ANNEX B

NIELSEN MEDIA RESEARCH, INC.
299 PARK AVENUE
NEW YORK, NEW YORK 10171
(212) 708-7500
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement ("Information Statement") is being mailed on or
about August 20, 1999, as part of the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") to the holders of shares of
common stock, $.01 par value per share, of the Company (the "Shares"). You are
receiving this Information Statement in connection with the possible election of
persons designated by Parent to a majority of the seats on the Company's Board
of Directors. Pursuant to the Merger Agreement, Purchaser commenced the Offer on
August 20, 1999. The Offer is scheduled to expire at 12:00 midnight, New York
City time, on Friday, September 17, 1999, unless the Offer is extended. You are
urged to read this Information Statement carefully. You are not, however,
required to take any action. Capitalized terms used herein and not otherwise
defined herein shall have the meaning set forth in the Schedule 14D-9. The
information contained in this Information Statement or incorporated by reference
herein concerning Parent, Purchaser, or their respective officers, directors,
representatives or affiliates or actions or events with respect to any of them,
was provided by Parent or Purchaser, and the Company takes no responsibility for
such information.

GENERAL INFORMATION REGARDING THE COMPANY

GENERAL

The Shares are the only class of voting securities of the Company
outstanding. The holders of a majority of the outstanding Shares represented in
person or by proxy will constitute a quorum. Each stockholder is entitled to one
vote per share assuming the presence of a quorum, the affirmative vote of a
plurality in interest of the stockholders present in person or by proxy and
entitled to vote thereon is required to elect directors. As of August 18, 1999,
there were 57,688,294 Shares outstanding and 20,925,842 Shares were reserved
pursuant to the exercise of options (of which there are options to purchase
12,667,686 Shares outstanding).

PARENT'S DESIGNEES

The Merger Agreement provides that, promptly upon the consummation of the
Offer, Parent shall be entitled to designate such number of directors, rounded
up to the next whole number, on the Company's Board as is equal to the product
of the total number of directors on the Company's Board (determined after giving
effect to any increase in the size of such Board pursuant to this sentence)
multiplied by the percentage that the number of Shares beneficially owned by
Purchaser at such time bears to the total number of Shares then outstanding;
provided that in no event shall Parent's designees (the "Designees") constitute
less than a majority of the entire Board of Directors. In futherance thereof,
the Company shall, upon the request of Parent, promptly use its reasonable best
efforts to secure the resignations of such number of its existing directors or
increase the size of the Company's Board; PROVIDED, HOWEVER, that prior to the
Effective Time the Company and Parent shall use their respective best efforts to
ensure that at least two of the members of the Board shall at all times prior to
the consummation of the Merger be directors of the Company who were directors of
the Company on August 15, 1999.

B-1

Parent has informed the Company that it will choose the Designees from the
directors and executive officers of certain affiliates of Parent listed in
Schedule I attached hereto. Parent has informed the Company that each of the
directors and executive officers listed in Schedule I has consented to act as a
director if so designated. The business address of Parent and Purchaser is 1515
Broadway, New York, New York 10036.

It is expected that the Designees may assume office at any time following
the purchase by Purchaser pursuant to the Offer of such number of Shares
representing not less than a majority of the outstanding shares of Common Stock
on a fully-diluted basis and that upon assuming office Designees will thereafter
constitute at least a majority of the Company's Board of Directors.

DIRECTORS AND EXECUTIVE OFFICERS

THE CURRENT MEMBERS OF THE BOARD

The Company's Board of Directors currently consists of eight members. The
names of the current directors, their ages as of August 15, 1999 and certain
other information about them are set forth below. As indicated above, some of
the current directors may resign effective immediately following the purchase of
the Shares by the Purchaser pursuant to the Offer.

POSITIONS DIRECTOR PRINCIPAL OCCUPATIONS
NAME WITH NMR SINCE DURING LAST FIVE YEARS AGE
- --------------------- --------------------- ----------- ------------------------------------------ ---

William G. Jacobi Chairman; 1998 Chairman, 11/96 to present 55
Director Chairman, IMS International,
Westport, CT (health care information
services), 2/95 to 12/97

Executive Vice President,
Cognizant Corporation, Westport, CT
(information services), 9/96 to 12/97
Executive Vice President, The Dun &
Bradstreet Corporation, Wilton, CT
(information services), 2/95 to 10/96

Senior Vice President, The
Dun & Bradstreet Corporation, 7/93 to
2/95

John A. Dimling President and 1998 President and 61
Chief Executive Chief Executive Officer, 7/98 to present
Officer; Director President and Chief Operating Officer,
7/93 to 7/98

OTHER
NAME DIRECTORSHIPS
- --------------------- ---------------------

William G. Jacobi R.H. Donnelley
Corporation
John A. Dimling None

B-2

POSITIONS DIRECTOR PRINCIPAL OCCUPATIONS
NAME WITH NMR SINCE DURING LAST FIVE YEARS AGE
- --------------------- --------------------- ----------- ------------------------------------------ ---

M. Bernard Puckett Director 1998 Private Investor, 1/96 to present 54
President and Chief
Executive Officer, Mobile
Telecommunication Technologies Corp.,
Jackson, MS (telecommunications), 5/95
to 1/96
President and
Chief Operating Officer, Mobile
Telecommunication Technologies Corp.,
1/94 to 5/95

James R. Craigie Director 1998 President and 45
Chief Executive Officer, Spalding Sports
Worldwide, Inc., Chicopee, MA (sporting
goods), 12/98 to present

Executive Vice President
and President, Beverage and Desserts
Division, Kraft Foods, Rye Brook, NY
(food services), 10/97 to 12/98

Executive Vice President
and General Manager, Beverage Division,
Kraft Foods, 11/94 to 9/97

Executive Vice President
and General Manager, Dinners and
Enhancers Division, Kraft Foods, 2/94 to
10/94

Vice President and
General Manager, Pollio Dairy Products,
Mineola, NY (food services), 3/93 to
1/94

Peter A. Lund Director 1998 Private Investor, 6/97 to present 58
President and
Chief Executive Officer, CBS Television
and Cable Group, New York, NY
(broadcasting), 1/97 to 6/97

President and
Chief Executive Officer, CBS Inc., New
York, NY (broadcasting), 11/95 to 1/97

