425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2005

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-07155 (Commission File Number)	13-2740040 (IRS Employer Identification No.)
1001 Winstead Drive, Cary NC (Address of principal executive offices)		27513 (Zip Code)

R.H. Donnelley Inc.*

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	333-59287 (Commission File Number)	36-2467635 (I.R.S. Employer Identification No.)
1001 Winstead Drive, Cary NC (Address of principal executive offices)		27513 (Zip Code)

Registrant’s telephone number,
including area code:
(919) 297-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

*R.H. Donnelley Inc. is a wholly owned subsidiary of R.H. Donnelley Corporation. R.H. Donnelley Inc. became subject to the filing requirements of Section 15(d) on October 1, 1998 in connection with the public offer and sale of its 9 1/8% Senior Subordinated Notes, which Notes were redeemed in full on February 6, 2004. In addition, R.H. Donnelley Inc. is the obligor of 8 7/8% Senior Notes due 2010 and 10 7/8% Senior Subordinated Notes due 2012, and is now subject to the filing requirements of Section 15(d) as a result of such Notes. As of October 2, 2005, 100 shares of R.H. Donnelley Inc. common stock, no par value, were outstanding.

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Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

     On October 3, 2005, R.H. Donnelley Corporation, a Delaware corporation (the “Company”), a wholly owned subsidiary of the Company (“Merger Sub”) and Dex Media, Inc., a Delaware corporation (“Dex Media”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the merger of Dex Media into Merger Sub, following the satisfaction of the conditions set forth in the Merger Agreement (the “Merger”), with Merger Sub as the surviving corporation, to be renamed Dex Media, Inc. immediately following the Merger. Following the Merger, the Company will continue to be known as R.H. Donnelley Corporation. In the Merger, each issued and outstanding share of common stock of Dex Media will be converted into the right to receive $12.30 in cash and the right to receive 0.24154 shares of the Company’s common stock. The Company will assume Dex Media’s outstanding indebtedness as a result of the Merger.

     Upon completion of the Merger, the current stockholders of the Company and the current stockholders of Dex Media are expected to own approximately 47% and 53% of the Company’s shares of common stock, respectively. Completion of the Merger is subject to customary closing conditions, including antitrust clearance and the approval of the stockholders of the Company and Dex Media. The Merger is presently expected to be completed in the first quarter of 2006.

     Carlyle (as defined below) and Welsh Carson (as defined below), who collectively own 52% of Dex Media, have entered into support agreements pursuant to which they have agreed to vote specified portions of their voting securities in favor of and otherwise support the Merger. The GS Funds (as defined below) have also agreed to vote all of their voting securities and otherwise support the Merger.

     The Merger Agreement contemplates that, following the Merger, the Company’s most senior executives currently will continue to serve in the following capacities: David C. Swanson will be the company’s Chief Executive Officer, Peter J. McDonald will be its Chief Operating Officer and Steven M. Blondy will be its Chief Financial Officer. George Burnett, the current Chief Executive Officer of Dex Media, will serve as Chairman of the Company’s Board of Directors (the “Company Board”). Immediately following the closing, the Company Board will consist of 13 members, seven of which will be individuals who are currently members of the Company Board and six of which will be individuals who are currently members of Dex Media’s Board of Directors. Mr. Swanson will remain on the Company Board (surrendering the Chairman’s role), Mr. Burnett will join the Company Board as Chairman and one designee of Carlyle and one designee of Welsh Carson will join the Company Board. In addition, immediately following the Merger, the three current independent members of Dex Media’s Board will join the Company Board and six of the present (of the nine remaining) other members of the Company Board will remain on the Company Board, at least five of whom will be independent under the New York Stock Exchange rules. The presiding independent director of the Company Board following the Merger shall be chosen from among the present members of the Company Board.

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     Following the Merger, a majority of the Company Board and all members of each Committee of the Company Board will be independent under the New York Stock Exchange rules and not affiliated with Carlyle or Welsh Carson.

     The Merger Agreement includes customary non-solicitation covenants from the Company and Dex Media and the Merger Agreement may be terminated by either company in order to accept a superior proposal. A termination fee is payable in specified circumstances.

The Sponsor Stockholders Agreements

     In connection with Merger Agreement, the Company entered into two Sponsor Stockholder Agreements (the “Stockholders Agreements”), dated as of October 3, 2005, with Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P. (collectively, “Carlyle”) and Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC (collectively, “Welsh Carson,” and together with Carlyle, the “Sponsor Stockholders” and each individually, a “Sponsor Stockholder”).

     Each Stockholders Agreement provides that the applicable Sponsor Stockholder will have the right to designate one individual for election to the Company Board until such time as that Sponsor Stockholder no longer owns at least 5% of the Company’s outstanding common stock and will vote for the nominees nominated by the Nominating Committee of the Company, so long as the Company Board consists of no more than 13 members and includes such Sponsor Stockholder designee, the Chief Executive Officer of the Company and the Chairman of the Company Board, with remaining directors being unaffiliated with Carlyle or Welsh Carson and a majority of directors of the Company Board being independent under the New York Stock Exchange rules.

     Each of the Sponsor Stockholders agreed in the Stockholders Agreements not to acquire voting securities of the Company or securities convertible into voting securities if the acquisition would cause the Sponsor Stockholder to beneficially own more than 15% of the Company’s outstanding voting securities, as well as to other customary standstill provisions. These restrictions apply from the date of the Stockholders Agreement until shortly after the time when the applicable Sponsor Stockholder owns less than 5% of the Company’s voting securities and/or the applicable Sponsor Stockholder’s designee has resigned from the Company Board. Each Sponsor Stockholder also agreed not to transfer shares to any person or group who would own more than 5% (or 15% in the case of passive investors) of the Company’s voting securities after the transfer unless such person or group became bound by the standstill provisions of the Stockholders Agreement.

     Pursuant to the Stockholders Agreements, the Company granted the Sponsor Stockholders certain customary rights to require the Company to register for resale under the federal securities laws shares of the Company’s common stock owned by the Sponsor Stockholders, including shares that they will acquire in connection with the Merger.

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The Support Agreements

     In connection with the Merger Agreement, the Company entered into two Support Agreements, dated as of October 3, 2005 (the “Support Agreements”), with the Sponsor Stockholders. Pursuant to the Support Agreements, each of the Sponsor Stockholders agreed to vote specified percentages under varying circumstances in favor of the Merger. In addition, pursuant to the Support Agreements, each of the Sponsor Stockholders irrevocably appointed the Company, or any designee, as its proxy and attorney-in-fact, to vote or act by written consent with respect to such Sponsor Stockholder’s Dex Media securities. The Support Agreements terminate if the Merger Agreement is terminated.

     The Support Agreements restrict the Sponsor Stockholders from transferring their Dex Media securities, or any securities of the Company into which the Dex Media securities are converted in the Merger, during the period from October 3, 2005 until three months after the Merger is consummated (unless the Merger Agreement is terminated). The Sponsor Stockholders also agreed not to purchase additional Dex Media securities during the period from October 3, 2005 through the completion of the Merger (unless the Merger Agreement is terminated).

Stock Purchase and Support Agreement

     The Company also entered into a Stock Purchase and Support Agreement (the “Stock Purchase Agreement”), dated as of October 3, 2005, with certain investment partnerships affiliated with The Goldman Sachs Group, Inc. (the “GS Funds”), pursuant to which the Company agreed to repurchase all of the outstanding shares of the Company’s preferred stock from the GS Funds (the “GS Redemption”) for an aggregate purchase price equal to (i) the product of (A) $64.00 and (B) the number of shares of the Company’s common stock into which the outstanding preferred stock was convertible as of (and including) September 30, 2005 plus (ii) an amount equal to the amount of dividends that would have accrued on the outstanding preferred stock from and after October 1, 2005 through and including the earlier of (A) the GS Redemption Closing Date (as defined below) and (B) January 3, 2006 had the parties not entered into the Stock Purchase Agreement. The purchase price is subject to adjustment pursuant to the Stock Purchase Agreement if the GS Redemption Closing (as defined below) occurs after January 3, 2006. The outstanding shares of preferred stock were convertible into approximately 5.2 million shares of the Company’s common stock as of September 30, 2005 and, if the Merger were to close on January 31, 2006, the Company would repurchase the preferred stock for an aggregate price of approximately $337 million. As noted below, the Company’s agreement to repurchase the preferred stock is not conditioned on the completion of the Merger, although the Merger is conditioned on the GS Redemption Closing.

     Assuming that the conditions to the Stock Purchase Agreement are satisfied or waived, the GS Redemption will close at the earliest of (i) a date specified by the Company, which shall be after January 3, 2006 and no earlier than five business days after notice to the GS Funds, (ii) the effective time of the Merger, (iii) if the Merger Agreement is terminated, the earlier of (A) a date specified by the Company, which shall be no earlier than five business days after notice to the GS Funds, and (B) 30 days following the termination of the Merger Agreement or (iv)

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July 15, 2006, or at such other time mutually agreed upon by the Company and the Purchasers (such closing, the “GS Redemption Closing” and the date upon which the GS Redemption Closing occurs, the “GS Redemption Closing Date”).

     In addition, subject to the terms and conditions of the Stock Purchase Agreement, the GS Funds have consented to the Merger and the transactions contemplated by the Merger Agreement and agreed to vote all of their Company voting securities in favor of the Merger. The Stock Purchase Agreement also restricts the GS Funds from transferring their Company securities (including the preferred stock and warrants to purchase common stock held by the GS Funds) until the earlier of the GS Redemption Closing or the termination of the Stock Purchase Agreement. The Stock Purchase Agreement contains customary representations, warranties and covenants of the parties, closing conditions and indemnification agreements.

     Upon the GS Redemption Closing, the GS Funds’ right to elect two directors to the Company Board and the other rights afforded to the GS Funds under the terms of the preferred stock and related agreements will be terminated. Under the Stock Purchase Agreement, the GS Funds would retain their warrants to purchase approximately 1.65 million shares of the Company’s common stock.

Commitment Letter

     The Company has received financing commitments in a commitment letter (the “Commitment Letter”), dated October 2, 2005, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. (collectively, “JPMorgan”) to provide, among other things, the cash portion of the merger consideration in connection with the Merger and financing for the GS Redemption, subject to the terms and conditions of the Commitment Letter. JPMorgan has agreed, subject to the terms and conditions of the Commitment Letter, to provide, among other things, (i) $503,000,000 from incremental secured term loan facilities to be made available under the Credit Agreement, dated September 9, 2003, to which Dex Media and certain of its subsidiaries are parties (the “Dex West Credit Agreement”), (ii) $1,842,000,000 from the issuance of senior notes of the Company or under a bridge facility, and (iii) $250,000,000 from the issuance of senior notes of Dex Media or under a bridge facility.

     The completion of the Merger is expected to result in change of control offers under certain of Dex Media’s and its subsidiaries’ existing indebtedness. The Commitment Letter includes the refinancing of such indebtedness that is put back to Dex Media in connection with the change of control offers made as a result of the Merger, subject to the terms and conditions of the Commitment Letter. The Commitment Letter contemplates refinancings of certain of the Company’s and its subsidiaries’ other existing indebtedness.

     The completion of Merger will also require certain amendments and consents (the “Amendments”) under the Amended and Restated Credit Agreement, dated as of September 1, 2004, to which the Company and its subsidiary, R.H. Donnelley Inc., are parties, the Credit Agreement, dated November 8, 2002, to which Dex Media and certain of its subsidiaries are parties, and the Dex West Credit Agreement. JPMorgan has agreed, subject to the terms and conditions of the Commitment Letter, to assist in obtaining the Amendments, to offer to purchase

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the loans and commitments of any lenders not providing consent to the Amendments and, if the Amendments are not approved, to provide refinancings of the credit facilities for which the Amendments are not obtained.

     JPMorgan’s commitments provided in the Commitment Letter are subject to the terms and conditions provided therein, including without limitation the completion of the Merger in accordance with the terms of the Merger Agreement.

Amendment No. 3 to the Rights Agreement

     In connection with the Merger, the Company Board approved Amendment No. 3, dated as of October 3, 2005 (the “Rights Agreement Amendment”), to the Rights Agreement, dated as of October 27, 1998, as amended (the “Rights Agreement”), between the Company and The Bank of New York, as successor rights agent. The Rights Agreement Amendment made the provisions of the Rights Agreement inapplicable to the Sponsor Stockholders in connection with the Merger and the transactions contemplated by the Merger Agreement, subject to specified limitations, including that the Sponsor Stockholders comply with their standstill obligations under the Stockholder Agreements.

Employment Agreements

     In connection with the execution of the Merger Agreement, on October 3, 2005, the Company entered into an amendment and restatement of the employment agreement with David C. Swanson, Chairman and Chief Executive Officer, dated May 1, 2002, an amendment and restatement of the employment agreement with Peter J. McDonald, President and Chief Operating Officer, dated September 21, 2002, and an amendment and restatement of the employment agreement with Steven M. Blondy, Senior Vice President and Chief Financial Officer, dated March 1, 2002 (each of the amended and restated employment agreements, an “Employment Agreement” and collectively, the “Employment Agreements”). Each Employment Agreement will be effective upon the completion of the Merger and will replace and supercede each of the existing employment agreements at that time. After the Merger, each of the executive officers will continue to serve in his respective position, except that Mr. Swanson will relinquish the position of Chairman of the Company Board and continue as Chief Executive Officer.

     Mr. Swanson’s Employment Agreement provides for a three-year employment term from the completion of the Merger that will automatically renew annually upon expiration of the initial employment term, unless either party gives notice. However, during the initial term, the Company may not give notice not to renew or to terminate unless such notice is first approved by the affirmative vote of not less than 75% of the members of the Company Board cast at a meeting called specifically for that purpose. Mr. Swanson’s Employment Agreement also provides for an increase in his annual base salary to $850,000 and states that his minimum target bonus opportunity under the Company’s 2005 Stock Award and Incentive Plan will be 100% of his base salary; not less than 70% of the bonus will be paid in cash. His maximum bonus opportunity may not be less than the maximum target bonus opportunity he is eligible for at the time the agreement becomes effective.

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     Mr. McDonald’s Employment Agreement provides for an increase in his annual base salary to $600,000 and further provides that his minimum target bonus opportunity under the Company’s 2005 Stock Award and Incentive Plan will be 80% of his base salary; not less than 55% of the bonus will be paid in cash. His maximum bonus opportunity may not be less than the maximum target bonus opportunity he is eligible for at the time the agreement becomes effective.

     Mr. Blondy’s Employment Agreement provides for an increase in his annual base salary to $450,000 and further provides that his minimum target bonus opportunity under the Company’s 2005 Stock Award and Incentive Plan will be 75% of his base salary; not less than 55% of the bonus will be paid in cash. His maximum bonus opportunity may not be less than the maximum target bonus opportunity he is eligible for at the time the agreement becomes effective.

     Except as described above and with minor immaterial exceptions, the terms and conditions of the Employment Agreements are substantially identical to the terms and conditions of each of their respective existing employment agreements.

Founders’ Grants Stock Appreciation Rights Awards

     In connection with the Merger, on October 2, 2005, the Company Board approved and adopted the Compensation and Benefits Committee’s recommendation to grant each of the following officers an award of stock appreciation rights in the amounts set forth below:

Officer	SAR Award
David C. Swanson		300,000
Peter J. McDonald		150,000
Steven B. Blondy		150,000
George F. Bednarz		50,000
Robert J. Bush		50,000

The Company Board also approved grants to other officers and employees under the same terms and conditions, although generally covering fewer shares. A total number of 1.1 million shares are covered by all of these grants.

     The Committee had authorized, subject to the Company Board’s approval of the grants, the Company to enter into stock appreciation rights agreements (collectively, the “SAR Agreements”) with each of the foregoing officers, among other officers and employees of the Company. Each SAR Agreement provides that such rights will be granted with a grant price of $65 per share of common stock, above the fair market value on the date of grant but reflective of the valuation included in the merger consideration. Each SAR Agreement further provides that the award will terminate automatically if: (i) the Company does not consummate the Merger or (ii) the recipient does consent to a waiver of all rights, benefits and payments that such recipient would have been entitled to receive under each of the Company’s plans specified in the form of consent and waiver attached to the SAR Agreement with respect to outstanding

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awards under such plans following a change in control resulting from the Merger. The SAR Agreements also provide for substitution of entitlement to such benefits and payments if a recipient’s employment is terminated without cause or for good reason at or within two years after the completion of the Merger. Due to the requested waivers, recipients have been given 30 days within which to consider and decide whether to execute the SAR Agreement and related waiver.

     In addition, in connection with the Merger, on October 2, 2005, the Board approved and adopted the Compensation and Benefits Committee recommendation to set aside a share-based awards pool of: (i) 500,000 shares of the Company’s common stock for grants of share-based awards to employees of Dex Media who are key to the organization and who are designated with the title of Vice President and above and (ii) 300,000 shares of the Company’s common stock for grants of share-based awards to key employees of Dex Media who are designated as Directors and Key Sales Management. The grants will be in lieu of each recipient’s regular 2006 grants and will be made by the Company’s Compensation and Benefits Committee shortly before or following completion of the Merger.

     Lastly, in connection with the Merger, on October 2, 2005, the Board approved and adopted the Compensation and Benefits Committee recommendation to (a) waive all performance conditions associated with the July 2004 SARs award made in connection with the Company’s acquisition from SBC Communications Inc. of its directory publishing business in Illinois, and (b) substitute a vesting schedule of equal one third annual installments for such awards.

     The foregoing descriptions of the Merger Agreement, Rights Agreement Amendment, Stockholders Agreements, Support Agreements, Stock Purchase Agreement, Commitment Letter, Employment Agreements and form of the SAR Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, and 10.10, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

     The information set forth in Item 1.01 with regard to the Rights Agreement Amendment is incorporated herein by reference.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

     Certain statements contained in this document regarding the Company’s future operating results or performance or business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “intend,” “should,” “will,” “planned,” “estimated,” “potential,” “goal,” “outlook,” and similar expressions, as they relate to the Company or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only the Company’s current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to the Company. Accordingly, the statements are subject to significant risks, uncertainties and contingencies which could cause the Company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements. Such risks, uncertainties and contingencies include, but are not limited to, statements about the

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benefits of the merger between the Company and Dex Media, including future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts.

     The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the ability to obtain governmental approvals of the Merger on the proposed terms and schedule; (2) the failure of the Company and Dex Media stockholders to approve the Merger; (3) the risk that the businesses will not be integrated successfully; (4) the risk that the cost savings and any revenue synergies from the Merger may not be fully realized or may take longer to realize than expected; (5) disruption from the Merger making it more difficult to maintain relationships with customers, employees or suppliers; and (6) general economic conditions and consumer sentiment in our markets. Additional factors that could cause the Company’s and Dex Media’s results to differ materially from those described in the forward-looking statements are described in detail in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s and Dex Media’s Annual Reports on Form 10-K for the year ended December 31, 2004, as well as the Company’s and Dex Media’s other periodic filings with the Securities and Exchange Commission (the “SEC”) that are available on the SEC’s internet site (http://www.sec.gov).

Additional Information and Where To Find It

     Stockholders are urged to read the joint proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. Stockholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about the Company and Dex Media, without charge, at the SEC’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to the Company or Dex Media.

Participants in Solicitation

     The respective directors and executive officers of the Company and Dex Media and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC by the Company on March 21, 2005, and information regarding Dex Media’s directors and executive officers is available in its proxy statement filed with the SEC by Dex Media on April 20, 2005. Copies of these documents can be obtained, without charge, by directing a request to the Company or Dex Media. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

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Item 9.01. Financial Statements and Exhibits.

          (d) Exhibits.

               The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of October 3, 2005, among R.H. Donnelley Corporation, Dex Media, Inc. and Forward Acquisition Corp.
4.1	Amendment No. 3, dated as of October 3, 2005, to the Rights Agreement, dated as of October 27, 1998, as amended, between the Company and The Bank of New York, as successor rights agent (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on October 6, 2005, Commission File No. 1-7155).
10.1	Sponsor Stockholders Agreement, dated as of October 3, 2005, among R.H. Donnelley Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC.
10.2	Sponsor Stockholders Agreement, dated as of October 3, 2005, among R.H. Donnelly Corporation, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P.
10.3	Support Agreement, dated October 3, 2005, among R.H. Donnelley Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC.
10.4	Support Agreement, dated October 3, 2005, among R.H. Donnelley Corporation, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P.
10.5	Stock Purchase and Support Agreement, dated as of October 3, 2005, among R.H. Donnelly Corporation and the stockholders listed on Schedule A attached thereto.
10.6	Commitment Letter, dated October 2, 2005, among R.H. Donnelley Corporation, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
10.7	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and David C. Swanson.
10.8	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and Peter J. McDonald.
10.9	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and Steven M. Blondy.
10.10	Form of Stock Appreciation Rights Awards Agreement.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

R.H. DONNELLEY CORPORATION
/s/ Robert J. Bush
	Robert J. Bush
	Vice President, General Counsel & Corporate Secretary
R.H. DONNELLEY INC.
/s/ Robert J. Bush
	Robert J. Bush
	Vice President, General Counsel & Corporate Secretary

Date: October 6, 2005

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of October 3, 2005, among R.H. Donnelley Corporation, Dex Media, Inc. and Forward Acquisition Corp.
4.1	Amendment No. 3, dated as of October 3, 2005, to the Rights Agreement, dated as of October 27, 1998, as amended, between the Company and The Bank of New York, as successor rights agent (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on October 6, 2005, Commission File No. 1-7155).
10.1	Sponsor Stockholders Agreement, dated as of October 3, 2005, among R.H. Donnelley Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC.
10.2	Sponsor Stockholders Agreement, dated as of October 3, 2005, among R.H. Donnelly Corporation, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P.
10.3	Support Agreement, dated October 3, 2005, among R.H. Donnelley Corporation, Welsh, Carson, Anderson & Stowe IX, L.P., WD GP Associates LLC and WD Investors LLC.
10.4	Support Agreement, dated October 3, 2005, among R.H. Donnelley Corporation, Carlyle Partners III, L.P., CP III Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners L.P. and Carlyle-Dex Partners II, L.P.
10.5	Stock Purchase and Support Agreement, dated as of October 3, 2005, among R.H. Donnelly Corporation and the stockholders listed on Schedule A attached thereto.
10.6	Commitment Letter, dated October 2, 2005, among R.H. Donnelley Corporation, J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.
10.7	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and David C. Swanson.
10.8	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and Peter J. McDonald.
10.9	Amended and Restated Employment Agreement, dated October 3, 2005, between R.H. Donnelley Corporation and Steven M. Blondy.
10.10	Form of Stock Appreciation Rights Awards Agreement.

EX-2.1

                                                                     Exhibit 2.1

                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of
October 3, 2005, by and among Dex Media, Inc., a Delaware corporation (the
"Company"), R.H. Donnelley Corporation, a Delaware corporation ("Parent"), and
Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub").

                                    RECITALS:

     A. The Boards of Directors of the Company, Parent and Merger Sub have
determined that it is in the best interests of their respective companies and
stockholders to enter into a business combination pursuant to the terms and
subject to the conditions set forth herein, and have approved this Agreement and
the Merger;

     B. This Agreement contemplates (1) the merger of the Company with and into
Merger Sub (the "Merger") and (2) the conversion of the capital stock of the
Company into the right to receive cash and capital stock of Parent;

     C. For federal income tax purposes, it is intended that the Merger qualify
as a "reorganization" and this Agreement shall constitute a "plan of
reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated
thereunder;

     D. It is intended that Parent will be treated as the acquiring entity for
accounting purposes;

     E. As an inducement and condition to Parent's entering into this Agreement,
Parent and certain stockholders of the Company (collectively, the "Company
Sponsors") are entering into (1) support agreements pursuant to which, among
other things, the Company Sponsors have agreed to vote in favor of the adoption
of this Agreement (the "Company Sponsors Support Agreements") and (2)
stockholders agreements (the "Sponsor Stockholders Agreements"), effective as of
the Effective Time, providing for certain rights of the Company Sponsors;

     F. In connection with the parties entering into this Agreement, Parent,
R.H. Donnelley, Inc. and certain investment partnerships affiliated with The
Goldman Sachs Group, Inc. (collectively, the "GS Funds") are entering into an
agreement pursuant to which, among other things, the GS Funds have agreed to
vote in favor of the issuance of the Parent Shares in the Merger (the "GS
Support Agreement"); and

     G. The parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger.

     NOW, THEREFORE, the parties agree as follows:

                              ARTICLE I. THE MERGER

     1.1 The Merger. Subject to the terms of this Agreement and the conditions
set forth in Article VII, and in accordance with the Delaware General
Corporation Law (the "DGCL"),

at the Effective Time, the Company will be merged with and into Merger Sub, the
separate corporate existence of the Company will cease and Merger Sub will
continue as the surviving corporation of the Merger (the "Surviving
Corporation").

     1.2 Effective Time. As promptly as practicable after the satisfaction or,
if permissible, waiver of the conditions set forth in Article VII, the parties
hereto will cause the Merger to be consummated by filing a certificate of merger
(the "Certificate of Merger") with the Secretary of State of the State of
Delaware, in such form as is required by, and executed in accordance with, the
relevant provisions of the DGCL (the date and time of such filing of the
Certificate of Merger (or such later time as may be agreed by each of the
parties hereto and specified in the Certificate of Merger) being the "Effective
Time").

     1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
will be as provided in the DGCL.

