FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

                                                                    EXHIBIT 10.3

                        THE DUN & BRADSTREET CORPORATION
                            2000 STOCK INCENTIVE PLAN
                           RESTRICTED STOCK UNIT AWARD
                                 ([Award Date])

        This RESTRICTED STOCK UNIT AWARD (this "Award") is being granted to
__________________ (the "Participant") as of this ____ day of _________, 200_
(the "Award Date") by THE DUN & BRADSTREET CORPORATION (the "Company") pursuant
to THE DUN & BRADSTREET CORPORATION 2000 STOCK INCENTIVE PLAN (the "Plan").
Capitalized terms not defined in this Award have the meanings ascribed to them
in the Plan.

                1.      Grant of Restricted Stock Units. The Company hereby
        awards to the Participant pursuant to the Plan _________ restricted
        stock units ("RSUs"). Each RSU constitutes an unfunded and unsecured
        promise of the Company to deliver (or cause to be delivered) to the
        Participant, subject to the terms of this Award and the Plan, one share
        of the Company's common stock, par value $.01 ("Share") on the delivery
        date as provided herein. Until delivery of the Shares, the Participant
        has only the rights of a general unsecured creditor of the Company, and
        no rights as a shareholder, of the Company.

                2.      Vesting. Subject to Sections 3, 4 and 9 below, the
        restrictions on the applicable percentage of RSUs shall lapse and such
        percentage of RSUs shall vest on each "Vesting Date" set forth in the
        following schedule provided the Participant remains in the continuous
        active employ of the Company or its Affiliates during the period
        commencing on the Award Date and ending on the applicable Vesting Date:

         Vesting Date             Percentage of RSUs Vested    # of RSUs Vested
-------------------------------   -------------------------    ----------------
[1st Anniversary of Award Date]                20%
[2nd Anniversary of Award Date]                30%
[3rd Anniversary of Award Date]                50%

                                       -1-
<PAGE>

                3.      Termination of Employment Before [1st Anniversary of
        Award Date]. If the Participant's active employment with the Company and
        its Affiliates terminates for any reason prior [1st Anniversary of Award
        Date], the Participant shall forfeit all rights to and interests in the
        RSUs.

                4.      Termination of Employment On or After [1st Anniversary
        of Award Date]. If the Participant's active employment with the Company
        and its Affiliates terminates on or after [1st Anniversary of Award
        Date] due to Retirement (as defined in the Plan), death or Disability
        (as defined in the Plan), any unvested RSUs shall become fully vested as
        of the employment termination date (such accelerated vesting date, also
        being referred to herein as a Vesting Date). If the Participant's active
        employment with the Company and it Affiliates terminates on or after
        [1st Anniversary of Award Date] for any reason other than Retirement,
        death or Disability and prior to any applicable Vesting Date, the
        Participant shall forfeit all rights to and interests in the unvested
        RSUs 5. Voting. The Participant will not have any rights of a
        shareholder of the Company with respect to RSUs until delivery of the
        underlying Shares.

                6.      Dividend Equivalents. Unless the Committee determines
        otherwise, 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 as
        of the dividend record date, and such credited dividend amount shall be
        in the form of an additional number of RSUs (rounded down to the nearest
        whole RSU) based on the Fair Market Value (as defined in the Plan) of a
        Share on the dividend payment date. The additional RSUs credited in
        connection with a dividend will be subject to the same restrictions as
        the RSUs in respect of which the dividend was paid.

                7.      Transfer Restrictions. The RSUs are non-transferable and
        may not be assigned, pledged or hypothecated and shall not be subject to
        execution, attachment or similar process. Upon any attempt to effect any
        such disposition, or upon the levy of any such process, the RSUs shall
        immediately become null and void and shall be forfeited.

                8.      Withholding Taxes. Regardless of any action the Company
        or the Participant's employer (the "Employer") takes with respect to any
        or all income tax, social insurance, payroll tax, payment on account or
        other tax-related withholding ("Tax-Related Items"), the Participant
        acknowledges that the ultimate liability for all Tax-Related Items
        legally due by the Participant is and remains the Participant's
        responsibility

                                       -2-
<PAGE>

        and that the Company and/or the Employer (1) make no representations or
        undertakings regarding the treatment of any Tax-Related Items in
        connection with any aspect of the RSU grant, including the grant or
        vesting of the RSU, the subsequent sale of Shares acquired and the
        receipt of any dividends; and (2) do not commit to structure the terms
        of the grant or any aspect of the RSU to reduce or eliminate my
        liability for Tax-Related Items.

