MOODYS CORP /DE/
EMPLOYEE BENEFITS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>y40976ex10-3.txt
<DESCRIPTION>EMPLOYEE BENEFITS AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.3

                           EMPLOYEE BENEFITS AGREEMENT


                  This EMPLOYEE BENEFITS AGREEMENT is dated as of September 30,
2000 (the "Agreement"), between THE DUN & BRADSTREET CORPORATION, a Delaware
corporation (the "Corporation"), and THE NEW D&B CORPORATION, a Delaware
corporation ("New D&B").

                  WHEREAS, the Board of Directors of Corporation has determined
that it is appropriate, desirable and in the best interests of Corporation and
its businesses, as well as the holders of shares of common stock, par value $.01
per share, of Corporation (the "Corporation Common Stock") to take certain steps
to reorganize Corporation's Subsidiaries (as defined herein) and businesses and
then to distribute to the holders of the Corporation Common Stock all the
outstanding shares of common stock of New D&B (the "New D&B Common Stock"); and

                  WHEREAS, Corporation and New D&B have determined that it is
necessary and desirable to allocate and assign responsibility for certain
employee benefit matters in respect of such entities on and after the Effective
Time (as defined herein).


                  NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, Corporation and New D&B agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                  SECTION 1.1 Definitions. Capitalized terms used in this
Agreement shall have the following meanings:

                  "ACNielsen" shall mean ACNielsen Corporation, a Delaware
corporation.

                  "Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency, body or commission or any arbitration
tribunal.

                  "Affiliate" shall mean, when used with respect to a specified
person, another person that controls, is controlled by, or is under common
control with the person specified. As used herein, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, whether through the
ownership of voting securities or other interests, by contract or otherwise.

                  "Ancillary Agreements" shall mean all of the written
agreements, instruments, assignments or other written arrangements (other than
this Agreement and the Distribution Agreement) entered into in connection with
the transactions contemplated by this Agreement and the Distribution Agreement,
including, without limitation, the Conveyancing and Assumption Instruments, the
Data Services Agreements, the Intellectual Property Assignment, the Shared
<PAGE>   2
                                                                               2


Transaction Services Agreements, the Tax Allocation Agreement and the Transition
Services Agreement.

                  "Assets" shall have the meaning set forth in the Distribution
Agreement.

                  "Business Entity" shall mean any corporation, partnership,
limited liability company or other entity which may legally hold title to
Assets.

                  "COBRA" shall mean the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, and the regulations promulgated
thereunder, including any successor legislation.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, including any successor
legislation.

                  "Cognizant" shall mean Cognizant Corporation, a Delaware
corporation.

                  "Conversion Ratio" shall have the meaning set forth in Section
6.1 of this Agreement.

                  "Conveyancing and Assumption Instruments" shall mean,
collectively, the various agreements, instruments and other documents heretofore
entered into and to be entered into to effect the transfer of Assets and the
assumption of Liabilities in the manner contemplated by the Distribution
Agreement, or otherwise arising out of or relating to the transactions
contemplated by the Distribution Agreement.

                  "Corporation" shall mean The Dun & Bradstreet Corporation, a
Delaware corporation.

                  "Corporation Common Stock" shall have the meaning set forth in
the recitals hereto.

                  "Corporation Director" shall mean a member of the Board of
Directors of Corporation prior to the Distribution Date.

                  "Corporation Director Retirement Plan" shall mean The Dun &
Bradstreet Corporation Plan for Compensating Retired Directors for Post
Retirement Availability and Service.

                  "Corporation Employees" shall mean persons who, at any time
prior to the Effective Time, were employed by Corporation or its Subsidiaries.

                  "Corporation Employee Stock Purchase Plan" shall mean The Dun
& Bradstreet Corporation Employee Stock Purchase Plan.
<PAGE>   3
                                                                               3


                  "Corporation Group" shall mean Corporation and each Business
Entity that is a Subsidiary of Corporation.

                  "Corporation Long-Term Disability Plan" shall mean the Long
Term Disability Plan of Corporation or any other long-term disability plan
sponsored by Corporation or any Subsidiary of Corporation prior to the Effective
Time.

                  "Corporation Master Trust" shall mean the trust established in
connection with the Corporation Retirement Plan, as in effect from time to time.

                  "Corporation Master Trust Agreement" shall mean the agreement
entered into in connection with the Corporation Master Trust.

                  "Corporation Master Welfare Trust" shall mean the trust
established in connection with the Corporation Long-Term Disability Plan and the
Group Life Insurance Plan of Corporation, as in effect from time to time.

                  "Corporation Master Welfare Plan Trust Agreement" shall mean
the agreement entered into in connection with the Corporation Master Welfare
Trust.

                  "Corporation Nonemployee Director" shall mean a director of
Corporation who is not an employee of Corporation or any Subsidiary of
Corporation.

                  "Corporation Nonemployee Director Deferred Compensation Plan"
shall mean Corporation Nonfunded Deferred Compensation Plan for Non-Employee
Directors.

                  "Corporation Nonqualified Plans" shall have the meaning as set
forth in Section 4.1 of this Agreement.

                  "Corporation Pension BEP" shall mean the Pension Benefit
Equalization Plan of Corporation, as in effect from time to time.

                  "Corporation Pension BEP Trust" shall mean the trust
established in connection with the Corporation Pension BEP, as in effect from
time to time.

                  "Corporation Performance Shares" shall have the meaning set
forth in Section 6.4 of this Agreement.

                  "Corporation Performance Share Units" shall have the meaning
set forth in Section 6.7 of this Agreement.

                  "Corporation Phantom Stock Units" shall have the meaning set
forth in Section 6.6 of this Agreement.
<PAGE>   4
                                                                               4


                  "Corporation Rabbi Trust Agreements" shall mean (i) the
Amended and Restated Trust Agreement between Corporation and The Northern Trust
Company, dated May 1, 1998, established to fund the Corporation Director
Retirement Plan and (ii) the Amended and Restated Trust Agreement between
Corporation and The Northern Trust Company, dated May 1, 1998, established to
fund the Corporation Nonemployee Director Deferred Compensation Plan.

                  "Corporation Restricted Stock" shall mean restricted stock
awarded under the Corporation Stock Incentive Plan.

                  "Corporation Retirees" shall mean persons who (i) were
Corporation Employees, (ii) terminated employment from the Corporation Group
prior to the Effective Time and (iii) are not New D&B Employees or Moody's
Employees after the Effective Time.

                  "Corporation Retirement Plan" shall mean the Retirement
Account Plan of Corporation, as in effect from time to time.

                  "Corporation SARs" shall have the meaning set forth in Section
6.2 of this Agreement.

                  "Corporation Savings BEP" shall mean the Profit Participation
Benefit Equalization Plan of The Corporation, as in effect from time to time.

                  "Corporation Savings Plan" shall mean the Profit Participation
Plan of Corporation, as in effect from time to time.

                  "Corporation Savings Trust" shall mean the trust established
in connection with the Corporation Savings Plan, as in effect from time to time.

                  "Corporation Savings Trust Agreement" shall mean the agreement
entered into in connection with the Corporation Savings Trust.

                  "Corporation Stock Option" shall have the meaning set forth in
Section 6.1 of this Agreement.

                  "Corporation Stock Incentive Plans" shall mean the 1998 Dun &
Bradstreet Corporation Key Employees' Stock Incentive Plan, the 1998 Dun &
Bradstreet Corporation Replacement Plan for Certain Employees Holding Dun &
Bradstreet Corporation Equity Based Awards, the 1998 Dun & Bradstreet
Corporation Non-Employee Directors Stock Incentive Plan and the 1998 Dun &
Bradstreet Corporation Replacement Plan for Certain Non-Employee Directors
Holding Dun & Bradstreet Corporation Equity Based Awards.

                  "Corporation Stock Price" shall have the meaning set forth in
Section 6.1 of this Agreement.
<PAGE>   5
                                                                               5


                  "Corporation Supplemental EBP" shall mean the Supplemental
Executive Benefit Plan of Corporation, as in effect from time to time.

                  "Corporation Supplemental EBP Trust" shall mean the trust
established in connection with the Corporation Supplemental EBP as in effect
from time to time.

                  "D&B" shall mean The Dun & Bradstreet Corporation, a Delaware
corporation, prior to the distribution of capital stock of ACNielsen and
Cognizant effected in November 1996.

                  "Data Services Agreement" shall mean the Data Services
Agreement to be entered into by Corporation and New D&B.

