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Change in Control Agreement - The New Dun & Bradstreet Corp.

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                                                                     [MASTER 2X]
                                                                PRIOR AGREEMENTS



                                                                   June 29, 1998



PERSONAL AND CONFIDENTIAL

[NAME]
[ADDRESS]
[ADDRESS]


Dear [FIRST_NAME]:

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

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

            In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement (the "Agreement") in the event your employment with the Company
is terminated under the circumstances described below subsequent to a Change in
Control. No provision of this letter agreement shall be effective for any
purpose whatsoever except upon the occurrence of either a "Potential Change in
Control" (as such term is defined in Section 2) or a Change in Control. This
letter
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agreement supersedes any previous letter agreement(s) between you and the
Company relating to this subject matter.

            1. Term of Agreement. This Agreement shall commence on June 29,
1998, and shall continue in effect through December 31, 2000; provided, however,
that commencing on January 1, 2001, and each January 1 thereafter, the term of
this Agreement shall automatically be extended for one additional year unless,
not later than September 30th of the preceding year, the Company or you shall
have given notice to the other that it or you, respectively, does not wish to
extend this Agreement, provided, however, that no such notice shall be effective
if a Change in Control or Potential Change in Control shall have occurred prior
to the date of such notice; and provided, further, that if a Change in Control
shall have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of not less than twenty-four
(24) months beyond the month in which such Change in Control occurred.

            2. Change in Control; Potential Change in Control. (i) No benefits
shall be payable hereunder unless there shall have been a Change in Control, as
set forth below. For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if

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

            (b) during any period of twenty-four months (not including any
      period prior to the execution of this Agreement), individuals who at the
      beginning of such period constitute the Board, and any new director (other
      than (1) a director designated by a person who has entered into an
      agreement with the Company to effect a transaction described in clause
      (a), (c) or (d) of this Section, (2) a director designated by any Person
      (including the Company) who publicly announces an intention to take or to
      consider taking actions (including, but not limited to, an actual or
      threatened proxy contest) which if consummated would constitute a Change
      in Control or (3) a director designated by any Person who is the
      Beneficial Owner, directly or indirectly, of securities of the Company
      representing 10% or more of the combined voting power of the Company's
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      securities) whose election by the Board or nomination for election by the
      Company's shareholders was approved by a vote of at least two-thirds (2/3)
      of the directors then still in office who either were directors at the
      beginning of the period or whose election or nomination for election was
      previously so approved cease for any reason to constitute at least a
      majority thereof;

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

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

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

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

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

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

            (iii) You agree that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control, you will remain in the
employ of the Company until the earliest of (a) a date which is 180 days from
the occurrence of such Potential Change in Control, (b) the termination by you
of your employment by reason of Disability as defined in Subsection 3(ii), or
(c) the date on which you first become entitled under this Agreement to receive
the benefits provided in Section 4(iii) below.
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            3. Termination Following Change in Control. (i) General. If any of
the events described in Section 2 constituting a Change in Control shall have
occurred, you shall be entitled to the benefits provided in Section 4(iii) upon
the subsequent termination of your employment during the term of this Agreement
unless such termination is (a) because of your death or Disability, (b) by the
Company for Cause, or (c) by you other than for Good Reason. If your employment
with the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the twenty-four month period set forth in Section 1 of this
Agreement will commence upon the subsequent occurrence of a Change in Control,
your actual termination shall be deemed a termination occurring during such
twenty-four month period and covered by Section 3 of this Agreement, your Date
of Termination shall be deemed to have occurred immediately following the Change
in Control, and Notice of Termination shall have been deemed to have been given
by the Company immediately prior to your actual termination.

            (ii) Disability. If, as a result of your incapacity due to physical
or mental illness or disability, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is thereafter given
you shall not have returned to the full-time performance of your duties, your
employment may be terminated for "Disability".

            (iii) Cause. Termination by the Company of your employment for
"Cause" shall mean termination: (a) upon the willful and continued failure by
you to substantially perform your duties with the Company (other than any such
failure resulting from your incapacity due to physical or mental illness or any
such actual or anticipated failure after the issuance of a Notice of Termination
(as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection
3(iv)), after a written demand for substantial performance is delivered to you
by the Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties; (b) upon the
willful engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (c) upon your conviction
of a felony. For purposes of this Subsection, no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done, by you not in
good faith and without reasonable belief that your action or omission was in the
best interest of the Company. Notwithstanding the foregoing, you shall not be
deemed to have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than 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
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the good faith opinion of the Board you were guilty of conduct set forth above
in this Subsection and specifying the particulars thereof in detail.

