SC TO-I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

R.H. Donnelley Corporation

(Name of Subject Company (Issuer))

R.H. Donnelley Corporation

(Name of Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $1.00 Per Share, and Stock Appreciation Rights Having an
Exercise Price Per Share of $10.00 or More and Granted under the Following Plans (including assumed plans):
R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan
R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan
R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan
Dex Media, Inc. 2004 Incentive Award Plan
Dex Media, Inc. 2002 Stock Option Plan
R.H. Donnelley Corporation 2001 Partnershare Plan
R.H. Donnelley Corporation 1998 Partnershare Plan
Business.com, Inc. 2004 Stock Option Plan
(Title of Class of Securities)
74955W307
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Mark W. Hianik
Senior Vice President, General Counsel
and Corporate Secretary
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Telephone: (919) 297-1600
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:
Gerald F. Roach
Amy M. Batten
Smith, Anderson, Blount, Dorsett,
Mitchell & Jernigan, L.L.P.
2500 Wachovia Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,759,259	$69.14

*	Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,299,295 shares of common stock of R.H. Donnelley Corporation and stock appreciation rights covering 3,683,056 shares of such common stock with a combined aggregate value of $1,759,259, as of May 23, 2008, will be exchanged pursuant to this offer. The aggregate values of such options and stock appreciation rights were calculated based on the Black-Scholes option valuation model.
**	The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of the value of the transaction.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable	Filing Party: Not Applicable
Form or Registration No.: Not Applicable	Date Filed: Not Applicable

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

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TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Source and Amount of Funds or Other Consideration
	Item 8. Interest in Securities of the Subject Company
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used
	Item 10. Financial Statements
	Item 11. Additional Information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
INDEX TO EXHIBITS
Exhibit 99.(A)(1)(I)
Exhibit 99.(A)(1)(II)
Exhibit 99.(A)(1)(III)
Exhibit 99.(A)(1)(IV)
Exhibit 99.(A)(1)(V)
Exhibit 99.(A)(1)(VI)
Exhibit 99.(A)(1)(VII)
Exhibit 99.(A)(1)(VIII)
Exhibit 99.(A)(1)(IX)
Exhibit 99.(D)(8)
Exhibit 99.(D)(12)
Exhibit 99.(D)(15)
Exhibit 99.(D)(16)

EXPLANATORY NOTE

This Tender Offer Statement on Schedule TO relates to an offer by R.H. Donnelley Corporation, a Delaware corporation (“RHD”), to eligible employees to exchange certain outstanding options to purchase shares of RHD common stock, par value $1.00 per share, and stock appreciation rights with respect to RHD’s common stock (“SARs”) for new SARs covering fewer shares with an exercise price based on the market price of RHD’s common stock on the trading date immediately preceding the date of grant, subject to new vesting terms (the “Exchange Program”). Options and SARs eligible for exchange in the Exchange Program (“Eligible Awards”) include outstanding options and SARs with exercise prices no less than $10 per share, granted under any of the following plans (collectively, the “Plans”):

• R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan;

• R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan;

• R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (the “2005 Plan”);

• Dex Media, Inc. 2004 Incentive Award Plan;

• Dex Media, Inc. 2002 Stock Option Plan;

• R.H. Donnelley Corporation 2001 Partnershare Plan;

• R.H. Donnelley Corporation 1998 Partnershare Plan; and

• Business.com, Inc. 2004 Stock Option Plan.

RHD is making the offer upon the terms and conditions described in the Offer to Exchange, dated June 12, 2008, and in the accompanying cover letter, election form and notice of withdrawal (together, as they may be amended or supplemented from time to time, the “Offer to Exchange”). The new SARs will be granted under the 2005 Plan with an exercise price equal to the average of the high and low market prices of RHD’s common stock as reported by the New York Stock Exchange on the trading date immediately preceding the date the new SARs are granted. All employees of RHD or one of its subsidiaries on the date of the offer that have neither ceased to be an employee nor submitted or received notice of termination of employment prior to the date on which RHD accepts and cancels the options and SARs tendered in the Exchange Program and grants the new SARs are eligible to participate in the Exchange Program (the “Eligible Employees”). New SARs granted to certain members of senior management who participate in the Exchange Program will become exercisable only upon achievement of certain stock appreciation targets in addition to the service-based vesting schedule applicable to all new SARs. Non-employee directors and former employees are not eligible to participate in the Exchange Program.

The information in the Offer to Exchange is incorporated by reference in answer to the items required in this Schedule TO.

Item 1. Summary Term Sheet.

The information set forth under “Summary Term Sheet — Questions and Answers” in the Offer to Exchange, attached hereto as Exhibit (a)(1)(i), is incorporated herein by reference.

Item 2. Subject Company Information.

(a) Name and Address.

The issuer is R.H. Donnelley Corporation, a Delaware corporation. RHD’s principal executive offices are located at 1001 Winstead Drive, Cary, North Carolina 27513 and the telephone number of its principal executive offices is (919) 297-1600. The information set forth in the Offer to Exchange under Section 10 (“Information Concerning RHD; Summary Financial Information”) is incorporated herein by reference.

(b) Securities.

As of May 23, 2008, options to purchase 2,550,250 shares of common stock and SARs covering 6,002,443 shares of common stock were outstanding and 627,654 shares of common stock were available for future award grants. Of the outstanding awards, as of May 23, 2008, options to purchase 2,299,295 shares of common stock and SARs covering

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3,683,056 shares of common stock would constitute Eligible Awards with respect to the Exchange Program.

The information set forth in the Offer to Exchange under “Summary Term Sheet — Questions and Answers,” Section 2 (“Eligible Awards; Expiration Date”), Section 6 (“Acceptance of Eligible Awards for Exchange; Issuance of New SARs”), Section 8 (“Price Range of Common Stock”), Section 9 (“Source and Amount of Consideration; Terms of New SARs”) and Annex A is incorporated herein by reference.

(c) Trading Market and Price.

The information set forth in the Offer to Exchange under Section 8 (“Price Range of Common Stock”) is incorporated herein by reference. No trading market exists for the options to purchase common stock or the SARs covering the common stock.

Item 3. Identity and Background of Filing Person.

The information set forth under Item 2(a) above and in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference. RHD is both the filing person and the subject company.

Item 4. Terms of the Transaction.

(a) Material Terms.

The information set forth in the Offer to Exchange under “Summary Term Sheet — Questions and Answers,” Section 1 (“Eligibility”), Section 2 (“Eligible Awards; Expiration Date”), Section 3 (“Purpose of this Offer”), Section 4 (“Procedures for Tendering Eligible Awards”), Section 5 (“Withdrawal Rights”), Section 6 (“Acceptance of Eligible Awards for Exchange; Issuance of New SARs”), Section 7 (“Conditions of this Offer”), Section 9 (“Source and Amount of Consideration; Terms of New SARs”), Section 12 (“Status of Eligible Awards Acquired by Us in this Offer; Accounting Consequences of this Offer”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material Tax Consequences”), Section 15 (“Extension of Offer; Termination; Amendment”) and Annex A is incorporated herein by reference.

(b) Purchases.

The information set forth in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities.

The information set forth in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference. The Plans and related award agreements included with the Offer to Exchange attached hereto as Exhibits (d)(1) to (d)(16) also contain information regarding the subject securities.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes.

The information set forth in the Offer to Exchange under Section 3 (“Purpose of this Offer”) is incorporated herein by reference.

(b) Use of Securities Acquired.

The information set forth in the Offer to Exchange under Section 6 (“Acceptance of Eligible Awards for Exchange;

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Issuance of New SARs”) and Section 12 (“Status of Eligible Awards Acquired by Us in this Offer; Accounting Consequences of this Offer”) is incorporated herein by reference.

(c) Plans.

The information set forth in the Offer to Exchange under Section 3 (“Purpose of this Offer”) and Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds.

The information set forth in the Offer to Exchange under Section 9 (“Source and Amount of Consideration; Terms of New SARs”) and Section 16 (“Fees and Expenses”) is incorporated herein by reference.

(b) Conditions.

The information set forth in the Offer to Exchange under Section 7 (“Conditions of this Offer”) is incorporated herein by reference.

(d) Borrowed Funds.

Not applicable.

Item 8. Interest in Securities of the Subject Company.

(a) Securities Ownership.

The information set forth in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference.

(b) Securities Transactions.

The information set forth in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

Not applicable.

Item 10. Financial Statements.

(a) Financial Information.

The information set forth in the Offer to Exchange under Section 10 (“Information Concerning RHD; Summary Financial Information”) and Section 17 (“Additional Information”) and in RHD’s consolidated and condensed consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RHD’s Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 is incorporated herein by reference.

(b) Pro Forma Information.

Not applicable.

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Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings.

The information set forth in the Offer to Exchange under Section 11 (“Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD”) and Section 13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information.

Not applicable.

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(i)	Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights, dated June 12, 2008.
(a)(1)(ii)	Cover Letter.
(a)(1)(iii)	Election Form.
(a)(1)(iv)	Rejection Form.
(a)(1)(v)	Notice of Withdrawal.
(a)(1)(vi)	Form of Communication to Eligible Employees Rejecting the Election Form Under the Offer to Exchange.
(a)(1)(vii)	Form of Individual Award Statement.
(a)(1)(viii)	Form of New SAR Agreement for Non-Senior Management Members.
(a)(1)(ix)	Form of New SAR Agreement for Senior Management Members.
(a)(1)(x)	R.H. Donnelley Corporation Annual Report on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on March 13, 2008 and incorporated herein by reference.
(a)(1)(xi)	R.H. Donnelley Corporation Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission on May 8, 2008 and incorporated herein by reference.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)	Not applicable.

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Exhibit No.	Description
(d)(1)	1991 Key Employees’ Stock Option Plan, as amended and restated through April 25, 2000, incorporated by reference to Exhibit 10.17 to RHD’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed with the Securities and Exchange Commission on November 11, 2000.
(d)(2)	2001 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.17 to RHD’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission on March 27, 2002.
(d)(3)	Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 99.02 to RHD’s Registration Statement on Form S-8 (File No. 333-65822) filed with the Securities and Exchange Commission on July 25, 2001.
(d)(4)	2005 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.15 to RHD’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission on August 5, 2005.
(d)(5)	Form of Non-Qualified Stock Option Agreement under 2005 Plan, incorporated by reference to Exhibit 10.16 to RHD’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission on August 5, 2005.
(d)(6)	Form of Stock Appreciation Rights Grant Agreement under 2005 Plan, incorporated by reference to Exhibit 10.10 to RHD’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2005.
(d)(7)	Dex Media, Inc. 2004 Incentive Award Plan, incorporated by reference to Exhibit 4.5 to Dex Media, Inc.’s Registration Statement on Form S-8 (File No. 333-120631), as filed with the Securities and Exchange Commission on November 19, 2004.
(d)(8)	Form of Non-Qualified Stock Option Agreement of Dex Media, Inc. (2004 Incentive Award Plan).
(d)(9)	Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002, incorporated by reference to Exhibit 10.27 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(10)	First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003, incorporated by reference to Exhibit 10.28 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(11)	Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003, incorporated by reference to Exhibit 10.29 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(12)	Form of Non-Qualified Stock Option Agreement of Dex Media, Inc. (Stock Option Plan).
(d)(13)	R.H. Donnelley Corporation 2001 Partnershare Plan, incorporated by reference to Exhibit 99.01 to RHD’s Registration Statement on Form S-8 (File No. 333-59790), filed with the Securities and Exchange Commission on April 30, 2001.

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Exhibit No.	Description
(d)(14)	R.H. Donnelley Corporation 1998 Partnershare Plan, incorporated by reference to Exhibit 99.01 to RHD’s Registration Statement on Form S-8 (File No. 333-75543), filed with the Securities and Exchange Commission on April 1, 1999.
(d)(15)	Business.com, Inc. 2004 Stock Option Plan.
(d)(16)	Form of Stock Option Agreement of Business.com, Inc.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

R.H. Donnelley Corporation
By: Name:	/s/ Mark W. Hianik Mark W. Hianik
Title:	Senior Vice President, General Counsel and Corporate Secretary
Date:	June 12, 2008

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INDEX TO EXHIBITS

Exhibit No.	Description
(a)(1)(i)	Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights, dated June 12, 2008.
(a)(1)(ii)	Cover Letter.
(a)(1)(iii)	Election Form.
(a)(1)(iv)	Rejection Form.
(a)(1)(v)	Notice of Withdrawal.
(a)(1)(vi)	Form of Communication to Eligible Employees Rejecting the Election Form Under the Offer to Exchange.
(a)(1)(vii)	Form of Individual Award Statement.
(a)(1)(viii)	Form of New SAR Agreement for Non-Senior Management Members.
(a)(1)(ix)	Form of New SAR Agreement for Senior Management Members.
(a)(1)(x)	R.H. Donnelley Corporation Annual Report on Form 10-K for the period ended December 31, 2007, as filed with the Securities and Exchange Commission on March 13, 2008 and incorporated herein by reference.
(a)(1)(xi)	R.H. Donnelley Corporation Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission on May 8, 2008 and incorporated herein by reference.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)	Not applicable.
(b)	Not applicable.
(d)(1)	1991 Key Employees’ Stock Option Plan, as amended and restated through April 25, 2000, incorporated by reference to Exhibit 10.17 to RHD’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, as filed with the Securities and Exchange Commission on November 11, 2000.
(d)(2)	2001 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.17 to RHD’s Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Securities and Exchange Commission on March 27, 2002.
(d)(3)	Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 99.02 to RHD’s Registration Statement on Form S-8 (File No. 333-65822) filed with the Securities and Exchange Commission on July 25, 2001.

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Exhibit No.	Description
(d)(4)	2005 Stock Award and Incentive Plan, incorporated by reference to Exhibit 10.15 to RHD’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission on August 5, 2005.
(d)(5)	Form of Non-Qualified Stock Option Agreement under 2005 Plan, incorporated by reference to Exhibit 10.16 to RHD’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission on August 5, 2005.
(d)(6)	Form of Stock Appreciation Rights Grant Agreement under 2005 Plan, incorporated by reference to Exhibit 10.10 to RHD’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2005.
(d)(7)	Dex Media, Inc. 2004 Incentive Award Plan, incorporated by reference to Exhibit 4.5 to Dex Media, Inc.’s Registration Statement on Form S-8 (File No. 333-120631), as filed with the Securities and Exchange Commission on November 19, 2004.
(d)(8)	Form of Non-Qualified Stock Option Agreement of Dex Media, Inc. (2004 Incentive Award Plan).
(d)(9)	Stock Option Plan of Dex Media, Inc., effective as of November 8, 2002, incorporated by reference to Exhibit 10.27 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(10)	First Amendment to Stock Option Plan of Dex Media, Inc., effective as of September 9, 2003, incorporated by reference to Exhibit 10.28 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(11)	Second Amendment to Stock Option Plan of Dex Media, Inc., effective as of December 18, 2003, incorporated by reference to Exhibit 10.29 to Dex Media, Inc.’s Registration Statement on Form S-4 (File No. 333-114472), as filed with the Securities and Exchange Commission on April 14, 2004.
(d)(12)	Form of Non-Qualified Stock Option Agreement of Dex Media, Inc. (Stock Option Plan).
(d)(13)	R.H. Donnelley Corporation 2001 Partnershare Plan, incorporated by reference to Exhibit 99.01 to RHD’s Registration Statement on Form S-8 (File No. 333-59790), filed with the Securities and Exchange Commission on April 30, 2001.
(d)(14)	R.H. Donnelley Corporation 1998 Partnershare Plan, incorporated by reference to Exhibit 99.01 to RHD’s Registration Statement on Form S-8 (File No. 333-75543), filed with the Securities and Exchange Commission on April 1, 1999.
(d)(15)	Business.com, Inc. 2004 Stock Option Plan.
(d)(16)	Form of Stock Option Agreement of Business.com, Inc.
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A)(1)(I)

Exhibit (a)(1)(i)

R.H. DONNELLEY CORPORATION

OFFER TO EXCHANGE
CERTAIN OUTSTANDING STOCK OPTIONS
AND STOCK APPRECIATION RIGHTS
FOR
NEW STOCK APPRECIATION RIGHTS

THIS OFFER AND YOUR RIGHT TO WITHDRAW WILL EXPIRE AT
12:00 MIDNIGHT EASTERN DAYLIGHT TIME ON
THURSDAY, JULY 10, 2008, UNLESS WE EXTEND THIS OFFER

June 12, 2008

     R.H. Donnelley Corporation, (“we,” “us,” the “Company” or “RHD”) is offering eligible employees a one-time opportunity to exchange certain outstanding options to purchase shares of our common stock, par value $1.00 per share (“options” or “stock options”), and stock appreciation rights with respect to our common stock (“SARs”) for new SARs covering fewer shares with an exercise price based on the market price of our common stock on the trading date immediately preceding the date of grant, subject to new vesting terms (the “exchange program”). Options and SARs eligible for exchange in the exchange program (“eligible awards”) include outstanding options and SARs with exercise prices no less than $10 per share granted under any of the following plans:

• R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan;

• R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan;

• R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (the “2005 Plan”);

• Dex Media, Inc. 2004 Incentive Award Plan;

• Dex Media, Inc. 2002 Stock Option Plan;

• R.H. Donnelley Corporation 2001 Partnershare Plan;

• R.H. Donnelley Corporation 1998 Partnershare Plan; and

• Business.com, Inc. 2004 Stock Option Plan.

     We are making this offer upon the terms and subject to the conditions described in this offer to exchange and in the accompanying cover letter, election form and notice of withdrawal (which together, as they may be amended or supplemented from time to time, constitute the “offer to exchange”).

     Unless we extend it, the offer will expire at 12:00 midnight Eastern Daylight Time on July 10, 2008 (the “expiration date”). The new SARs will be granted after the expiration of the offer and after we have accepted and cancelled the eligible awards tendered in the exchange program.

     Participation in the offer is completely voluntary. You are eligible to participate in the offer (an “eligible employee”) if you are an employee of RHD or one of our subsidiaries on the date of this offer. Additionally, an eligible employee who tenders his or her eligible awards for exchange must be an employee on the date that the new SARs are granted (the “grant date”) in order to receive the new SARs. If your employment with us terminates for any reason or you receive or submit a notice of termination after you tender eligible awards for exchange in this offer, but before the tendered awards are accepted and cancelled and the new SARs are granted, your tender will automatically be deemed withdrawn and you will not participate in the exchange program. If you want to participate in the offer, you must tender all of your eligible awards. The term “tender” describes your act of requesting that we exchange your eligible awards for new SARs as described in this offer to exchange.

     If you validly tender eligible awards for exchange and cancellation, and such eligible awards are accepted and cancelled by us as described in the offer to exchange, you will receive a number of new SARs calculated pursuant to exchange ratios set by the Compensation and Benefits Committee of our Board of Directors for each tranche of eligible awards. A tranche is a group of awards which all have the same grant date, exercise price and expiration date. There are 81 separate tranches of awards eligible for this exchange program. Each specific tranche of eligible awards is set forth together with its applicable exchange ratio on Annex A to this offer to exchange, as described in Section 2 — “Eligible Awards; Expiration Date.” In connection with this offer to exchange, we are providing you with an individual award statement that identifies your eligible awards, the applicable exchange ratio for each tranche and the number of new SARs you will receive if you elect to participate in the exchange program.

     The weighted average exchange ratio for all eligible awards is 1 to 3.7, which means that participants will receive, on average, one new SAR for every 3.7 shares underlying eligible awards tendered for exchange. The weighted average exchange ratio for eligible awards held by certain members of senior management whose new SARs will be subject to stock price appreciation targets is 1 to 3.8, whereas the weighted average exchange ratio for eligible awards held by all other eligible employees is 1 to 3.5. As a result, in order to receive one new SAR, those senior management members will need to exchange awards covering a greater number of shares than awards exchanged by other eligible employees in this offer.

     The new SAR grants will be rounded down to the nearest whole share on a tranche-by-tranche basis and, accordingly, new SARs will not be granted for fractional shares. Each new SAR will have an exercise price equal to the average of the high and low market prices of our common stock as reported by the New York Stock Exchange on the trading date immediately preceding the grant date. All new SARs will be granted under the 2005 Plan.

     The new SARs will have a stated expiration date of seven years after the grant date and will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date. This new vesting period will apply to each new SAR regardless of whether the eligible awards tendered for exchange were already vested and regardless of the vesting schedule of the eligible awards tendered for exchange. Vesting of the new SARs will be subject to acceleration upon the occurrence of certain events, including involuntary termination of employment within two years of a change in control of RHD and, with respect to certain members of senior management, upon a change in control of RHD. Restrictions regarding vesting and the exercise of new SARs will be set forth in a new SAR agreement to be entered into as of the grant date and will be governed by the 2005 Plan. Once vested, the exercisability of new SARs granted to certain members of senior management who participate in the offer will be subject to the achievement of certain stock price appreciation targets.

     This offer is not conditioned on a minimum number of eligible awards being tendered or a minimum number of eligible employees participating, but is subject to the conditions described in Section 7 — “Conditions of this Offer.” We are not making this offer to, nor will we accept any tender of eligible awards from or on behalf of, eligible employees in any jurisdiction in which this offer to exchange or the acceptance of any tender of eligible awards would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take any actions necessary for us to make this offer in any such jurisdiction.

     Our common stock is traded on the New York Stock Exchange under the symbol “RHD.” On June 10, 2008, the closing price of our common stock as reported on the New York Stock Exchange for that date was $4.59 per share. We recommend that you evaluate current market quotes for our common stock, among other factors, before deciding whether to elect to exchange your eligible awards.

     See “Risk Factors” beginning on page 10 for a discussion of risks and uncertainties that you should consider before tendering your eligible awards.

     Although the Compensation and Benefits Committee of our Board of Directors has authorized us to make the offer, none of management, the Compensation and Benefits Committee or our Board of Directors is making any recommendation as to whether you should tender, or refrain from tendering, your eligible awards for exchange in the offer. You must make your own decision whether to tender your eligible awards.

     You should direct questions about the offer or requests for assistance or for additional copies of the offer to exchange, the election form, the notice of withdrawal or other documents relating to this offer to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513

     or by e-mail to: exchangeprogram@rhd.com.

IMPORTANT

     If you want to exchange your eligible awards, you must complete, sign and date the election form we have provided to you and deliver the election form to us according to the instructions contained in the election form before the offer expires. If you want to withdraw a previously delivered election form and remove your eligible awards from participating in this offer, you must complete, sign and date the notice of withdrawal we have provided to you and deliver the notice of withdrawal to us in accordance with the instructions contained in the notice of withdrawal before the offer expires.

     Notwithstanding the above, in the event that this offer expires and we have not accepted your tendered eligible awards for exchange, then you will have the further right to withdraw your tendered eligible awards beginning after the 40th business day following the commencement of this offer, which is August 7, 2008.

     Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction or passed upon the fairness or merits of this transaction or the accuracy or adequacy of the information contained in this offer to exchange. Any representation to the contrary is a criminal offense.

