PENSION BENEFIT EQUALIZATION PLAN OF THE DUN & BRADSTREET CORPORATION

1.

Purpose of the Plan

(a)

The purpose of the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation (the “ Plan ”) is to provide a means of equalizing the benefits of those employees of The Dun & Bradstreet Corporation (the “ Corporation ”) and certain related entities participating in the Retirement Account of The Dun & Bradstreet Corporation (the “ Retirement Account ”) whose funded benefits under the Retirement Account are or will be limited by the application of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), the Internal Revenue Code of 1986, as amended (the “ Code ”) or any applicable law or regulation. The Plan is intended to be an “excess benefit plan,” as that term is defined in Section 3(36) of ERISA, with respect to those Participants, as defined in Section 3 of the Plan, whose benefits under the Retirement Account have been limited by Code Section 415, and is otherwise intended to be a “top hat” plan meeting the requirements of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. All capitalized terms not defined herein will have the meaning set forth in the Retirement Account.

(b)

The Plan has been amended and restated effective January 1, 2009 to comply with Code Section 409A, but only with respect to Participants who are not Grandfathered Participants, as defined in Section 15 of the Plan. Amounts deferred under the Plan with respect to Grandfathered Participants remain subject to the terms of the Plan as amended and restated effective September 30, 2000.

2.

Administration of the Plan

(a)

The Compensation & Benefits Committee (the “ Committee ”) appointed by the Board of Directors of the Corporation (the “ Board ”) shall be responsible for the administration of the Plan.

(b)

The members of the Committee may from time to time allocate responsibilities among themselves and may delegate to any management committee, employee, director or agent its responsibility to perform any act hereunder, including without limitation those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at its discretion.

(c)

The Committee (and its delegees) shall have the exclusive authority to interpret the provisions of the Plan and construe all of its terms (including, without limitation, all disputed and uncertain terms), to adopt, amend, and rescind rules and regulations for the administration of the Plan, and generally to conduct and administer the Plan and to make all determinations in connection with the Plan as may be necessary or advisable. All such actions of the Committee shall be conclusive and binding upon all interested parties. All deference permitted by law shall be given to such interpretations, determinations and actions.

(d)

Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.

(e)

The procedure for presenting claims under the Plan and appealing denials thereof is set forth in Appendix A.

3.

Eligibility and Participation

4.

Code Section 409A Compliance

(a)

Benefits under this Plan are deferred compensation and, except with respect to the Grandfathered Participants, are subject to Code Section 409A. This Plan is intended to comply with that provision of the Code and all guidance issued thereunder by the U.S. Internal Revenue Service (the “ Service ”) in all respects and shall be administered in a manner consistent with such intent; provided, however, that the Employer and the Committee make no representations that the Plan, administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an unintentional operational failure occurs with respect to Code Section 409A requirements, any affected Participant or Beneficiary (as defined in Section 7 of the Plan) shall fully cooperate with the Employer to correct the failure, to the extent possible, in accordance with any correction procedure established by the Service.

(b)

For purposes of this Plan, a “ Separation from Service ” with an Employer means a “separation from service,” as defined in Section 1.409A-1(h) of the Treasury Regulations. A Separation from Service will occur on the date as of which the Employer reasonably anticipates that no further services will be performed by the Participant for any Employer or that the level of bona fide services the Participant will perform (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer, if less than thirty-six (36) months). The terms “terminate employment,” “termination of employment,” and similar terms as used herein mean a Separation from Service.

(c)

Notwithstanding any provision to the contrary, to the extent a Participant is a Specified Key Employee for purposes of Code Section 409A, no Supplemental Pension Benefit (as defined in Section 5 of the Plan) shall become payable to him or her before the date immediately after the expiration of the six-month period following his or her Separation from Service. Annuity payments, if applicable, otherwise due to the Participant during such six-month period will be accumulated with interest and paid to him or her in the seventh month following Separation from Service. For purposes of this Plan, a “ Specified Key Employee ” means a Participant who, at the time of his or her Separation from Service is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Employer according to procedures adopted by the Board or the Committee applicable to all plans and agreements sponsored by the Employer that are subject to Code Section 409A.