Executive Vice President,
CBS Broadcast Group, and President, CBS
Television Network, New York, NY
(broadcasting), 10/90 to 11/95

OTHER
NAME DIRECTORSHIPS
- --------------------- ---------------------

M. Bernard Puckett P-Com, Inc.; R.R.
Donnelley & Sons
Company; IMS Health
Incorporated
James R. Craigie None
Peter A. Lund None

B-3

POSITIONS DIRECTOR PRINCIPAL OCCUPATIONS
NAME WITH NMR SINCE DURING LAST FIVE YEARS AGE
- --------------------- --------------------- ----------- ------------------------------------------ ---

Michael D. Moore Director 1998 Media Consultant, 1/99 to 61
present
Executive Vice President and Director of
Media Development, The MacManus Group,
Inc., New York, NY (communications
holding company, with D'Arcy Masius
Benton & Bowles, Inc. a major holding),
1/98 to 12/98

Executive Vice President and
Worldwide Media Director, D'Arcy Masius
Benton & Bowles, Inc., New York, NY
(advertising agency), 1993 to 12/97

Ronald Townsend Director 1999 Consultant, 10/96 to present 57
President Gannett Television Group,
Arlington, VA (broadcasting),
5/89 to 10/96

Robert E. Weissman Director 1998 Chairman and 59
Chief Executive Officer, IMS Health
Incorporated, Westport, CT (health care
information services), 6/98 to present

Chairman and
Chief Executive Officer, Cognizant
Corporation, Westport, CT (information
services), 9/96 to 6/98

Chairman and
Chief Executive Officer, The Dun &
Bradstreet Corporation, Wilton, CT
(information services), 4/95 to 10/96

President and
Chief Executive Officer, The Dun &
Bradstreet Corporation, 1/94 to 3/95

OTHER
NAME DIRECTORSHIPS
- --------------------- ---------------------

Michael D. Moore None
Ronald Townsend BankAmerica
Corporation; ALLTEL
Corporation
Robert E. Weissman State Street
Corporation;
IMS Health
Incorporated

COMMITTEES OF THE BOARD AND MEETINGS

The Audit Committee of the Board of Directors reviews the scope of the
internal audit activities of the Company's independent public accountants and
the auditors' evaluation of internal controls and receives an annual summary of
the results of such audits. It also reviews the scope of the audit of the
Company's consolidated financial statements by the independent public
accountants and their report on the audit. The Committee also recommends the
appointment of the Company's independent public accountants to the full Board.
The Committee consists of Messrs. Lund (Chairman), Craigie and Moore. The Audit
Committee held one meeting during 1998. Mr. Townsend was appointed to the Audit
Committee in 1999.

The Compensation and Benefits Committee of the Board of Directors
establishes and revises all compensation arrangements for certain executives of
the Company consistent with the executive compensation philosophy adopted by the
Board of Directors. The Committee also has authority to administer the Company's
executive benefit plans and to establish and review the policies regarding
executive and all other benefit programs. The

B-4

Committee consists of Messrs. Puckett (Chairman), Craigie and Moore. The
Compensation and Benefits Committee held two meetings during 1998.

While the Board has no nominating committee, stockholders' recommendations
for nominees will be considered by the full Board. You may recommend nominees by
submitting the names in writing to: Stephen J. Boatti, Senior Vice President,
Chief Legal Officer and Secretary, Nielsen Media Research, Inc., 299 Park
Avenue, New York, New York 10171. The Company's By-laws specify certain time
limitations, notice requirements and other procedures applicable to the
submission of nominations before an Annual or Special Meeting.

Three meetings of the Board of Directors were held during 1998. No director
attended fewer than 75% of the total number of meetings of the Board of
Directors and of the Committees of the Board on which the director serves,
except for Mr. Craigie, who attended 2 of 6 Board and Committee meetings.

INFORMATION ABOUT EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

The following individuals currently serve as executive officers of the
Company:

PRINCIPAL OCCUPATION DURING LAST FIVE
NAME POSITION YEARS AND DIRECTORSHIPS
- -------------------------------------- -------------------------------------- --------------------------------------

John A. Dimling....................... President and Chief Executive President and Chief Executive Officer,
Officer; Director July 1998 to present; President and
Chief Operating Officer, July 1993 to
June 1998

Thomas W. Young....................... Executive Vice President and Executive Vice President and Chief
Chief Financial Officer Financial Officer, February 1998 to
present; Senior Vice President and
Controller, The Dun & Bradstreet
Corporation, April 1992 to October
1996

Barry P. Cook......................... Senior Vice President and Chief Senior Vice President and Chief
Research Officer Research Officer, November 1990 to
present

Stuart J. Goldshein................... Vice President and Controller Vice President and Controller, July
1998 to present; Assistant Controller,
Cognizant Corporation, November 1996
to June 1998; Assistant Controller,
The Dun & Bradstreet Corporation, 1991
to October 1996

Stephen J. Boatti..................... Senior Vice President, Chief Senior Vice President, Chief Legal
Legal Officer and Secretary Officer and Secretary, July 1998 to
present; Associate General Counsel,
Cognizant Corporation, November 1996
to June 1998; Associate General
Counsel, The Dun & Bradstreet
Corporation, 1993 to October 1996

B-5

PRINCIPAL OCCUPATION DURING LAST FIVE
NAME POSITION YEARS AND DIRECTORSHIPS
- -------------------------------------- -------------------------------------- --------------------------------------

Robert A. Lane........................ Vice President Finance and Vice President-Finance and Treasurer,
Treasurer July and Treasurer 1998 to present;
Vice President-- Finance and Planning,
July 1992 to June 1998

Anita M. Rubino....................... Senior Vice President and Chief Senior Vice President and Chief Human
Human Resources Officer Resources Officer, July 1998 to
present; Vice President-- Human
Resources, May 1994 to June 1998; Vice
President-- Organizational
Development, Marketing Information
Services Division, The Dun &
Bradstreet Corporation, May 1993 to
May 1994

John A. Loftus........................ Senior Vice President and Chief Senior Vice President and Chief
Communications Officer Communications Officer, July 1998 to
present; Vice President--
Communications, April 1990 to June
1998