     We have not authorized any person to make any recommendation on our behalf as to whether or not you should tender your eligible awards pursuant to this offer. You should rely only on the information contained in this document or in documents to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with this offer other than the information and representations contained in this document or in the related election form. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

TABLE OF CONTENTS

SUMMARY TERM SHEET — QUESTIONS AND ANSWERS			1
RISK FACTORS			10
THE OFFER			11
	Section 1.	Eligibility	11
	Section 2.	Eligible Awards; Expiration Date	12
	Section 3.	Purpose of this Offer	14
	Section 4.	Procedures for Tendering Eligible Awards	15
	Section 5.	Withdrawal Rights	16
	Section 6.	Acceptance of Eligible Awards for Exchange; Issuance of New SARs	17
	Section 7.	Conditions of this Offer	18
	Section 8.	Price Range of Common Stock	19
	Section 9.	Source and Amount of Consideration; Terms of New SARs	20
	Section 10.	Information Concerning RHD; Summary Financial Information	24
	Section 11.	Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD	25
	Section 12.	Status of Eligible Awards Acquired by Us in this Offer; Accounting Consequences of this Offer	27
	Section 13.	Legal Matters; Regulatory Approvals	27
	Section 14.	Material Tax Consequences	28
	Section 15.	Extension of Offer; Termination; Amendment	29
	Section 16.	Fees and Expenses	29
	Section 17.	Additional Information	30
	Section 18.	Forward-Looking Statements	31
	Section 19.	Miscellaneous	31
ANNEX A — EXCHANGE RATIOS BY TRANCHE			A-1

SUMMARY TERM SHEET — QUESTIONS AND ANSWERS

     The following are answers to some of the questions that you may have about the offer. You should read carefully the remainder of this document, the election form, the notice of withdrawal, the 2005 Plan and the applicable form of SAR agreement, because the information in this summary is not complete and may not include all of the information that is important to you. We have included references in the following summary to the relevant sections in this offer to exchange where you can find a more complete description of the topics in this summary.

     This summary is presented in question-and-answer format. The questions are grouped in the following categories:

• How the Exchange Program Works

• Duration of the Offer

• How to Elect to Participate

• U.S. Federal Income Tax Considerations

• How to Get More Information

     References in this document to “RHD,” “the Company,” “we,” “us” and “our” mean R.H. Donnelley Corporation. References to the “offer to exchange” mean this document and the accompanying cover letter, election form and notice of withdrawal. References to the “offer” or the “exchange program” mean the exchange program described in this offer to exchange.

How the Exchange Program Works

Q.1.	What is the offer?
	Beginning on June 12, 2008 and ending at midnight Eastern Daylight Time on July 10, 2008, unless we extend the offer, each eligible employee (described in Question 3 below) may decide to exchange eligible awards (described in Question 4 below) for new SARs (described in Questions 9 and 13-17 below). The number of new SARs an eligible employee will receive in exchange for his or her eligible awards will be determined by the exchange ratios (described in Questions 10 and 11 below) applicable to the particular tranches of eligible awards tendered by the employee and will cover fewer shares than are covered by the eligible awards exchanged in the exchange program. The new SARs will have a term of seven years and a three-year vesting schedule, subject to accelerated vesting upon the occurrence of certain events, including involuntary termination of employment within two years of a change in control of RHD, and, with respect to certain members of senior management whose new SARs will be subject to stock price appreciation targets, upon a change in control of RHD (described in Question 17 below).
	Participation in the offer is voluntary. If you choose not to participate in the offer, you will not receive new SARs, and your outstanding options and SARs will remain outstanding in accordance with their current terms and conditions.

Q.2.

Why is RHD making the exchange offer?

Management and the Board of Directors believe the exchange program will help to retain and motivate those operating our business and whose energy and dedication will be needed to generate future growth in revenues and earnings, thereby creating shareholder value. We believe the exchange program will help to restore the incentive value of our equity award program by providing employees with an opportunity to exchange their deeply “underwater” options and SARs for new SARs (with the terms and conditions described in this offer to exchange). In effect, the exchange program will enable us to realign the exercise prices of previously granted awards with the current value of our common stock, so that outstanding equity awards once again become important tools to help motivate and retain our existing employees and to restore the competitiveness of our total rewards program. See Section 3 — “Purpose of this Offer.”

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Q.3.	Am I eligible to participate in the exchange program?
	Only “eligible employees” may participate in this offer. You are eligible to participate in the offer if:

• you are an employee of RHD or one of our subsidiaries on the date of this offer, June 12, 2008;

• you hold options and/or SARs that are eligible for the exchange program (described in Question 4 below); and

• you have neither ceased to be an employee nor have submitted or received notice of termination of employment prior to the date on which we accept and cancel the options and SARs tendered in the exchange program and grant the new SARs.

	Additionally, an eligible employee who tenders his or her eligible awards for exchange must also be an employee on the date of grant of the new SARs in order to receive the new SARs. Non-employee directors and former employees are not eligible to participate in the exchange program. At May 23, 2008, we had 1,552 employees who held outstanding options and SARs eligible for the exchange program. See Section 1 — “Eligibility.”
Q.4.	What options and SARs may I exchange?
	Only “eligible awards” may be exchanged in this offer. Eligible awards are outstanding stock options and SARs having exercise prices no less than $10 per share granted under any of the following plans:

• R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan;

• R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan;

• R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, or the “2005 Plan”;

• Dex Media, Inc. 2004 Incentive Award Plan;

• Dex Media, Inc. 2002 Stock Option Plan;

• R.H. Donnelley Corporation 2001 Partnershare Plan;

• R.H. Donnelley Corporation 1998 Partnershare Plan; and

• Business.com, Inc. 2004 Stock Option Plan.

	Other types of equity awards (such as restricted stock units) are not eligible for participation in the exchange program. You should review the individual award statement provided to you in connection with this offer to exchange. It lists all of your options and SARs granted under the plans listed above that have an exercise price of at least $10 per share and therefore are eligible for exchange in this offer. See Section 2 — “Eligible Awards; Expiration Date.”
Q.5.	Can I exchange eligible awards that I have already fully exercised?
	No. This offer applies only to outstanding eligible awards and only to the portion of such outstanding awards that remains exercisable. An eligible award grant that has been fully exercised is no longer outstanding. You should review the individual award statement provided to you in connection with this offer to exchange. It lists all of your eligible awards to the extent they remain outstanding and are eligible for exchange in this offer.

Q.6.	I have more than one eligible award. Can I elect to exchange only some of my eligible awards?
	No. New SARs issued through the exchange program will only be granted if an eligible employee tenders all of his or her eligible awards. If you have more than one outstanding eligible award grant, you must exchange all of your eligible awards under all of your eligible award grants to participate in this exchange program. See Section 2 — “Eligible Awards; Expiration Date.”

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Q.7.	Can I exchange the remaining portion of an eligible award that I have already partially exercised?
	Yes. If you previously exercised an eligible award in part, the remaining unexercised portion of the eligible award can be exchanged under the exchange program.

Q.8.	Can I exchange both vested and unvested eligible awards?
	Yes. You can exchange eligible awards whether they are vested or unvested. See Questions 15-17, which provide information on the vesting schedule that will apply to new SARs, and Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.9.

How are SARs different from options?

SARs are equity awards that are economically identical to options. Like an option, an SAR is granted covering a specified number of shares, with a specified exercise price at the grant date. The employee can exercise the SAR, once it has vested, and receive the value of each underlying share at the date of exercise less the exercise price. Our SARs are stock-settled SARs. Accordingly, at exercise, the aggregate net value is converted into a number of shares based on the current market price of our common stock, and this number of shares is delivered to the employee (less any applicable tax withholding). Given an option for 100 shares and an SAR for 100 shares with each having the same exercise price, the number of shares realized by exercise of the SAR at a given date would be identical to the net shares retained if the option were exercised on a “net” basis, by having us retain option shares to cover the exercise price. Although SARs are identical economically to options from the employee’s perspective, the exercise of SARs results in fewer shares outstanding and less dilution to our stockholders.

Q.10.	If I participate, how many new SARs will I receive?
	The number of new SARs to be received in exchange for each eligible award is calculated pursuant to an exchange ratio set by the Compensation and Benefits Committee of our Board of Directors for each tranche of eligible awards. A tranche is a group of awards which all have the same grant date, exercise price and expiration date. There are 81 tranches of awards eligible for this exchange program. Each specific tranche of eligible awards is set forth together with its applicable exchange ratio on the table attached as Annex A to this offer to exchange. See Section 2 — “Eligible Awards; Expiration Date.” In connection with this offer to exchange, we are providing you with an individual award statement that identifies your eligible awards, the applicable exchange ratio for each tranche and the number of new SARs you will receive if you elect to participate in the exchange program.
	The weighted average exchange ratio for all eligible awards is 1 to 3.7, which means that participants will receive, on average, one new SAR for every 3.7 shares underlying eligible awards tendered for exchange. The weighted average exchange ratio for eligible awards held by certain members of senior management whose new SARs will be subject to stock price appreciation targets is 1 to 3.8, whereas the weighted average exchange ratio for eligible awards held by all other eligible employees is 1 to 3.5. As a result, in order to receive one new SAR, those senior management members will need to exchange awards covering a greater number of shares than awards exchanged by other eligible employees in this offer.

Q.11.

How were the exchange ratios for eligible awards determined?

We used the Black-Scholes valuation model (a recognized and accepted method for determining the value of derivative securities like stock options and SARs) in our determination of the exchange ratios for the various tranches of eligible awards listed in Annex A. In every case, the eligible awards that you tender for exchange cover more shares of our common stock than the number of new SARs that you will receive in exchange for such eligible awards. See Section 2 — “Eligible Awards; Expiration Date.”

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Q.12.

When and how will my new SARs be granted?

The new SARs will be granted promptly after the expiration of the offer and after we have accepted and cancelled the eligible awards tendered in the exchange program. Your new SAR awards will be evidenced by an SAR agreement between you and us. As soon as reasonably practicable following the grant date, each recipient of new SARs in this offer will be notified by E*Trade Financial and asked to review and accept his or her individual award agreement. The terms and conditions of the new SAR award must be accepted through your E*Trade account before your new SARs can be exercised after they vest and, if applicable to you, after any stock price appreciation targets are satisfied or deemed satisfied. See Section 6 — “Acceptance of Eligible Awards for Exchange; Issuance of New SARs” and Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.13.	What will be the exercise price of new SARs received in the exchange program?
	Each new SAR will have an exercise price equal to the average of the high and low market prices of our common stock as reported by the New York Stock Exchange on the trading date immediately preceding the date of grant. See Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.14.

What is the term of the new SARs?

The new SARs will have a stated expiration date of seven years after the grant date. In the case we terminate a holder of a new SAR for cause or a holder voluntarily terminates his or her employment, the new SARs will be immediately cancelled and forfeited. Once vested, assuming new SARs are not forfeited in accordance with the preceding sentence, the new SARs will be subject to exercise for a period of one year following termination of employment (so long as, if applicable to you, any stock price appreciation targets are satisfied or deemed satisfied), but in no event following the expiration date of the new SARs. Most of the options and SARs eligible for exchange in the offer provide for a shorter post-termination exercise period, typically 90 days for terminations other than in connection with death, disability or retirement. See Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.15.

When will the new SARs vest?

The new SARs, which will not be vested at the time of grant, will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date. This new vesting period will apply to each new SAR regardless of whether the tendered eligible awards were already vested and regardless of the vesting schedule of the tendered eligible awards. See Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.16.

Under what circumstances will vesting of the new SARs accelerate?

Vesting of the new SARs will be subject to acceleration in cases in which (a) we terminate the employment of a holder for reasons other than cause or, with respect to certain members of senior management whose new SARs will be subject to stock price appreciation targets, the holder has good reason (as defined in the applicable employment agreement or severance plan) to terminate his or her employment, in either case, within two years after a change in control of RHD, or (b) a holder’s employment terminates due to death, disability or retirement. For those members of senior management whose new SARs will be subject to stock appreciation targets, vesting also will be subject to acceleration upon a change in control of RHD. Your vesting and exercise rights are contingent upon continued employment through the applicable vesting date and, if applicable to you, through the date any stock price appreciation targets are satisfied or deemed satisfied. See Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.17.	Will new SARs granted to executive officers who participate in the offer have the same vesting terms?
	Yes. All new SARs will be subject to the same service-based vesting terms. In addition, certain members of our senior management who participate in the exchange program will receive new SARs that only will

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become exercisable upon achievement of the below specified stock appreciation targets in addition to the service-based vesting schedule applicable to all new SARs. These “Senior Management Members” are our “named executive officers” listed in the “Summary Compensation Table — Fiscal 2007” in our proxy statement for our 2008 annual meeting of stockholders, referred to as our “NEOs,” three other members of our executive committee and our three general managers of sales. Exercisability of new SARs granted to Senior Management Members will be conditioned upon the achievement of the following stock price appreciation targets:

• the first vested tranche of new SARs will not be exercisable until our stock price equals or exceeds $20 per share;

• the second vested tranche of new SARs will not be exercisable until our stock price equals or exceeds $30 per share; and

• the third and final vested tranche of new SARs will not be exercisable until our stock price equals or exceeds $40 per share.

	These stock price appreciation targets will be deemed satisfied if, at any time during the life of the new SARs, the average closing price of our common stock on the New York Stock Exchange during any ten consecutive trading days equals or exceeds the specified target stock price; provided, however, that otherwise vested SARs that do not become exercisable prior to their expiration date due to the failure to achieve these performance conditions will terminate.
	In addition, these performance conditions to exercisability of the new SARs granted to Senior Management Members will be deemed satisfied prior to achievement of the respective stock price appreciation targets, as follows: in the event of (a) involuntary termination of a Senior Management Member by us without Cause or voluntary termination by a Senior Management Member for Good Reason, (b) a Change in Control of RHD, or (c) death, disability or retirement of a Senior Management Member, the next higher stock price appreciation target will be deemed satisfied, such that new SARs previously not subject to exercise by virtue of not yet having satisfied the next higher stock price appreciation target will become immediately exercisable. As a result, these events effectively accelerate the exercisability of one-third of the total new SARs granted to each Senior Management Member if any stock price appreciation target has yet to have been met at that time. In the event of involuntary termination of a Senior Management Member by us without Cause or voluntary termination by a Senior Management Member for Good Reason within two years following a Change in Control, all stock price appreciation targets will be deemed satisfied such that all new SARs will be immediately exercisable. “Cause,” “Change in Control” and “Good Reason” have the meanings given to them under the applicable Senior Management Member’s employment agreement with us, or if none, the severance plan applicable to such Senior Management Member. For more information on the terms of the new SARs, see Section 9 — “Source and Amount of Consideration; Terms of New SARs.”
Q.18.	Must I participate in this offer?
	No. Participation is completely voluntary. If you choose not to participate, you would keep all of your existing equity awards, including your eligible awards, you would not receive any new SARs under the exchange program and no changes would be made to the terms of any of your existing awards.

Q.19.	How should I decide whether or not to exchange my eligible awards for new SARs?
	We are providing information to assist you in making your own informed decision, but neither we, nor the Compensation and Benefits Committee nor the Board of Directors make any recommendation as to whether you should or should not participate in the exchange program. You may consult with your own outside legal counsel, accountant and/or financial advisor for further advice. We have not authorized anyone to provide you with additional information in this regard.
	In evaluating this offer, you should keep in mind that the future performance of our common stock will depend upon, among other factors, the future overall economic environment, the performance of the overall stock market and companies in our sector, the performance of our business and the risks and uncertainties

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set forth in our filings with the SEC. We recommend that you read our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, each of which has been filed with the SEC and is available at www.sec.gov and our website at www.rhd.com, as well as all other documents incorporated by reference in our Tender Offer Statement on Schedule TO of which this offer to exchange is a part. Each of these documents is available at no charge by contacting RHD Investor Relations at (800) 497-6329. For further information, see Section 17 — “Additional Information.”

Q.20.

Will our executive officers participate in this offer?

Yes. The offer is open to all eligible employees, including our executive officers. We expect all of our executive officers who hold eligible awards to participate in the offer. For information on the number of shares underlying eligible awards held by each of our executive officers, please see Section 11 — “Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD.” The new SARs received by executive officers who are Senior Management Members will be subject to stock price appreciation targets in addition to the service-based vesting schedule applicable to all new SARs, as described in Question 17 above and Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.21.	Can the offer be modified?
	Prior to the expiration of the offer, we may, in our discretion, extend, amend or modify the offer and we may terminate the offer if in our reasonable judgment any of the events described in Section 7 — “Conditions of this Offer” occurs. We will notify you if the offer is terminated, amended or modified in any material manner. See Section 15 — “Extension of Offer; Termination; Amendment.”

Q.22.	What if my employment with RHD ends before the new SARs are granted?
	You must be an employee of RHD or one of our subsidiaries on the date the new SARs are granted in order to receive new SARs. If your employment with us terminates for any reason or you receive or submit a notice of termination after you tender eligible awards for exchange in this offer, but before the tendered awards are accepted and cancelled and the new SARs are granted, your tender will automatically be deemed withdrawn and you will not participate in the exchange program. In that case, you will retain your outstanding options and SARs in accordance with their current terms and conditions, and you may exercise them, to the extent they are vested, in accordance with their terms during any period of time following your termination of employment in which they remain exercisable. See Section 1 — “Eligibility.”
	Participation in this offer does not confer upon you the right to remain an employee of RHD.

Q.23.	Are there other circumstances under which I would not be granted new SARs even after I have tendered my eligible awards and they are cancelled, and even if I continue to be otherwise eligible to receive new SARs?
	While it is quite unlikely, it is possible that even if we accept your tendered eligible awards, we will not issue new SARs to you if we are prohibited by applicable law or regulations from doing so. We will use all reasonable efforts to avoid such prohibition. See Section 13 — “Legal Matters; Regulatory Approvals” and Section 19 — “Miscellaneous.”

Q.24.	If I tender eligible awards in this offer, am I giving up my rights to them?
	Yes. When you tender your eligible awards and we accept them for exchange, those eligible awards will be cancelled and you will no longer have any rights to them. See Section 1 — “Eligibility.”

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Q.25.

What happens to my new SARs if my employment with RHD is terminated after I receive them?

In the event we terminate a holder of new SARs for cause or a holder voluntarily terminates his or her employment with us, the new SARs will be immediately cancelled and forfeited. Once vested, assuming new SARs are not forfeited in accordance with the preceding sentence, the new SARs will be subject to exercise for a period of one year following termination of employment (so long as, if applicable to you, any stock price appreciation targets are satisfied or deemed satisfied), but in no event following the expiration date of the new SARs. The vesting of new SARs may be accelerated in connection with certain termination events, as described in Question 16. Most of the eligible awards provide for a shorter post-termination exercise period, typically 90 days for terminations other than in connection with death, disability or retirement. See Section 9 — “Source and Amount of Consideration; Terms of New SARs.”

Q.26.

Does the Company make any recommendation about this offer?

None of management, our Board of Directors or the Compensation and Benefits Committee is making any recommendation about this offer. Although the Compensation and Benefits Committee of our Board of Directors has approved this exchange offer, they recognize that the decision to accept or reject this offer is an individual one that should be based on a variety of factors, including your own personal circumstances and preferences. You should consult with your personal advisors if you have questions about your financial or tax situation as it relates to this offer. None of management, the Compensation and Benefits Committee or our Board of Directors is making any recommendation to employees as to whether or not to accept this offer.

Q.27.

Is there any information regarding RHD I should consider?

Yes. Your decision of whether to accept or reject this offer should take into account the factors described in this offer to exchange, as well as the various risks and uncertainties inherent in our business. These risks include, but are not limited to, those risks set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. In addition, before making your decision to tender your eligible awards, you should carefully review the information about RHD discussed under “Risk Factors” in this document and in Section 10 — “Information Concerning RHD; Summary Financial Information.” Section 17 — “Additional Information” explains where you can find additional information about us.

Q.28.

What happens if, after the grant date, my new SARs end up being out-of-the-money?

The offer is a one-time opportunity and we do not expect to offer this opportunity again in the future. Your outstanding eligible awards have lives of either seven or ten years from the date of initial grant, and your new SARs will have a term of seven years. We can provide no assurance as to the possible market price of our common stock at any time in the future. As such, we do not presently anticipate offering employees another opportunity to exchange out-of-the-money equity awards for replacement awards. See Section 3 — “Purpose of this Offer.”

Duration of the Offer

Q.29.

How long do I have to decide whether to participate in this offer?

You have until 12:00 midnight Eastern Daylight Time on July 10, 2008 to tender your eligible awards in this offer. No exceptions will be made to this deadline, unless we extend the offer for all eligible employees. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of this offer at any time. Under certain circumstances, we may be required to extend the offer. If we extend this offer, we will publicly announce the extension no later than 9:00 a.m., Eastern Daylight Time, on the next business day after the last previously scheduled or announced expiration date. See Section 15 — “Extension of Offer; Termination; Amendment.”

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Q.30.	If the offer is extended, how will the extension affect the date on which the new SARs will be granted?
	If we extend the offer and you elect to participate in it, you must properly tender any eligible award you wish to exchange before the expiration of the extended offer period. Your properly tendered eligible awards will be accepted and cancelled, and your award of new SARs will be granted, promptly following the extended expiration date.

How to Elect to Participate

Q.31.	How do I tender my eligible awards for exchange?
	If you are an eligible employee on the date that you choose to tender your eligible awards, you may tender your eligible awards at any time before this offer expires at 12:00 midnight Eastern Daylight Time on July 10, 2008. An election form has been provided to you accompanying this offer to exchange.
	To validly tender your eligible awards, you must deliver a properly completed election form and any other documents required by the election form by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:
	Exchange Program R.H. Donnelley Corporation 1001 Winstead Drive Cary, North Carolina 27513 Fax No. (919) 297-1212
	Your election form may be changed at any time before the expiration of the offer by delivering a new properly completed election form bearing a later date. Your eligible awards will not be considered tendered until we receive the election form. We must receive your properly completed and duly executed election form by 12:00 midnight Eastern Daylight Time on July 10, 2008. If you miss this deadline, you will not be permitted to participate in this offer.
	For more information about tendering your eligible awards, see Section 4 — “Procedures for Tendering Eligible Awards.”

Q.32.	If I elect to exchange my eligible awards by returning the election form, can I change my mind?
	Yes. If you decide to participate and then change your mind, you may withdraw your tendered eligible awards at any time before this offer closes at 12:00 midnight Eastern Daylight Time on July 10, 2008. If we extend this offer beyond that time, you may withdraw your tendered eligible awards at any time until the extended expiration date. If we have not accepted your tendered eligible awards by August 7, 2008, you will also have the right to withdraw your tendered awards after that date until we accept your tendered awards.
	To validly withdraw tendered eligible awards, you must deliver a properly completed and duly executed notice of withdrawal by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:
	Exchange Program R.H. Donnelley Corporation 1001 Winstead Drive Cary, North Carolina 27513 Fax No. (919) 297-1212

A form notice of withdrawal has been provided to you accompanying this offer to exchange. Your tendered eligible awards will not be considered withdrawn until we receive your properly completed and

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	duly executed notice of withdrawal. If you then decide to make a new election, you must request and submit a new election form to do so before the offer expires.
	For more information about your withdrawal rights, see Section 5 — “Withdrawal Rights.”
Q.33.	What will happen if I do not return my election form by the deadline?
	If you do not return your election form by the deadline, then all eligible awards you hold will remain in full force and effect at their original exercise price and on their original terms and conditions and you will not receive any new SARs.

