EXHIBIT 10.2



 





Exhibit 10.2



RESTRICTED SHARE UNIT AWARD AGREEMENT




Date of the Award:



Participant:




Number of Restricted Share Units Awarded:




     1. Grant of Restricted Share Units. Subject to the terms and conditions of
the 2000 Dun & Bradstreet Corporation Nonemployee Directors’ Stock Incentive
Plan (the “Plan”) and the additional terms and conditions set forth in this
Agreement, The Dun & Bradstreet Corporation (the “Company”) hereby grants to
the Participant named above an award of the number of restricted share units
(RSUs) set forth above. Each RSU represents the right to receive a share of
the Company’s common stock (“Share”) upon the earlier of (a) the third
anniversary of the Date of the Award set forth above or (b) termination of the
Participant’s service as a director of the Company for any reason. At least
thirteen months prior to the third anniversary of the Date of the Award, the
Participant may elect, in writing, to defer the receipt of Shares until
termination of the Participant’s service as director of the Company for any
reason.



     2. Dividend Equivalents. In the event that a dividend is paid on Shares, an
amount equal to such dividend shall be credited for the benefit of the
Participant based on the number of RSUs credited to the Participant on the
dividend record date, and shall be expressed as an additional amount of RSUs,
such amount to be calculated based on the Fair Market Value (as defined in the
Plan) of a Share on the dividend payment date.



     3. Rights as a Stockholder. The Participant shall have no rights as a
shareholder until the Participant has received a Share certificate in respect
of his or her RSUs pursuant to Section 1 hereof.



     4. Restrictions on Certificates. The certificates delivered to the
Participant as contemplated by Section 3 above shall be subject to such
restrictions as the Board may deem advisable under the Plan or the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such Shares are listed, and any applicable
Federal or state laws.



     5. Transferability. The RSUs are not transferable or assignable by the
Participant otherwise than by will or by the laws of descent and distribution.



     6. Change in Capitalization. In the event of a change in the outstanding
Shares of the Company, the RSUs shall be treated as set forth in the Plan.



     7. Securities Laws. The granting of RSUs hereunder shall be subject to all
applicable laws, rules and regulations and to such approvals of any
governmental agencies as may be required.



     8. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York applicable to
contracts made and to be performed in the State of New York.



 









 





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     9. Restricted Share Unit Award Subject to Plan. This Award shall be subject
to all applicable terms and conditions of the Plan. In the event of any
conflict between this Agreement and the Plan, the terms of the Plan shall
control.



     IN WITNESS WHEREOF, the Company has executed this Agreement as of the date set
forth above.



	 	 	 	 	 
	 	 	THE DUN & BRADSTREET CORPORATION
	 
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	Title: