portion of the Option may thereafter be exercised during the shorter of (i) the remaining term of the Option or (ii) the period that is the longer of (A) five years after the date of such termination of active 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 active employment or becomes exercisable during the Special Exercise Period.

(c) Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death, Disability or retirement (as defined in Section 4(a) above) after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, 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 active employment.

Notifications

Exchange Control Information. Exchange control reporting is required if the Participant transfer cash or Shares to or from Italy in excess of €10,000 or the equivalent amount in U.S. dollars. If the payment is made through an authorized broker resident in Italy, the broker will comply with the reporting obligation. In addition, the Participant will have exchange control reporting obligations if the Participant has any foreign investment (including Shares) held outside Italy in excess of €10,000. The reporting must be done on the Participant’s individual tax return.

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UNITED KINGDOM

Terms and Conditions

Tax Withholding. This provision supplements the Section 6 of the Award:

Participant agrees that, if Participant does not pay or the Employer or the Company does not withhold from Participant the full amount of Tax-Related Items that Participant owes at exercise of the Option, or the release or assignment of the Option for consideration, or the receipt of any other benefit in connection with the Option (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by Participant to the Employer, effective 90 day after the Taxable Event. Participant agrees that the loan will bear interest at the Her Majesty’s Revenue and Customs’ official rate and will be immediately due and repayable by Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to Participant by the Employer, by withholding in Shares issued upon exercise of the Option or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from Participant. Participant also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that Participant is an officer or executive director and Tax-Related Items are not collected from or paid by Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to Participant on which additional income tax and national insurance contributions may be able. Participant acknowledges that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 6 of the Award.

Termination of Employment. Section 4(b) does not apply to Participant’s in the United Kingdom and Section 4(c) is replaced with the following provision:

Effect of Other Termination of Employment. If the Participant’s employment with the Company and its Affiliates terminates (i) for any reason (other than death or Disability) after the first anniversary of the Grant Date) or (ii) for any reason on or prior to the first anniversary of the Grant Date, 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 active employment.

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EX-10.11

Exhibit 10.11

THE DUN & BRADSTREET CORPORATION

NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN

(As Amended and Restated effective January 1, 2009)

Directors of The Dun & Bradstreet Corporation (the “Company”) who are not employees of the Company or any of its subsidiaries (“Non-Employee Directors”) may participate in this Dun & Bradstreet Corporation Non-Employee Directors’ Deferred Compensation Plan (the “Plan”). The Plan has been amended and restated effective January 1, 2009 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All amounts deferred under the Plan are subject to, and not grandfathered for purposes of, Code Section 409A.

1. Pursuant to written deferral elections filed with the Company, Non-Employee Directors may irrevocably elect on or before December 31 of any year to defer payment of all or a specified part (in multiples of 5%) of all cash annual retainer and committee chair retainer fees (“Fees”) payable to them for their services as Non-Employee Directors during the calendar year following such election. If a Non-Employee Director does not file a new deferral election on or before December 31 of any year, he or she will be deemed to have elected to continue the election in effect for the previous year. Similarly, if a Non-Employee Director files a timely but incomplete deferral election in any year, he or she will be deemed to have elected to continue any portion of the previous year’s election not specifically superseded by the new election.

Any person who becomes a Non-Employee Director during any calendar year, and who has not been a Non-Employee Director of the Company at any time during the preceding 24-month period, may elect, within thirty (30) days of the date on which his or her term as a Non-Employee Director begins, to defer payment of all or a specified part (in multiples of 5%) of the Fees that are earned and payable with respect to the remainder of the calendar year, for services performed subsequent to the date such deferral election is executed and filed with the Company. The portion of the Fees that are earned subsequent to the date a deferral election is executed and filed shall be determined by multiplying the total Fees for the year by a fraction, the numerator of which is the number of whole months remaining in the year after the election is filed, and the denominator of which is the total number of whole months in such year during all or a portion of which such Fees are earned.

Each deferral election shall be made in the manner specified by the Compensation & Benefits Committee of the Board of Directors (the “Committee”) or its delegate. Each deferral election must specify (i) the amount of Fees to be deferred and (ii) the form of payment (lump sum or five or ten annual installments) in which amounts deferred pursuant to such election shall be paid to the Non-Employee Director after his or her Separation from Service, as defined below. Absent a timely election for installments, the default form of payment shall be a lump sum. Each year’s deferrals need not be subject to the same form of payment as the previous year’s deferrals.

A “Separation from Service” will occur on the date as of which the Company reasonably anticipates that no further services will be performed, or that the level of bona fide services the

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Non-Employee Director will perform will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period (or the full period of services to the Company, if less than thirty-six (36) months). Notwithstanding anything herein to the contrary, determination of whether a Separation from Service has occurred shall be consistent with Section 1.409A-1(h) of the Treasury Regulations.

2. Amounts deferred by each Non-Employee Director shall be credited to an account in his or her name, which is adjusted periodically according to deemed investments elected by the Non-Employee Director. Credits to each Non-Employee Director’s account and adjustments for the performance of the funds in which the account is deemed to be invested shall be made in the same manner as credits and adjustments are made to participants’ accounts in The Dun & Bradstreet Corporation 401(k) Plan (or successor plan) (the “Employee Plan”).