Q.34.	What if I elect not to tender my eligible awards for exchange in this offer?
	If you prefer not to tender your eligible awards for exchange in this offer, you do not need to return any forms to us. In that case, your eligible awards will remain in full force and effect at their original exercise price and on their original terms and conditions and you will not receive any new SARs.

U.S. Federal Income Tax Considerations

Q.35.

Will I owe taxes if I exchange my eligible awards in this offer?

You should consult your own financial and/or tax advisor, but generally there should be no adverse tax consequences to eligible employees arising from participation in the exchange program. In the case of any incentive stock option tendered in the exchange program, the new SARs granted in exchange would not preserve the potential tax advantages of the tendered incentive stock option. Many of the outstanding Business.com awards are incentive stock options. See Section 14 — “Material Tax Consequences” for more information.

Q.36.	Are there any tax consequences to my declining to participate in this offer?
	You should consult your own financial and/or tax advisor, but generally there should be no adverse tax consequences to eligible employees arising from non-participation in the exchange program. Please note that if your eligible awards include incentive stock options, you elect not to participate in the exchange program and the offer remains open for 30 days or more, it is possible that your incentive stock options could be deemed to have been modified, which, as described in “Tax-Related Risks” below, would re-start the holding period necessary to qualify for the preferable tax treatment afforded incentive stock options. If your eligible awards include incentive stock options and you elect not to participate in the exchange program, you may be able to preclude the possibility of modification by affirmatively indicating that you intend not to tender these awards within the initial 30-day offering period. You can do this by delivering a properly completed and duly executed rejection form by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:
	Exchange Program R.H. Donnelley Corporation 1001 Winstead Drive Cary, North Carolina 27513 Fax No. (919) 297-1212

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How to Get More Information

Q.37.

What if I have any questions regarding this offer, or if I need additional copies of this offer to exchange or any documents referred to in this offer to exchange?

If you have any questions regarding the offer, please direct them by e-mail to exchangeprogram@rhd.com and we will respond to your questions. You can find additional copies of the offer to exchange or any other related documents filed as exhibits to our Tender Offer Statement on Schedule TO available on the SEC website (www.sec.gov) or on the RHD intranet under “Human Resources.” For further information, see Section 17 — “Additional Information.”

RISK FACTORS

     Participation in this offer involves a number of potential risks and uncertainties, including those described below. The risks and uncertainties described below and the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on March 13, 2008 and incorporated herein by reference, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 8, 2008 and incorporated herein by reference, highlight the material risks of participating in this offer. Eligible employees should consider these risks and uncertainties, among other things, and are encouraged to speak with a financial, tax or legal advisor as necessary before deciding whether or not to participate in this offer. In addition, we strongly urge you to read all of the materials relating to this offer before deciding whether or not to tender your eligible awards for exchange.

Economic Risks

     You may lose the potential benefit of any vested eligible awards that you tender in this offer.

     Regardless of the vested status or remaining vesting schedule of the eligible awards that you tender, your new SARs will be subject to a new vesting schedule. They will not be vested at all upon grant, the first vesting date will not occur until one year after the grant date and they will not be fully vested until three years after the grant date. You will lose the benefit of any vesting that has already occurred with respect to your eligible awards. If your employment with us terminates, your new SARs may be forfeited unvested or may be vested for a lesser percentage than the eligible awards that were tendered and cancelled in the offer.

     The exercise price of new SARs will be fixed at the time of grant, based on market prices of RHD common stock prevailing at that time, which may be substantially above or below the current prevailing market prices.

     The exchange ratios for the number of eligible awards that you must tender in exchange for new SARs have been fixed in advance of this offer, and will not vary even if there has been a sharp change in the market price of our common stock by the time the new SARs are granted. If the market price of our common stock rises markedly by the time of grant, your new SARs could have a higher exercise price than some of your tendered eligible awards.

Tax-Related Risks

     Your new SARs will be non-qualified awards under U.S. tax laws.

     Regardless of whether the eligible awards you tender in the offer are incentive stock options, non-qualified stock options or SARs, all new SARs will be non-qualified awards under U.S. tax laws. At the time that a new SAR is exercised, you will have ordinary income equal to the fair market value of the underlying common stock on the date of exercise less the exercise price of the new SAR.

     Even if you elect not to participate in the offer, any incentive stock options you hold may be adversely affected if you do not affirmatively decline the offer.

     We believe that you will not be subject to current U.S. federal income tax if you do not elect to participate in the offer. We also believe that the offer will not change the U.S. federal income tax treatment of subsequent

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grants and exercises of any incentive stock options you hold (and sales of shares acquired upon exercise of such options) if you do not participate in the offer. We currently anticipate that the offer will not remain open for 30 days or more. However, the terms of the offer allow us, at our discretion, to have the offer remain open for 30 or more days. Should the offer remain open for 30 days or more and you choose not to participate in the offer but do not affirmatively decline the offer, you may be deemed to have a “modified option” pursuant to certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”). Such modified option will contain all the prior terms of the existing option, except that the date of the grant of the option will be deemed to be the first day of the offer. The exercise of an incentive stock option generally will not result in taxable income to you (with the possible exception of alternative minimum tax liability) if you do not dispose of the shares received upon exercise of the option less than one year after the date of exercise and two years after the date of grant, and you are continuously an employee of RHD from the date of grant to three months before the date of exercise (or 12 months in the event of death or disability). The modification described above will mean that this holding period will begin again. Therefore, should (1) you choose not to participate in the offer but do not affirmatively reject the offer, (2) the offer be held open 30 days or more, and (3) you dispose of the stock underlying an incentive stock option prior to the satisfaction of the new holding periods (two years from the first day of the offer and one year from exercise of the option), you may be taxed as if you received compensation in the year of the disposition. You must treat gain realized in the premature disposition as ordinary income to the extent of the lesser of (1) the fair market value of the stock on the date of exercise minus the option price; or (2) the amount realized on disposition of the stock minus the option price. Any gain in excess of these amounts will be treated as either short-term or long-term capital gain. In such a case, we generally are entitled to deduct, as compensation paid, the amount of ordinary income realized by you. You may affirmatively reject participation in the offer by delivering a properly completed rejection form by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

     If you are a resident of the United States but subject to foreign tax laws, there may be tax and social insurance consequences for participating in this offer.

     If you are residing in the United States, but are also subject to the tax laws of another country, you should be aware that there may be other tax and social insurance consequences that may apply to you. You should be certain to consult your own tax advisors to discuss these consequences.

Business-Related Risks

     For a discussion of risks associated with our business, please see the discussion of risks related to our business under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

THE OFFER

Section 1. Eligibility.

     You are eligible to participate in the offer (an “eligible employee”) if you are an employee of RHD or one of our subsidiaries on the date the offer is made, you hold eligible awards (as defined below in Section 2 — “Eligible Awards; Expiration Date”) and you remain an employee as of the date we accept and cancel eligible awards tendered to us in the exchange program and grant the new SARs. You will not be eligible to tender eligible awards or receive new SARs if your employment with RHD is terminated for any reason prior to the grant date of the new SARs, including retirement, disability or death. If you resign or receive or submit a notice of termination at any time before the date on which we accept and cancel tendered eligible awards and the new SARs are granted, you will not be eligible to participate in the offer and you will not receive new SARs. Non-employee directors and former employees are not eligible to participate in the offer.

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     An employee who is on an authorized leave of absence and is otherwise an eligible employee on such date will be eligible to tender eligible awards prior to the expiration date (as defined below in Section 2 — “Eligible Awards; Expiration Date”). If you tender your eligible awards and they are accepted and cancelled in this offer and you are on an authorized leave of absence on the grant date, you will be entitled to a grant of new SARs on that date as long as you are otherwise eligible to receive new SARs on such date. Leave is considered “authorized” if it was approved in accordance with the policies or practices of RHD.

     You must be an employee of RHD or one of our subsidiaries on the date the new SARs are granted in order to receive new SARs. If your employment with us terminates for any reason or you receive or submit a notice of termination after you have tendered eligible awards for exchange in this offer, but before the tendered awards are accepted and cancelled and the new SARs are granted, your tender automatically will be deemed withdrawn and you will not participate in the exchange program. In that case, you will retain your outstanding options and SARs in accordance with their current terms and conditions, and you may exercise them, to the extent they are vested, in accordance with their terms during any period of time following your termination of employment that they remain exercisable.

     Participation in this offer does not confer upon you the right to remain an employee of RHD.

Section 2. Eligible Awards; Expiration Date.

     Upon the terms and subject to the conditions described in this offer to exchange, we are making an offer to eligible employees to exchange all of their eligible awards which are properly tendered in accordance with Section 4 — “Procedures for Tendering Eligible Awards,” and not validly withdrawn pursuant to Section 5 — “Withdrawal Rights,” before the “expiration date” (as defined below) in return for new SARs, the terms of which are more fully described in Section 9 — “Source and Amount of Consideration; Terms of New SARs.” The eligible awards consist of all outstanding options and SARs that have an exercise price equal to or greater than $10 per share granted under any of the following plans:

• R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan;

• R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan;

• R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (the “2005 Plan”);

• Dex Media, Inc. 2004 Incentive Award Plan;

• Dex Media, Inc. 2002 Stock Option Plan;

• R.H. Donnelley Corporation 2001 Partnershare Plan;

• R.H. Donnelley Corporation 1998 Partnershare Plan; and

• Business.com, Inc. 2004 Stock Option Plan (collectively, the “Plans”).

     Other outstanding types of equity awards, such as restricted stock units, are not eligible for participation in the exchange program. The individual award statement provided to you in connection with this offer to exchange lists your eligible awards.

     All new SARs issued upon completion of the exchange program and in accordance with the terms of this offer will be granted under the 2005 Plan, and shares subject to eligible awards that become available under the Plans due to cancellations or forfeitures will be issuable under the 2005 Plan in accordance with its terms and the terms of the applicable award agreement.

     As of May 23, 2008, options to purchase 2,550,250 shares of our common stock and SARs covering 6,002,443 shares of our common stock were outstanding and 627,654 shares of common stock were available for future award grants. Of the outstanding awards, as of May 23, 2008, options to purchase 2,299,295 shares of common stock and SARs covering 3,683,056 shares of common stock would constitute eligible awards with respect to the offer. These eligible awards are held by 1,552 eligible employees.

     If you want to participate in the offer, you must tender all of your eligible awards. If you have more than one outstanding eligible award grant, you must tender all of your eligible awards under all of your eligible award

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grants to participate in the offer. If you tender your eligible awards and we accept them following the expiration of this offer, they will be cancelled and you will no longer have any rights to them.

     If your eligible awards are properly tendered and cancelled in this offer and you are entitled to receive new SARs, you will receive a number of new SARs calculated pursuant to exchange ratios set by the Compensation and Benefits Committee of our Board of Directors for each outstanding tranche of eligible awards. A tranche is a group of all awards with the same grant date, exercise price and expiration date. The tranches of eligible awards and their applicable exchange ratios are set forth on Annex A to this offer to exchange. Annex A groups the tranches as to whether they represent (i) grants under the RHD plans, which include the R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan, R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, the 2005 Plan, the R.H. Donnelley Corporation 2001 Partnershare Plan and the R.H. Donnelley Corporation 1998 Partnershare Plan, (ii) grants under the Dex Media, Inc. plans, which include the Dex Media, Inc. 2004 Incentive Award Plan and the Dex Media, Inc. 2002 Stock Option Plan, and (iii) grants under the Business.com, Inc. 2004 Stock Option Plan. Tranches under the RHD plans are grouped separately by whether they represent grants to Senior Management Members or grants to other eligible employees.

     The exchange ratio for a particular tranche of eligible awards is the ratio that determines the number of eligible award shares of the tranche that you must tender for exchange to receive one new SAR. We will not issue SARs for any fractional shares of stock. Accordingly, any exchange that would result in a fractional share underlying an SAR will be rounded down on a tranche-by-tranche basis to the nearest whole number of shares underlying the new SARs.

     For example, if your eligible awards consist of a stock option granted under one of the RHD plans on 7/1/04 with an exercise price of $43.85 per share covering 11,000 shares and an SAR granted under one of the RHD plans on 7/2/07 with an exercise price of $75.66 per share covering 35,000 shares and you elect to exchange your eligible awards, then you would receive new SARs covering 13,144 shares in exchange for those eligible awards. This amount is calculated by identifying the applicable exchange ratio for each award grant on Annex A, 4.272 and 3.311 in the case of the options and SARs referenced above, then dividing the number of shares underlying the appropriate grant by the applicable exchange ratio and rounding down to 2,574 and 10,570, respectively. Added together, this totals 13,144 shares underlying the new SARs.

     The individual award statement provided to you in connection with this offer to exchange lists all of your eligible awards, the applicable exchange ratio for each tranche and the number of new SARs you will receive for each tranche of eligible awards if you elect to participate in this offer. Because an eligible employee must elect to participate in the exchange program on an “all-or-none” basis, your individual award statement also presents the aggregate number of new SARs you will receive for all of your tranches of eligible awards if you elect to participate in this offer.

     We used the Black-Scholes valuation model (a recognized and accepted method for determining the value of derivative securities like stock options and SARs) in our determination of the exchange ratios for the various tranches of eligible awards shown in Annex A. The Black-Scholes model uses the following factors: (i) stock price, (ii) exercise price, (iii) expected life of the option or SAR, (iv) volatility of the stock price, (v) a risk-free interest rate and (vi) expected dividend yield of the stock. Some of these factors are objectively determinable, while others, such as appropriate volatility measures, require some judgment. In applying the Black-Scholes model to value the eligible awards, the factors that varied from tranche to tranche were their exercise prices, risk-free interest rate, volatility and remaining contractual lives, while the factors for stock price and expected dividend yield were common to our valuation of all eligible awards. For purposes of determining the exchange ratios, the Black-Scholes values were calculated using the following assumptions:

     For outstanding options and SARs to be tendered in the exchange program — Original exercise price equal to each grant’s original exercise price, fair market value of $5.18 per share, expected holding period equal to the remaining life of the outstanding grant, expected dividend yield, expected volatility calculated depending on the expected holding period and risk-free interest rate ranging from 1.89% to 3.62%, depending upon the expected holding period.

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     For new SARs to be granted in the exchange program — Exercise price and fair market value of $5.18 per share, expected holding period of five years, expected dividend yield, expected volatility and risk-free interest rate of 3.3%, as well as a 10% discount factor for SARs granted to Senior Management Members with market price exercise limitations, as determined by a major investment banking firm using the trinomial tree model.

     The Compensation and Benefits Committee established the exchange ratios for the various tranches to target the Board and stockholder approved weighted average maximum of one new SAR for every 3.7 shares underlying eligible awards. The weighted average exchange ratio for eligible awards held by the Senior Management Members is 1 to 3.8, whereas the weighted average exchange ratio for eligible awards held by all other eligible employees is 1 to 3.5. As a result, in order to receive one new SAR, the Senior Management Members will need to exchange awards covering a greater number of shares than awards exchanged by other eligible employees in this offer. The exchange ratios used in this offer have been approved by our Compensation and Benefits Committee pursuant to the authority granted by our Board of Directors.

     This offer is scheduled to expire at 12:00 midnight Eastern Daylight Time on July 10, 2008, referred to as the “expiration date,” unless we, in our sole discretion, extend the period of time the offer will remain open. If we extend the period of time during which the offer remains open, the expiration date will mean the latest time and date at which the offer expires. See Section 15 — “Extension of Offer; Termination; Amendment” for a description of our rights to extend, terminate, modify and amend this offer.

Section 3. Purpose of this Offer.

     The sharp decline in the market price of our common stock since mid-2007 has left virtually all of the outstanding options and SARs held by our employees largely valueless, since the exercise price of those outstanding awards far exceeds the present market price of our common stock (referred to as “out-of-the-money” or “underwater”). Prior to 2008, we depended almost exclusively upon these awards as the sole long-term incentive vehicle for our employees, including our executive officers. Unfortunately, the recent decline in our stock price has substantially eliminated the incentive and retention value of the eligible awards.

     The exchange program is designed to restore the incentive value of our equity award program by providing eligible employees with an opportunity to exchange deeply underwater options and SARs for new SARs covering fewer shares, but with an exercise price based on the current, dramatically lower market price, and requiring another three years of future service in order to fully vest. In effect, the exchange program is intended to enable us to realign the exercise prices of previously granted awards with the current value of our common stock, so that outstanding equity awards once again become important tools to help motivate and retain our existing employees by maintaining the competitiveness of our total rewards program. The exchange program will not restore any of the lost in-the-money value of any employee’s eligible awards, but will provide an opportunity to participate in future stockholder value creation through appreciation in our stock price. We obtained stockholder approval to conduct the exchange program at our 2008 annual meeting of stockholders.

     The offer is a one-time opportunity and is not expected to be offered again in the future. Your outstanding eligible awards have lives of either seven or ten years from the date of initial grant, and your new SARs will have a term of seven years. We can provide no assurance as to the possible market price of our common stock at any time in the future. As such, we do not presently anticipate offering employees another opportunity to exchange out-of-the-money equity awards for replacement awards.

     Subject to the foregoing, and except as otherwise disclosed in this offer to exchange or in our filings with the SEC, and other than transactions among or between us and our affiliates, we presently have no plans or proposals that relate to or would result in:

(a)	any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or our subsidiaries;
(b)	any purchase, sale or transfer of a material amount of our assets or the assets of our subsidiaries;

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(c)	any material change in our present dividend rate or policy, indebtedness or capitalization;
(d)	any change in our present Board of Directors or management, including, but not limited to, any plans or proposal to change the number or the term of directors or to fill any existing board vacancies or to change any material term of any executive officer’s employment contract;
(e)	any other material change in our corporate structure or business;
(f)	the delisting of our common stock from the New York Stock Exchange;
(g)	any class of our equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(h)	the suspension of our obligation to file reports under Section 15(d) of the Exchange Act;
(i)	the acquisition by any person of additional securities of RHD or the disposition of any of our securities other than by our employees, directors and executive officers who may acquire or dispose of rights to our securities pursuant to existing or future equity award exercises or grants; or
(j)	any changes in our Certificate of Incorporation or Bylaws, or any actions that may impede the acquisition of control of RHD by any person.

     None of management, the Compensation and Benefits Committee or our Board of Directors is making any recommendation as to whether you should tender your eligible awards, nor have we authorized any person to make any such recommendation. You are urged to evaluate carefully all of the information in this offer to exchange and to consult your own financial, tax and legal advisors. You must make your own decision whether to tender your eligible awards for exchange.

Section 4. Procedures for Tendering Eligible Awards.

     If you are an eligible employee on the date that you choose to tender eligible awards, you may tender your eligible awards at any time before the expiration date. If we extend this offer, you may tender your eligible awards at any time until the extended expiration date, as long as you are an eligible employee on the date you tender. If you want to participate in the exchange program, you must tender all of your eligible awards. If you have more than one outstanding eligible award grant, you must tender all of your eligible awards under all of your eligible award grants to participate in the offer.

      Proper Tender of Eligible Awards.

     To validly tender your eligible awards pursuant to this offer you must, in accordance with the terms of the election form accompanying this offer to exchange, deliver a properly completed and duly executed election form and any other documents required by the election form by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

     The election form may be changed at any time before the expiration date by delivering a new properly completed election form bearing a later date.

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     Generally, you will not be required to return your award agreements relating to any tendered eligible awards, as they will be automatically cancelled if we accept your eligible awards for exchange. We reserve the right to demand that a particular employee surrender award agreements upon our request.

     Your eligible awards will not be considered tendered until we receive the election form. We must receive your properly completed and duly executed election form before the offer expires. If you miss this deadline, you will not be permitted to participate in this offer. We will only accept delivery of the signed election form by hand, by interoffice mail, by regular or overnight mail, or by facsimile. Delivery by e-mail or other electronic means will not be accepted.

     The method of delivery is at your own option and risk. You are responsible for making sure that the election form is delivered in accordance with the instructions above. You must allow for delivery time based on the method of delivery that you choose to ensure that we receive your election form on time.

      Determination of Validity; Rejection of Eligible Awards; Waiver of Defects; No Obligation to Give Notice of Defects.

     We will determine, in our sole discretion, the number of shares subject to eligible awards and all questions as to form of documents and the validity, form, eligibility (including time of receipt) and acceptance of any tender of eligible awards. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any or all tenders of eligible awards. Subject to Rule 13e-4 under the Exchange Act, we also reserve the right to waive any of the conditions of this offer or any defect or irregularity in any tender with respect to any particular eligible awards or any particular eligible employee. No tender of eligible awards will be deemed to have been properly made until all defects or irregularities have been cured by the tendering eligible employee or waived by us. We will endeavor to notify you in writing if we reject your tender for any reason prior to the expiration date of this offer. Nonetheless, neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any such notice. This is a one-time offer, and we will strictly enforce this offer period, subject only to any extension of the expiration date that we may grant in our sole discretion.

      Our Acceptance Constitutes an Agreement.

     Your tender of eligible awards pursuant to the procedures described above constitutes your acceptance of the terms and conditions of this offer and will be controlling, absolute and final, subject to your withdrawal rights under Section 5 — “Withdrawal Rights” and our acceptance of your tendered eligible awards in accordance with Section 6 — “Acceptance of Eligible Awards for Exchange; Issuance of New SARs.” Our acceptance for exchange of eligible awards tendered by you pursuant to this offer will constitute a binding agreement between us and you upon the terms and subject to the conditions of this offer.

     Subject to our rights to terminate, extend, modify and amend this offer (see Section 15 — “Extension of Offer; Termination; Amendment”), we currently expect that we will accept promptly after the expiration of the offer all properly tendered eligible awards that have not been validly withdrawn.

Section 5. Withdrawal Rights.

     You may withdraw your tendered eligible awards only in accordance with the provisions of this Section 5. You may withdraw your tendered eligible awards at any time before this offer closes at 12:00 midnight Eastern Daylight Time on July 10, 2008. If we extend this offer beyond that time, you may withdraw your tendered eligible awards at any time until the extended expiration date. If you want to withdraw any of your tendered eligible awards, you must withdraw all of them.

     If your employment with us terminates for any reason or you receive or submit a notice of termination after you have tendered eligible awards for exchange in this offer, but before the tendered awards are accepted and cancelled and the new SARs are granted, your tender automatically will be deemed withdrawn and you will not participate in the exchange program. In that case, you will retain your outstanding options and SARs in accordance with their current terms and conditions, and you may exercise your options and SARs to the extent they are vested at

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the time of your termination of employment, but only during the period for which those awards remain exercisable pursuant to the applicable award agreement following your termination.

     To validly withdraw tendered eligible awards, you must, in accordance with the terms of the notice of withdrawal accompanying this offer to exchange, deliver a properly completed and duly executed notice of withdrawal by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

     Your tendered eligible awards will not be considered withdrawn until we receive your notice of withdrawal. We must receive your properly completed and duly executed notice of withdrawal by 12:00 midnight Eastern Daylight Time on July 10, 2008. If you miss this deadline but remain an employee of RHD, any previously tendered eligible awards that we accept will be cancelled and exchanged pursuant to this offer. We will only accept delivery of the signed notice of withdrawal by hand, by interoffice mail, by regular or overnight mail, or by facsimile. Delivery by e-mail or other electronic means will not be accepted.

