The Summary Plan Description for the D&B 401(k) Plan

Transcription

1 The Summary Plan Description for the D&B 401(k) Plan FINAL dated April 01, 2010

2 Table of Contents IMPORTANT INFORMATION... 1 HOW TO REACH YOUR 401(K) PLAN SERVICE PROVIDER... 2 ABOUT YOUR PARTICIPATION... 3 Who Is Eligible...3 When and How Participation Begins...3 Naming a Beneficiary...4 When You Are Vested...5 HOW THE 401(K) PLAN WORKS... 7 Your Contributions...7 Company Matching Contributions...15 Your Investment Options...15 In-Service Withdrawals...21 Payment Options If You Leave the Company...24 What Happens to Unvested Account Balances...28 Prior Vesting Service May Be Restored If You Are Reemployed...29 Tax Consequences of Distributions...29 YOUR BENEFITS MAY BE REDUCED OR ELIMINATED LEAVES OF ABSENCE Continuation of Participation for Team Members in the Uniformed Services...33 Continuation of Participation While on a Family and Medical Leave...33 OTHER IMPORTANT INFORMATION... 34

3 ii Confidentiality of Information Regarding Your D&B Company Stock Fund Authorization 34 Pension Benefit Guaranty Corporation (PBGC) Insurance...35 PLAN ADMINISTRATION Plan Name...36 Plan Sponsor...36 Plan Administrator...36 Agent for Service of Legal Process...37 Trustee...37 Identification Numbers...37 Plan Year...37 Plan Funding...37 Organization Providing Administrative Services...38 Plan Document...38 Future of the Plan...38 If the Plan Becomes Top Heavy...38 Limitation on Assignment...39 Qualified Domestic Relations Order...39 Plan Interpretation...39 Receiving Advice...39 CLAIMS PROCEDURES Time Frame for Claim Determinations...40 If You Receive an Adverse Benefit Determination...41 Procedures for Appealing an Adverse Benefit Determination...41

4 iii Legal Action...43 Plan Administrator Authority.43 YOUR RIGHTS UNDER ERISA Receive Information About Your Plan and Benefits...44 Prudent Actions by Plan Fiduciaries...44 Enforce Your Rights...44 Assistance with Your Questions...45 NO GUARANTEE OF EMPLOYMENT GLOSSARY OF IMPORTANT TERMS... 47

5 D&B 401(k) Plan for Active Team Members 1 The Dun & Bradstreet Corporation 401(k) Plan (the 401(k) Plan ) provides retirement benefits to eligible active D&B team members who participate in the plan. This document summarizes the 401(k) Plan, adopted on January 1, 2005 and amended through April 1, 2010, for active team members. It describes the benefits as they apply to eligible participants and serves as the summary plan description (the SPD ) for these benefits. D&B encourages you to read this SPD carefully. If you have any questions about your benefits, please contact the D&B Benefits Center. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. The D&B legal plan document for the 401(k) Plan provides additional information about the administration of the 401(k) Plan. If there is any difference between the information in this SPD and the information in the D&B legal plan document for the 401(k) Plan or if there are details not covered in this SPD, the provisions of the 401(k) Plan in the D&B legal plan document will govern. IMPORTANT INFORMATION The Dun & Bradstreet Corporation ( D&B ) is the Plan Sponsor of the 401(k) Plan. As Plan Sponsor, D&B is authorized to delegate certain administrative duties to one or more administrative service providers. D&B has delegated day-to-day operations of the 401(k) Plan to the Benefits Center for The Dun & Bradstreet Corporation (the D&B Benefits Center ). You can contact the D&B Benefits Center if you have questions or need more information. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. If you participated in the retirement plan of a company that is or has been acquired by or merged with the Company or your employment with the Company ends as the result of a spin-off or sale, certain special 401(k) Plan provisions may apply to your benefits under the 401(k) Plan. These special provisions may impact your Vesting Service, in-service withdrawals and final distributions of your 401(k) Plan benefits. For example, your service with your prior employer may count as service under the 401(k) Plan; you may be eligible for accelerated vesting if your employment with D&B ends as the result of a spin-off; you may be eligible to receive an age 59½ in-service withdrawal; or you may be eligible to receive your final distribution from the 401(k) Plan in an additional form of payment. If you think your 401(k) Plan benefits may be affected as the result of an acquisition, merger, sale or spin-off, you should contact the D&B Benefits Center for more information about special provisions that apply to you.

