2000 DUN & BRADSTREET CORPORATION
NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD
This RESTRICTED STOCK UNIT AWARD (this “ Award ”) is being granted to (the “ Participant ”) as of this
day of , (year) (the “ Award Date ”) by THE DUN & BRADSTREET CORPORATION (the “ Company ”) pursuant to
the 2000 DUN & BRADSTREET CORPORATION NON-EMPLOYEE DIRECTORS’ STOCK INCENTIVE PLAN, as amended
May 3, 2005 (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.
2. Payment . Subject to Sections 3 and 8, the restrictions on the RSUs shall lapse and the underlying Shares shall be
deliverable on the “ Payment 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. Additional Deferral . Upon submission of a valid election, the Participant may delay the Payment Date to the date
of termination of the Participant’s service with the Company.
4. Voting . The Participant will not have any rights of a shareholder of the Company with respect to RSUs until
delivery of the underlying Shares.
5. 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 ben