William G. Jacobi..................... Chairman; Director Chairman, November 1996 to present;
Chairman, IMS International, February
1995 to December 1997; Executive Vice
President, Cognizant Corporation,
September 1996 to December 1997;
Executive Vice President, The Dun &
Bradstreet Corporation, February 1995
to October 1996; Senior Vice
President, The Dun & Bradstreet
Corporation, July 1993 to February
1995; Director R.H. Donnelly
Corporation

B-6

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

REPORT OF THE COMPENSATION AND BENEFITS COMMITTEE ON EXECUTIVE COMPENSATION

This report provides an explanation of the philosophy underlying the
Company's Executive Compensation Program and also describes how decisions were
implemented regarding the compensation paid by the Company to John Dimling,
President and Chief Executive Officer. The Compensation and Benefits Committee
(the "Committee") of the Board of Directors reviews and approves compensation
for senior executives of the Company, including the Chief Executive Officer and
the other executives whose compensation is described in this Information
Statement. The Committee is composed entirely of outside directors and has been
advised by independent experts experienced in the design and implementation of
executive compensation arrangements.

Prior to July 1, 1998, the Company was a subsidiary of Cognizant Corporation
("Cognizant") and compensation decisions were based on Cognizant's executive
compensation philosophy. This report describes the compensation philosophy
implemented by the Company since it became an independent public company on July
1, 1998.

EXECUTIVE COMPENSATION PHILOSOPHY

The Committee and the Board of Directors of the Company believe that a key
to building stockholder value is to closely align the financial interests of the
Company's executives and employees with those of stockholders and potential
investors. Moreover, we believe that top-caliber executives and employees who
can develop and deliver high-quality, innovative and accurate products and
services, and deliver customer satisfaction, will ultimately drive increased
stockholder value.

The Company has developed compensation and benefits programs for executives
and employees within a total compensation framework. Total compensation
opportunities are weighted heavily towards short-term cash incentives and
long-term stock option incentives. These incentives place a major portion of
senior executives' compensation at risk, to assure a sharp and continuing focus
on building stockholder value.

Annual cash incentives are variable and are tied to corporate financial
performance. Stock options focus on creating and sustaining stockholder value
long-term and serve as the primary source of future compensation growth
opportunity for executives. Executives will be expected to hold stock, and the
Company's stock option program is intended to help accomplish that objective.

Total compensation opportunities for the Company's executives are
established based on practices of companies that are likely to compete for the
services of our executives. This enables the Company to attract and retain high
quality executives, who are critical to the future success of the business, in
an increasingly competitive market.

The Committee's judgments about the appropriate levels of compensation
opportunities and payments to executives are considered in the context of
competitive practices among a comparison group of companies. The companies used
for compensation comparison purposes are primarily media companies and, for the
CEO, a comparison is also done against a broad cross-section of
non-manufacturing companies. The non-manufacturing comparison group includes
most of the Company's peer group competitors shown in the Total Stockholder
Return graph on page B-9, as well as other companies that are engaged in the
media industry and information research business.

Using this comparison data, the Committee generally positions executive pay
opportunities halfway between the median and 75th percentile of the media
industry, which is the Company's primary source for talent and retention. The
CEO is benchmarked against the media industry and non-manufacturing company
medians, since the CEO labor market is broader than the media industry.

B-7

COMPONENTS OF THE COMPENSATION PROGRAM

The compensation package for executives comprises base salary, annual cash
incentives and long-term incentives in the form of stock options.

BASE SALARY. The base salaries of executives compensate for ongoing
performance of assigned responsibilities. In determining whether to adjust the
base salary of an executive, including the Chief Executive Officer, the
Committee takes into account salaries paid for comparable positions at the other
compensation comparator companies, changes in the executive's responsibilities,
the individual performance of the executive and the Company's compensation
philosophy.

ANNUAL INCENTIVES. The Annual Incentive Plan rewards the executives listed
in the Summary Compensation Table for the financial results achieved for the
year. Incentive payouts are dependent on the level of achievement of financial
targets set at the beginning of the plan year. Financial targets for 1998 were
based on the Company's revenue, operating earnings and cash flow. Prospectively,
qualitative goals such as customers' satisfaction or new product delivery may be
included as measures of executive performance. No award is earned with respect
to a performance measure unless a performance "floor" for that measure is
exceeded; the award opportunity with respect to a measure is earned if the
performance target is achieved; achievement between the floor and the target
results in a lower award with respect to that performance measure. An amount
larger than the award opportunity for each performance measure can be earned, up
to a specified limit, for exceeding the target for that measure. In 1998, the
Company's overall performance exceeded financial targets; accordingly, incentive
awards paid in early 1999 exceeded target award opportunities.

STOCK OPTIONS. Stock options serve to reward executives in the same manner
as our stockholders benefit, because options only have value to executives when
the Company's stock price increases. In 1998, executives were granted options
with a life of ten years that vest proportionately over three years, and have an
exercise price equal to the fair market value of the Common Stock on the grant
date. The number of options granted in 1998 was determined based primarily on
the competitive practices of our compensation comparator companies but also
reflected individual performance and expected future contributions.

CEO COMPENSATION. Mr. Dimling participates in the executive compensation
program described in this Report of the Compensation and Benefits Committee. In
1998, Mr. Dimling's base salary was increased to reflect his new position as the
Chief Executive Officer of a publicly-traded company and the higher competitive
salary levels for positions comparable to his new position paid in our
compensation comparator companies. Mr. Dimling's financial targets for earning
his annual incentive, as determined by the Committee, were based on the same
three measures as for the other senior executives with overall corporate
responsibility--the Company's consolidated revenue, operating income and cash
flow for 1998. The Committee gave different weights to each measure in
determining the bonus to be earned, based on how it viewed their relative
importance in rewarding improvement in annual results. Because the Company's
results for 1998 were above the annual incentive targets established at the
beginning of the year, the incentive payment to Mr. Dimling shown in the Summary
Compensation Table was higher than his target award opportunity. Mr. Dimling and
the other senior corporate executives also received a payment in addition to the
incentive opportunity based on the Company's achievement of an
earnings-per-share target established at the beginning of 1998. Mr. Dimling
received a grant of 75,000 stock options in 1998.