                Notwithstanding anything to the contrary contained in this
        Agreement, it is a condition to the obligation of the Company to deliver
        the Shares that the Participant shall pay or make adequate arrangements
        satisfactory to the Company and/or the Employer to satisfy all
        withholding of Tax-Related Items and payment on account obligations of
        the Company and/or the Employer. In this regard, the Participant
        authorizes the Company and/or the Employer to withhold all applicable
        Tax-Related Items legally payable by the Participant from the
        Participant's wages or other cash compensation paid to the Participant
        by the Company and/or the Employer or from proceeds of the sale of the
        Shares. Alternatively, or in addition, if permissible under local law,
        the Company may (1) sell or arrange for the sale of Shares that the
        Participant acquires to meet the withholding obligation for Tax-Related
        Items, or (2) satisfy the minimum statutory withholding for Tax-Related
        Items (including withholding pursuant to applicable tax equalization
        policies of the Company or its Affiliates) arising from the delivery of
        the Shares by deducting from the total number of Shares to be delivered
        that number of Shares having a Fair Market Value equal to the applicable
        amount of withholding Tax-Related Items due. Finally, the Participant
        shall pay to the Company or the Employer any amount of Tax-Related Items
        that the Company or the Employer may be required to withhold as a result
        of the Participant's participation in the Plan that cannot be satisfied
        by the means previously described. The Company may refuse to deliver the
        Shares if the Participant fails to comply with the Participant's
        obligations in connection with the Tax-Related Items as described in
        this section.

                9.      Change in Control. If there is a Change in Control of
        the Company, any unvested RSUs shall become fully vested provided the
        Participant remains in the continuous employ of the Company or its
        Affiliates from the Award Date until the date of the Change in Control
        (such accelerated vesting date, also being referred to herein as a
        Vesting Date).

                                       -3-
<PAGE>

                10.     Delivery of Shares. Until the Company determines
        otherwise, delivery of Shares on each applicable Vesting Date will be
        administered by the Company's transfer agent or an independent
        third-party broker selected from time to time by the Company.

                11.     Change in Capital Structure. The terms of this Award,
        including the number of RSUs, shall be adjusted as the Committee
        determines is equitably required in the event the Company effects one or
        more stock dividends, stock split-ups, subdivisions or consolidations of
        Shares or other similar changes in capitalization.

                12.     Detrimental Conduct Agreement. The obligations of the
        Company under this Award are subject to the Participant's timely
        execution, delivery and compliance with the Detrimental Conduct
        Agreement in the form provided by the Company to the Participant.

                13.     Entire Agreement. The Plan is incorporated herein by
        reference and a copy of the Plan can be requested from the Corporate
        Secretary Department, The Dun & Bradstreet Corporation, 103 JFK Parkway,
        Short Hills, New Jersey 07078. The Plan and this Award constitute the
        entire agreement and understanding of the parties hereto with respect to
        the subject matter hereof and supersede all prior understandings and
        agreements with respect to such subject matter. To the extent any
        provision of this Award is inconsistent or in conflict with any term or
        provision of the Plan, the Plan shall govern. Any action taken or
        decision made by the Committee arising out of or in connection with the
        construction, administration, interpretation or effect of this Award
        shall be within its sole and absolute discretion and shall be final,
        conclusive and binding on the Participant and all persons claiming under
        or through the Participant.

                14.     No Rights to Continued Employment. Nothing contained in
        the Plan or this Award shall give the Participant any right to be
        retained in the employment of the Company or its Affiliates or affect
        the right of any such Employer to terminate the Participant. The
        adoption and maintenance of the Plan shall not constitute an inducement
        to, or condition of, the employment of any Participant. The Plan is a
        discretionary plan, and participation by the Participant is purely
        voluntary. Participation in the Plan with respect to this award shall
        not entitle the Participant to participate with respect to any other
        award in the future, even if RSUs have been granted repeatedly in the
        past. Any payment or benefit paid to the Participant with respect to
        this Award shall not be considered to be part of the employee's
        "salary," and thus, shall not be taken into account for purposes of
        determining the Participant's termination indemnity, severance pay,