     1.4 Certificate of Incorporation and Bylaws of the Surviving Corporation.
At the Effective Time, the Certificate of Incorporation and Bylaws of Merger
Sub, attached hereto as Exhibit A and Exhibit B, respectively, will be the
Certificate of Incorporation and Bylaws, respectively, of the Surviving
Corporation until thereafter amended in accordance with applicable Law.

     1.5 Directors and Officers of the Surviving Corporation. The directors of
Merger Sub immediately prior to the Effective Time will be the directors of the
Surviving Corporation until the next annual meeting (or the earlier of their
resignation or removal) and until their respective successors are duly elected
and qualified, as the case may be. The officers of Merger Sub immediately prior
to the Effective Time will be the officers of the Surviving Corporation until
the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be.

     1.6 Bylaws of the Parent. At the Effective Time, the Bylaws of Parent will
be amended and restated in the form attached hereto as Exhibit C.

     1.7 Tax Consequences. It is intended that (i) the Merger qualify as a
"reorganization" within the meaning of Section 368(a) of the Code, (ii) this
Agreement will constitute a "plan of reorganization" within the meaning of
Treasury Regulation Section 1.368-2(g), and (iii) the Company, Parent and Merger
Sub will each be a party to the reorganization within the meaning of Section
368(b) of the Code.

     1.8 Headquarters. The headquarters of Parent will be in Raleigh, North
Carolina. The parties expect to maintain a significant operating presence in
Denver, Colorado.

     1.9 Certain Executive Officers of Parent and Other Matters. Immediately
following the Effective Time, the individuals set forth on Exhibit D will have
the executive officer positions at Parent as set forth therein, until the
earlier of their resignation or removal and until their respective successors
are duly elected and qualified, as the case may be. In addition, certain other
matters with respect to Parent following the Effective Time are set forth on
Exhibit D.


                                       2

     1.10 Parent Board. Effective as of the Effective Time, (i) the Parent Board
shall be composed of 13 directors, consisting of (A) Parent's Chief Executive
Officer, (B) six individuals designated by Parent from among the members of the
Parent Board prior to the Effective Time (at least five of whom shall be
independent under the New York Stock Exchange (the "NYSE") rules and
regulations), (C) the Chief Executive Officer of the Company immediately prior
to the Effective Time, (D) one designee of each Company Sponsor, pursuant to the
terms of the Sponsor Stockholders Agreements, and (E) three individuals
designated by the Company from among the members of the Company Board prior to
the Effective Time, each of whom shall be independent under the NYSE rules and
regulations and not affiliated with any Company Sponsor (with the individuals
described in clauses (C) through (E) being referred to as the "Company
Directors"), (ii) two Company Directors shall have been assigned to each of the
three classes of directors on the Parent Board; provided, however, that three
Company Directors may be elected to the class of Parent directors whose term
expires in 2008 (with the remaining directors spread as evenly as possible among
the other two classes) and the Company will designate the individuals to be
assigned to each class in accordance with the foregoing, and (iii) the Presiding
Director (as defined in the Parent Bylaws) shall be an individual designated by
Parent from among the members of the Parent Board prior to the Effective Time
who shall be independent under the NYSE rules and regulations.

         ARTICLE II. CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

     2.1 Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the Company, Parent, Merger Sub or
the holders of any of the following securities:

          (a) Cancellation of Certain Company Common Stock. Each share of common
stock, par value $0.01 per share, of the Company (the "Company Common Stock")
issued and outstanding and owned by Parent, Merger Sub or any direct or indirect
wholly owned subsidiary of Parent or of the Company (all issued and outstanding
shares of the Company Common Stock being hereinafter collectively referred to as
the "Company Shares") and each share of Company Common Stock held in the
treasury of the Company immediately prior to the Effective Time will be canceled
without any conversion thereof and no payment or distribution will be made with
respect thereto.

          (b) Shares of Merger Sub Stock. Each share of common stock, par value
$0.01 per share, of Merger Sub issued and outstanding immediately prior to the
Effective Time will be converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock, par value $0.01 per share,
of the Surviving Corporation.

          (c) Conversion of Company Common Stock. Each Company Share (other than
any Company Shares canceled pursuant to Section 2.1(a)) will be canceled and
converted automatically, subject to adjustment in accordance with this Section
2.1 and Section 2.2, into the right to receive (i) $12.30 in cash (the "Cash
Consideration") and (ii) 0.24154 of a share of common stock (the "Exchange
Ratio"), par value $1.00 per share ("Parent Shares"), of Parent (the "Stock
Consideration," together with the Cash Consideration, the "Merger
Consideration"),


                                       3

in each case payable upon surrender, in the manner provided in Section 2.2, of
the certificate that formerly evidenced such Company Share.

          (d) Anti-Dilution Provisions. In the event either Parent or the
Company (i) changes (or establishes a record date for changing) the number of
shares of its capital stock issued and outstanding prior to the Effective Time
as a result of a stock split, reverse stock split, stock dividend (including any
dividend or distribution of securities convertible into shares of its capital
stock), extraordinary dividends, stock combination, recapitalization,
reclassification, reorganization, combination, exchange of shares or similar
transaction or like change with respect to shares of its capital stock or
(ii) pays or makes an extraordinary dividend or distribution in respect of
shares of its capital stock (other than a distribution referred to in clause (i)
of this sentence) and, in either case, the record date therefor is prior to the
Effective Time, the Merger Consideration will be proportionately adjusted. Cash
dividends and increases thereon, the purchase referred to in Section 6.15 and
redemptions not prohibited by Sections 5.2(c) and 5.3(c) of this Agreement will
not be considered extraordinary for purposes of the preceding sentence.

     2.2 Exchange of Certificates and Cash Consideration. (a) Exchange Agent.
Parent will deposit, or cause to be deposited, with a bank or trust company
designated by Parent (the "Exchange Agent"), for the benefit of the holders of
Company Shares, for exchange in accordance with this Article II through the
Exchange Agent, certificates representing the Parent Shares issuable pursuant to
Section 2.1, and cash, from time to time as required to make payments in respect
of the Cash Consideration and payments in lieu of any fractional shares pursuant
to Section 2.2(e) (such cash and certificates for Parent Shares, together with
any dividends or distributions with respect thereto, being hereinafter referred
to as the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable
instructions, deliver the Parent Shares and cash payments contemplated to be
issued pursuant to Section 2.1 out of the Exchange Fund. Except as contemplated
by Section 2.2(f), the Exchange Fund will not be used for any other purpose.

          (b) Exchange Procedures. As promptly as practicable after the
Effective Time, Parent will cause the Exchange Agent to mail to each person who
was, at the Effective Time, a holder of record of Company Shares entitled to
receive the Merger Consideration pursuant to Section 2.1(c): (i) a letter of
transmittal (which will be in customary form and will specify that delivery will
be effected, and risk of loss and title to the certificates evidencing such
Company Shares (the "Certificates") will pass, only upon proper delivery of the
Certificates to the Exchange Agent) and (ii) instructions for use in effecting
the surrender of the Certificates pursuant to such letter of transmittal. Upon
surrender to the Exchange Agent of a Certificate for cancellation, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required
pursuant to such instructions, (i) the holder of such Certificate will be
entitled to receive in exchange therefor (A) a certificate representing that
number of whole Parent Shares which such holder has the right to receive in
respect of the Company Shares formerly represented by such Certificate (after
taking into account all Company Shares then held by such holder), if any, (B)
cash in respect of the Cash Consideration to be received by such holder, if any,
(C) cash in lieu of any fractional Parent Shares to which such holder is
entitled pursuant to Section 2.2(e), and (D) any dividends or other
distributions to which such holder is entitled pursuant to Section 2.2(c) (such
items described in clauses (A) - (D), the "Delivered Items"), and (ii) the
Certificate so


                                       4

surrendered will forthwith be cancelled. In the event of a transfer of ownership
of Company Shares that is not registered in the transfer records of the Company,
the Delivered Items may be issued to a transferee if the Certificate
representing such Company Shares is presented to the Exchange Agent, accompanied
by all documents required to evidence and effect such transfer and by evidence
that any applicable stock transfer taxes have been paid. Until surrendered as
contemplated by this Section 2.2, each Certificate will be deemed at all times
after the Effective Time to represent only the right to receive upon such
surrender the Delivered Items.

          (c) Distributions with Respect to Unexchanged Parent Shares. No
dividends or other distributions declared or made after the Effective Time with
respect to Parent Shares with a record date after the Effective Time will be
paid to the holder of any unsurrendered Certificate with respect to the Parent
Shares represented thereby, and no cash payment in lieu of any fractional shares
will be paid to any such holder pursuant to Section 2.2(e), until the holder of
such Certificate surrenders such Certificate. Subject to the effect of escheat,
tax or other applicable Laws, following surrender of any such Certificate, there
will be paid to the holder of the certificates representing whole Parent Shares
issued in exchange therefor, without interest, (i) promptly, the amount of any
cash payable with respect to a fractional Parent Share to which such holder is
entitled pursuant to Section 2.2(e) and the amount of dividends or other
distributions with a record date after the Effective Time and theretofore paid
with respect to such whole Parent Shares and (ii) at the appropriate payment
date, the amount of dividends or other distributions, with a record date after
the Effective Time but prior to surrender and a payment date occurring after
surrender, payable with respect to such whole Parent Shares.

          (d) No Further Rights in Company Common Stock. All Merger
Consideration issued upon conversion of the Company Shares in accordance with
the terms hereof (together with cash paid pursuant to Section 2.2(c) or Section
2.2(e)) will be deemed to have been issued in full satisfaction of all rights
pertaining to such Company Shares, including any "Rights" under the Company
Rights Agreement.

          (e) No Fractional Shares. No certificate or scrip representing
fractional Parent Shares will be issued upon the surrender for exchange of
Certificates, and such fractional share interests will not entitle the owner
thereof to vote or to any other rights of a stockholder of Parent.
Notwithstanding any other provision of this Agreement, each holder of shares of
Company Common Stock converted pursuant to the Merger who would otherwise have
been entitled to receive a fraction of a share of Parent Common Stock (after
taking into account all Certificates delivered by such holder) will receive, in
lieu thereof, cash (without interest) in an amount equal to such fraction as
determined below. As promptly as practicable following the Effective Time, the
Exchange Agent will determine the excess of (i) the number of full Parent Shares
delivered to the Exchange Agent by Parent for issuance to holders of
Certificates over (ii) the aggregate number of full Parent Shares to be
distributed to holders of Company Common Stock (such excess being herein
referred to as the "Excess Shares"). As soon as practicable after the Effective
Time, the Exchange Agent, as agent for such holders of Company Common Stock will
sell the Excess Shares at then prevailing prices on the NYSE all in the manner
provided herein. The sale of the Excess Shares by the Exchange Agent will be
executed on the NYSE and will be executed in round lots to the extent
practicable. Until the net proceeds of any such sale or sales have been
distributed to the holders of Company Common Stock, the Exchange Agent will hold
such proceeds in trust for such holders. Parent will pay all commissions,
transfer taxes and other out-of-pocket transaction costs of the Exchange Agent
incurred in connection with such


                                       5

sale or sales of Excess Shares and the Exchange Agent's compensation and
expenses in connection with such sale or sales. The Exchange Agent will
determine the portion of such net proceeds to which each holder of Company
Common Stock will be entitled, if any, by multiplying the amount of the
aggregate net proceeds by a fraction, the numerator of which is the amount of
the fractional share interest to which such holder of Company Common Stock is
entitled (after taking into account all Certificates then held by such holder)
and the denominator of which is the aggregate amount of fractional share
interests to which all holders of Company Common Stock are entitled. As soon as
practicable after the determination of the amount of cash, if any, to be paid to
holders of Certificates with respect to any fractional share interests, the
Exchange Agent will promptly pay such amounts to such holders of Company Common
Stock, subject to and in accordance with the terms of Sections 2.2(b) and (c).

          (f) Termination of Exchange Fund and Additional Exchange Fund. Any
portion of the Exchange Fund that remains undistributed to the holders of
Company Shares for one year after the Effective Time will be delivered to
Parent, upon demand, and any holders of Company Shares who have not theretofore
complied with this Article II will thereafter look only to Parent for the
Delivered Items. Any portion of the Exchange Fund remaining unclaimed by holders
of Company Shares as of a date which is immediately prior to such time as such
amounts would otherwise escheat to or become property of any government entity
will, to the extent permitted by applicable Law, become the property of Parent
free and clear of any claims or interest of any person previously entitled
thereto.

          (g) No Liability. None of the Exchange Agent, Parent or the Surviving
Corporation will be liable to any holder of Company Shares for any such Company
Shares (or dividends or distributions with respect thereto), or cash delivered
to a public official pursuant to any abandoned property, escheat or similar Law.

          (h) Withholding Rights. Each of the Surviving Corporation and Parent
will be entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any holder of Company Shares, options to purchase
shares of Company Common Stock (a "Company Stock Option") or other awards based
on Company Common Stock (the "Company Stock-Based Awards"), such amounts as it
is required to deduct and withhold with respect to the making of such payment
under the Code, or any provision of state, local or foreign tax Law. To the
extent that amounts are so withheld by the Surviving Corporation or Parent, as
the case may be, such withheld amounts will be treated for all purposes of this
Agreement as having been paid to the holder of the Company Shares, Company Stock
Options or Company Stock-Based Awards in respect of which such deduction and
withholding was made by the Surviving Corporation or Parent, as the case may be.
Any amounts deducted and withheld from the consideration otherwise payable
pursuant to this Agreement shall be remitted by Parent or the Surviving
Corporation to the appropriate governmental authority on a timely basis.

          (i) Lost Certificates. If any Certificate has been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such person of a bond, in such reasonable
amount as the Surviving Corporation may direct, as indemnity against any claim
that may be made against it with respect to such Certificate, the Exchange Agent
will issue in exchange for such lost, stolen or destroyed Certificate the
Delivered Items.


                                       6

     2.3 Stock Transfer Books. At the Effective Time, the stock transfer books
of the Company will be closed and there will be no further registration of
transfers of Company Shares thereafter on the records of the Company. From and
after the Effective Time, the holders of Certificates will cease to have any
rights with respect to such Company Shares, except as provided in this Agreement
or by Law. On or after the Effective Time, subject to, with respect to the
relevant holders of Company Shares, their delivery of the Certificates required
by Section 2.2 of this Agreement, any Certificates presented to the Exchange
Agent or Parent for any reason will be converted into the Delivered Items.

     2.4 Company Options; Other Company Stock-Based Awards. (a) As soon as
practicable following the date of this Agreement, the Company will take such
actions so that the Company Board or, if appropriate, any committee thereof
administering the Company Stock Plans (as identified on Section 3.11(a) of the
Company Disclosure Schedule) adopts such resolutions and takes such other
actions (including obtaining any required consents) as may be required to
provide that each Company Stock Option that is outstanding immediately prior to
the Effective Time, whether vested or unvested, will, at the Effective Time, be
converted into an option to purchase a number of shares of Parent Common Stock
equal to the number of shares of Company Common Stock subject to such Company
Stock Option multiplied by 0.43077 (the "Stock Exchange Ratio") (rounded down to
the nearest whole share), at an exercise price per share of Parent Common Stock
equal to the exercise price per share of Company Common Stock under such Company
Stock Option divided by the Stock Exchange Ratio (rounded up to the nearest
whole cent), and otherwise having the same terms and conditions as were
applicable under such Company Stock Option immediately prior to the Effective
Time (each, a "Company Rollover Option"). Notwithstanding the foregoing, the
Company may adjust the conversion described in this Section 2.4(a) by modifying
the exercise price per share of Parent Common Stock and may take such actions as
may be necessary or appropriate to comply with Section 409A of the Code and to
preserve the intended tax treatment of the Company Rollover Options; provided,
however, that in no event shall any such adjustment to the conversion described
in this Section 2.4(a) increase the aggregate number of shares of Parent Common
Stock subject to the Company Rollover Options without the prior written consent
of Parent.

          (b) The Company will take all actions necessary to ensure that all
restrictions and limitations on vesting, transfer and exercise and all risk of
forfeiture and rights of repurchase with respect to Company Stock Options,
shares of Company Common Stock and other Company Stock-Based Awards, to the
extent not already lapsed as of the Effective Time, will remain in full force
and effect with respect to such Company Stock Options, shares of Company Common
Stock and other Company Stock-Based Awards after giving effect to the Merger and
their conversion into Company Rollover Options, shares of Parent Common Stock
and awards denominated in Parent Common Stock, except to the extent required by
the terms of such Company Stock Options and Company Stock-Based Awards Benefit
Plan or pursuant to any Company Benefit Plan as in effect on the date hereof and
except as set forth on Section 2.4(b) of the Company Disclosure Schedule.



                                       7


          (c) Parent will prepare and file with the Securities and Exchange
Commission (the "SEC"), and use reasonable best efforts to cause to be effective
prior to or at the Effective Time, a registration statement on Form S-8 (or
another appropriate form) registering under the Company Stock Plans all shares
of Parent Common Stock subject to the Company Rollover Options and the Company
Stock-Based Awards which survive the Effective Time and become denominated in
the form of Parent Common Stock. Such registration statement will be kept
effective (and the current status of the prospectus or prospectuses required
thereby will be maintained) as long as any Company Rollover Options and Company
Stock-Based Awards remain outstanding.

     2.5 Appraisal Rights/Dissenting Shares. (a) Notwithstanding any provision
of this Agreement to the contrary and to the extent available under the DGCL,
Company Shares that are outstanding immediately prior to the Effective Time and
that are held by stockholders who have neither voted in favor of the Merger nor
consented thereto in writing and who have demanded properly in writing appraisal
for such Company Shares in accordance with Section 262 of the DGCL
(collectively, the "Dissenting Shares") will not be converted into, or represent
the right to receive, the Merger Consideration payable to No Election Shares.
Such stockholders will be entitled to receive payment of the appraised value of
Dissenting Shares held by them in accordance with the provisions of such Section
262, except that all Company Shares held by stockholders who have failed to
perfect or who effectively have withdrawn or lost their rights to appraisal of
such Dissenting Shares under such Section 262, will thereupon be deemed to have
been converted into, and to have become exchangeable for, as of the


                                       8

Effective Time, the right to receive the Merger Consideration, without any
interest thereon, upon surrender, in the manner provided in Section 2.2, of the
certificate or certificates that formerly evidenced such Company Shares.
Notwithstanding anything to the contrary contained in this Section 2.5, if the
Merger is rescinded or abandoned, then the right of any stockholder to be paid
the appraised value of such stockholder's Dissenting Shares pursuant to Section
262 of the DGCL will cease.

          (b) The Company will give Parent (i) prompt (and in any event prior to
the Effective Time) notice of any demands for appraisal received by the Company,
and prompt notice of any withdrawals of such demands, and any other instruments
served pursuant to the DGCL and received by the Company and (ii) the opportunity
to direct all negotiations and proceedings with respect to demands for appraisal
under the DGCL. The Company will not, except with the prior written consent of
Parent, make any payment with respect to any demands for appraisal or offer to
settle or settle any such demands.

           ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as disclosed in (x) a publicly available final registration
statement, prospectus, report, form, schedule or definitive proxy statement
filed since January 1, 2005 by the Company with the SEC pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the
"Company SEC Reports"), and prior to the close of business on September 30, 2005
(the "Measurement Date"), but excluding any risk factor disclosure contained in
any such Company SEC Report under the heading "Risk Factors" or "Forward-Looking
Information," or (y) the disclosure letter (the "Company Disclosure Schedule")
delivered by the Company to Parent prior to the execution of this Agreement
(which letter sets forth items of disclosure with specific reference to the
particular Section or subsection of this Agreement to which the information in
the Company Disclosure Schedule relates; provided, however, that any information
set forth in one section of the Company Disclosure Schedule will be deemed to
apply to each other Section or subsection of this Agreement to which its
relevance is reasonably apparent; provided, further, that, notwithstanding
anything in this Agreement to the contrary, the inclusion of an item in such
schedule as an exception to a representation or warranty will not be deemed an
admission that such item represents a material exception or material fact, event
or circumstance or that such item has had or would reasonably be expected to
have a Material Adverse Effect on the Company), the Company represents and
warrants to Parent as follows:

     3.1 Corporate Organization. (a) The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has the corporate power and authority to own or lease all
of its properties and assets and to carry on its business as it is now being
conducted, and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. As used in this Agreement, the term
"Material Adverse Effect" means, with respect to Parent or the Company, as the
case may be, any change, effect, event, occurrence or state of facts that has
had or would be reasonably expected to have a material adverse effect on


                                       9

(i) the business, results of operations or financial condition of such party and
its Subsidiaries, taken as a whole (provided, however, that with respect to this
clause (i), Material Adverse Effect will be deemed not to include effects to the
extent resulting from (A) changes in or relating to the United States economy or
United States financial, credit or securities markets in general or (B) changes
in or relating to the industries in which such party operates or the markets for
any of such party's products or services in general, which changes in the case
of clauses (A) and (B) do not affect such party to a materially disproportionate
degree relative to other entities operating in such markets or industries or
serving such markets) or (ii) the ability of such party to consummate the
transactions contemplated by this Agreement in the manner contemplated hereby.

          (b) True and complete copies of the Second Amended and Restated
Certificate of Incorporation of the Company, as amended through, and as in
effect as of, the date of this Agreement (including any certificates of
designation thereto) (the "Company Charter"), and the Amended and Restated
By-laws of the Company, as amended through, and as in effect as of, the date of
this Agreement (the "Company Bylaws"), have previously been made available to
Parent.

          (c) Each Company Subsidiary (i) is duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business and in good standing in all jurisdictions (whether federal, state,
local or foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified, and (iii) has all requisite
corporate power and authority to own or lease its properties and assets and to
carry on its business as now conducted, except for such variances from the
matters set forth in any of clauses (i), (ii) or (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

     3.2 Capitalization. (a) As of the date of this Agreement, the authorized
Company capital stock consists of (i) 700,000,000 shares of Company Common Stock
of which, as of the Measurement Date, 150,508,492 shares were issued and
outstanding, and (ii) 200,000 shares of Company Series A junior participating
preferred stock, par value $0.01 per share, of which, as of the Measurement
Date, no shares were issued and outstanding (the "Company Series A Preferred
Stock" and, together with the Company Common Stock, the "Company Capital
Stock"). As of the Measurement Date, no shares of Company Capital Stock were
held in the Company's treasury. As of the Measurement Date, no shares of Company
Capital Stock were reserved for issuance except for 4,821,858 shares of Company
Common Stock reserved for issuance upon the exercise of Company Stock Options or
Company Stock-Based Awards issued or issuable pursuant to the equity-based
compensation plans identified on Section 3.11(a) of the Company Disclosure
Schedule (the "Company Stock Plans"). All of the issued and outstanding shares
of Company Capital Stock have been duly authorized and validly issued and are
fully paid, nonassessable and free of preemptive rights, with no personal
liability attaching to the ownership thereof. As of the date of this Agreement,
except as set forth above or in the last sentence of this Section 3.2(a), or
pursuant to this Agreement and the Company Stock Plans, there are no outstanding
shares of capital stock or other voting securities of the Company, and the
Company does not have and is not bound by any outstanding subscriptions,
options, warrants, calls, commitments, preemptive rights, redemption obligations
or agreements of any character calling for the purchase, issuance or
registration of any shares of


                                       10

the Company's capital stock or any other equity securities of the Company or any
securities representing the right to purchase or otherwise receive any shares of
the Company's capital stock. Section 3.2(a) of the Company Disclosure Schedule
sets forth the following information with respect to each Company Stock Option
and Company Stock-Based Award outstanding as of the date of this Agreement, as
applicable: (i) the name of the recipient; (ii) the number of shares of Company
Common Stock subject to such Company Stock Option or Company Stock-Based Award;
(iii) the exercise, purchase or grant price; (iv) the date of grant; (v) the
applicable vesting schedule; (vi) the date of expiration; (vii) the type of such
awards and the Company Stock Plans under which such Company Stock Options or
Company Stock-Based Awards were issued; and (viii) whether the exercisability of
such Company Stock Option or Company Stock-Based Award will be accelerated in
any way by the transactions contemplated by this Agreement, and the extent of
such acceleration. From and after the Measurement Date through the date hereof,
the Company has not issued or awarded any Company Capital Stock, Company Stock
Options or Company Stock-Based Awards (other than upon the exercise or
satisfaction of Company Stock Options or Company Stock-Based Awards or the
conversion of convertible securities, in each case outstanding as of the
Measurement Date).

          (b) As of the date of this Agreement, no bonds, debentures, notes or
other indebtedness of the Company having the right to vote on any matters on
which stockholders may vote ("Company Voting Debt") are issued or outstanding.