     The method of delivery is at your own option and risk. You are responsible for making sure that the notice of withdrawal is delivered in accordance with the instructions above. You must allow for delivery time based on the method of delivery that you choose to ensure that we receive your notice of withdrawal on time.

     Notwithstanding the above, in the event that this offer expires and we have not accepted your tendered eligible awards for exchange, then you will have the further right to withdraw your tendered eligible awards beginning after the 40th business day following the commencement of this offer, which is August 7, 2008.

     Any eligible awards you withdraw will thereafter be deemed not properly tendered for purposes of this offer unless and until you properly re-tender those eligible awards before the expiration date by again following the procedures described in Section 4 — “Procedures for Tendering Eligible Awards.”

     Neither we nor any other person is obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will anyone incur any liability for failure to give any such notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal. Our determination of these matters will be final and binding.

Section 6. Acceptance of Eligible Awards for Exchange; Issuance of New SARs.

     Upon the terms and subject to the conditions of this offer, we will accept and cancel all properly tendered eligible awards that have not been withdrawn by the expiration date. We expect this acceptance and cancellation to occur promptly following the expiration date. Once your eligible awards are cancelled, you will no longer have any rights with respect to them. New SARs will be granted as of the date of our acceptance and cancellation of tendered eligible awards. If we accept and cancel eligible awards properly tendered after July 10, 2008, or if we extend the date by which we must accept and cancel options properly tendered for exchange, the time in which the SARs will be granted will be similarly delayed.

     For purposes of this offer, we will be deemed to have accepted for exchange eligible awards that are validly tendered and not properly withdrawn when we give notice to the eligible employees of our acceptance. We intend to give notice of our acceptance, which may be made by e-mail, facsimile or press release, promptly following the expiration date.

     All new SARs will be granted under the 2005 Plan and will be subject to the terms and conditions of an SAR agreement between you and RHD. As soon as reasonably practicable following the grant date, each recipient of new SARs in this offer will be notified by E*Trade Financial and asked to review and accept his or her individual award agreement. The terms and conditions of the new SAR award must be accepted through your E*Trade account

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before your new SARs can be exercised after they vest and, if applicable to you, after any stock price appreciation targets are satisfied or deemed satisfied. This agreement will be effective from and as of the grant date.

     If, for any reason, you are not an employee of RHD on the date on which we accept and cancel the tendered eligible awards and grant new SARs, your election to exchange your eligible awards automatically will be deemed to have been withdrawn as of the date of your termination and our offer will not affect the terms and conditions of your existing options and SARs.

Section 7. Conditions of this Offer.

     Notwithstanding any other provision of this offer, we will not be required to accept any eligible awards tendered for exchange, and we may terminate or amend this offer, or modify our acceptance and cancellation of any eligible awards tendered for exchange, in each case subject to rules promulgated under the Exchange Act, if at any time on or after the date hereof and prior to the expiration date, any of the following events has occurred (or shall have been determined by us to have occurred) that in our reasonable judgment makes it inadvisable to proceed with the offer or with acceptance for exchange:

(a)

any threatened, instituted or pending action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the offer, the cancellation of some or all of the eligible awards tendered for exchange, the issuance of new SARs, or otherwise relates in any manner to the offer or that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or other), income, operations or prospects, or otherwise materially impair (such as by increasing the accounting or other costs of the offer to us) the contemplated benefits of the offer to us;

(b)

any action is threatened, pending or taken, or any approval, exemption or consent is withheld, or any statute, rule, regulation, judgment, order or injunction is threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us, by or from any court or any regulatory or administrative authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly:

(i)	make it illegal for us to accept some or all of the tendered eligible awards for exchange, or to issue some or all of the new SARs, or otherwise restrict or prohibit consummation of this offer or otherwise relate in any manner to this offer;
(ii)	delay or restrict our ability, or render us unable, to accept the tendered eligible awards for exchange or to grant new SARs for some or all of the tendered eligible awards;
(iii)	materially impair (such as by increasing the accounting or other costs of the offer to us) the contemplated benefits of the offer to us; or
(iv)	materially and adversely affect our business, condition (financial or other), income, operations or prospects, or otherwise materially impair the contemplated future conduct of our business;

(c)

any change or changes occur in our business, condition (financial or other), assets, income, operations, prospects or share ownership, including as a result of any changes in law or accounting principles, or there is any governmental or legal action or proceeding, law or regulation that, in our reasonable judgment, is or may be material to us or materially impairs or may materially impair the benefits, or materially increase the burden, of the offer to us;

(d)

any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or automated quotation system or in the over-the-counter market;

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(e)	the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;
(f)	a tender or exchange offer with respect to some or all of our capital stock, or a merger or acquisition proposal for or by us, is proposed, announced or is publicly disclosed;
(g)	any actual or anticipated change occurs in United States generally accepted accounting principles that could adversely affect the manner in which we are required, for financial accounting purposes, to account for the offer; or
(h)	if any of the following change or changes occur that, in our reasonable judgment, could materially and adversely affect our business, condition (financial or other), assets, income, operations, prospects or stock ownership:

(i)	litigation or other proceedings are instituted against us, or any of our officers or members of our Board of Directors in their capacities as such, before or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental or legislative body, domestic or foreign, which results in an unfavorable ruling, decision, action, order, decree or finding;
(ii)	a material loss or interference with our business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance;
(iii)	the suspension of trading in our equity securities by the SEC or by the New York Stock Exchange;
(iv)	a change in the financial or securities markets in the United States or elsewhere, or in political, financial or economic conditions in the United States or elsewhere, or any outbreak or material escalation of foreign or domestic hostilities or other calamity or crisis; or
(v)	we are required to extend the expiration date beyond August 31, 2008 as a result of action or determination by the SEC or other regulatory authority.

     The conditions to the offer are for our benefit. We may assert them in our sole discretion prior to the expiration date regardless of the circumstances giving rise to them. We may waive them, in whole or in part, at any time and from time to time prior to the expiration date, in our sole discretion, whether or not we waive any other condition to this offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. If we waive one of the conditions set forth above in response to a specific set of circumstances, that condition will still apply to different or new circumstances. Any determination we make concerning the events described in this Section 7 will be final and binding upon all persons. Notwithstanding anything set forth in this Section 7, this offer may be terminated at any time, even after the expiration date, if approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our new SARs or underlying shares as contemplated herein is unavailable or revoked.

Section 8. Price Range of Common Stock.

     Outstanding eligible awards give eligible employees the right to acquire shares of our common stock under certain conditions. Eligible awards generally are non-transferable and in any event are not traded on any trading market. Our common stock trades on the New York Stock Exchange under the symbol “RHD.” The following table shows the high and low sales price of our common stock for the periods indicated, as reported by the New York Stock Exchange:

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	2008						2007				2006
	High			Low			High		Low		High		Low
1st Quarter	$	36.92		$	4.27		$	76.21	$	61.91	$	66.33	$	56.91
2nd Quarter	$	8.59	*	$	4.52	*	$	84.49	$	70.67	$	58.48	$	50.20
3rd Quarter							$	78.10	$	55.34	$	55.49	$	48.03
4th Quarter							$	64.63	$	33.70	$	64.28	$	51.49

* Represents the high and low sales price of our common stock for the period beginning April 1, 2008 and ending June 10, 2008.

     At the close of business on May 23, 2008, there were 68,793,629 shares of RHD common stock outstanding. On June 10, 2008, the last reported sales price for our common stock, as reported by the New York Stock Exchange, was $4.59 per share.

     Our stock price has been, and in the future may be, highly volatile. The trading price of our common stock has fluctuated widely in the past and is expected to continue to do so in the future, as a result of a number of factors, some of which are outside our control.

     We recommend that you obtain current market quotations for our common stock before deciding whether or not to tender your eligible awards.

Section 9. Source and Amount of Consideration; Terms of New SARs.

     Consideration.

     Subject to the terms of this offer, we will issue new SARs under the 2005 Plan to eligible employees on the grant date, in exchange for eligible awards properly tendered, accepted by us and cancelled. Using the exchange ratios set forth in Annex A, we will determine the number of new SARs that will be granted to each holder of eligible awards who has tendered eligible awards that are accepted for exchange. The number of shares underlying new SARs will be rounded down to the nearest whole share on a tranche-by-tranche basis. Accordingly, new SARs will not be issued for fractional shares. Your individual award statement sets forth the aggregate number of new SARs you will receive for all of your tranches of eligible awards if you elect to participate in this offer.

     If we receive and accept tenders of all currently outstanding eligible awards, we expect that we will issue new SARs covering an aggregate of approximately 1.62 million shares of our common stock. The shares underlying eligible awards that are tendered for exchange and accepted and cancelled by us will be returned to the 2005 Plan and will become available for future awards.

      How SARs Differ From Options.

     SARs are equity awards that are economically identical to options. Like an option, an SAR is granted covering a specified number of shares, with a specified exercise price at the grant date. The employee can exercise the SAR, once it has vested, and receive the value of each underlying share at the date of exercise less the exercise price. Our SARs are stock-settled SARs. Accordingly, at exercise, the aggregate net value is converted into a number of shares based on the current market price of our common stock, and this number of shares is delivered to the employee (less any applicable tax withholding). Given an option for 100 shares and an SAR for 100 shares with each having the same exercise price, the number of shares realized by exercise of the SAR at a given date would be identical to the net shares retained if the option were exercised on a “net” basis, by having us retain option shares to cover the exercise price. Although SARs are identical economically to options from the employee’s perspective, the exercise of SARs results in fewer shares outstanding and less dilution to our stockholders.

      Terms of New SARs.

     The new SARs will be granted under the 2005 Plan. For each award of SARs granted in the offer, we and the participant will enter into a new SAR agreement. As soon as reasonably practicable following the grant date,

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each recipient of new SARs in this offer will be notified by E*Trade Financial and asked to review and accept his or her individual award agreement. The terms and conditions of the new SAR award will vary from the terms and conditions of the eligible awards tendered for exchange. The terms and conditions of the new SAR award must be accepted through your E*Trade account before your new SARs can be exercised after they vest and, if applicable to you, after any stock price appreciation targets are satisfied or deemed satisfied. Therefore, it is very important that you review your new SAR agreement, including the Annex A, and acknowledge receipt of the award. The new SAR agreements will be effective from and as of the grant date.

     The terms and conditions of your eligible awards are set forth in the Plans under which they are currently outstanding. The description of the new SARs set forth herein is only a summary of some of the material provisions of the 2005 Plan and award agreements under which they will be issued and is not complete. This description is subject to, and qualified in its entirety by reference to, the actual provisions of the 2005 Plan and the forms of new SAR agreements under the 2005 Plan for both eligible employees and eligible employees who are Senior Management Members, all of which are filed as exhibits to the Tender Offer Statement on Schedule TO, to which this offer to exchange is also an exhibit. See Section 17 — “Additional Information” for a discussion of how to obtain copies of the Plans, including the 2005 Plan, and the forms of new SAR agreements.

     Eligible Participants. Our employees and non-employee directors, as well as employees of our subsidiaries or affiliates, are eligible to receive awards under the 2005 Plan. Eligible employees in the offer are limited to current employees who hold outstanding options and SARs granted under the Plans with exercise prices of no less than $10.00 per share.

     Awards. The 2005 Plan permits the granting of stock options, including both incentive stock options and non-qualified stock options, and SARs. Most eligible awards subject to this offer are non-qualified stock options and SARs. We will issue only SARs in exchange for eligible awards that are tendered for exchange and accepted and cancelled by us.

     Administration. The 2005 Plan is administered by the Compensation and Benefits Committee of our Board of Directors, except that the Board of Directors may itself act to administer the 2005 Plan. Subject to the 2005 Plan terms, the Compensation and Benefits Committee is authorized to select participants, determine the type and number of awards to be granted and the number of shares to which awards will relate or the amount of a performance award, specify times at which awards will be exercisable or settled, including performance conditions that may be required as a condition thereof, set other terms and conditions of such awards, prescribe forms of award agreements, interpret and specify rules and regulations relating to the 2005 Plan, and make all other determinations which may be necessary or advisable for the administration of the 2005 Plan.

     Term and Termination. The maximum term of each option or SAR granted under the 2005 Plan is ten years. Subject to this limit, the times at which each option or SAR will be exercisable and provisions requiring forfeiture of unexercised options or SARs (and in some cases gains realized by exercise of the award) at or following termination of employment or upon the occurrence of other events generally are fixed by the Compensation and Benefits Committee. The new SARs to be granted pursuant to this offer will have a term of seven years. In the event we terminate a holder of a new SAR for “cause” or a holder voluntarily terminates his or her employment with us, the new SARs will be immediately cancelled and forfeited. Once vested, assuming new SARs are not forfeited in accordance with the preceding sentence, the new SARs will be exercisable for a period of one year following termination of employment (so long as, if applicable to you, any stock price appreciation targets are satisfied or deemed satisfied), but in no event following the expiration date of the new SARs. Most of the options and SARs eligible for exchange in the offer provide for a shorter post-termination exercise period, typically 90 days, for terminations other than in connection with death, disability or retirement.

     Exercise Price. The exercise price of options and SARs granted under the 2005 Plan is determined by the Compensation and Benefits Committee, but generally may not be less than the fair market value of our common stock as determined on the date of the grant. The exercise price of the new SARs to be granted pursuant to this offer will be equal to the average of the high and low market prices of our common stock as reported by the New York Stock Exchange on the trading date immediately preceding the grant date. We recommend that you obtain current market quotations for our common stock before deciding whether or not to tender your eligible awards.

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     Underlying Shares. The number of shares underlying the new SARs will be less than the number of shares underlying eligible awards cancelled in exchange. The number of shares underlying new SARs granted pursuant to this offer with respect to any eligible award will be determined based upon the exchange ratios set forth in Annex A.

     Vesting and Exercise. The new SARs will be completely unvested at the time of grant and will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date. This new vesting period will apply to each new SAR regardless of whether the tendered eligible awards were already vested and regardless of the vesting schedule of the tendered eligible awards. Vesting of the new SARs will be subject to acceleration in cases in which (a) we terminate the employment of a holder for reasons other than “cause” or a Senior Management Member has Good Reason to terminate his or her employment, in either case, within two years after a change in control of RHD, or (b) a holder’s employment terminates due to death, disability or retirement. For Senior Management Members, vesting will also be subject to acceleration upon a change in control of RHD. Your vesting and exercise rights are contingent upon continued employment through the applicable vesting date and, if applicable to you, through the date that stock price appreciation targets are satisfied or deemed satisfied.

     In addition to the three-year service-based vesting requirements for all new SARs, the exercisability of new SARs granted to Senior Management Members also will be conditioned upon the achievement of the following stock price appreciation targets: (a) the first vested tranche of new SARs will not be exercisable by any Senior Management Member until our stock price equals or exceeds $20 per share; (b) the second vested tranche of new SARs will not be exercisable by any Senior Management Member until our stock price equals or exceeds $30 per share; and (c) the third and final vested tranche of new SARs will not be exercisable by any Senior Management Member until our stock price equals or exceeds $40 per share. These stock price appreciation targets will be deemed satisfied if, at any time during the life of the new SARs, the average closing price of our common stock on the New York Stock Exchange during any ten consecutive trading days equals or exceeds the specified target stock price; provided, however, that otherwise vested SARs that do not become exercisable prior to their expiration date due to the failure to achieve these performance conditions will terminate.

     These performance conditions to exercisability of the new SARs granted to Senior Management Members shall be deemed satisfied prior to achievement of the respective stock price appreciation targets, as follows: in the event of (a) involuntary termination of a Senior Management Member by RHD without Cause or voluntary termination by a Senior Management Member for Good Reason, (b) a Change in Control of RHD, or (c) death, disability or retirement of a Senior Management Member, the next higher stock price appreciation target will be deemed satisfied such that new SARs previously not subject to exercise by virtue of not yet having satisfied the next higher stock price appreciation target shall become immediately exercisable. As a result, these events effectively accelerate the exercisability of one-third of the total new SARs granted to each Senior Management Member if any stock price appreciation target has yet to have been met at that time. In the event of involuntary termination of a Senior Management Member by RHD without Cause or voluntary termination by a Senior Management Member for Good Reason within two years following a Change in Control, all stock price appreciation targets will be deemed satisfied such that all new SARs will be immediately exercisable. “Cause,” “Change in Control” and “Good Reason” as used in this paragraph have the meanings given to them under any Senior Management Member’s employment agreement with us, or if none, the severance plan applicable to such Senior Management Member.

     Method of Exercising New SARs. Our SARs, both those tendered for exchange and the new SARs to be issued in exchange, are stock-settled SARs. Accordingly, at exercise, the aggregate net value is converted into a number of shares based on the current market price of our common stock, and this number of shares is delivered to the employee (less any applicable tax withholding). After the new SARs become exercisable, an eligible employee may exercise the new SARs in accordance with the terms of the 2005 Plan and the eligible employee’s new SAR agreement by providing us with (i) a written notice identifying the new SAR and stating what portion of the SAR the eligible employee desires to exercise and (ii) such other documents as we may reasonably request.

     Forfeiture of Award Gains. The 2005 Plan contains certain restrictions, including non-compete, non-solicitation and non-disclosure provisions, that govern the behavior of participants (other than non-employee directors) during their employment with us and for 12 months after termination of their employment. Compliance with these restrictions is a pre-condition to a participant’s right to realize and retain any gain from awards under the 2005 Plan. In the event that a participant fails to comply with these restrictions (a “Forfeiture Event”), we have the

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right to recover all gains derived from 2005 Plan-based awards realized by that participant at any time after the date six months prior to the Forfeiture Event or, after termination of employment, six months prior to the participant’s termination of employment, and to cancel any outstanding awards. The Compensation and Benefits Committee has discretion to waive or modify our right to forfeiture, or to include additional forfeiture provisions in the agreement governing any 2005 Plan award.

     Change in Control. As described above, the service-based vesting for the new SARs will not automatically accelerate upon a change in control, except with respect to SARs held by Senior Management Members, which will become vested in full upon a Change in Control (as defined in the applicable employment agreement or severance plan). In addition, new SARs granted to Senior Management Members will include performance conditions to exercisability that will be deemed satisfied in part upon a Change in Control. A “change in control” for purposes of the 2005 Plan is defined as an acquisition of 20% of the outstanding voting power, a non-approved change in a majority of the Board of Directors, satisfaction of material conditions to merger that substantially displaces our current stockholders, or a sale of substantially all our assets or approval of liquidation.

     Prohibition Against Transfer, Pledge and Attachment. Awards granted under the 2005 Plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of descent and distribution, or to a designated beneficiary upon the participant’s death, except that the Compensation and Benefits Committee may permit transfers of awards other than incentive stock options on a case-by-case basis. Except as may be permitted by the Compensation and Benefits Committee, the new SARs, and the rights and privileges conferred by them, are personal to the eligible employee to whom they are granted and may not be transferred, sold, assigned, pledged, encumbered or hypothecated in any way, and during the eligible employee’s lifetime will be exercisable only by the eligible employee. An eligible employee may transfer a new SAR, and the rights and privileges conferred by it, upon the eligible employee’s death, either by will or under the laws of intestate succession. All transferees will be subject to all of the terms and conditions of the new SARs to the same extent as the eligible employee.

     Adjustments Upon Certain Events. If the outstanding shares of our common stock are changed by reason of any stock split, reverse stock split, stock dividend, reorganization, merger, consolidation, combination, exchange of shares, liquidation, reclassification of shares or other similar change in capitalization or event affecting the common stock, our 2005 Plan administrator will have the authority to appropriately adjust the relevant terms and conditions of outstanding awards.

     Amendment and Termination of 2005 Plan. The Board of Directors may amend, suspend, discontinue or terminate the 2005 Plan or the Compensation and Benefits Committee’s authority to grant awards thereunder without stockholder approval, except as required by law or regulation or under the New York Stock Exchange rules. Unless earlier terminated, the authority of the Compensation and Benefits Committee to make grants under the 2005 Plan will terminate ten years after the latest stockholder approval of the 2005 Plan, and the 2005 Plan will terminate when no shares remain available and we have no further obligation with respect to any outstanding award.

     Rights as Stockholders and Employees. Eligible employees have no rights with respect to any of our common stock underlying outstanding awards until such shares are issued in accordance with the provisions of the 2005 Plan and the applicable new SAR agreement. Nothing in the 2005 Plan confers upon any eligible employee any right to continued employment.

     Tax Consequences. Eligible employees should refer to Section 14 — “Material Tax Consequences” for a discussion of some of the tax consequences of accepting or rejecting this offer to tender eligible awards for cancellation and of the grant of the new SARs under this offer. You should consult with your own tax advisor to determine the specific tax consequences of this offer to you.

     Registration of Underlying Shares. All of the shares of common stock issuable pursuant to the 2005 Plan have been or will be registered under the Securities Act on registration statements on Form S-8 filed with the SEC. Unless you are considered an “affiliate” of RHD, you generally will be able to sell shares issued upon exercise of new SARs free of any transfer restrictions under applicable U.S. securities laws.

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Section 10. Information Concerning RHD; Summary Financial Information.

     About RHD.

     We are a Delaware corporation headquartered at 1001 Winstead Drive, Cary, North Carolina 27513. Our telephone number is (919) 297-1600. Our website is www.rhd.com. Information contained on our website is not a part of, and is not incorporated into this offer to exchange. Our filings with the SEC are available without charge on our website as soon as reasonably practicable after filing. Questions regarding this offer should be directed by e-mail to exchangeprogram@rhd.com.

     We are one of the nation’s largest Yellow Pages and online local commercial search companies, based on revenue, with 2007 revenues of approximately $2.7 billion. We publish and distribute advertiser content utilizing our own Dex brand and three of the most highly recognizable brands in the industry, Qwest, Embarq and AT&T. In 2007, we extended our Dex brand into our AT&T and Embarq markets to create a unified identity for advertisers and consumers across all of our markets. Our Dex brand is considered a leader in local search in the Qwest markets, and we expect similar success in the AT&T and Embarq markets. In each market, we also co-brand our products with the applicable highly recognizable brands of AT&T, Embarq or Qwest, which further differentiates our search solutions from others.

     Our Triple Play^tm integrated marketing solutions suite encompasses an increasing number of tools that consumers use to find the businesses that sell the products and services they need to manage their lives and businesses: print Yellow Pages directories, our proprietary DexKnows.com^tm online search site and the rest of the Internet via Dex Search Marketing^® tools. During 2007, our print and online solutions helped more than 600,000 national and local businesses in 28 states reach consumers who were actively seeking to purchase products and services. Our approximately 1,900 person sales force works on a daily basis to help bring these local businesses and consumers together to satisfy their mutual objectives utilizing our Triple Play products and services.

     During 2007, we published and distributed print directories in many of the country’s most attractive markets including Albuquerque, Chicago, Denver, Las Vegas, Orlando and Phoenix. Our print directories provide comprehensive local information to consumers, facilitating their active search for products and services offered by local merchants.

