FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT
                                AWARD AGREEMENT

                                                                    EXHIBIT 10.5

                        2000 DUN & BRADSTREET CORPORATION
                  NON-EMPLOYEE DIRECTORS' 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 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS' 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, and no rights as a
        shareholder, of the Company. This Award will be null and void if the
        Company's shareholders fail to approve the proposed amendments to the
        Plan at the 2005 Annual Meeting.

                2.      Vesting. Subject to Section 7, the restrictions on the
        applicable percentage of RSUs shall lapse and the RSUs shall vest on the
        "Vesting Date" which shall be the earlier of (x) the third anniversary
        of the Award Date or (y) the termination of the Participant's service as
        a non-employee director of the Company for any reason.

                3.      Voting. The Participant will not have any rights of a
        shareholder of the Company with respect to RSUs until delivery of the
        underlying Shares.

                4.      Dividend Equivalents. Unless the Board 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

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        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.

                5.      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.

                6.      Withholding Taxes. Notwithstanding anything to the
        contrary contained in this Award, it is a condition to the obligation of
        the Company to deliver the Shares that all applicable withholding taxes
        be satisfied in full by the Participant. The Company is authorized to
        satisfy the minimum statutory withholding taxes (including withholding
        pursuant to applicable tax equalization policies of the Company or its
        Subsidiaries) 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 taxes
        due.

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

                8.      Delivery of Shares. Until the Company determines
        otherwise and subject to Section 12, 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. In connection with a Change in Control of the Company, the
        Company will deliver Shares on the accelerated Vesting Date provided the
        actual Change in Control is a permissible distribution event under
        Section 409A of the Internal Revenue Code and, if otherwise, the Company
        will deliver the Shares on the scheduled Vesting Date.

                9.      Entire Agreement. The Plan is incorporated herein by
        reference and a copy of the Plan can be requested from the Office of the
        Corporate Secretary, 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 Board arising out of or in connection with the
        construction, administration, interpretation or effect of this Award
        shall be

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        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.

                10.     Applicability of Section 409A. If the Board determines
        that the Participant is a "key employee" within the meaning of Section
        409A of the Internal Revenue Code and that, as a result of such status,
        delivery of the Shares underlying the RSUs would be subject to
        additional taxation under Section 409A of the Internal Revenue Code, the
        Company will delay delivery of the Shares until the earliest permissible
        date on which delivery may be made without triggering such additional
        taxation (with such delay not to exceed six months).

                11.     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.

                12.     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.

                13.     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 Agreement has been
duly executed as of the date first written above.

                                         THE DUN & BRADSTREET CORPORATION

                                         By:
                                            ------------------------------------
                                            Name:  David J. Lewinter
                                            Title: General Counsel and Corporate
                                                   Secretary

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