          (c) All of the issued and outstanding shares of capital stock or other
equity ownership interests of each "significant subsidiary" (as such term is
defined under Regulation S-X of the SEC) of the Company are owned by the
Company, directly or indirectly, free and clear of any material liens, pledges,
charges and security interests and similar encumbrances, other than for Taxes
that are not yet due ("Liens"), and free of any restriction on the right to
vote, sell or otherwise dispose of such capital stock or other equity ownership
interest (other than restrictions under applicable securities Laws), and all of
such shares or equity ownership interests are duly authorized and validly issued
and are fully paid, nonassessable and free of preemptive rights. No such
significant subsidiary is bound by any outstanding subscriptions, options,
warrants, calls, commitments or agreements of any character calling for the
purchase or issuance of any shares of capital stock or any other equity security
of such significant subsidiary or any securities representing the right to
purchase or otherwise receive any shares of capital stock or any other equity
security of such significant subsidiary. Except for the capital stock or other
equity ownership interests of the Company Subsidiaries, as of the date of this
Agreement, the Company does not beneficially own directly or indirectly any
capital stock, membership interest, partnership interest, joint venture interest
or other equity interest in any Person that constitutes a Substantial
Investment. As used in this Agreement, (i) "Person" means an individual, a
corporation, a partnership, an association, a joint stock company, a business
trust or an unincorporated organization, (ii) "Subsidiary," when used with
respect to either party, means any corporation, partnership, limited liability
company or other organization, whether incorporated or unincorporated, (x) of
which such party or any other Subsidiary of such party is a general partner
(excluding partnerships, the general partnership interests of which held by such
party or any Subsidiary of such party do not have a majority of the voting
interests in such partnership) or (y) a majority of the securities or other
interests of which having by their terms ordinary voting power to elect a
majority of the Board of Directors or others performing similar functions with
respect to such corporation or other organization is directly or indirectly
owned or


                                       11

controlled by such party or by any one or more of its Subsidiaries, or by such
party and one or more of its Subsidiaries, and the terms "Company Subsidiary"
and "Parent Subsidiary" will mean any Subsidiary of the Company or Parent,
respectively, and (iii) "Substantial Investment," when used with respect to
either party, means a stock or other equity investment having a fair market
value or book value in excess of $5 million, directly or indirectly, in any
Person.

     3.3 Authority; No Violation. (a) The Company has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of the Company (the "Company Board").
The Company Board has determined that this Agreement and the transactions
contemplated hereby are in the best interests of the Company and its
stockholders, has resolved to recommend that holders of Company Common Stock
vote in favor of the adoption of this Agreement and has directed that this
Agreement be submitted to the Company's stockholders for adoption, and the
Merger be submitted to the Company's stockholders for approval, at a duly held
meeting of such stockholders (the "Company Stockholders Meeting"), and, except
for the adoption of this Agreement and the approval of the Merger at such
meeting by the affirmative vote of the holders of a majority of the Company
Shares issued an outstanding and entitled to vote thereon ("Company Stockholder
Approval"), no other corporate proceedings on the part of the Company or vote by
the holders of any class or series of Company Capital Stock are necessary to
approve or adopt this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the
Company and (assuming due authorization, execution and delivery by the other
parties hereto) constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws
affecting the rights of creditors generally and the availability of equitable
remedies).

          (b) Neither the execution and delivery of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby, nor compliance by the Company with any of the terms or provisions of
this Agreement, will (i) assuming that the Company Stockholder Approval is
obtained, violate any provision of the Company Charter or the Company Bylaws or
(ii) assuming that the consents, approvals and filings referred to in Section
3.4 are duly obtained and/or made, (A) violate any order, injunction or decree
issued by any court or agency of competent jurisdiction or other legal restraint
or prohibition (an "Injunction") or any federal, state, local or foreign laws,
statutes, ordinances, rules, regulations, judgments, orders, Injunctions,
decrees, arbitration awards, agency requirements, licenses and permits of all
Governmental Entities (each, a "Law" and collectively, "Laws") applicable to the
Company, any of the Company Subsidiaries or any of their respective properties
or assets or (B) violate, conflict with, result in a breach of any provision of
or the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate
the performance required by, or result in the creation of any Lien upon any of
the respective properties or assets of the Company or any of the Company
Subsidiaries under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which the Company or any of the Company


                                       12

Subsidiaries is a party, or by which they or any of their respective properties
or assets may be bound or affected, except, in the case of clause (ii), for such
violations, conflicts, breaches, defaults, terminations, rights of termination
or cancellation, accelerations or Liens that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company.

     3.4 Consents and Approvals. Except for (i) the filing with the SEC of a
Joint Proxy Statement in definitive form relating to the Company Stockholders
Meeting and the Parent Stockholders Meeting (the "Joint Proxy Statement") and of
a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy
Statement will be included as a prospectus, and declaration of effectiveness of
the Form S-4, (ii) the filing of the Certificate of Merger with the Delaware
Secretary of State pursuant to the DGCL, (iii) any notices or filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (iv) such filings and approvals as are required to be made or obtained
under the securities or "Blue Sky" laws of various states in connection with the
issuance of the shares of Parent capital stock pursuant to this Agreement, (v)
the Company Stockholder Approval and Parent Stockholder Approval, and (vi) the
consents or approvals listed in Section 3.4 of the Company Disclosure Schedule,
no consents or approvals of or filings or registrations with any federal, state,
local or foreign government, court of competent jurisdiction, administrative
agency, commission or other governmental authority or instrumentality (each, a
"Governmental Entity") are necessary in connection with (A) the execution and
delivery by the Company of this Agreement or (B) the consummation by the Company
of the Merger and the other transactions contemplated by this Agreement.

     3.5 Reports. The Company and each of the Company Subsidiaries have timely
filed all reports, registrations, schedules, forms, statements and other
documents, together with any amendments required to be made with respect
thereto, that they were required to file since July 22, 2004 with (i) the SEC,
(ii) any state or other federal regulatory authority (other than any taxing
authority, which is covered by Section 3.10), and (iii) any foreign regulatory
authority (other than any taxing authority, which is covered by Section 3.10)
(collectively, "Regulatory Agencies"), and have paid all fees and assessments
due and payable in connection therewith, except in each case under clauses (ii)
and (iii) where the failure to file such report, registration, schedule, form,
statement or other document, or to pay such fees and assessments, would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company. No Company SEC Report, as of the date of such
Company SEC Report, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements made therein, in light of the circumstances in which they
were made, not misleading, except that information as of a later date (but
before the date of this Agreement) will be deemed to modify information as of an
earlier date. Since July 22, 2004, as of their respective dates, all Company SEC
Reports complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act, and the rules and
regulations thereunder with respect thereto.

     3.6 Financial Statements. The Company has previously made available to
Parent copies of (i) the consolidated balance sheets of the Company and the
Company Subsidiaries as of December 31, 2004 and 2003, the related consolidated
statements of operations and cash flows for the years ended December 31, 2004
and December 31, 2003 and for the periods from


                                       13

November 9 to December 31, 2002 and January 1 to November 8, 2002, and the
related consolidated statements of changes in stockholders' equity and
comprehensive loss for the years ended December 31, 2004 and December 31, 2003
and for the period from November 9 to December 31, 2002, as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2004, including any amendments thereto filed with the SEC prior to the
Measurement Date (collectively, the "Company 2004 10-K"), filed with the SEC
under the Exchange Act, accompanied by the audit report of KPMG LLP, the
independent registered public accounting firm with respect to the Company for
such periods (such balance sheets and statements, the "Audited Company Financial
Statements"), and (ii) the unaudited condensed consolidated balance sheet of the
Company and the Company Subsidiaries as of June 30, 2005 and the related
condensed consolidated statements of operations and cash flows for the six-month
periods ended June 30, 2005 and 2004, as reported in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2005, including any
amendments thereto filed with the SEC prior to the Measurement Date
(collectively, the "Company 10-Q") (such balance sheets and statements, the
"Unaudited Company Financial Statements" and, together with the Audited Company
Financial Statements, the "Company Financial Statements"). The consolidated
balance sheets of the Company (including the related notes, where applicable)
included in the Company Financial Statements fairly present in all material
respects the consolidated financial position of the Company and the Company
Subsidiaries as of the dates thereof, and the other financial statements
included in the Company Financial Statements (including the related notes, where
applicable) fairly present in all material respects the results of the
consolidated operations, cash flows and changes in stockholders' equity of the
Company and the Company Subsidiaries for the respective periods therein set
forth, subject in the case of the Unaudited Company Financial Statements to
normal year-end audit adjustments that are immaterial in nature and in amounts
consistent with past experience; each of such statements (including the related
notes, where applicable) complies in all material respects with the published
rules and regulations of the SEC with respect thereto; and each of the Company
Financial Statements (including the related notes, where applicable) has been
prepared in all material respects in accordance with U.S. generally accepted
accounting principles ("GAAP") consistently applied during the periods involved,
except, in each case, as indicated in such statements or in the notes thereto.
To the knowledge of the Company, there is no applicable accounting rule,
consensus or pronouncement that has been adopted by the SEC, the Financial
Accounting Standards Board, the Emerging Issues Task Force or any similar body
but is not in effect as of the date of this Agreement that, if implemented,
would reasonably be expected to have a Material Adverse Effect on the Company.

     3.7 Advisors' Fees. None of the Company, any Company Subsidiary or any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Lehman Brothers Inc. and Merrill Lynch & Co. (the
"Company's Advisors"), which firms the Company retained pursuant to engagement
letters, copies of which have been provided to Parent.

     3.8 Absence of Certain Changes or Events. (a) Since June 30, 2005, no event
has occurred that has had or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect on the Company.


                                       14

          (b) From June 30, 2005, through the date hereof, the Company and the
Company Subsidiaries have carried on their respective businesses in all material
respects in the ordinary course and have not taken any action or failed to take
any action that would have resulted in a breach of Section 5.2 had such section
been in effect since June 30, 2005.

          (c) The aggregate amount of payments permitted to be made under the
restricted payments covenant under each of the indentures governing the notes of
the Company and Dex Media West, LLC is at least $450 million and $200 million,
respectively.

     3.9 Legal Proceedings. (a) None of the Company or any of the Company
Subsidiaries is a party to any, and there are no pending or, to the knowledge of
the Company, threatened, legal, administrative, arbitral or other proceedings,
claims, actions or governmental or regulatory investigations or reviews of any
nature against the Company or any of the Company Subsidiaries, except as would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

          (b) There is no Injunction, judgment, or regulatory restriction
imposed upon the Company, any of the Company Subsidiaries or the assets of the
Company or any of the Company Subsidiaries that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company.

     3.10 Taxes and Tax Returns. (a) Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company: (i) the Company and the Company Subsidiaries have timely filed all Tax
Returns required to be filed by them on or prior to the date of this Agreement
taking into account any extensions of time within which to file such Tax Returns
(all such returns being accurate and complete in all material respects) and have
paid all Taxes required to be paid by them other than Taxes that are not yet due
or that are being contested in good faith in appropriate proceedings; (ii) there
are no Liens for Taxes on any assets of the Company or the Company Subsidiaries
other than Liens for Taxes that are not yet due and payable; (iii) no deficiency
for any Tax has been asserted or assessed by a taxing authority against the
Company or any of the Company Subsidiaries which deficiency has not been paid or
is not being contested in good faith in appropriate proceedings; (iv) the
Company and the Company Subsidiaries have provided adequate reserves in their
financial statements for any Taxes that have not been paid; and (v) neither the
Company nor any of the Company Subsidiaries is a party to or is bound by any Tax
sharing, allocation or indemnification agreement or arrangement (other than such
an agreement or arrangement exclusively between or among the Company and the
Company Subsidiaries).

          (b) Within the past five years, neither the Company nor any of the
Company Subsidiaries has been a "distributing corporation" or a "controlled
corporation" in a distribution intended to qualify for tax-free treatment under
Section 355 of the Code.

          (c) Neither the Company nor any of the Company Subsidiaries has been a
party to a transaction that, as of the date of this Agreement, constitutes a
"listed transaction" for purposes of Section 6011 of the Code and applicable
Treasury Regulations thereunder (or a similar provision of state law). To the
knowledge of the Company, the Company has disclosed to Parent all "reportable
transactions" within the meaning of Treasury Regulation Section


                                       15

1.6011-4(b) (or a similar provision of state law) to which it or any of the
Company Subsidiaries has been a party.

          (d) Neither the Company nor any of the Company Subsidiaries has any
liability for the Taxes of any person other than the Company or the Company
Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract, or otherwise.

          (e) Neither the Company nor any of the Company Subsidiaries will be
required to include any item of income in, or exclude any item of deduction
from, taxable income for any taxable period (or portion thereof) ending after
the Closing Date (except consistent with its treatment of such items in Tax
Returns for prior periods) as a result of any (i) change in method of
accounting, (ii) agreement with a Tax authority relating to Taxes, (iii)
installment sale or open transaction disposition or intercompany transaction
made on or prior to the Effective Time, (iv) the completed contract method of
accounting or other method of accounting applicable to long-term contracts (or
any comparable provisions of state, local or foreign law), or (v) prepaid amount
received prior to the Effective Time.

          (f) As used in this Agreement, the term "Tax" or "Taxes" means (i) all
federal, state, local and foreign income, excise, gross receipts, gross income,
ad valorem, profits, gains, property, capital, sales, transfer, use, payroll,
employment, severance, withholding, duties, intangibles, franchise, backup
withholding and other taxes, charges, levies or like assessments together with
all penalties and additions to tax and interest thereon and (ii) any liability
for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or
any similar provision of state, local or foreign Law), and the term "Tax Return"
means any return, filing, report, questionnaire, information statement or other
document required to be filed, including any amendments that may be filed, for
any taxable period with any taxing authority (whether or not a payment is
required to be made with respect to such filing).

     3.11 Employees. (a) As of the date of this Agreement, the Company
Disclosure Schedule sets forth a true and complete list of each material benefit
or compensation plan, program, fund, contract, arrangement or agreement,
including any material bonus, incentive, deferred compensation, vacation, stock
purchase, stock option, severance, employment, golden parachute, retention,
salary continuation, change of control, retirement, pension, profit sharing or
fringe benefit plan, program, fund, contract, arrangement or agreement of any
kind (whether written or oral, tax-qualified or non-tax qualified, funded or
unfunded, foreign or domestic, active, frozen or terminated) and any related
trust, insurance contract, escrow account or similar funding arrangement, that
is maintained or contributed to by the Company or any Company Subsidiary (or
required to be maintained or contributed to by the Company or any Company
Subsidiary) for the benefit of current or former directors, officers or
employees of, or consultants to, the Company and the Company Subsidiaries or
with respect to which the Company or the Company Subsidiaries may, directly or
indirectly, have any liability, as of the date of this Agreement (the "Company
Benefit Plans").

          (b) The Company has heretofore made available to Parent true and
complete copies of (i) each written Company Benefit Plan, (ii) the actuarial
report for each Company Benefit Plan (if applicable) for each of the last three
years, (iii) the most recent determination


                                       16

letter from the Internal Revenue Service ("IRS") (if applicable) for each
Company Benefit Plan, (iv) the current summary plan description of each Company
Benefit Plan that is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), (v) a copy of the description of each Company
Benefit Plan not subject to ERISA that is currently provided to participants in
such plan, (vi) a summary of the material terms of each unwritten Company
Benefit Plan, and (vii) the annual report for each Company Benefit Plan (if
applicable) for each of the last three years.

          (c) Except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on the Company, (i) each of the
Company Benefit Plans has been operated and administered in compliance with its
terms and applicable Law, including ERISA and the Code, (ii) each of the Company
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, and there are no existing circumstances or any events
that have occurred that would reasonably be expected to adversely affect the
qualified status of any such Company Benefit Plan, and each such plan has a
favorable determination letter from the IRS to the effect that it is so
qualified or the applicable remedial amendment period has not expired and, if
the letter for such plan is not current, such plan is the subject of a timely
request for a current favorable determination letter or the applicable remedial
amendment period has not expired, (iii) with respect to each Company Benefit
Plan that is subject to Title IV of ERISA, the present value (as defined under
Section 3(27) of ERISA) of accumulated benefit obligations under such Company
Benefit Plan, based upon the actuarial assumptions used for funding purposes in
the most recent actuarial report prepared by such Company Benefit Plan's actuary
with respect to such Company Benefit Plan, did not, as of its latest valuation
date, exceed the then current value (as defined under Section 3(26) of ERISA) of
the assets of such Company Benefit Plan allocable to such accrued benefits, (iv)
no Company Benefit Plan that is an employee welfare benefit plan (including any
plan described in Section 3(1) of ERISA) (a "Welfare Plan") provides benefits
coverage, including death or medical benefits coverage (whether or not insured),
with respect to current or former employees or directors of the Company or the
Company Subsidiaries beyond their retirement or other termination of service,
other than (A) coverage mandated by applicable Law, (B) benefits the full cost
of which is borne by such current or former employee or director (or his or her
beneficiary), (C) coverage through the last day of the calendar month in which
retirement or other termination of service occurs, or (D) medical expense
reimbursement accounts, (v) no liability under Title IV of ERISA has been
incurred by the Company, the Company Subsidiaries or any trade or business,
whether or not incorporated, all of which together with the Company would be
deemed a "single employer" within the meaning of Section 414(b), 414(c) or
414(m) of the Code or Section 4001(b) of ERISA (a "Company ERISA Affiliate"),
that has not been satisfied in full, and no condition exists that presents a
material risk to the Company, the Company Subsidiaries or any Company ERISA
Affiliate of incurring a liability thereunder, (vi) no Company Benefit Plan is a
"multiemployer plan" (as such term is defined in Section 3(37) of ERISA) or a
"multiple employer plan" (as described in Section 413(c) of the Code), (vii)
none of the Company or the Company Subsidiaries or, to the knowledge of the
Company, any other Person, including any fiduciary, has engaged in a transaction
in connection with which the Company, the Company Subsidiaries or any Company
Benefit Plan would reasonably be expected to be subject to either a civil
penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed
pursuant to Section 4975 or 4976 of the Code, (viii) to the knowledge of the
Company, there are no pending, threatened or anticipated claims (other than
routine claims


                                       17

for benefits) by, on behalf of or against any of the Company Benefit Plans or
any trusts, insurance contracts, escrow accounts or similar funding arrangements
related thereto, (ix) all contributions or other amounts required to be paid by
the Company or the Company Subsidiaries as of the Effective Time with respect to
each Company Benefit Plan in respect of current or former plan years have been
paid in accordance with Section 412 of the Code or accrued in accordance with
GAAP (as applicable) and (x) since December 31, 2004, no Company Benefit Plan
has been amended or modified in any material respect or adopted or terminated.

          (d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement will (either
alone or in conjunction with any other event) (i) result in the Surviving
Corporation or any of its Subsidiaries being liable for any payment or benefit
(including non-deductible employee remuneration (described in Section 162(m) of
the Code), severance, retention, stay-put, change of control, unemployment
compensation, "excess parachute payment" (within the meaning of Section 280G of
the Code), tax gross-up, forgiveness of indebtedness or otherwise) becoming due
to any director, officer or employee of, or any consultant to, the Company or
any of the Company Subsidiaries from the Company or any of the Company
Subsidiaries under any Company Benefit Plan or otherwise, (ii) increase any
amounts or benefits otherwise payable or due to any such Person under any
Company Benefit Plan or otherwise, or (iii) result in any acceleration of the
time of payment or vesting of, or any requirement to fund or secure, any such
amounts or benefits (including any Company Stock Option or Company Stock-Based
Award) or result in any breach of or default under any Company Benefit Plan.

          (e) (i) There are no controversies relating to or arising out of a
collective bargaining relationship between the Company or any Company Subsidiary
and any union pending or, to the knowledge of the Company, threatened between
the Company or any Company Subsidiary and any of their respective employees,
which controversies would, individually or in the aggregate, have a Material
Adverse Effect on the Company, (ii) to the knowledge of the Company, as of the
date hereof there are not any organizational campaigns, petitions or other
activities or proceedings of any labor union to organize any such employees that
would, individually or in the aggregate, have a Material Adverse Effect on the
Company, (iii) neither the Company nor any Company Subsidiary has breached or
otherwise failed to comply with any provision of any collective bargaining or
other labor union contract applicable to persons employed by the Company or any
Company Subsidiary (including any obligation that the Company or any Company
Subsidiary can, will or may have in connection with a sale, merger or any other
like transaction) that would individually or in the aggregate, have a Material
Adverse Effect on the Company, and there are no material grievances outstanding
against the Company or any Company Subsidiary under any such agreement or
contract that would, individually or in the aggregate, have a Material Adverse
Effect on the Company, (iv) there are no unfair labor practice complaints
pending against the Company or any Company Subsidiary before the National Labor
Relations Board or any other Governmental Entity or any current union
representation questions involving employees of the Company or any Company
Subsidiary that would, individually or in the aggregate, have a Material Adverse
Effect on the Company, and (v) as of the date hereof, there is no strike,
slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat
thereof by any union or significant group of union workers, by or with respect
to any employees of the Company or any Company Subsidiary.


                                       18

          (f) The Company and each Company Subsidiary is in material compliance
with all applicable Laws relating to the employment of labor, including those
related to wages, hours, collective bargaining and the payment and withholding
of taxes and other sums as required by the appropriate Governmental Entity and
have withheld and paid to the appropriate Governmental Entity or are holding for
payment not yet due to such Governmental Entity all amounts required to be
withheld from employees of the Company or any Company Subsidiary and are not
liable for any arrears of wages, taxes, penalties or other sums for failure to
comply with any of the foregoing except for such failures that would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
The Company and each Company Subsidiary has paid in full to all employees or
adequately accrued for in accordance with GAAP consistently applied all wages,
salaries, commissions, bonuses, benefits and other compensation due to or on
behalf of such employees and there is no claim with respect to payment of wages,
salary or overtime pay that has been asserted or is now pending or threatened
before any Governmental Entity with respect to any persons currently or formerly
employed by the Company or any Company Subsidiary, that would, individually or
in the aggregate, have a Material Adverse Effect on the Company. Neither the
Company nor any Company Subsidiary is a party to, or otherwise bound by, any
consent decree with any Governmental Entity relating to employees or employment
practices. There is no charge or proceeding with respect to a violation of any
occupational safety or health standards that has been asserted or is now pending
or threatened with respect to the Company or any Company Subsidiary, that would,
individually or in the aggregate, have a Material Adverse Effect on the Company.
There is no charge of discrimination in employment or employment practices, for
any reason, including age, gender, race, religion or other legally protected
category, which has been asserted or is now pending or threatened before the
United States Equal Employment Opportunity Commission, or any other Governmental
Entity in any jurisdiction in which the Company or any Company Subsidiary has
employed or employ any person that would, individually or in the aggregate, have
a Material Adverse Effect on the Company.

     3.12 Internal Controls. The Company and the Company Subsidiaries have
designed and maintained a system of internal controls over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to
provide reasonable assurances regarding the reliability of financial reporting.
The Company (i) has designed and maintains disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that
material information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms and
is accumulated and communicated to the Company's management as appropriate to
allow timely decisions regarding required disclosure and (ii) has disclosed to
the Company's auditors and the audit committee of the Company Board and Parent
(A) any significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting that are reasonably
likely to adversely affect in any material respect the Company's ability to
record, process, summarize and report financial information and (B) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the Company's internal controls over financial reporting.

     3.13 Compliance with Laws; Licenses. The businesses of each of the Company
and the Company Subsidiaries have been conducted in compliance with all Laws,
except where the


                                       19

failure to so comply would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company. Each of the Company
and each Company Subsidiary is in possession of all governmental permits,
licenses, franchises, variances, exemptions, orders issued or granted by a
Governmental Entity and all other authorizations, consents, certificates of
public convenience and/or necessity and approvals issued or granted by a
Governmental Entity (collectively, "Licenses") necessary for each of the Company
or the Company Subsidiaries to own, lease and operate its properties or to carry
on its business as it is now being conducted, except where the failure to have,
or the suspension or cancellation of, any such License would not, individually
or in the aggregate, have a Material Adverse Effect on the Company. As of the
date of this Agreement, no suspension or cancellation of any such License is
pending or, to the knowledge of the Company, threatened, except where the
failure to have, or the suspension or cancellation of, any such License would
not, individually or in the aggregate, have a Material Adverse Effect on the
Company. Neither the Company nor any Company Subsidiary is in conflict with, or
in default, breach or violation of, any such License, except for any such
conflicts, defaults, breaches or violations that would not, individually or in
the aggregate, have a Material Adverse Effect on the Company.

     3.14 Certain Contracts. (a) Neither the Company nor any of the Company
Subsidiaries is a party to or bound by any contract, arrangement, commitment or
understanding (whether written or oral) (i) that is a "material contract" (as
such term is defined in Item 601(b)(10) of SEC Regulation S-K) to be performed
after the date of this Agreement that has not been made available to Parent
prior to the date hereof, (ii) that materially restricts the conduct of any
material line of business by the Company or, upon consummation of the Merger,
will materially restrict the ability of Parent following the Effective Time to
engage in any line of business material to the Company or, to the knowledge of
the Company, Parent, (iii) with or to a labor union or guild (including any
collective bargaining agreement) except for the Agreement, effective as of May
16, 1998, between the International Brotherhood of Electrical Workers, AFL-CIO,
Local 1269 and the Company, and the Agreement for Clerical, Production and Sales
Employees, effective October 16, 2003, between the Communications Workers of
America and Dex Media East, LLC, or (iv) a credit agreement or indenture to
which the Company or any Company Subsidiary is a party, guarantor or by which
any of them is bound and pursuant to which Indebtedness in excess of $5,000,000
of the Company and/or any Company Subsidiary is outstanding. Each contract,
arrangement, commitment or understanding of the type described in clauses (i),
(ii), (iii) and (iv) of this Section 3.14(a), whether or not set forth in the
Company Disclosure Schedule or made available to Parent in the case of clause
(i), is referred to as a "Company Contract," and neither the Company nor any of
the Company Subsidiaries knows of, or has received notice of, any violation of
any Company Contract by any of the other parties thereto that would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

          (b) With such exceptions that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company, (i) each Company Contract is valid and binding on the Company or the
applicable Company Subsidiary, as applicable, and is in full force and effect,
(ii) the Company and each of the Company Subsidiaries has performed all
obligations required to be performed by it to date under each Company Contract,
and (iii) no event or condition exists that constitutes or, after notice or
lapse


                                       20

of time or both, will constitute, a default on the part of the Company or any of
the Company Subsidiaries under any such Company Contract.