5.

Supplemental Pension Benefit

(a)

A Participant’s “ Supplemental Pension Benefit ” under this Plan is equal to the Participant’s Gross Benefit minus the Participant’s Offset Amount.

(b)

A Participant’s “ Gross Benefit ” is equal to the amount that would be payable, in the same form and commencing at the same time as payment of the benefit hereunder (as determined under Section 6) (the “ Applicable Time and Form ”), on account of the Participant under the Retirement Account if the calculation of such amount were made without regard to the limitations on benefits and contributions imposed by Sections 401, 415 or any other applicable section of the Code.

(c)

A Participant’s “ Offset Amount ” is equal to the amount that would actually be payable in the Applicable Time and Form on account of the Participant under the Retirement Account (had the Participant elected such time and form).

6.

Payment of Supplemental Pension Benefit

(a)

In General . A Participant’s Supplemental Pension Benefit shall be paid in accordance with his or her Election (as defined below).

(b)

Election .

(i)

Each Participant under this Plan elected (or will be deemed to have elected), prior to the effective date of this amendment and restatement of the Plan and consistent with this Section 6, the time and, if applicable, form of payment of his or her Supplemental Pension Benefit under this Plan (an “ Election ”). Except as otherwise provided in this Section 6, the Participant’s Election becomes irrevocable when it is submitted to the Corporation.

(ii)

Each Participant must specify in his or her Election the time at which the Participant’s benefit will commence or be paid. Such benefit commencement date shall be the later of the Participant’s Separation from Service or the Scheduled Payment Date, as defined below. The portion of benefits payable in an annuity, if any, will become payable upon the benefit commencement date described in the previous sentence; the portion of benefits payable in a lump sum, if any, will become payable sixty (60) days following such benefit commencement date.

(iii)

For purposes hereof, with respect to each Participant who terminated employment on or before November 3, 2008 (“ Inactive Participant ”), the “ Scheduled Payment Date ” means (A) the later of the Inactive Participant’s 55th birthday or April 1, 2009, or (B) such later date (which shall not be later than the Inactive

Participant’s 65th birthday) as he or she may specify in his or her Election, subject to any delay imposed under Section 6(d).

(iv)

For purposes hereof, with respect to each Participant who had not terminated employment as of November 3, 2008 (“ Active Participant ”), the “ Scheduled Payment Date ” means the Active Participant’s 55th birthday or such later date (which shall not be later than the Active Participant’s 65th birthday) as he or she may specify in his or her Election, subject to any delay imposed under Section 6(d).

(v)

Each Active Participant’s Election must also specify whether the Active Participant’s benefit will be paid in a lump sum, an annuity, or a combination of both. The portion of the benefit payable in a lump sum may be zero percent (0%), twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%).

(c)

Default . If no valid Election was timely filed by a Participant, he or she shall be deemed to have elected payment in an annuity commencing upon the later of the Participant’s Separation from Service or the Participant’s 55th birthday. Notwithstanding the foregoing, with respect to Inactive Participants, payment shall not commence prior to April 1, 2009.

(d)

Revised and Late Elections . A Participant may revise his or her Election or file a late Election, which shall become irrevocable when it is submitted to the Corporation, subject to all of the following restrictions:

(i)

A revised or late Election shall be effective only if it is made not less than twelve (12) months before the Scheduled Payment Date.

(ii)

A revised or late Election shall not take effect until twelve (12) months after the date on which it is made.

(iii)

With respect to a revised or late Election by any Participant changing the Scheduled Payment Date, the Scheduled Payment Date must be delayed by at least five (5) years. No revised or late Election will be effective if the Scheduled Payment Date would be later than the Participant’s 65th birthday.

