FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION
                                AWARD AGREEMENT

                                                                    EXHIBIT 10.4

                        2000 DUN & BRADSTREET CORPORATION
                  NON-EMPLOYEE DIRECTORS' 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 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 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 and become exercisable on the first anniversary of the
        Grant Date. This Option shall cease to vest upon the Participant's
        termination of service, and may be exercised after the Participant's
        date of termination only as set forth below.

                4.      Termination of Service.

                (a)     Exercisability Upon Termination of Service by Death. If
        the Participant's service with the Company and its Subsidiaries
        terminates by reason of death after the first

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        anniversary of the Grant Date, the unexercised portion of such Option
        may thereafter be exercised during the shorter of (A) the remaining term
        of the Option or (B) five years after the date of death.

                (b)     Exercisability Upon Termination of Service by Disability
        or Retirement. If the Participant's service with the Company and its
        Subsidiaries terminates by reason of Disability or Retirement after the
        first anniversary of the Grant Date, the unexercised portion of the
        Option may thereafter be exercised during the shorter of (A) the
        remaining term of the Option or (B) five years after the date of such
        termination of service, provided, however, that if the Participant dies
        within a period of five years after such termination of service, 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
        service or (B) one year after the date of death.

                (c)     Effect of Other Termination of Service. If the
        Participant's service with the Company and its Subsidiaries terminates
        by reason of Disability or Retirement prior to the first anniversary of
        the Grant Date, then a pro rata portion of such Option shall immediately
        vest in full and may be exercised thereafter during the shorter of (A)
        the remaining term of such Option or (B) five years after the date of
        such termination of service, for a prorated number of Shares (rounded
        down to the nearest whole Share) equal to (x) the number of Shares
        subject to such Option multiplied by (y) a fraction the numerator of
        which is the number of days the Participant served on the Board
        subsequent to the Grant Date and the denominator of which is 365. If a
        Participant's service with the Company and its Subsidiaries terminates
        for any reason other than death, Disability or Retirement, the
        unexercised vested portion of such Option shall terminate thirty days
        following such termination of service.

                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.

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                (c)     Tax Withholding. 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 exercise of this Option 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.

                6.      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. An Option exercisable after the
        death of the Participant (or, to the extent the Board determines, an
        Eligible Transferee) may be executed by the legatees, personal
        representatives or distributees of the Participant (or, to the extent
        the Board determines, the legatees, personal representatives or
        distributees of the Eligible Transferee).

                7.      Change in Control. The unexercised portion of this
        Option shall vest in full upon the occurrence of a Change in Control.

                8.      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.

                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 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.

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                10.     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.

                11.     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.

                12.     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:
                                            ------------------------------------
                                            Name: David J. Lewinter
                                            Title: General Counsel and Corporate
                                                   Secretary

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