          (c) None of the confidentiality agreements or standstill agreements
the Company has entered into with a third party (or any agent thereof) that is
in effect on the date hereof contains any exclusivity or standstill provisions
that are or will be binding on the Company or any Company Subsidiary or, after
the Effective Time, the Parent or any Parent Subsidiary.

     3.15 Agreements with Regulatory Agencies. Neither the Company nor any of
the Company Subsidiaries is subject to any material cease-and-desist or other
material order or enforcement action issued by, or is a party to any material
written agreement, consent agreement or memorandum of understanding with, or is
a party to any material commitment letter or similar undertaking to, or is
subject to any material order or directive by, or has been ordered to pay any
material civil money penalty by, any Regulatory Agency or other Governmental
Entity (other than a taxing authority, which is covered by Section 3.10), other
than those of general application that apply to similarly situated directory
publication companies or their Subsidiaries (each item in this sentence, whether
or not set forth in the Company Disclosure Schedule, a "Company Regulatory
Agreement"), nor has the Company or any of the Company Subsidiaries been advised
in writing since January 1, 2004 by any Regulatory Agency or other Governmental
Entity that it is considering issuing, initiating, ordering, or requesting any
such Company Regulatory Agreement.

     3.16 Undisclosed Liabilities. Except for those liabilities that are
reflected or reserved against on the Company's condensed consolidated balance
sheet or disclosed in the notes to the Unaudited Company Financial Statements,
in each case included in the Company 10-Q, and for liabilities incurred in the
ordinary course of business consistent with past practice since June 30, 2005,
since such date, neither the Company nor any of the Company Subsidiaries has
incurred any liability of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether due or to become due and including any
off-balance sheet loans, financings, indebtedness, make-whole or similar
liabilities or obligations) that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

     3.17 Environmental Liability. There are no pending or, to the knowledge of
the Company, threatened legal, administrative, arbitral or other proceedings,
claims, actions, causes of action, private environmental investigations or
remediation activities, or governmental investigations, requests for information
or notices of violation of any nature seeking to impose, or that are reasonably
likely to result in the imposition, on the Company or any of the Company
Subsidiaries, of any liability or obligation arising under common law or under
any local, state or federal environmental statute, regulation, permit or
ordinance including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), which liability or obligation
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. To the knowledge of the Company, there
is no reasonable basis for any such proceeding, claim, action, investigation or
remediation that would impose any liability or obligation that would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on


                                       21

the Company. Neither the Company nor any of the Company Subsidiaries is subject
to any agreement, order, judgment, decree, directive or Lien by or with any
Governmental Entity or third party with respect to any environmental liability
or obligation that would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.

     3.18 Real Property.

          (a) Neither the Company nor any Company Subsidiary owns any parcel of
real property that is material to the business of the Company and the Company
Subsidiaries, taken as a whole.

          (b) Section 3.18(b) of the Company Disclosure Schedule lists by
address each material parcel of real property leased or subleased by the Company
or any Company Subsidiary that is currently used in and material to the conduct
of the business of the Company and the Company Subsidiaries, taken as a whole
(the "Company Leased Properties"), and any material guaranty given by the
Company or any Company Subsidiary in connection therewith. The Company or one of
its Subsidiaries has a valid leasehold interest in all of the Company Leased
Properties, free and clear of all Liens, except (i) Liens for current taxes and
assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens
for construction in progress, (iii) workmen's, repairmen's, warehousemen's and
carriers' Liens arising in the ordinary course of business of the Company or
such Company Subsidiary consistent with past practice, and (iv) all Liens and
other imperfections of title (including matters of record) and encumbrances that
do not materially interfere with the conduct of the business of the Company and
the Company Subsidiaries, taken as a whole, or as have not had, and would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect (collectively, "Permitted Liens"). Except as has not had, and
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company, the Company or one of the Company
Subsidiaries has the right to the use and occupancy of the Company Leased
Properties, subject to the terms of the applicable leases and subleases relating
thereto and Permitted Liens.

     3.19 State Takeover Laws; Company Rights Agreement. (a) The Company Board
has approved this Agreement, the Company Sponsors Support Agreement and the
transactions contemplated hereby and thereby as required to render inapplicable
to such agreements and transactions the restrictions set forth in Section 203 of
the DGCL, and, to the knowledge of the Company, there are no other similar
"takeover" or "interested stockholder" law applicable to the transactions
contemplated by this Agreement (any such laws, "Takeover Statutes").

          (b) The Company has taken all action, if any, necessary or appropriate
so that (i) the execution of this Agreement and the consummation of the
transactions contemplated hereby do not and will not result in the ability of
any Person to exercise any "Rights" under the Rights Agreement (the "Company
Rights Agreement"), dated as of July 27, 2004, between the Company and Wachovia
Bank, N.A., (ii) neither Parent nor any of its affiliates is or will become an
"Acquiring Person" under the Company Rights Agreement, (iii) neither a
"Distribution Date" or "Shares Acquisition Date" under the Company Rights
Agreement will occur by reason of the approval, execution, delivery or
announcement of this Agreement or the consummation of the transactions
contemplated hereby, including the Merger, and (iv) that the Company Rights
Agreement will terminate upon consummation of the Merger.


                                       22

     3.20 Intellectual Property.

          (a) Section 3.20(a) of the Company Disclosure Schedule lists all
material (i) issued patents and pending patent applications, (ii) trademark and
service mark registrations and applications for registration thereof, (iii)
copyright registrations and applications for registration thereof, and (iv)
internet domain name registrations, in each case that are that are owned by the
Company or any of the Company Subsidiaries and are material to the business of
the Company and the Company Subsidiaries, taken as a whole. Except as disclosed
in Section 3.20(a) of the Company Disclosure, with respect to each item that is
required to be identified therein: (A) the Company or the applicable Company
Subsidiary is the sole owner and possesses all material right, title and
interest in and to the item in the listed country or jurisdiction, free and
clear of any Liens, the absence of such interest which would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect of
the Company and (B) neither the Company nor any Company Subsidiary has received
written notice of any pending or threatened action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand that challenges the legality,
validity, enforceability, registrations, use or ownership of the item in the
listed country or jurisdiction that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

          (b) Except as disclosed in Section 3.20(b) of the Company Disclosure
Schedule, to the knowledge of the Company, neither the Company nor any Company
Subsidiary is infringing or misappropriating any material Intellectual Property
rights of third parties in connection with the operation of the Business that
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. Except as disclosed in Section 3.20(b)
of the Company Disclosure Schedule, neither the Company nor any Company
Subsidiary has received any written charge, complaint, claim, demand or notice
during the past two years (or earlier, if not resolved) alleging any such
infringement or misappropriation that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company. To the
knowledge of the Company, except as disclosed in Section 3.20(b) of the Company
Disclosure Schedule, during the past two years (or earlier, if not resolved) no
third party has interfered with, infringed upon, misappropriated or otherwise
come into conflict with any Intellectual Property rights of the Company or any
Company Subsidiary which interference, infringement, misappropriation or
conflict would, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect on the Company. For purposes of this Agreement,
"Intellectual Property" means (i) all inventions, all patents and patent
applications, (ii) all trademarks, service marks, trade dress, logos, brand
names, trade names and domain names and all registrations of and applications to
register the foregoing, (iii) all copyrightable works, all copyrights and all
registrations of and applications to register the foregoing, (iv) all trade
secrets, know how and confidential business information, and (v) all other
proprietary rights that are, in the case of clauses (i) through (v), material to
the business of the Company and the Company Subsidiaries, taken as a whole.

          (c) The Company's and the Company Subsidiaries' use and dissemination
of any data and information concerning users of their web sites is in compliance
with all applicable privacy policies, terms of use, and Laws, the violation of
which would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on the Company. The transactions contemplated
hereunder will not violate any privacy policy, terms of use, or Laws


                                       23

relating to the use, dissemination or transfer of such data or information,
except for such violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

     3.21 Reorganization. As of the date of this Agreement, the Company is not
aware of any agreement, plan, fact or circumstance that could reasonably be
expected to prevent the Merger from qualifying as a "reorganization" within the
meaning of Section 368(a) of the Code.

     3.22 Opinions. Prior to the execution of this Agreement, the Company has
received opinions from Lehman Brothers Inc. and Merrill Lynch & Co., copies of
which have been or will promptly be provided to Parent, to the effect that as of
the date thereof and based upon and subject to the matters set forth therein the
Merger Consideration to be received by holders of Company Common Stock is fair
from a financial point of view to such holders. Such opinions have not been
amended or rescinded as of the date of this Agreement.

     3.23 Company Information. The information relating to the Company and the
Company Subsidiaries that is provided by the Company or its representatives for
inclusion in the Joint Proxy Statement and the Form S-4, or in any other
document filed with any other Regulatory Agency in connection with the
transactions contemplated by this Agreement, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading. The Joint Proxy Statement (except for such portions thereof that
relate only to Parent or any of the Parent Subsidiaries) will comply in all
material respects with the provisions of the Exchange Act and the rules and
regulations thereunder.

     3.24 Affiliate Transactions. As of the date hereof, there are no
transactions, contracts, arrangements, commitments or understandings between the
Company or any of the Company Subsidiaries, on the one hand, and any of the
Company's affiliates (other than wholly owned Company Subsidiaries), on the
other hand, that would be required to be disclosed by the Company under Item 404
of Regulation S-K under the Securities Act (the "Company S-K 404 Arrangements").

      ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Except as disclosed in (x) a publicly available final registration
statement, prospectus, report, form, schedule or definitive proxy statement
filed since January 1, 2005 by Parent with the SEC pursuant to the Securities
Act or the Exchange Act (collectively, the "Parent SEC Reports") and prior to
the Measurement Date, but excluding any risk factor disclosure contained in any
such Parent SEC Report under the heading "Risk Factors" or "Forward-Looking
Statements," or (y) the disclosure letter (the "Parent Disclosure Schedule")
delivered by Parent to the Company prior to the execution of this Agreement
(which letter sets forth items of disclosure with specific reference to the
particular Section or subsection of this Agreement to which the information in
the Parent Disclosure Schedule relates; provided, however, that any information
set forth in one section of the Parent Disclosure Schedule will be deemed to
apply to each other Section or subsection of this Agreement to which its
relevance is reasonably apparent; provided,


                                       24

further, that, notwithstanding anything in this Agreement to the contrary, the
inclusion of an item in such schedule as an exception to a representation or
warranty will not be deemed an admission that such item represents a material
exception or material fact, event or circumstance or that such item has had or
would reasonably be expected to have a Material Adverse Effect on Parent),
Parent and Merger Sub jointly and severally represent and warrant to the Company
as follows:

     4.1 Corporate Organization. (a) Parent is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Parent has the corporate power and authority to own or lease all of its
properties and assets and to carry on its business as it is now being conducted,
and is duly licensed or qualified to do business in each jurisdiction in which
the nature of the business conducted by it or the character or location of the
properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on Parent.

          (b) True and complete copies of the Restated Certificate of
Incorporation of Parent, as amended through, and as in effect as of, the date of
this Agreement (including any certificates of designation thereto) (the "Parent
Charter"), and the Amended and Restated By-Laws of Parent, as amended through,
and as in effect as of, the date of this Agreement (the "Parent Bylaws"), have
previously been made available to the Company.

          (c) Each Parent Subsidiary (i) is duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business and in good standing in all jurisdictions (whether federal, state,
local or foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified, and (iii) has all requisite
corporate power and authority to own or lease its properties and assets and to
carry on its business as now conducted, except for such variances from the
matters set forth in any of clauses (i), (ii) or (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

     4.2 Capitalization. (a) As of the date of this Agreement, the authorized
Parent capital stock consists of (i) 400,000,000 shares of Parent common stock,
of which, as of the Measurement Date, 31,856,812 shares were issued and
outstanding (the "Parent Common Stock"), (ii) 10,000,000 shares of Parent
Convertible Cumulative Preferred Stock, of which, as of the Measurement Date,
100,301 shares were issued and outstanding (the "Parent Convertible Preferred
Stock"), and (iii) 400,000 shares of Series B Participating Cumulative Preferred
Stock, of which, as of the Measurement Date, no shares were issued and
outstanding (the "Series B Preferred Stock" and, together with the Parent Common
Stock and the Parent Convertible Preferred Stock, the "Parent Capital Stock").
As of the Measurement Date, no more than 19,765,082 shares of Parent's capital
stock were held in Parent's treasury. As of the Measurement Date, no shares of
Parent Capital Stock were reserved for issuance except for (i) 5,249,895 shares
of Parent Common Stock reserved for issuance upon the exercise of Parent Stock
Options or for other awards based on Parent Common Stock (the "Parent
Stock-Based Awards") issued or issuable pursuant to the Parent Stock Plans, (ii)
6,000,000 shares of Parent Common Stock reserved for issuance upon conversion of
shares of Parent Convertible Preferred Stock, and (iii) 1,650,000 shares of
Parent Common Stock reserved for issuance upon exercise of the Warrant
Agreements, dated as of November 25, 2002 and January 3,


                                       25

2003, among Parent and the GS Funds. All of the issued and outstanding shares of
Parent Capital Stock have been duly authorized and validly issued and are fully
paid, nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. As of the date of this Agreement, except as
set forth above or in the last sentence of this Section 4.2(a), or pursuant to
this Agreement, the Registration Rights Agreement, dated as of November 25,
2002, among Parent and the GS Funds, the Preferred Stock and Warrant Purchase
Agreement, dated as of September 21, 2002, among Parent and the GS Funds, as
amended, the Parent Stock Plans and the Parent Charter, there are no outstanding
shares of capital stock, securities convertible into shares of Parent Common
Stock or other voting securities of Parent, and Parent does not have and is not
bound by any outstanding subscriptions, options, warrants, calls, commitments,
preemptive rights, redemption obligations or agreements of any character calling
for the purchase, issuance or registration of any shares of Parent's capital
stock or any other equity securities of Parent or any securities representing
the right to purchase or otherwise receive any shares of Parent's capital stock.
From and after the Measurement Date through the date hereof, Parent has not
issued or awarded any Parent Capital Stock, Parent Stock Options or Parent
Stock-Based Awards (other than upon the exercise or satisfaction of Parent Stock
Options or Parent Stock-Based Awards or the conversion of convertible
securities, in each case outstanding as of the Measurement Date).

          (b) As of the date of this Agreement, no bonds, debentures, notes or
other indebtedness of Parent having the right to vote on any matters on which
stockholders may vote ("Parent Voting Debt") are issued or outstanding.

          (c) All of the issued and outstanding shares of capital stock or other
equity ownership interests of each "significant subsidiary" (as such term is
defined under Regulation S-X of the SEC) of Parent are owned by Parent, directly
or indirectly, free and clear of any Liens and free of any restriction on the
right to vote, sell or otherwise dispose of such capital stock or other equity
ownership interest (other than restrictions under applicable securities Laws),
and all of such shares or equity ownership interests are duly authorized and
validly issued and are fully paid, nonassessable and free of preemptive rights.
No such significant subsidiary is bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the purchase or issuance of any shares of capital stock or any other equity
security of such significant subsidiary or any securities representing the right
to purchase or otherwise receive any shares of capital stock or any other equity
security of such significant subsidiary. Except for the capital stock or other
equity ownership interests of the Parent Subsidiaries, as of the date of this
Agreement, Parent does not beneficially own directly or indirectly any capital
stock, membership interest, partnership interest, joint venture interest or
other equity interest in any Person that constitutes a Substantial Investment.

     4.3 Authority; No Violation. (a) Parent has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Parent (the "Parent Board"). The
Parent Board has determined that this Agreement and the transactions
contemplated hereby are in the best interests of Parent and its stockholders,
has resolved to recommend that holders of Parent Common Stock vote in favor of
the approval of this Agreement, the Sponsor Stockholders Agreements and the
transactions contemplated


                                       26

hereby and thereby and has directed that this Agreement and the Sponsor
Stockholders Agreements be submitted to Parent's stockholders for approval at a
duly held meeting of such stockholders (the "Parent Stockholders Meeting"), and,
except for (i) the approval of this Agreement, the Sponsor Stockholders
Agreements and the transactions contemplated hereby and thereby by the
affirmative vote of stockholders of Parent having the majority of the voting
power present in person or represented by proxy at the Parent Stockholders
Meeting or any adjournment or postponement thereof (assuming that the total vote
cast on the proposal represents a majority in interest of all outstanding shares
of Parent Common Stock entitled to vote) (the "Parent Stockholder Approval"),
and (ii) the adoption of this Agreement and the approval of the Merger by Parent
as the sole stockholder of Merger Sub, no other corporate proceedings on the
part of Parent or vote by the holders of any class or series of Parent Capital
Stock are necessary to approve or adopt this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Parent and (assuming due authorization, execution and
delivery by the other parties hereto) constitutes the valid and binding
obligation of Parent, enforceable against Parent in accordance with its terms
(except as may be limited by bankruptcy, insolvency, moratorium, reorganization
or similar Laws affecting the rights of creditors generally and the availability
of equitable remedies).

          (b) Neither the execution and delivery of this Agreement by Parent and
Merger Sub nor the consummation by Parent and Merger Sub of the transactions
contemplated hereby, nor compliance by Parent and Merger Sub with any of the
terms or provisions of this Agreement will (i) violate any provision of the
Parent Charter or the Parent Bylaws or (ii) assuming that the consents,
approvals and filings referred to in Section 4.4 are duly obtained and/or made,
(A) violate any Injunction or any Law applicable to Parent, any of the Parent
Subsidiaries or any of their respective properties or assets or (B) violate,
conflict with, result in a breach of any provision of or the loss of any benefit
under, constitute a default (or an event which, with notice or lapse of time, or
both, would constitute a default) under, result in the termination of or a right
of termination or cancellation under, accelerate the performance required by, or
result in the creation of any Lien upon any of the respective properties or
assets of Parent or any of the Parent Subsidiaries under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument or obligation to which Parent or
any of the Parent Subsidiaries is a party, or by which they or any of their
respective properties or assets may be bound or affected, except, in the case of
clause (ii), for such violations, conflicts, breaches, defaults, terminations,
rights of termination or cancellation, accelerations or Liens that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

     4.4 Consents and Approvals. Except for (i) the filing with the SEC of the
Joint Proxy Statement and the Form S-4 in which the Joint Proxy Statement will
be included as a prospectus, and declaration of effectiveness of the Form S-4,
(ii) the filing of the Certificate of Merger with the Delaware Secretary of
State pursuant to the DGCL, (iii) any notices or filings under the HSR Act, (iv)
such filings and approvals as are required to be made or obtained under the
securities or "Blue Sky" laws of various states in connection with the issuance
of the shares of Parent capital stock pursuant to this Agreement, (v) the Parent
Stockholder Approval and Company Stockholder Approval, and (vi) the consents or
approvals listed in Section 4.4 of the Parent Disclosure Schedule, no consents
or approvals of or filings or registrations with any


                                       27

Governmental Entity are necessary in connection with (A) the execution and
delivery by Parent and Merger Sub of this Agreement or (B) the consummation by
Parent of the Merger and the other transactions contemplated by this Agreement.

     4.5 Reports. Parent and each of the Parent Subsidiaries have timely filed
all reports, registrations, schedules, forms, statements and other documents,
together with any amendments required to be made with respect thereto, that they
were required to file since January 1, 2003 with the Regulatory Agencies, and
have paid all fees and assessments due and payable in connection therewith,
except where the failure to file such report, registration, schedule, form,
statement or other document, or to pay such fees and assessments, would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent. No Parent SEC Report, as of the date of such Parent
Report, contained any untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary in order to make
the statements made therein, in light of the circumstances in which they were
made, not misleading, except that information as of a later date (but before the
date of this Agreement) will be deemed to modify information as of an earlier
date. Since January 1, 2003, as of their respective dates, all Parent SEC
Reports complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act, and the rules and
regulations thereunder with respect thereto.

     4.6 Financial Statements. Parent has previously made available to the
Company copies of (i) the consolidated balance sheet of Parent at December 31,
2004 and 2003, and the related consolidated statements of operations, cash flows
and changes in stockholders' equity (deficit) for the three years ended December
31, 2004, as reported in Parent's Annual Report on Form 10-K for the fiscal year
ended December 31, 2004, including any amendments thereto filed with the SEC
prior to the Measurement Date (collectively, the "Parent 2004 10-K"), filed with
the SEC under the Exchange Act, accompanied by the audit report of
PricewaterhouseCoopers LLP, independent public accountants with respect to
Parent (such balance sheets and statements, the "Audited Parent Financial
Statements"), and (ii) the unaudited consolidated balance sheet of Parent at
June 30, 2005 and the related consolidated statements of operations and
comprehensive income (loss) and cash flows for the six-month ended June 30, 2005
and 2004, as reported in Parent's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2005, including any amendments thereto filed
with the SEC prior to the Measurement Date (collectively, the "Parent 10-Q")
(such balance sheets and statements, the "Unaudited Parent Financial Statements"
and, together with the Audited Parent Financial Statements, the "Parent
Financial Statements"). The consolidated balance sheets of Parent (including the
related notes, where applicable) included in the Parent Financial Statements
fairly present in all material respects the consolidated financial position of
Parent and the Parent Subsidiaries as of the dates thereof, and the other
financial statements included in the Parent Financial Statements (including the
related notes, where applicable) fairly present in all material respects the
results of the consolidated operations, cash flows (and in the case of the
Audited Parent Financial Statements, changes in stockholders' equity) of Parent
and the Parent Subsidiaries for the respective periods therein set forth,
subject in the case of the Unaudited Parent Financial Statements to normal
year-end audit adjustments that are immaterial in nature and in amounts
consistent with past experience; each of such statements (including the related
notes, where applicable) complies in all material respects with the published
rules and regulations of the SEC with respect thereto; and each of the Parent


                                       28

Financial Statements (including the related notes, where applicable) has been
prepared in all material respects in accordance with GAAP consistently applied
during the periods involved, except, in each case, as indicated in such
statements or in the notes thereto. To the knowledge of Parent, there is no
applicable accounting rule, consensus or pronouncement that has been adopted by
the SEC, the Financial Accounting Standards Board, the Emerging Issues Task
Force or any similar body but is not in effect as of the date of this Agreement
that, if implemented, would reasonably be expected to have a Material Adverse
Effect on Parent.

     4.7 Advisors' Fees. None of Parent, any Parent Subsidiary or any of their
respective officers or directors has employed any broker or finder or incurred
any liability for any broker's fees, commissions or finder's fees in connection
with the Merger or related transactions contemplated by this Agreement, other
than JP Morgan Securities Inc. and Bear, Stearns & Co. Inc.

     4.8 Absence of Certain Changes or Events. (a) Since June 30, 2005, no event
has occurred that has had or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect on Parent.

          (b) From June 30, 2005 through the date hereof, Parent and the Parent
Subsidiaries have carried on their respective businesses in all material
respects in the ordinary course and have not taken any action or failed to take
any action that would have resulted in a breach of Section 5.3 had such section
been in effect since June 30, 2005.

     4.9 Legal Proceedings. (a) None of Parent or any of the Parent Subsidiaries
is a party to any, and there are no pending or, to the knowledge of Parent,
threatened, legal, administrative, arbitral or other proceedings, claims,
actions or governmental or regulatory investigations or reviews of any nature
against Parent or any of the Parent Subsidiaries, except as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

          (b) There is no Injunction, judgment, or regulatory restriction
imposed upon Parent, any of the Parent Subsidiaries or the assets of Parent or
any of the Parent Subsidiaries that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent.

     4.10 Taxes and Tax Returns. (a) Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent:
(i) Parent and the Parent Subsidiaries have timely filed all Tax Returns
required to be filed by them on or prior to the date of this Agreement taking
into account any extension of time within which to file such Tax Returns (all
such returns being accurate and complete in all material respects) and have paid
all Taxes required to be paid by them other than Taxes that are not yet due or
that are being contested in good faith in appropriate proceedings; (ii) there
are no Liens for Taxes on any assets of Parent or the Parent Subsidiaries; (iii)
no deficiency for any Tax has been asserted or assessed by a taxing authority
against Parent or any of the Parent Subsidiaries which deficiency has not been
paid or is not being contested in good faith in appropriate proceedings; (iv)
Parent and the Parent Subsidiaries have provided adequate reserves in their
financial statements for any Taxes that have not been paid; and (v) neither
Parent nor any of the Parent


                                       29

Subsidiaries is a party to or is bound by any Tax sharing, allocation or
indemnification agreement or arrangement (other than such an agreement or
arrangement exclusively between or among Parent and the Parent Subsidiaries).

          (b) Within the past five years, neither Parent nor any of the Parent
Subsidiaries has been a "distributing corporation" or a "controlled corporation"
in a distribution intended to qualify for tax-free treatment under Section 355
of the Code.

          (c) Neither Parent nor any of the Parent Subsidiaries has been a party
to a transaction that, as of the date of this Agreement, constitutes a "listed
transaction" for purposes of Section 6011 of the Code and applicable Treasury
Regulations thereunder (or a similar provision of state law). To the knowledge
of Parent, Parent has disclosed to the Company all "reportable transactions"
within the meaning of Treasury Regulation Section 1.6011-4(b) (or a similar
provision of state law) to which it or any of the Parent Subsidiaries has been a
party.

          (d) Neither Parent nor any of the Parent Subsidiaries has any
liability for the Taxes of any person other than the Parent or the Parent
Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract, or otherwise.