                  "Distribution" shall mean the distribution on the Distribution
Date to holders of record of shares of Corporation Common Stock as of the
Distribution Record Date of the New D&B Common Stock owned by Corporation on the
basis of one share of New D&B Common Stock for each two shares of Corporation
Common Stock outstanding.

                  "Distribution Agreement" shall mean the Distribution Agreement
between Corporation and New D&B, dated as of the Distribution Date.

                  "Distribution Date" shall have the meaning set forth in the
Distribution Agreement.

                  "Distribution Record Date" shall mean such date as may be
determined by Corporation's Board of Directors as the record date for the
determination of holders entitled to receive the Distribution.

                  "Dividended Restricted Stock" shall have the meaning set forth
in Section 6.3 of this Agreement.

                  "Effective Time" shall mean immediately prior to the midnight,
New York time, ending the 24-hour period comprising the Distribution Date.

                  "Employee Benefit Dispute" shall include any controversy,
dispute or claim arising out of, in connection with, or in relation to the
interpretation, performance, nonperformance, validity or breach of this
Agreement or otherwise arising out of, or in any way related to this Agreement,
including, without limitation, any claim based on contract, tort, statute or
constitution.

                  "Employee Benefit Litigation Liability" shall mean, with
respect to a Business Entity, a Liability relating to a controversy, dispute or
claim arising out of, in connection with or in relation to the interpretation,
performance, nonperformance, validity or breach of an Employee Benefit Plan of
such Business Entity or otherwise arising out of, or in any way related to such
Employee Benefit Plan, including, without limitation, any claim based on
contract, tort, statute or constitution.
<PAGE>   6
                                                                               6


                  "Employee Benefit Plans" shall mean, with respect to a
Business Entity, all "employee benefit plans" (within the meaning of Section
3(3) of ERISA), "multiemployer plans" (within the meaning of Section 3(37) of
ERISA), retirement, pension, savings, profit-sharing, welfare, stock purchase,
stock option, equity-based, severance, employment, change-in-control, fringe
benefit, collective bargaining, bonus, incentive, deferred compensation and all
other employee benefit plans, agreements, programs, policies or other
arrangements (including any funding mechanisms therefor), whether or not subject
to ERISA, whether formal or informal, oral or written, legally binding or not,
under which (i) any past, present or future employee of the Business Entity or
its Subsidiaries has a right to benefits and (ii) the Business Entity or its
Subsidiaries has any Liability.

                  "Employee Benefit Records" shall mean all agreements,
documents, books, records or files relating to the Employee Benefit Plans of
Corporation and New D&B.

                  "Employee Benefit Welfare Plans" shall mean, with respect to a
Business Entity, all Employee Benefit Plans that are "welfare plans" within the
meaning of Section 3(1) of ERISA.

                  "Employer Stock" shall mean, after the Distribution Date, (i)
New D&B Common Stock credited to the account of a New D&B Employee or a
Corporation Retiree and (ii) Moody's Common Stock credited to the account of a
Moody's Employee in an employer stock fund of the respective savings plan in
which such employee participates, pursuant to Section 3.5.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and the regulations promulgated thereunder, including any
successor legislation.

                  "Information Statement" shall mean the Information Statement
sent to the holders of shares of Corporation Common Stock in connection with the
Distribution, including any amendment or supplement thereto.

                  "Intellectual Property Assignment" shall mean the intellectual
property and licensing agreement between Corporation and New D&B.

                  "Liabilities" shall mean any and all losses, claims, charges,
debts, demands, actions, causes of action, suits, damages, obligations,
payments, costs and expenses, sums of money, accounts, reckonings, bonds,
specialties, indemnities and similar obligations, exonerations, covenants,
contracts, controversies, agreements, promises, doings, omissions, variances,
guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule, regulation, Action, threatened or contemplated Action (including
the costs and expenses of demands, assessments, judgments, settlements and
compromises relating thereto and attorneys' fees and any and all costs and
expenses (including allocated costs of in-house counsel and other personnel),
whatsoever reasonably incurred in investigating, preparing or defending against
any such Actions or threatened or contemplated
<PAGE>   7
                                                                               7


Actions), order or consent decree of any governmental or other regulatory or
administrative agency, body or commission or any award of any arbitrator or
mediator of any kind, and those arising under any contract, commitment or
undertaking, including those arising under this Agreement, the Distribution
Agreement or any Ancillary Agreement, in each case, whether or not recorded or
reflected or required to be recorded or reflected on the books and records or
financial statements of any person.

                  "Moody's" shall mean Moody's Corporation, a Delaware
corporation.

                  "Moody's Bifurcated Savings Plan Employees" shall have the
meaning set forth in Section 3.2(a) of this Agreement.

                  "Moody's Common Stock" shall mean shares of common stock of
Moody's.

                  "Moody's Director" shall mean an individual who (i) was a
Corporation Director prior to the Distribution and (ii) immediately after the
Effective Time is a director of Moody's.

                  "Moody's Disabled Employees" shall mean all current or former
Corporation Employees who would have been employed by the Moody's Group
following the Distribution but are receiving or are eligible to receive benefits
under the Corporation Long-Term Disability Plan as of the Effective Time.

                  "Moody's Elective Retirees" shall mean persons who (i) were
Corporation Employees, (ii) terminated employment from the Corporation Group as
of the Effective Time and (iii) are Moody's Employees immediately after the
Effective Time.

                  "Moody's Employees" shall mean persons who, immediately after
the Effective Time, are employed by the Moody's Group (including persons who
would have been employed by the Moody's Group immediately after the Effective
Time but terminated employment prior to the Distribution and are receiving, or
entitled to receive, severance under a severance plan of the Corporation as of
the Effective Time or absent from work by reason of a leave of absence on
account of disability or otherwise and inactive employees treated as such by
agreement therewith (including Moody's Disabled Employees)).

                  "Moody's Group" shall mean Moody's and each Business Entity
which is contemplated to remain or become a Subsidiary of Moody's pursuant to
the Distribution Agreement.

                  "Moody's Long-Term Disability Plan" shall mean the long-term
disability plan to be adopted by Moody's pursuant to Section 5.5 of this
Agreement.

                  "Moody's Long-Term Disability Plan Transfer Date" shall have
the meaning set forth in Section 5.5 of this Agreement.
<PAGE>   8
                                                                               8


                  "Moody's Nonemployee Director Deferred Compensation Plan"
shall mean the Nonemployee Director Deferred Compensation Plan to be adopted by
Moody's pursuant to Section 4.9.

                  "Moody's Nonqualified Plan Participants" shall have the
meaning as set forth in Section 4.2 of this Agreement.

                  "Moody's Option" shall mean an option to purchase Moody's
Common Stock.

                  "Moody's Performance Share Unit" shall mean a bookkeeping
entry, equivalent in value to one deferred performance share of Moody's Common
Stock.

                  "Moody's Phantom Stock Unit" shall mean a bookkeeping entry,
equivalent in value to one share of Moody's Common Stock.

                  "Moody's Restricted Stock" shall have the meaning set forth in
Section 6.3 of this Agreement.

                  "Moody's Retirement Plan Effective Date" shall have the
meaning set forth in Section 2.2(a) of this Agreement.

                  "Moody's Retirement Plan Transfer Date" shall have the meaning
set forth in Section 2.2(b) of this Agreement.

                  "Moody's Savings Plan" shall mean the defined contribution
plan to be adopted by Moody's pursuant to Section 3.2(a) of this Agreement.

                  "Moody's Savings Plan Transfer Date" shall have the meaning
set forth in Section 3.2(b) of this Agreement.

                  "Moody's Transferred Retirement Plan Employees" shall have the
meaning set forth in Section 2.2(a) of this Agreement.

                  "Moody's Transferred Savings Plan Employees" shall have the
meaning set forth in Section 3.2(a) of this Agreement.

                  "New D&B" shall mean The New D&B Corporation, a Delaware
corporation.

                  "New D&B Common Stock" shall have the meaning set forth in the
recitals hereto.

                  "New D&B Director" shall mean an individual who (i) was a
Corporation Director prior to the Distribution, (ii) immediately after the
Effective Time is a director of New D&B and (iii) immediately after the
Effective Time is not a Moody's Director.
<PAGE>   9
                                                                               9


                  "New D&B Disabled Employees" shall mean all current or former
Corporation Employees who are receiving benefits under the Corporation Long-Term
Disability Plan as of the Effective Time, other than Moody's Disabled Employees.