Each Non-Employee Director may select from one or more of the funds available in the Employee Plan for the deemed investment of Fees deferred into the account described above. Deemed investment elections shall be in increments of one percent (1%) and shall be made in the manner specified by the Committee or its delegate. Each Non-Employee Director will have an opportunity to select the fund(s) into which deferred Fees are deemed to be invested at the time he or she initially elects to defer the Fees. Subject to the limitation described below with respect to the Dun & Bradstreet Common Stock Fund, Non-Employee Directors may make new deemed investment elections applicable to existing account balances or future deferrals, or both, at any time. Such elections shall be effective as of the date comparable elections under the Employee Plan would be effective. In the event a Non-Employee Director fails to make a deemed investment election concurrently with a deferral election, his or her most recent deemed investment election shall be applied to amounts deferred pursuant to the election. If the Non-Employee Director does not have a deemed investment election on file with the Company, his or her deferrals shall be deemed to be invested in the age appropriate BGI LifePath fund or such other fund determined by the Committee to be the default deemed investment fund.

Any amount deferred by a Non-Employee Director that is, pursuant to his or her election, deemed to be invested in the Dun & Bradstreet Common Stock Fund immediately upon deferral shall be credited to the Non-Employee Director’s account in an amount equal to one hundred and ten percent (110%) of the amount deferred (with such full amount treated as deferred Fees for all purposes hereunder). Notwithstanding anything herein to the contrary, the deemed investment of any such deferrals (as well as the additional ten percent (10%) credited pursuant to the preceding sentence), as adjusted according to the performance of the fund, may not be changed for a period of three (3) years from the date the deferral is initially credited to the account.

3. The Non-Employee Director’s account, giving effect to the investment performance of the fund(s) to which deferred Fees were credited, shall be paid to the Non-Employee Director in the form(s) of payment elected by the Non-Employee Director in the deferral election(s) referred to in Paragraph 1 above. The lump sum payment or the first installment, as applicable, shall be paid on the tenth day of the calendar year immediately following the calendar year in which the Non-Employee Director incurs a Separation from Service from the Company, subject to any additional deferral pursuant to paragraph 5. Subsequent installments, if any, shall be made on the tenth day of each succeeding calendar year until the entire amount credited to the Non-Employee Director’s account shall have been paid. Each installment payment made pursuant to the Plan shall be deemed to be a separate payment for purposes of Code Section 409A. Notwithstanding any deferral election or anything contained herein to the contrary, the Company may, in its sole and

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absolute discretion, commence the distribution, or accelerate the distribution, of a Non-Employee Director’s account, to the extent and under the circumstances such acceleration is permitted by Code Section 409A and the regulations thereunder. The Non-Employee Director shall not have any election, direct or indirect, with respect to any exercise of such discretion by the Company.

The amount of each installment shall be determined by multiplying the balance of the portion of the Non-Employee Director’s account to be paid in five or ten installments, as applicable, as of the last business day of the calendar year immediately preceding the installment payment date by a fraction, the numerator of which shall be one and the denominator of which shall be the number of installment payments over which payment of such amount is to be made, less the number of installments theretofore made. Thus, if payment is to be made in ten installments, the fraction for the first installment shall be  ¹/10th, for the second installment  ¹/ 9th, and so on.

Notwithstanding anything herein to the contrary, if a Non-Employee Director is determined by the Company to be a specified employee for purposes of Code Section 409A, no amount payable under this Section upon his or her Separation from Service shall be paid to him or her before the date immediately after the expiration of the six-month period following the Non-Employee Director’s Separation from Service. In such case, the amount of the lump sum payment or the first installment, as applicable, shall be determined with respect to the balance of the Non-Employee Director’s account as of the tenth day immediately preceding the payment date.

4. If a Non-Employee Director should die before full payment of all amounts credited to the Non-Employee Director’s account, the full amount credited to the account as of December 31 of the year of the Non-Employee Director’s death shall be paid on the tenth day of the calendar year following the year of death to the Non-Employee Director’s estate or to such beneficiary or beneficiaries as previously designated by the Non-Employee Director in a written notice delivered to the Secretary of the Company.

5. A Non-Employee Director may revise the form of payment specified in any of his or her deferral elections, but any such revised election shall be irrevocable on the date it is delivered to the Company and (i) shall not take effect until twelve (12) months after the date on which it is delivered to the Company, (ii) except in the case of payment by reason of the Non-Employee Director’s death, must defer payment to a date that is not less than five (5) years from the date such payment would otherwise have been made, and (iii) shall be effective only if it is made not less than twelve (12) months before the date the payment is scheduled to be paid or commence.

6. The right of a Non-Employee Director to any deferred Fees and/or the interest thereon shall not be subject to assignment by the Non-Employee Director. If a Non-Employee Director does make an assignment of any deferred Fees and/or the interest thereon, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment has been made.