          (e) Neither Parent nor any of the Parent Subsidiaries will be required
to include any item of income in, or exclude any item of deduction from, taxable
income for any taxable period (or portion thereof) ending after the Closing Date
(except consistent with its treatment of such items in Tax Returns for prior
periods) as a result of any (i) change in method of accounting, (ii) agreement
with a Tax authority relating to Taxes, (iii) installment sale or open
transaction disposition or intercompany transaction made on or prior to the
Effective Time, (iv) the completed contract method of accounting or other method
of accounting applicable to long-term contracts (or any comparable provisions of
state, local or foreign law), or (v) prepaid amount received prior to the
Effective Time.

     4.11 Employees. (a) As of the date of this Agreement, the Parent Disclosure
Schedule sets forth a true and complete list of each material benefit or
compensation plan, program, fund, contract, arrangement or agreement, including
any material bonus, incentive, deferred compensation, vacation, stock purchase,
stock option, severance, employment, golden parachute, retention, salary
continuation, change of control, retirement, pension, profit sharing or fringe
benefit plan, program, fund, contract, arrangement or agreement of any kind
(whether written or oral, tax-qualified or non-tax qualified, funded or
unfunded, foreign or domestic, active, frozen or terminated) and any related
trust, insurance contract, escrow account or similar funding arrangement, that
is maintained or contributed to by Parent or any Parent Subsidiary (or required
to be maintained or contributed to by Parent or any Parent Subsidiary) for the
benefit of current or former directors, officers or employees of, or consultants
to, Parent and the Parent Subsidiaries or with respect to which Parent or the
Parent Subsidiaries may, directly or indirectly, have any liability, as of the
date of this Agreement (the "Parent Benefit Plans").

          (b) Parent has heretofore made available to the Company true and
complete copies of (i) each written Parent Benefit Plan, (ii) the actuarial
report for each Parent Benefit


                                       30

Plan (if applicable) for each of the last three years, (iii) the most recent
determination letter from the IRS (if applicable) for each Parent Benefit Plan,
(iv) the current summary plan description of each Parent Benefit Plan that is
subject to ERISA, (v) a copy of the description of each Parent Benefit Plan not
subject to ERISA that is currently provided to participants in such plan, (vi) a
summary of the material terms of each unwritten Parent Benefit Plan, and (vii)
the annual report for each Parent Benefit Plan (if applicable) for each of the
last three years.

          (c) Except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on Parent, (i) each of the Parent
Benefit Plans has been operated and administered in compliance with its terms
and applicable Law, including ERISA and the Code, (ii) each of the Parent
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, and there are no existing circumstances or any events
that have occurred that would reasonably be expected to adversely affect the
qualified status of any such Parent Benefit Plan, and each such plan has a
favorable determination letter from the IRS to the effect that it is so
qualified or the applicable remedial amendment period has not expired and, if
the letter for such plan is not current, such plan is the subject of a timely
request for a current favorable determination letter or the applicable remedial
amendment period has not expired, (iii) with respect to each Parent Benefit Plan
that is subject to Title IV of ERISA, the present value (as defined under
Section 3(27) of ERISA) of accumulated benefit obligations under such Parent
Benefit Plan, based upon the actuarial assumptions used for funding purposes in
the most recent actuarial report prepared by such Parent Benefit Plan's actuary
with respect to such Parent Benefit Plan, did not, as of its latest valuation
date, exceed the then current value (as defined under Section 3(26) of ERISA) of
the assets of such Parent Benefit Plan allocable to such accrued benefits, (iv)
no Parent Benefit Plan that is a Welfare Plan provides benefits coverage,
including death or medical benefits coverage (whether or not insured), with
respect to current or former employees or directors of Parent or the Parent
Subsidiaries beyond their retirement or other termination of service, other than
(A) coverage mandated by applicable Law, (B) benefits the full cost of which is
borne by such current or former employee or director (or his or her
beneficiary), (C) coverage through the last day of the calendar month in which
retirement or other termination of service occurs, or (D) medical expense
reimbursement accounts, (v) no liability under Title IV of ERISA has been
incurred by Parent, the Parent Subsidiaries or any trade or business, whether or
not incorporated, all of which together with Parent would be deemed a "single
employer" within the meaning of Section 414(b), 414(c) or 414(m) of the Code or
Section 4001(b) of ERISA (a "Parent ERISA Affiliate"), that has not been
satisfied in full, and no condition exists that presents a material risk to
Parent, the Parent Subsidiaries or any Parent ERISA Affiliate of incurring a
liability thereunder, (vi) no Parent Benefit Plan is a "multiemployer plan" (as
such term is defined in Section 3(37) of ERISA) or a "multiple employer plan"
(as described in Section 413(c) of the Code), (vii) none of Parent or the Parent
Subsidiaries or, to the knowledge of Parent, any other Person, including any
fiduciary, has engaged in a transaction in connection with which Parent, the
Parent Subsidiaries or any Parent Benefit Plan would reasonably be expected to
be subject to either a civil penalty assessed pursuant to Section 409 or 502(i)
of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, (viii)
to the knowledge of Parent, there are no pending, threatened or anticipated
claims (other than routine claims for benefits) by, on behalf of or against any
of the Parent Benefit Plans or any trusts, insurance contracts, escrow accounts
or similar funding arrangements related thereto, (ix) all contributions or other
amounts required to be paid by Parent or the Parent Subsidiaries as of the
Effective Time with respect to each Parent Benefit Plan in


                                       31

respect of current or former plan years have been paid in accordance with
Section 412 of the Code or accrued in accordance with GAAP (as applicable) and
(x) since December 31, 2004, no Parent Benefit Plan has been amended or modified
in any material respect or adopted or terminated.

          (d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement will (either
alone or in conjunction with any other event) (i) result in the Surviving
Corporation or any of its Subsidiaries being liable for any payment or benefit
(including non-deductible employee remuneration (described in Section 162(m) of
the Code), severance, retention, stay-put, change of control, unemployment
compensation, "excess parachute payment" (within the meaning of Section 280G of
the Code), tax gross-up, forgiveness of indebtedness or otherwise) becoming due
to any director, officer or employee of, or any consultant to, Parent or any of
the Parent Subsidiaries from Parent or any of the Parent Subsidiaries under any
Parent Benefit Plan or otherwise, (ii) increase any amounts or benefits
otherwise payable or due to any such Person under any Parent Benefit Plan or
otherwise, or (iii) result in any acceleration of the time of payment or vesting
of, or any requirement to fund or secure, any such amounts or benefits
(including any Parent Stock Option or Parent Stock-Based Award) or result in any
breach of or default under any Parent Benefit Plan.

          (e) (i) There are no controversies relating to or arising out of a
collective bargaining relationship between Parent or any Parent Subsidiary and
any union pending or, to the knowledge of Parent, threatened between Parent or
any Parent Subsidiary and any of their respective employees, which controversies
would, individually or in the aggregate, have a Material Adverse Effect on
Parent, (ii) to the knowledge of Parent, as of the date hereof there are not any
organizational campaigns, petitions or other activities or proceedings of any
labor union to organize any such employees that would, individually or in the
aggregate, have a Material Adverse Effect on Parent, (iii) neither Parent nor
any Parent Subsidiary has breached or otherwise failed to comply with any
provision of any collective bargaining or other labor union contract applicable
to persons employed by Parent or any Parent Subsidiary (including any obligation
that Parent or any Parent subsidiary can, will or may have in connection with a
sale, merger or any other like transaction) that would, individually or in the
aggregate, have a Material Adverse Effect on the Company, and there are no
material grievances outstanding against Parent or any Parent Subsidiary under
any such agreement or contract that would, individually or in the aggregate,
have a Material Adverse Effect on Parent, (iv) there are no unfair labor
practice complaints pending against Parent or any Parent Subsidiary before the
National Labor Relations Board or any other Governmental Entity or any current
union representation questions involving employees of Parent or any Parent
Subsidiary that would, individually or in the aggregate, have a Material Adverse
Effect on Parent, and (v) as of the date hereof, there is no strike, slowdown,
work stoppage or lockout, or, to the knowledge of Parent, threat thereof by any
union or significant group of union workers, by or with respect to any employees
of Parent or any Parent Subsidiary.

          (f) Parent and each Parent Subsidiary is in material compliance with
all applicable Laws relating to the employment of labor, including those related
to wages, hours, collective bargaining and the payment and withholding of taxes
and other sums as required by the appropriate Governmental Entity and have
withheld and paid to the appropriate


                                       32

Governmental Entity or are holding for payment not yet due to such Governmental
Entity all amounts required to be withheld from employees of Parent or any
Parent Subsidiary and are not liable for any arrears of wages, taxes, penalties
or other sums for failure to comply with any of the foregoing except for such
failures that would not, individually or in the aggregate, have a Material
Adverse Effect on Parent. Parent and each Parent Subsidiary has paid in full to
all employees or adequately accrued for in accordance with GAAP consistently
applied all wages, salaries, commissions, bonuses, benefits and other
compensation due to or on behalf of such employees and there is no claim with
respect to payment of wages, salary or overtime pay that has been asserted or is
now pending or threatened before any Governmental Entity with respect to any
persons currently or formerly employed by Parent or any Parent Subsidiary, that
would, individually or in the aggregate, have a Material Adverse Effect on
Parent. Neither Parent nor any Parent Subsidiary is a party to, or otherwise
bound by, any consent decree with any Governmental Entity relating to employees
or employment practices. There is no charge or proceeding with respect to a
violation of any occupational safety or health standards that has been asserted
or is now pending or threatened with respect to Parent or any Parent Subsidiary,
that would, individually or in the aggregate, have a Material Adverse Effect on
Parent. There is no charge of discrimination in employment or employment
practices, for any reason, including age, gender, race, religion or other
legally protected category, which has been asserted or is now pending or
threatened before the United States Equal Employment Opportunity Commission, or
any other Governmental Entity in any jurisdiction in which Parent or any Parent
Subsidiary has employed or employ any person that would, individually or in the
aggregate, have a Material Adverse Effect on Parent.

     4.12 Internal Controls. Parent and the Parent Subsidiaries have designed
and maintained a system of internal controls over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to
provide reasonable assurances regarding the reliability of financial reporting.
Parent (i) has designed and maintains disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that
material information required to be disclosed by Parent in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and is
accumulated and communicated to Parent's management as appropriate to allow
timely decisions regarding required disclosure and (ii) has disclosed to
Parent's auditors and the audit committee of the Parent Board (A) any
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting that are reasonably likely to
adversely affect in any material respect Parent's ability to record, process,
summarize and report financial information and (B) any fraud, whether or not
material, that involves management or other employees who have a significant
role in Parent's internal controls over financial reporting.

     4.13 Compliance with Laws; Licenses. The businesses of each of Parent and
the Parent Subsidiaries have been conducted in compliance with all Laws, except
where the failure to so comply would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent. Each of
Parent and each Parent Subsidiary is in possession of all Licenses necessary for
each of Parent or the Parent Subsidiaries to own, lease and operate its
properties or to carry on its business as it is now being conducted, except
where the failure to have, or the suspension or cancellation of, any such
License would not, individually or in the aggregate, have a Material Adverse
Effect on Parent. As of the date of this Agreement, no


                                       33

suspension or cancellation of any such License is pending or, to the knowledge
of Parent, threatened, except where the failure to have, or the suspension or
cancellation of, any such License would not, individually or in the aggregate,
have a Material Adverse Effect on Parent. Neither Parent nor any Parent
Subsidiary is in conflict with, or in default, breach or violation of, any such
License, except for any such conflicts, defaults, breaches or violations that
would not, individually or in the aggregate, have a Material Adverse Effect on
Parent.

     4.14 Certain Contracts. (a) Neither Parent nor any of the Parent
Subsidiaries is a party to or bound by any contract, arrangement, commitment or
understanding (whether written or oral) (i) that is a "material contract" (as
such term is defined in Item 601(b)(10) of SEC Regulation S-K) to be performed
after the date of this Agreement that has not been made available to the Company
prior to the date hereof, (ii) that materially restricts the conduct of any
material line of business by Parent or upon consummation of the Merger will
materially restrict the ability of Parent following the Effective Time to engage
in any line of business material to Parent or, to the knowledge of Parent, the
Company, (iii) with or to a labor union or guild (including any collective
bargaining agreement), or (iv) a credit agreement or indenture to which Parent
or any Parent Subsidiary is a party, guarantor or by which any of them is bound
and pursuant to which Indebtedness in excess of $5,000,000 of the Parent and/or
any Parent Subsidiary is outstanding. Each contract, arrangement, commitment or
understanding of the type described in clauses (i), (ii), (iii) and (iv) of this
Section 4.14(a), whether or not set forth in the Parent Disclosure Schedule or
made available to the Company in the case of clause (i), is referred to as a
"Parent Contract," and neither Parent nor any of the Parent Subsidiaries knows
of, or has received notice of, any violation of any Parent Contract by any of
the other parties thereto that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent.

          (b) With such exceptions that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent,
(i) each Parent Contract is valid and binding on Parent or the applicable Parent
Subsidiary, as applicable, and is in full force and effect, (ii) Parent and each
of the Parent Subsidiaries has performed all obligations required to be
performed by it to date under each Parent Contract, and (iii) no event or
condition exists that constitutes or, after notice or lapse of time or both,
will constitute, a default on the part of Parent or any of the Parent
Subsidiaries under any such Parent Contract.

          (c) None of the confidentiality agreements or standstill agreements
Parent has entered into with a third party (or any agent thereof) that is in
effect on the date hereof contains any exclusivity or standstill provisions that
are or will be binding on Parent or any Parent Subsidiary after the Effective
Time.

     4.15 Agreements with Regulatory Agencies. Neither Parent nor any of the
Parent Subsidiaries is subject to any material cease-and-desist or other
material order or enforcement action issued by, or is a party to any material
written agreement, consent agreement or memorandum of understanding with, or is
a party to any material commitment letter or similar undertaking to, or is
subject to any material order or directive by, or has been ordered to pay any
material civil money penalty by, any Regulatory Agency or other Governmental
Entity (other than a taxing authority, which is covered by Section 4.10), other
than those of general application that apply to similarly situated directory
publication companies or their


                                       34

Subsidiaries (each item in this sentence, whether or not set forth in the Parent
Disclosure Schedule, a "Parent Regulatory Agreement"), nor has Parent or any of
the Parent Subsidiaries been advised in writing since January 1, 2004 by any
Regulatory Agency or other Governmental Entity that it is considering issuing,
initiating, ordering, or requesting any such Parent Regulatory Agreement.

     4.16 Undisclosed Liabilities. Except for those liabilities that are
reflected or reserved against on Parent's consolidated balance sheet or
disclosed in the notes to the Unaudited Parent Financial Statements, in each
case included in the Parent 10-Q, and for liabilities incurred in the ordinary
course of business consistent with past practice since June 30, 2005, since such
date, neither Parent nor any of the Parent Subsidiaries has incurred any
liability of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether due or to become due and including any off-balance sheet
loans, financings, indebtedness, make-whole or similar liabilities or
obligations) that would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Parent.

     4.17 Environmental Liability. There are no pending or, to the knowledge of
Parent, threatened legal, administrative, arbitral or other proceedings, claims,
actions, causes of action, private environmental investigations or remediation
activities, or governmental investigations, requests for information or notices
of violation of any nature seeking to impose, or that are reasonably likely to
result in the imposition, on Parent or any of the Parent Subsidiaries, of any
liability or obligation arising under common law or under any local, state or
federal environmental statute, regulation, permit or ordinance including CERCLA,
which liability or obligation would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent. To the
knowledge of Parent, there is no reasonable basis for any such proceeding,
claim, action, investigation or remediation that would impose any liability or
obligation that would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect on Parent. Neither Parent nor any of the
Parent Subsidiaries is subject to any agreement, order, judgment, decree,
directive or Lien by or with any Governmental Entity or third party with respect
to any environmental liability or obligation that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

     4.18 Real Property.

          (a) Section 4.18(a) of the Parent Disclosure Schedule lists by address
each parcel of real property owned by Parent or any Parent Subsidiary that is
material to the business of Parent and the Parent Subsidiaries, taken as a whole
(the "Parent Owned Property").

          (b) Section 4.18(b) of the Parent Disclosure Schedule lists by address
each material parcel of real property leased or subleased by the Parent or any
Parent Subsidiary that is currently used in and material to the conduct of the
business of Parent and the Subsidiaries, taken as a whole (the "Parent Leased
Properties" and, together with the Parent Leased Properties, the "Parent
Properties"), and any material guaranty given by Parent or any Parent Subsidiary
in connection therewith. Parent or one of the Parent Subsidiaries validly owns,
or has a valid leasehold interest in, all of the Parent Properties, free and
clear of all Liens, except (i) Liens for current taxes and assessments not yet
past due, (ii) inchoate mechanics' and materialmen's Liens


                                       35

for construction in progress, (iii) workmen's, repairmen's, warehousemen's and
carriers' Liens arising in the ordinary course of business of Parent or such
Subsidiary consistent with past practice, and (iv) all Liens and other Permitted
Liens. Except as has not had, and would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent, Parent or
one of the Parent Subsidiaries has the right to the use and occupancy of the
Parent Properties, subject to the terms of the applicable leases and subleases
relating thereto and Permitted Liens.

     4.19 State Takeover Laws. (a) The Parent Board has approved this Agreement,
the GS Support Agreement, the Company Sponsors Support Agreements, the Sponsor
Stockholders Agreements and the transactions contemplated hereby and thereby, as
required to render inapplicable to such agreements and transactions the
restrictions set forth in Section 203 of the DGCL (including any deemed
agreement, arrangement or understanding for purposes of acquiring, holding,
voting or disposing of Parent Shares between the Company Sponsors as a result of
the execution, delivery or performance of this Agreement, the GS Support
Agreement, the Company Sponsors Support Agreements, the Sponsor Stockholders
Agreements and the transactions contemplated hereby and thereby), and, to the
knowledge of Parent, there are no other Takeover Statutes.

          (b) As of the date hereof, Parent shall have taken all action, if any,
necessary or appropriate so that (i) the execution of this Agreement and the
consummation of the transactions contemplated hereby do not and will not result
in the ability of any Person to exercise any "Rights" under the Rights Agreement
(the "Parent Rights Agreement"), dated as of October 27, 1998, between Parent
and First Chicago Trust Company, as amended from time to time, (ii) (A) neither
the Company nor any of its affiliates is or will become an "Acquiring Person"
under the Parent Rights Agreement and (B) neither a "Distribution Date" nor a
"Stock Acquisition Date" under the Parent Rights Agreement will occur, in each
case, by reason of the approval, execution, delivery or announcement of this
Agreement or the consummation of the transactions contemplated hereby, including
the Merger. As of the date hereof, the Parent Rights Agreement shall have been
amended to provide that so long as a Company Sponsor complies with the ownership
limitations imposed on such Company Sponsor in such Company Sponsor's
Stockholders Agreement, then such Company Sponsor shall not be deemed (including
by participation in a "group" (as defined in Rule 13d-5 under the Exchange Act)
with the other Company Sponsor) to be an "Acquiring Person" under the Parent
Rights Agreement.

     4.20 Intellectual Property.

          (a) Section 4.20(a) of the Parent Disclosure Schedule lists all
material (i) trademark and service mark registrations and applications for
registration thereof, (ii) copyright registrations and applications for
registration thereof, and (iii) internet domain name registrations, in each case
that are that are owned by Parent or any of the Parent Subsidiaries and are
material to the business of Parent and the Subsidiaries, taken as a whole.
Except as disclosed in Section 4.20(a) of the Parent Disclosure Schedule, with
respect to each item that is required to be identified in therein: (A) Parent or
the applicable Parent Subsidiary is the sole owner and possesses all material
right, title and interest in and to the item in the listed country or
jurisdiction, free and clear of any Liens, the absence of such interest which
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on


                                       36

Parent; and (B) neither Parent nor any Parent Subsidiary has received written
notice of any pending or threatened action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand that challenges the legality,
validity, enforceability, registrations, use or ownership of the item in the
listed country or jurisdiction that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on Parent.

          (b) Except as disclosed in Section 4.20(b) of the Parent Disclosure
Schedule, to the knowledge of Parent, neither Parent nor any Parent Subsidiary
is infringing or misappropriating any material Intellectual Property rights of
third parties in connection with the operation of the Business that would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent. Except as disclosed in Section 4.20(b) of the Parent
Disclosure Schedule, neither Parent nor any Parent Subsidiary has received any
written charge, complaint, claim, demand or notice during the past two years (or
earlier, if not resolved) alleging any such infringement or misappropriation
that would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on Parent. To the knowledge of Parent, except as
disclosed in Section 4.20(b), during the past two years (or earlier, if not
resolved) no third party has interfered with, infringed upon, misappropriated or
otherwise come into conflict with any Intellectual Property rights of Parent or
any Parent Subsidiary which interference, infringement, misappropriation or
conflict would, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect on Parent.

          (c) Parent's and the Parent Subsidiaries' use and dissemination of any
data and information concerning users of their web sites is in compliance with
all applicable privacy policies, terms of use, and Laws, the violation of which
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on Parent. The transactions contemplated hereunder will
not violate any privacy policy, terms of use, or Laws relating to the use,
dissemination or transfer of such data or information, except for such
violations that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on Parent.

     4.21 Reorganization. As of the date of this Agreement, Parent is not aware
of any plan, agreement, fact or circumstance that could reasonably be expected
to prevent the Merger from qualifying as a "reorganization" within the meaning
of Section 368(a) of the Code.

     4.22 Opinions. Prior to the execution of this Agreement, Parent has
received opinions from JP Morgan Securities Inc. and/or Bear, Stearns & Co.
Inc., copies of which have been or will promptly be provided to the Company, to
the effect that as of the date thereof and based upon and subject to the matters
set forth therein the Merger Consideration to be paid by Parent is fair to
Parent from a financial point of view. Such opinions have not been amended or
rescinded as of the date of this Agreement.

     4.23 Parent Information. The information relating to Parent and the Parent
Subsidiaries that is provided by Parent or its representatives for inclusion in
the Joint Proxy Statement and the Form S-4, or in any other document filed with
any other Regulatory Agency in connection with the transactions contemplated by
this Agreement, will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of
the circumstances in which they are made, not misleading. The


                                       37

Joint Proxy Statement (except for such portions thereof that relate only to the
Company or any of the Company Subsidiaries) will comply in all material respects
with the provisions of the Exchange Act and the rules and regulations
thereunder.

     4.24 Affiliate Transactions. As of the date hereof, there are no
transactions, contracts, arrangements, commitments or understandings between
Parent or any of the Parent Subsidiaries, on the one hand, and any of Parent's
affiliates (other than wholly owned Parent Subsidiaries), on the other hand,
that would be required to be disclosed by Parent under Item 404 of Regulation
S-K under the Securities Act (the "Parent S-K 404 Arrangements").

     4.25 Financing. Prior to the date hereof, Parent has delivered to the
Company true, complete and correct copies of executed commitment letters from
certain lenders (the "Financing Commitments") committing such lenders to provide
to Parent, the Company and their respective Subsidiaries, as applicable, debt
financing necessary to consummate the Merger and the other transactions
contemplated hereby and thereby, subject to the terms and conditions set forth
therein. As of the date hereof, the Financing Commitments have not been
withdrawn or terminated, and Parent has no reason to believe that the financing
contemplated by the Financing Commitments will not be available. The financing
contemplated by the Financing Commitments constitutes all of the financing
required for the consummation of the transactions contemplated by this Agreement
and the Financing Commitments and the payments of all fees and expenses incurred
by Parent in connection therewith.

     4.26 Merger Sub. (a) True and complete copies of the constituent documents
of Merger Sub, each as in effect as of the date of this Agreement, have
previously been made available to the Company.

          (b) The authorized capital stock of Merger Sub, as of the date hereof,
consists of 1,000 shares of common stock, par value $0.01 per share, of which
1,000 shares are issued and outstanding. Parent is the legal and beneficial
owner of all of the issued and outstanding shares of Merger Sub. Merger Sub was
recently formed by Parent solely for the purpose of effecting the Merger and the
other transactions contemplated by this Agreement. Except as contemplated by
this Agreement, Merger Sub does not hold and has not held any material assets or
incurred any material liabilities, and has not carried on any business
activities other than in connection with the Merger and the other transactions
contemplated by this Agreement.

          (c) Merger Sub has full corporate or other requisite power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Merger Sub. This Agreement has
been duly and validly executed and delivered by Merger Sub and (assuming due
authorization, execution and delivery by the other parties hereto) constitutes
the valid and binding obligation of Merger Sub enforceable against Merger Sub in
accordance with its terms (except as may be limited by bankruptcy, insolvency,
moratorium, reorganization or similar Laws affecting the rights of creditors
generally and the availability of equitable remedies).


                                       38

              ARTICLE V. COVENANTS RELATING TO CONDUCT OF BUSINESS

     5.1 Conduct of Businesses Prior to the Effective Time. During the period
from the date of this Agreement to the Effective Time, except as expressly
contemplated or permitted by this Agreement and except as specifically set forth
in the Company Disclosure Schedule and the Parent Disclosure Schedule, as
applicable (in each case subject to Section 6.1(c)), each of the Company and
Parent will, and will cause each of its respective Subsidiaries to (i) conduct
its business in the ordinary course in all material respects, (ii) use
reasonable best efforts to maintain and preserve intact its business
organization and advantageous business relationships and retain the services of
its officers and key employees, and (iii) take no action that would prohibit or
materially impair or delay the ability of either the Company or Parent to obtain
any necessary approvals of any Regulatory Agency or other Governmental Entity
required for the transactions contemplated hereby or to consummate the
transactions contemplated hereby.