                  "New D&B Employees" shall mean persons who, immediately after
the Effective Time, are employed by the New D&B Group (including persons who
would have been employed by the New D&B Group immediately after the Effective
Time but terminated employment prior to the Distribution and are receiving, or
entitled to receive, severance under a severance plan of Corporation as of the
Effective Time or absent from work by reason of a leave of absence on account of
disability or otherwise and inactive employees treated as such by agreement
therewith (including New D&B Disabled Employees)).

                  "New D&B Employee Stock Purchase Plan" shall mean the Employee
Stock Purchase Plan to be adopted by New D&B pursuant to Section 6.5.

                  "New D&B Group" shall mean New D&B and each Business Entity
which is contemplated to remain or become a Subsidiary of New D&B pursuant to
the Distribution Agreement.

                  "New D&B Option" shall mean an option to purchase New D&B
Common Stock.

                  "New D&B Phantom Stock Unit" shall mean a bookkeeping entry,
equivalent in value to one share of New D&B Common Stock.

                  "New D&B Performance Share Unit" shall mean a bookkeeping
entry, equivalent in value to one deferred performance share of New D&B Common
Stock.

                  "New D&B Replacement Plans" shall mean the replacement plans
to be adopted by New D&B to grant replacement incentive stock awards pursuant to
Section 6 of this Agreement.

                  "New D&B Stock Price" shall have the meaning set forth in
Section 6.1 of this Agreement.

                  "Nonemployer Stock" shall mean, after the Distribution Date,
New D&B Common Stock credited to the account of a Moody's Employee and Moody's
Common Stock credited to an account of a New D&B Employee or a Corporation
Retiree in a nonemployer stock fund in the respective savings plan in which such
employee participates, pursuant to Section 3.5.

                  "Participant Election Period" shall mean the period during
which the elections described in Section 3.2 are permitted.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any successor entity thereto.
<PAGE>   10
                                                                              10


                  "PBGC Assumptions" shall mean the actuarial assumptions set
forth in 29 C.F.R. Part 2619, et seq.

                  "Person" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership or government, or any
agency or political subdivision thereof.

                  "Present Value" shall mean the single sum value of a series of
future payments, determined utilizing PBGC Assumptions in effect as of the
measurement date.

                  "Service" shall mean the Internal Revenue Service or any
successor entity thereto.

                  "Shared Transaction Services Agreement" shall mean the Shared
Transaction Services Agreement between Corporation and New D&B.

                  "Subsidiary" shall mean any corporation, partnership or other
entity of which another entity (i) owns, directly or indirectly, ownership
interests sufficient to elect a majority of the Board of Directors (or persons
performing similar functions) (irrespective of whether at the time any other
class or classes of ownership interests of such corporation, partnership or
other entity shall or might have such voting power upon the occurrence of any
contingency) or (ii) is a general partner or an entity performing similar
functions (e.g., a trustee).

                  "Tax Allocation Agreement" shall mean the Tax Allocation
Agreement between Corporation and New D&B.

                  "Transition Services Agreement" shall mean the Transition
Services Agreement between Corporation and New D&B.

                                   ARTICLE II
                           CORPORATION RETIREMENT PLAN

                  SECTION 2.1 Assumption by New D&B. Prior to the Effective
Time, New D&B shall assume and become the sponsor of the Corporation Retirement
Plan and New D&B shall be substituted for Corporation in the Corporation Master
Trust Agreement. Active participation of Moody's Employees in the Corporation
Retirement Plan shall cease immediately after the Effective Time.

                  SECTION 2.2 Transfer to Moody's Retirement Plan. (a) As soon
as practicable after the Effective Time, but not later than the first day of the
fourth calendar month that begins after the Effective Time (herein referred to
as the "Moody's Retirement Plan Effective Date"), Moody's shall establish the
Moody's Retirement Plan for the benefit of Moody's Employees who were
participants in the Corporation Retirement Plan immediately prior to the
Effective Time (the "Moody's Transferred Retirement Plan Employees"). As soon as
practicable after the Effective Time, New D&B shall cause the trustee of the
Corporation Retirement Plan to segregate the assets of the Corporation
Retirement Plan allocable to Moody's Transferred
<PAGE>   11
                                                                              11


Retirement Plan Employees (other than Moody's Elective Retirees) in an amount
equal to the sum of:

         (i)      the amount allocable to such Moody's Transferred Retirement
                  Plan Employees under ERISA Section 4044 as of the Effective
                  Time, determined using PBGC Assumptions; and

         (ii)     in accordance with the spinoff provisions set forth under
                  Section 414(l) of the Code, an amount of the surplus under the
                  Corporation Retirement Plan such that the total amount
                  transferred to the Moody's Retirement Plan shall equal up to
                  $88 million.

                  (b) As soon as practicable after the Effective Time, the
assets allocable to such Moody's Transferred Retirement Plan Employees shall be
transferred to a separate trust established under the Moody's Retirement Plan
(such date herein referred to as the "Moody's Retirement Plan Transfer Date");
provided, however, that in no event shall such transfer take place until (1) New
D&B and Moody's have made all required filings and submissions to the
appropriate governmental agencies and (2) if requested by New D&B, Moody's has
furnished to New D&B a favorable determination letter that the Moody's
Retirement Plan is qualified under Section 401(a) of the Code. The value of such
assets to be transferred shall equal the value of segregated assets determined
under Section 2.2(a) of this Agreement, adjusted as follows:

         (i)      reduced by the amount of benefit payments made under the
                  Corporation Retirement Plan with respect to such Moody's
                  Transferred Retirement Plan Employees from the Effective Time
                  to the Moody's Retirement Plan Transfer Date; and

         (ii)     increased (or decreased) by the share of the net investment
                  income (or loss) and decreased by the share of investment
                  expenses from the Effective Time to the Moody's Retirement
                  Plan Transfer Date attributable to the value of such
                  segregated assets.

                  (c) Unless otherwise agreed to by Moody's and New D&B, the
assets to be transferred shall consist of an undivided percentage interest in
each asset that is held by the Corporation Retirement Plan on the Moody's
Retirement Plan Transfer Date, such undivided percentage interest being equal to
the value of assets allocable to such Moody's Transferred Retirement Plan
Employees, divided by the fair market value of plan assets.

                  (d) Prior to the Moody's Retirement Plan Transfer Date, all
benefit payments to Moody's Transferred Retirement Plan Employees shall be made
from the Corporation Retirement Plan.

                  SECTION 2.3 Allocation of Liabilities. The Moody's Group shall
retain all Liabilities relating to benefits accrued to the Moody's Transferred
Retirement Plan Employees (other than Moody's Elective Retirees) under the
Corporation Retirement Plan. The New D&B
<PAGE>   12
                                                                              12


Group shall assume Liabilities relating to benefits accrued to all other
participants under the Corporation Retirement Plan. All other Liabilities
relating to the Corporation Retirement Plan prior to the Distribution Date that
are not allocated in accordance with the foregoing provisions of this Article II
(including, without limitation, Liabilities resulting from the administration of
the plan or the qualified status of the plan) shall be assumed and/or retained
equally by Moody's and New D&B.

                                   ARTICLE III
                            CORPORATION SAVINGS PLAN

                  SECTION 3.1 Assumption by New D&B. Prior to the Effective
Time, New D&B shall assume and become the sponsor of the Corporation Savings
Plan and New D&B shall be substituted for Corporation in the Corporation Savings
Trust Agreement. Active participation of Moody's Employees in the Corporation
Savings Plan shall cease immediately after the Effective Time.

                  SECTION 3.2 Moody's Savings Plan. (a) As of the Effective
Time, Moody's shall adopt the Moody's Savings Plan for the benefit of Moody's
Employees who were participants in the Corporation Savings Plan immediately
prior to the Effective Time. Prior to the Effective Time, Moody's Employees
(other than Moody's Elective Retirees who shall keep their balances in the
Corporation Savings Plan) shall be given the right to elect one of the following
options with respect to their Corporation Savings Plan account balances (the
"Participant Election Period"): (i) Moody's Employees may keep their balances in
the Corporation Savings Plan (such employees being known as "Moody's Bifurcated
Savings Plan Employees"); or (ii) Moody's Employees may transfer their balances
to the Moody's Savings Plan (such employees being known as "Moody's Transferred
Savings Plan Employees"). If a Moody's Employee fails to elect any of the
foregoing options prior to the end of the Participant Election Period, (i) his
or her balance shall be transferred to the Moody's Savings Plan, and (ii) such
employee shall be treated as a Moody's Transferred Savings Plan Employee.