6 D&B 401(k) Plan for Active Team Members 2 HOW TO REACH YOUR 401(K) PLAN SERVICE PROVIDER Here is how you can reach your 401(k) Plan Service Provider: Provider Contact Information Administrative Services: D&B s Benefits Center at Fidelity (or for the hearing impaired)

7 D&B 401(k) Plan for Active Team Members 3 ABOUT YOUR PARTICIPATION This section contains important information about your participation in the 401(k) Plan. Who Is Eligible If you are an active team member employed by D&B or any affiliated company that participates in the 401(k) Plan (collectively the Company ), you are eligible to participate in the 401(k) Plan as of your employment date. See the section Glossary of Important Terms for the definition of Company. If you become eligible to participate in the 401(k) Plan due to a transfer of employment from a non-participating affiliated company to the Company, all your compensated service counts as service for purposes of vesting under the 401(k) Plan. See the section Glossary of Important Terms for information about Vesting Service. You are not eligible for the 401(k) Plan if you serve the Company only as an outside director, temporary employee, independent contractor, union team member or leased employee. If you are not classified as an eligible employee by the Company, but are later reclassified as such by any governmental or regulatory authority, you will be deemed to have become an employee eligible to participate in the 401(k) Plan only prospectively and then only if you meet the 401(k) Plan s eligibility requirements. If you are employed by the Company as the result of an acquisition or merger, special eligibility rules may apply. If you think your participation in the 401(k) Plan is affected by special rules, you should contact the D&B Benefits Center. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. When and How Participation Begins After you become eligible, you may enroll in the 401(k) Plan at any time. You can enroll in the 401(k) Plan by either logging onto the D&B Benefits Center website or by calling the D&B Benefits Center. Newly hired team members generally will receive enrollment materials from the D&B Benefits Center within 30 days of their employment date. If you are a newly hired team member, you will need to wait until after you receive your first

8 D&B 401(k) Plan for Active Team Members 4 paycheck before you can enroll. See the Who Is Eligible and How to Reach Your 401(k) Plan Service Provider sections in this SPD for more information. Automatic Enrollment New team members and team members who are rehired are subject to the 401(k) Plan s automatic enrollment provision. Under this provision, you will be enrolled in the 401(k) Plan at a 3% before-tax contribution rate if you do not make an election to either participate or not participate in the 401(k) Plan within 60 days of your employment date. Unless you elect otherwise, your contributions will be invested 100% in a BlackRock LifePath Portfolio. You will be defaulted into a LifePath Portfolio based on your age. For example, if you are automatically enrolled and you will reach age 65 in 2035, your default investment will be the LifePath 2035 fund. You may transfer any money invested in the BlackRock LifePath Portfolios and change the manner in which your future contributions are invested by logging onto the D&B Benefits Center website or by calling the D&B Benefits Center. Naming a Beneficiary You should name a beneficiary for your 401(k) Plan account at the time you enroll. You can obtain the 401(k) Plan beneficiary designation form by logging onto the D&B Benefits Center website or the benefits page on D&BNet. Your beneficiary is the person or persons who will receive your account balance should you die before withdrawing your money from the 401(k) Plan. If you are married and you want to name someone other than your Spouse as your beneficiary, you must obtain your Spouse s consent to such beneficiary designation in writing on a notarized form approved by the D&B Benefits Center. Please note: If you are unmarried, name a beneficiary and subsequently marry, your prior designation is invalid and your Spouse will be your beneficiary, unless you obtain written spousal consent on a notarized form approved by the D&B Benefits Center. If you are married, divorce, and then remarry, your prior designation is invalid and your new Spouse will be your beneficiary, unless you obtain written spousal consent on a notarized form approved by the D&B Benefits Center or file an approved qualified domestic relations order with the D&B Benefits Center to designate a different beneficiary.

9 D&B 401(k) Plan for Active Team Members 5 If there is no valid beneficiary form properly on file with the D&B Benefits Center when you die, your Spouse (if you are married) or your estate (if you are single) will become your beneficiary. When You Are Vested Vesting means you have a non-forfeitable right to the money in your account. Your own before-tax, Roth 401(k), after-tax and rollover contributions and any investment earnings on those contributions are always 100% vested. Your Company matching contributions are 100% vested once you have completed three years of Vesting Service. Your Company matching contributions are also 100% vested if, while actively employed, you reach normal retirement age (currently age 65), become disabled or die, regardless of your service at that time. See the How Vesting Service Is Calculated section in this SPD for more information about Vesting Service. If your employment ends and your Company matching contributions are not vested, you will not be eligible to receive your Company matching contributions from the 401(k) Plan. See the What Happens to Unvested Account Balances section in this SPD for more information. How Vesting Service Is Calculated The period of time between the date you begin employment with the Company as an eligible team member (or are reemployed by the Company as an eligible team member) and the date on which your employment (or reemployment) ends is counted as Vesting Service under the 401(k) Plan. Vesting Service is counted in full years and partial years, with each full or partial month counting as one-twelfth (1/12) of a year. If you are employed by the Company as the result of an acquisition or merger, special vesting rules may apply. If you think your participation in the 401(k) Plan is affected by special rules, you should contact the D&B Benefits Center. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information.

10 D&B 401(k) Plan for Active Team Members 6 Breaks in Service Rules You will incur a Break in Service one year after the date your employment ends, unless you resume employment with the Company and perform an hour of compensated service within one year of the date your employment (or reemployment) ended. If you left unvested Company matching contributions in your 401(k) Plan account when your employment ended, such unvested amounts may be restored to your 401(k) Plan account if you are reemployed by the Company on a timely basis. In order for your unvested Company matching contributions to be restored to your 401(k) Plan account, you must be reemployed by the Company before you incur 5 one-year Breaks in Service. See the What Happens to Unvested Account Balances section in this SPD for more information. If you experience a Break in Service due to pregnancy, the birth of a child, the placement of a child with you as the result of adoption or for purposes of caring for such a child immediately following the birth or placement of such a child, you will incur a Break in Service on the earliest of the first anniversary of the date your absence from work began or the date of your resignation. However, the period between the first anniversary and the second anniversary of the date you incurred a Break in Service will not count for purposes of determining whether you have incurred 5 one-year Breaks in Service.