     5.2 Company Forbearances. During the period from the date of this Agreement
to the Effective Time, except as set forth in the Company Disclosure Schedule
and except as required by Law or as expressly contemplated or permitted by this
Agreement, the Company will not, and will not permit any of the Company
Subsidiaries to, without the prior written consent of Parent:

          (a) incur any indebtedness for borrowed money (other than indebtedness
of the Company or any of the wholly owned Company Subsidiaries to the Company or
any of the wholly owned Company Subsidiaries or between wholly owned Company
Subsidiaries) in excess of $25 million in the aggregate, or assume, guarantee,
endorse or otherwise as an accommodation become responsible for the obligations
of any other individual, corporation or other entity, or make any loan or
advance;

          (b) adjust, split, combine or reclassify any of the Company's capital
stock;

          (c) make, declare or pay any dividend, or make any other distribution
on, or directly or indirectly redeem, purchase or otherwise acquire, any shares
of its capital stock or any securities or obligations convertible (whether
currently convertible or convertible only after the passage of time or the
occurrence of certain events) into or exchangeable for any shares of its capital
stock (except (i) dividends paid by any of the wholly owned Company Subsidiaries
to the Company or to any of its wholly owned Subsidiaries, (ii) regular
quarterly dividends with respect to shares of Company Common Stock not to exceed
$0.09 per share per quarter for the third and fourth quarters of the fiscal year
ending on December 31, 2005 and any subsequent fiscal quarters of the fiscal
year ending December 31, 2006 that are completed prior to the Effective Time,
and (iii) the acceptance of shares of Company Common Stock as payment for the
exercise price of Company Stock Options or for withholding taxes incurred in
connection with the exercise of Company Stock Options, in each case, in
accordance with past practice and the terms of the applicable award agreements);

          (d) grant any stock appreciation right, any Company Stock Options or
any other right to acquire any shares of its capital stock or other Company
Stock-Based Awards,


                                       39

other than as required by employment agreements with the Company as in effect on
the date hereof;

          (e) issue any additional shares of capital stock, any Company Voting
Debt or any securities convertible into or exchangeable for, or any warrants or
options to acquire, any such shares or Company Voting Debt, except (i) pursuant
to the exercise of Company Stock Options or the satisfaction of any Company
Stock-Based Awards, in each case, outstanding and in accordance with the terms
and conditions in effect as of the date of this Agreement or issued hereafter in
compliance with this Agreement or (ii) for issuances by a wholly owned Company
Subsidiary of capital stock to such Subsidiary's parent or another wholly owned
Company Subsidiary;

          (f) notwithstanding any other provision hereof, increase, decrease,
change or exchange any Company Common Stock for a different number or kind of
shares or securities as a result of a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar change in capitalization;

          (g) other than as required to comply with applicable Law (including
Section 409A of the Code) or a Company Benefit Plan as in effect on the date
hereof or collective bargaining or similar labor union or other agreement the
existence of which does not breach this Agreement, (i) other than in the
ordinary course of business consistent with past practice, increase the wages,
salaries, compensation, bonus, pension or other benefits or perquisites payable
to any current or former director, officer or employee, (ii) grant or increase
any severance, change of control, termination or similar compensation or
benefits payable to any current or former director, officer or employee, (iii)
except in the ordinary course of business and consistent with past practice, pay
any bonus, (iv) adopt, enter into, terminate or amend in any material respect
any Company Benefit Plan or any collective bargaining or similar labor union
agreement, (v) except for the provision of indemnification pursuant to
indemnification agreements in effect on the date hereof, enter into any Company
S-K 404 Arrangement, other than in connection with the appointment or election
of new directors or the hiring or promotion of new officers in the ordinary
course of business, or (vi) accelerate the time of payment or vesting of, or the
lapsing of restrictions with respect to, or fund or otherwise secure the payment
of, any compensation or benefits under any Company Benefit Plan; provided,
however, that in no event may any such acceleration of vesting, lapse of
restrictions or funding be as a result of the execution and delivery of this
Agreement or the consummation of the transactions contemplated by this Agreement
unless required to comply with applicable Law;

          (h) sell, transfer, mortgage, encumber or otherwise dispose of any of
its properties or assets that are material to the Company and the Company
Subsidiaries, taken as a whole, in any transaction or series of transactions, to
any Person other than the Company or a Company Subsidiary, or cancel, release or
assign to any such Person any indebtedness or any claims held by the Company or
any Company Subsidiary, in each case that is material to the Company and the
Company Subsidiaries, taken as a whole, other than in the ordinary course of
business consistent with past practice);

          (i) enter into any new line of business that is material to the
Company and the Company Subsidiaries, taken as a whole;


                                       40

          (j) make any material acquisition or investment either by purchase of
stock or securities, contributions to capital, property transfers, or by
purchase of any property or assets of any other Person, or make any capital
expenditures, in each case other than (i) investments in wholly owned
Subsidiaries or (ii) acquisitions of assets used in the operations of the
Company and its Subsidiaries in the ordinary course of business;

          (k) amend its Certificate of Incorporation or Bylaws or similar
organizational documents, or amend, or redeem the rights issued under, the
Company Rights Agreement, or otherwise take any action to exempt any Person
(other than as required pursuant to Section 3.19(b) of this Agreement), or any
action taken by any such Person, from the Company Rights Agreement or any
Takeover Statute or similarly restrictive provisions of its organizational
documents, or terminate, amend or waive any provisions of any confidentiality or
standstill agreements in place with any third parties;

          (l) settle any material claim, action or proceeding, except (i) in the
ordinary course of business or (ii) settlements to the extent subject to and not
in excess of reserves that relate to the matter being settled existing as of
June 30, 2005 in accordance with GAAP;

          (m) take any action that is intended or would be reasonably likely to
result in any of the conditions to the Merger set forth in Article VII not being
satisfied, except as may be required by applicable Law;

          (n) implement or adopt any material change in its tax accounting or
financial accounting policies, practices or methods, other than as may be
required by applicable Law, GAAP or regulatory guidelines;

          (o) amend in any material respect, waive any of its material rights
under, or enter into any contract or binding agreement that would be a Company
Contract;

          (p) take, or agree to take, any action that would prevent the Merger
from qualifying as a "reorganization" within the meaning of Section 368(a) of
the Code;

          (q) except in the ordinary course of business, sell, assign, abandon,
license, or otherwise dispose of any Intellectual Property that is used in the
conduct of, or is otherwise material to, the business of Company and the Company
Subsidiaries;

          (r) pay or agree to pay to the Company's Advisors any investment
banking or fairness opinion fees in connection with the Merger or related
transactions contemplated by this Agreement in excess of the amount set forth on
Section 5.2(r) to the Company Disclosure Schedule; or

          (s) agree or commit to take any of the actions prohibited by this
Section 5.2.

     5.3 Parent Forbearances. During the period from the date of this Agreement
to the Effective Time, except as set forth in the Parent Disclosure Schedule
(subject to Section 6.1(c)) and except as required by Law or as expressly
contemplated or permitted by this Agreement, Parent will not, and will not
permit any of the Parent Subsidiaries to, without the prior written consent of
the Company:


                                       41

          (a) incur any indebtedness for borrowed money (except for indebtedness
contemplated by the Financing Commitments and other than indebtedness of Parent
or any of the wholly owned Parent Subsidiaries to Parent or any of the wholly
owned Parent Subsidiaries or between wholly owned Parent Subsidiaries) in excess
of $25 million in the aggregate, or assume, guarantee, endorse or otherwise as
an accommodation become responsible for the obligations of any other individual,
corporation or other entity, or make any loan or advance;

          (b) adjust, split, combine or reclassify any of Parent's capital
stock;

          (c) make, declare or pay any dividend, or make any other distribution
on, or directly or indirectly redeem, purchase or otherwise acquire, any shares
of its capital stock or any securities or obligations convertible (whether
currently convertible or convertible only after the passage of time or the
occurrence of certain events) into or exchangeable for any shares of its capital
stock (except (i) dividends paid by any of the wholly owned Parent Subsidiaries
to Parent or to any of its wholly owned Subsidiaries, (ii) dividends paid on, or
conversion of, Parent Preferred Stock outstanding on the date hereof in
accordance with the certificate of designation for such Parent Preferred Stock,
and (iii) the acceptance of shares of Parent Common Stock as payment for the
exercise price of Parent Stock Options or for withholding taxes incurred in
connection with the exercise of Parent Stock Options, in each case, in
accordance with past practice and in accordance with applicable Law and the
terms of the applicable award agreements);

          (d) issue any additional shares of capital stock, any Parent Voting
Debt or any securities convertible into or exchangeable for, or any warrants or
options to acquire, any such shares or Parent Voting Debt, except (i) pursuant
to the exercise of Parent Stock Options or the satisfaction of any Parent
Stock-Based Awards, in each case, outstanding and in accordance with the terms
and conditions in effect as of the date of this Agreement or issued thereafter
in compliance with this Agreement, (ii) upon the conversion of convertible
securities outstanding as of the date of this Agreement, or (iii) for issuances
by a wholly owned Parent Subsidiary of capital stock to such Subsidiary's parent
or another wholly owned Parent Subsidiary;

          (e) notwithstanding any other provision hereof, increase, decrease,
change or exchange any Parent Preferred Stock for a different number or kind of
shares or securities as a result of a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar change in capitalization, in each case other than as required by the
terms thereof as in effect on the date of this Agreement;

          (f) other than as required to comply with applicable Law (including
Section 409A of the Code) or a Parent Benefit Plan as in effect on the date
hereof or collective bargaining or similar labor union or other agreement the
existence of which does not breach this Agreement, (i) other than in the
ordinary course of business consistent with past practice, increase the wages,
salaries, compensation, bonus, pension or other benefits or perquisites payable
to any current or former director, officer or employee, (ii) grant or increase
any severance, change of control, termination or similar compensation or
benefits payable to any current or former director, officer or employee, (iii)
except in the ordinary course of business and consistent with past practice pay
any bonus, (iv) adopt, enter into, terminate or amend in any material respect
any Parent Benefit Plan or any collective bargaining or similar labor union


                                       42

agreement, (v) except for the provision of indemnification pursuant to
indemnification agreements in effect on the date hereof, enter into any Parent
S-K 404 Arrangement, other than in connection with the appointment or election
of new directors or the hiring or promotion of new officers in the ordinary
course of business, or (vi) accelerate the time of payment or vesting of, or the
lapsing of restrictions with respect to, or fund or otherwise secure the payment
of, any compensation or benefits under any Parent Benefit Plan; provided,
however, that in no event may any such acceleration of vesting, lapse of
restrictions or funding be as a result of the execution and delivery of this
Agreement or the consummation of the transactions contemplated by this Agreement
unless required to comply with applicable Law;

          (g) sell, transfer, mortgage, encumber or otherwise dispose of any of
its properties or assets that are material to Parent and the Parent
Subsidiaries, taken as a whole, in any transaction or series of transactions, to
any Person other than Parent or a Parent Subsidiary or cancel, release or assign
to any such Person any indebtedness or any claims held by Parent or any Parent
Subsidiary, in each case that is material to Parent and the Parent Subsidiaries,
taken as a whole, other than in the ordinary course of business consistent with
past practice);

          (h) enter into any new line of business that is material to Parent and
the Parent Subsidiaries, taken as a whole;

          (i) make any material acquisition or investment either by purchase of
stock or securities, contributions to capital, property transfers, or by
purchase of any property or assets of any other Person, or make any capital
expenditures, in each case other than (i) investments in wholly owned
Subsidiaries or (ii) acquisitions of assets used in the operations of Parent and
its Subsidiaries in the ordinary course of business;

          (j) amend its Certificate of Incorporation or Bylaws or similar
organizational documents, or amend, or redeem the rights issued under, the
Parent Rights Agreement, or otherwise take any action to exempt any Person
(other than as required pursuant to Section 4.19(b) of this Agreement), or any
action taken by any Person, from the Parent Rights Agreement or from any
Takeover Statute or similarly restrictive provisions of its organizational
documents, or terminate, amend or waive any provisions of any confidentiality or
standstill agreements in place with any third parties;

          (k) settle any material claim, action or proceeding, except (i) in the
ordinary course of business or (ii) settlements to the extent subject to and not
in excess of reserves that relate to the matter being settled existing as of
June 30, 2005 in accordance with GAAP;

          (l) take any action that is intended or would be reasonably likely to
result in any of the conditions to the Merger set forth in Article VII not being
satisfied, except as may be required by applicable Law; or

          (m) implement or adopt any material change in its tax accounting or
financial accounting policies, practices or methods, other than as may be
required by applicable Law, GAAP or regulatory guidelines;

          (n) take, or agree to take, any action that would prevent the Merger
from qualifying as a "reorganization" within the meaning of Section 368(a) of
the Code;


                                       43

          (o) except in the ordinary course of business, sell, assign, abandon,
license, or otherwise dispose of any Intellectual Property that is used in the
conduct of, or is otherwise material to, the business of Parent and the Parent
Subsidiaries; or

          (p) agree or commit to take any of the actions prohibited by this
Section 5.3.

     5.4 Control of Other Party's Business. Nothing contained in this Agreement
will give Parent, directly or indirectly, the right to control or direct the
Company's operations prior to the Effective Time. Nothing contained in this
Agreement will give the Company, directly or indirectly, the right to control or
direct Parent's operations prior to the Effective Time. Prior to the Effective
Time, each of Parent and the Company will exercise, consistent with the terms
and conditions of this Agreement, complete control and supervision over its
respective operations.

                        ARTICLE VI. ADDITIONAL AGREEMENTS

     6.1 Regulatory and Tax Matters. (a) Parent and the Company will promptly
prepare and file with the SEC the Joint Proxy Statement and Form S-4 in which
the Joint Proxy Statement will be included as a prospectus and any amendments or
supplements thereto. Each of Parent and the Company will use their reasonable
best efforts to have the Form S-4 declared effective under the Securities Act as
promptly as practicable after such filing, and each of the Company and Parent
will thereafter mail or deliver the Joint Proxy Statement to its respective
stockholders. Each party will also use its reasonable best efforts to obtain all
necessary state securities law or "Blue Sky" permits and approvals required to
carry out the transactions contemplated by this Agreement, and each party will
furnish all information concerning such party and the holders of its capital
stock as may be reasonably requested in connection with any such action. The
parties will promptly provide copies to and consult with each other and prepare
written responses with respect to any written comments received from the SEC
with respect to the Form S-4 and the Joint Proxy Statement and promptly advise
the other party of any oral comments received from the SEC.

          (b) Without limiting Section 6.4, the parties will cooperate with each
other and use their respective reasonable best efforts to promptly prepare and
file all necessary documentation, to effect all applications, notices, petitions
and filings, to obtain as promptly as practicable all permits, consents,
approvals and authorizations of all third parties and Governmental Entities that
are necessary or advisable to consummate the transactions contemplated by this
Agreement (including the Merger) and to comply with the terms and conditions of
all such permits, consents, approvals and authorizations of all such
Governmental Entities. The Company and Parent will have the right to review in
advance, and, to the extent practicable, each will consult the other on, in each
case, subject to applicable Law relating to the exchange of information, all the
information relating to the Company or Parent, as the case may be, and any of
their respective Subsidiaries, that appears in any filing made with, or written
materials submitted to, any third party or any Governmental Entity in connection
with the transactions contemplated by this Agreement. In exercising the
foregoing right, each of the parties will act reasonably and as promptly as
practicable. The parties will consult with each other with respect to obtaining
all permits, consents, approvals and authorizations of all third parties and
Governmental Entities necessary or advisable to consummate the transactions


                                       44

contemplated by this Agreement, and each party will keep the other apprised of
the status of matters relating to completion of the transactions contemplated by
this Agreement.

          (c) The parties will cooperate with each other and use their
respective reasonable best efforts to cause the Merger to qualify as a
"reorganization" within the meaning of Section 368(a) of the Code (the "Intended
Tax Treatment"), including (A) not taking any action that such party knows is
reasonably likely to prevent the Intended Tax Treatment, (B) executing such
amendments to this Agreement as may be reasonably required in order to obtain
the Intended Tax Treatment (it being understood that no party will be required
to agree to any such amendment (x) that it determines in good faith materially
adversely affects the value of the transactions contemplated hereby to such
party or its stockholders or (y) after the date of the Company Stockholders
Meeting or the Parent Stockholders Meeting, as applicable, which under
applicable Law expressly requires the further approval of its stockholders), and
(C) using their respective reasonable best efforts to obtain the opinions
referred to in Sections 7.2(c) and 7.3(c). Parent, Merger Sub and the Company
shall each deliver to counsel to Parent and counsel to the Company, for the
purpose of their rendering the opinions referred to in Sections 7.2(c) and
7.3(c), representations reasonably requested by such counsel at such time or
times as may be reasonably requested by such counsel, including at the effective
date of the Form S-4 and at the Effective Time. For tax purposes, each of the
Company, Parent and Merger Sub will report the Merger in a manner consistent
with Section 1.7.

          (d) Each of Parent and the Company will, upon request, furnish to the
other all information concerning itself, its Subsidiaries, directors, officers
and stockholders and such other matters as may be reasonably necessary or
advisable in connection with the Joint Proxy Statement, the Form S-4 or any
other statement, filing, notice or application made by or on behalf of Parent,
the Company or any of their respective Subsidiaries to any Governmental Entity
in connection with the Merger and the other transactions contemplated by this
Agreement.

          (e) Each of Parent and the Company will promptly advise the other upon
receiving any communication from any Governmental Entity and any material
communication given or received in connection with any proceeding by a private
party, in each case in connection with the Merger and the other transactions
contemplated by this Agreement.

     6.2 Access to Information. (a) Upon reasonable notice and subject to
applicable Law relating to the exchange of information, each of the Company and
Parent will, and will cause each of its Subsidiaries to, afford to the officers,
employees, accountants, counsel and other representatives of the other,
reasonable access, during normal business hours during the period prior to the
Effective Time, to all its properties, books, contracts, commitments and
records, and, during such period, each party will, and will cause its
Subsidiaries to, make available to the other party (i) a copy of each report,
schedule, registration statement and other document filed or received by it
during such period pursuant to the requirements of federal securities laws or
federal or state laws applicable to such party (other than reports or documents
that such party is not permitted to disclose under applicable Law) and (ii) all
other information concerning its business, properties and personnel as the other
may reasonably request, including information (financial or otherwise) regarding
the Company and the Company Subsidiaries as may be necessary or appropriate to
complete the financings contemplated by the Financing Commitments.
Notwithstanding the foregoing, neither the


                                       45

Company nor Parent nor any of their Subsidiaries will be required to provide
access to or to disclose information where such access or disclosure would
jeopardize the attorney-client privilege of such party or its Subsidiaries or
contravene any Law, fiduciary duty or binding agreement entered into prior to
the date of this Agreement or entered into after the date of this Agreement in
the ordinary course of business. The parties will use their reasonable best
efforts to make appropriate substitute arrangements to permit reasonable
disclosure under circumstances in which the restrictions of the preceding
sentence apply. Whenever any event occurs that is required to be set forth in an
amendment or supplement to the Proxy Statement or the offering memoranda or
other materials pursuant to which the debt financing contemplated by the
Financing Commitments (the "Debt Financing") is offered to potential purchasers
or lenders (the "Debt Offer Documents"), the Company or Parent, as the case may
be, will promptly inform the other party of such occurrence and cooperate in
filing with the SEC and/or mailing to the stockholders of the Company, in the
case of the Proxy Statement, or the extent required to the potential purchasers
or lenders of the Debt Financing, such amendment or supplement, in each case as
promptly as practicable. The information provided and to be provided by Parent,
Merger Sub and the Company, respectively, for use in the Proxy Statement or any
amendment or supplement thereto and the Debt Offer Documents or any amendment or
supplement thereto, in the case of the Proxy Statement, at the time of the
Company Stockholders Meeting and the Parent Stockholders Meeting, and in the
case of the Debt Offer Documents or any amendments or supplements thereto, at
the time the Debt Offer Documents are first made available to potential
purchasers or lenders of the Debt Financing and at the time of the consummation
of the Debt Financing, will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The Company will, and will cause the
Company Subsidiaries to, cooperate in good faith with Parent's efforts to plan
for the post-Closing integration of its business with the business of the
Company and the Company Subsidiaries.

          (b) All information and materials provided pursuant to this Agreement
will be subject to the provisions of the Non Disclosure Agreement, dated June
13, 2005, between the Company and Parent, as amended from time to time (the
"Confidentiality Agreement").

          (c) No investigation by either of the parties or their respective
representatives will affect the representations and warranties of the other set
forth in this Agreement.

     6.3 Stockholder Approvals. (a) Each of Parent and the Company will duly
call, convene and hold a meeting of its stockholders to be held as soon as
reasonably practicable after the Form S-4 is declared effective for the purpose
of obtaining the Parent Stockholder Approval and the Company Stockholder
Approval, and each will use its reasonable best efforts to cause such meetings
to occur as soon as reasonably practicable and on the same date. Subject to
Section 6.10, the Board of Directors of each of Parent and the Company will use
its reasonable best efforts to obtain from its respective stockholders the
Parent Stockholder Approval and the Company Stockholder Approval. Without
limiting the generality of the foregoing but subject to Sections 8.1(j) and
8.1(k), respectively, Parent's and the Company's obligations pursuant to this
Section 6.3(a) will not be affected by the commencement, public proposal, public
disclosure or communication to such party or its respective representatives of
any Acquisition Proposal.


                                       46

          (b) Except as permitted by Section 6.10(g), the Parent Board will
recommend to the Parent stockholders the approval of this Agreement, the Sponsor
Stockholders Agreements and the transactions contemplated hereby and thereby and
will include such recommendation in the Joint Proxy Statement.

          (c) Except as permitted by Section 6.10(g), the Company Board will
recommend to the Company stockholders the adoption of this Agreement and the
approval of the Merger and will include such recommendation in the Joint Proxy
Statement.

          (d) Nothing set forth in this Section 6.3 shall limit the ability of
Parent or the Company to enter into an agreement in connection with a Superior
Proposal, so long as it first terminates this Agreement in accordance with
Section 8.1(j) or 8.1(k), as the case may be.

     6.4 Legal Conditions to Merger. (a) Each of Parent and the Company will,
and will cause its Subsidiaries to, use their reasonable best efforts (i) to
take, or cause to be taken, all actions necessary, proper or advisable to comply
promptly with all legal requirements that may be imposed on such party or its
Subsidiaries with respect to the Merger and to consummate the transactions
contemplated by this Agreement as soon as practicable after the date hereof and
(ii) to obtain (and to cooperate with the other party to obtain) any consent,
authorization, order or approval of, or any exemption by, any Governmental
Entity and any other third party that is required to be obtained by the Company
or Parent or any of their respective Subsidiaries in connection with the Merger,
the financing contemplated by the Financing Commitments and the other
transactions contemplated by this Agreement, including all steps necessary to
promptly identify any impediments to complying with all legal requirements or to
obtaining such consents, authorizations, orders, approvals, or exemptions.
Parent and Company will cooperate with one another and with Governmental
Entities to resolve or settle any issues as early as possible and with a view to
the Termination Date. Nothing in this Agreement will require, or be deemed to
require, the parties to this Agreement to agree to take any of the following
actions in order to obtain the consent, authorization, order, approval or
exemption of any Governmental Entity in order to satisfy the condition set forth
in Section 7.1(c) where such actions would have a Material Adverse Effect on the
party taking the action or would result in a breach the obligations of Parent or
any Parent Subsidiary under the agreements listed in Section 6.4(a) of the
Parent Disclosure Schedule or of the Company or any Company Subsidiary under the
agreements listed in Section 6.4(b) of the Company Disclosure Schedule: (i)
sell, hold separate or otherwise dispose of assets of such party or its
Subsidiaries or conduct its business in a specified manner; (ii) agree to sell,
hold separate or otherwise dispose of assets of such party or its Subsidiaries
or conduct its business in a specified manner; or (iii) permit assets of such
party or its Subsidiaries to be sold, held separate or disposed of or permit its
business to be conducted in a specified manner. This Section 6.4 does not
require either the Parent or the Company to enter into any agreement with a
third party to undertake any obligations or make any divestitures, unless such
agreement is conditioned on the consummation of the transactions contemplated by
this Agreement.

          (b) In furtherance and not in limitation of the covenants of the
parties contained in Sections 6.1 or 6.4(a), if any administrative or judicial
action or proceeding, including any proceeding by a private party, is instituted
(or threatened to be instituted) challenging any transaction contemplated by
this Agreement as violative of any applicable Law


                                       47

or legal obligation or requirement, or if any statute, rule, regulation or
Injunction is enacted, entered, promulgated or enforced by a Governmental Entity
that would make the Merger or the other transactions contemplated hereby illegal
or would otherwise prohibit or materially impair or materially delay the
consummation of the Merger or the other transactions contemplated hereby, each
of the Company and Parent will cooperate in all respects with each other and use
its respective reasonable best efforts to contest and resist any such action or
proceeding and to have vacated, lifted, reversed or overturned any judgment,
Injunction or other order, whether temporary, preliminary or permanent, that is
in effect and that prohibits, prevents or restricts consummation of the Merger
or the other transactions contemplated by this Agreement and to have such
statute, rule, regulation or Injunction repealed, rescinded or made inapplicable
so as to permit consummation of the transactions contemplated by this Agreement.
Notwithstanding the foregoing or any other provision of this Agreement, nothing
in this Section 6.4(b) will limit either the Company's or Parent's right to
terminate this Agreement pursuant to Article VIII so long as such party has up
to the date of termination complied with its obligations under this Section 6.4.