The Committee believes Mr. Dimling's current compensation is fully
consistent with our philosophy on executive compensation, and appropriate in
view of our performance as indicated in the Total Stockholder Return graph on
page B-9. The graph compares the Company's cumulative total return since the
Company's shares began trading independently in June of 1998 to a performance
peer group of five information and service providers and to the Standard &
Poor's Midcap 400 Index.

TAX DEDUCTIBILITY. Under Section 162(m) of the Internal Revenue Code (the
"Code"), the Company may not deduct certain forms of compensation in excess of
$1,000,000 paid to its Chief Executive Officer

B-8

and the other four most highly compensated senior executives. For 1998 and 1999,
none of the compensation paid to these executives (other than amounts to be paid
as a result of the transactions contemplated by the Merger Agreement) is
expected to exceed the Code limitations. The Committee intends to maximize the
deductibility of executive compensation, but also to compensate executive
officers in a manner commensurate with performance and the competitive
environment for executive and creative talent. As a result, some portion of
compensation paid to an executive officer whose compensation is subject to the
deduction limits described above may not be deductible by the Company in the
future.

COMPENSATION AND BENEFITS COMMITTEE

M. Bernard Puckett, Chairman
James R. Craigie
Michael D. Moore

COMPARISON OF TOTAL STOCKHOLDER RETURN OF THE COMPANY,
S&P MIDCAP 400 INDEX AND THE COMPANY'S PEER GROUP

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

6/23/98 6/30/98 7/31/98 8/31/98 9/30/98 10/31/98 11/30/98 12/31/98

The Company 100 101.36 90.4 65.75 74.88 103.65 109.58 131.49
S&P Midcap 400 Index 100 95.13 91.44 74.42 81.37 88.64 93.06 104.3
Peer Group 100 102.99 89.7 72.18 79.48 80.94 85.76 88.57

6/23/98 6/30/98 7/31/98 8/31/98 9/30/98 10/31/98 11/30/98
----------- --------- ----------- ----------- ----------- ----------- -----------

The Company........................... 100 101.36 90.40 65.75 74.88 103.65 109.58
S&P Midcap 400 Index.................. 100 95.13 91.44 74.42 81.37 88.64 93.06
Peer Group............................ 100 102.99 89.70 72.18 79.48 80.94 85.76

12/31/98
-----------

The Company........................... 131.49
S&P Midcap 400 Index.................. 104.30
Peer Group............................ 88.57

This graph compares the total stockholder return of the Company, the
Standard & Poor's Midcap 400 Index and a group of the Company's peer companies
from June 23, 1998, the first day of when-issued trading in the Company's Common
Stock, until December 31, 1998. The calculation assumes $100 was invested on
June 23, 1998 and that any dividends were reinvested. Since there is no widely
recognized standard industry group comprising the Company and peer companies, a
group of companies representing a range of proprietary data providers was used.
The performance peer group consists of ACNielsen Corporation, The Dun &
Bradstreet Corporation, Gartner Group, Inc., Information Resources, Inc. and
Primark Corporation.

B-9

EXECUTIVE COMPENSATION TABLES

In addition to the annual compensation of the Company's five most highly
compensated executive officers, the following tables show six months of 1998 and
full-year 1997 compensation for certain executives who resigned from Cognizant,
the former name of the Company, upon Cognizant's spin-off of certain businesses
on July 1, 1998 (the "Spin-Off"), in accordance with rules of the Securities and
Exchange Commission.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
--------------------------
ANNUAL COMPENSATION AWARDS
---------------------------------------------- --------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
COMPEN- AWARD(S) OPTIONS/
SALARY BONUS(1) SATION(2) (3) SARS(4)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#)
- ---------------------------------------- --------- --------- ----------- ----------- ----------- -------------

John A. Dimling......................... 1998 336,800 254,102 0 0 75,000
President and Chief Executive Officer... 1997 303,000 181,662 0 0 0

Thomas W. Young(6)...................... 1998 256,667 165,462 0 0 30,000
Executive Vice President and Chief
Financial Officer..................... 1997 0 0 0 0 0

Barry P. Cook........................... 1998 231,750 125,633 0 0 30,000
Senior Vice President and Chief
Research Officer........................ 1997 212,167 109,165 0 0 0

Stuart J. Goldshein..................... 1998 216,800 96,323 0 0 15,000
Vice President and Controller........... 1997 211,500 105,746 0 0 0

Stephen J. Boatti....................... 1998 199,700 101,641 0 0 20,000
Senior Vice President, Chief Legal
Officer and Secretary................. 1997 188,100 98,226 0 0 0

PAYOUTS
---------------
LONG-
TERM ALL OTHER
INCENTIVE COMPEN-
PAYOUTS SATION(5)
NAME AND PRINCIPAL POSITION ($) ($)
- ---------------------------------------- --------------- -----------

John A. Dimling......................... 0 10,537
President and Chief Executive Officer... 0 19,682
Thomas W. Young(6)...................... 0 3,750
Executive Vice President and Chief
Financial Officer..................... 0 0
Barry P. Cook........................... 0 7,163
Senior Vice President and Chief
Research Officer........................ 0 11,454
Stuart J. Goldshein..................... 0 7,116
Vice President and Controller........... 0 10,508
Stephen J. Boatti....................... 0 6,314
Senior Vice President, Chief Legal
Officer and Secretary................. 0 9,585

The following officers resigned from the Company's predecessor, Cognizant,
in connection with the Spin-Off on July 1, 1998. The 1998 amounts shown are for
compensation through June 30, 1998.

Robert E. Weissman...................... 1998 387,500 561,715 0 0 0 0
Former Chairman and Chief
Executive Officer..................... 1997 750,000 1,007,100 1,006 0 0 0

Victoria R. Fash........................ 1998 300,000 250,446 75,700 0 0 0
Former Executive Vice President
and Chief Financial Officer........... 1997 375,000 349,128 0 268,938 0 0

Alan J. Klutch.......................... 1998 162,500 177,888 0 0 0 0
Former Senior Vice President-Finance.... 1997 325,000 303,473 0 0 0 0

Robert E. Weissman...................... 28,534
Former Chairman and Chief
Executive Officer..................... 72,568
Victoria R. Fash........................ 13,513
Former Executive Vice President
and Chief Financial Officer........... 19,655
Alan J. Klutch.......................... 11,538
Former Senior Vice President-Finance.... 22,637

- ------------------------------

(1) The bonus (annual incentive) awards were earned in the year indicated and
paid in the following year.