                  (b) Prior to the date on which the transfer of assets and
liabilities to the Moody's Savings Plan shall occur (the "Moody's Savings Plan
Transfer Date"), which date shall occur as promptly as practicable following the
Participant Election Period, (i) New D&B shall (A) cause the trustee of the
Corporation Savings Plan to segregate, in accordance with the spinoff provisions
set forth under Section 414(l) of the Code, the assets of the Corporation
Savings Plan representing the full account balances of Moody's Transferred
Savings Plan Employees for all periods of participation through the Effective
Time (including, as applicable, all contributions and all earnings attributable
thereto); (B) make all required filings and submissions to the appropriate
governmental agencies; and (C) make all required amendments to the Corporation
Savings Plan and related trust agreement necessary to provide for the
segregation and transfer of assets described in this Section 3.2, and (ii) if
requested by New D&B, Moody's shall furnish to New D&B a favorable determination
letter that the Moody's Savings Plan is qualified under Section 401(a) of the
Code.
<PAGE>   13
                                                                              13


                  (c) On the Moody's Savings Plan Transfer Date, New D&B shall
cause the trustee of the Corporation Savings Plan to transfer to the trustee of
the Moody's Savings Plan the full account balances (inclusive of loans) of
Moody's Transferred Savings Plan Employees in cash or in kind based on those
investment funds in which such account balances are then invested (including,
but not limited to, the stock funds); provided, however, that loans to Moody's
Transferred Savings Plan Employees shall be transferred in the form of notes. In
consideration of the segregation and transfer of assets described herein, the
Moody's Savings Plan shall, as of the Moody's Savings Plan Transfer Date, assume
all Liabilities attributable to such assets.

                  SECTION 3.3 Vesting. As of the Effective Time, the account
balances of Moody's Employees (other than Moody's Elective Retirees) in the
Corporation Savings Plan shall fully vest. Future employer contributions by
Moody's under the Moody's Savings Plan shall vest based on the vesting schedule
thereunder.

                  SECTION 3.4 Outstanding Loans. During their employment with
Moody's, Moody's Transferred Savings Plan Employees who have outstanding loans
originally made from the Corporation Savings Plan shall be permitted to repay
such loans by way of regular deductions from their paychecks, and, prior to the
Moody's Savings Plan Transfer Date, Moody's or New D&B (as the case may be)
shall cause all such deductions to be forwarded to the Corporation Savings Plan
as promptly as practicable. After the Effective Time, no such deductions by
Moody's shall be made in respect of Moody's Bifurcated Savings Plan Employees
who have outstanding loans from the Corporation Savings Plan, and all such
employees shall be required to repay their loans directly to the Corporation
Savings Plan in accordance with the existing terms thereof.

                  SECTION 3.5 Employer Stock Fund. (a) Participants in the
Corporation Savings Plan who, immediately prior to the Effective Time, have
balances in the Corporation Common Stock fund shall have such balances
converted, as of the Effective Time, to the extent applicable, to units in two
stock funds. The Corporation Savings Plan shall maintain a nonemployer stock
fund consisting of only Moody's Common Stock ("Moody's Stock Fund") and an
employer stock fund consisting of only New D&B Common Stock ("New D&B Stock
Fund"). The Moody's Stock Fund will initially consist of the same number of
shares of Moody's Common Stock as the number of shares of Corporation Common
Stock in the Corporation Common Stock fund immediately prior to the Effective
Time. The New D&B Stock Fund will initially consist of a number of shares of New
D&B Common Stock equal to fifty percent of the number of shares of Corporation
Common Stock in the Corporation Common Stock fund immediately prior to the
Effective Time. The initial percentage interest of each participant in each
stock fund as of the Effective Time shall equal such participant's percentage
interest in the Corporation Common Stock fund immediately prior to the Effective
Time. The Moody's Savings Plan shall maintain a Nonemployer Stock fund to which
the New D&B Stock Fund assets of Moody's Transferred Savings Plan Employees in
the Corporation Savings Plan shall be transferred on the Moody's Savings Plan
Transfer Date. The Moody's Savings Plan shall also maintain an employer stock
fund to which the Moody's Stock Fund assets of Moody's Transferred Savings Plan
Employees in the Corporation Savings Plan shall be transferred on the Moody's
Savings Plan Transfer Date.
<PAGE>   14
                                                                              14


                  (b) Neither a Moody's Savings Plan participant nor a
Corporation Savings Plan participant may transfer or contribute any amounts to a
Nonemployer Stock fund from or after the Effective Time.

                  SECTION 3.6 Allocation of Liabilities. The Moody's Group shall
retain all Liabilities relating to account balances of Moody's Transferred
Savings Plan Employees under the Corporation Savings Plan. The New D&B Group
shall assume Liabilities relating to account balances of all other participants
under the Corporation Savings Plan. All other Liabilities relating to the
Corporation Savings Plan prior to the Distribution Date that are not allocated
in accordance with the foregoing provisions of this Article III (including,
without limitation, Liabilities resulting from the administration of the plan or
the qualified status of the plan) shall be assumed and/or retained equally by
Moody's and New D&B.

                                   ARTICLE IV
                               NONQUALIFIED PLANS

                  SECTION 4.1 Corporation Nonqualified Plans. Prior to the
Effective Time, New D&B shall assume and become the sponsor of the Corporation
Supplemental EBP, the Corporation Supplemental EBP Trust, the Corporation
Pension BEP, the Corporation Pension BEP Trust and the Corporation Savings BEP
(collectively, the "Corporation Nonqualified Plans") for the benefit of persons
who, prior to the Effective Time, were participants thereunder; provided,
however, that, with respect to Moody's Employees, (i) Moody's shall retain the
liability for benefits under the Corporation Savings BEP and (ii) New D&B shall
retain only those Liabilities for benefits under the Corporation Nonqualified
Plans (other than the Corporation Savings BEP) that, prior to the Effective
Time, were accrued and to which such participants had earned vested rights
thereunder. Notwithstanding the foregoing, the Liabilities retained by New D&B
under such plans (i) shall not include the Liabilities resulting from benefits
payable to participants who are not Corporation Employees not reflected in the
determination, as of the Effective Time, of such Liabilities, such Liabilities
resulting from such benefits shall be assumed and/or retained equally by Moody's
and New D&B and (ii) shall be appropriately adjusted to reflect (A) increases in
the contribution limits imposed by Section 415 of the Code and (B) future
accruals under the Moody's pension plans.

                  SECTION 4.2 Service Credit. Moody's Employees who were
participants with vested benefits in the Corporation Nonqualified Plans
immediately prior to the Effective Time (the "Moody's Nonqualified Plan
Participants") shall continue to receive service credit under such plans for
their service with the Moody's Group from and after the Effective Time, but
solely for purposes of satisfying the one-year waiting requirement for a valid
election under the Corporation Nonqualified Plans.

                  SECTION 4.3 Consent to Termination. Solely with respect to
determining the level of benefits payable under the Corporation Nonqualified
Plans, Moody's shall have the authority to consent to the termination of
employment prior to age 60 of a Moody's Nonqualified Plan Participant from the
Moody's Group.
<PAGE>   15
                                                                              15


                  SECTION 4.4 Termination of Employment. Benefits under the
Corporation Nonqualified Plans shall not become payable to a Moody's
Nonqualified Plan Participant until such participant terminates employment from
the Moody's Group and is otherwise eligible to receive such payment under the
terms of the Corporation Nonqualified Plans.

                  SECTION 4.5 Noncompetition. Solely with respect to the
noncompetition clauses of the Corporation Nonqualified Plans, New D&B hereby
consents to the employment of the Corporation Nonqualified Plan Participants by
the Moody's Group after the Effective Time, whether or not such employment would
otherwise trigger such noncompetition clauses.

                  SECTION 4.6 Distributions. Moody's Nonqualified Plan
Participants who participated in the Corporation Savings BEP immediately prior
to the Effective Time shall receive a distribution thereunder from the Moody's
Group, based on their notional elective deferrals through the Effective Time, at
the time distributions are otherwise made under such plan.

                  SECTION 4.7 Guarantees; Subrogation. The Moody's Group agrees
that, in the event the New D&B Group is unable to satisfy its obligations in
respect of the benefits of any Moody's Employee that have accrued under the
Corporation Nonqualified Plans prior to the Effective Time, the Moody's Group
shall make payment when due with respect to such obligations of the New D&B
Group. In the event that the Moody's Group is required to make any payment
pursuant to this Section 4.7, the Moody's Group shall have full rights of
subrogation against the New D&B Group.