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7. If there is a “Change in Control” of the Company, as defined in Paragraph 8:

a) The total amount to the credit of each Non-Employee Director’s account under the Plan shall be paid to the Non-Employee Director in a lump sum within thirty (30) days from the date of such Change in Control; provided, however, if such payment is not made within such 30-day period, the amount to the credit of the Non-Employee Director’s account shall be credited with interest from the date of such Change in Control until the actual payment date at an annual rate equal to the yield on 90-day U.S. Treasury Bills plus one percentage point. For this purpose the yield on U.S. Treasury Bills shall be the rate published in The Wall Street Journal on the first business day of the calendar month in which the Change in Control occurred.

b) The Plan shall terminate as of the date of the Change in Control and no further deferrals may be made hereunder.

8. A “Change in Control” of the Company means the occurrence of any of the following events, but only to the extent such event constitutes a “change in control event” as that term is defined for purposes of Code Section 409A:

(a) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the Company’s stock, but only if such person or group is not considered to effectively control the Company (within the meaning of Section 1.409A-3(i)(5)(vi) of the Treasury Regulations) prior to such acquisition.

(b) a majority of members of the Board of Directors of the Company (the “Board”) is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company, but not including persons solely because they purchase or own stock of the Company at the same time or as a result of the same public offering), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company, but only if such person or group was not considered to own more than fifty percent (50%) of the total voting power of the stock of the Company prior to such acquisition; or

(d) any one person, or more than one person acting as a group (including owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets, or similar business transaction with the Company, but not including persons solely because they purchase assets of the Company at the same time), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by

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such person or group) assets from the Company that have a total gross fair market value (determined without regard to any liabilities associated with such assets) equal to or more than ninety percent (90%) of the total gross fair market value of all of the assets of the Company (determined without regard to any liabilities associated with such assets) immediately before such acquisition or acquisitions, except where the assets are transferred to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company immediately after the asset transfer, (iii) a person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company immediately after the asset transfer, or (iv) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in (iii), above, immediately after the asset transfer.

9. Notwithstanding any provision herein to the contrary, amounts payable under this Plan shall not be funded and shall be made out of the general funds of the Company; provided, however, that the Company reserves the right to establish one or more trusts to provide alternate sources of benefit payments under this Plan so long as the funding of any such trust is permitted under Code Section 409A; provided, further, however, that upon the occurrence of a “Potential Change in Control” of the Company, as defined below, the appropriate officers of the Company are authorized to make transfers to such a “rabbi” trust fund, established as an alternate source of benefits payable under the Plan, as are necessary to fund the lump sum payments to Non-Employee Directors required pursuant to Paragraph 7 of this Plan in the event of a Change in Control of the Company; provided, further, however, that if payments are made from such trust fund, such payments will satisfy the Company’s obligations under this Plan to the extent made from such trust fund.

For the purposes of this Plan, “Potential Change in Control” means:

a) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Company;

b) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company;

c) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or a company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing nine and one-half percent (9.5%) or more of the combined voting power of the Company’s then outstanding securities, increases such person’s beneficial ownership of such securities by five percent (5%) or more over the percentage so owned by such person; or

d) the Board adopts a resolution to the effect that, for purposes of this Plan, a Potential Change in Control of the Company has occurred.

10. The Committee shall be responsible for the administration of the Plan and may delegate

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to any management committee, employee, director, or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion. The Committee shall have full authority to interpret the provisions of the Plan and construe all of its terms, to adopt, amend and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable, other than those determinations delegated to management employees or independent third parties by the Board. All of its rules, interpretations and decisions shall be applied in a uniform manner to all Non-Employee Directors similarly situated and decisions of the Committee shall be conclusive and binding on all persons. The procedure for presenting claims under the Plan and appealing denials thereof shall be as set forth in Appendix A. Any action permitted to be taken by the Committee may be taken by the Board, in its discretion.

11. The Company shall have the right to deduct from any amount deferred or any payment of a Non-Employee Director’s account hereunder, any amount required to satisfy its obligation to withhold federal, state and local taxes, fees or other similar liabilities.

12. Neither participation in the Plan nor any action under the Plan shall be construed to give any Non-Employee Director a right to be retained in the service of the Company.

13. The Plan may be modified, amended, or revoked at any time by the Board. Any amendment by the Board shall be effective only to the extent such amendment does not cause the terms of the Plan or any amount deferred hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

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

15. All amounts credited to each Non-Employee Director’s account or otherwise credited or accrued under this Plan are deferred compensation and subject to Code Section 409A. This Plan is intended to comply with that provision of the Code and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, any affected Non-Employee Director or beneficiary shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

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Appendix A – Claims Procedures

(a) Filing of Claims. Any Non-Employee Director or beneficiary, or his or her authorized representative, (the “claimant”) may file a written claim for a Plan benefit with the Compensation & Benefits Committee of the Board of Directors, excluding, if applicable, the claimant (the “Committee”) or its delegate. Claims shall be determined in accordance with the terms of the Plan, which will be applied consistently with respect to similarly situated claimants. Claimants must use and exhaust the Plan’s administrative claims and review procedure before bringing suit in either state or federal court. The Committee will give each claimant’s request for benefits a full and fair review.