(2) The value of certain personal benefits is not included since it does not
exceed $50,000 for any named executive officer. The amount shown for Ms.
Fash represents an allowance for incidentals associated with an
international assignment.

(3) The amount shown for Ms. Fash represents the dollar value of restricted
stock on the date of the grant. This grant was a special one-time award made
by Cognizant and was forfeited upon Ms. Fash's resignation.

(4) All the options in this table are without tandem stock appreciation rights.

(5) Amounts shown represent aggregate annual company contributions for the
account of each named executive officer under the Nielsen Media Research,
Inc. Savings Plan (the "Savings Plan") and Savings Benefit Equalization Plan
(the "SBEP"), plans that are open to employees of the Company and certain
subsidiaries. The Savings Plan is a tax-qualified defined contribution plan
and the SBEP is a non-qualified plan that provides a benefit to participants
in the Savings Plan equal to the amount of Company contributions that would
have been made to the participant's Savings Plan accounts but for certain
Federal tax laws.

(6) Mr. Young joined the Company in February 1998.

B-10

OPTION/SAR GRANTS IN LAST FISCAL YEAR

NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS GRANT DATE
OPTIONS/SARS GRANTED TO EXERCISE OR PRESENT
GRANTED(1) EMPLOYEES IN BASE PRICE EXPIRATION VALUE(2)
NAME (#) FISCAL YEAR ($/SHARE) DATE ($)
- ---------------------------------------------- --------------- ----------------- ----------- ----------- -----------

John A. Dimling............................... 75,000 6.29 16.4375 12/15/08 291,650
Thomas W. Young............................... 30,000 2.52 16.4375 12/15/08 27,099
Barry P. Cook................................. 30,000 2.52 16.4375 12/15/08 27,099
Stuart J. Goldshein........................... 15,000 1.26 16.4375 12/15/08 13,549
Stephen J. Boatti............................. 20,000 1.68 16.4375 12/15/08 18,066

The following officers resigned from the Company's predecessor, Cognizant,
in connection with the Spin-Off on July 1, 1998. Amounts shown are for grants
through June 30, 1998.

Robert E. Weissman............................ 0 N/A N/A N/A N/A
Victoria R. Fash.............................. 0 N/A N/A N/A N/A
Alan J. Klutch................................ 0 N/A N/A N/A N/A

- ------------------------------

(1) Amount shown represents the number of non-qualified stock options, without
tandem stock appreciation rights ("SARs"), granted in 1998. The options may
not be exercised for at least one year after grant and may then be exercised
in installments of one-third of the grant amount each year until they are
100% vested. Payment must be made in full upon exercise in cash or Common
Stock. The option holder may elect to have shares of Common Stock issuable
upon exercise withheld by NMR to pay withholding taxes due.

(2) Grant date present value is based on the Black-Scholes option valuation
model, which makes the following material assumptions for the December 16,
1998 grant: an expected stock-price volatility factor of 30%, a risk-free
rate of return of 4.63%, an annual dividend yield of 0%, an assumed time of
exercise of three years from grant date, and a reduction of approximately
9.7% to reflect the probability of forfeiture due to termination prior to
vesting. These assumptions may or may not be fulfilled. The amounts shown
cannot be considered predictions of future value. In addition, the option
will gain value only to the extent the stock price exceeds the option
exercise price during the life of the option.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

The following table provides information as to option exercises by each of
the named executive officers during 1998 and the value of unexercised
in-the-money stock options at year-end.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS
ACQUIRED VALUE FISCAL YEAR-END(1)(#) AT FISCAL YEAR-END(2)($)
UPON REALIZED -------------------------- --------------------------
NAME EXERCISE ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------- ----------- --------- ----------- ------------- ----------- -------------

John A. Dimling.............................. 244,672 $ 922,644 184,522 706,643 $1,819,823 $ 6,353,236
Thomas W. Young.............................. 0 0 0 235,458 0 $ 1,307,606
Barry P. Cook................................ 124,564 $ 676,076 62,241 252,576 $ 616,590 $ 2,243,823
Stuart J. Goldshein.......................... 107,607 $ 446,137 63,158 223,447 $ 626,851 $ 2,079,734
Stephen J. Boatti............................ 9,060 $ 48,287 220,808 212,008 $2,335,463 $ 1,925,165

The following officers resigned from the Company's predecessor, Cognizant,
in connection with the Spin-Off on July 1, 1998. Amounts shown are for exercises
through June 30, 1998.

Robert E. Weissman(3)........................ 796,602 $5,640,886 0 6,666 0 $ 26,871
Victoria R. Fash............................. 0 0 0 0 0 0
Alan J. Klutch............................... 0 0 0 0 0 0

- ------------------------------

(1) No SARs were outstanding at December 31, 1998.

(2) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the fair market value of the underlying
Company's Common Stock at December 31, 1998. Options are in-the-money if the
fair market value of the Company's Common Stock exceeds the exercise price
of the option.

(3) The amount of unexercised options shown for Mr. Weissman represents options
granted to him after the Spin-Off as a director of the Company.

B-11

RETIREMENT BENEFITS

Retirement benefits for the named executive officers are determined under
the the Company's Retirement Plan and the the Company's Retirement Excess Plan.
Under these plans, the Company contributes 6% of the participant's compensation
monthly to the participant's cash balance in the plan. The cash balance earns
monthly investment credits based on the yield on 30-year Treasury bonds from
time to time. Compensation, for the purpose of determining retirement benefits,
consists of base salary, annual bonuses, commissions and overtime pay. Severance
pay, income derived from equity-based awards, contingent payments and other
forms of special remuneration are excluded. Bonuses included in the Summary
Compensation Table above are normally not paid until the year following the year
in which they are accrued and expensed; therefore, compensation for purposes of
determining retirement benefits varies from the Summary Compensation Table
amounts in that bonuses expensed in the previous year but paid in the current
year are part of retirement compensation in the current year and current year's
bonuses accrued and included in the Summary Compensation Table are not. For
1998, compensation for purposes of determining retirement benefits for the named
executive officers differed by less than 10% from the amounts shown in the
Summary Compensation Table.