11 D&B 401(k) Plan for Active Team Members 7 HOW THE 401(K) PLAN WORKS The 401(k) Plan allows you to save for your future and possibly benefit from reduced taxes. Your account value depends on the amount of contributions you make, the Company matching contributions you receive and your account s investment results. Your Contributions In general, the 401(k) Plan gives you the opportunity to save with before-tax, Roth 401(k) or after-tax dollars or a combination of all. The total percentage you can contribute on a combination of before-tax, Roth 401(k) and after-tax basis is 50% of your annual compensation. The Internal Revenue Code limits the amount of Annual Compensation that can be taken into account for plan purposes. For 2010, the limit is $245,000. Once your Annual Compensation during the year reaches the legal limit, all future contributions for the current year will stop. The Annual Compensation limit is subject to change. Before-Tax Contributions You can elect to contribute between 1% - 50% of your annual compensation on a before-tax basis (combined with Roth 401(k) and after-tax contributions). If you contribute on a before-tax basis, you reduce your taxable income during the year in which the contributions are made because you do not pay federal income taxes on your before-tax contributions until the money is paid out of your account. In most cases, state and local income tax rules are the same as the federal tax rules. Your before-tax contributions are subject to Social Security and Medicare taxes paid by you and the Company. Roth 401(k) Contributions You can elect to contribute between 1% - 50% of your annual compensation on a Roth 401(k) basis (combined with before-tax and after-tax contributions). If you contribute on a Roth 401(k) basis, your contributions will be included in your income that is subject to federal, state and local income taxes so they do not reduce your taxable income during the

12 D&B 401(k) Plan for Active Team Members 8 year in which the contributions are made. Roth 401(k) contributions are deducted from you paycheck after income taxes have been withheld so you do not have to pay taxes on your Roth 401(k) contributions when you withdraw them. Under current law, the investment earnings on Roth 401(k) contributions will not be subject to federal tax as long as you are at least age 59 ½ when withdrawn and you meet the 5-year rule. The 5-year rule is met if your Roth 401(k) contributions remain invested five tax years after the year of your first Roth 401(k) contribution (counting such first year as part of the five). If withdrawn following disability or death, and the distribution meets the 5-year rule, your investment earnings will not be subject to federal tax. You should consult your tax advisor regarding tax matters including any state or local taxes that may apply. After-tax Contributions You can elect to contribute between 1% - 16% of your annual compensation on an after-tax basis (not to exceed 50% when combined with before-tax and Roth 401(k) contributions). If you contribute on an after-tax basis, your contributions will be included in your income that is subject to federal, state and local income taxes so they do not reduce your taxable income during the year in which the contributions are made. After-tax contributions are deducted from you paycheck after income taxes have been withheld so you do not have to pay taxes on your after-tax contributions when you withdraw them. The investment earnings on after-tax contributions will be subject to taxes when withdrawn. Comparing the Contributions Types Before-tax, Roth 401(k) and after-tax contributions are treated differently under the 401(k) Plan. This summary chart may assist you in choosing the type of contribution you wish to make to the 401(k) Plan based on your personal needs. This summary chart and the examples that follow are intended only to highlight some general tax information. No employee of the Company is authorized to give you tax advice. You should consult with a tax advisor on matters pertaining to tax laws and how they affect you.

13 D&B 401(k) Plan for Active Team Members 9 Before-tax Contributions Roth 401(k) Contributions After-tax Contributions Income Tax You do not pay current income taxes on: Your contributions Investment earnings. Taxes are deferred until distribution. You do pay current income taxes on your contributions before they go into your account so your contributions are tax-free at distribution. The investment earnings are tax-free if the distribution is made on or after age 59 ½ and you meet the 5-year rule. You do pay current income taxes on your contributions before they go into your account so your contributions are tax-free at distribution. Taxes are deferred on the investment earnings until distribution. Company Match Withdrawals Taxes on Withdrawals If you make before-tax, Roth 401(k) and after-tax contributions, the match will apply first to your before-tax contributions, then your Roth 401(k) contributions, then your after-tax contributions. Company matching contributions and the associated investment earnings are tax deferred until you receive the money. While you are employed by the Company, you may not withdraw before-tax contributions (and any related investment earnings) unless you have an approved financial hardship or are eligible to receive a withdrawal under special rules resulting from a D&B acquisition. You pay taxes on most withdrawals of your beforetax contributions. An additional 10% tax penalty may apply to inservice withdrawals before age 59½. While you are employed by the Company, you may not withdraw Roth 401(k) contributions unless you have an approved financial hardship. You do not pay taxes when you withdraw your Roth 401(k) contributions (because they have already been taxed). You will pay taxes on any investment earnings paid out to you in association with your Roth 401(k) contributions if withdrawn before age 59½ and the 5- year rule is not met. An additional 10% tax penalty may apply to investment earnings withdrawn before age 59½. While you are employed by the Company, under limited circumstances, you may be eligible to withdraw a portion of your after-tax contributions subject to plan rules. See the In- Service Withdrawals section in this SPD for more information. You do not pay taxes when you withdraw your after-tax contributions (because they have already been taxed). However, you will pay taxes on any investment earnings paid out to you in association with your after-tax contributions. An additional 10% tax penalty may apply to investment earnings withdrawn before age 59½.

