THE DUN & BRADSTREET CORPORATION
CASH INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to advance the interests of the Company and its stockholders by providing incentives
in the form of periodic cash bonus awards to certain management employees of the Company and its Affiliates,
thereby motivating such employees to attain performance goals articulated under the Plan.
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.
(b) Affiliate: With respect to the Company, any entity directly or indirectly controlling, controlled by , or under
common control with, the Company or any other entity designated by the Board in which the Company or an
Affiliate has an interest.
(c) Award: A periodic cash bonus 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" as such term is used in Section 13(d) and 14(d) of the Act (other than the Company, any trustee
or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of stock of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then outstanding securities;
(ii) during any period of twenty-four months (not including any period prior to the Effective Date), individuals who
at the beginning of such period constitute the Board, and any new director (other than (A) a director nominated
by a Person who has entered into an agreement with the Company to effect a transaction d