     Our online products and services provide merchants with additional methods to connect with consumers who are actively seeking to purchase products and services using the Internet. These powerful offerings not only distribute local advertisers’ content to our proprietary Internet Yellow Pages (“IYP”) sites, but extend to other major online search platforms, including Google^®, Yahoo!^® and MSN^®, providing additional qualified leads for our advertisers. Our marketing consultants help local businesses create an advertising strategy and develop a customized media plan that takes full advantage of our traditional media products, our IYP local search site DexKnows.com and our DexNet Internet Marketing services, which include online profile creation for local businesses and broad-based distribution across the Internet through a network of Internet partners and relationships that host our local business listings and content and through search engine marketing and search engine optimization services.

     This compelling set of Triple Play products and services, in turn, generates strong returns for advertisers. This strong advertiser return uniquely positions RHD and its 1,900 person sales force as trusted advisors for marketing support and service in the local markets we serve.

      Financial Information.

     Set forth below is a summary of our financial information. This information is derived from and qualified by reference to our publicly available consolidated and condensed consolidated financial statements and should be read in conjunction with the financial statements, related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which are incorporated herein by reference. Please see Section 17 — “Additional Information” for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

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						Three Months Ended
	Year Ended December 31,					March 31,
	2007		2006			2008			2007
						(unaudited)
			(in thousands, except per share data)
Statement of operations data:
Net revenue	$	2,680,299	$	1,899,297		$	674,654		$	661,296
Operating income (loss)		904,966		442,826			(2,237,606	)		227,978
Net income (loss)		46,859		(237,704	)		(1,623,111	)		15,951
Income (loss) available to common shareholders	$	46,859	$	(208,483	)	$	(1,623,111	)	$	15,951
Earnings (loss) per share:
Basic	$	0.66	$	(3.14	)	$	(23.60	)	$	0.23
Diluted	$	0.65	$	(3.14	)	$	(23.60	)	$	0.22
Shares used in computing earnings (loss) per share:
Basic		70,932		66,448			68,778			70,663
Diluted		71,963		66,448			68,778			72,003
Balance sheet data:
Current assets	$	1,467,191	$	1,532,225		$	1,472,368		$	1,458,016
Total assets		16,089,093		16,147,468			13,518,895			15,978,274
Current liabilities		1,778,731		2,009,218			1,759,153			1,897,153
Total liabilities		14,266,357		14,326,712			13,335,891			14,118,738
Total shareholders’ equity		1,822,736		1,820,756			183,004			1,859,536

     RHD’s book value per share as of March 31, 2008 was $2.66. Book value per share is the value of our total shareholders’ equity divided by the number of our issued and outstanding common shares, which at March 31, 2008 was 68,788,331 shares.

Section 11. Interests of Directors and Officers; Transactions and Arrangements Concerning Any Securities of RHD.

     Our executive officers who hold eligible awards are eligible to participate in the offer on the same terms and conditions as all eligible employees, except that additional performance conditions to exercisability will apply to new SARs granted to Senior Management Members (as described in Section 9 — “Source and Amount of Consideration; Terms of New SARs”). As of May 23, 2008, our executive officers held equity awards covering 5,284,576 shares of our common stock, or approximately 62% of the total number of shares underlying all outstanding equity awards. As of May 23, 2008 these individuals held eligible awards covering 3,446,576 shares of our common stock, or approximately 58% of the total number of shares underlying all outstanding eligible awards. We expect the following executive officers to tender the number of shares underlying eligible awards set forth below pursuant to the offer:

	Shares Underlying
Name	Eligible Awards
David C. Swanson	1,461,516
Peter. J. McDonald	693,424
Steven M. Blondy	469,873
George F. Bednarz	294,139
Tyler D. Gronbach	29,366
Margaret LeBeau	155,908
Gretchen K. Zech	42,497
Jenny L. Apker	64,625
Robert J. Bush	218,998
R. Barry Sauder	16,230

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     Assuming maximum participation by all eligible employees, including executive officers, these executive officers would hold approximately 56% of the new SARs granted in connection with the offer if they participate. Non-employee directors are not eligible to participate in the offer.

     The following table sets forth, as of May 23, 2008, the names of the members of the Board of Directors and executive officers of RHD, their positions and offices, the number of shares subject to outstanding stock options and SARs beneficially owned by each director or executive officer under the Plans and the percentage such options and SARs represent of all shares subject to outstanding options and SARs granted under the Plans:

				Percentage of All
		Shares Subject to		Shares Subject to
		Options and SARs		Outstanding Options
		Granted Under		and SARs under the
Name and Address (1)	Position(s) and Office(s)	the Plans		Plans (2)
David C. Swanson	Chairman and Chief		2,261,516		26.44	%
	Executive Officer
Peter. J. McDonald	President and Chief		1,013,424		11.85	%
	Operating Officer
Steven M. Blondy	Executive Vice President		789,873		9.24	%
	and Chief Financial Officer
George F. Bednarz	Senior Vice President —		464,139		5.43	%
	Operations
Tyler D. Gronbach	Senior Vice President —		69,366		0.81	%
	Corporate Communications
	and Administration
Mark W. Hianik	Senior Vice President —		70,000		0.82	%
	General Counsel and
	Corporate Secretary
Margaret LeBeau	Senior Vice President and		205,908		2.41	%
	Chief Marketing Officer
Gretchen K. Zech	Senior Vice President —		92,497		1.08	%
	Human Resources
Jenny L. Apker	Vice President and Treasurer		78,625		0.92	%
Robert J. Bush	Vice President and		218,998		2.56	%
	Assistant Corporate
	Secretary
R. Barry Sauder	Vice President, Corporate		20,230		0.24	%
	Controller and Chief
	Accounting Officer
Michael P. Connors	Director		4,500		0.05	%
Nancy E. Cooper	Director		10,500		0.12	%
Robert Kamerschen	Director		19,862		0.23	%
Thomas J. Reddin	Director		3,000		0.04	%
Alan F. Schultz	Director		6,000		0.07	%
David M. Veit	Director		10,500		0.12	%
Barry Lawson Williams	Director		13,500		0.16	%
Edwina Woodbury	Director		7,500		0.09	%
All directors and			5,359,938		62.67	%
executive officers as a group (19 persons)

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(1)	The address of each member of the Board of Directors and executive officer is care of R.H. Donnelley Corporation, 1001 Winstead Drive, Cary, NC 27513.
(2)	Based on 8,552,693 shares subject to outstanding options and SARs under the Plans as of May 23, 2008.

     We have entered into equity award agreements with each of our directors and executive officers and, consistent with past practice, we expect that our executive officers and directors, as well as many of the eligible employees, will receive additional equity award grants in the future. Based on our records, and on information provided to us by our directors and executive officers, to the best of our knowledge, no transactions involving stock options and SARs granted under the Plans have been effected with our directors or executive officers during the 60 days prior to the date hereof, other than the following:

• On May 1, 2008, we granted to Mark W. Hianik SARs covering 70,000 shares of common stock with an exercise price of $4.995 per share. These SARs vest and become exercisable in 33.3% increments annually commencing on the anniversary of the grant date.

• On May 15, 2008, we granted to each of Michael P. Connors, Nancy E. Cooper, Robert Kamerschen, Thomas Reddin, Alan F. Schultz, David M. Veit, Barry Lawson Williams and Edwina D. Woodbury, who are our non-employee directors, a non-qualified stock option to purchase 1,500 shares of our common stock with an exercise price of $6.89 per share. The option vests and becomes exercisable in equal increments on the day immediately preceding each of the next three annual meetings of stockholders.

Section 12. Status of Eligible Awards Acquired by Us in this Offer; Accounting Consequences of this Offer.

     Eligible awards that we accept for exchange and acquire pursuant to this offer will be cancelled and will no longer be outstanding for any purpose. The shares of common stock subject to the cancelled awards will be returned to the pool of common stock available for future award grants under the 2005 Plan. To the extent such shares are not reserved in connection with this offer, they will be available for future grants under the 2005 Plan without further stockholder action, except as may be required by applicable law or the rules of the New York Stock Exchange or any other stock exchange or automated quotation system on which our common stock is then quoted or listed.

     Under the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” the grant of new SARs with a fair value in excess of the aggregate fair value of the tendered eligible awards results in additional compensation expense to us. The amount of this expense, if any, will be determinable only at the time new SARs are granted following the expiration of the offer. If the exchange program had been consummated at May 23, 2008, assuming a full exchange of all eligible awards at the stated exchange ratios, and a grant price of $5.18 per share for the new SARs, approximately $2.9 million of additional compensation expense would be recognized over the three-year service period of the new SARs (subject to any accelerated vesting of the new SARs). The compensation expense related to tendered eligible awards will continue to be recognized over the original service period of those awards, but will not be accelerated by the exchange program.

Section 13. Legal Matters; Regulatory Approvals.

     We are not aware of any material pending or threatened legal actions or proceedings relating to the offer. We are not aware of any margin requirements or anti-trust laws applicable to this offer. We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of eligible awards and issuance of new SARs as contemplated by this offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our new SARs as contemplated herein. Should any such approval or other action be required, we presently contemplate that we will use commercially reasonable efforts to seek such approval or take such other action. We cannot assure you that any such approval or other action, if needed, would be obtained without substantial conditions or at all or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under this offer to accept tendered

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eligible awards for exchange and to issue new SARs for tendered eligible awards is subject to the conditions described in Section 7 — “Conditions of this Offer.”

Section 14. Material Tax Consequences.

     The following is a general summary of the material U.S. federal income tax consequences of the exchange of eligible awards and the grant of new SARs pursuant to the offer. This discussion is based on the Code, its legislative history, Treasury Regulations and administrative and judicial interpretations as of the date of this offer, all of which may change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all eligible employees. If you are a citizen or resident of a country other than the country in which you work, or are subject to the tax laws of more than one country, or change your residence or citizenship during the term, the information contained in this summary may not be applicable to you.

     WE ADVISE ALL ELIGIBLE EMPLOYEES WHO MAY CONSIDER EXCHANGING THEIR ELIGIBLE AWARDS TO MEET WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

     We believe that if you exchange your eligible awards for new SARs, you will not be required under current law to recognize income for U.S. federal income tax purposes at the time of the exchange or when the new SARs are granted. Except as described below, we believe that your election not to participate in the exchange program will not give rise to any tax consequences to you.

     Please review the discussion above under “Risk Factors — Tax-Related Risks” for information concerning the possibility that, even if you elect not to participate in the exchange, the holding period for tax purposes of any incentive stock options you hold may be adversely affected. If you elect not to participate in the exchange and your eligible awards include incentive stock options, you may be able to preclude the possibility of modification described under “Risk Factors — Tax-Related Risks” by affirmatively indicating that you intend not to tender these awards within the initial 30-day offering period. You can do this by delivering a properly completed and duly executed rejection form by hand, by interoffice mail, by regular or overnight mail, or by facsimile to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

     Incentive Stock Options. If you tender eligible awards that are incentive stock options and those eligible awards are accepted for exchange, the new SARs will be granted as non-qualified awards.

     Non-qualified Awards. Your new SARs will be non-qualified awards regardless of whether your exchanged eligible awards were incentive or non-qualified stock options or SARs. Generally, an eligible employee will not recognize ordinary compensation income upon the grant of a non-qualified award. However, an eligible employee generally will recognize ordinary compensation income upon the exercise of a non-qualified award in an amount equal to the fair market value of the shares acquired through the exercise of the SAR on the exercise date. Your holding period for the shares acquired through exercise of the SAR will begin on the date of exercise.

     An eligible employee will have a tax basis for any shares subject to a non-qualified award equal to the income recognized upon the exercise of the SAR. Upon selling shares acquired upon exercise of a non-qualified award, an eligible employee generally will recognize capital gain or loss in an amount equal to the difference between the sale price of the shares acquired through exercise of the non-qualified award and the eligible employee’s tax basis in such shares. This capital gain or loss will be long-term capital gain or loss if the eligible employee has held the shares acquired through exercise of the non-qualified award for more than one year prior to the date of the sale and will be a short-term capital gain or loss if the eligible employee has held such shares for a shorter period.

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     Tax Consequences to Us. The grant of an SAR by us will have no tax consequences to us. However, subject to Code Section 162(m) and certain reporting requirements, we generally will be entitled to a business-expense deduction upon the exercise of a non-qualified award in an amount equal to the amount of ordinary income attributable to an eligible employee upon exercise, but no deduction relating to an eligible employee’s capital gains.

     Withholding Taxes. We will withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld by any governmental authority or law with respect to ordinary compensation income recognized with respect to the exercise of a non-qualified award by an eligible employee who has been employed by us. We will require any such eligible employee to make arrangements to satisfy this withholding obligation prior to the delivery of transfer of any certificate for our common stock.

Section 15. Extension of Offer; Termination; Amendment.

     We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event listed in Section 7 — “Conditions of the Offer” has occurred or is deemed by us to have occurred, to extend the period of time during which the offer is open and thereby delay accepting any eligible awards tendered to us by giving oral, written or electronic notice of the extension to eligible employees or making a public announcement thereof. If the offer is extended, we will provide appropriate notice of the extension no later than 9:00 a.m. Eastern Daylight Time on the next business day following the previously scheduled expiration date.

     We also expressly reserve the right, in our reasonable judgment, prior to the expiration date, to terminate or amend the offer and to postpone our acceptance and cancellation of any eligible awards tendered for exchange upon the occurrence of any of the conditions specified in Section 7 — “Conditions of the Offer,” by disseminating notice of the termination or postponement to the eligible employees by public announcement, oral, written or electronic notice or otherwise as permitted by applicable law. Our reservation of the right to delay our acceptance and cancellation of eligible awards tendered for exchange may be limited by rules promulgated under the Exchange Act, which require that we must pay the consideration offered or return the eligible awards tendered promptly after termination or withdrawal of a tender offer.

     Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Section 7 — “Conditions of the Offer,” has occurred or is deemed by us to have occurred, to amend the offer in any respect. Amendments to the offer may be made at any time and from time to time. Any notice of such amendment required pursuant to the offer or applicable law will be disseminated promptly to eligible employees in a manner reasonably designed to inform eligible employees of such change and filed with the SEC as an amendment to the Schedule TO. We have no obligation to publish, advertise or otherwise communicate any such notice except as required or permitted by applicable law.

     If we materially change the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will extend the offer to the extent required by rules promulgated under the Exchange Act. In addition, if we decide to take either of the following actions, we will publish notice or otherwise inform you in writing of such action and keep the offer open for at least 10 business days after the date of such notification:

(a)	we amend the exchange ratio for any tranche of the eligible awards; or
(b)	we increase or decrease the number of eligible awards that may be tendered in the offer.

Section 16. Fees and Expenses.

     We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of eligible awards pursuant to this offer. You will be responsible for any expenses incurred by you in connection with your election to participate in this offer, including, but not limited to, mailing, faxing and telephone expenses, as well as any expenses associated with any tax, legal or other advisor consulted or retained by you in connection with this offer.

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Section 17. Additional Information.

     With respect to this offer to exchange, we have filed with the SEC a Tender Offer Statement on Schedule TO, as it may be amended, of which this offer to exchange is a part. This offer to exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials which we have filed with the SEC, before making a decision as to whether or not to tender your eligible awards:

(a)	our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on March 13, 2008;
(b)	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 8, 2008:
(c)	our definitive Proxy Statement on Schedule 14A for our annual meeting of stockholders, filed with the SEC on April 14, 2008;
(d)	the description of our common stock in our Registration Statement on Form S-3, filed with the SEC on November 28, 1986; and
(e)	all other documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act since the end of the fiscal year covered by our Annual Report referred to in (a) above and after the date of this offer to exchange until the expiration of the offer.

     These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the public reference room maintained by the SEC at:

100 F Street, N.E.
Room 1580
Washington, D.C. 20549

     You may obtain information on the operation of the public reference room by calling the SEC at (800) SEC-0330. Our SEC filings are also available to the public on the SEC’s website at www.sec.gov and our website at www.rhd.com.

     We will also provide without charge to each person to whom we deliver a copy of this offer to exchange, upon such person’s written or oral request, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to:

R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Attention: Investor Relations
Telephone: (800) 497-6329

     As you read the documents listed in this Section 17 — “Additional Information,” you may find some inconsistencies in information from one document to another. Should you find inconsistencies between the documents or between a document and this offer to exchange, you should rely on the statements made in the most recent document.

     The information about us contained in this offer to exchange should be read together with the information contained in the documents to which we have referred you.

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Section 18. Forward-Looking Statements.

     This offer to exchange and our SEC reports referred to above include “forward-looking statements.” These statements relate to future events or our future financial performance and reflect our current expectations and projections about our future operating results, performance, business plans or prospects. In some cases you can identify forward-looking statements by terms such as “may,” “will,” “plan,” “expect,” “anticipate,” “believe,” “intend,” “predict,” “potential,” “could,” “should” and “estimate,” or the negative of those words and other comparable expressions. These forward-looking statements are based on information currently available to us and are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, business plans or prospects to differ materially from those expressed in, or implied by, these forward-looking statements. These factors include, among other things, those listed in our most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Section 19. Miscellaneous.

     We are not aware of any jurisdiction where the making of this offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this offer is not in compliance with applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, this offer will not be made to, nor will tenders be accepted from or on behalf of, eligible employees residing in such jurisdiction.

     WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR ELIGIBLE AWARDS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED DOCUMENTS. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

R.H. Donnelley Corporation
June 12, 2008

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ANNEX A
Exchange Ratios by Tranche

     This Annex A lists the exchange ratio applicable to each tranche of options and SARs eligible for exchange in the offer. A tranche is a group of all eligible awards with the same grant date, exercise price and expiration date. These tranches are grouped for your convenience as to whether they represent:

• grants under the RHD plans, which include the R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan, R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan, the 2005 Plan, the R.H. Donnelley Corporation 2001 Partnershare Plan and the R.H. Donnelley Corporation 1998 Partnershare Plan;

• grants under the Dex Media, Inc. plans, which include the Dex Media, Inc. 2004 Incentive Award Plan and the Dex Media, Inc. 2002 Stock Option Plan; or

• grants under the Business.com, Inc. 2004 Stock Option Plan.

R.H. Donnelley Stock Plans

Senior Management Members(1)

					Exchange Ratio of
Eligible Awards					Eligible Awards to
Grant Date	Expiration Date	Exercise Price			New SARs
8/1/2007	8/1/2014	$	64.18		2.659 to 1
5/1/2007	4/30/2014		77.96		2.541 to 1
2/27/2007	2/27/2014		74.31		2.597 to 1
7/10/2006	7/10/2013		54.33		2.615 to 1
6/12/2006	6/12/2013		53.42	*	2.649 to 1
2/21/2006	2/21/2013		64.26	*	3.274 to 1
11/7/2005	11/7/2012		62.44		3.583 to 1
10/17/2005	10/17/2012		62.34		3.660 to 1
10/3/2005	10/3/2012		65.00		3.831 to 1
2/24/2005	2/24/2012		59.00		3.467 to 1
1/10/2005	1/10/2012		56.72		3.569 to 1
7/28/2004	7/28/2011		41.58		3.555 to 1
2/26/2004	2/26/2011		41.10		4.465 to 1
9/9/2003	9/9/2010		10.78	*	2.064 to 1
11/8/2002	11/8/2009		10.78	*	2.731 to 1
10/25/2002	10/25/2009		25.54		7.031 to 1
5/1/2002	5/1/2012		29.51		2.151 to 1
3/1/2002	3/1/2012		28.75		2.231 to 1
2/13/2002	2/13/2012		26.59		2.174 to 1
5/22/2001	5/22/2011		29.12		3.005 to 1
1/31/2001	1/31/2011		24.75		3.090 to 1
2/22/2000	2/22/2010		16.53		3.261 to 1
7/14/1998	7/14/2008		15.31		4,626.562 to 1

(1) Includes grants under the RHD plans and the Dex Media, Inc. plans (indicated by *). “Senior Management Members” are our “named executive officers” listed in the “Summary Compensation Table — Fiscal 2007” in our proxy statement for our 2008 annual meeting of stockholders, three other members of our executive committee and our three general managers of sales. All eligible awards held by Senior Management Members are included on this table, and Senior Management Members should only use this table with respect to identifying the exchange ratios applicable to their eligible awards.

A-1

Other Eligible Employees

				Exchange Ratio of
Eligible Awards				Eligible Awards to New
Grant Date	Expiration Date	Exercise Price		SARs
2/1/2008	2/1/2015	$	29.79	1.873 to 1
1/2/2008	1/2/2015		36.47	2.059 to 1
12/3/2007	12/3/2014		43.94	2.267 to 1
10/9/2007	10/9/2014		61.68	2.761 to 1
10/1/2007	10/1/2014		56.03	2.641 to 1
8/1/2007	8/1/2014		64.18	2.952 to 1
7/2/2007	7/2/2014		75.66	3.311 to 1
2/27/2007	2/27/2014		74.31	2.883 to 1
2/21/2006	2/21/2013		64.26	3.635 to 1
1/3/2006	1/3/2013		61.29	3.701 to 1
10/31/2005	10/31/2012		61.95	3.983 to 1
10/3/2005	10/3/2012		63.49	4.182 to 1
10/3/2005	10/3/2012		65.00	4.253 to 1
9/19/2005	9/19/2012		64.95	4.321 to 1
7/1/2005	7/1/2012		62.13	4.601 to 1
4/1/2005	4/1/2012		57.93	3.635 to 1
2/24/2005	2/24/2012		59.00	3.849 to 1
1/3/2005	1/3/2012		58.78	4.101 to 1
10/1/2004	10/1/2011		49.45	4.106 to 1
7/28/2004	7/28/2011		41.58	3.947 to 1
7/1/2004	7/1/2011		43.85	4.272 to 1
4/1/2004	4/1/2011		46.58	5.193 to 1
3/29/2004	3/29/2011		43.05	4.872 to 1
2/26/2004	2/26/2011		41.10	4.957 to 1
10/9/2003	10/9/2010		39.21	6.205 to 1
8/4/2003	8/4/2010		39.20	7.222 to 1
7/23/2003	7/23/2010		36.29	6.827 to 1
5/27/2003	5/27/2010		35.23	5.963 to 1
2/12/2003	2/12/2010		30.36	6.774 to 1
10/25/2002	10/25/2009		25.54	7.807 to 1
2/13/2002	2/13/2012		26.59	2.413 to 1
3/16/2001	3/16/2011		26.45	3.392 to 1
1/31/2001	1/31/2011		24.75	3.430 to 1
2/22/2000	2/22/2010		16.53	3.620 to 1
2/23/1999	2/23/2009		15.22	11.254 to 1
7/14/1998	7/14/2008		15.31	5,136.660 to 1

Dex Media, Inc. Plans

				Exchange Ratio of
Eligible Awards				Eligible Awards to New
Grant Date	Expiration Date	Exercise Price		SARs
7/2/2007	7/2/2014	$	75.66	3.311 to 1
6/1/2007	6/1/2014		78.01	2.761 to 1
5/1/2007	5/1/2014		77.96	2.820 to 1
4/2/2007	4/2/2014		70.91	2.744 to 1
4/2/2007	4/2/2014		71.52	2.756 to 1
2/27/2007	2/27/2014		74.31	2.883 to 1

A-2

				Exchange Ratio of
Eligible Awards				Eligible Awards to New
Grant Date	Expiration Date	Exercise Price		SARs
11/1/2006	11/1/2013		59.86	2.807 to 1
10/2/2006	10/2/2013		52.89	2.688 to 1
9/1/2006	9/1/2013		53.90	2.778 to 1
8/3/2006	8/3/2013		51.84	2.779 to 1
5/18/2006	5/18/2013		64.26	3.344 to 1
3/1/2006	3/1/2013		61.07	3.485 to 1
2/21/2006	2/21/2013		64.26	3.635 to 1
2/8/2006	2/8/2013		63.65	3.660 to 1
2/1/2006	2/1/2013		64.77	3.729 to 1
7/17/2005	7/17/2012		57.94	4.282 to 1
5/20/2005	5/20/2012		50.43	3.157 to 1
2/1/2005	2/2/2012		55.25	3.785 to 1
12/14/2004	12/14/2011		57.98	4.167 to 1
3/4/2004	3/4/2011		10.78	1.976 to 1

Business.com, Inc. Plan

				Exchange Ratio of
Eligible Awards				Eligible Awards to New
Grant Date	Expiration Date	Exercise Price		SARs
8/23/2007	8/23/2014	$	18.22	1.660 to 1
8/23/2007	8/23/2014		60.66	2.821 to 1

A-3

EX-99.(A)(1)(II)

Exhibit (a)(1)(ii)

June 12, 2008

TO: R.H. Donnelley Corporation Employees Eligible for the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights

          R.H. Donnelley Corporation (“RHD”) is offering eligible employees a one-time opportunity to exchange certain outstanding options to purchase shares of its common stock, par value $1.00 per share, and stock appreciation rights with respect to its common stock (“SARs”) for new SARs covering fewer shares with an exercise price based on the market price of its common stock on the trading date immediately preceding the date of grant, subject to new vesting terms (the “exchange program”). Options and SARs eligible for exchange in the exchange program (“eligible awards”) include outstanding options and SARs with exercise prices no less than $10 per share granted under any of the following plans:

• R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan;

• R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan;

• R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan;

• Dex Media, Inc. 2004 Incentive Award Plan;

• Dex Media, Inc. 2002 Stock Option Plan;

• R.H. Donnelley Corporation 2001 Partnershare Plan;

• R.H. Donnelley Corporation 1998 Partnershare Plan; and

• Business.com, Inc. 2004 Stock Option Plan.