14 D&B 401(k) Plan for Active Team Members 10 Which contributions offer the greatest tax advantage to you will depend on your current tax bracket as well as your expected tax bracket at retirement. In general, Roth 401(k) contributions may be beneficial to you if you expect to be in the same or higher tax bracket at retirement and expect the majority of your account to be comprised of investment earnings at retirement. The following examples are provided to show you some of the possible effects on your savings at retirement at different tax rates. Example One Assume you: Can afford to contribute $5,000 a year Are currently in a 15% tax bracket and expect to be in a 25% tax bracket at retirement Satisfy the Roth 401(k) requirements for a tax free distribution Before-tax Contributions Roth 401(k) Contributions After-tax Contributions Assumed Contribution $5,000 $5,000 $5,000 Federal Income Tax (15% tax bracket) - $0 - $750 - $750 Annual Contribution $5,000 $4,250 $4,250 Total Contributions over 20 years $100,000 $85,000 $85,000 Investment Earnings* $89,162 $75,788 $75,788 Balance after 20 years $189,162 $160,788 $160,788 Federal Income Tax (25% tax bracket) -$47,291 -$0 -$18,947 Balance after taxes $141,871 $160,788 $141,841

15 D&B 401(k) Plan for Active Team Members 11 Example Two Assume you: Can afford to contribute $5,000 a year Are currently in a 25% tax bracket and expect to be in a 15% tax bracket at retirement Satisfy the Roth 401(k) requirements for tax free distribution Before-tax Contributions Roth 401(k) Contributions After-tax Contributions Assumed Contribution $5,000 $5,000 $5,000 Federal Income Tax (25% tax bracket) - $0 - $1,250 - $1,250 Annual Contribution $5,000 $3,750 $3,750 Total Contributions over 20 years $100,000 $75,000 $75,000 Investment Earnings* $89,162 $66,872 $66,872 Balance after 20 years $189,162 $141,872 $141,872 Federal Income Tax (15% tax bracket) -$28,374 -$0 -$10,030 Balance after taxes $160,788 $141,872 $131,842 *Assumes 20 years of investment growth at 6% per year. Your investment growth will vary depending on your investment choices. State and local income taxes have not been included in this example, but could represent additional savings if you would have otherwise paid state and local income tax on the money you contribute to your 401(k) Plan account. This example does not take into account FICA or other withholding taxes that are payable regardless of whether you contribute before-tax, Roth 401(k) or after-tax dollars to the 401(k) Plan. You should contact your personal tax advisor to determine how your tax situation may be affected by contributions to the 401(k) Plan.

16 D&B 401(k) Plan for Active Team Members 12 If You Reach a Contribution Limit Federal law limits the total amount of contributions you can make to the 401(k) Plan each year. For 2010 the combined before-tax and Roth 401(k) contribution limit is $16,500 (the before-tax/roth 401(k) contribution limit ). The before-tax/roth 401(k) contribution limit is subject to change. This limit applies to all before-tax and Roth 401(k) contributions you make to the 401(k) Plan and to a similar plan of any other employer in the same calendar year. This means that if you contribute to more than one 401(k) plan during the year (for example, if you change your employer), your combined contributions to both plans may not exceed the limit. The Company will monitor your 401(k) Plan contributions so that you will not exceed the Internal Revenue Service (IRS) before-tax/roth 401(k) contribution limit. However, if you contribute to the plan of any other employer, it is your responsibility to monitor compliance with this limitation. After-tax contributions are not subject to the $16,500 limit, however, the sum of all contributions to the 401(k) Plan are subject to an annual IRS limit (in 2010 the limit is $49,000). See the Other Legal Limits section for more information. If you reach the legal before-tax/roth 401(k) contribution limit while participating in the 401(k) Plan, all future before tax and Roth 401(k) contributions for the current plan year will stop and your contributions to the 401(k) Plan will automatically be deducted from your pay on an after-tax basis, unless you: Elect to stop contributing to the 401(k) Plan for the current plan year by contacting the D&B Benefits Center, or Have reached the legal Annual Compensation limit. Contributing after-tax contributions allows you to continue to receive Company matching contributions to your 401(k) Plan account. If your before-tax and/or Roth 401(k) contributions were switched to after-tax contributions and you remain actively employed, are participating in the 401(k) Plan and have not elected to stop contributions to the 401(k) Plan, your before-tax and/or Roth 401(k) contributions automatically will resume with the first pay period of the following plan year. If you have