          (c) Each party hereto and its Board of Directors will, if any Takeover
Statute becomes applicable to this Agreement, the Merger or any other
transactions contemplated hereby, take all action reasonably necessary to ensure
that the Merger and the other transactions contemplated by this Agreement may be
consummated as promptly as practicable on the terms contemplated hereby and
otherwise to minimize the effect of such statute on this Agreement, the Merger
and the other transactions contemplated hereby.

          (d) Immediately following the execution of this Agreement, Parent will
adopt this Agreement as the sole stockholder of Merger Sub.

     6.5 Affiliates. The Company will use its reasonable best efforts to cause
each director, executive officer and other Person who is an "affiliate" (for
purposes of Rule 145 under the Securities Act) of the Company to deliver to
Parent, as soon as practicable after the date of this Agreement, and prior to
the date of the Company Stockholders Meeting, a written agreement, in the form
of Exhibit E.

     6.6 Listing. Parent will use its reasonable best efforts to cause the
shares of Parent Common Stock to be issued in the Merger to be authorized for
listing on the NYSE, subject to official notice of issuance, prior to the
Effective Time.

     6.7 Indemnification; Directors' and Officers' Insurance. (a) From and after
the Effective Time, Parent will indemnify and hold harmless, as and to the
fullest extent permitted by applicable Law, each individual who is now, or has
been at any time prior to the date of this Agreement, or who becomes prior to
the Effective Time, a director or officer of the Company or any of the Company
Subsidiaries or who is or was serving at the request of the Company or any of
the Company Subsidiaries as a director or officer of another Person (the
"Company Indemnified Parties") against any losses, claims, damages, liabilities,
costs, expenses (including reimbursement for reasonable fees and expenses
incurred in advance of the final disposition of any claim, suit, proceeding or
investigation to each Company Indemnified Party), judgments, fines and, subject
to approval by Parent, amounts paid in settlement in connection with any
threatened or actual claim, action, suit, proceeding or investigation to


                                       48

which such Company Indemnified Party is, or is threatened to be, made a party
based in whole or in part on, or arising in whole or in part out of, or
pertaining to (i) the fact that such individual is or was a director or officer
of the Company or any of the Company Subsidiaries or (ii) this Agreement or any
of the transactions contemplated by this Agreement, whether asserted or arising
before or after the Effective Time.

          (b) Parent will cause to be maintained in effect for a period of six
years from the Effective Time the directors' and officers' liability insurance
policy maintained at the Effective Time by the Company (the "Company D&O
Policy") (provided, that Parent may substitute therefor policies of at least the
same coverage and amounts and may cause coverage to be extended under the
Company D&O Policy by obtaining a six-year "tail" policy, in each case
containing terms and conditions that are not less advantageous than the Company
D&O Policy) with respect to claims arising from facts, events, acts or omissions
occurring prior to the Effective Time; provided, however, that in no event will
Parent be required to expend in the aggregate in excess of 300% of the annual
aggregate premiums currently paid by the Company for such insurance (the
"Maximum Premium"). If such insurance coverage cannot be obtained at all, or can
only be obtained at an annual premium in excess of the Maximum Premium, Parent
will cause to be maintained the most advantageous policies of directors' and
officers' insurance obtainable for an annual premium equal to the Maximum
Premium.

          (c) The provisions of this Section 6.7 will survive the Effective Time
and are intended to be for the benefit of, and will be enforceable by, each
Company Indemnified Party and his or her heirs and representatives.

          (d) If Parent or any of its successors or assigns (i) consolidates
with or merges into any other Person and is not the continuing or surviving
corporation or entity of such consolidation or merger or (ii) transfers or
conveys all or substantially all of its properties and assets to any Person,
then, and in each such case, to the extent necessary, proper provision will be
made so that the successors and assigns of Parent, as the case may be, will
assume the obligations set forth in this Section 6.7.

     6.8 Advice of Changes. Each of Parent and the Company will promptly advise
the other of any change or event (i) having or reasonably expected to result in
a Material Adverse Effect on Parent or a Material Adverse Effect on the Company,
as the case may be, or (ii) that it believes results or would be reasonably
expected to result in a failure of any condition set forth in Sections 7.2(a),
(b) and (c) and 7.3(a), (b) and (c); provided, however, that no such
notification will affect the representations, warranties, covenants or
agreements of the parties (or remedies with respect thereto) or the conditions
to the obligations of the parties under this Agreement; provided, further,
however, that a failure to comply with this Section 6.8 will not constitute the
failure of any condition set forth in Article VII to be satisfied unless the
underlying Material Adverse Effect or breach would independently result in the
failure of a condition set forth in Article VII to be satisfied.

     6.9 Exemption from Liability Under Section 16(b). Parent and the Company
agree that, in order to most effectively compensate and retain Insiders in
connection with the Merger, both prior to and after the Effective Time, it is
desirable that Insiders be relieved of the risk of liability under Section 16(b)
of the Exchange Act to the fullest extent permitted by applicable


                                       49

Law in connection with the conversion of shares of Company Common Stock, Company
Stock Options and Company Stock-Based Awards into shares of Parent Common Stock
and Company Rollover Options and other awards denominated in shares of Parent
Common Stock in the Merger, and for that compensatory and retentive purpose
agree to the provisions of this Section 6.9. Following the delivery to Parent of
the Section 16 Information in a timely fashion, the Parent Board, or a committee
of "Non-Employee Directors" thereof (as such term is defined for purposes of
Rule 16b-3(d) under the Exchange Act), will adopt a resolution providing that
the receipt by Insiders of Parent Common Stock in exchange for or satisfaction
of shares of Company Common Stock or Company Stock-Based Awards, and of Company
Rollover Options upon conversion of Company Stock Options, in each case,
pursuant to the transactions contemplated by this Agreement and to the extent
such securities are listed in the Section 16 Information, are intended to be
exempt from liability pursuant to Section 16(b) under the Exchange Act. "Section
16 Information" will mean information accurate in all material respects
regarding Insiders, the number of shares of Company Common Stock held by each
such Insider and expected to be exchanged for Parent Common Stock in the Merger,
and the number and description of Company Stock Options and Company Stock-Based
Awards held by each such Insider and expected to be converted into Company
Rollover Options and exchanged for Parent Common Stock or awards denominated
therein in connection with the Merger; provided, however, that the requirement
for a description of any Company Stock Options and Company Stock-Based Awards
will be deemed to be satisfied if copies of all Company Stock Plans and other
Company Benefit Plans, and forms of agreements evidencing grants thereunder,
under which such Company Stock Options and Company Stock-Based Awards,
respectively, have been granted to Insiders, have been made available to Parent.
"Insiders" will mean those officers and directors of the Company who are or are
expected to become subject to the reporting requirements of Section 16(a) of the
Exchange Act and who are listed in the Section 16 Information.

     6.10 No Solicitation. (a) Parent will not, and will cause the Parent
Subsidiaries and each officer, director, employee, agent or representative
(including any financial or legal advisor or other retained representative) of
Parent or any Parent Subsidiaries not to, directly or indirectly, (i) solicit,
initiate or facilitate (including by way of furnishing information) or take any
other action designed to facilitate any inquiries or proposals regarding any
merger, share exchange, consolidation, sale of assets, sale of shares of capital
stock (including by way of a tender offer or exchange offer) or similar
transactions involving Parent or any of the Parent Subsidiaries that, if
consummated, would constitute an Alternative Transaction (as defined in
paragraph (c) below) (any of the foregoing inquiries or proposals being referred
to herein as a "Parent Acquisition Proposal"), (ii) participate in any
discussions or negotiations regarding, or furnish to any Person any information
in connection with, or otherwise cooperate in any way with any Person in
connection with, an Alternative Transaction, or (iii) enter into any agreement
regarding any Alternative Transaction.

          (b) The Company will not, and will cause the Company Subsidiaries and
each officer, director, employee, agent or representative (including any
financial or legal advisor or other retained representative) of the Company or
any Company Subsidiaries not to, directly or indirectly, (i) solicit, initiate
or facilitate (including by way of furnishing information) or take any other
action designed to facilitate any inquiries or proposals regarding any merger,
share exchange, consolidation, sale of assets, sale of shares of capital stock
(including by way of a


                                       50

tender offer or exchange offer) or similar transactions involving the Company or
any of the Company Subsidiaries that, if consummated, would constitute an
Alternative Transaction (any of the foregoing inquiries or proposals being
referred to herein as a "Company Acquisition Proposal" and, with a Parent
Acquisition Proposal, an "Acquisition Proposal"), (ii) participate in any
discussions or negotiations regarding, or furnish to any Person any information
in connection with, or otherwise cooperate in any way with any Person in
connection with, an Alternative Transaction, or (iii) enter into any agreement
regarding any Alternative Transaction.

          (c) As used in this Agreement, "Alternative Transaction" means, with
respect to the Company or Parent, as the case may be (for this purpose, the
"Target Party"), any of (i) a transaction pursuant to which any third Person (or
group of Persons) other than the other party to this Agreement (the "Non-Target
Party") or its affiliates, directly or indirectly, acquires or would acquire
more than 20% of the outstanding shares of common stock of the Target Party or
of the outstanding voting power of the Target Party, whether from the Target
Party or pursuant to a tender offer or exchange offer or otherwise, (ii) a
merger, share exchange, consolidation, business combination, recapitalization or
any other transaction involving the Target Party (other than the Merger) or any
of its Subsidiaries pursuant to which any third Person or group of Persons
(other than the Non-Target Party or its affiliates) party thereto, or its
stockholders, owns or would own more than 20% of the outstanding shares of
common stock or the outstanding voting power of the Target Party or, if
applicable, the parent entity resulting from any such transaction immediately
upon consummation thereof, or (iii) any transaction pursuant to which any third
Person (or group of Persons) other than the Non-Target Party or its affiliates
acquires or would acquire control of assets (including for this purpose the
outstanding equity securities of the Subsidiaries of the Target Party and
securities of the entity surviving any merger or business combination involving
any of the Subsidiaries of the Target Party) of the Target Party or any of its
Subsidiaries representing more than 20% of the fair market value of all the
assets of the Target Party and its Subsidiaries, taken as a whole, immediately
prior to such transaction.

          (d) The Target Party will notify the Non-Target Party promptly (but in
no event later than 48 hours) after receipt of any Acquisition Proposal, or any
material modification of or material amendment to any Acquisition Proposal, or
any request for non-public information relating to the Target Party or any of
its Subsidiaries or for access to the properties, books or records of the Target
Party or any of its Subsidiaries by any Person that informs the Board of
Directors of the Target Party (the "Target Board") or any of its Subsidiaries
that it is considering making, or has made, an Acquisition Proposal. Such notice
to the Non-Target Party will be made orally and in writing and will indicate the
identity of the Person making the Acquisition Proposal or intending to make or
considering making an Acquisition Proposal or requesting non-public information
or access to the properties, books or records of the Target Party or any of its
Subsidiaries, and the material terms of any such Acquisition Proposal or
modification or amendment to an Acquisition Proposal. The Target Party will (i)
keep the Non-Target Party informed, on a current basis (but in no event later
than 48 hours) of any material changes in the status and any material changes or
modifications in the terms of any such Acquisition Proposal, indication or
request and (ii) provide to the Non-Target Party as soon as practicable after
receipt or delivery thereof with copies of all correspondence and other written
material sent or provided to the Target Party from any third party in connection
with any Acquisition Proposal or sent or provided by the Target Party to any
third party in connection with any Acquisition Proposal.


                                       51

          (e) Notwithstanding anything to the contrary in this Section 6.10, at
any time prior to obtaining the Parent Stockholder Approval or the Company
Stockholder Approval, as applicable, the Target Party may furnish or cause to be
furnished information to, and enter or cause to be entered into discussions
with, a Person who has made an unsolicited bona fide written proposal or offer
regarding an Acquisition Proposal which did not result from a breach of Section
6.10(a) or 6.10(b), as applicable, if the Target Board has (i) determined in
good faith (after consultation with its outside legal counsel and financial
advisor or advisors) that such proposal or offer constitutes or is reasonably
likely to lead to a Superior Proposal and, taking into account any revisions to
the terms of the Merger or this Agreement proposed by the Non-Target Party after
being notified pursuant to Section 6.10(g), that doing so is necessary for the
Target Board to comply with its fiduciary duties to the Target Party's
stockholders under applicable law, (ii) provided prior or contemporaneous notice
to the Non-Target Party of its intent to furnish information to or enter into
discussions with such Person, (iii) obtained from such Person an executed
confidentiality agreement containing terms with respect to confidentiality that
are determined by the Target Party to be substantially similar to and not less
favorable to the Target Party in the aggregate than those contained in the
Confidentiality Agreement (it being understood that such confidentiality
agreement and any related agreements will not include any provision calling for
any exclusive right to negotiate with such party or having the effect of
prohibiting the Target Party from satisfying its obligations under this
Agreement), and (iv) the Target Party complies with all of its obligations under
Sections 6.10(a) or 6.10(b), as applicable, and Sections 6.3, 6.10(d) and
6.10(g). The Target Party will provide the Non-Target Party with all information
regarding the Target Party with which the Non-Target Party has not previously
been provided that is provided to any Person making any such Acquisition
Proposal.

          (f) As used in this Agreement, "Superior Proposal" means a bona fide
written proposal or offer made by a third Person (or group of Persons) to
consummate any of the following transactions: (i) a merger, share exchange,
consolidation, business combination or other similar transaction involving the
Target Party pursuant to which the stockholders of the Target Party immediately
preceding such transaction would hold less than 50% of the outstanding shares of
common stock of, and less than 50% of the outstanding voting power of, the
Target Party or the parent entity resulting from any such transaction
immediately upon consummation thereof, (ii) the acquisition by any third Person
or group of Persons (including by means of a tender offer or an exchange offer
or a two-step transaction involving a tender offer followed with reasonable
promptness by a cash-out merger involving the Target Party), directly or
indirectly, of ownership of more than 50% of the outstanding shares of common
stock of, and more than 50% of the outstanding voting power of, the Target
Party, or (iii) the acquisition by any third Person (or group of Persons) of
more than 50% of the fair market value of all the assets of the Target Party and
its Subsidiaries, taken as a whole, immediately prior to such transaction, in
each case that the Target Board determines in good faith (after consultation
with its outside legal counsel and its financial advisor or advisors) to be more
favorable from a financial point of view to the Target Party stockholders than
the Merger, taking into account all relevant factors as well as any revisions to
the terms of the Merger or this Agreement proposed by the Non-Target Party after
being notified pursuant to Section 6.10(g).

          (g) Except as permitted by this Section 6.10(g), neither the Target
Board nor any committee thereof will (A) withdraw, modify or qualify in a manner
adverse to the Non-Target Party the recommendation by the Target Board, or any
such committee, of this Agreement


                                       52

and the Merger (in the case of the Company) or this Agreement, the Sponsor
Stockholders Agreements and the transactions contemplated hereby and thereby (in
the case of Parent), (B) recommend the approval or adoption of any Acquisition
Proposal or fail to recommend against any Acquisition Proposal, or (C) resolve,
agree or propose publicly to take any such actions (each such action set forth
in this sentence of this Section 6.10(g) being referred to herein as an "Adverse
Recommendation Change") or approve, adopt or recommend, or cause or permit the
Target Party to enter into, any letter of intent, agreement or obligation with
respect to, any Alternative Transaction (other than a confidentiality agreement
as referred to in Section 6.10(e)). Notwithstanding anything to the contrary in
this Section 6.10, if, at any time prior to obtaining the Parent Stockholder
Approval or the Company Stockholder Approval, as applicable, (i) the Target
Board, in the exercise of its fiduciary duties, determines in good faith, after
consultation with outside legal counsel and financial advisor or advisors, that
to do otherwise would be inconsistent with its fiduciary duties under applicable
Law, (ii) before taking any such action, the Target Party promptly gives the
Non-Target Party written notice advising the Non-Target Party of the decision of
the Target Board to take such action, including the reasons therefor and, in the
event that such decision relates to an Acquisition Proposal, such notice
specifies the material terms and conditions of such Acquisition Proposal and
identifies the Person making such Acquisition Proposal (and the Target Party
will also promptly give the Non-Target Party such a notice with respect to any
subsequent change in such proposal) as required by Section 6.10(d) and the
Target Party has given the Non-Target Party at least three business days after
delivery of each such notice to propose revisions to the terms of this Agreement
(or to make another proposal) in response to such Acquisition Proposal and has
negotiated in good faith with the Non-Target Party with respect to such proposed
revisions or other proposal, if any, (iii) if such Adverse Recommendation Change
relates to an Acquisition Proposal received by the Target Party or made directly
to the Target Party's stockholders, such Acquisition Proposal constitutes a
Superior Proposal, and (iv) the Target Party has complied with its obligations
set forth in this Section 6.10, then the Target Board may make an Adverse
Recommendation Change; provided, that if the Target Party makes an Adverse
Recommendation Change, then, notwithstanding such Adverse Recommendation Change,
the Target Company will nevertheless submit this Agreement and the Merger (in
the case of the Company) or this Agreement, the Sponsor Stockholders Agreements
and the transactions contemplated hereby and thereby (in the case of Parent) to
its stockholders for the purpose of obtaining the Company Stockholder Approval
or Parent Stockholder Approval, as applicable, and nothing contained herein will
be deemed to relieve the Target Party of such obligation, unless this Agreement
is terminated in accordance with its terms (including termination in connection
with a Superior Proposal in accordance with Section 8.1(j) or 8.1(k), as the
case may be) prior to the Company Stockholder Meeting or Parent Stockholder
Meeting, as applicable.

          (h) Nothing contained in this Section 6.10 will prohibit the Target
Party or its Subsidiaries from taking and disclosing to its stockholders a
position required by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange
Act; provided, however, that any such disclosure that relates to an Acquisition
Proposal will be deemed to be an Adverse Recommendation Change unless the Target
Board reaffirms its recommendation of this Agreement and the Merger (in the case
of the Company) or this Agreement and the Merger, the Sponsor Stockholders
Agreements and the transactions contemplated hereby and thereby (in the case of
Parent), as applicable. Notwithstanding any other provision hereof, no
disclosure that the Parent Board or the Company Board may determine (after
consultation with counsel) that it or Parent or the


                                       53

Company, as applicable, is required to make under applicable Law will constitute
a violation of this Agreement.

          (i) Each of Parent and the Company and their respective Subsidiaries
will immediately cease and cause to be terminated any existing discussions or
negotiations with any Persons (other than the other party) conducted heretofore
with respect to any Alternative Transaction, and will use reasonable best
efforts to cause all Persons, other than the other party hereto, who have been
furnished confidential information regarding such party in connection with the
solicitation of or discussions regarding an Acquisition Proposal within the 12
months prior to the date hereof promptly to return or destroy such information.
Each of Parent and the Company will, as soon as practicable after the date
hereof, take all steps necessary to terminate any approval that may have been
heretofore given under any provisions of any standstill or similar agreements
authorizing any Person to make an Acquisition Proposal.

          (j) It is understood that any violation of the restrictions set forth
in this Section 6.10 by any officer, director, employee, agent or representative
(including financial or legal advisor or other retained representative) of
either party or any of its Subsidiaries, at the direction or with the consent of
such party or any of its Subsidiaries, will be deemed to be a breach of this
Section 6.10 by such party.

     6.11 FIRPTA. The Company shall furnish to Parent an affidavit dated as of
the Closing Date, stating, under penalty of perjury, that the Company is not and
has not been a US real property holding corporation within the meaning of Code
Section 897(c)(2) during the applicable period described in Code Section
897(c)(1)(A)(ii).

     6.12 Financing Commitments. (a) Parent will promptly notify the Company of
(i) the expiration, termination, modification or amendment for any reason of the
Financing Commitments and (ii) any proposal by any of the institutions party to
a Financing Commitments to withdraw, terminate or make a material change in the
amount or terms of such Financing Commitments that could reasonably be expected
to adversely affect the ability of Parent to consummate the financing
contemplated by such Financing Commitments in accordance with its terms. In
addition, upon the Company's reasonable request, Parent will advise and update
the Company, in a level of detail reasonably satisfactory to the Company, with
respect to the status, proposed closing date, and material terms of the
Financing Commitments. Parent will not consent to any amendment, modification or
early termination of any Financing Commitments that could reasonably be expected
to materially delay or adversely affect the ability of Parent to consummate the
transactions contemplated by this Agreement.

          (b) Parent will, and will cause its Subsidiaries to, use reasonable
best efforts to (i) maintain the effectiveness of the Financing Commitments in
accordance with their terms, (ii) enter into definitive documentation with
respect to the Financing Commitments on the terms contained in the Financing
Commitments, (iii) satisfy all funding conditions to the Financing Commitments
set forth in the definitive documentation with respect to the financing
contemplated by the Financing Commitments, (iv) consummate the financing
contemplated by the Financing Commitments (including by Parent's extension of
the Financing Commitments on substantially equivalent or better terms or, if the
Financing Commitments expire, obtaining alternative financing in an aggregate
principal amount equal to the amounts set forth in, and on


                                       54

terms substantially equivalent to or better than the terms of, the Financing
Commitments if, in each case, the Company has consented to such extension or
replacement) prior to the expiration of the Financing Commitments if the other
conditions to Parent's obligations to close set forth in Sections 7.1 and 7.2
have been satisfied or waived, and (v) perform its obligations under the
Financing Commitments.

          (c) The Company shall provide, and shall cause the Company
Subsidiaries to provide, and shall use commercially reasonable efforts to cause
the respective officers, employees, representatives and advisers of the Company
and the Company Subsidiaries to provide, all cooperation reasonably requested by
Parent in connection with the financings contemplated by the Financing
Commitments (the "Debt Financing") and shall (i) cause appropriate officers and
employees to be available on a customary basis (A) to meet with prospective
lenders in presentations, meetings, road shows, due diligence sessions and
sessions with ratings agencies, (B) to assist with the preparation of
prospectuses, offering memoranda, private placement memoranda and other
disclosure documents in connection therewith and the Debt Financing, including
assistance with the preparation of projections to be used in connection
therewith, as applicable, and (C) to execute and deliver any pledge and security
documents, other definitive financing documents and other certificates or
documents as may be required pursuant to the Financing Commitments, (ii) take
all necessary corporate action to consummate the Debt Financing immediately
prior to the Closing and (iii) use commercially reasonable efforts to cause its
independent accountants to provide assistance to Parent, including providing
consent, on a customary basis, to Parent to use their audit reports relating to
the Company and the Company Subsidiaries and, at the cost of Parent, to provide
any necessary customary "comfort letters."

     6.13 Parent Board. Parent shall take all steps necessary or desirable to
cause the satisfaction of the condition set forth in Section 7.3(e).

     6.14 Employee Matters. (a) As of the Effective Time, Parent shall assume
all of the employment agreements, as amended, set forth in Section 6.14(a) of
the Company Disclosure Schedule, and Parent shall perform all obligations
thereunder.

          (b) As of the Effective Time, Parent shall grant options to purchase
an aggregate of 800,000 shares of Parent Common Stock to individuals employed by
the Company immediately prior to the Effective Time. The individuals to whom
such options are granted and the number of shares subject to such options shall
be determined by the Parent taking into consideration the recommendation of the
Company's Chief Executive Officer (or his delegate). All other terms of such
options shall be substantially identical to the "Founders' Grant" options
granted by Parent to its employees in connection with transactions contemplated
by this Agreement.

          (c) If the Company and Parent determine in good faith that any payment
(whether in cash or property or the vesting of property) that may be made to any
Company employee who is a "disqualified individual" (within the meaning of
Section 280G(c) of the Code) in connection with the Merger is reasonably likely
to constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of
the Code), then the Company will use its reasonable best efforts to take such
actions as it (in consultation with Parent, if Parent so requests) determines
are necessary or appropriate to eliminate or mitigate the effect of such


                                       55

excess parachute payment on the disqualified individual and the Company,
including accelerating severance pay, bonus awards and options and other equity
awards, encouraging employees to exercise options, and exercising and/or
recommending that the Company Board or any committee thereof so exercise, any
available discretion in respect of options and other equity awards; provided,
however, that no such action may impair the rights of any disqualified
individual without such disqualified individual's prior written consent.

     6.15 GS Funds Redemption. At or prior to the Effective Time, Parent will
consummate the purchase of all of the Parent Convertible Preferred Stock owned
by the GS Funds in accordance with the terms and subject to the conditions of
the Stock Purchase and Support Agreement, dated as of October 3, 2005, by and
among Parent, R.H. Donnelley Inc. and the Stockholders of Parent listed on
Schedule A attached thereto, as it may be amended from time to time (the
"Redemption Agreement"). Notwithstanding anything to the contrary in this
Agreement or the Redemption Agreement, no consent of the Company will be
required for the consummation of such purchase or the performance of Parent's
obligations under the Redemption Agreement. The prior written consent of the
Company will be required for any material amendment to the Redemption Agreement.

                        ARTICLE VII. CONDITIONS PRECEDENT

     7.1 Conditions to Each Party's Obligation To Effect the Merger. The
respective obligations of the parties to effect the Merger shall be subject to
the satisfaction, or waiver by each of the parties, at or prior to the Effective
Time of the following conditions:

          (a) Stockholder Approvals. The approval of the holders of capital
stock of Parent and the Company required for the consummation of the Merger and
the transactions contemplated hereby shall have been obtained.

          (b) Listing. The shares of Parent Common Stock to be issued to holders
of Company Common Stock shall have been authorized for listing on the NYSE,
subject to official notice of issuance.

          (c) HSR Approval. The waiting period applicable to the consummation of
the Merger under the HSR Act shall have expired or been earlier terminated.