(b) Notice of Denial of Claim. If the Committee denies a claim, in whole or part, it will furnish a written notice of the denial to the claimant. The written notification shall be given to the claimant within ninety (90) days after receipt of his claim by the Committee unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original ninety (90)-day period, and such notice shall indicate the special circumstances which make the postponement appropriate and the date by which the Committee expects to render a decision. In no event may the extension exceed a total of one hundred and eighty (180) days from the date of the original receipt of the claim. In the event of a denial of any benefit requested by any claimant, the claimant shall be given a written notification containing:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary; and

(iv) appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review.

If a claim is denied, the claimant may file for a review as described in the following subsection (c).

(c) Right of Review. In the event of a denial of benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Committee issues and comments in writing. In addition, the claimant may make a written request for a full and fair review of his claim and its denial by the Committee. Such written request must be received by the Committee within sixty (60) days after receipt by the claimant of written notification of the denial of the claim. The claimant may submit written comments, documents, records and other information relating to the claim for benefits, whether or not those comments, documents, records or other information were submitted in connection with the initial claim. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The claim for review must be given a full and fair review.

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(d) Decision on Review. A decision shall be rendered by the Committee within sixty (60) days after the receipt of the request for review. However, where special circumstances make a longer period for decision necessary or appropriate, the Committee’s decision may be postponed on written notice to the claimant (prior to the expiration of the initial sixty (60)-day period) for an additional sixty (60) days. Such notice shall describe the circumstances requiring the extension of time and the date by which the Committee expects to render a decision. In no event shall the Committee’s decision be rendered more than one hundred and twenty (120) days after the receipt of the request for review.

Any decision by the Committee shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. If the claim for benefits is denied on review, the claimant will receive written notice of the denial. The notice will include the following information:

(i) the specific reason or reasons for the denial;

(ii) specific reference to the pertinent Plan provisions on which the denial is based;

(iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits; and

(iv) a statement of any voluntary appeal procedures offered by the Plan.

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EX-10.12

Exhibit 10.12

2000 DUN & BRADSTREET CORPORATION

NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

1. Purpose of the Plan

The purpose of the Plan is to aid the Company in attracting, retaining and compensating non-employee directors and to enable them to increase their ownership of Shares. The Plan will be beneficial to the Company and its shareholders since it will allow non-employee directors of the Board to have a greater personal financial stake in the Company through the ownership of Shares, in addition to underscoring their common interest with shareholders 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) Award: An Option or Other Stock-Based Award granted pursuant to the Plan.

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

(c) 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 entity 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, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section, a director designated by any Person (including the Company) who publicly announces an intention to take or 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

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

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

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

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

(e) Company: The Dun & Bradstreet Corporation.

(f) Disability: Inability to continue to serve as a non-employee director of the Board due to a medically determinable physical or mental impairment which constitutes a permanent and total disability, as determined by the 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.

(g) Effective Date: The latest date on which the Plan was approved by shareholders, as set forth in Section 14 of the Plan.

(h) 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

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the value established by the Board in good faith in accordance with Section 1.409A-1(b)(5)(iv)(B) of the Treasury Regulations (or any similar provision(s)). 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.

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

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

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

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

(m) Plan: The 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan.

(n) Retirement: Except as otherwise provided in an Award agreement, a Participant’s Separation from Service 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), a Separation from Service at an earlier age after the Participant has completed six or more years of service with the Company.

(o) Separation from Service: A Separation from Service will occur on the date as of which the Company reasonably anticipates that no further services will be performed, or that the level of bona fide services the Participant will perform will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed over the immediately preceding thirty-six-month period (or the full period of services to the Company, if less than thirty-six (36) months). Notwithstanding anything herein to the contrary, determination of whether a Separation from Service has occurred shall be consistent with Section 1.409A-1(h) of the Treasury Regulations. The terms “terminate service,” “termination of service,” and similar terms as used herein mean a Separation from Service.

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

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

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3. Shares Subject to the Plan

The total number of Shares that may be issued under the Plan is 400,000 in addition to any Shares remaining from the original authorization of 300,000 approved by shareholders of the Company as of the 2001 Annual Meeting. Against the Shares remaining in the Plan, Awards (excluding Other Stock-Based Awards) count as 1 issued Share; Other Stock-Based Awards granted after the Effective Date count as 2.6 issued Shares. 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 subject to Awards that 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

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Shares for which it is then exercisable. For purposes of Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or (iii) in the following sentence. The purchase price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election of the Participant (i) in cash, (ii) in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the Board, (iii) partly in cash and partly in such Shares or (iv) through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate Option Price for the Shares being purchased. No Participant shall have any rights to dividends or other rights of a shareholder of the Company with respect to Shares subject to an Option until the occurrence of the exercise date (determined as set forth above) and, if applicable, the satisfaction of any other conditions imposed by the Board pursuant to the Plan. Unless the vesting of an Option is otherwise accelerated pursuant to Section 7(e), 7(f) or 7(g), the unvested portion of the Option will terminate upon the Participant’s termination of service for any reason.