                  SECTION 4.8 Third-Party Beneficiaries. It is the intention of
the parties to this Agreement that the provisions of Section 4.7 shall be
enforceable by (a) the Moody's Nonqualified Plan Participants and (b) their
respective surviving beneficiaries.

                  SECTION 4.9 Nonemployee Director Deferred Compensation
Plan/Corporation Director Retirement Plan. (a) As of the Effective Time, New D&B
shall assume the Corporation Nonemployee Director Deferred Compensation Plan and
Moody's shall adopt the Moody's Nonemployee Director Deferred Compensation Plan
for the benefit of Moody's Directors who were participants in the Corporation
Nonemployee Director Deferred Compensation Plan immediately prior to the
Effective Time. As of the Effective Time, the Moody's Group shall assume
Liabilities relating to account balances of Moody's Directors under the
Corporation Nonemployee Director Deferred Compensation Plan. As of the Effective
Time, the New D&B Group shall retain Liabilities with respect to account
balances of all other participants under the Corporation Nonemployee Director
Deferred Compensation Plan.

                  (b) As of the Effective Time, New D&B shall assume the
Corporation Director Retirement Plan and retain the Liabilities with respect to
all participants thereunder.

                  (c) Prior to the Effective Time, New D&B shall be substituted
for Corporation in the Corporation Rabbi Trust Agreements.
<PAGE>   16
                                                                              16


                  SECTION 4.10 Joint and Several Liability. Moody's and New D&B
acknowledge joint and several liability under (i) the Employee Benefits
Agreement dated as of October 29, 1996 among D&B, Cognizant and ACNielsen and
(ii) the Employee Benefits Agreement dated as of June 30, 1998 between
Corporation and R.H. Donnelley Inc., with respect to certain nonqualified plans
maintained by Corporation prior to such dates. To the extent joint and several
liability is imposed on Moody's in respect of a liability assumed by New D&B
under this Agreement, Moody's shall be entitled to contribution from New D&B for
the amount of such liability imposed. To the extent joint and several liability
is imposed on New D&B in respect of a liability assumed by Moody's under this
Agreement, New D&B shall be entitled to contribution from Moody's for the amount
of such liability imposed.

                                    ARTICLE V
                                  WELFARE PLANS

                  SECTION 5.1 Employee Benefit Welfare Plans. Prior to the
Effective Time, Corporation shall continue to sponsor its Employee Benefit
Welfare Plans for the benefit of the Corporation Employees. Except as provided
in Section 5.4 and Section 5.6 below, from and after the Effective Time, Moody's
shall continue to sponsor its Employee Benefit Welfare Plans solely for the
benefit of Moody's Employees. From and after the Effective Time, New D&B shall
sponsor its Employee Benefit Welfare Plans for the benefit of New D&B Employees
and Corporation Retirees who participated in the Corporation Employee Benefit
Welfare Plans immediately prior to the Effective Time. Notwithstanding the
foregoing, neither Moody's nor New D&B shall have any obligation to sponsor any
Employee Benefit Welfare Plan from or after the Effective Time.

                  SECTION 5.2 Pre-Existing Conditions; Dollar Limits. With
respect to any medical plan that may be sponsored by New D&B and Moody's after
the Effective Time, New D&B and Moody's (a) shall cause there to be waived any
pre-existing condition limitations and (b) shall give effect, in determining any
deductible and maximum out-of-pocket limitations, to claims incurred, and
amounts paid by, and amounts reimbursed to, (in each case during 2000 prior to
the Effective Time) New D&B Employees, Moody's Employees and Corporation
Retirees under similar plans maintained by Corporation (or any Affiliate
thereof) for their benefit immediately prior to the Effective Time.

                  SECTION 5.3 Severance Plans. The Moody's Group shall retain
all Liabilities with respect to severance payments made or to be made to Moody's
Employees. The New D&B Group shall retain all Liabilities with respect to
severance payments made or to be made to New D&B Employees. Liabilities with
respect to severance payments made or to be made with respect to certain
Corporation Employees or former employees of Corporation terminated on or prior
to the Effective Time shall be handled in the manner set forth on Schedule 5.3.
For purposes of this Section 5.3, the term "severance payments" shall include
any welfare benefit coverage and all other severance related benefits provided
under severance plans and agreements other than, with respect to Moody's
Elective Retirees, retiree medical and dental and retiree life insurance.
<PAGE>   17
                                                                              17


                  SECTION 5.4 Flexible Spending Accounts. From the Effective
Time until December 31, 2000, New D&B shall administer its flexible spending
accounts for all Corporation Employees; provided, however, that Moody's shall
forward all flexible spending account funds attributable to Moody's Employees to
New D&B as promptly as practicable.

                  SECTION 5.5 Long-Term Disability. Prior to the Effective Time,
New D&B shall assume and become the sponsor of the Corporation Long-Term
Disability Plan and New D&B shall be substituted for Corporation in the
Corporation Master Welfare Plan Trust Agreement. Active participation of Moody's
Employees in the Corporation Long-Term Disability Plan shall cease immediately
after the Effective Time. New D&B shall cause the trustee of the Master Welfare
Plan Trust to segregate the assets of the Corporation Long-Term Disability Plan
allocable to the Moody's Disabled Employees who became disabled prior to January
1, 1994. As soon as practicable after the Effective Time, Moody's shall
establish the Moody's Long-Term Disability Plan for the benefit of Moody's
Disabled Employees and the assets allocable to the Moody's Employees who became
disabled prior to January 1, 1994 shall be transferred to a separate trust
established under the Moody's Long-Term Disability Plan (the "Moody's Long-Term
Disability Plan Transfer Date"). The value of such assets to be transferred
shall be adjusted as follows:

         (a)      reduced by the amount of benefit payments made under the
                  Corporation Long-Term Disability Plan with respect to such
                  Moody's Disabled Employees from the Effective Time to the
                  Moody's Long-Term Disability Plan Transfer Date; and

         (b)      increased (or decreased) by the share of the net investment
                  income (or loss) and decreased by the share of investment
                  expenses from the Effective Time to the Moody's Long-Term
                  Disability Plan Transfer Date attributable to the value of
                  such segregated assets.

                  SECTION 5.6 Allocation of Liabilities. (a) The Moody's Group
shall retain responsibility for and continue to pay all expenses and benefits
relating to (i) the Corporation Long-Term Disability Plans with respect to
claims incurred by Moody's Disabled Employees, regardless of when such claims
are incurred and (ii) the Corporation Employee Benefit Welfare Plans with
respect to claims incurred from and after the Effective Time by Moody's
Employees as well as their dependents. The New D&B Group shall be responsible
for and pay expenses and benefits relating to all Employee Benefit Welfare Plan
claims (i) incurred prior to the Effective Time by Corporation Employees,
Moody's Disabled Employees and their covered dependents (other than claims
incurred by Moody's Disabled Employees under the Corporation Long-Term
Disability Plans) and (ii) incurred by New D&B Employees and Corporation
Retirees as well as their covered dependents from and after the Effective Time.
For purposes of this paragraph, a claim is deemed incurred when the services
that are the subject of the claim are performed; in the case of life insurance,
when the death occurs; in the case of long-term disability, when the disability
occurs; and, in the case of a hospital stay, when the employee first enters the
hospital. Notwithstanding the foregoing, claims incurred by any employee of a
pre-Distribution Subsidiary of the Corporation or their covered dependents under
any welfare plan maintained by such
<PAGE>   18
                                                                              18


Subsidiary solely for the benefit of its employees and their dependents shall,
whether incurred prior to, on or after the Effective Time, be the sole
responsibility and liability of that Subsidiary.

                  (b) The Moody's Group shall be responsible for all COBRA
coverage for (i) any Corporation Employee who would have been a Moody's Employee
but for the qualifying event and his or her covered dependents who participated
in a Corporation Employee Benefit Welfare Plan and who had or have a loss of
health care coverage due to a qualifying event occurring prior to the Effective
Time and (ii) any Moody's Employee who is entitled to COBRA coverage as a result
of a qualifying event occurring at or after the Effective Time. The New D&B
Group shall be responsible for all COBRA coverage for any other Corporation
Employee and his or her covered dependents who participated in a Corporation
Employee Benefit Welfare Plan and who had or have a loss of health care coverage
due to a qualifying event occurring prior to the Effective Time. Notwithstanding
the foregoing, a pre-Distribution Subsidiary of Corporation shall be responsible
for all COBRA coverage for its former employees and covered dependents who
participated in a plan maintained solely for their benefit whether the
applicable event occurs prior to, on or after the Effective Time.