          RHD is making this offer upon the terms and subject to the conditions described in the enclosed offer to exchange, election form and notice of withdrawal (which together with this cover letter, as they may be amended or supplemented from time to time, constitute the “offer to exchange”).

In connection with this offer, enclosed please find the following items:

1. Offer to Exchange — This document describes the terms and conditions of the exchange program and related information.

2. Election Form — This is the form you must properly complete and timely return if you elect to participate in the exchange program. RHD will only accept delivery of an election form that has been fully completed and delivered in the manner indicated on the face of the election form. The election form is printed on blue paper.

3. Notice of Withdrawal — This is the form you must properly complete and timely return if you want to withdraw eligible awards you previously tendered for exchange in the exchange program. The notice of withdrawal is printed on green paper.

4. Rejection Form. This is the form you may complete and return if you want to affirmatively decline to participate in the exchange program. You are not required to return this form if you do not wish to participate; however, holders of incentive stock options who do not want to participate in the exchange program may wish to return this form to help preserve the tax treatment of their incentive stock options, as described in the offer to exchange. The rejection form is printed on yellow paper.

5. Individual Award Statement — This statement lists all of your eligible awards, the applicable exchange ratios and the number of new SARs you will receive if you elect to participate in the exchange program.

          Unless RHD extends it, the offer will expire at 12:00 midnight Eastern Daylight Time on July 10, 2008 (the “expiration date”).

          You are eligible to participate in the offer (an “eligible employee”) if you are an employee of RHD or one of its subsidiaries on the date of the offer. Additionally, an eligible employee who tenders his or her eligible awards for exchange must be an employee on the date that the new SARs are granted (the “grant date”) in order to receive the new SARs. If your employment with RHD terminates for any reason or you receive or submit a notice of termination after you tender eligible awards for exchange in this offer, but before the tendered awards are accepted and cancelled and the new SARs are granted, your tender will automatically be deemed withdrawn and you will not participate in the exchange program. The term “tender” describes your act of requesting that we exchange your eligible awards for new SARs as described in the offer to exchange.

          If you want to participate in the exchange program, you must tender all of your eligible awards. If you do not complete and return the enclosed election form for receipt by the expiration date, you will be deemed to have rejected the offer to exchange your eligible awards.

          If you validly tender eligible awards for exchange and cancellation, and such eligible awards are accepted and cancelled as described in the offer to exchange, you will receive a number of new SARs calculated pursuant to exchange ratios set by the Compensation and Benefits Committee of RHD’s Board of Directors for each tranche of eligible awards. A tranche is a group of awards which all have the same grant date, exercise price and expiration date. The tranches of eligible awards and their applicable exchange ratios are set forth in the enclosed offer to exchange. In addition, your individual award statement identifies your eligible awards, the applicable exchange ratio for each tranche and the number of new SARs you will receive if you elect to participate in the exchange program.

          Please read the information provided in the enclosed documents and carefully consider your decision before accepting or rejecting the offer. Participation in the exchange program is completely voluntary. You must make your own informed decision whether to exchange your eligible awards. Participation in this offer involves certain risks that are discussed in the documents referenced above. You should read these materials carefully and understand all aspects of this offer before deciding whether to participate. In addition, you should consult your

2

personal outside advisor(s) if you have questions about your financial or tax situation. Neither RHD nor the Compensation and Benefits Committee nor RHD’s Board of Directors makes any recommendation as to whether you should tender, or refrain from tendering, your eligible awards for exchange in the offer. You must make your own decision whether to tender your eligible awards.

          If you have any questions regarding the exchange program or the enclosed materials, please direct them via e-mail to exchangeprogram@rhd.com.

3

EX-99.(A)(1)(III)

Exhibit (a)(1)(iii)

R.H. DONNELLEY CORPORATION
OFFER TO EXCHANGE

ELECTION FORM

     To elect to participate in the offer to exchange described in the R.H. Donnelley Corporation Offer to Exchange dated June 12, 2008, or to change an election to participate bearing an earlier date and time, you must (1) sign this form and write the date and time beside your signature, and (2) deliver this form as directed below for receipt by no later than the expiration of the offer. Unless we extend it, the offer will expire at 12:00 midnight Eastern Daylight Time on July 10, 2008.

     This election will not be effective unless it is properly completed, signed and timely delivered by hand, by interoffice mail, by regular or overnight mail, or by facsimile for receipt prior to the expiration of the offer to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

*      *      *      *      *

     I have received the offer to exchange and ELECT TO PARTICIPATE in the offer. I understand that:

• this election is voluntary;

• I agree to cancel all of my outstanding options to purchase shares of RHD common stock, par value $1.00 per share, and stock appreciation rights with respect to shares of RHD common stock (“SARs”) with exercise prices no less than $10 per share granted under the

o R.H. Donnelley Corporation 1991 Key Employees’ Stock Option Plan,

o R.H. Donnelley Corporation 2001 Stock Award and Incentive Plan,

o R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan,

o Dex Media, Inc. 2004 Incentive Award Plan,

o Dex Media, Inc. 2002 Stock Option Plan,

o R.H. Donnelley Corporation 2001 Partnershare Plan,

o R.H. Donnelley Corporation 1998 Partnershare Plan, and

o Business.com, Inc. 2004 Stock Option Plan

for new SARs, based on the applicable exchange ratios set forth in the offer to exchange, with new vesting terms and an exercise price equal to the average of the high and low market prices of RHD’s common stock as reported by the New York Stock Exchange on the trading date immediately preceding the date the new SARs are granted;

• my new SARs will have a stated expiration date of seven years after the grant date, vest as to one-third of the underlying shares on each of the first three anniversaries after the grant date and be subject to the other terms and conditions described in the offer to exchange; and

• unless I remain employed by RHD or one of its subsidiaries as of the grant date of the new SARs, I will not receive the new SARs.

     Signature Instructions: You must complete and sign this election form exactly as your name appears on the award agreement(s) evidencing the outstanding options and/or SARs you are tendering. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, or another person acting in a fiduciary or representative capacity, please set forth the signer’s full title and include with this election form proper evidence of the authority of such person to act in such capacity.

Date	Signature
Time	Employee Name (please print)

EX-99.(A)(1)(IV)

Exhibit (a)(1)(iv)

R.H. DONNELLEY CORPORATION
OFFER TO EXCHANGE

REJECTION FORM

     You are not required to return this form if you do not wish to exchange your eligible awards in the offer and your eligible awards will remain in full force and effect at their original exercise price and on their original terms and conditions. However, if your eligible awards include incentive stock options, you may be able to preclude the possibility of modification of the holding period of those options for tax purposes by completing this form and returning it as described below. See “Tax-Related Risks” in the R.H. Donnelley Corporation Offer to Exchange dated June 12, 2008 for more information.

     To affirmatively decline to participate in the exchange program described in the Offer to Exchange, you may (1) sign this form and write the date and time beside your signature, and (2) deliver this form by hand, by interoffice mail, by regular or overnight mail, or by facsimile for receipt by no later than the expiration date of the offer, as it may be extended, or July 12, 2008, whichever comes first, to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

* * * * *

     I have received the offer to exchange and DECLINE TO PARTICIPATE in the offer. By rejecting the offer, I will not receive any new stock appreciation right(s) (“SARs”) under the exchange program, and I will keep my current option(s) and/or SAR(s).

     Signature Instructions: You must complete and sign this rejection form exactly as your name appears on the award agreement(s) evidencing the outstanding options and/or SARs you are tendering. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, or another person acting in a fiduciary or representative capacity, please set forth the signer’s full title and include with this rejection form proper evidence of the authority of such person to act in such capacity.

Date	Signature
Time	Employee Name (please print)

EX-99.(A)(1)(V)

Exhibit (a)(1)(v)

R.H. DONNELLEY CORPORATION
OFFER TO EXCHANGE

NOTICE OF WITHDRAWAL

     If you elect to participate in the exchange program described in the R.H. Donnelley Corporation Offer to Exchange dated June 12, 2008, and subsequently decide to decline to participate, you can withdraw your election to participate at any time before the offer expires at 12:00 midnight Eastern Daylight Time on July 10, 2008. If we extend the offer beyond that time, you may withdraw your election to participate at any time before the expiration of the extended expiration date.

     To withdraw your election to participate, you must (1) sign this form and write the date and time beside your signature, and (2) deliver this form as directed below for receipt by 12:00 midnight Eastern Daylight Time on July 10, 2008, unless we extend the offer.

     This notice of withdrawal will not be effective unless it is properly completed, signed and timely delivered by hand, by interoffice mail, by regular or overnight mail, or by facsimile for receipt prior to the expiration of the offer to:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

* * * * *

     I have received the offer to exchange and ELECT NOT TO PARTICIPATE in the offer. I hereby withdraw any and all elections by me to participate that bear an earlier date and time. By rejecting the offer, I will not receive any new stock appreciation rights (“SARs”) under the exchange program, and I will keep my current option(s) and/or SAR(s).

     Signature Instructions: You must complete and sign this notice of withdrawal exactly as your name appears on the award agreement(s) evidencing the outstanding options and/or SARs you previously tendered in your election form. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, or another person acting in a fiduciary or representative capacity, please set forth the signer’s full title and include with this notice of withdrawal proper evidence of the authority of such person to act in such capacity.

Date	Signature
Time	Employee Name (please print)

EX-99.(A)(1)(VI)

Exhibit (a)(1)(vi)

R.H. DONNELLEY CORPORATION
OFFER TO EXCHANGE

FORM OF COMMUNICATION TO ELIGIBLE EMPLOYEES
REJECTING THE ELECTION FORM
UNDER THE OFFER TO EXCHANGE

To:	[Name of Tendering RHD Eligible Employee]
From:	Stock Plan Administrator
Date:	[Date of Transmission]
Re:	Rejected Election Form Under the Offer to Exchange

     Unfortunately, your election form regarding our offer to exchange was either inaccurate or incomplete and was not accepted. [Reasons for rejection to be described].

     If you wish to participate in the offer to exchange, please complete and execute the attached new election form and send it as soon as possible to the attention of:

Exchange Program
R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513
Fax No. (919) 297-1212

     We must receive the election form before the offer expires. Unless we extend it, the offer will expire at 12:00 midnight Eastern Daylight Time on July 10, 2008. If you have any questions, please direct your questions via e-mail to exchangeprogram@rhd.com.

EX-99.(A)(1)(VII)

Exhibit (a)(1)(vii)

R.H. DONNELLEY CORPORATION
OFFER TO EXCHANGE

INDIVIDUAL AWARD STATEMENT

June 12, 2008

[Employee name and address]

					Number of Shares Underlying New
					SARs You Will Receive if Your
	Total Number of Shares Subject to	Expiration		Exchange	Eligible Awards Are Exchanged
Grant Date	Your Eligible Options/SARs	Date	Exercise Price	Ratio	in the Exchange Program
			$
				Total

IMPORTANT: Please carefully review the Offer to Exchange Certain Outstanding Stock Options and Stock Appreciation Rights for New Stock Appreciation Rights, dated June 12, 2008, the election form, the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan, the applicable form of SAR agreement, and the above information about your eligible awards. If you think the information regarding your eligible awards is incorrect, or if you have any questions about the offer, please send an e-mail to: exchangeprogram@rhd.com.

EX-99.(A)(1)(VIII)

Exhibit (a)(1)(viii)

STOCK APPRECIATION RIGHTS GRANT AGREEMENT

     STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this SAR Agreement.

     In consideration of the tender by Participant of certain outstanding options and/or stock appreciation rights in the Company’s Exchange Program, which tender has been accepted as of the Grant Date, and the mutual covenants hereinafter set forth and for other good and valuable consideration, the validity and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereunder, agree as follows:

     1. Grant of SAR. The Company hereby grants to the Participant the right to receive the aggregate dollar value of appreciation (collectively, “Appreciation”) in the Fair Market Value of the Company’s Common Stock on the number of shares (the “Granted Shares”) specified on Annex A, computed as the excess of (a) the aggregate Fair Market Value of the Granted Shares on the Exercise Date (as defined below) (the “Appreciation Price”) over (b) the aggregate Fair Market Value of the Granted Shares on the Grant Date (the “Grant Price”). This grant shall be referred to as the SAR. Such Appreciation shall not be payable in cash, but rather shall be payable only in Paid Shares (as defined below) following the withholding of Shares to satisfy mandatory tax withholding obligations. This SAR is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and conditions of the 2005 Plan (which terms and conditions are and automatically shall be incorporated herein by reference and made a part hereof and shall control in the event of any conflict with any terms of this SAR Agreement).

     2. Term. Unless earlier terminated pursuant to the 2005 Plan or this SAR Agreement, this SAR shall expire on the expiration date specified on Annex A (the “Expiration Date”), which is the seventh anniversary of the Grant Date. This SAR shall not be exercisable on or after the Expiration Date.

     3. Vesting and Exercisability of SAR. As set forth on Annex A, this SAR will vest in three equal installments of the Shares on each of the first three anniversaries of the Grant Date, so that this SAR shall be vested as to all Shares on the last such anniversary. Any portion of this SAR that becomes vested in accordance with the foregoing shall remain vested and shall be exercisable, subject to the 2005 Plan or this SAR Agreement (including without limitation Paragraph 7), until the earlier of the Expiration Date or other termination of this SAR in accordance with the 2005 Plan and this SAR Agreement. Prior to the exercise of this SAR and delivery of the resulting Paid Shares (as defined below), the Participant shall not have any rights of a stockholder with respect to this SAR or the Shares subject to this SAR.

 

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     4. Method of Exercising SAR.

     (a) Subject to the terms and conditions of the 2005 Plan and this SAR Agreement, this SAR may be exercised upon written notice to the Company at its principal office, which is currently located at 1001 Winstead Drive, Cary, NC, 27513. Such notice (a suggested form of which is attached as Annex B) shall state the Participant’s election to exercise this SAR and the number of Granted Shares with respect to which it is being exercised, and shall be signed by the Participant (or permitted assignee or legal representative).

     (b) Upon receipt of such notice, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing (a) such number of Shares calculated by dividing (i) the portion of the Appreciation applicable to the number of Granted Shares to which this SAR is appropriately exercised by (ii) the Fair Market Value of R. H. Donnelley Common Stock on the date such notice was received by the Company (the “Exercise Date”), less (b) any shares withheld to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this SAR, as specified in paragraph 10 (the result of (a) less (b) being referred to herein as the “Paid Shares”). The certificate or certificates for the number of Paid Shares so determined shall be registered in the name of the person or persons so exercising this SAR (or, if this SAR shall be exercised by the Participant and if the Participant shall so request in the notice exercising this SAR, shall be registered in the name of the Participant and the Participant’s spouse, jointly, with right of survivorship or a trust established by the Participant for estate planning purposes) and shall be delivered as provided above to or upon the written order of the person or persons exercising this SAR. In the event this SAR is exercised by any person or persons after the legal disability or death of the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this SAR. All Paid Shares that shall be delivered upon the exercise of this SAR as provided herein shall be fully paid and non-assessable by the Company.

     5. Shares to be Purchased for Investment. In the event this SAR is deemed to constitute an offer and sale of Shares under the Securities Act of 1933, as amended (the “Securities Act”), and such offer and sale is not covered by a then effective registration statement under the Securities Act, the Company may require as a condition to any exercise of this SAR that the Participant (or other person entitled to exercise this SAR) deliver to the Company an investment representation statement, as well as any other documentation or information as the Committee shall reasonably request. The Company shall be entitled to restrict the transferability of the Shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any state laws or regulations. Such restrictions may, at the discretion of the Company, be noted or set forth in full on the Share certificates issued upon exercise of this SAR.

     6. Non-Transferability of SAR; Forfeiture; Adjustment.

     (a) Neither this SAR nor the Granted Shares subject thereto shall be pledged, hypothecated or otherwise encumbered or subjected to any lien, obligation or liability of the Participant to any party (other than the Company or any of its subsidiaries or affiliates), or assigned or transferred by the Participant, other than by will or the laws of descent and distribution or to a Beneficiary upon the death of the Participant, and during the lifetime of the Participant, this SAR shall be exercisable only by the Participant or his or her guardian or legal representative, except that this SAR may be transferred to one or more transferees during the lifetime of the Participant and may be exercised by such transferees in accordance with the terms of this SAR, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (including limitations the Committee may

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deem appropriate in order that offers and sales of Shares will meet applicable requirements of registration forms under the Securities Act specified by the Securities and Exchange Commission). A Beneficiary, transferee or other person claiming any rights under the 2005 Plan from or through the Participant shall be subject to all terms and conditions of the 2005 Plan and this SAR Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

     (b) This SAR, the Granted Shares covered hereby, any Paid Shares delivered hereunder and the proceeds of the subsequent sale of any such Paid Shares delivered hereunder are subject to forfeiture under certain circumstances in accordance with Section 11 of the 2005 Plan.

     (c) This SAR, including the number of Granted Shares and the Grant Price, shall be adjusted upon the occurrence of an event constituting an “equity restructuring” as defined under FAS 123R in order to preserve (without enlarging) the rights of Participant, in accordance with Section 12(c) of the 2005 Plan. In addition, each Target Price shall be subject to adjustment in any case in which the SAR is subject to adjustment in order to preserve (without substantial alteration) the economic terms of the SAR and the market-based performance conditions set forth in Paragraph 3(b). If the Shares cease to be listed on the New York Stock Exchange, achievement of the Target Price will be based on trading prices or quotations on such other principal trading market in which Shares may then be listed or quoted, as reasonably determined by the Committee.

7. Termination of Employment.

     (a) Exercisability Upon Termination by Death, Disability or Retirement. If the Participant’s employment by the Company or any subsidiary or affiliate terminates by reason of death, Disability (as defined below) or Retirement (as defined below), this SAR will immediately become fully vested and may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to the full extent of this SAR, regardless of the extent to which it was exercisable at the time of such death, Disability or Retirement. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (even though fully vested) shall be immediately forfeited and become immediately non-exercisable.

     (b) Effect of Termination for Cause or Voluntary Resignation. If the Participant voluntarily resigns his or her employment with the Company or any subsidiary or affiliate or the Participant’s employment is terminated for Cause (as defined in any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), the SAR shall immediately terminate in its entirety and any portion of the SAR remaining unexercised (regardless of the vesting status of such portion of the SAR) shall be immediately forfeited and become immediately non-exercisable.

     (c) Effect of Termination without Cause within Two Years Following a Change in Control. If the Participant’s employment is terminated without Cause by the Company or any subsidiary or affiliate within two years following a Change in Control, this SAR will immediately become fully vested and may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to the full extent of this SAR, regardless of the extent to which it was exercisable at the time of such termination. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (even though fully vested) shall be immediately forfeited and become immediately non-exercisable.

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     (d) Effect of Other Termination. If the Participant’s employment by the Company or any subsidiary or affiliate terminates for any other reason, other than (a) death, Disability or Retirement, (b) voluntary resignation or for Cause, or (c) without Cause within two years of a Change in Control, then this SAR shall be exercisable during the period of one year after such termination or until the Expiration Date, whichever period is shorter, but only to the extent to which this SAR was vested and exercisable at the time of such termination. Following such termination, all unvested Shares shall be immediately forfeited and will never become exercisable. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (regardless of the vesting status of such portion of the SAR) shall be immediately forfeited and become immediately non-exercisable.

     (e) Definitions. The term “Disability” shall have the meaning defined for such term in the long-term disability plan of the Company, as in effect from time to time, and the term “Retirement” shall mean your termination after your attaining (i) age 55 years with 10 years of service with the Company or any of its subsidiaries or affiliates or (ii) age 65 years without regard to years of such service.

     8. Change in Control. Notwithstanding Section 10 of the 2005 Plan, a Change in Control (as defined in the 2005 Plan and/or any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), in and of itself shall have no impact upon the exercisability of this SAR or the Granted Shares subject to this SAR.

     9. No Guarantee of Continued Employment or Other Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 3 IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS SAR OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS SAR AGREEMENT AND THE VESTING PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT TO TERMINATE OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE.

     10. Withholding. Unless otherwise determined by the Committee, the Company, on behalf of itself or any subsidiary or affiliate that employs Participant, will withhold from the distribution of Shares upon the exercise of this SAR amounts of withholding and other taxes due or potentially payable in connection with any transaction involving this SAR, and may take such other action as the Committee may deem advisable to enable the Company and the Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this SAR. Upon such withholding of Shares, the Company shall make cash payments in respect thereof in satisfaction of Participant’s withholding obligations. Notwithstanding any provision in the 2005 Plan to the contrary, only the minimum amount of Shares deliverable in connection with this SAR necessary to satisfy statutory withholding requirements will be withheld.