17 D&B 401(k) Plan for Active Team Members 13 elected to stop your contributions to the 401(k) Plan, you will need to contact the D&B Benefits Center to resume contributions to the 401(k) Plan. If you exceed the IRS before-tax/roth 401(k) contribution limit due to participation in the plan of another employer, you may elect to have excess 401(k) contributions returned to you from that plan or the 401(k) Plan. To have excess contributions from the 401(k) Plan returned to you, you must provide a written request to the D&B Benefits Center no later than March 1 immediately following the end of the year in which the excess contributions were made. Your written request must state the reason for the return of the contributions and the refund amount you are requesting. When the D&B Benefits Center approves your request, the excess contributions (and to the extent required any related gain or loss) will be returned to you. If you do not elect to have excess 401(k) Plan contributions returned to you on a timely basis, such contributions will be subject to adverse tax consequences. You should consult with a tax advisor regarding your tax situation. Catch-up Contributions 401(k) Plan participants who will attain age 50 in the current plan year or who are already over age 50 are allowed to make supplemental before-tax and/or Roth 401(k) contributions. These contributions are called catch-up contributions. The catch-up contributions are in addition to the IRS before-tax/roth 401(k) contribution limit ($16,500 in 2010). In 2010, 401(k) Plan participants who meet the age requirements can contribute up to an additional $5,500 in before-tax and/or Roth 401(k) contributions. Catch-up contributions are a separate election from your regular before-tax and/or Roth 401(k) contributions and are not matched by the Company. You may elect to contribute from 1% to 75% of your Annual Compensation as catch-up contributions. Your total contributions to the 401(k) Plan, including catch-up contributions, may not exceed 75% of your Annual Compensation, subject to the IRS dollar limits described in the preceding paragraph. Your catch-up contributions are subject to Social Security and Medicare taxes paid by you and the Company.

18 D&B 401(k) Plan for Active Team Members 14 Rollover Contributions If you participated in a qualified retirement plan through another employer, you may be able to roll that money into the 401(k) Plan. The 401(k) Plan generally accepts rollover contributions, including Roth 401(k), after-tax contributions, from qualified 401(a), 403(a), 403(b), Roth 403(b), 457(b), conduit IRA s and non-conduit IRA s like SEP and SIMPLE plans. Rollover contributions are not matched by the Company, but they can be invested in any of the currently available investment options and may continue to be invested on a taxdeferred basis. The 401(k) Plan cannot accept rollover contributions in stock or property. Generally, approved rollover contributions must be paid in cash, or from a tax-qualified plan or IRA and made within 60 days of the date you receive a distribution from a qualified plan or IRA. To receive instructions and to request a rollover form, you can log onto the D&B Benefits Center website or contact the D&B Benefits Center. Company Matching Contributions When you contribute to the 401(k) Plan, the Company will match 50% of the first 7% of Annual Compensation whether you contribute on a before-tax, Roth 401(k) or after-tax basis. Matching contributions are made each payroll period. See the When You Are Vested section in this SPD for information about vesting of Company matching contributions. The Value of Company Contributions The Company contribution may represent a significant addition to your 401(k) Plan account at no cost to you. So, consider the amount you elect to contribute. If you contribute less than 7%, you may be losing the Company contributions you would otherwise receive. Other Legal Limits In addition to limits on Annual Compensation that may be taken into account and on the amount of your before-tax and/or Roth 401(k) contributions, current law also limits the

19 D&B 401(k) Plan for Active Team Members 15 annual amount of all contributions that can be made to the 401(k) Plan: before-tax, Roth 401(k), after-tax and Company matching contributions. For 2010, the maximum amount that can be contributed to the 401(k) Plan is $49,000. IRS regulations may also require that contributions to the 401(k) Plan by highly compensated participants be reduced below the levels otherwise permitted under the 401(k) Plan, depending on the extent of 401(k) Plan participation by non-highly compensated participants. These additional legal limits may result in reduced contributions for certain team members and/or a refund of certain contributions. You will be notified if you are affected by these additional legal contribution limits. Changing/Stopping Your Contributions You can increase, decrease or stop your contributions by logging onto the D&B Benefits Center website or contacting the D&B Benefits Center. Changes to your contribution rate are generally effective the next available pay period following the change or as soon as administratively practical after you make the change. You must complete the changes you wish to make to your 401(k) Plan contributions according to the instructions provided to you by the D&B Benefits Center. You will receive a confirmation statement to ensure that your requested change has been processed properly. Changes that are not completed and confirmed according to D&B Benefits Center instructions will not be processed. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. Your Investment Options You have a variety of investment fund options from which to choose so that you can select the investment mix that you think best meets your individual goals. Contributions will be allocated among the funds according to your investment fund elections. Investment fund elections must be made in multiples of 1%. You cannot direct the investment of more than 50% of your current contributions or existing account balances into the D&B Common Stock Fund. All investments carry risk some more than others. You need to understand the potential risks and rewards associated with each fund before investing.

