Sample Business Contracts

Stock Appreciation Rights Agreement - The Dun & Bradstreet Corp.

                      STOCK APPRECIATION RIGHTS AGREEMENT
                        RELATING TO STOCK OPTIONS UNDER
         THE 1998 DUN & BRADSTREET KEY EMPLOYEES' STOCK INCENTIVE PLAN

This Agreement confirms the grant on [grant date] by THE DUN & BRADSTREET
CORPORATION (the "Company") to:

               [Associate Name]           (the "Associate")

of Limited Stock Appreciation Rights ("LSAR's") with respect to the following
options to purchase shares of the Company's Common Stock, par value $0.01 per
share ("Common Stock"), presently held by the Associate or granted to the
Associate contemporaneously herewith under the 1998 Dun & Bradstreet Key
Employees' Stock Incentive Plan, as amended from time to time (the "1998 Plan"):

Date of Option Grant          Number of Shares         Option Exercise Price

  [             ]              [           ]             [$            ]

Each LSAR represents the right to receive, in cash, upon exercise, the excess of
the Tender Offer Price (as defined below) over the option exercise price of the
above option to which the LSAR relates, such excess constituting the
"Appreciation." These LSAR's are issued in accordance with and are subject to
the terms of the 1998 Plan, which plan is incorporated herein by reference, and
the following additional terms and conditions:

1.       Each LSAR is related to an option (the "Related Option") to purchase
         the number of shares of Common Stock at the option exercise price per
         share indicated above.

2.       These LSAR's may be exercised, in whole or in part, only on and after
         six months after the date of grant and only during the 30-day period
         beginning on the first day following the acquisition of at least 20% of
         all outstanding shares of Common Stock pursuant to any tender or
         exchange offer for shares of Common Stock (other than one made by the
         Company), whether the Company does or does not support the offer. A
         tender or exchange offer filed with the Securities and Exchange
         Commission on Form 14D-1 (or successor form) shall be treated
         conclusively as a tender or exchange offer for purposes of this
         provision. Each LSAR is exercisable only if and to the extent the
         Related Option is exercisable. During the 30-day period when these
         LSAR's are exercisable, other stock appreciation rights relating to the
         Related Option shall not be exercisable.

3.       To the extent exercisable, these LSAR's may be exercised from time to
         time by notice to the Company. The date a notice of exercise is
         received by the Company shall be the exercise date. At the time of
         payment of the Appreciation to the Associate, the Company shall require
         payment of any amount the Company may determine to be necessary to
         withhold for federal, state or local taxes as a result of the exercise
         of an LSAR.

4.       Exercise of an LSAR shall reduce the number of shares of Common Stock
         covered by the Related Option and any other related stock appreciation
         right on a share for share basis. The exercise of a Related Option or
         of any other related stock appreciation right shall reduce the number
         of related LSAR's on the same basis.
<PAGE>   2
5.       The term "Tender Offer Price" when used herein shall mean the highest
         price paid for shares of Common Stock in any tender or exchange offer
         of the kind contemplated in Paragraph 2 above which is in effect at any
         time during the 60-day period preceding the date of exercise of an
         LSAR, provided that any securities or property which are part or all of
         the consideration paid for shares of Common Stock in any such tender or
         exchange offer shall be valued at the higher of (i) the valuation
         placed on such securities or property by the person making such offer
         or (ii) the valuation (for purposes hereof) placed on such securities
         or property by the Compensation & Benefits Committee of the Board of
         Directors of the Company (the "Committee").

6.       These LSAR's shall terminate when the Associate is no longer subject to
         the provisions of Section 16(b) of the Securities Exchange Act of 1934,
         as amended.

7.       These LSAR's are not transferable by the Associate, provided that the
         Committee may, in its discretion, authorize these LSAR's to be
         transferred in the limited circumstances applicable to the Related
         Option.


IN WITNESS WHEREOF, The Dun & Bradstreet Corporation has caused this Agreement
to be executed in duplicate by its officer thereunto duly authorized.


                                            THE DUN & BRADSTREET CORPORATION


                                            By
                                                --------------------------
                                                  Chief Executive Officer



The undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Limited Stock Appreciation Rights Agreement and acknowledges receipt
of (i) a copy of the Prospectus dated [date of latest Prospectus] relating to
the 1998 Dun & Bradstreet Key Employees' Stock Incentive Plan and (ii) a copy of
the [year Annual Report] of The Dun & Bradstreet Corporation.



------------------------                     --------------------------------
        Date                                            Associate