FORM OF RESTRICTED STOCK AWARD AGREEMENT

                                                                    EXHIBIT 10.1

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

        This RESTRICTED STOCK 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. The Company hereby awards to
        the Participant pursuant to the Plan _________ shares of the Company's
        common stock, par value $.01 (the "Shares"), subject to the terms and
        conditions of the Plan and this Award.

                2.      Vesting. Subject to Sections 3, 4 and 8 below, the
        restrictions on the applicable percentage of the Shares shall lapse and
        such percentage of the Shares shall vest on each "Vesting Date" set
        forth in the following schedule provided the Participant remains in the
        continuous employ of the Company or its Affiliates during the period
        commencing on the Award Date and ending on the applicable Vesting Date:

<TABLE>
<CAPTION>
                 Vesting Date             Percentage of Shares Vested    # of Shares Vested
        ------------------------------    ---------------------------    ------------------
        <S>                                           <C>                <C>
        [1st Anniversary of Award Date]               20%
        [2nd Anniversary of Award Date]               30%
        [3rd Anniversary of Award Date]               50%
</TABLE>

        [Insert the following Vesting provision for the Company's Chairman: The
        restrictions on the Shares shall lapse and such Shares shall vest on the
        "Vesting Date" which shall be the earlier of (x) June 1, 2005 or (y) the
        Participant's Retirement (as defined in the Plan), provided that the
        Participant remains an employee of the Company or an Affiliate during
        the period commencing on the Award Date and ending on the Vesting Date.]

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<PAGE>

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

                4.      Termination of Employment On or After [1st Anniversary
        of Award Date]. If the Participant's 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 Shares shall become fully vested as of the
        employment termination date. If the Participant's 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 the next Vesting Date, the Participant shall forfeit all
        rights to and interests in the unvested Shares.

        [Insert the following additional provision for the Company's CEO:
        Termination Without "Cause" or for "Good Reason". In the event the
        Participant's employment with the Company and its Affiliates is
        terminated during the "Employment Term" by the Company or its Affiliates
        without "Cause" or in the event the Participant resigns from employment
        for a "Good Reason" (as those terms are defined in the Employment
        Agreement dated as of December 31, 2004 by and between the Company and
        the Participant), any unvested Shares shall become fully vested as of
        the employment termination date.]

                5.      Voting and Dividend Rights. The Participant is the
        beneficial and record owner of the Shares and shall have full voting
        rights with respect thereto. 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 Shares 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 Shares (rounded down to the nearest whole share)
        based on the Fair Market Value (as defined in the Plan) of a Share on
        the dividend payment date. The additional Shares credited in connection
        with a dividend will be subject to the same restrictions as the Shares
        in respect of which the dividend was paid.

                6.      Transfer Restrictions. Until the Shares become vested,
        they 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

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<PAGE>

        disposition, or upon the levy of any such process, the unvested Shares
        shall immediately be forfeited.

                7.      Withholding Taxes. The Company is authorized to satisfy
        the minimum statutory withholding taxes (including withholding pursuant
        to applicable tax equalization policies of the Company or its
        Affiliates) arising from the vesting of the Shares by deducting from the
        total number of Shares that have become vested that number of Shares
        having a Fair Market Value equal to the applicable amount of withholding
        taxes due. The Participant may elect to fully satisfy the minimum
        statutory withholding taxes by a payment in cash of such obligation to
        the Company.

                8.      Change in Control. If there is a Change in Control of
        the Company, any unvested Shares shall become fully vested 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 Award Date
        until the date of the Change in Control (such accelerated vesting date,
        also being referred to herein as a Vesting Date).

                9.      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.

                10.     Change in Capital Structure. The terms of this Award,
        including the number of Shares, 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.

                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.

                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

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<PAGE>

        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 Agreement 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. 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 employee benefits, except to
        the extent required under applicable law.

                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.

                15.     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.

                16.     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 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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