                  SECTION 5.7 Retiree Welfare Plans. The Moody's Group shall be
responsible for providing retiree welfare benefits, where applicable, to Moody's
Employees. The New D&B Group shall be responsible for providing retiree welfare
benefits, where applicable, to Corporation Retirees and New D&B Employees.

                                   ARTICLE VI
                               EQUITY-BASED PLANS

                  SECTION 6.1 Corporation Stock Options. Stock options awarded
under the Corporation Stock Incentive Plans ("Corporation Stock Options") shall
be treated as follows:

                  (a) Except as provided in Section 6.1(d) of this Agreement, as
of the Effective Time, each unexercised Corporation Stock Option held by any
Person shall be adjusted, pursuant to the terms of the award agreements and the
Corporation Stock Incentive Plans, into an option to purchase Moody's Common
Stock (a "Moody's Option") held pursuant to the Corporation Stock Incentive
Plans and a separately exercisable option, granted pursuant to the New D&B
Replacement Plans, to purchase New D&B Common Stock (a "New D&B Option"). The
number of shares of Moody's Common Stock covered by the Moody's Option shall
equal the number of shares of Corporation Common Stock covered by the
corresponding Corporation Stock Option immediately prior to the Effective Time
and the number of shares of New D&B Common Stock covered by the New D&B Option
shall equal fifty percent of the number of shares of Corporation Common Stock
covered by the corresponding Corporation Stock Option immediately prior to the
Effective Time, rounded down to the nearest whole share.

                  (b) The exercise price per share of each Moody's Option shall
equal the product of (A) the excess of (i) the trading price per share of
Corporation Common Stock as of last trade "regular way" immediately prior to the
Distribution (the "Corporation Stock Price") over (ii) the quotient of (a) the
trading price per share of New D&B Common Stock as of the last trade "when
<PAGE>   19
                                                                              19


issued" immediately prior to the Distribution (the "New D&B Stock Price")
divided by (b) two, multiplied by (B) a fraction, the numerator of which is the
original exercise price per share of the corresponding Corporation Stock Option,
and the denominator of which equals the Corporation Stock Price (the "Conversion
Ratio").

                  (c) The exercise price per share of each New D&B Option shall
equal the New D&B Stock Price multiplied by the Conversion Ratio. Except as
otherwise provided in the New D&B Replacement Plans and this Section 6.1(a), the
terms of each New D&B Option shall be substantially identical to the terms of
the Corporation Stock Option from which it arose.

                  (d) In accordance with the terms of the employment agreement
dated May 15, 2000 between the Corporation and Allan Z. Loren (the "Loren
Agreement"), as of the Effective Time, the Corporation Stock Options held by Mr.
Loren shall be canceled and, in lieu thereof, New D&B shall issue replacement
New D&B Options.

                  SECTION 6.2 Corporation SARs. All stock appreciation rights
awarded under the Corporation Stock Incentive Plans ("Corporation SARs") shall
be adjusted in substantially the same manner as the Corporation Stock Options
described in Section 6.1 above.

                  SECTION 6.3 Restricted Stock.

                  (a) New D&B Common Stock received in the Distribution as a
dividend ("Dividended Restricted Stock") by Moody's Directors and New D&B
Directors on shares of restricted stock awarded under the Corporation Stock
Incentive Plans ("Corporation Restricted Stock) shall be subject to the same
restrictions as the Corporation Restricted Stock from which it arose.

                  (b) Moody's shall, as soon as practicable, inform New D&B of
the lapse of restrictions with respect to the Corporation Restricted Stock held
by New D&B Directors. In the event that Dividended Restricted Stock is forfeited
by a Moody's Director or New D&B Director, such forfeited Dividended Restricted
Stock shall be forfeited directly to New D&B.

                  (c) In accordance with the terms of the Loren Agreement, as of
the Effective Time, the shares of restricted stock of the Corporation granted to
Mr. Loren and the Dividended Restricted Stock shall be forfeited and, in lieu
thereof, New D&B shall grant Mr. Loren shares of restricted stock of New D&B.

                  SECTION 6.4 Performance Shares. Performance shares awarded
under the Corporation Stock Incentive Plans ("Corporation Performance Shares")
shall be treated as follows:

                  (a) Moody's Employees. Moody's Employees shall receive,
following the completion of the performance cycle, (i) a number of shares of
Moody's Common Stock equal to the number of Corporation Performance Shares to
which such Moody's Employees would have been entitled but for the Distribution
plus (ii) a cash payment equal to the fair market value (as of
<PAGE>   20
                                                                              20


the date the award is approved) of a number of shares of New D&B Common Stock
equal to fifty percent of the number of such Corporation Performance Shares.

                  (b) New D&B Employees. As of the Effective Time, Corporation
Performance Share opportunities granted to New D&B Employees shall be canceled
and such individuals shall receive a replacement performance share opportunity,
pursuant to the New D&B Replacement Plan, consisting of (i) a number of shares
of New D&B Common Stock equal to fifty percent of the target number of
Corporation Performance Shares plus (ii) a cash payment opportunity equal to the
fair market value (as of the date the award is approved) of a number of shares
of Moody's Common Stock equal to the target number of Corporation Performance
Shares.

                  (c) Performance Data. As soon as practicable, but no later
than January 31, 2001, (i) New D&B shall provide Moody's with the performance
data necessary for Moody's to calculate awards granted to Moody's Employees
under the Corporation Stock Incentive Plans and (ii) Moody's shall provide New
D&B with the performance data necessary for New D&B to calculate awards granted
to New D&B Employees under the Corporation Stock Incentive Plans. Moody's and
New D&B agree to keep all information provided under this Section 6.4(c)
confidential consistent with Section 4.4 of the Distribution Agreement.

                  SECTION 6.5 Corporation Employee Stock Purchase Plan. (a) From
and after the Effective Time, Moody's shall continue to sponsor the Corporation
Employee Stock Purchase Plan.

                  (b) As of the Effective Time, New D&B shall adopt the New D&B
Employee Stock Purchase Plan for the benefit of New D&B Employees.

                  SECTION 6.6 Phantom Stock Units. The phantom stock units
awarded to each Moody's Director and New D&B Director ("Corporation Phantom
Stock Units") shall be adjusted or substituted, as the case may be, into a
number of Moody's Phantom Stock Units equal to the number of Corporation Phantom
Stock Units held by such Moody's Director or New D&B Director immediately prior
to the Distribution and a number of New D&B Phantom Stock Units equal to fifty
percent of the number of Corporation Phantom Stock Units held by such
Corporation Director immediately prior to the Distribution. As of the Effective
Time, the Moody's Group shall retain Liabilities relating to the Moody's Phantom
Stock Units and the New D&B Phantom Stock Units held by Moody's Directors. As of
the Effective Time, the New D&B Group shall assume Liabilities with respect to
the Moody's Phantom Stock Units and the New D&B Phantom Stock Units held by all
other Corporation Directors. Except as otherwise provided in the New D&B
Replacement Plans, the Corporation Stock Incentive Plans, this Section 6.6 or
Section 6.8, the Moody's Phantom Stock Units and the New D&B Phantom Stock Units
will have the same terms and conditions as the Corporation Phantom Stock Units
from which they arose.

                  SECTION 6.7 Performance Share Units. The performance share
units awarded to each Moody's Director and New D&B Director ("Corporation
Performance Share Units") shall be adjusted into a number of Moody's Performance
Share Units, held pursuant to the Corporation
<PAGE>   21
                                                                              21


Stock Incentive Plans, equal to the number of Corporation Performance Share
Units held by such Moody's Director or New D&B Director immediately prior to the
Distribution and a number of New D&B Performance Share Units, granted pursuant
to the New D&B Replacement Plan, equal to fifty percent of the number of
Corporation Performance Share Units held by such Moody's Director or New D&B
Director immediately prior to the Distribution, rounded down to the nearest
whole share. Except as otherwise provided in the New D&B Replacement Plans, the
Corporation Stock Incentive Plans, this Section 6.7 and Section 6.8, each
Moody's Performance Share Unit and each New D&B Performance Share Unit will have
the same terms and conditions as the Corporation Performance Share Unit from
which it arose.