These plans also include a minimum monthly benefit for certain employees who
had attained age 50 and had earned five years of service as of October 31, 1996,
including Messrs. Dimling and Cook. The minimum benefit is equal to the excess
of (i) 1.7% of final average compensation multiplied by years of credited
service not in excess of 25, plus 1.0% of average final compensation multiplied
by years of credited service in excess of 25, over (ii) 1.7% of the primary
Social Security insurance benefits multiplied by years of credited service not
in excess of 25, plus 0.5% of the primary Social Security insurance benefits
multiplied by years of credited service in excess of 25. Final average
compensation is defined as the highest average annual compensation during five
consecutive twelve-month periods in the last 10 consecutive twelve-month periods
of the member's credited service. Members vest in their accrued retirement
benefit upon completion of five years of service.

The estimated annual benefits upon retirement at age 65 for Messrs. Dimling,
Cook, Goldshein and Boatti are $96,185, $34,361, $41,151 and $29,122,
respectively. These amounts include benefits payable under predecessor qualified
plans of The Dun & Bradstreet Corporation that would be deducted from the amount
payable under these plans. The estimated annual retirement benefits payable at
age 65 are based on 1998 recognized earnings, assuming no future increases in
such earnings. For Messrs. Boatti and Goldshein, the assumed investment credit
on cash balances is 5.5417% per annum, and the assumed annuity conversion rate
at age 65 is 5.15%. The actual investment credit and annuity conversion rate may
vary from these rates. In 1998, Mr. Young was not eligible to participate in the
Retirement Plan or the Retirement Excess Plan.

B-12

CHANGE-IN-CONTROL AGREEMENTS

The Company has entered into agreements with the executive officers named in
the Summary Compensation Table above (as well as with other officers and key
employees of the Company and its subsidiaries), providing for certain benefits
upon termination of employment in the event of a Change in Control (as defined
below) of the Company. If, following a Change in Control, the employment of a
named executive officer is terminated without cause or he or she terminates
employment for "good reason" (generally, an adverse change in employment status,
compensation or benefits, a required relocation or the lapse of 12 months
following the Change in Control), the officer will receive a lump sum payment
equal to three times (for Mr. Dimling and Mr. Young), two times (for Mr. Cook
and Mr. Boatti) and one and one-half times (for Mr. Goldshein) base salary and
annual target bonus, reimbursement for outplacement expenses, life and health
insurance coverage for 36 months (for Mr. Dimling and Mr. Young), 24 months (for
Mr. Cook and Mr. Boatti) and 18 months (for Mr. Goldshein) after termination,
retiree medical coverage, the accelerated vesting of stock options and the
accelerated payment of prorated annual and other bonuses. A Change in Control
will generally have occurred under the following circumstances: (i) an
acquisition by any person of 20% of the combined voting power of the Company's
securities, (ii) during any period of twenty-four months a majority of the Board
ceases to consist of (x) directors in office at the beginning of such period or
(y) directors whose election was approved by two-thirds of the directors in
office at the beginning of the period or by directors whose election was so
approved, (iii) the Company's merger or consolidation with another entity (other
than one in which the Company's shares outstanding prior to the merger represent
66- 2/3% of the voting power of the surviving company and no shareholder holds
20% or more of such remaining voting power) or (iv) the liquidation or sale of
substantially all of the Company's assets. The consummation of the transactions
contemplated by the Merger Agreement would constitute a Change in Control under
these agreements.

Pursuant to waivers signed in connection with the Merger Agreement, each
executive officer named in the Summary Compensation Table (as well as most of
the other officers and key employees with such change in control agreements) has
agreed to defer the receipt of the spread value under all currently unvested
stock options held by them over a period of two years and agreed to be subject
to a noncompetition and nonsolicitation provision for an 18-month period after
the termination of employment. In return, if such employee remains employed by
the Company for 15 months after the Merger, he or she will be entitled to
receive the payment contemplated by his or her change in control agreement.

SEVERANCE ARRANGEMENTS

The Company's Career Transition Plan and Executive Transition Plan provide
severance benefits to employees of the Company (including the executive officers
named in the Summary Compensation Table above) and certain of its subsidiaries.
These plans generally provide for the payment of severance benefits if the
employment of a covered employee terminates by reason of a reduction in force,
job elimination, unsatisfactory job performance or a mutually acceptable
resignation. In the event of an eligible termination, executives with a base
salary between $150,000 and $200,000 will be paid three-quarters of a week of
salary continuation for each four weeks of service with the Company, up to a
maximum of 20 weeks, except that certain executives who had service with The Dun
& Bradstreet Corporation (a predecessor of the Company) receive benefits of 39
weeks. Executives with a base salary of more than $200,000 will be paid one week
of salary continuation for each two weeks of service, up to a maximum of 52
weeks. The Chief Executive Officer will be paid 104 weeks of salary and annual
bonus continuation. Lower amounts are paid in the event of termination for
unsatisfactory performance. In addition, unless termination occurs for
unsatisfactory performance, the executive will receive a portion of his or her
cash bonus opportunity for the year of termination, prorated based on the number
of months worked during that year.

In addition, the plans provide to eligible terminated executives continued
medical, dental and life insurance coverage throughout the salary continuation
period, and in certain instances, outplacement services and financial
counseling. The Chief Executive Officer may increase or decrease benefits for
executives other than the Chief Executive Officer, provided such decision is
reported to the Compensation

B-13

and Benefits Committee of the Board, and that Committee may increase or decrease
benefits for the Chief Executive Officer.

COMPENSATION OF DIRECTORS

CASH COMPENSATION. Beginning July 1, 1998, each director not employed by
the Company (other than Mr. Jacobi) was paid a retainer at an annual rate of
$25,000 in quarterly installments and each non-employee director who was
Chairman of a committee of the Board of Directors was paid an additional
retainer at an annual rate of $3,000 in quarterly installments. In addition,
each such non-employee director was paid a fee of $1,000 for each Board or
committee meeting attended in 1998. Directors who were employed by the Company
received no retainers or fees.