            (iv) Good Reason. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean
without your express written consent, the occurrence after a Change in Control
of any of the following circumstances unless, in the case of paragraphs (a),
(e), (f), (g) or (h), such circumstances are fully corrected prior to the Date
of Termination (as defined in Section 3(vi)) specified in the Notice of
Termination (as defined in Section 3(v)) given in respect thereof:

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

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

            (c) the relocation of the Company's offices at which you are
      principally employed immediately prior to the date of the Change in
      Control to a location more than thirty-five (35) miles from such location,
      except for required travel on the Company's business to an extent
      substantially consistent with your business travel obligations prior to
      the Change in Control; provided, however, that a relocation of the
      Company's offices at which you are principally employed immediately prior
      to the date of the Change in Control to New York City shall not constitute
      "Good Reason" for purposes of this Agreement;

            (d) the failure by the Company to pay to you any portion of your
      compensation or to pay to you any portion of an installment of deferred
      compensation under any deferred compensation program of the Company within
      seven (7) days of the date such compensation is due;

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

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

            (g) the failure of the Company to obtain a satisfactory agreement
      from any successor to assume and agree to perform this Agreement, as
      contemplated in Section 5 hereof; or

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

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

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

            (vi) Date of Termination, Etc. "Date of Termination" shall mean (a)
if your employment is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that you shall not have returned to the
full-time performance of your duties during such thirty (30) day period), or (b)
if your employment is terminated pursuant to Subsection (iii) or (iv) hereof or
for any other reason (other than Disability), the date
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specified in the Notice of Termination (which, in the case of a termination for
Cause shall not be less than thirty (30) days from the date such Notice of
Termination is given, and in the case of a termination for Good Reason shall not
be less than fifteen (15) nor more than sixty (60) days from the date such
Notice of Termination is given; provided, however, that if within fifteen (15)
days after any Notice of Termination is given, or, if later, prior to the Date
of Termination (as determined without regard to this proviso), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, then the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); and provided, further, that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence. Notwithstanding the pendency of any such
dispute, the Company will continue to pay you your full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, base salary) and continue you as a participant in all compensation, benefit
and insurance plans in which you were participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with this Subsection. Amounts paid under this Subsection are in addition to all
other amounts due under this Agreement, and shall not be offset against or
reduce any other amounts due under this Agreement and shall not be reduced by
any compensation earned by you as the result of employment by another employer.

            4. Compensation Upon Termination or During Disability. Following a
Change in Control, you shall be entitled to the following benefits during a
period of disability, or upon termination of your employment, as the case may
be, provided that such period or termination occurs during the term of this
Agreement:

                (i) During any period that you fail to perform your full-time
      duties with the Company as a result of incapacity due to physical or
      mental illness or disability, you shall continue to receive your base
      salary at the rate in effect at the commencement of any such period,
      together with all compensation payable to you under the Company's
      disability plan or program or other similar plan during such period, until
      this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter,
      or in the event your employment shall be terminated by reason of your
      death, your benefits shall be determined under the Company's retirement,
      insurance and other compensation programs then in effect in accordance
      with the terms of such programs.
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               (ii) If your employment shall be terminated by the Company for
      Cause or by you other than for Good Reason, the Company shall pay you your
      full base salary through the Date of Termination at the rate in effect at
      the time Notice of Termination is given, plus all other amounts to which
      you are entitled under any compensation plan of the Company at the time
      such payments are due, and the Company shall have no further obligations
      to you under this Agreement.

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

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

                  (b) in lieu of any further salary payments to you for periods
            subsequent to the Date of Termination, the Company shall pay as
            severance pay to you, at the time specified in Subsection (v), a
            lump sum severance payment (in addition to the payments provided in
            paragraphs (c), (d), (e), (f), (g), (h) and (i) below, the
            "Severance Payments") equal to (1) 200% of the greater of (A) your
            annual base salary in effect on the Date of Termination or (B) your
            annual base salary in effect immediately prior to the Change in
            Control, and (2) 200% of your guideline bonus with respect to the
            year in which the Change in Control occurs; your annual base salary
            and guideline bonus (as taken into account under the first half of
            this Subsection (iii)(b)) shall count for two years additional
            credited service and be included in final average earnings
            calculations for participants in the Company's Retirement Account
            Plan, Supplemental Executive Retirement Plan, Pension Benefit
            Equalization Plan and any successor or substitute plans thereto, a
            sample calculation of which appears in Exhibit A to this Agreement;