                  SECTION 6.8 Termination of Employment/Service. (a) With
respect to each New D&B Option, stock appreciation right for New D&B Common
Stock, New D&B Performance Share Unit and Dividended Restricted Stock granted to
a Moody's Employee or Moody's Directors (other than a Moody's Director who is a
member of the Board of Directors of New D&B) pursuant to the New D&B Replacement
Plans, the New D&B Replacement Plans shall provide that references under such
plans to continued employment or service or termination of employment or service
shall refer to continued employment or service or termination of employment or
service with Moody's rather than New D&B. With respect to each Moody's Option,
stock appreciation right for Moody's Common Stock, Corporation Restricted Stock
and Moody's Performance Share Unit held by a New D&B Employee or a New D&B
Director pursuant to the Corporation Stock Incentive Plans, the Corporation
shall amend such Corporation Stock Incentive Plans to provide that references
under such plans to continued employment or service or termination of employment
or service shall refer to continued employment or service or termination of
employment or service with New D&B rather than Corporation.

                  (b) Upon the termination of employment or service of a New D&B
Employee or a New D&B Director, respectively, New D&B shall, as soon as
practicable, inform Moody's of such termination of employment or service,
whether such termination was due to death, disability or retirement and whether
the Moody's Options held by such New D&B Employee or New D&B Director were
cashed-out in cancellation of such Moody's Options and upon the termination of
employment or service of a Moody's Employee or a Moody's Director, respectively,
Moody's shall, as soon as practicable, inform New D&B of such termination of
employment or service whether such termination was due to death, disability or
retirement and whether the New D&B Options granted to such Moody's Employee or
Moody's Director were cashed-out in cancellation of such New D&B Options.

                  SECTION 6.9 Change in Control. To the extent an award granted
under the Corporation Stock Incentive Plans provided for the acceleration of
vesting upon a Change in Control (as defined in the Corporation Stock Incentive
Plans), the following awards shall accelerate as follows:

                  (a) New D&B Employees and New D&B Directors. The vesting of
Moody's Options, stock appreciation rights for Moody's Common Stock, Moody's
Performance Share Units, Corporation Restricted Stock and Dividended Restricted
Stock held by a New D&B Employee or New D&B Director shall accelerate (i) upon a
Change in Control (as defined in the
<PAGE>   22
                                                                              22


Corporation Stock Incentive Plans) of Moody's and (ii) upon a Change in Control
(as defined in the New D&B Replacement Plans) of New D&B.

                  (b) Moody's Employees and Moody's Directors. The vesting of
New D&B Options, stock appreciation rights for New D&B Common Stock and New D&B
Performance Share Units granted to a Moody's Employee or Moody's Director shall
accelerate (i) upon a Change in Control (as defined in the New D&B Replacement
Plans) of New D&B and (ii) upon a Change in Control (as defined in the
Corporation Stock Incentive Plans) of Moody's.


                  SECTION 6.10 Allocation of Liabilities. Except as provided in
the Tax Allocation Agreement, the New D&B Group shall assume all Liabilities
with respect to awards granted pursuant to the New D&B Replacement Plans;
provided, however, that, Moody's shall indemnify New D&B for all Liabilities
with respect to claims by Moody's Employees or Moody's Directors relating to the
termination or forfeiture of such outstanding awards due to the termination of
employment or service of such Moody's Employee or Moody's Director by Moody's.
The Moody's Group shall retain all Liabilities with respect to awards of Moody's
Common Stock granted pursuant to the Corporation Stock Incentive Plans;
provided, however, that, New D&B shall indemnify Moody's for all Liabilities
with respect to claims by New D&B Employees or New D&B Directors relating to the
termination or forfeiture of such outstanding awards due to the termination of
employment or service of such New D&B Employee or New D&B Director, by New D&B.

                                   ARTICLE VII
                         FOREIGN EMPLOYEE BENEFIT PLANS

                  Section 7.1 Foreign Employee Benefit Plans. Except as
otherwise provided on Schedule 7.1 of this Agreement, Moody's shall provide
Moody's Employees who permanently reside outside the United States with employee
benefit plans, programs and arrangements that are comparable, in the aggregate,
to the Employee Benefit Plans in which such Moody's Employees currently
participate, but only to the extent Moody's can provide such employee benefits
without incurring cost significantly higher than the cost to provide such
employee benefits prior to the Effective Time.

                                  ARTICLE VIII
                          OTHER EMPLOYEE BENEFIT ISSUES

                  SECTION 8.1 Assumption of Liabilities. Except as otherwise
expressly provided in this Agreement, the Distribution Agreement shall govern
the rights of the Moody's Group and the New D&B Group with respect to the
assumption and/or retention of Liabilities.

                  SECTION 8.2 Workers' Compensation. The Moody's Group shall
retain all Liabilities relating to workers' compensation claims that were
incurred (a) prior to the Effective Time with respect to Corporation Employees
who were employed by the Moody's Group after the Effective Time and (b) on and
after the Effective Time with respect to Moody's Employees.
<PAGE>   23
                                                                              23


The New D&B Group shall retain all Liabilities relating to workers' compensation
claims that were incurred (a) prior to the Effective Time with respect to
Corporation Employees who were not employed by the Moody's Group, after the
Effective Time and (b) on and after the Effective Time with respect to New D&B
Employees. For purposes of this paragraph, a claim is deemed incurred when the
injury that is the subject of the claim occurs.

                  SECTION 8.3 Employee Benefit Plan Amendment. Where the
provisions of this Agreement are inconsistent with any Employee Benefit Plan,
this Agreement shall constitute an amendment to such Employee Benefit Plan. It
is the intention of the parties to this Agreement that the provisions of this
Section 8.3 shall be enforceable by (a) the Corporation Employees and (b) their
respective surviving beneficiaries.

                                   ARTICLE IX
                           BENEFIT PLAN PARTICIPATION

                  SECTION 9.1 Corporation Plans. Except as specifically provided
herein, all Moody's Employees shall cease participation in all Corporation
Employee Benefit Plans as of the Effective Time.

                  SECTION 9.2 Moody's Plans. With respect to any newly created
Employee Benefit Plan sponsored by the Moody's Group after the Effective Time,
the Moody's Group shall cause to be recognized (to the extent applicable) (i)
each Moody's Employee's (other than Moody's Elective Retirees) past service with
the Corporation Group to the extent recognized under similar plans maintained by
the Corporation Group immediately prior to the Effective Time and (ii) each
Moody's Employee's accrued but unused vacation time and sick days. Any Moody's
Employee who participated in a Corporation Employee Benefit Plan immediately
prior to the Effective Time shall be entitled to immediate participation in a
similar newly created Employee Benefit Plan sponsored by the Moody's Group.

                  SECTION 9.3 New D&B Plans. With respect to any Employee
Benefit Plan sponsored by the New D&B Group after the Effective Time, the New
D&B Group shall cause to be recognized (to the extent applicable) each New D&B
Employee's (i) past service with the Corporation Group to the extent recognized
under similar plans maintained by the Corporation Group immediately prior to the
Effective Time and (ii) accrued but unused vacation time and sick days. Any New
D&B Employee who participated in a Corporation Employee Benefit Plan immediately
prior to the Effective Time shall be entitled to immediate participation in a
similar Employee Benefit Plan sponsored by New D&B.

                  SECTION 9.4 Subsequent Employer. If, during the one-year
period following the Effective Time, a Moody's Employee or a New D&B Employee,
who was employed by Corporation prior to the Effective Time, terminates
employment with his or her employer and then immediately commences employment
with the Moody's Group or the New D&B Group, the subsequent employer shall cause
to be recognized (to the extent applicable) such employee's past service with
the Corporation Group, the Moody's Group or the New D&B Group to the extent
recognized under similar plans maintained by the prior employer. Notwithstanding
the
<PAGE>   24
                                                                              24


foregoing, no past service shall be recognized with respect to final average
compensation pension accruals under the defined benefit plans of the subsequent
employer.

                  SECTION 9.5 Right to Amend or Terminate. Except as
specifically provided herein, nothing in this Agreement shall be construed or
interpreted to restrict the Moody's Group's or the New D&B Group's right or
authority to amend or terminate any of their Employee Benefit Plans following
the Effective Time.

                                    ARTICLE X
                              ACCESS TO INFORMATION

                  SECTION 10.1 Access to Information. Article IV of the
Distribution Agreement shall govern the rights of the Moody's Group and the New
D&B Group with respect to access to information. The term "Records" in that
Article shall be read to include all Employee Benefit Records.