20 D&B 401(k) Plan for Active Team Members 16 The following chart provides a brief description of each fund available under the 401(k) Plan as of April 1, Fund Name Stable Value Fund PIMCO Total Return Fund Institutional Class BlackRock Balanced Index Fund Fidelity Equity-Income Fund BlackRock LifePath Portfolios including LifePath 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050 and LifePath Retirement BlackRock S&P 500 Index Fund Fidelity Blue Chip Growth Fund BlackRock Mid- and Small-Capitalization Index Fund Munder Mid-Cap Core Growth Fidelity Low-Priced Stock Fund Northern Small Cap Value Perkins Mid Cap Value Fund BlackRock Small-Cap Growth Fund BlackRock International Equity Index Fund Fidelity Diversified International Fund D&B Common Stock Fund Investment Objective To achieve a stable rate of return while minimizing the risk of losing the amount you invest To provide high total return that exceeds general bond market indices To achieve built-in diversification through investments in both stocks and bonds, earning returns that match the combined performance of the two indices underlying the fund To provide a reasonable income, in pursuing this objective, the fund will also consider the potential for capital appreciation To provide participants with a professionally managed, well diversified portfolios that adjust the allocations among the various asset classes over time To match the total return of the Standard & Poor s 500 Index (S&P 500) To provide growth of capital over the long-term To match the total return of the Extended Market Index, an index maintained by the fund s investment advisor that is modeled after the Wilshire 4500 Index To provide capital appreciation To provide capital appreciation To provide long-term capital appreciation To provide capital appreciation To provide long-term capital appreciation To match the total return of the Morgan Stanley Capital International Europe, Australia and Far East (EAFE) Index To provide capital growth through investment in international securities. To invest in the common stock of the Dun & Bradstreet Corporation

21 D&B 401(k) Plan for Active Team Members 17 For the full details of the 401(k) Plan s investment fund options, including expenses associated with each fund, please visit the D&B Benefits Center website. Make sure you read the investment fund descriptions and each fund s prospectus before investing. If you feel that your account balance is incorrect, you must notify the Plan Administrator within 90 days of your receipt of the first statement showing the error or the amount believed to be incorrect. See the section Claims Procedures in this SPD for more information. Please note: If you fail to make an investment election, your contributions will be invested in the LifePath Portfolio based on your age. See the section "When and How Participation Begins" in this SPD for more information. Changing Investments Fund Transfers You have the option of moving (transferring) the money in your existing investment fund options to one or more other investment fund options. You may transfer your existing account balance in multiples of 1% or in a fixed dollar amount by logging onto the D&B Benefits Center website or by calling the D&B Benefits Center. You are permitted to request a transfer at any time (subject to the Company s insider trading policy). The changes you make generally will be effective the next business day. You must complete the changes you wish to make to your 401(k) Plan investments according to the instructions provided to you by the D&B Benefits Center. You will receive a confirmation statement to ensure that your requested change has been processed properly. Changes that are not completed and confirmed according to D&B Benefits Center instructions cannot be processed. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. Please note: Some investment funds have excessive trading regulations that limit how often you can move into and out of an investment fund. In addition, certain investment options impose short-term trading fees if you transfer investments that have not been in your 401(k) Plan accounts for a specified period of time. You should read the investment fund prospectus or contact the D&B Benefits Center for more information before electing or changing your investment fund direction. Remember, you cannot direct the investment of

22 D&B 401(k) Plan for Active Team Members 18 more than 50% of your current contributions or existing account balances into the D&B Common Stock Fund. Changing Investments Future Contributions You can also change the manner in which your future contributions (the percentage coming out of your future paychecks) and associated Company matching contributions are allocated among the 401(k) Plan s investment funds. You can make a change to your future contributions in multiples of 1% by logging onto the D&B Benefits Center website or calling the D&B Benefits Center. You are permitted to request a change to your future contributions at any time. Changes will be reflected in the next available paycheck. Remember, you cannot direct the investment of more than 50% of your contributions or existing account balances into the D&B Common Stock Fund. You must complete the changes you wish to make to your 401(k) Plan investments according to the instructions provided to you by the D&B Benefits Center. You will receive a confirmation statement to ensure that your requested change has been processed properly. Changes that are not completed and confirmed according to D&B Benefits Center instructions cannot be processed. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. Loans If you are a 401(k) Plan participant and an active team member of the Company, you can borrow money from your vested 401(k) Plan account for any reason, with certain limitations on the amount and terms of the loan. When you borrow money from your account, the money you receive as a loan is not subject to income taxes as long as you repay the loan within the approved period. To apply for a loan, you can log onto the D&B Benefits Center website or call the D&B Benefits Center. You must complete your loan request according to the instructions provided to you by the D&B Benefits Center. You will receive a confirmation statement to ensure that your loan has been processed properly. Loans that are not completed and confirmed according to D&B Benefits Center instructions cannot be processed. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information.