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     11. Governing Law; Entire Agreement; SAR Surrender.

     (a) The validity, construction and effect of this SAR Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, and applicable provisions of federal law.

     (b) The 2005 Plan and this SAR Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Any modification of this SAR Agreement must be in writing signed by the Company (oral statements by any person cannot modify this SAR Agreement) and, if the modification is both material and adverse to Participant, must also be signed by Participant. Decisions of the Committee with respect to the administration and interpretation of the 2005 Plan and this SAR Agreement shall be final, conclusive and binding on all persons interested therein.

     (c) As a condition to the right to exercise this SAR, the Participant must not have theretofore delivered to the Company a written document signed by the Participant surrendering the SAR to the Company.

     IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be duly executed by its duly authorized officers and the Participant has executed this SAR Agreement, each on Annex A, as of the Grant Date.

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ANNEX A

STOCK APPRECIATION RIGHT GRANT AGREEMENT AND ACKNOWLEDGEMENT

Name:    «Name»

Address:    «Address» «City», «State» «Zip»

Social Security or Tax ID Number:    «SSN»

Grant Date:     «Date1»

Expiration Date:   «Date2»

Number of Granted Shares:     «Shares»

Grant Price: «Price»

Vesting Schedule: One third equal installments on the first three anniversaries of the Grant Date.

Number of Shares Vesting	Vest Date
«Shares»	«Date»
«Shares»	«Date»
«Shares»	«Date»

R.H. Donnelley Corporation
By:
	Gretchen Zech
	Senior Vice President – Human Resources

ACCEPTED AND AGREED TO:

«First» «Middle» «Last»

                                                            
Signature

A-1

ANNEX B

STOCK APPRECIATION RIGHT EXERCISE AUTHORIZATION FORM

I hereby exercise the following Stock Appreciation Rights granted to me by R.H. Donnelley. I understand that this will not be deemed a valid exercise until the Company has received this letter and I have otherwise complied with all of the applicable terms and conditions of the 2005 Stock Award and Incentive Plan and the SAR Agreement.

Grant Date # Shares Exercised Grant Price

Tax Withholding Election:

I understand that you will reduce the number of Shares I will receive through this exercise by the amount necessary to satisfy my withholding tax obligation.

Shares to be Registered to:

Name:

Address:

Share Delivery Instructions (check one):

o	E*Trade Financial	o	Other (please include name & mailing address)
	1095 White Rock Road
	Rancho Cordova, CA 95670

Print Name	Social Security #
Signature	Phone #

Date

Fax completed form to:
Compensation Department
Jeremy Loftis, Compensation Analyst
Fax: 919-297-1517

A-1

EX-99.(A)(1)(IX)

Exhibit (a)(1)(ix)

STOCK APPRECIATION RIGHTS GRANT AGREEMENT

     STOCK APPRECIATION RIGHTS AGREEMENT (this “SAR Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (the “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this SAR Agreement.

     In consideration of the tender by Participant of certain outstanding options and/or stock appreciation rights in the Company’s Exchange Program, which tender has been accepted as of the Grant Date, and the mutual covenants hereinafter set forth and for other good and valuable consideration, the validity and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereunder, agree as follows:

     1. Grant of SAR. The Company hereby grants to the Participant the right to receive the aggregate dollar value of appreciation (collectively, “Appreciation”) in the Fair Market Value of the Company’s Common Stock on the number of shares (the “Granted Shares”) specified on Annex A, computed as the excess of (a) the aggregate Fair Market Value of the Granted Shares on the Exercise Date (as defined below) (the “Appreciation Price”) over (b) the aggregate Fair Market Value of the Granted Shares on the Grant Date (the “Grant Price”). This grant shall be referred to as the SAR. Such Appreciation shall not be payable in cash, but rather shall be payable only in Paid Shares (as defined below) following the withholding of Shares to satisfy mandatory tax withholding obligations. This SAR is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and conditions of the 2005 Plan (which terms and conditions are and automatically shall be incorporated herein by reference and made a part hereof and shall control in the event of any conflict with any terms of this SAR Agreement).

     2. Term. Unless earlier terminated pursuant to the 2005 Plan or this SAR Agreement, this SAR shall expire on the expiration date specified on Annex A (the “Expiration Date”), which is the seventh anniversary of the Grant Date. This SAR shall not be exercisable on or after the Expiration Date.

     3. Vesting of SAR; Conditions to Exercisability of SAR.

     (a) As set forth on Annex A, this SAR will vest in three equal installments of the Shares on each of the first three anniversaries of the Grant Date, so that this SAR shall be vested as to all Shares on the last such anniversary. Any portion of this SAR that becomes vested in accordance with the foregoing shall remain vested and shall be exercisable upon satisfaction of the conditions set forth in clause (b) below, subject to the 2005 Plan or this SAR Agreement (including without limitation Paragraph 7), until the earlier of the Expiration Date or other termination of this SAR in accordance with the 2005 Plan and this SAR Agreement.

     (b) In addition to the vesting requirements set forth in clause (a) above, the exercise of this SAR is subject to the Company’s achievement of the following stock price appreciation targets (the “Target Prices”), subject to Paragraphs 6(c) and 7:

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(i)	the first third of vested Shares subject to this SAR will not be exercisable until the Company’s stock price equals or exceeds a Target Price of $20 per share;
(ii)	the second vested third of Shares subject to this SAR will not be exercisable until the Company’s stock price equals or exceeds a Target Price of $30 per share; and
(iii)	the third and final tranche of vested Shares subject to this SAR will not be exercisable until the Company’s stock price equals or exceeds a Target Price of $40 per share.

These Target Prices will be deemed achieved if, at any time during the life of the SAR, the average closing price of the Company’s common stock on the New York Stock Exchange during any ten consecutive trading days equals or exceeds the specified Target Price; provided, however, that otherwise vested Shares subject to this SAR that do not become exercisable prior to the Expiration Date or earlier applicable termination date of the SAR due to the failure to achieve a specified Target Price will immediately terminate and never become exercisable, except as otherwise provided in Paragraph 7.

     (c) Prior to the exercise of this SAR and delivery of the resulting Paid Shares (as defined below), the Participant shall not have any rights of a stockholder with respect to this SAR or the Shares subject to this SAR.

     4. Method of Exercising SAR.

     (a) Subject to the terms and conditions of the 2005 Plan and this SAR Agreement, this SAR may be exercised upon written notice to the Company at its principal office, which is currently located at 1001 Winstead Drive, Cary, NC, 27513. Such notice (a suggested form of which is attached as Annex B) shall state the Participant’s election to exercise this SAR and the number of Granted Shares with respect to which it is being exercised, and shall be signed by the Participant (or permitted assignee or legal representative).

     (b) Upon receipt of such notice, the Company, as promptly as practicable, shall deliver or cause to be delivered a certificate or certificates representing (a) such number of Shares calculated by dividing (i) the portion of the Appreciation applicable to the number of Granted Shares to which this SAR is appropriately exercised by (ii) the Fair Market Value of R. H. Donnelley Common Stock on the date such notice was received by the Company (the “Exercise Date”), less (b) any shares withheld to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this SAR, as specified in paragraph 10 (the result of (a) less (b) being referred to herein as the “Paid Shares”). The certificate or certificates for the number of Paid Shares so determined shall be registered in the name of the person or persons so exercising this SAR (or, if this SAR shall be exercised by the Participant and if the Participant shall so request in the notice exercising this SAR, shall be registered in the name of the Participant and the Participant’s spouse, jointly, with right of survivorship or a trust established by the Participant for estate planning purposes) and shall be delivered as provided above to or upon the written order of the person or persons exercising this SAR. In the event this SAR is exercised by any person or persons after the legal disability or death of the Participant, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise this SAR. All Paid Shares that shall be delivered upon the exercise of this SAR as provided herein shall be fully paid and non-assessable by the Company.

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     5. Shares to be Purchased for Investment. In the event this SAR is deemed to constitute an offer and sale of Shares under the Securities Act of 1933, as amended (the “Securities Act”), and such offer and sale is not covered by a then effective registration statement under the Securities Act, the Company may require as a condition to any exercise of this SAR that the Participant (or other person entitled to exercise this SAR) deliver to the Company an investment representation statement, as well as any other documentation or information as the Committee shall reasonably request. The Company shall be entitled to restrict the transferability of the Shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any state laws or regulations. Such restrictions may, at the discretion of the Company, be noted or set forth in full on the Share certificates issued upon exercise of this SAR.

     6. Non-Transferability of SAR; Forfeiture; Adjustment.

     (a) Neither this SAR nor the Granted Shares subject thereto shall be pledged, hypothecated or otherwise encumbered or subjected to any lien, obligation or liability of the Participant to any party (other than the Company or any of its subsidiaries or affiliates), or assigned or transferred by the Participant, other than by will or the laws of descent and distribution or to a Beneficiary upon the death of the Participant, and during the lifetime of the Participant, this SAR shall be exercisable only by the Participant or his or her guardian or legal representative, except that this SAR may be transferred to one or more transferees during the lifetime of the Participant and may be exercised by such transferees in accordance with the terms of this SAR, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (including limitations the Committee may deem appropriate in order that offers and sales of Shares will meet applicable requirements of registration forms under the Securities Act specified by the Securities and Exchange Commission). A Beneficiary, transferee or other person claiming any rights under the 2005 Plan from or through the Participant shall be subject to all terms and conditions of the 2005 Plan and this SAR Agreement, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

     (b) This SAR, the Granted Shares covered hereby, any Paid Shares delivered hereunder and the proceeds of the subsequent sale of any such Paid Shares delivered hereunder are subject to forfeiture under certain circumstances in accordance with Section 11 of the 2005 Plan.

     (c) This SAR, including the number of Granted Shares and the Grant Price, shall be adjusted upon the occurrence of an event constituting an “equity restructuring” as defined under FAS 123R in order to preserve (without enlarging) the rights of Participant, in accordance with Section 12(c) of the 2005 Plan. In addition, each Target Price shall be subject to adjustment in any case in which the SAR is subject to adjustment in order to preserve (without substantial alteration) the economic terms of the SAR and the market-based performance conditions set forth in Paragraph 3(b). If the Shares cease to be listed on the New York Stock Exchange, achievement of the Target Price will be based on trading prices or quotations on such other principal trading market in which Shares may then be listed or quoted, as reasonably determined by the Committee.

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7. Termination of Employment.

     (a) Exercisability Upon Termination by Death, Disability or Retirement. If the Participant’s employment by the Company or any subsidiary or affiliate terminates by reason of death, Disability (as defined below) or Retirement (as defined below), this SAR will immediately become fully vested and may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to (i) the full extent it was exercisable at the time of such death, Disability or Retirement plus (ii) the extent to which it would be exercisable had the next higher Target Price yet to be achieved (if any) been so achieved (i.e., one extra third of the Shares subject to the SAR become exercisable by virtue of lapse of the condition to exercisability associated with next higher Target Price). Vested Shares not yet subject to exercise as of the time of such Death, Disability or Retirement by virtue of any Target Price set forth in Paragraph 3(b) (after application of clause (ii) in the prior sentence) not having yet been achieved may subsequently become exercisable during such post-termination exercise period if such Target Price is achieved during such time. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (even though vested and regardless of whether or not such portion had become exercisable) shall be immediately forfeited and become immediately non-exercisable.

     (b) Effect of Termination for Cause or Voluntary Resignation. If the Participant voluntarily resigns his or her employment with the Company or any subsidiary or affiliate (other than a voluntary resignation for Good Reason governed by clause (c) below) or the Participant’s employment is terminated for Cause (as defined in any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), the SAR shall immediately terminate in its entirety and any portion of the SAR remaining unexercised (regardless of the vesting or exercisability status of such portion of the SAR) shall be immediately forfeited and become immediately non-exercisable.

     (c) Effect of Termination without Cause or for Good Reason not within Two Years Following a Change in Control. If the Participant’s employment is terminated without Cause by the Company or any subsidiary or affiliate or if the Participant terminates his or her employment for Good Reason (as defined in any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), in either case before or more than two years following a Change in Control, then this SAR, to the extent it has become vested at the date of termination, may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to (i) the full extent it was exercisable at the time of such termination plus (ii) the extent to which it would be exercisable had the next higher Target Price yet to be achieved (if any) been so achieved (i.e., one extra third of the Shares subject to the SAR become exercisable by virtue of lapse of the condition to exercisability associated with next higher Target Price). Vested Shares not yet subject to exercise as of the time of such termination by virtue of any Target Price set forth in Paragraph 3(b) (after application of clause (ii) in the prior sentence) not having yet been achieved may subsequently become exercisable during such post-termination exercise period if such Target Price is achieved during such time. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (regardless of the vesting or exercisability status of such portion of the SAR) shall be immediately forfeited and become immediately non-exercisable. Any unvested portion of the SAR at the time of such termination shall immediately terminate.

     (d) Effect of Termination without Cause or for Good Reason within Two Years Following a Change in Control. If the Participant’s employment is terminated without Cause by the Company or

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any subsidiary or affiliate or if the Participant terminates his or her employment for Good Reason (as defined in any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), in either case within two years following a Change in Control, then this SAR will immediately become fully vested and fully exercisable (i.e., all vesting requirements and Target Prices will be deemed satisfied and achieved) and this SAR may be exercised until the earlier to occur of one year after the date of such termination or the Expiration Date, to the full extent of this SAR, regardless of the extent to which it was vested and/or exercisable at the time of such termination. Upon expiration of any such post-termination exercise period, this SAR shall terminate in its entirety and any portion of the SAR remaining unexercised (even though fully vested and exercisable) shall be immediately forfeited and become immediately non-exercisable.

     (e) Definitions. The term “Disability” shall have the meaning defined for such term in the long-term disability plan of the Company, as in effect from time to time, and the term “Retirement” shall mean your termination after your attaining (i) age 55 years with 10 years of service with the Company or any of its subsidiaries or affiliates or (ii) age 65 years without regard to years of such service.

     8. Change in Control. Notwithstanding anything to the contrary set forth in Section 10 of the 2005 Plan, upon a Change in Control (as defined in any employment agreement to which the Company and the Participant is party or in the severance plan then applicable to such Participant), this SAR will immediately become fully vested (i.e., all vesting requirements will be deemed satisfied) and this SAR may be exercised until the Expiration Date (or earlier termination in accordance with Paragraph 7), (i) to the full extent it was exercisable at the time of such Change in Control plus (ii) the extent to which it would be exercisable had the next higher Target Price yet to be achieved (if any) been so achieved (i.e., one extra third of the Shares subject to the SAR become exercisable by virtue of lapse of the condition to exercisability associated with next higher Target Price). Shares not yet subject to exercise as of the time of such Change in Control by virtue of any Target Price set forth in Paragraph 3(b) (after application of clause (ii) in the prior sentence) not having yet been achieved may subsequently become exercisable prior to the Expiration Date if such Target Price is achieved during such time. The Committee may determine that upon a Change in Control, notwithstanding the foregoing provisions, this SAR shall terminate automatically with respect to all unvested Shares covered by this SAR at that time and the Participant shall be entitled to an amount of cash equal to product of (a) the excess of the Fair Market Value of the Granted Shares at the date such determination becomes effective over the Grant Price, multiplied by (b) the number of unvested Shares covered by this SAR, and all vested Shares covered by this SAR shall remain subject to and governed by Section 10 of the 2005 Plan.

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     9. No Guarantee of Continued Employment or Other Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 3 IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS SAR OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS SAR AGREEMENT AND THE VESTING PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT TO TERMINATE OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE.

     10. Withholding. Unless otherwise determined by the Committee, the Company, on behalf of itself or any subsidiary or affiliate that employs Participant, will withhold from the distribution of Shares upon the exercise of this SAR amounts of withholding and other taxes due or potentially payable in connection with any transaction involving this SAR, and may take such other action as the Committee may deem advisable to enable the Company and the Participant to satisfy obligations for the payment of withholding taxes and other tax obligations relating to this SAR. Upon such withholding of Shares, the Company shall make cash payments in respect thereof in satisfaction of Participant’s withholding obligations. Notwithstanding any provision in the 2005 Plan to the contrary, only the minimum amount of Shares deliverable in connection with this SAR necessary to satisfy statutory withholding requirements will be withheld.

     11. Governing Law; Entire Agreement; SAR Surrender.

     (a) The validity, construction and effect of this SAR Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, and applicable provisions of federal law.

     (b) The 2005 Plan and this SAR Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Any modification of this SAR Agreement must be in writing signed by the Company (oral statements by any person cannot modify this SAR Agreement) and, if the modification is both material and adverse to Participant, must also be signed by Participant. Decisions of the Committee with respect to the administration and interpretation of the 2005 Plan and this SAR Agreement shall be final, conclusive and binding on all persons interested therein.

     (c) As a condition to the right to exercise this SAR, the Participant must not have theretofore delivered to the Company a written document signed by the Participant surrendering the SAR to the Company.

     IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be duly executed by its duly authorized officers and the Participant has executed this SAR Agreement, each on Annex A, as of the Grant Date.

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ANNEX A

STOCK APPRECIATION RIGHT GRANT AGREEMENT AND ACKNOWLEDGEMENT

Name:      «Name»

Address:  «Address»  «City»,  «State»  «Zip»

Social Security or Tax ID Number:      «SSN»

Grant Date:            «Date1»

Expiration Date:     «Date2»

Number of Granted Shares:      «Shares»

Grant Price:      «Price»

Vesting Schedule: One third equal installments on the first three anniversaries of the Grant Date.

Number of Shares Vesting	Vest Date
«Shares»	«Date»
«Shares»	«Date»
«Shares»	«Date»

Exercisability Conditions:

     This SAR is subject to the conditions to exercisability set forth in Paragraph 3(b) of the Agreement.

R.H. Donnelley Corporation

By:
	Gretchen Zech
	Senior Vice President – Human Resources

ACCEPTED AND AGREED TO:

«First» «Middle» «Last»

                                                            
Signature

A-1

ANNEX B

STOCK APPRECIATION RIGHT EXERCISE AUTHORIZATION FORM

I hereby exercise the following Stock Appreciation Rights granted to me by R.H. Donnelley. I understand that this will not be deemed a valid exercise until the Company has received this letter and I have otherwise complied with all of the applicable terms and conditions of the 2005 Stock Award and Incentive Plan and the SAR Agreement.

Grant Date # Shares Exercised Grant Price

Tax Withholding Election:

I understand that you will reduce the number of Shares I will receive through this exercise by the amount necessary to satisfy my withholding tax obligation.

Shares to be Registered to:

Name:

Address:

Share Delivery Instructions (check one):

o	E*Trade Financial	o	Other (please include name & mailing address)
	1095 White Rock Road
	Rancho Cordova, CA 95670

Print Name	Social Security #
Signature	Phone #

Date

Fax completed form to:
Compensation Department
Jeremy Loftis, Compensation Analyst
Fax: 919-297-1517

A-1

EX-99.(D)(8)

Exhibit (d)(8)

NON-QUALIFIED STOCK OPTION AGREEMENT
OF
DEX MEDIA, INC.

     THIS AGREEMENT (the “Agreement”) is entered into as of                      ___, 200___(the “Grant Date”) by and between Dex Media, Inc., a Delaware corporation (the “Company”) and                     , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”

     WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its common stock, par value $0.01 per share (“Common Stock”); and

     WHEREAS, the Company wishes to carry out the Dex Media, Inc. 2004 Incentive Award Plan (as it may be amended from time to time, the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

     WHEREAS, the Committee appointed to administer the Plan pursuant to Section 12.1 of the Plan (the “Committee”) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Stock Option provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company (or one of its Subsidiaries) and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to issue said Option.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.
DEFINITIONS

     Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.

     Section 1.1 “Board” shall mean the Board of Directors of the Company.

     Section 1.2 “Code” shall mean the Internal Revenue Code of 1986, as amended.

     Section 1.3 “Committee” shall have the meaning set forth in the Recitals hereto.

     Section 1.4 “Common Stock” shall have the meaning set forth in the Recitals hereto.

     Section 1.5 “Company” shall have the meaning set forth in the Recitals hereto.

     Section 1.6 “Grant Date” shall have the meaning set forth in the Recitals hereto.

     Section 1.7 “Option” shall mean the Non-Qualified Stock Option to purchase Common Stock granted under this Agreement.

     Section 1.8 “Plan” shall have the meaning set forth in the Recitals hereto.

ARTICLE II.
GRANT OF OPTION

     Section 2.1 Grant of Option. In consideration of the Optionee’s agreement to enter into or remain in the employ of the Company or one of its Subsidiaries, and for other good and valuable consideration, as of the Grant Date, the Company irrevocably grants to the Optionee the Option to purchase any part or all of an aggregate of ___shares of Common Stock upon the terms and conditions set forth in the Plan and this Agreement. The Option is a non-qualified stock option which is not intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

     Section 2.2 Option Subject to Plan. The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article 11 thereof.

     Section 2.3 Option Price. The purchase price of the shares of Common Stock covered by the Option shall be $  per share (without commission or other charge).

ARTICLE III.
EXERCISABILITY

     Section 3.1 Commencement of Exercisability

          (a) Subject to subsection (b) and Section 3.3, the Option shall become exercisable in four equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company (or one of its Subsidiaries) from the Grant Date through such date as follows:

               (i) The first installment shall consist of 25% of the shares covered by the Option and shall become exercisable on December 31, 200___;

               (ii) The second installment shall consist of 25% of the shares covered by the Option and shall become exercisable on December 31, 200___;

               (iii) The third installment shall consist of 25% of the shares covered by the Option and shall become exercisable on December 31, 200___; and

               (iv) The fourth installment shall consist of 25% of the shares covered by the Option and shall become exercisable on December 31, 200___.

          (b) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

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     Section 3.2 Duration of Exercisability. The installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable.

     Section 3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

          (a) The tenth anniversary of the Grant Date; or

          (b) Except as the Committee may otherwise approve, the ninetieth (90^th) day following the date of the Optionee’s Termination of Employment for any reason other than (i) termination by the Company for good cause (as described in Section 3.3(c)); or (ii) the Optionee’s death or disability (as defined in Section 22(e)(3) of the Code); or

          (c) Except as the Committee may otherwise approve, the date of the Optionee’s Termination of Employment by reason of termination by the Company for good cause (as determined by the Committee in its sole discretion); or

          (d) In the case of an Optionee whose Termination of Employment is by reason of the Optionee’s death or disability (within the meaning of Section 22(e)(3) of the Code), the expiration of twelve (12) months from the date of the Optionee’s Termination of Employment; or

          (e) The occurrence of a Change in Control, provided that any portion of the Option which is exercisable as of the occurrence of the Change in Control may be exercised concurrently therewith.

     Section 3.4 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable; provided, however, that each partial exercise shall be for not less than 100 shares and shall be for whole shares only.

     Section 3.5 Exercise of Option

          (a) Except as otherwise provided in Section 4.6: (i) during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof, and (ii) after the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3, be exercised by the Optionee’s personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

          (b) Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3; provided, however, that each partial exercise shall be for not less than 100 shares (or the minimum installment set forth in each of Sections 3.1(a)(i)-(iv), if a smaller number of shares) and shall be for whole shares only.