Each non-employee director may elect to have all or a specified part of the
retainer and fees deferred until he or she ceases to be a director. Deferred
amounts may be credited to the account of directors as deferred cash, which
bears interest at prescribed rates, or as deferred share units in an amount
equal to the amount of deferred compensation divided by the fair market value of
a share of Common Stock on the date the compensation would otherwise have been
paid. Deferred share units are credited with dividend equivalents, if any. Fair
market value is the average of the high and low trading prices of the Common
Stock on the date of determination. Deferred amounts and accrued interest and
dividend equivalents are paid in the form of cash or stock, as appropriate, on
the first business day of the calendar year following the date of the director's
termination of service on the Company's Board.

Mr. Jacobi received no retainer or fees for 1998. As of March 1, 1999, he is
paid a retainer for his services as Chairman at an annual rate of $300,000,
payable monthly.

NON-EMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN. This plan provides for the
granting of stock options and restricted stock to non-employee directors of the
Company on such terms as are determined by the Compensation and Benefits
Committee of the Board of Directors. On July 8, 1998 the Committee granted each
non-employee director 2,147 shares of restricted Common Stock with a fair market
value on that date of $13.97, and a stock option to purchase 6,666 shares of
Common Stock at an exercise price of $13.97 per share. The restricted shares
vest five years after the date of grant. Until the shares vest, the director is
not able to sell or dispose of them but is entitled to vote them and receive
dividends. These restrictions lapse if the director dies or becomes disabled or,
at the Committee's discretion, if the director's service terminates in other
circumstances. The stock option expires 10 years after the grant date and vests
in six equal installments beginning one year after the grant date. The plan
provides for the accelerated vesting of options upon termination of service due
to death, disability or retirement.

Upon the occurrence of a Change in Control (as defined above under
"Change-in-Control Agreements") of the Company, the Compensation and Benefits
Committee may take such action as it deems necessary or desirable with respect
to directors' awards, including acceleration of an award, payment of cash in
exchange for cancellation of an award, and/or issuing substitute awards that
substantially preserve the value, rights and benefits of previously granted
awards. In connection with the Merger Agreement, the Compensation and Benefits
Committee approved the acceleration of vesting of all such awards and the
payment of cash in exchange for cancellation of such awards.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table shows the number of shares of the Company's Common Stock
beneficially owned by each director of the Company, each executive officer named
in the Summary Compensation Table below, all present directors and executive
officers as a group and each person known to the Company to beneficially own
more than 5% of the outstanding shares of Common Stock at August 15, 1999 (the
"5% Owners"). Stock ownership information is based upon (i) information
furnished by such directors and

B-14

executive officers as of August 15, 1999, and (ii) a Schedule 13G filed by each
5% Owner with the Securities and Exchange Commission (the "SEC"). Please note
that, in certain cases, shares required under rules of the SEC to be shown as
beneficially owned are shares as to which the indicated person holds only rights
to acquire within 60 days through exercise of stock options. Unless otherwise
stated, the indicated persons have sole voting and investment power over the
shares listed. No director or executive officer of the Company owned more than
one percent of the Common Stock. The mailing address for each of the Company's
directors and executive officers listed herein is 299 Park Avenue, New York, New
York 10171.

NAME OF BENEFICIAL
OWNER POSITION NUMBER OF SHARES AND NATURE OF OWNERSHIP
- ----------------------- ------------------------------- ---------------------------------------------------

Stephen J. Boatti Senior Vice President, 363 Direct
Chief Legal Officer and 220,808 Right to Acquire within 60 Days by
Secretary Exercise of Options
221,171
----------
----------

Barry P. Cook Senior Vice President 236 Direct
and Chief Research 62,241 Right to Acquire within 60 Days by
Officer Exercise of Options
62,477
----------
----------

James R. Craigie Director 2,147(1) Restricted Stock Grant

John A. Dimling President and Chief 897 Direct
Executive Officer; 184,522 Right to Acquire within 60 Days by
Director Exercise of Options
185,419
----------
----------

Stuart J. Goldshein Vice President and 291 Direct
Controller 63,158 Right to Acquire within 60 Days by
Exercise of Options
63,449
----------
----------

William G. Jacobi Chairman; Director 2,247 Direct
2,147 Restricted Stock Grant
4,394
----------
----------

Peter A. Lund Director 500 Direct
2,147 Restricted Stock Grant
2,647
----------
----------

Michael D. Moore Director 2,147 Restricted Stock Grant

M. Bernard Puckett Director 1,200 Direct
2,406 Restricted Stock Grant
3,606
----------
----------

Ronald Townsend Director 1,132 Restricted Stock Grant

Robert E. Weissman Director 58,865 Direct
2,147 Restricted Stock Grant
61,012
----------
----------

B-15

NAME OF BENEFICIAL
OWNER POSITION NUMBER OF SHARES AND NATURE OF OWNERSHIP
- ----------------------- ------------------------------- ---------------------------------------------------

Thomas W. Young Executive Vice President 97 Direct
and Chief Financial Officer 34,340 Right to Acquire within 60 Days by
Exercise of Options
34,437
----------
----------

All directors and executive
officers as a group 859,354(1)

Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036 4,559,909(2)

First Manhattan Co.
437 Madison Avenue
New York, NY 10022 4,814,138(3)

FMR Corp.
82 Devonshire Street
Boston, MA 02109 8,343,895(4)

Arnhold and S. Bleichroeder, Inc.
1345 Avenue of the Americas
New York, NY 10105 3,517,332(5)

AXA Assurances I.A.R.D. Mutelle
21, rue de Chateaudun
75009 Paris France 5,853,216(6)

AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France 5,853,216(6)

AXA Conseil Vie Assurance Mutuelle
100-101 Terrasse Boieldieu
92042 Paris La Defense France 5,853,216(6)

AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris France 5,853,216(6)

AXA
9 Place Vendome
75001 Paris France 5,853,216(6)

The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104 5,805,022(6)

- ------------------------
(1) Includes all shares beneficially owned regardless of nature of ownership,
and all rights to acquire shares within 60 days. Represents 1.49% of the
outstanding Common Stock as of August 18, 1999.

(2) Morgan Stanley Dean Witter & Co. ("Morgan") and its wholly owned subsidiary
Morgan Stanley Dean Witter Investment Management Inc. ("MSDW") jointly filed
a Schedule 13G with the SEC on February 8, 1999. This Schedule 13G states
that Morgan and MSDW, registered investment advisers, beneficially owned at
December 31, 1998, 4,559,909 shares, representing approximately 8.15% of the
Common Stock outstanding at that date. Morgan and MSDW have shared
dispositive power over all of the shares owned by them and shared voting
power over 3,765,580 of such shares.