                                       -4-
<PAGE>

        retirement or pension payment, or any other employee benefits, except to
        the extent required under applicable law. All decisions with respect to
        future RSUs, if any, will be at the sole discretion of the Company. In
        the event that the Participant is not an employee of the Company, the
        RSU grant will not be interpreted to form an employment contract or
        relationship with the Company; and furthermore, the RSU grant will not
        be interpreted to form an employment contract with the Employer or any
        subsidiary or affiliate of the Company. In consideration of the grant of
        RSUs, no claim or entitlement to compensation or damages shall arise
        from termination of the RSUs or diminution in value of the Shares
        obtained under the Award resulting from termination of the Participant's
        employment by the Company or the Employer (for any reason whatsoever and
        whether or not in breach of local labor laws) and the Participant
        irrevocably releases the Company and the Employer from any such claim
        that may arise; if, notwithstanding the foregoing, any such claim is
        found by a court of competent jurisdiction to have arisen, then, by
        accepting this Agreement, the Participant shall be deemed irrevocably to
        have waived the Participant's entitlement to pursue such claim.
        Notwithstanding any terms or conditions of the Plan to the contrary, in
        the event of involuntary termination of the Participant's employment
        (whether or not in breach of local labor laws), the Participant's right
        to receive RSUs and vest in RSUs under the Plan, if any, will terminate
        effective as of the date that the Participant is no longer actively
        employed and will not be extended by any notice period mandated under
        local law (e.g., active employment would not include a period of "garden
        leave" or similar period pursuant to local law). The Committee shall
        have the exclusive discretion to determine when the Participant is no
        longer actively employed for purposes of the Participant's RSU grant.

                15.     Successors and Assigns. This Award shall be binding upon
        and inure to the benefit of all successors and assigns of the Company
        and the Participant, including without limitation, the estate of the
        Participant and the executor, administrator or trustee of such estate or
        any receiver or trustee in bankruptcy or representative of the
        Participant's creditors.

                16.     Data Privacy. The Participant hereby explicitly and
        unambiguously consents to the collection, use and transfer, in
        electronic or other form, of the Participant's personal data as
        described in this document by and among, as applicable, the Employer,
        and the Company and its subsidiaries and affiliates for the exclusive

                                       -5-
<PAGE>

        purpose of implementing, administering and managing the Participant's
        participation in the Plan.

                The Participant understands that the Company and the Employer
        hold certain personal information about the Participant, including, but
        not limited to, the Participant's name, home address and telephone
        number, date of birth, social insurance number or other identification
        number, salary, nationality, job title, any Shares or directorships held
        in the Company, details of all RSUs or any other entitlement to Shares
        awarded, canceled, exercised, vested, unvested or outstanding in the
        Participant's favor, for the purpose of implementing, administering and
        managing the Plan ("Data"). The Participant understands that Data may be
        transferred to any third parties assisting in the implementation,
        administration and management of the Plan, that these recipients may be
        located in the Participant's country or elsewhere, and that the
        recipient's country may have different data privacy laws and protections
        than the Participant's country. The Participant understands that the
        Participant may request a list with the names and addresses of any
        potential recipients of the Data by contacting the Participant's local
        human resources representative. The Participant authorizes the
        recipients to receive, possess, use, retain and transfer the Data, in
        electronic or other form, for the purposes of implementing,
        administering and managing the Participant's participation in the Plan,
        including any requisite transfer of such Data as may be required to a
        broker or other third party with whom the Participant may elect to
        deposit any Shares acquired under the RSU. The Participant understands
        that Data will be held only as long as is necessary to implement,
        administer and manage the Participant's participation in the Plan. The
        Participant understands that the Participant may, at any time, view
        Data, request additional information about the storage and processing of
        Data, require any necessary amendments to Data or refuse or withdraw the
        consents herein, in any case without cost, by contacting in writing the
        Participant's local human resources representative. The Participant
        understands, however, that refusing or withdrawing the Participant's
        consent may affect the Participant's ability to participate in the Plan.
        For more information on the consequences of the Participant's refusal to
        consent or withdrawal of consent, the Participant understands that the
        Participant may contact the Participant's local human resources
        representative.

                                       -6-
<PAGE>

                17.     Severability. The terms or conditions of this Award
        shall be deemed severable and the invalidity or unenforceability of any
        term or condition hereof shall not affect the validity or enforceability
        of the other terms and conditions set forth herein.

                18.     Governing Law. This Award shall be governed by the laws
        of the State of New York, U.S.A., without regard to choice of laws
        principles thereof.

        IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly
executed as of the date first written above.

                                    THE DUN & BRADSTREET CORPORATION

                                    By:
                                       -----------------------------------------
                                       Leader, Human Resources, Winning Culture,
                                       & Team Member Communications

                                       -7-