FORM OF STOCK OPTION AWARD AGREEMENT

                                                                    EXHIBIT 10.2

                        THE DUN & BRADSTREET CORPORATION
                            2000 STOCK INCENTIVE PLAN
                               STOCK OPTION AWARD
                                  (Grant Date)

        This STOCK OPTION AWARD (this "Award") is being granted to
__________________ (the "Participant") as of this ____ day of _________, 200_
(the "Grant 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 Stock Option. The Company hereby grants to the
        Participant pursuant to the Plan the right and option (an "Option") to
        purchase, subject to the terms of this Award and the Plan and subject to
        the vesting provisions of Section 3, all or any part of the aggregate of
        _______ shares of the Company's Common Stock, par value $.01 per share
        (the "Shares"), at a purchase price per Share of $_________ (the "Option
        Price"). This Option is a non-qualified stock option and, accordingly,
        does not qualify as an incentive stock option under Section 422 of the
        Code.

                2.      Term of Option. This Option shall expire on the tenth
        (10) anniversary of the Grant Date (the "Expiration Date") and must be
        exercised, if at all, on or before the earlier of the Expiration Date or
        the date on which this Option is earlier terminated in accordance with
        the provisions of Section 4 of this Award.

                3.      Vesting. Except as otherwise provided herein, this
        Option shall vest in equal installments on the first, second, third and
        fourth anniversaries of the Grant Date (i.e., 25% on each anniversary)
        and shall be exercisable only to the extent that it has vested. This
        Option shall cease to vest upon the Participant's termination of active
        employment, and may be exercised after the Participant's date of
        termination only as set forth below.

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                4.      Termination of Employment.

                (a)     Exercisability Upon Termination of Employment by Death
        or Disability. If the Participant's active employment with the Company
        and its Affiliates terminates by reason of death or Disability (as
        defined in the Plan) after the first anniversary of the Grant Date, (i)
        the unexercised portion of such Option shall immediately vest in full
        and (ii) such portion may thereafter be exercised during the shorter of
        (A) the remaining term of the Option or (B) five years after the date of
        death or Disability.

                (b)     Exercisability Upon Termination of Employment by
        Retirement. If the Participant's employment with the Company and its
        Affiliates terminates by reason of Retirement (as defined in the Plan)
        after the first anniversary of the Grant Date, the unexercised portion
        of the Option may thereafter be exercised during the shorter of (i) the
        remaining term of the Option or (ii) five years after the date of such
        termination of employment (the "Post-Retirement Exercise Period"), but
        only to the extent to which such Option was exercisable at the time of
        such termination of active employment or becomes exercisable during the
        Post-Retirement Exercise Period; provided, however, that if the
        Participant dies within a period of five years after such termination of
        employment, the unexercised portion of the Option may thereafter be
        exercised during the shorter of (i) the remaining term of the Option or
        (ii) the period that is the longer of (A) five years after the date of
        such termination of active employment or (B) one year after the date of
        death (the "Special Exercise Period"), but only to the extent to which
        such Option was exercisable at the time of such termination of active
        employment or becomes exercisable during the Special Exercise Period.

                (c)     Effect of Other Termination of Employment. If the
        Participant's employment with the Company and its Affiliates terminates
        (i) for any reason (other than death, Disability or Retirement after the
        first anniversary of the Grant Date) or (ii) for any reason on or prior
        to the first anniversary of the Grant Date, an unexercised Option may
        thereafter be exercised during the period ending 30 days after the date
        of such termination of employment, but only to the extent to which such
        Option was exercisable at the time of such termination of active
        employment.

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                5.      Manner of Exercise.

                (a)     Option Exercise and Issuance of Shares. Until the
        Company determines otherwise, Option exercises and delivery of Shares
        will be administered by an independent third-party broker selected from
        time to time by the Company.

                (b)     Limitations on Exercise. This Option may not be
        exercised unless such exercise is in compliance, to the reasonable
        satisfaction of the Company, with all applicable laws including, without
        limitation, the Company's insider trading policy.

                6.      Tax Withholding. 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 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 Option grant,
        including the grant, vesting or exercise of the Option, the subsequent
        sale of Shares acquired pursuant to such exercise and the receipt of any
        dividends; and (2) do not commit to structure the terms of the grant or
        any aspect of the Option to reduce or eliminate my liability for
        Tax-Related Items.

                Prior to exercise of the Option, 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
        exercise of this Option by deducting from the total number of Shares
        that have

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        become vested that number of Shares having a Fair Market Value equal to
        the applicable amount of withholding taxes 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 or the Participant's
        purchase of Shares that cannot be satisfied by the means previously
        described. The Company may refuse to honor the exercise and 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.

                7.      Nontransferability of Option. This Option shall not be
        transferable by the Participant otherwise than by will or by the laws of
        descent and distribution and during the lifetime of the Participant may
        only be exercised by the Participant.

                8.      Change in Control. If there is a Change in Control of
        the Company, the unvested portion of the Option shall become fully
        vested and exercisable as of the date of the Change in Control provided
        the Participant remains in the continuous employ of the Company or its
        Affiliates from the Grant Date until the date of the Change in Control.

                9.      Change in Capital Structure. The terms of this Option,
        including the number of Shares subject to this Option, 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.

                10.     Privileges of Stock Ownership. The Participant shall not
        have any of the rights of a shareholder of the Company with respect to
        any Shares until the Shares are issued to the Participant and no
        adjustment shall be made for cash distributions in respect of such
        Shares for which the record date is prior to the date upon which such
        the Participant or permitted transferee shall become the holder of
        record thereof.

                11.     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.

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                12.     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.

                13.     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 Option award
        shall not entitle the Participant to participate with respect to any
        other award in the future, even if Options 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 Participant's
        "salary," and thus, shall not be taken into account for purposes of
        determining the Participant's termination indemnity, severance pay,
        retirement or pension payment, or any other Participant benefits, except
        to the extent required under applicable law. All decisions with respect
        to future Options, 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 Option grant will not be interpreted to form an employment
        contract or relationship with the Company; and furthermore, the Option
        grant will not be interpreted to form an employment contract with the
        Employer or any subsidiary or affiliate of the Company. The future value
        of the underlying Shares is unknown and cannot be predicted with
        certainty. If the underlying Shares do not

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        increase in value, the Options will have no value. If the Participant
        exercises the Participant's Option and obtains Shares, the value of
        those Shares acquired upon exercise may increase or decrease in value,
        even below the Option Price. In consideration of the grant of Options,
        no claim or entitlement to compensation or damages shall arise from
        termination of the Options or diminution in value of the Options or
        Shares purchased through exercise of the Options 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 Options and vest
        in Options 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); furthermore, in the event of involuntary
        termination of employment (whether or not in breach of local labor
        laws), the Participant's right to exercise the Options after termination
        of employment, if any, will be measured by the date of termination of
        the Participant's active employment and will not be extended by any
        notice period mandated under 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 Option grant.

                14.     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.

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                15.     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
        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 Options 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 upon exercise of the Option. 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

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        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.

                16.     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.

                17.     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 Stock Option 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

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