                  (c) in lieu of shares of common stock of the Company ("Common
            Shares") issuable upon exercise of outstanding options (other than
            options qualifying as incentive stock options ("ISOs") under Section
            422A of the Internal Revenue Code of 1986 (the "Code") which ISOs
            were granted on or before the date hereof) ("Options"), and stock
            appreciation rights ("SARs"), if any, granted to you under the
            Company's 1998 Replacement Plan, 1998 Key Employees' Stock Incentive
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            Plan or any successor or substitute plans thereto (except those SARs
            applicable to ISOs granted on or before the date hereof) (which
            Options shall be cancelled upon the making of the payment referred
            to below), the Company shall pay to you, at the time specified in
            Subsection (v), an amount in cash equal to the product of (1) the
            excess of, in the case of an ISO granted after the date hereof, the
            closing price of Common Shares as reported on the New York Stock
            Exchange on or nearest the Date of Termination (or, if not listed on
            such exchange, on a nationally recognized exchange or quotation
            system on which trading volume in the Common Shares is highest) and,
            in the case of all other Options, the higher of such closing price
            or the highest per share price for Common Shares actually paid in
            connection with any Change in Control, over the per share option
            price of each Option held by you (whether or not then fully
            exercisable), and (2) the number of Common Shares covered by each
            such Option;

                  (d) in lieu of Common Shares issuable upon the lapse of
            restrictions, if any, granted to you under the Company's 1998
            Replacement Plan, 1998 Key Employees' Stock Incentive Plan or any
            successor or substitute plan(s) thereto, the Company shall pay to
            you, at the time specified in Subsection (v), an amount in cash
            equal to the product of (1) the closing price of Common Shares as
            reported on the New York Stock Exchange on or nearest the Date of
            Termination (or, if not listed on such exchange, on a nationally
            recognized exchange or quotation system on which trading volume in
            the Common Shares is highest) or the highest per share price for
            Common Shares actually paid in connection with any Change in
            Control, whichever is greater (such price, the "Price"), and (2) the
            number of Common Shares granted to you subject to such restrictions;

                  (e) (1) all outstanding performance units awarded to you under
            the Company's 1998 Key Employees' Stock Incentive Plan, whether or
            not vested, shall be cancelled, and you shall receive a cash payment
            equal to the amount you would have earned at a 100% target award
            valuation; and (2) all outstanding unrestricted stock awarded to you
            under such plan, whether or not vested, shall be cancelled, and you
            shall receive a cash payment equal to the product of (A) the number
            of cancelled unrestricted shares and (B) the Price;

                  (f) the Company shall provide you with a cash allowance, at
            the time specified in Subsection (v), for outplacement counseling
            and job search activities in the amount of 15% of your annual salary
            and guideline bonus as in effect on the Date of Termination but not
<PAGE>   10
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            to exceed a maximum allowance of $50,000; and the Company shall pay
            to you all legal fees and expenses incurred by you as a result of
            such termination (including all such fees and expenses, if any,
            incurred in contesting or disputing any such termination or in
            seeking to obtain or enforce any right or benefit provided by this
            Agreement or in connection with any tax audit or proceeding to the
            extent attributable to the application of section 4999 of the Code
            to any payment or benefit provided hereunder);

                  (g) for a twenty-four (24) month period after such
            termination, the Company shall arrange to provide you with life and
            health insurance benefits and perquisites substantially similar to
            those which you were receiving immediately prior to the Notice of
            Termination. Notwithstanding the foregoing, the Company shall not
            provide any benefit otherwise receivable by you pursuant to this
            paragraph (g) if an equivalent benefit is actually received by you
            during the twenty-four (24) month period following your termination,
            and any such benefit actually received by you shall be reported to
            the Company;

                  (h) at the time specified in Subsection (v), the Company shall
            pay to you, in lieu of amounts which may otherwise be payable to you
            under any bonus plan (a "Bonus Plan"), an amount in cash equal to
            (1) your annual target bonus for the year in which the Change in
            Control occurs, multiplied by a fraction, (A) the numerator of which
            equals the number of full or partial days in such annual performance
            period during which you were employed by the Company and (B) the
            denominator of which is 365, and (2) the entire target bonus
            opportunity with respect to each performance period in progress
            under all other Bonus Plans in effect at the time of termination;
            and

                  (i) starting at age 55, you shall receive retiree medical and
            life benefits from the Company. Such benefits shall be no less
            favorable than the benefits that you would have received had you, at
            the time Notice of Termination is given, both (1) attained age 55
            and (2) retired from the Company. Notwithstanding the foregoing, any
            benefit described in the preceding sentence shall constitute
            secondary coverage with respect to retiree medical and life benefits
            actually received by you in connection with any subsequent
            employment (or self-employment) following your termination.