                                   ARTICLE XI
                                 INDEMNIFICATION

                  SECTION 11.1 Indemnification. Article III of the Distribution
Agreement shall govern the rights of the Moody's Group and the New D&B Group
with respect to indemnification. The term "Moody's Liabilities" in that Article
shall be read to include all Liabilities assumed or retained by the Moody's
Group pursuant to this Agreement. The term "New D&B Liabilities" in that Article
shall be read to include all Liabilities assumed or retained by the New D&B
Group pursuant to this Agreement.

                                   ARTICLE XII
                               DISPUTE RESOLUTION

                  SECTION 12.1 Dispute Resolution. Article VI of the
Distribution Agreement shall govern the rights of the Moody's Group and the New
D&B Group with respect to dispute resolution. The term "Agreement Dispute" in
that Article shall be read to include all Employee Benefit Disputes.

                                  ARTICLE XIII
                                  MISCELLANEOUS

                  SECTION 13.1 Complete Agreement; Construction. This Agreement,
including the Exhibits and Schedules (if any), and the Distribution Agreement
shall constitute the entire agreement between the parties with respect to the
subject matter hereof and shall supersede all previous negotiations, commitments
and writings with respect to such subject matter. In the event of any
inconsistency between this Agreement and any Schedule hereto, the Schedule shall
prevail. Other than Sections 2.7 and 4.5 and Article VI of the Distribution
Agreement, which shall prevail over any inconsistent or conflicting provisions
in this Agreement, notwithstanding any other provisions in this Agreement to the
contrary, in the event and to the extent that there
<PAGE>   25
                                                                              25


shall be a conflict between the provisions of this Agreement and the provisions
of the Distribution Agreement, this Agreement shall control.

                  SECTION 13.2 Ancillary Agreements. This Agreement is not
intended to address, and should not be interpreted to address, the matters
specifically and expressly covered by the Ancillary Agreements.

                  SECTION 13.3 Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the parties and delivered to the other parties.

                  SECTION 13.4 Survival of Agreements. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the parties
contained in this Agreement shall survive the Distribution Date.

                  SECTION 13.5 Expenses. Except as otherwise set forth in this
Agreement, the Distribution Agreement or any Ancillary Agreement, each of
Moody's and New D&B agree to assume and be responsible for fifty percent of all
costs and expenses incurred on or prior to the Distribution Date (whether or not
paid on or prior to the Distribution Date) in connection with the preparation,
execution, delivery and implementation of this Agreement and the consummation of
the transactions contemplated hereby. Except as otherwise set forth in this
Agreement, the Distribution Agreement or any Ancillary Agreement, each party
shall bear its own costs and expenses incurred after the Distribution Date. Any
amount or expense to be paid or reimbursed by any party hereto to any other
party hereto shall be so paid or reimbursed promptly after the existence and
amount of such obligation is determined and demand therefor is made.

                  SECTION 13.6 Notices. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or otherwise) to the
parties at the following addresses (or at such other addresses for a party as
shall be specified by like notice) and will be deemed given on the date on which
such notice is received:

                  To the Corporation:

                  Moody's Corporation
                  99 Church Street
                  New York, NY  10007
                  Telecopy: (212) 553-0300
                  Attn:  Chief Legal Counsel
<PAGE>   26
                                                                              26


                  To New D&B:

                  The Dun & Bradstreet Corporation
                  One Diamond Hill Road
                  Murray Hill, NJ  07974
                  Telecopy: (908) 665-5827
                  Attn:  Corporate Secretary

                  SECTION 13.7 Waivers. The failure of any party to require
strict performance by any other party of any provision in this Agreement will
not waive or diminish that party's right to demand strict performance thereafter
of that or any other provision hereof.

                  SECTION 13.8 Amendments. Subject to the terms of Section 13.11
hereof, this Agreement may not be modified or amended except by an agreement in
writing signed by each of the parties hereto.

                  SECTION 13.9 Assignment. This Agreement shall not be
assignable, in whole or in part, directly or indirectly, by any party hereto
without the prior written consent of the other parties hereto, and any attempt
to assign any rights or obligations arising under this Agreement without such
consent shall be void.

                  SECTION 13.10 Successors and Assigns. The provisions to this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and permitted assigns.

                  SECTION 13.11 Termination. This Agreement (including, without
limitation, Section 4.8 and Article XII hereof) may be terminated and may be
amended, modified or abandoned at any time prior to the Distribution by and in
the sole discretion of Corporation without the approval of the shareholders of
Corporation. In the event of such termination, no party shall have any liability
of any kind to any other party or any other person. After the Distribution, this
Agreement may not be terminated except by an agreement in writing signed by the
parties; provided, however, that Section 4.8 and Article XII shall not be
terminated or amended after the Distribution in respect of the third party
beneficiaries thereto without the consent of such persons.

                  SECTION 13.12 Subsidiaries. Each of the parties hereto shall
cause to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth herein to be performed by any Subsidiary of
such party or by any entity that is contemplated to be a Subsidiary of such
party on and after the Distribution Date.

                  SECTION 13.13 Third Party Beneficiaries. Except as provided in
Section 4.8, Section 8.3 and Article XII, this Agreement is solely for the
benefit of the parties hereto and their respective Subsidiaries and Affiliates
and should not be deemed to confer upon third parties any remedy, claim,
liability, reimbursement, claim of action or other right in excess of those
existing without reference to this Agreement.
<PAGE>   27
                                                                              27


                  SECTION 13.14 Title and Headings. Titles and headings to
sections herein are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.

                  SECTION 13.15 Exhibits and Schedules. The Exhibits and
Schedules, if any, shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.

                  SECTION 13.16 GOVERNING LAW. THIS AGREEMENT 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.

                  SECTION 13.17 Consent to Jurisdiction. Without limiting the
provisions of Article XII hereof, each of the parties irrevocably submits to the
exclusive jurisdiction of (a) the Supreme Court of the State of New York, New
York County, and (b) the United States District Court for the Southern District
of New York, for the purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction contemplated hereby. Each of the
parties agrees to commence any action, suit or proceeding relating hereto either
in the United States District Court for the Southern District of New York or if
such suit, action or other proceeding may not be brought in such court for
jurisdictional reasons, in the Supreme Court of the State of New York, New York
County. Each of the parties further agrees that service of any process, summons,
notice or document by U.S. registered mail to such party's respective address
set forth above shall be effective service of process for any action, suit or
proceeding in New York with respect to any matters to which it has submitted to
jurisdiction in this Section 13.17. Each of the parties irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (i) the Supreme Court of the State of New York, New York County, or
(ii) the United States District Court for the Southern District of New York, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.

                  SECTION 13.18 Severability. In the event any one or more of
the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

                  SECTION 13.19 Governmental Notices; Cooperation.
Notwithstanding anything in this Agreement to the contrary, all actions
contemplated herein with respect to Employee Benefit Plans which are to be
consummated pursuant to this Agreement shall be subject to such notices to,
and/or approvals by, the Service or the PBGC (or any other governmental agency
or entity) as are required or deemed appropriate by such Employee Benefit Plan's
sponsor. Moody's
<PAGE>   28
                                                                              28


and New D&B agree to use their commercially reasonable efforts to cause all such
notices and/or approvals to be filed or obtained, as the case may be. Each party
hereto shall reasonably cooperate with the other parties with respect to any
government filings, employee notices or any other actions reasonably necessary
to maintain and implement the Employee Benefit Plans covered by this Agreement.

                  SECTION 13.20 Further Assurances. From time to time, as and
when reasonably requested by any other party hereto, each party hereto shall
execute and deliver, or cause to be executed and delivered, all such documents
and instruments and shall take, or cause to be taken, all such further or other
actions as such other party may reasonably deem necessary or desirable to effect
the purposes of this Agreement and the transactions contemplated hereunder.
<PAGE>   29
                  IN WITNESS WHEREOF, the parties have duly executed and entered
into this Agreement, as of the date first above written.


                                       THE DUN & BRADSTREET CORPORATION


                                       By:  /s/ David J. Lewinter
                                            ---------------------
                                            Name:   David J. Lewinter
                                            Title:  Vice President and Corporate
                                                    Secretary


                                       THE NEW D&B CORPORATION


                                       By:  /s/ David J. Lewinter
                                            ---------------------
                                            Name:   David J. Lewinter
                                            Title:  President and Secretary
</TEXT>
</DOCUMENT>