23 D&B 401(k) Plan for Active Team Members 19 Amounts You Can Borrow Minimum Maximum $500 $50,000 reduced by your highest outstanding loan balance from the 401(k) Plan during the one-year period ending on the day before the loan is made or 50% of your vested account balance, whichever is less. You are allowed to have up to 2 loans outstanding at any one time. All loans are made in $100 increments. The interest rate on your loan will be the prime rate of interest on the last business day of the month before your loan request is processed plus 2%. Funds loaned to you will be taken from your account in this order: before-tax, Company matching, rollover, after-tax and Roth 401(k). If your eligible contributions are invested in more than one fund, the loan will be taken out proportionately from among each of the funds in which you are invested. Total monthly repayments for all loans may not exceed 15% of your monthly salary, including bonuses and commissions. When you receive a loan, a loan setup fee of $50 will be charged to your account. In addition, a $6.25 loan maintenance fee per loan will be charged to your account per quarter for as long as you have a loan balance outstanding. Repaying Your Loan A repayment schedule will be established when the loan is processed. Here are some important things you should know about loan repayments: For most loans, the repayment period ranges from 12 to 60 months. For loans used to purchase a principle residence, the maximum repayment period can be up to 120 months. (You must provide documentation of your principal residence purchase to qualify for the longer repayment period.)

24 D&B 401(k) Plan for Active Team Members 20 Regardless of the type of loan, you can prepay the entire outstanding balance at any time without penalty. Partial prepayments are not permitted. Loan repayments of both the principal and the interest will be deducted from your pay each pay period on an after-tax basis. Both the principal and the interest will be deposited into your account based on your investment elections in effect at the time of repayment. If you are not making contributions to the 401(k) Plan when repayments are made, loan repayments will be invested according to the most recent investment election you have on record. Repayments of principal and interest will be made into the contribution accounts (before-tax, Company matching, rollover, after-tax and Roth 401(k)) from which the loan was deducted. Loan Repayments While You Are on Leave Loan repayment arrangements may change if you become disabled or take a leave of absence. If you take an unpaid leave, repayments may be suspended for up to 12 months. Interest will continue to accrue while your repayments are suspended. The term of the loan can be extended by the length of the leave but the total term of the loan cannot exceed 5 years. If the term of your loan is already 5 years then your loan term cannot be extended and your loan will be re-amortized at a higher repayment amount to ensure your loan is fully repaid within 5 years. If you take an unpaid military leave of absence, loan repayments may be suspended until you return from leave and the term of your loan may be extended by the length of your unpaid leave. All other terms of the loan will remain unchanged, including the amount of each scheduled loan repayment via payroll deduction (or personal check in the case of terminated team members) to repay the loan in full. Defaulting on Your Loan If you fail to make scheduled loan repayments by the end of the calendar quarter following the calendar quarter in which the loan repayment was due, your loan will be considered in

25 D&B 401(k) Plan for Active Team Members 21 default. The default of a loan is considered to be a payment to you of the unpaid balance of the loan, and you will be responsible for any income taxes applicable to such payment. What Happens to Your Loan If You Leave the Company If you leave the Company for any reason before your loan is repaid, the amount you owe will be treated as a distribution subject to taxation, unless you continue to repay your loan(s) monthly through personal checks and do not withdraw monies from your account during the remainder of the term of the loan. You will receive coupons from the D&B Benefits Center within 45 days of your termination for use in repaying your loan(s). In-Service Withdrawals Under certain circumstances, withdrawals are permitted from your 401(k) Plan account while you are employed by the Company. Your opportunities for withdrawal depend on the types of contributions you wish to withdraw and the reason for your withdrawal. The following chart summarizes your withdrawal options: Your In-Service Withdrawal Options Your before-tax, Roth 401(k), and catch-up contributions. Your after-tax, rollover, and vested Company matching contributions (provided such contributions have been in the 401(k) Plan for no less than the two full plan years immediately prior to the withdrawal). Available For: Financial hardship only Any reason Withdrawals are generally processed the same day that paperwork is approved. To apply for a withdrawal, you can log onto the D&B Benefits Center website or call the D&B Benefits Center. You must complete your withdrawal request according to the instructions provided to you by the D&B Benefits Center. You will receive a confirmation statement to ensure that your requested withdrawal has been processed properly. Withdrawals that are not completed and confirmed according to D&B Benefits Center instructions cannot be processed.

26 D&B 401(k) Plan for Active Team Members 22 If you are employed by the Company as the result of an acquisition or merger, special inservice withdrawal rules may apply. If you think your participation in the 401(k) Plan is affected by special rules, you should contact the D&B Benefits Center. See the How to Reach Your 401(k) Plan Service Provider section for contact information. In-Service Financial Hardship Withdrawals If you experience a financial hardship, as defined by 401(k) Plan rules and applicable law, you can apply for a hardship withdrawal of the before-tax, catch-up and Roth 401(k) contributions you have made to the 401(k) Plan, excluding any investment earnings on those contributions earned after December 31, Although hardship withdrawals are available, the 401(k) Plan imposes strict limitations, consistent with applicable law. Hardship withdrawals may be authorized for: Un-reimbursed medical expenses greater than 7.5% of your Adjusted Gross Income for expenses necessary to obtain medical care for yourself, your Spouse or individuals treated as your dependents on your tax return, Payment of tuition, related educational fees and room and board expenses for the next 12 months of post-secondary education for you, your Spouse or your dependent children, Costs directly related to the purchase of your principal residence, Payment to prevent foreclosure on or eviction from your principal residence, Payment to cover funeral expenses for your immediate family or other legal dependents, or Payment of costs incurred to rebuild your principal residence as a result of natural disaster such as floods and hurricanes.