               (iv) In the event that you become entitled to the Severance
      Payments, if any of the Severance Payments will be
<PAGE>   11
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      subject to the tax (the "Excise Tax") imposed by section 4999 of the Code,
      (or any similar federal, state or local tax that may hereafter be
      imposed), the Company shall pay to you at the time specified in Subsection
      (v) below, an additional amount (the "Gross-Up Payment") such that the net
      amount retained by you, after deduction of any Excise Tax on the Total
      Payments (as hereinafter defined) and any federal, state and local income
      tax and Excise Tax upon the payment provided for by this subsection, shall
      be equal to the Total Payments. For purposes of determining whether any of
      the Severance Payments will be subject to the Excise Tax and the amount of
      such Excise Tax, (a) any other payments or benefits received or to be
      received by you in connection with a Change in Control or your termination
      of employment (whether pursuant to the terms of this Agreement or any
      other plan, arrangement or agreement with the Company, any Person whose
      actions result in a Change in Control or any Person affiliated with the
      Company or such Person) (which, together with the Severance Payments,
      constitute the "Total Payments") shall be treated as "parachute payments"
      within the meaning of section 280G(b)(2) of the Code, and all "excess
      parachute payments" within the meaning of section 280G(b)(1) shall be
      treated as subject to the Excise Tax, unless in the opinion of tax counsel
      selected by the Company's independent auditors and acceptable to you such
      other payments or benefits (in whole or in part) do not constitute
      parachute payments, or such excess parachute payments (in whole or in
      part) represent reasonable compensation for services actually rendered
      within the meaning of section 280G(b)(4) of the Code in excess of the base
      amount within the meaning of section 280G(b)(3) of the Code, or are
      otherwise not subject to the Excise Tax, (b) the amount of the Total
      Payments which shall be treated as subject to the Excise Tax shall be
      equal to the lesser of (1) the total amount of the Total Payments and (2)
      the amount of excess parachute payments within the meaning of section
      280G(b)(1) (after applying clause (a), above), and (c) the value of any
      non-cash benefits or any deferred payments or benefit shall be determined
      by the Company's independent auditors in accordance with the principles of
      sections 280G(d) (3) and (4) of the Code. For purposes of determining the
      amount of the Gross-Up Payment, you shall be deemed to pay federal income
      taxes at the highest marginal rate of federal income taxation in the
      calendar year in which the Gross-Up Payment is to be made and state and
      local income taxes at the highest marginal rate of taxation in the state
      and locality of your residence on the Date of Termination, net of the
      maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local taxes. In the event that the Excise Tax
      is subsequently determined to be less than the amount taken into account
      hereunder at the time of termination of your employment, you shall repay
      to the Company within ten (10)
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      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 (10) days after the time that the
      amount of such excess is finally determined.

               (v) The payments provided for in Subsections (iii)(b), (c), (d),
      (e), (f) and (h) shall be made not later than the fifth day following the
      Date of Termination; provided, however, that if the amounts of such
      payments cannot be finally determined on or before such day, the Company
      shall pay to you on such day an estimate, as determined in good faith by
      the Company, of the minimum amount of such payments and shall pay the
      remainder of such payments (together with interest at the rate provided in
      section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
      determined but in no event later than the thirtieth day after the Date of
      Termination. In the event that the amount of the estimated payments
      exceeds the amount subsequently determined to have been due, such excess
      shall constitute a loan by the Company to you, payable on the fifth day
      after demand by the Company (together with interest at the rate provided
      in section 1274(b)(2)(B) of the Code).

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

            5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required
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Page 13



to perform it if no such succession had taken place. Failure of the Company to
obtain such express assumption and agreement at or prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms to which
you would be entitled hereunder if you terminate your employment for Good Reason
following a Change in Control, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

            (ii) This Agreement shall inure to the benefit of and be enforceable
by you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder had you continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or,
if there is no such designee, to your estate.

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

            7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the
<PAGE>   14
June 29, 1998
Page 14



Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections. Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local law.
The obligations of the Company under Section 4 shall survive the expiration of
the term of this Agreement.

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

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

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

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

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

                                       Sincerely,

                                       THE NEW DUN & BRADSTREET
                                       CORPORATION


                                       BY____________________________________
                                          Nancy L. Henry
                                          Senior Vice President
                                          and Chief Legal Counsel
<PAGE>   15
June 29, 1998
Page 15



Agreed to this _____ day of _______________, 1998.


_____________________________
[NAME]
<PAGE>   16
                                                                     [MASTER 3X]
                                                                PRIOR AGREEMENTS



                                                                   June 29, 1998



PERSONAL AND CONFIDENTIAL

[NAME]
[ADDRESS]
[ADDRESS]


Dear [FIRST_NAME]:

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

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

            In order to induce you to remain in the employ of the Company, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement (the "Agreement") in the event your employment with the Company
is terminated under the circumstances described below subsequent to a Change in
Control. No provision of this letter agreement shall be effective for any
purpose whatsoever except upon the occurrence of either a "Potential Change in
Control" (as such term is defined in Section 2) or a Change in Control. This
letter
<PAGE>   17
June 29, 1998
Page 2



agreement supersedes any previous letter agreement(s) between you and the
Company relating to this subject matter.

            1. Term of Agreement. This Agreement shall commence on June 29,
1998, and shall continue in effect through December 31, 2000; provided, however,
that commencing on January 1, 2001, and each January 1 thereafter, the term of
this Agreement shall automatically be extended for one additional year unless,
not later than September 30th of the preceding year, the Company or you shall
have given notice to the other that it or you, respectively, does not wish to
extend this Agreement, provided, however, that no such notice shall be effective
if a Change in Control or Potential Change in Control shall have occurred prior
to the date of such notice; and provided, further, that if a Change in Control
shall have occurred during the original or extended term of this Agreement, this
Agreement shall continue in effect for a period of not less than twenty-four
(24) months beyond the month in which such Change in Control occurred.

            2. Change in Control; Potential Change in Control. (i) No benefits
shall be payable hereunder unless there shall have been a Change in Control, as
set forth below. For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if

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

            (b) during any period of twenty-four months (not including any
      period prior to the execution of this Agreement), individuals who at the
      beginning of such period constitute the Board, and any new director (other
      than (1) a director designated by a person who has entered into an
      agreement with the Company to effect a transaction described in clause
      (a), (c) or (d) of this Section, (2) a director designated by any Person
      (including the Company) who publicly announces an intention to take or to
      consider taking actions (including, but not limited to, an actual or
      threatened proxy contest) which if consummated would constitute a Change
      in Control or (3) a director designated by any Person who is the
      Beneficial Owner, directly or indirectly, of securities of the Company
      representing 10% or more of the combined voting power of the Company's
<PAGE>   18
June 29, 1998
Page 3



      securities) whose election by the Board or nomination for election by the
      Company's shareholders was approved by a vote of at least two-thirds (2/3)
      of the directors then still in office who either were directors at the
      beginning of the period or whose election or nomination for election was
      previously so approved cease for any reason to constitute at least a
      majority thereof;

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

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

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

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

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

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

            (iii) You agree that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control, you will remain in the
employ of the Company until the earliest of (a) a date which is 180 days from
the occurrence of such Potential Change in Control, (b) the termination by you
of your employment by reason of Disability as defined in Subsection 3(ii), or
(c) the date on which you first become entitled under this Agreement to receive
the benefits provided in Section 4(iii) below.
<PAGE>   19
June 29, 1998
Page 4



            3. Termination Following Change in Control. (i) General. If any of
the events described in Section 2 constituting a Change in Control shall have
occurred, you shall be entitled to the benefits provided in Section 4(iii) upon
the subsequent termination of your employment during the term of this Agreement
unless such termination is (a) because of your death or Disability, (b) by the
Company for Cause, or (c) by you other than for Good Reason. If your employment
with the Company is terminated prior to a Change in Control at the request of a
Person engaging in a transaction or series of transactions that would result in
a Change in Control, the twenty-four month period set forth in Section 1 of this
Agreement will commence upon the subsequent occurrence of a Change in Control,
your actual termination shall be deemed a termination occurring during such
twenty-four month period and covered by Section 3 of this Agreement, your Date
of Termination shall be deemed to have occurred immediately following the Change
in Control, and Notice of Termination shall have been deemed to have been given
by the Company immediately prior to your actual termination.

            (ii) Disability. If, as a result of your incapacity due to physical
or mental illness or disability, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is thereafter given
you shall not have returned to the full-time performance of your duties, your
employment may be terminated for "Disability".

            (iii) Cause. Termination by the Company of your employment for
"Cause" shall mean termination: (a) upon the willful and continued failure by
you to substantially perform your duties with the Company (other than any such
failure resulting from your incapacity due to physical or mental illness or any
such actual or anticipated failure after the issuance of a Notice of Termination
(as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection
3(iv)), after a written demand for substantial performance is delivered to you
by the Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties; (b) upon the
willful engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (c) upon your conviction
of a felony. For purposes of this Subsection, no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done, by you not in
good faith and without reasonable belief that your action or omission was in the
best interest of the Company. Notwithstanding the foregoing, you shall not be
deemed to have been terminated for Cause unless and until there shall have been
delivered to you a copy of a resolution duly adopted by the affirmative vote of
not less than 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
<PAGE>   20
June 29, 1998
Page 5



the good faith opinion of the Board you were guilty of conduct set forth above
in this Subsection and specifying the particulars thereof in detail.