          (c) The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company’s corporate secretary of all of the following prior to the time when such Option or such portion becomes unexercisable pursuant to Section 3.3:

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               (i) Notice in writing signed by the Optionee, specifically stating the number of shares with respect to which the Option is being exercised;

               (ii) Full payment for the shares with respect to which such Option or portion thereof is exercised. Such payment shall be made in form of: (A) cash or by personal, certified, or bank cashiers check; (B) shares of Common Stock which have been owned by the Optionee for more than six months duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; (C) unless otherwise provided by the Committee, delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or (D) any combination of the consideration listed in this Section 3.5(c)(ii);

               (iii) The payment to the Company (in cash or by personal, certified or bank cashier or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option;

               (iv) Such other documents as the Company may deem necessary or advisable to effect compliance with any applicable law, rule or regulation;

               (v) In the event that the Option or portion thereof shall be exercised pursuant to Section 4.6 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

ARTICLE IV.
OTHER PROVISIONS

     Section 4.1 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause, except as may otherwise be provided by any written agreement entered into by and between the Company and the Optionee.

     Section 4.2 Construction; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware. In the event any portion of the Agreement or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.

     Section 4.3 Conformity to Securities Laws. The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be

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exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

     Section 4.4 Amendment, Suspension and Termination. The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided, that, except as provided by Section 11.1 of the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Optionee, alter or impair any rights or obligations under the Option.

     Section 4.5 No Rights as Stockholder. The Optionee shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until certificates representing such shares have been issued by the Company to the Optionee (or, in the event the Company uses book entry procedures, such shares are recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator)).

     Section 4.6 Transferability. Neither the Option nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or the Optionee’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that nothing in this Section 4.6 shall prevent transfers by will or by the applicable laws of descent and distribution.

     Section 4.7 Notices. Notices required or permitted under the Plan or this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to the Optionee at the Optionee’s address as shown in the Company records, and to the Company at the Company’s principal executive office.

[signature page follows]

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     The Optionee represents that the Optionee has read this Agreement and the Plan and is familiar with the terms and provisions of each (including without limitation the definition of “Change in Control” contained in the Plan and other definitions contained in the Plan that are incorporated by reference in this Agreement). The Optionee acknowledges that the Option is issued pursuant to, and is subject to the terms and conditions of, the Plan, and that the Optionee will be bound by the terms of the Plan as if it were set forth verbatim in this Agreement. The Optionee agrees to comply with all rules the Company may establish with respect to the Plan. The Optionee further acknowledges and agrees that this Agreement (and the Plan) constitutes the entire agreement between the parties with respect to the Option and that this Agreement (and the Plan) supersedes any and all prior agreements, whether written or oral, between the parties with respect to the Option.

     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

DEX MEDIA, INC.

By:

Its:

OPTIONEE

[Name of Optionee]

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EX-99.(D)(12)

Exhibit (d)(12)

NON-QUALIFIED STOCK OPTION AGREEMENT

OF

DEX MEDIA, INC.

     THIS AGREEMENT (the “Agreement”) is entered into as of                      (the “Grant Date”) by and between Dex Media, Inc., a Delaware corporation (the “Company”) and                     , an employee of the Company (or one of its Subsidiaries), hereinafter referred to as the “Optionee.”

     WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its common stock, par value $0.01 per share (“Common Stock”); and

     WHEREAS, the Company wishes to carry out the Stock Option Plan of Dex Media, Inc. (as it may be amended from time to time, the “Plan”), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

     WHEREAS, the Committee appointed to administer the Plan pursuant to Section 6.1 of the Plan (the “Committee”) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the Non-Qualified Stock Option provided for herein to the Optionee as an inducement to enter into or remain in the service of the Company (or one of its Subsidiaries) and as an incentive for increased efforts during such service, and has advised the Company thereof and instructed the undersigned officers to issue said Option;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.
DEFINITIONS

     Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.

     Section 1.1 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.

     Section 1.2 “Board” shall mean the Board of Directors of the Company.

     Section 1.3 “Cause” shall have the meaning set forth in the Employment Agreement.

     Section 1.4 “Change in Control” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such

terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

     Section 1.5 “Committee” shall have the meaning set forth in the Recitals hereto.

     Section 1.6 “Common Stock” shall have the meaning set forth in the Recitals hereto.

     Section 1.7 “Company” shall have the meaning set forth in the Recitals hereto.

     Section 1.9 “EBITDA” for a given period shall mean the sum of (a) the consolidated earnings before interest, taxes, depreciation, amortization, and extraordinary items and (b) any management or similar fees charged to the Company by any Principal Stockholder (but only to the extent such fees are deducted from the earnings described in the preceding subsection (a)), all as reflected on the Company’s audited consolidated financial statements for such period. “Cumulative EBITDA” as of a given date shall mean the total EBITDA from and after January 1, 200___ through such date.

     Section 1.10 “EBITDA Target” and “Cumulative EBITDA Target” for a given period shall be as set forth in Exhibit A of this Agreement, subject to the provisions of Section 4.6.

     Section 1.11 “Employment Agreement” shall mean that certain Employment Agreement, dated as of                     , by and among the Optionee and the Company, as amended from time to time.

     Section 1.12 “Grant Date” shall have the meaning set forth in the Recitals hereto.

     Section 1.13 “Option” shall mean the Non-Qualified Stock Option to purchase Common Stock granted under this Agreement.

     Section 1.14 “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

     Section 1.15 “Plan” shall have the meaning set forth in the Recitals hereto.

     Section 1.16 “Principal Stockholders” shall mean Carlyle Partners III, L.P. a Delaware limited partnership; Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership; and each of their respective Affiliates.

     Section 1.17 “Stockholders Agreement” shall mean that certain                      Agreement by and between the Optionee and the Company dated                      which contains certain restrictions and limitations applicable to the shares of Common Stock acquired upon

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Option exercise (and to other shares of Common Stock, if any, held by the Optionee during the term of such agreement).

ARTICLE II.
GRANT OF OPTION

     Section 2.1 Grant of Option. In consideration of the Optionee’s agreement to enter into or remain in the employ of the Company or one of its Subsidiaries, and for other good and valuable consideration, as of the Grant Date, the Company irrevocably grants to the Optionee the Option to purchase any part or all of an aggregate of                      shares of Common Stock upon the terms and conditions set forth in the Plan and this Agreement.

     Section 2.2 Option Subject to Plan. The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article V and Sections 7.1, 7.2 and 7.3 thereof.

     Section 2.3 Option Price. The purchase price of the shares of Common Stock covered by the Option shall be $                     per share (without commission or other charge).

ARTICLE III.
EXERCISABILITY

     Section 3.1 Commencement of Exercisability

          (a) Subject to subsection (e) and Section 3.3, 25% of the Option shall become exercisable in five equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date as follows:

               (i) The first installment shall consist of 5% of the shares covered by the Option and shall become exercisable on December 31, 200        ;

               (ii) The second installment shall consist of 5% of the shares covered by the Option and shall become exercisable on December 31, 200        ;

               (iii) The third installment shall consist of 5% of the shares covered by the Option and shall become exercisable on December 31, 200        ;

               (iv) The fourth installment shall consist of 5% of the shares covered by the Option and shall become exercisable on December 31, 200        ; and.

               (v) The fifth installment shall consist of 5% of the shares covered by the Option and shall become exercisable on December 31, 200        .

          (b) Subject to subsections (c) and (e) and Section 3.3, 75% of the shares subject to the Option shall become fully exercisable on the eighth anniversary of the Grant Date provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date.

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          (c) Notwithstanding subsection (b) but subject to subsection (e) and Section 3.3:

               (i) An installment consisting of 15% of the shares covered by the Option shall become exercisable on, or within 120 days following, December 31 of each calendar year 200           through 200          , if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year.

               (ii) If the EBITDA as of the end of any calendar year 200           through 200           is less than the applicable EBITDA Target with respect to such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to such year shall become exercisable on, or within 120 days following, the first December 31 thereafter as of which (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31.

          (d) The Committee shall make the determination as to whether the respective EBITDA and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 120th day following December 31 of such calendar year.

          (e) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

     Section 3.2 Duration of Exercisability. The installments provided for in Section 3.1 are cumulative. Each such installment which becomes exercisable pursuant to Section 3.1 shall remain exercisable until it becomes unexercisable.

     Section 3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

          (a) The tenth anniversary of the Grant Date; or

          (b) Except as the Committee may otherwise approve, the ninetieth (90^th) day following the date of the Optionee’s Termination of Employment for any reason other than (i) termination by the Company for Cause; or (ii) the Optionee’s death or disability (as defined in Section 22(e)(3) of the Code); or

          (c) Except as the Committee may otherwise approve, the date of the Optionee’s Termination of Employment by reason of termination by the Company for Cause; or

          (d) In the case of an Optionee whose Termination of Employment is by reason of his or her death or disability (within the meaning of Section 22(e)(3) of the Code), the expiration of 12 months from the date of the Optionee’s Termination of Employment; or

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          (e) The occurrence of a Change in Control, provided that any portion of the Option which is exercisable as of the occurrence of the Change in Control may be exercised concurrently therewith.

     Section 3.4 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable; provided, however, that each partial exercise shall be for not less than 100 shares and shall be for whole shares only.

     Section 3.5 Exercise of Option. The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan.

ARTICLE IV.
OTHER PROVISIONS

     Section 4.1 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause, except as may otherwise be provided by any written agreement entered into by and between the Company and the Optionee.

     Section 4.2 Shares Subject to Plan and Stockholders Agreement. The Optionee acknowledges that any shares acquired upon exercise of the Option are subject to the terms of the Plan and the Stockholders Agreement including, without limitation, the restrictions set forth in Section 5.6 of the Plan. The Optionee further acknowledges that the Option is subject to the terms of the Stockholders Agreement including, without limitation, the “Bring-Along Rights” contained in Section 3 of the Stockholders Agreement and the “Tag-Along Rights” contained in Section 4 of the Stockholders Agreement.

     Section 4.3 Construction. This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware.

     Section 4.4 Conformity to Securities Laws. The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

     Section 4.5 Amendment, Suspension and Termination. The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, provided that, except as provided by Section 7.1 of the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Optionee, alter or impair any rights or obligations under the Option.

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     Section 4.6 Adjustments in EBITDA Targets. The EBITDA Targets (including the Cumulative EBITDA Targets) specified in Exhibit A are based upon certain revenue and expense assumptions about the future business of the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Committee determines, in its sole discretion, that any acquisition or disposition of any business by the Company or any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to the Option, then the Committee shall, in good faith and in such manner as it may deem equitable, adjust the amounts set forth on Exhibit A to reflect the projected effect of such transaction(s) or event(s) on EBITDA, subject to Section 7.1 of the Plan.

[signature page follows]

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     IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

DEX MEDIA, INC.

By:

Its:

Residence Address:

Optionee’s Social Security Number:                                         

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EX-99.(D)(15)

Exhibit (d)(15)

BUSINESS.COM. INC.

2004 STOCK PLAN
(amended and restated effective May 3, 2006)

     1. Purposes of the Plan. The purposes of this 2004 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder.

     2. Definitions. As used herein, the following definitions shall apply:

          (a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.

          (b) “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity.

          (c) “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options and Shares are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

          (d) “Board” means the Board of Directors of the Company.

          (e) “Change of Control” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

          (f) “Code” means the Internal Revenue Code of 1986, as amended.

          (g) “Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

          (h) “Common Stock” means the Common Stock of the Company.

          (i) “Company” means Business.com, Inc., a Delaware corporation.

          (j) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

          (k) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved in writing by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

          (l) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

          (m) “Director” means a member of the Board.

          (n) “Employee” means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          (p) “Fair Market Value” means, as of any date, the fair market value of the Common Stock as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

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          (q) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

          (r) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

          (s) “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act.

          (t) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

          (u) “Option” means a stock option granted pursuant to the Plan.

          (v) “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

          (w) “Option Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

          (x) “Optioned Stock” means the Common Stock subject to an Option.

          (y) “Optionee” means an Employee or Consultant who receives an Option.

          (z) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

          (aa) “Participant” means anyone who has purchased Shares under the Plan or the holder of one or more Options, or the Shares issuable or issued upon exercise of such Options, under the Plan.

          (bb) “Plan” means this 2004 Stock Plan.

          (cc) “Purchase Price” means the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Administrator.

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          (dd) “Purchaser” means a person to whom the Administrator has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

          (ee) “Reporting Person” means an officer, Director, or greater than ten percent shareholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

          (ff) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

          (gg) “Share” means a share of Common Stock as adjusted in accordance with Section 14 of the Plan.

          (hh) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

          (ii) “Stock Purchase Agreement” means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares

          (jj) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

          (kk) “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

     3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 18,262,625 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later reacquired by the Company shall be available for future grant under the Plan.

     4. Administration of the Plan.

          (a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

          (b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise

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directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

          (c) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

               (i) to determine the Fair Market Value of the Common Stock in accordance with Section 2(p) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan;

               (ii) to select the Employees and Consultants to whom Options may from time to time be granted or who may from time to time purchase Shares under the Plan;

               (iii) to determine whether and to what extent Options or rights to purchase Shares are granted;

               (iv) to determine the number of Shares of Common Stock to be covered by each award granted;

               (v) to approve the form(s) of agreement(s) used under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock or restricted stock issued upon exercise of an Option, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

               (vii) to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock;

               (viii) to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

               (ix) to adjust the vesting of an Option or Shares held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

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               (x) to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

               (xi) in order to fulfill the purposes of the Plan and without amending the Plan, to modify awards to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

     5. Eligibility.

          (a) Recipients of Grants. Nonstatutory Stock Options may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options. Employees and Consultants are eligible for the direct award or sale of Shares.

          (b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

          (c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

          (d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time for any reason.

     6. Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 16 of the Plan.

     7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

     8. Reserved.

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     9. Option Exercise Price and Consideration.

          (a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

               (i) In the case of an Incentive Stock Option:

                    (A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

                    (B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

               (ii) In the case of a Nonstatutory Stock Option:

                    (A) granted on any date on which the Common Stock is not a Listed Security to a person who is at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator;

                    (B) granted on any date on which the Common Stock is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator; or

                    (C) granted on any date on which the Common Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code.

               (iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

          (b) Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (5) other Shares that have a Fair Market Value on the date of surrender equal to

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the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the company of the amount required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

     10. Exercise of Option.

          (a) General.

               (i) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however that, if required under Applicable Laws, the Option (or Shares issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California Corporations Commissioner.

               (ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

               (iii) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

               (iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method

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of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

               Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

               (v) Rights as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 15 of the Plan.

          (b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

          The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement:

               (i) Termination other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status, such Optionee may exercise an Option for three months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

               (ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

               (iii) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within

9

three months following termination of Optionee’s Continuous Service Status, the Option may be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.

          (c) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

     11. Taxes.

          (a) As a condition of the grant, vesting or exercise of an Option granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 11 (whether pursuant to Section 11(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

          (b) In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option.

          (c) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option by surrendering to the Company Shares that have a Fair Market Value determined as of the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”) equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 11(c), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).

          (d) Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 11(c) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 11(c) above must be made on or prior to the applicable Tax Date.

          (e) In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under

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Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

     12. Non-Transferability of Options.

          (a) General. Except as set forth in this Section 12, Options may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of an Option, only by such holder or a transferee permitted by this Section 12.

          (b) Limited Transferability Rights. Notwithstanding anything else in this Section 12, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Optionee. “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

     13. Terms and Conditions of Awards or Sales.

          (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Administrator deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

          (b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

          (c) Purchase Price. The Purchase Price of Shares to be offered under the Plan shall not be less than 85% of the Fair Market Value of such Shares, unless the Purchaser is a Ten Percent Holder, in which case the Purchase Price shall not be less than 100% of the Fair Market Value of such Shares. Subject to the preceding sentence, the Administrator shall determine the Purchase Price at its sole discretion. The Purchase Price shall be payable in cash or cash equivalents at the time when such Shares are purchased. At the discretion of the Administrator, Shares may be awarded under the Plan in consideration of services rendered to

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the Company. In addition, at the discretion of the Administrator and subject to the requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), the consideration for Shares issued under the Plan may also consist of delivery of the Purchaser’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of having a Purchaser deliver a promissory note. At the discretion of the Administrator, the Purchase Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporate Law, as amended.

          (d) Withholding Taxes. As a condition to the purchase of Shares, the Purchaser shall make such arrangements as the Administrator may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

          (e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Administrator may determine. Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of a Purchaser who is not an officer of the Company or a Consultant:

          (i) Any right to repurchase the Purchaser’s Shares at the original Purchase Price (if any) upon termination of the Purchaser’s Continuous Service Status shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the award or sale of the Shares;

          (ii) Any such right may be exercised only for cash or for cancellation of indebtedness incurred in purchasing the Shares; and

          (iii) Any such right may be exercised only within 90 days after the termination of the Purchaser’s Continuous Service Status.

     14. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

          (a) Changes in Capitalization. Subject to any action required under Applicable Laws by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding Option, and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option or the repurchase or forfeiture of Shares, as well as the price per Share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of

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consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Option.

          (b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

          (c) Corporate Transaction. In the event of a Corporate Transaction (including without limitation a Change of Control), each outstanding Option shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”).

          In the event of a Change of Control in which the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, the vesting and exercisability of each outstanding Option shall accelerate such that the Options shall become vested and exercisable to the extent of 100% of the Shares then unvested, and any repurchase right of the Company with respect to shares issued upon exercise of an Option shall lapse as to 100% of the Shares subject to such repurchase right prior to consummation of the Change of Control, in each case effective as of immediately prior to consummation of the transaction. To the extent that an Option is not exercised prior to consummation of a Corporate Transaction in which the Option is not being assumed or substituted, such Option shall terminate upon such consummation and the Administrator shall notify the Optionee or holder of such fact at least five (5) days prior to the date on which the Option terminates.

          (d) Certain Distributions. In the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option to reflect the effect of such distribution.

     15. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Administrator makes the determination granting such Option, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant.

     16. Amendment and Termination of the Plan.

          (a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14 above) shall be made that

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would materially and adversely affect the rights of any Participant under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

          (b) Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect awards already granted, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant or holder and the Company.

     17. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or the purchase or issuance of Shares, the Company may require the person exercising the award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued pursuant to an award granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Stock Purchase Agreement.

     18. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

     19. Agreements. Options shall be evidenced by Option Agreements in such form(s) as the Administrator shall from time to time approve.

     20. Shareholder Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

     21. Information and Documents to Optionees and Purchasers. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or Purchaser has one or more Options or awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options and awards under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information.

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EX-99.(D)(16)

Exhibit (d)(16)

BUSINESS.COM. INC.

2004 STOCK OPTION PLAN

NOTICE OF STOCK OPTION GRANT

     You have been granted an option to purchase Common Stock of Business.com. Inc. (the “Company”) as follows:

Board Approval Date:
Date of Grant (Later of Board Approval Date or Commencement of Employment/Consulting):
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:
Type of Option:	Shares Incentive Stock Option
	Shares Nonstatutory Stock Option
Expiration Date:
Vesting Commencement Date:
Vesting/Exercise Schedule:	So long as your employment or consulting relationship with the Company continues, the Shares underlying this Option shall vest and become exercisable in forty-eight equal monthly installments.
Change of Control:	In the event of a Change of Control in which the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, the vesting and exercisability of each outstanding Option shall accelerate such that the Options shall become vested and exercisable to the extent of 100% of the Shares then unvested, and any repurchase right of the Company with respect to shares issued upon exercise of an Option shall lapse as to 100% of the Shares subject to such repurchase right prior to consummation of the Change of Control, in each

	case effective as of immediately prior to consummation of the transaction.
Termination Period:	This Option may be exercised for three months after termination of employment or consulting relationship except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.
Transferability:	This Option may not be transferred.

     By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Business.com. Inc. 2004 Stock Option Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

     In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

Business.com, Inc.

By:

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BUSINESS.COM, INC.

2004 STOCK OPTION PLAN

STOCK OPTION AGREEMENT

     1. Grant of Option. Business.com. Inc., a Delaware corporation (the “Company”), hereby grants to                      (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Business.com. Inc. 2004 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

     2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.

     Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.

     3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

          (a) Right to Exercise.

               (i) This Option may not be exercised for a fraction of a share.

               (ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

               (iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

          (b) Method of Exercise.

               (i) This Option shall be exercisable by execution and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Exercise Agreement”) or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

               (ii) As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

               (iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

     4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

          (a) cash or check;

          (b) cancellation of indebtedness;

          (c) prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or

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          (d) following the date, if any, upon which the Common Stock is a Listed Security, and if the Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes).

     5. Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

          (a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s disability or death, Optionee may, to the extent Optionee is vested in the Option Shares the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set forth in the Notice.

          (b) Other Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

               (i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within twelve months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares it as of such Termination Date.

               (ii) Death of Optionee. In the event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within three months after Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.

     6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

     7. Tax Consequences. Below is a brief summary as of the date of this Option of certain of the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

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          (a) Incentive Stock Option.

               (i) Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at least two years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares.

               (ii) Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee.

          (b) Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

     8. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

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     9. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

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     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

	Business.com, Inc.
	By:
Dated:

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EXHIBIT A

BUSINESS.COM, INC.

2004 STOCK OPTION PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

     This Agreement (“Agreement”) is made as of                     , by and between Business.com. Inc., a Delaware corporation (the “Company”), and                      (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Business.com 2004 Stock Option Plan.

     1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase                                 shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2004 Stock Option Plan (the “Plan”) and the Stock Option Agreement granted                      (the “Option Agreement”). The purchase price for the Shares shall be $0.01 per Share for a total purchase price of $                    . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

     2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.

     3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

          (a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”).

               (i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The

Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

               (ii) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.

               (iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.

               (iv) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s) in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

               (v) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

               (vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

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          (b) Involuntary Transfer.

               (i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

               (ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

          (c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any shareholder or shareholders of the Company or other persons or organizations.

          (e) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.

          (f) Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(a) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser.

     4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

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          (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity.

          (b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

          (c) Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

          (d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.

          (e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

          (f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the

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purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

     5. Restrictive Legends and Stop-Transfer Orders.

          (a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws:

(i)

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii)

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

          (b) Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

          (c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

     6. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

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     7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

     8. Miscellaneous.

          (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

          (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

          (c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

          (d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

          (e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

          (f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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          (g) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

          (h) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

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     The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.

COMPANY:

Business.com, Inc.

By:

Name:

Title:

PURCHASER:

(Signature)

Address:

     I,                                         , spouse of                                          , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby by similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

                                                            
Spouse of                                            

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RECEIPT

     The undersigned hereby acknowledges receipt of Certificate No. ___for ___shares of Common Stock of Business.com, Inc.

Dated:                                        

RECEIPT

     Business.com, Inc. (the “Company”) hereby acknowledges receipt of (check as applicable):

A check in the amount of $                    

The cancellation of indebtedness in the amount of $                    

Certificate No.       representing                     shares of the Company’s Common Stock with a fair market value of $                    

given by                      as consideration for Certificate No.       for                    shares of Common Stock of the Company.

Dated:                                         

Business.com, Inc.
By:
Name:
	(print)
Title: