Detrimental Conduct Agreement
(December 4, 2000)
In consideration of the grant of stock options and/or stock appreciation rights ("SARs") under The Dun &
Bradstreet Corporation ("D&B") 2000 Stock Incentive Plan (the "Plan") in December 2000 and in future years
(assuming D&B in its discretion makes future grants to me), I agree to abide by the following terms and
conditions with respect to (i) the December 2000 grant; (ii) all currently outstanding D&B options, SARs and
other D&B equity-based awards that I currently hold; and (iii) any additional D&B options, SARs and other
equity-based awards that D&B, in its discretion, may grant to me in the future.
a. Repayment of Financial Gain.
For so long as I continue as an employee of D&B and its subsidiaries and affiliates (the "D&B Group") and for
two (2) years following the date my employment with the D&B Group ends, I agree that if I engage in
"Detrimental Conduct" during such time, then I will pay to D&B the "Financial Gain" realized by me during the
two (2) years preceding and following the Detrimental Conduct. The term "Financial Gain" means an amount
equal to (i) the gross (pre-tax) gains resulting from any exercise of D&B options and SARs, as of the date of
exercise; (ii) the gross (pre-tax) value of any performance share awards or other equity-based awards issued to
me, as of the date of issuance, and (iii) the gross (pre-tax) value of any shares of D&B stock whose restrictions
have lapsed, as of the time said restrictions have lapsed.
b. Detrimental Conduct.
As used in this agreement, "Detrimental Conduct" shall include:
(1) disclosing or using in any capacity other than as appropriate in the performance of duties assigned by the
D&B Group, any confidential or proprietary information or trade secrets of the D&B Group;
(2) accepting employment with, or providing services to, (x) any of the competitors of the D&B Group listed on
Schedule A hereto (as such list is updated and made available to me from time to time by the Company), and