            (iv) Good Reason. You shall be entitled to terminate your employment
for Good Reason. For purposes of this Agreement, "Good Reason" shall mean
without your express written consent, the occurrence after a Change in Control
of any of the following circumstances unless, in the case of paragraphs (a),
(e), (f), (g) or (h), such circumstances are fully corrected prior to the Date
of Termination (as defined in Section 3(vi)) specified in the Notice of
Termination (as defined in Section 3(v)) given in respect thereof:

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

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

            (c) the relocation of the Company's offices at which you are
      principally employed immediately prior to the date of the Change in
      Control to a location more than thirty-five (35) miles from such location,
      except for required travel on the Company's business to an extent
      substantially consistent with your business travel obligations prior to
      the Change in Control; provided, however, that a relocation of the
      Company's offices at which you are principally employed immediately prior
      to the date of the Change in Control to New York City shall not constitute
      "Good Reason" for purposes of this Agreement;

            (d) the failure by the Company to pay to you any portion of your
      compensation or to pay to you any portion of an installment of deferred
      compensation under any deferred compensation program of the Company within
      seven (7) days of the date such compensation is due;

            (e) the failure by the Company to continue in effect any material
      compensation or benefit plan in which you participated immediately prior
      to the Change in Control, unless an equitable arrangement (embodied in an
      ongoing substitute or alternative plan) has been made with respect to such
      plan, or the failure by the Company to continue your
<PAGE>   21
June 29, 1998
Page 6



      participation therein (or in such substitute or alternative plan) on a
      basis not materially less favorable, both in terms of the amount of
      benefits provided and the level of your participation relative to other
      participants, as existed at the time of the Change in Control;

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

            (g) the failure of the Company to obtain a satisfactory agreement
      from any successor to assume and agree to perform this Agreement, as
      contemplated in Section 5 hereof; or

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

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

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

            (vi) Date of Termination, Etc. "Date of Termination" shall mean (a)
if your employment is terminated for Disability, thirty (30) days after Notice
of Termination is given (provided that you shall not have returned to the
full-time performance of your duties during such thirty (30) day period), or (b)
if your employment is terminated pursuant to Subsection (iii) or (iv) hereof or
for any other reason (other than Disability), the date
<PAGE>   22
June 29, 1998
Page 7



specified in the Notice of Termination (which, in the case of a termination for
Cause shall not be less than thirty (30) days from the date such Notice of
Termination is given, and in the case of a termination for Good Reason shall not
be less than fifteen (15) nor more than sixty (60) days from the date such
Notice of Termination is given; provided, however, that if within fifteen (15)
days after any Notice of Termination is given, or, if later, prior to the Date
of Termination (as determined without regard to this proviso), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, then the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no appeal has been perfected); and provided, further, that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence. Notwithstanding the pendency of any such
dispute, the Company will continue to pay you your full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, base salary) and continue you as a participant in all compensation, benefit
and insurance plans in which you were participating when the notice giving rise
to the dispute was given, until the dispute is finally resolved in accordance
with this Subsection. Amounts paid under this Subsection are in addition to all
other amounts due under this Agreement, and shall not be offset against or
reduce any other amounts due under this Agreement and shall not be reduced by
any compensation earned by you as the result of employment by another employer.

            4. Compensation Upon Termination or During Disability. Following a
Change in Control, you shall be entitled to the following benefits during a
period of disability, or upon termination of your employment, as the case may
be, provided that such period or termination occurs during the term of this
Agreement:

                (i) During any period that you fail to perform your full-time
      duties with the Company as a result of incapacity due to physical or
      mental illness or disability, you shall continue to receive your base
      salary at the rate in effect at the commencement of any such period,
      together with all compensation payable to you under the Company's
      disability plan or program or other similar plan during such period, until
      this Agreement is terminated pursuant to Section 3(ii) hereof. Thereafter,
      or in the event your employment shall be terminated by reason of your
      death, your benefits shall be determined under the Company's retirement,
      insurance and other compensation programs then in effect in accordance
      with the terms of such programs.
<PAGE>   23
June 29, 1998
Page 8




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

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

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

                  (b) in lieu of any further salary payments to you for periods
            subsequent to the Date of Termination, the Company shall pay as
            severance pay to you, at the time specified in Subsection (v), a
            lump sum severance payment (in addition to the payments provided in
            paragraphs (c), (d), (e), (f), (g), (h) and (i) below, the
            "Severance Payments") equal to (1) 300% of the greater of (A) your
            annual base salary in effect on the Date of Termination or (B) your
            annual base salary in effect immediately prior to the Change in
            Control, and (2) 300% of your guideline bonus with respect to the
            year in which the Change in Control occurs; your annual base salary
            and guideline bonus (as taken into account under the first half of
            this Subsection (iii)(b)) shall count for three years additional
            credited service and be included in final average earnings
            calculations for participants in the Company's Retirement Account
            Plan, Supplemental Executive Retirement Plan, Pension Benefit
            Equalization Plan and any successor or substitute plans thereto, a
            sample calculation of which appears in Exhibit A to this Agreement;

                  (c) in lieu of shares of common stock of the Company ("Common
            Shares") issuable upon exercise of outstanding options (other than
            options qualifying as incentive stock options ("ISOs") under Section
            422A of the Internal Revenue Code of 1986 (the "Code") which ISOs
            were granted on or before the date hereof) ("Options"), and stock
            appreciation rights ("SARs"), if any, granted to you under the
            Company's 1998 Replacement Plan, 1998 Key Employees' Stock Incentive
<PAGE>   24
June 29, 1998
Page 9



            Plan or any successor or substitute plans thereto (except those SARs
            applicable to ISOs granted on or before the date hereof) (which
            Options shall be cancelled upon the making of the payment referred
            to below), the Company shall pay to you, at the time specified in
            Subsection (v), an amount in cash equal to the product of (1) the
            excess of, in the case of an ISO granted after the date hereof, the
            closing price of Common Shares as reported on the New York Stock
            Exchange on or nearest the Date of Termination (or, if not listed on
            such exchange, on a nationally recognized exchange or quotation
            system on which trading volume in the Common Shares is highest) and,
            in the case of all other Options, the higher of such closing price
            or the highest per share price for Common Shares actually paid in
            connection with any Change in Control, over the per share option
            price of each Option held by you (whether or not then fully
            exercisable), and (2) the number of Common Shares covered by each
            such Option;

                  (d) in lieu of Common Shares issuable upon the lapse of
            restrictions, if any, granted to you under the Company's 1998
            Replacement Plan, 1998 Key Employees' Stock Incentive Plan or any
            successor or substitute plan(s) thereto, the Company shall pay to
            you, at the time specified in Subsection (v), an amount in cash
            equal to the product of (1) the closing price of Common Shares as
            reported on the New York Stock Exchange on or nearest the Date of
            Termination (or, if not listed on such exchange, on a nationally
            recognized exchange or quotation system on which trading volume in
            the Common Shares is highest) or the highest per share price for
            Common Shares actually paid in connection with any Change in
            Control, whichever is greater (such price, the "Price"), and (2) the
            number of Common Shares granted to you subject to such restrictions;

                  (e) (1) all outstanding performance units awarded to you under
            the Company's 1998 Key Employees' Stock Incentive Plan, whether or
            not vested, shall be cancelled, and you shall receive a cash payment
            equal to the amount you would have earned at a 100% target award
            valuation; and (2) all outstanding unrestricted stock awarded to you
            under such plan, whether or not vested, shall be cancelled, and you
            shall receive a cash payment equal to the product of (A) the number
            of cancelled unrestricted shares and (B) the Price;

                  (f) the Company shall provide you with a cash allowance, at
            the time specified in Subsection (v), for outplacement counseling
            and job search activities in the amount of 20% of your annual salary
            and guideline bonus as in effect on the Date of Termination but not
<PAGE>   25
June 29, 1998
Page 10



            to exceed a maximum allowance of $100,000; and the Company shall pay
            to you all legal fees and expenses incurred by you as a result of
            such termination (including all such fees and expenses, if any,
            incurred in contesting or disputing any such termination or in
            seeking to obtain or enforce any right or benefit provided by this
            Agreement or in connection with any tax audit or proceeding to the
            extent attributable to the application of section 4999 of the Code
            to any payment or benefit provided hereunder);

                  (g) for a thirty-six (36) month period after such termination,
            the Company shall arrange to provide you with life and health
            insurance benefits and perquisites substantially similar to those
            which you were receiving immediately prior to the Notice of
            Termination. Notwithstanding the foregoing, the Company shall not
            provide any benefit otherwise receivable by you pursuant to this
            paragraph (g) if an equivalent benefit is actually received by you
            during the thirty-six (36) month period following your termination,
            and any such benefit actually received by you shall be reported to
            the Company;

                  (h) at the time specified in Subsection (v), the Company shall
            pay to you, in lieu of amounts which may otherwise be payable to you
            under any bonus plan (a "Bonus Plan"), an amount in cash equal to
            (1) your annual target bonus for the year in which the Change in
            Control occurs, multiplied by a fraction, (A) the numerator of which
            equals the number of full or partial days in such annual performance
            period during which you were employed by the Company and (B) the
            denominator of which is 365, and (2) the entire target bonus
            opportunity with respect to each performance period in progress
            under all other Bonus Plans in effect at the time of termination;
            and

                  (i) starting at age 55, you shall receive retiree medical and
            life benefits from the Company. Such benefits shall be no less
            favorable than the benefits that you would have received had you, at
            the time Notice of Termination is given, both (1) attained age 55
            and (2) retired from the Company. Notwithstanding the foregoing, any
            benefit described in the preceding sentence shall constitute
            secondary coverage with respect to retiree medical and life benefits
            actually received by you in connection with any subsequent
            employment (or self-employment) following your termination.