(e) Exercisability Upon Termination of Service by Reason of 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 Reason of 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 death, 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 exercisable shall terminate as of the date of death, 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

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the laws of descent and distribution and during the lifetime of a Participant an Option shall be exercisable only by the Participant. An Option exercisable after the death of a Participant or a transferee pursuant to the following sentence may be exercised by the legatees, personal representatives or distributees of the Participant or such transferee. The Board may, in its discretion, authorize all or a portion of the Options previously granted or to be granted to a Participant to be on terms which permit irrevocable transfer for no consideration by such Participant to any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, trusts for the exclusive benefit of these persons, and any other entity owned solely by these persons (“Eligible Transferees”), provided that (x) the Option agreement pursuant to which such Options are granted must be approved by the Board, and must expressly provide for transferability in a manner consistent with this Section and (y) subsequent transfers of transferred Options shall be prohibited except those in accordance with the first sentence of this Section 6(h). The Board may, in its discretion, amend the definition of Eligible Transferees to conform to the coverage rules of Form S-8 under the Securities Act of 1933 or any comparable Form from time to time in effect. Following transfer, any such Options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of service of Sections 6(e), 6(f) and 6(g) hereof shall continue to be applied with respect to the original Participant, following which the Options shall be exercisable by the transferee only to the extent, and for the periods specified, in Sections 6(e), 6(f) and 6(g). The Board may delegate to a committee consisting of employees of the Company the authority to authorize transfers, establish terms and conditions upon which transfers may be made and establish classes of Options eligible to transfer options, as well as to make other determinations with respect to option transfers.

7. Other Stock-Based Awards

The Board, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Board shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Board shall determine to whom and when Other Stock-Based Awards will be made; the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, any vesting or deferral provisions thereof).

8. Adjustments Upon Certain Events

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

(a) Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other than regular cash dividends or any transaction similar

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to the foregoing, the Board in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to (i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any other affected terms of such Awards. Notwithstanding the foregoing, all substitutions and adjustments shall be made in accordance with Section 1.409A-1(b)(5) of the Treasury Regulations (or any similar provision(s)) and no Shares may be substituted with shares that are not “service recipient stock,” as defined therein.

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

9. No Right to Awards

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

10. Successors and Assigns

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

11. Amendments or Termination

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which, (a) without the approval of the shareholders 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. Any amendment by the Board shall be effective only to the extent such amendment does not cause the terms of the Plan or any Award to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.

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

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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 Effective Date is May 2, 2007, the date the amended Plan was approved by shareholders at the Company’s 2007 Annual Meeting of Shareholders. The Plan has been subsequently amended to comply with Code Section 409A.

15. Code Section 409A

This Plan and all Awards are intended to be exempt from or comply with Code Section 409A pursuant to guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, any affected Participant or beneficiary shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service. Any reference herein to Code Section 409A or to Section 1.409A of the Treasury Regulations shall be interpreted to refer to any successor section of the Code, the Treasury Regulations or other guidance issued by the U.S. Internal Revenue Service, as appropriate.

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EX-10.13

Exhibit 10.13

2000 DUN & BRADSTREET CORPORATION

NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

[Award Date]

This RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to (the “Participant”) as of this day of, (year) (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to the 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan restricted stock units (“RSUs”). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor, and no rights as a shareholder, of the Company.

2. Payment. Subject to Sections 3 and 8, the restrictions on the RSUs shall lapse and the underlying Shares shall be deliverable on the “Payment Date” which shall be the earlier of (x) the third anniversary of the Award Date or (y) the Participant’s Separation from Service for any reason.

3. Additional Deferral. In accordance with a valid and timely election, the Participant may delay the Payment Date to the date of the Participant’s Separation from Service. An election to defer will be considered timely only if it is filed on or before December 31 prior to the Award Date (the “Deferral Election Deadline”). Such election will become irrevocable as of the Deferral Election Deadline.

4. Voting. The Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares.

5. Dividend Equivalents. Unless the Board determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (which may include fractional RSUs) based on the Fair Market Value (as defined in the Plan) of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid.

6. Transfer Restrictions. The RSUs are not subject to assignment by the Participant. If a Participant does make an assignment of any RSUs, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment has been made.

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7. Withholding Taxes. Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to deliver the Shares that all applicable withholding taxes be satisfied in full by the Participant. The Company is authorized to satisfy the minimum statutory withholding taxes (including withholding pursuant to applicable tax equalization policies of the Company or its Subsidiaries) arising from the delivery of the Shares by deducting from the total number of Shares to be delivered that number of Shares having a Fair Market Value equal to the applicable amount of withholding taxes due.

8. Change in Control. Subject to Section 9, if there is a Change in Control of the Company, any undelivered Shares underlying the RSUs shall become deliverable (such accelerated payment date, also being referred to herein as a Payment Date).