(iv)

With respect to a revised or late Election by an Active Participant changing the form (lump sum, annuity or a combination of both) in which his or her benefit will be paid: (A) the Active Participant must remain actively employed by an Employer for a period of twelve (12) months after the date such Election is filed, (B) the Scheduled Payment Date must be delayed by at least five (5) years, and (C) payment of the Active Participant’s Supplemental Pension Benefit upon the Active Participant’s Separation from Service will

be deferred for a period of five (5) years from the date such payment would otherwise have been paid (or in the case of an annuity, five (5) years from the date the first amount would otherwise have been paid).

(e)

Annuities . An Election that specifies that some or all of an Active Participant’s benefit is to be paid as an annuity need not specify the particular type of annuity; a Participant may select a type of annuity from the options available to the Participant under the Retirement Account (other than the Social Security Level Income Options), within 60 days before the commencement of payment of his or her Supplemental Pension Benefit, on a form supplied by the Committee. If the Participant does not specify the type of annuity in a timely manner, the Supplemental Pension Benefit will be paid in a single life annuity if the Participant is unmarried at the time of payment and in a joint and 50% survivor annuity if he or she is married at that time.

(f)

Small Benefits . Notwithstanding any Election, if the lump sum value of the Supplemental Pension Benefit payable under this Plan, together with all Aggregated Amounts, as defined below, does not exceed the applicable dollar amount designated by the Service under Code Section 402(g)(1)(B) ($16,500 for 2009) in effect at the time such benefit is payable under this Plan, then such benefit and all Aggregated Amounts shall be paid in a lump sum. For purposes of the Plan, the term “ Aggregated Amounts ” includes the entirety of the Participant’s interest under any plan, agreement, method, program or other arrangement with respect to which deferrals of compensation, together with the benefit under this Plan, are treated as having been deferred under a single nonqualified deferred compensation plan under Section 1.409A-1(c)(2) of the Treasury Regulations.

(g)

Permissible Accelerations . Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, accelerate the payment of a Participant’s Supplemental Pension Benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Participant shall have any election, direct or indirect, with respect to any such acceleration.

7.

Supplemental Death Benefit .

(a)

In the event of a Participant’s death prior to the commencement of benefits hereunder, a Supplemental Death Benefit shall be payable to the Participant’s Beneficiary in accordance with this Section 7 in lieu of any other benefits under the Plan. For purposes of this Plan, a Participant’s

“ Beneficiary ” shall be the beneficiary entitled to receive any death benefit with respect to that Participant under the Retirement Account.

(b)

The “ Supplemental Death Benefit ” shall be equal to (i) the death benefit with respect to the Participant that would be payable, in the same form as payment of the benefit hereunder (as determined under Section 8) (the “ Death Benefit Form ”), under the Retirement Account, if such benefit were calculated without regard to the limitations on benefits and contributions imposed by Sections 401, 415 or any other applicable section of the Code, less (ii) the amount that would actually be payable in the Death Benefit Form, on account of the Participant’s death, under the Retirement Account.

8.

Payment of Supplemental Death Benefit .

(a)

Payment Election . The Supplemental Death Benefit shall be payable at the time and in the form that the Participant’s Supplemental Pension Benefit would have been payable to the Participant pursuant to Section 6. For this purpose, if the Participant did not have a Separation from Service prior to death, the Separation from Service will be deemed to occur on the date of death. Any lump sum distribution of a Beneficiary’s benefit under this Plan shall fully satisfy all present and future Plan liability with respect to such Beneficiary for such portion or all of such benefit so distributed.

(b)

Permissible Accelerations . Notwithstanding any provision herein to the contrary, the Committee may, in its sole discretion, accelerate the payment of a Beneficiary’s Supplemental Death Benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Beneficiary shall have any election, direct or indirect, with respect to any such acceleration.

9.

Change in Control

(a)

Upon the occurrence of a Change in Control, as such term is defined below:

(i)

each Participant and Beneficiary already receiving a Supplemental Pension Benefit or a Supplemental Death Benefit under the Plan shall receive a lump sum distribution o