               (iv) In the event that you become entitled to the Severance
      Payments, if any of the Severance Payments will be
<PAGE>   26
June 29, 1998
Page 11



      subject to the tax (the "Excise Tax") imposed by section 4999 of the Code,
      (or any similar federal, state or local tax that may hereafter be
      imposed), the Company shall pay to you at the time specified in Subsection
      (v) below, an additional amount (the "Gross-Up Payment") such that the net
      amount retained by you, after deduction of any Excise Tax on the Total
      Payments (as hereinafter defined) and any federal, state and local income
      tax and Excise Tax upon the payment provided for by this subsection, shall
      be equal to the Total Payments. For purposes of determining whether any of
      the Severance Payments will be subject to the Excise Tax and the amount of
      such Excise Tax, (a) any other payments or benefits received or to be
      received by you in connection with a Change in Control or your termination
      of employment (whether pursuant to the terms of this Agreement or any
      other plan, arrangement or agreement with the Company, any Person whose
      actions result in a Change in Control or any Person affiliated with the
      Company or such Person) (which, together with the Severance Payments,
      constitute the "Total Payments") shall be treated as "parachute payments"
      within the meaning of section 280G(b)(2) of the Code, and all "excess
      parachute payments" within the meaning of section 280G(b)(1) shall be
      treated as subject to the Excise Tax, unless in the opinion of tax counsel
      selected by the Company's independent auditors and acceptable to you such
      other payments or benefits (in whole or in part) do not constitute
      parachute payments, or such excess parachute payments (in whole or in
      part) represent reasonable compensation for services actually rendered
      within the meaning of section 280G(b)(4) of the Code in excess of the base
      amount within the meaning of section 280G(b)(3) of the Code, or are
      otherwise not subject to the Excise Tax, (b) the amount of the Total
      Payments which shall be treated as subject to the Excise Tax shall be
      equal to the lesser of (1) the total amount of the Total Payments and (2)
      the amount of excess parachute payments within the meaning of section
      280G(b)(1) (after applying clause (a), above), and (c) the value of any
      non-cash benefits or any deferred payments or benefit shall be determined
      by the Company's independent auditors in accordance with the principles of
      sections 280G(d) (3) and (4) of the Code. For purposes of determining the
      amount of the Gross-Up Payment, you shall be deemed to pay federal income
      taxes at the highest marginal rate of federal income taxation in the
      calendar year in which the Gross-Up Payment is to be made and state and
      local income taxes at the highest marginal rate of taxation in the state
      and locality of your residence on the Date of Termination, net of the
      maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local taxes. In the event that the Excise Tax
      is subsequently determined to be less than the amount taken into account
      hereunder at the time of termination of your employment, you shall repay
      to the Company within ten (10)
<PAGE>   27
June 29, 1998
Page 12



      days after the time that the amount of such reduction in Excise Tax is
      finally determined the portion of the 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 (10) days after the time that the
      amount of such excess is finally determined.

               (v) The payments provided for in Subsections (iii)(b), (c), (d),
      (e), (f) and (h) shall be made not later than the fifth day following the
      Date of Termination; provided, however, that if the amounts of such
      payments cannot be finally determined on or before such day, the Company
      shall pay to you on such day an estimate, as determined in good faith by
      the Company, of the minimum amount of such payments and shall pay the
      remainder of such payments (together with interest at the rate provided in
      section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
      determined but in no event later than the thirtieth day after the Date of
      Termination. In the event that the amount of the estimated payments
      exceeds the amount subsequently determined to have been due, such excess
      shall constitute a loan by the Company to you, payable on the fifth day
      after demand by the Company (together with interest at the rate provided
      in section 1274(b)(2)(B) of the Code).

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

            5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required
<PAGE>   28
June 29, 1998
Page 13



to perform it if no such succession had taken place. Failure of the Company to
obtain such express assumption and agreement at or prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle you to
compensation from the Company in the same amount and on the same terms to which
you would be entitled hereunder if you terminate your employment for Good Reason
following a Change in Control, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to its business and/or
assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise.

            (ii) This Agreement shall inure to the benefit of and be enforceable
by you and your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die while
any amount would still be payable to you hereunder had you continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to your devisee, legatee or other designee or,
if there is no such designee, to your estate.

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

            7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of New York without regard to its conflicts of law
principles. All references to sections of the
<PAGE>   29
June 29, 1998
Page 14



Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections. Any payments provided for hereunder shall be paid
net of any applicable withholding required under federal, state or local law.
The obligations of the Company under Section 4 shall survive the expiration of
the term of this Agreement.

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

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

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

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

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

                                      Sincerely,



                                      THE NEW DUN & BRADSTREET
                                      CORPORATION


                                      BY _____________________________________
                                         Nancy L. Henry
                                         Senior Vice President
                                         and Chief Legal Counsel
<PAGE>   30
June 29, 1998
Page 15



Agreed to this _____ day of _______________, 1998.


_______________________________
[NAME]