(3) First Manhattan Co. filed a Schedule 13G with the SEC on February 11, 1999.
This Schedule 13G states that First Manhattan Co., a registered
broker-dealer and investment adviser, beneficially owned

B-16

at December 31, 1998, 4,814,138 shares of Common Stock, representing
approximately 8.6% of the Common Stock outstanding at that date. This amount
includes 137,032 shares owned by family members of general partners of First
Manhattan Co. as to which First Manhattan Co. disclaims dispositive power
over 10,516 shares and disclaims beneficial ownership of 126,516 shares.
First Manhattan Co. has sole voting power over 65,515 shares, shared voting
power over 4,305,043 shares, sole dispositive power over 65,515 shares and
shared dispositive power over 4,748,623 shares.

(4) FMR Corp. ("FMR"), Edward C. Johnson 3d ("E.C. Johnson") and Abigail P.
Johnson ("A.P. Johnson") jointly filed a Schedule 13G with the SEC on
February 12, 1999. This Schedule 13G states that FMR, E.C. Johnson and A.P.
Johnson beneficially owned at December 31, 1998, 8,343,895 shares of Common
Stock, representing approximately 14.9% of the Common Stock outstanding at
that date. Of these shares, 7,187,406 shares are beneficially owned by FMR's
wholly-owned subsidiary Fidelity Management and Research Company
("Fidelity"), a registered investment adviser. E.C. Johnson, FMR and the
registered investment companies advised by Fidelity (the "Fidelity Funds")
each has the sole dispositive power over 7,186,606 of these shares, and the
Fidelity Funds have the sole voting power over these shares. FMR, Fidelity
International Limited ("FIL") and Fidelity American Special Situations
Trust, a unitrust advised by a subsidiary of FIL, each has the sole voting
and dispositive power over 1,400 of the 7,187,406 shares. Fidelity
Management Trust Company, a wholly owned subsidiary of FMR and a bank,
beneficially owns 1,108,924 shares, as to which E.C. Johnson and FMR each
has sole dispositive power, and as to 1,056,782 shares of which each has
sole voting power. FIL beneficially owns an additional 47,565 shares, over
which it has the sole voting and dispositive power. FIL, formerly a
subsidiary of FMR, was voluntarily included in FMR's Schedule 13G filing.

(5) Arnhold and S. Bleichroeder, Inc. ("A&SB") filed a Schedule 13G with the SEC
on February 16, 1999. This Schedule 13G states that A&SB, a registered
investment adviser, beneficially owned at December 31, 1998, 3,517,332
shares of Common Stock, representing approximately 6.29% of the Common Stock
outstanding at that date. A&SB has sole voting power over 3,515,832 shares,
shared voting power over 1,500 shares, and sole dispositive power over all
the shares owned by it.

(6) The Equitable Companies Incorporated ("Equitable"), AXA, which beneficially
owns a majority interest in Equitable and the Mutuelles AXA ("Mutuelles"),
which as a group control AXA, jointly filed a Schedule 13G with the SEC on
July 12, 1999. This schedule 13G states that AXA and Mutuelles beneficially
owned at June 30, 1999, 5,853,216 shares of Common Stock, representing 10.3%
of the Common Stock outstanding at that date. Of these shares 4,244,622 are
beneficially owned by Equitable's subsidiary, Alliance Capital Management
L.P., a registered investment adviser ("Alliance"). Alliance has the sole
dispositive power over these shares, and has the sole voting power over
2,394,800 of these shares. 1,483,600 of the shares are beneficially owned by
Equitable's subsidiary, The Equitable Life Assurance Society of the United
States, a registered investment adviser and a registered broker-dealer
("Equitable Life"). Equitable Life has the sole dispositive power over these
shares, and has the sole voting power over 1,200,500 of these shares. 68,150
of the shares are beneficially owned by Equitable's subsidiary, Wood,
Struthers & Winthrop Management Corporation, a registered investment
adviser. 8,650 of the shares are beneficially owned by Equitable's
subsidiary, Donaldson, Lufkin & Jenrette Securities Corporation, a
registered investment adviser and a registered broker-dealer ("DLJ"). DLJ
has the sole dispositive power over 775 of these shares. 1,000 of the shares
are beneficially owned by AXA's subsidiary, Sun Life & Provincial Holdings
PLC (U.K.) ("Sun Life"). Sun Life has the sole dispositive and voting power
over these shares. 47,194 of the shares are beneficially owned by AXA's
subsidiary, AXA Rosenberg (U.S.) ("Rosenberg"). Rosenberg has the sole
voting power over 34,162 of these shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company knows of no person who did not file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934 during 1998.

B-17

SCHEDULE I

PARENT DESIGNEES

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
NAME POSITIONS HELD DURING THE PAST FIVE YEARS
- -------------------------------------------------------- --------------------------------------------------------

Thomas A. Mastrelli..................................... Mr. Mastrelli is the sole director and President of
Purchaser. Mr. Mastrelli has been Chief Operating
Officer of Parent since January 1, 1999. From April 16,
1998 to December 31, 1998, Mr. Mastrelli served as
Executive Vice President and General Manager of Parent.
Beginning in 1981 he was a partner at the public
accounting and consulting firm of Leslie Sufrin and
Company.

James Ross.............................................. Mr. Ross is the Vice President and General Counsel of
Purchaser. Mr. Ross has been Vice President, General
Counsel and Secretary of Parent for the past five years.

Gerald S. Hobbs......................................... Mr. Hobbs has been Chairman of the Board of Directors
and Chief Executive Officer of Parent since 1994. Mr.
Hobbs has served as a member of the Executive Board of
Directors of VNU since 1998.

Mr. Rob F. Van Den Bergh................................ Member of Executive Board of Directors of Parent. Mr.
Van der Bergh has served as the Vice Chairman of the
Executive Board of Directors of VNU since 1998. During
the past five years, he has served on the Supervisory
Boards of Directors of Philips Nederland, CVI, Boompers
and Scoot UK.

I-1