27 D&B 401(k) Plan for Active Team Members 23 In general, to qualify for financial hardship you must demonstrate through documentation that: The hardship is immediate and heavy, You require money to meet one of the eligible expenses, and You have no other resources reasonably available to meet the hardship. Before you can apply for a hardship withdrawal, you must withdraw all of your after-tax contributions (and any other funds) available from the 401(k) Plan. You must also borrow all available amounts from the 401(k) Plan and any other deferred compensation plans maintained by the Company. Then you can apply for a hardship withdrawal. The amount of the hardship withdrawal may not exceed the amount of the immediate and heavy financial need and an additional amount necessary to pay taxes and the tax penalty reasonably anticipated to result from the withdrawal. Once you obtain a hardship withdrawal, all contributions, except loan repayments, to the 401(k) Plan, Employee Stock Purchase Plan and all other non-qualified deferred compensation plans maintained by the Company will be stopped for 6 months. After the 6 months is ended, you must log on to the D&B Benefits Center website or call the D&B Benefits Center to restart your contributions to the 401(k) Plan. Generally, hardship withdrawals are considered taxable income. See the Tax Consequences of In-Service Withdrawals section in this SPD for more information. In-Service Withdrawals You may withdraw your after-tax, vested Company matching contributions (held by the 401(k) Plan for at least two full plan years prior to withdrawal) and your Rollover contributions. The minimum amount of an after-tax withdrawal is $500. If you withdraw your after-tax contributions, the IRS also requires you to withdraw a portion of the tax-deferred investment earnings associated with your after-tax contributions. The tax-deferred investment earnings are subject to ordinary income taxes as well as any applicable penalty tax. The after-tax

28 D&B 401(k) Plan for Active Team Members 24 contributions will not be subject to tax. See the Tax Consequences of In-Service Withdrawals section in this SPD for more information. Tax Consequences of In-Service Withdrawals In-Service Hardship Withdrawals: Generally, hardship withdrawals are considered taxable income and are subject to ordinary income taxes for the year in which you receive them. If you have not reached age 59½ at the time you receive the withdrawal, you may owe an additional 10% penalty on the tax-deferred amounts withdrawn. Hardship withdrawals may not be rolled over. When you take a hardship withdrawal, you are responsible for paying all taxes on the amount you receive when you file your federal, state and local income tax returns for that year. You may elect to have an additional amount withheld from your distribution to help pay this tax liability. Other In-Service Withdrawals Before Age 59½: Any portion of your 401(k) Plan withdrawal that has not been taxed will be considered taxable income to you in the year in which you receive the payment. Generally, these withdrawals will be subject to 20% federal income tax withholding unless they are rolled over into a traditional IRA or eligible employer plan, and, in most cases, will be subject to an additional 10% penalty tax if received before age 59½. Payment Options If You Leave the Company The vested value of your 401(k) Plan account is available for payment to you when you terminate your employment with the Company. Depending on the value of your account at termination, you may be eligible to defer payment of your 401(k) Plan. However, federal law requires that payment of your account begin no later than April 1 of the calendar year following the later of the year in which you reach age 70½ or retire from the Company. In general, payment will be made in cash, except for amounts invested in the D&B Common Stock Fund, which you may elect to receive in whole shares of stock. You will receive cash in lieu of any fractional shares. If you are employed by the Company as the result of an acquisition or merger, special distribution rules may apply. If you think your participation in the 401(k) Plan is affected by

29 D&B 401(k) Plan for Active Team Members 25 special rules, you should contact the D&B Benefits Center. See the How to Reach Your 401(k) Plan Service Provider section in this SPD for contact information. Please note: The amount of your distribution from the 401(k) Plan is based on your vested account balance as of the Valuation Date applicable to your distribution. You will not receive any earnings (or be penalized for any losses) on amounts distributed to you in cash from the 401(k) Plan between the Valuation Date applicable to your distribution and the distribution date or the date on which you or your beneficiary receives the distribution. See the section Glossary of Important Terms for more information about the Valuation Date. If You Leave the Company for Reasons Other than Retirement, Disability or Death If you leave the Company for reasons other than retirement, total and permanent disability or death you are entitled to receive the vested value of your account balance as follows: If your vested account value is $1,000 or less, it will be paid to you in a lump-sum payment. If the vested value of your account balance is greater than $1,000: You may request an immediate lump-sum payment, or You may choose to delay payment of your account to a later date, but not beyond April 1 of the year after you reach age 70½. If you receive a lump-sum distribution, you may be eligible to roll it over into another employer plan or IRA. See the section Rollovers in this SPD for more information. You are not eligible to receive your unvested account balances. If You Retire If you retire from the Company in accordance with the terms of the Company s retirement plan, your account balance will become 100% vested, regardless of your actual years of service. If your account value is $1,000 or less, it will be paid to you in a lump-sum payment.