9. Delivery of Shares. Until the Company determines otherwise and subject to Section 12, delivery of Shares on the applicable Payment Date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company. In connection with a Change in Control of the Company, the Company will deliver Shares on the accelerated Payment Date provided the actual Change in Control is a permissible distribution event under Section 409A of the Internal Revenue Code (the “Code”) and, if otherwise, the Company will deliver the Shares on the scheduled Payment Date. If (i) a Participant becomes entitled to a delivery of the Shares underlying his or her RSUs by reason of the Participant’s Separation from Service, and (ii) the Company determines that the Participant is a “specified employee,” as that term is used in Code Section 409A, upon the Participant’s Separation from Service, the Company will not deliver the Shares before the date after the expiration of the six-month period immediately following the Participant’s Separation from Service or, if earlier, the date of the Participant’s death.

10. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Office of the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Board arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

11. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

12. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

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13. Governing Law. This Award shall be governed by the laws of the State of New York, U.S.A., without regard to choice of laws principles thereof.

14. Code Section 409A. This Award is intended to comply with Code Section 409A and all guidance issued thereunder by the U.S. Internal Revenue Service in all respects and shall be administered in a manner consistent with such intent. If an unintentional operational failure occurs with respect to Code Section 409A requirements, the Participant shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the U.S. Internal Revenue Service.

IN WITNESS WHEREOF, this Restricted Stock Unit Award Agreement has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Senior Vice President, General Counsel and Corporate Secretary

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EX-10.14

Exhibit 10.14

THE DUN & BRADSTREET CORPORATION

2000 STOCK INCENTIVE PLAN

INTERNATIONAL RESTRICTED STOCK UNIT AWARD

(MM/DD/YYYY)

This RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to Name (the “Participant”) as of this DD day of Month, 2008 (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN, as amended and restated effective January 1, 2009 (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.

1. Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan #RSUs restricted stock units (“RSUs”). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder, of the Company.

2. Vesting. Subject to Sections 3, 4 and 9 below, the restrictions on the applicable percentage of RSUs shall lapse and such percentage of RSUs shall vest on each “Vesting Date” set forth in the following schedule provided the Participant remains in the continuous active employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date:

Vesting Date	Percentage of RSUs Vested	# of RSUs Vested
MM/DD/YYYY	20%	#RSUs
MM/DD/YYYY	30%	#RSUs
MM/DD/YYYY	50%	#RSUs

3. Termination of Employment Before One Year Anniversary of Grant. If the Participant’s active employment with the Company and its Affiliates terminates for any reason prior to the one year anniversary of the grant, the Participant shall forfeit all rights to and interests in the RSUs.

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4. Termination of Employment On or After One Year Anniversary of Grant. If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to Retirement (as defined in the Plan), death or Disability (as defined in the Plan), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than Retirement, death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

5. Voting. The Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares.

6. Dividend Equivalents. Unless the Committee determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (which may include fractional RSUs) based on the Fair Market Value (as defined in the Plan) of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid.

7. Transfer Restrictions. The RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs shall immediately become null and void and shall be forfeited.

8. Withholding Taxes.

(a) Regardless of any action the Company or the Participant’s employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Company and/or the Employer

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(1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU grant, including the grant, vesting or settlement of the RSU, the subsequent sale of Shares acquired and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Company and/or Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Notwithstanding anything to the contrary contained in this Award, it is a condition to the obligation of the Company to issue and deliver the Shares that the Participant shall pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all withholding of Tax-Related Items and payment on account obligations of the Company and/or the Employer. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to withhold all applicable Tax-Related Items by one or a combination of the following: (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, (2) from proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization), or (3) withholding from Shares to be issued upon vesting of the RSU.

(c) To avoid negative accounting treatment, the Company may withhold or account for Tax-Related items (including withholding pursuant to applicable tax equalization policies of the Company or its Affiliates) by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(d) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of

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the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this section.

9. Change in Control. If there is a Change in Control of the Company, any unvested RSUs shall become fully vested provided the Participant remains in the continuous employ of the Company or its Affiliates from the Award Date until the date of the Change in Control (such accelerated vesting date, also being referred to herein as a Vesting Date).

10. Delivery of Shares. Until the Company determines otherwise, delivery of Shares on each applicable Vesting Date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.

11. Change in Capital Structure. The terms of this Award, including the number of RSUs, shall be adjusted in accordance with Section 10 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.

12. Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

13. Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.

14. No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the

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Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is established voluntarily by the Company and is discretionary in nature, and any participation by the Participant is purely voluntary. Further, the future value of the underlying Shares is unknown and cannot be predicted with certainty. Participation in the Plan with respect to this award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the employee’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination, severance, redundancy, dismissal, end of service payment, bonuses, long-service awards, retirement, pension, welfare benefits, or any other employee benefits. In no event should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are RSUs and the Shares subject to the RSUs intended to replace any pension rights or compensation. All decisions with respect to future RSUs, if any, will be at the sole discretion of the Company. In the event that the Participant is not an employee of the Company, the RSU grant will not be interpreted to form an employment contract or relationship with the Company, the Employer or any Affiliate of the Company. In consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Participant’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Agreement, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim. In the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive RSUs and vest in RSUs under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or

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similar period pursuant to local law). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s RSU grant.

15. Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.

16. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares acquired under the RSU. The Participant understands that Data will be held

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only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

17. Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.

18. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.

19. Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

21. Appendix. Notwithstanding any provisions in this Award, the RSU shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms

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and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part of this Award.

22. Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

23. Governing Law.

(a) The laws of the State of New York, including tort claims, (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

(b) Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award may bring the legal action or proceeding in the United States District Court for the Southern District of New York and any of the courts of the state of New York.

(c) Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New York sitting in New York City, or the United States District Court for the Southern District of New York, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

(d) Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the Southern District of New York and its appellate courts, and (b) any court of the State of New York sitting in the City of New York and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

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IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
By:
	Patricia A. Clifford Leader, Winning Culture

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APPENDIX

THE DUN & BRADSTREET CORPORATION

2005 STOCK INCENTIVE PLAN

INTERNATIONAL RESTRICTED STOCK UNIT AWARD

This Appendix includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award and the Plan.

This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of October 2008. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the RSUs or sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working, the information contained herein may not be applicable to the Participant.

ARGENTINA

Terms and Conditions

Securities Law Information. Neither the RSUs nor the underlying Shares are publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Information. If the Participant transfers proceeds in excess of US$2,000,000 from the sale of Shares into Argentina in a single month, the Participant will be required to place 30% of any proceeds in excess of US$2,000,000 in a non-interest-bearing, dollar-denominated mandatory deposit account for a holding period of 365 days.

BELGIUM

Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:

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If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan and is eligible for and will receive pension benefits directly following the termination date of his or her employment contract), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than death, Disability or retirement (as defined in the following sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

CANADA

Terms and Conditions

Termination of Employment. The last two sentences of Section 14 of the Award are deleted and replaced by the following:

In the event of involuntary termination of the Participant’s employment (whether or not in breach of local labor laws), the Participant’s right to receive and vest in RSUs under the Plan, if any, will terminate effective as of the date that is the earlier of: (1) the date the Participant receives notice of termination of employment from the Company or Employer, or (2) the date the Participant is no longer actively employed by the Company or Employer regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to statutory law, regulatory law and/or common law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the Participant’s RSU grant.

The following provisions will apply if the Participant is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that this Award, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de cette Attribution ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy Notice & Consent. This provision supplements Section 16 of the Award:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Affiliate and the administrator of the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Affiliate to record such information and to keep such information in the Participant’s employee file.

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CHINA

Terms and Conditions

Immediate Sale Restriction. For Chinese national employees subject to exchange control laws, all Shares acquired at vesting of the RSUs will be immediately sold on the Participant’s behalf and at the Participant’s authorization. The Participant will receive the sale proceeds less any Tax-Related Items and broker’s fees or commissions. The Participant will not be entitled to hold any Shares.

Notifications

Exchange Control Information. The Participant understands and agrees that, due to exchange control laws in China, the Participant will be required to immediately repatriate to China the cash proceeds from the sale of any Shares acquired at vesting of the RSUs. The Participant further understands that, under local law, such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company or Affiliate of the Company, and the Participant hereby consents and agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such special account prior to being delivered to the Participant. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange controls in China.

FRANCE

Notifications

Exchange Control Information. The Participant must comply with the exchange control regulations in France. The Participant may hold stock outside France, provided the Participant declares any bank or stock account opened, held or closed abroad to the French tax authorities on an annual basis. Furthermore, the Participant must declare to the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities exceeds €7,600 outside of the European Union.

HONG KONG

Terms and Conditions

Warning: The RSUs and Shares issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Award, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Employer, the Company Affiliate and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Award, including this Appendix, or the Plan, the Participant should obtain independent professional advice.

Vesting. This provision supplements Section 2 of the Award.

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In the event the Participant’s RSUs vest and Shares are issued to the Participant within six months of the grant date, the Participant agrees that he or she will not dispose of any Shares acquired prior to the six-month anniversary of the grant date.

Notifications

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

ITALY

Terms and Conditions

Data Privacy Consent. This provision replaces Section 16 of the Award:

The Participant hereby explicitly and unambiguously consents to the collection, use, processing and transfer, in electronic or other form, of the Participant’s personal data as described in this section of this Appendix by and among, as applicable, the Employer, the Company and its Affiliate for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan.

The Participant understands that the Employer, the Company and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or Affiliate, details of all RSUs, or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, managing and administering the Plan (“Data”).

The Participant also understands that providing the Company with Data is necessary for the performance of the Plan and that the Participant’s refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Controller of personal data processing is The Dun & Bradstreet Corporation with registered offices at 103 JFK Parkway, Short Hills, New Jersey, 07078, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is D&B Italy SrL, Dun & Bradstreet SrL, and D&B Services SrL, with registered offices at Via dei Valtorta, 48, 20127 Milano, Italy.

The Participant understands that Data will not be publicized, but it may be transferred to banks, other financial institutions, or brokers involved in the management and administration of the Plan. The Participant understands that Data may also be transferred to the independent registered public accounting firm engaged by the Company. The Participant further understands that the Company and/or any Affiliate will transfer Data among themselves as necessary for the purpose of implementing, administering and managing the Participant’s participation in the Plan, and that the Company or Affiliate may each further transfer Data to third parties assisting the Company in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or

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other third party with whom the Participant may elect to deposit any Shares acquired at vesting of the RSUs. Such recipients may receive, possess, use, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that these recipients may be located in or outside the European Economic Area, such as in the United States or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto, as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Participant has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.

Furthermore, the Participant is aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s local human resources representative.

Terms of Grant. By accepting the RSUs, the Participant acknowledges that (1) the Participant has received a copy of the Plan, the Award and this Appendix; (2) the Participant has reviewed those documents in their entirety and fully understands the contents thereof; and (3) the Participant accepts all provisions of the Plan, the Award and this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves, without limitation, the following sections of the Agreement: “Withholding Taxes”; “No Rights to Continued Employment”; “Data Privacy” as replaced by the above consent; “Governing Law”; and “Language.”

Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:

If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan, qualifies for “assicurazione generale obbligatoria per la vecchiaia” following the termination date of his or her employment contract, and has provided a copy of the “pensionamento” (or application for retirement starting from the termination date if retirement has not yet been granted)), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than death, Disability or retirement (as defined in the following sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

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Notifications

Exchange Control Information. Exchange control reporting is required if the Participant transfers cash or Shares to or from Italy in excess of €10,000 or the equivalent amount in U.S. dollars. If the payment is made through an authorized broker resident in Italy, the broker will comply with the reporting obligation. In addition, the Participant will have exchange control reporting obligations if the Participant has any foreign investment (including Shares) held outside Italy in excess of €10,000. The reporting must be done on the Participant’s individual tax return.

JAPAN

There are no country-specific provisions.

NETHERLANDS

Terms and Conditions

Securities Law Information. The Participant should be aware of Dutch insider-trading rules, which may impact the sale of Shares acquired at vesting of the RSUs. In particular, the Participant may be prohibited from effectuating certain transactions involving Shares during the period in which the Participant possesses “inside information” regarding the Company.

By accepting the RSUs, the Participant acknowledges having read and understood the Securities Law Information and further acknowledges that it is the Participant’s responsibility to comply with the following Dutch insider trading rules:

Under Article 46 of the Act on the Supervision of the Securities Trade 1995, anyone who has “inside information” related to the Company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is knowledge of a detail concerning the issuer to which the securities relate that is not public and which, if published, would reasonably be expected to affect the stock price, regardless of the development of the price. The insider could be any employee of the Company or an Affiliate in the Netherlands who has inside information as described herein.

Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:

If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan and is eligible to receive and will receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract) any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than death, Disability or retirement (as defined in the following sentence) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

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SINGAPORE

Terms and Conditions

Securities Law Information. The grant of RSUs are being made in reliance of section 273(1)(f) of the Securities and Futures Act (Cap. 289) (“SFA”) for which it is exempt from the prospectus and registration requirements under the SFA.

Notifications

Director Notification Requirement. Directors of a Singaporean Subsidiary and/or Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., unvested RSUs, Shares, etc.) in the Company or any Affiliate within two (2) days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming a director.

UNITED KINGDOM

Terms and Conditions

Withholding Taxes. This provision supplements Section 8 of the Award:

The Participant agrees that if the Participant does not pay or the Employer or the Company does not withhold from the Participant the full amount of Tax-Related Items that the Participant owes due to the vesting of the RSUs, or the release or assignment of the RSUs for consideration, or the receipt of any other benefit in connection with the RSUs (the “Taxable Event”) within 90 days after the Taxable Event, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the amount that should have been withheld shall constitute a loan owed by the Participant to the Employer, effective 90 days after the Taxable Event. The Participant agrees that the loan will bear interest at the Her Majesty’s Revenue and Customs’ official rate and will be immediately due and repayable by the Participant, and the Company and/or the Employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Employer, by withholding in Shares issued upon vesting and settlement of the RSUs or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Participant. The Participant also authorizes the Company to delay the issuance of any Shares to the Participant unless and until the loan is repaid in full.

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and Tax-Related Items are not collected from or paid by the Participant within 90 days of the Taxable Event, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant acknowledges that the Company or the Employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 8 of the Award.

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RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the RSUs are payable in Shares only.

Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:

If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant due to death or Disability (as defined in the Plan), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s active employment with the Company and its Affiliates terminates on or after the one year anniversary of the grant for any reason other than death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

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EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Steven W. Alesio, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Steven W. Alesio

Steven W. Alesio

Chairman and Chief Executive Officer

Date: November 6, 2008

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Anastasios G. Konidaris, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer

Date: November 6, 2008

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation (the “Company”) for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven W. Alesio, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven W. Alesio

Steven W. Alesio

Chairman and Chief Executive Officer

November 6, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of The Dun & Bradstreet Corporation (the “Company”) for the period ending September 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anastasios G. Konidaris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Anastasios G. Konidaris
	Anastasios G. Konidaris
	Senior Vice President and Chief Financial Officer

November 6, 2008

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.