          (d) Form S-4. The Form S-4 shall have become effective under the
Securities Act, and no stop order suspending the effectiveness of the Form S-4
shall have been issued and no proceedings for that purpose shall have been
initiated or be threatened by the SEC.

          (e) No Injunctions or Restraints; Illegality. No Injunction preventing
the consummation of the Merger shall be in effect. No statute, rule, regulation,
order, Injunction or decree shall have been enacted, entered, promulgated or
enforced by any Governmental Entity that prohibits or makes illegal consummation
of the Merger.

     7.2 Conditions to Obligations of Parent. The obligation of Parent to effect
the Merger is also subject to the satisfaction, or waiver by Parent, at or prior
to the Effective Time of the following conditions:


                                       56

          (a) Representations and Warranties. (i) Each of the representations
and warranties (other than as set forth in Sections 3.2(a), 3.8(a) and (c) and
3.19) of the Company set forth in this Agreement shall be true and correct on
the date of this Agreement, and as of the Closing Date, as if made at and as of
such date (except to the extent expressly made as of an earlier date, in which
case as of such date), except where the failure of such representations and
warranties to be so true and correct (without giving effect to any limitation as
to "materiality" or "Material Adverse Effect" set forth therein), individually
or in the aggregate, does not have, and would not be reasonably expected to
have, a Material Adverse Effect on the Company, (ii) the representations and
warranties of the Company set forth in Sections 3.8(a) and (c) and 3.19 shall be
true and correct on the date of this Agreement, and as of the Closing Date, as
if made at and as of such date (except to the extent expressly made as of an
earlier date, in which case as of such date), and (iii) the representations and
warranties of the Company set forth in Section 3.2(a) shall be true and correct
in all material respects on the date of this Agreement, and as of the Closing
Date, as if made at and as of such date (except to the extent expressly made as
of an earlier date, in which case as of such date), and Parent shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer or the Chief Financial Officer of the Company to the foregoing effects.

          (b) Performance of Obligations of the Company. The Company shall have
performed in all material respects all obligations required to be performed by
it under this Agreement at or prior to the Closing Date, and Parent shall have
received a certificate signed on behalf of the Company by the Chief Executive
Officer or the Chief Financial Officer of the Company to such effect.

          (c) Parent Tax Opinion. Parent shall have received an opinion of Jones
Day in form and substance reasonably satisfactory to Parent, on the basis of
certain facts, representations and assumptions set forth in such opinion, dated
as of the Closing Date, to the effect that (i) the Merger will be treated for
federal income tax purposes as a "reorganization" under Section 368(a) of the
Code, and (ii) each of the Company, Parent and Merger Sub will be a "party to
the reorganization" within the meaning of Section 368(a) of the Code. In
rendering such opinion, such advisor shall be entitled to rely upon
representations of officers of the Company, Parent and Merger Sub described in
Section 6.1(c). The condition set forth in this Section 7.2(c) shall not be
waivable after receipt of the Parent Stockholder Approval unless further Parent
Stockholder Approval is obtained with appropriate disclosure.

          (d) Dissenters. The number of shares of the Company Common Stock as to
which holders thereof have exercised appraisal rights under Section 262 of the
DGCL shall not exceed 5% of the issued and outstanding Company Common Stock
immediately prior to the Effective Time.

     7.3 Conditions to Obligations of the Company. The obligation of the Company
to effect the Merger is also subject to the satisfaction, or waiver by the
Company, at or prior to the Effective Time, of the following conditions:

          (a) Representations and Warranties. (i) Each of the representations
and warranties (other than as set forth in Sections 4.2(a), 4.8(a) and 4.19) of
Parent set forth in this Agreement shall be true and correct on the date of this
Agreement, and as of the Closing Date, as


                                       57

if made at and as of such date (except to the extent expressly made as of an
earlier date, in which case as of such date), except where the failure of such
representations and warranties to be so true and correct (without giving effect
to any limitation as to "materiality" or "Material Adverse Effect" set forth
therein), individually or in the aggregate, does not have, and would not be
reasonably expected to have, a Material Adverse Effect on Parent, (ii) the
representations and warranties of Parent set forth in Sections 4.8(a) and 4.19
shall be true and correct on the date of this Agreement, and as of the Closing
Date, as if made at and as of such date (except to the extent expressly made as
of an earlier date, in which case as of such date), and (iii) the
representations and warranties of Parent set forth in Section 4.2(a) shall be
true and correct in all material respects on the date of this Agreement, and as
of the Closing Date, as if made at and as of such date (except to the extent
expressly made as of an earlier date, in which case as of such date), and the
Company shall have received a certificate signed on behalf of Parent by the
Chief Executive Officer or the Chief Financial Officer of Parent to the
foregoing effects.

          (b) Performance of Obligations of Parent. Parent shall have performed
in all material respects all obligations required to be performed by it under
this Agreement at or prior to the Closing Date, and the Company shall have
received a certificate signed on behalf of Parent by the Chief Executive Officer
or the Chief Financial Officer of Parent to such effect.

          (c) Company Tax Opinion. The Company shall have received an opinion of
Latham & Watkins LLP in form and substance reasonably satisfactory to the
Company, on the basis of certain facts, representations and assumptions set
forth in such opinion, dated as of the Closing Date, to the effect that (i) the
Merger will be treated for federal income tax purposes as a "reorganization"
under Section 368(a) of the Code, and (ii) that each of the Company, Parent and
Merger Sub will be a "party to the reorganization" within the meaning of Section
368(a) of the Code. In rendering such opinion, such advisor shall be entitled to
rely upon customary representations of officers of the Company, Parent and
Merger Sub described in Section 6.1(c). The condition set forth in this Section
7.3(c) shall not be waivable after receipt of the Company Stockholder Approval
unless further Company Stockholder Approval is obtained with appropriate
disclosure.

          (d) Parent Board. The Parent Board composition contemplated by Section
1.10 shall have been implemented effective as of the Effective Date.

                     ARTICLE VIII. TERMINATION AND AMENDMENT

     8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the matters presented in
connection with the Merger by the stockholders of Parent or the Company, by
action taken or authorized by the Board of Directors of the terminating party or
parties:

          (a) by mutual consent of Parent and the Company in a written
instrument, if the Board of Directors of each so determines;

          (b) by either the Parent Board or the Company Board if any
Governmental Entity of competent jurisdiction shall have issued a final and
nonappealable order permanently enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this


                                       58

Agreement, except that no party may terminate this Agreement pursuant to this
Section 8.1(b) if its breach of its obligations under this Agreement proximately
contributed to the occurrence of such order;

          (c) by either the Parent Board or the Company Board if the Parent
Stockholder Approval shall not have been obtained at a Parent Stockholders
Meeting or any adjournment or postponement thereof at which the vote was taken;

          (d) by either the Parent Board or the Company Board if the Company
Stockholder Approval shall not have been obtained at a Company Stockholders
Meeting or any adjournment or postponement thereof at which the vote was taken;

          (e) by either the Parent Board or the Company Board if the Merger
shall not have been consummated on or before June 30, 2006; provided, however,
that the right to terminate this Agreement under this Section 8.1(e) shall not
be available to any party whose failure to fulfill any obligation hereunder in
any material respect has been the primary cause of or primarily resulted in the
failure of the Closing to occur on or before June 30, 2006;

          (f) by the Parent Board if there shall have been a breach of any of
the covenants or agreements or any of the representations or warranties set
forth in this Agreement on the part of the Company, which breach, either
individually or in the aggregate, would result in, if occurring or continuing on
the Closing Date, the failure of the conditions set forth in Section 7.2(a) or
(b) and which is not cured within 45 days following written notice to the
Company or by its nature or timing cannot be cured within such time period;

          (g) by the Company Board if there shall have been a breach of any of
the covenants or agreements or any of the representations or warranties set
forth in this Agreement on the part of Parent, which breach, either individually
or in the aggregate, would result in, if occurring or continuing on the Closing
Date, the failure of the conditions set forth in Section 7.3(a) or (b) and which
is not cured within 45 days following written notice to Parent or by its nature
or timing cannot be cured within such time period;

          (h) by the Parent Board in the event of an Adverse Recommendation
Change by the Company Board related to an Acquisition Proposal with respect to
the Company;

          (i) by the Company Board in the event of an Adverse Recommendation
Change by the Parent Board related to an Acquisition Proposal with respect to
Parent;

          (j) by Parent, if prior to the Parent Stockholder Approval, Parent
receives a Superior Proposal and the Parent Board determines in good faith,
after consultation with outside legal counsel, to enter into an agreement to
effect the Superior Proposal; provided, that Parent may not terminate this
Agreement pursuant to this Section 8.1(j) unless (i) Parent has complied with
its obligations under Section 6.10 and (ii) three (3) business days have elapsed
following delivery to the Company of a written notice of such determination by
the Parent Board and during such three (3) business day period the Company has
not made a binding proposal to revise the terms of the Merger or this Agreement
(or made another binding offer) that the Parent Board has determined in its good
faith judgment to result in the Merger (or such other proposal or offer)


                                       59

being at least as favorable to Parent's stockholders as the Superior Proposal;
provided, further, that Parent fulfills its obligations pursuant to Section 9.3.

          (k) by the Company, if prior to the Company Stockholder Approval, the
Company receives a Superior Proposal and the Company Board determines in good
faith, after consultation with outside legal counsel, to enter into an agreement
to effect the Superior Proposal; provided, that the Company may not terminate
this Agreement pursuant to this Section 8.1(k) unless (i) the Company has
complied with its obligations under Section 6.10 and (ii) three (3) business
days have elapsed following delivery to Parent of a written notice of such
determination by the Company Board and during such three (3) business day period
Parent has not made a binding proposal to revise the terms of the Merger or this
Agreement (or made another binding offer) that the Company Board has determined
in its good faith judgment to result in the Merger (or such other proposal or
offer) being at least as favorable to the Company's stockholders as the Superior
Proposal; provided, further, that the Company fulfills its obligations pursuant
to Section 9.3.

     8.2 Effect of Termination. In the event of termination of this Agreement by
either the Company or Parent as provided in Section 8.1, this Agreement will
forthwith become void and have no effect, and none of the Company, Parent, any
of their respective Subsidiaries or any of the officers or directors of any of
them will have any liability of any nature whatsoever under this Agreement, or
in connection with the transactions contemplated by this Agreement, except that
(i) Sections 6.2(b), 8.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 9.10 and 9.11 will
survive any termination of this Agreement and (ii) notwithstanding anything to
the contrary contained in this Agreement, neither the Company nor Parent will be
relieved or released from any liabilities or damages arising out of its willful
breach of any provision of this Agreement.

     8.3 Amendment and Other Matters. Subject to Sections 7.2(c) and 7.3(c) and
compliance with applicable Law, this Agreement may be amended by Parent (on
behalf of itself and Merger Sub) and the Company, by action taken or authorized
by their respective Boards of Directors, at any time before or after approval of
the matters presented in connection with the Merger by the stockholders of the
Company or Parent; provided, however, that after any approval of the
transactions contemplated by this Agreement by the stockholders of the Company
and Parent, there may not be, without further approval of such stockholders, any
amendment of this Agreement that changes the amount or the form of the
consideration to be delivered under this Agreement to the holders of Company
Capital Stock, other than as contemplated by this Agreement, or which by
applicable Law otherwise expressly requires the further approval of such
stockholders. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties.

     8.4 Extension; Waiver. At any time prior to the Effective Time, Parent (on
behalf of itself and Merger Sub) and the Company, by action taken or authorized
by their respective Board of Directors, may, to the extent legally allowed, (a)
extend the time for the performance of any of the obligations or other acts of
the other party, (b) waive any inaccuracies in the representations and
warranties contained in this Agreement, and (c) waive compliance with any of the
agreements or conditions contained in this Agreement provided, however, that
after any approval of the transactions contemplated by this Agreement by the
stockholders of the Company and Parent, there may not be, without further
approval of such stockholders, any


                                       60

extension or waiver which by applicable Law otherwise expressly requires the
further approval of such stockholders. Any agreement on the part of a party to
any such extension or waiver will be valid only if set forth in a written
instrument signed on behalf of such party, but such extension or waiver or
failure to insist on strict compliance with an obligation, covenant, agreement
or condition will not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.

                         ARTICLE IX. GENERAL PROVISIONS

     9.1 Closing. On the terms and subject to conditions set forth in this
Agreement, the closing of the Merger (the "Closing") will take place at 10:00
a.m. on a date and at a place to be specified by the parties, which date will be
no later than five business days after the satisfaction or waiver (subject to
applicable Law) of the latest to occur of the conditions set forth in Article
VII (other than those conditions that by their nature are to be satisfied or
waived at the Closing), unless extended by mutual agreement of the Company and
Parent (the "Closing Date").

     9.2 Nonsurvival of Representations, Warranties and Agreements. None of the
representations, warranties, covenants and agreements set forth in this
Agreement or in any instrument delivered pursuant to this Agreement will survive
the Effective Time, except for those covenants and agreements contained in this
Agreement that by their terms apply or are to be performed in whole or in part
after the Effective Time.

     9.3 Fees and Expenses. (a) Except as provided in this Section 9.3, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated by this Agreement will be paid by the party incurring
such expense; provided, however, that the costs and expenses of printing and
mailing the Joint Proxy Statement, and all filing and other fees paid to the SEC
or under the HSR Act in connection with the Merger, will be borne equally by
Parent and the Company.

          (b) In the event that this Agreement is terminated:

               (i) (x) by the Company Board or the Parent Board pursuant to
     Section 8.1(e), or by the Parent Board pursuant to Section 8.1(f), and (y)
     a proposal for an Alternative Transaction with respect to the Company has
     been made to the Company or its stockholders or such a proposal or an
     intention to make such a proposal has been publicly announced or has
     otherwise become publicly known after the date of this Agreement and prior
     to such termination (whether or not conditional and whether or not
     withdrawn) and (z) within 12 months after such termination, the Company or
     any of its Subsidiaries enters into any definitive agreement providing for
     any Alternative Transaction or any Alternative Transaction is consummated;

               (ii) by the Parent Board pursuant to Section 8.1(h) and a
     proposal for an Alternative Transaction with respect to the Company has
     been made to the Company or its stockholders or such a proposal or an
     intention to make such a proposal has been publicly announced or has
     otherwise become publicly known after the date of this


                                       61

     Agreement and prior to such termination (whether or not conditional and
     whether or not withdrawn);

               (iii) by the Parent Board or the Company Board pursuant to
     Section 8.1(d) and the Company Board is not at the time of the Company
     Stockholders Meeting entitled to terminate this Agreement pursuant to
     Section 8.1(g) (without giving effect to the notice and cure provisions
     thereof); or

               (iv) by the Company Board pursuant to Section 8.1(k);

then, in the case of a termination pursuant to (1) Section 9.3(b)(i), the
Company shall pay to Parent an amount equal to $150,000,000 (the "Company
Termination Fee"), by wire transfer of same day funds to an account designated
by Parent, upon the earlier to occur of the consummation of such Alternative
Transaction and the execution of such agreement, as applicable, (2) Section
9.3(b)(ii) or Section 9.3(b)(iv), the Company shall pay to Parent an amount
equal to the Company Termination Fee, which payment shall be made within two
business days after such termination and (3) Section 9.3(b)(iii), the Company
shall pay to Parent an amount equal to (A) $45,000,000 within two business days
after such termination, by wire transfer of same day funds to an account
designated by Parent and (B) $105,000,000, by wire transfer of same day funds to
an account designated by Parent, if, within 12 months after such termination,
the Company enters into any definitive agreement providing for any Alternative
Transaction or any Alternative Transaction is consummated. For purposes of this
Section 9.3(b), references to 20% in the definition of "Alternative Transaction"
will be deemed to be references to 50%.

          (c) In the event that this Agreement is terminated:

               (i) (x) by the Parent Board or the Company Board pursuant to
     Section 8.1(e), or by the Company Board pursuant to Section 8.1(g), and (y)
     a proposal for an Alternative Transaction with respect to Parent has been
     made to Parent or its stockholders or such a proposal or an intention to
     make such a proposal has been publicly announced or has otherwise become
     publicly known after the date of this Agreement and prior to such
     termination (whether or not conditional and whether or not withdrawn) and
     (z) within 12 months after such termination, Parent enters into any
     definitive agreement providing for any Alternative Transaction or any
     Alternative Transaction is consummated; or

               (ii) by the Company Board pursuant to Section 8.1(i) and a
     proposal for an Alternative Transaction with respect to Parent has been
     made to Parent or its stockholders or such a proposal or an intention to
     make such a proposal has been publicly announced or has otherwise become
     publicly known after the date of this Agreement and prior to such
     termination (whether or not conditional and whether or not withdrawn);

               (iii) by the Parent Board or the Company Board pursuant to
     Section 8.1(c) and the Parent Board is not at the time of the Parent
     Stockholders Meeting entitled to terminate this Agreement pursuant to
     Section 8.1(f) (without giving effect to the notice and cure provisions
     thereof); or


                                       62

               (iv) by the Parent Board pursuant to Section 8.1(j);

then, in the case of a termination pursuant to (1) Section 9.3(c)(i), Parent
shall pay to the Company an amount equal to $90,000,000 (the "Parent Termination
Fee"), by wire transfer of same day funds to an account designated by the
Company, upon the earlier to occur of the consummation of such Alternative
Transaction and the execution of such agreement, as applicable, (2) Section
9.3(c)(ii) or Section 9.3(c)(iv), Parent shall pay to the Company an amount
equal to the Parent Termination Fee, which payment shall be made within two
business days after such termination and (3) Section 9.3(c)(iii), Parent shall
pay to the Company an amount equal to (A) $45,000,000 within two business days
after such termination, by wire transfer of same day funds to an account
designated by the Company and (B) $45,000,000, by wire transfer of same day
funds to an account designated by the Company, if, within 12 months after such
termination, Parent or any of its Subsidiaries enters into any definitive
agreement providing for any Alternative Transaction or any Alternative
Transaction is consummated. For purposes of this Section 9.3(c), references to
20% in the definition of "Alternative Transaction" will be deemed to be
references to 50%.

          (d) Each party acknowledges that the agreements contained in this
Section 9.3 are an integral part of the transactions contemplated by this
Agreement and that, without these agreements, the other party would not enter
into this Agreement. Accordingly, if a party fails promptly to pay the amounts
due pursuant to this Section 9.3 and, in order to obtain such payment, the other
party commences a suit that results in a judgment against the first party for
the amounts set forth in this Section 9.3, the first party will pay to the other
party interest on the amounts set forth in this Section 9.3 at a rate per annum
equal to the three-month LIBOR (as reported in The Wall Street Journal
(Northeast edition) or, if not reported therein, in another authoritative source
selected by the party entitled to such amounts) on the date such payment was
required to be made (or if no quotation for three-month LIBOR is available for
such date, on the next preceding date for which such a quotation is available)
plus 250 basis points, and including reasonable fees and related expenses of
collection.

     9.4 Notices. All notices and other communications in connection with this
Agreement will be in writing and will be deemed given (and will be deemed to
have been duly given upon receipt) if delivered personally, sent via facsimile
(with confirmation), mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the parties
at the following addresses (or at such other address for a party as will be
specified by like notice):

               (a)  if to the Company, to:

                    Dex Media, Inc.
                    198 Inverness Drive West
                    Englewood, CO 80112
                    Attention: Frank M. Eichler
                               Senior Vice President, General Counsel
                    Facsimile: (303) 784-1915


                                       63

                    with a copy to:

                    Latham & Watkins LLP
                    885 Third Avenue, Suite 1000
                    New York, NY 10022
                    Attention: R. Ronald Hopkinson
                    Facsimile: (212) 751-4864

               (b)  if to Parent or Merger Sub, to:

                    R.H. Donnelley Corporation
                    1001 Winstead Drive
                    Cary, NC 27531
                    Attention: Robert J. Bush
                               Vice President, General Counsel and
                               Corporate Secretary
                    Facsimile: (919) 279-1518

                    with a copy to:

                    Jones Day
                    222 East 41st Street
                    New York, NY 10017
                    Attention: John J. Hyland
                    Facsimile: (212) 755-7306

     9.5 Interpretation. When a reference is made in this Agreement to Articles,
Sections, Exhibits or Schedules, such reference will be to an Article or Section
of or Exhibit or Schedule to this Agreement unless otherwise indicated. Whenever
the words "include," "includes" or "including" are used in this Agreement, they
will be deemed to be followed by the words "without limitation." Unless the
context otherwise requires (i) "or" is disjunctive but not necessarily
exclusive, (ii) words in the singular include the plural and vice versa, (iii)
the use in this Agreement of a pronoun in reference to a party hereto includes
the masculine, feminine or neuter, as the context may require, and (iv) terms
used herein that are defined in GAAP have the meanings ascribed to them therein.
"Knowledge" of any Person, whether capitalized or not, means, with respect to
any specific matter, the actual knowledge of such Person's executive officers
and other officers having primary responsibility for such matter, and "business
day" means any day on which banks are not required or authorized to close in the
City of New York. No provision of this Agreement will be interpreted in favor
of, or against, any of the parties to this Agreement by reason of the extent to
which any such party or its counsel participated in the drafting thereof or by
reason of the extent to which any such provision is inconsistent with any prior
draft hereof, and no rule of strict construction will be applied against any
party hereto. The Company Disclosure Schedule and the Parent Disclosure
Schedule, as well as all other schedules and all exhibits hereto, will be deemed
part of this Agreement and included in any reference to this Agreement. This
Agreement will not be interpreted or construed to require any Person to take any
action, or fail to take any action, if to


                                       64

do so would violate any applicable Law. References to the "other party" or
"either party" will be deemed to refer to the Company and Merger Sub
collectively, on the one hand, and Parent, on the other hand.

     9.6 Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that each party need not
sign the same counterpart.

     9.7 Entire Agreement. This Agreement (including the documents and the
instruments referred to in this Agreement), together with the Confidentiality
Agreement, constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the parties with respect to
the subject matter of this Agreement, other than the Confidentiality Agreement.

     9.8 Governing Law. This Agreement will be governed and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and wholly performed within such state, without regard to any
applicable conflict of laws principles.

     9.9 Jurisdiction. Each of the parties hereto hereby agrees that any claim,
suit, action or other proceeding, directly or indirectly, arising out of, under
or relating to this Agreement will be heard and determined in the Chancery Court
of the State of Delaware (and each agrees that no such claim, action, suit or
other proceeding relating to this Agreement will be brought by it or any of its
affiliates except in such court), and the parties hereto hereby irrevocably and
unconditionally submit to the exclusive jurisdiction of any such court in any
such claim, suit, action or other proceeding and irrevocably and unconditionally
waive the defense of an inconvenient forum to the maintenance of any such claim,
suit, action or other proceeding. Each of the parties hereto further agrees
that, to the fullest extent permitted by applicable Law, service of any process,
summons, notice or document by U.S. registered mail to such Person's respective
address set forth in Section 9.4 will be effective service of process for any
claim, action, suit or other proceeding in Delaware with respect to any matters
to which it has submitted to jurisdiction as set forth above in the immediately
preceding sentence. The parties hereto hereby agree that a final judgment in any
such claim, suit, action or other proceeding will be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by applicable Law.

     9.10 Publicity. Neither the Company nor Parent will, and neither the
Company nor Parent will permit any of its Subsidiaries to, issue or cause the
publication of any press release or other public announcement with respect to,
or otherwise make any public statement concerning, the transactions contemplated
by this Agreement without the prior consent (which consent will not be
unreasonably withheld) of Parent, in the case of a proposed announcement or
statement by the Company, or the Company, in the case of a proposed announcement
or statement by Parent; provided, however, that either party may, without the
prior consent of the other party, (i) issue or cause the publication of any
press release or other public announcement to the extent it determines that so
doing is or may be required by Law or by the rules and regulations of the NYSE
and (ii) make public statements (but may not publish any press


                                       65

release) that are consistent with the parties' prior (but after the date of this
Agreement) public disclosures regarding the transactions contemplated by this
Agreement.

     9.11 Assignment; Third Party Beneficiaries. Neither this Agreement nor any
of the rights, interests or obligations under this Agreement will be assigned by
any of the parties (whether by operation of law or otherwise) without the prior
written consent of the other party. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
each of the parties and their respective successors and assigns. Except as
otherwise specifically provided in Section 6.7, this Agreement (including the
documents and instruments referred to in this Agreement) is not intended to and
does not confer upon any Person other than the parties hereto any rights or
remedies under this Agreement.

     9.12 Specific Performance. The parties acknowledge and agree that any
breach of the terms of this Agreement would give rise to irreparable harm for
which money damages would not be an adequate remedy, and, accordingly, the
parties agree that, in addition to any other remedies, each will be entitled to
enforce the terms of this Agreement by a decree of specific performance without
the necessity of proving the inadequacy of money damages as a remedy and without
the necessity of posting bond.

     9.13 Severability. If any term or other provision of this Agreement is
declared invalid, illegal or unenforceable, all other conditions and provisions
of this Agreement will nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
maximum extent possible.

     9.14 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING DIRECTLY INVOLVING ANY MATTERS (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED
WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

                  [Remainder of Page Intentionally Left Blank]


                                       66

     IN WITNESS WHEREOF, the Company, Parent and Merger Sub have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.

                                        DEX MEDIA, INC.


                                        By:    /s/ Frank M. Echler
                                               ---------------------------------
                                        Name:  Frank M. Echler
                                        Title: Senior Vice President and General
                                               Counsel



                                        R.H. DONNELLEY CORPORATION


                                        By:    /s/ Robert J. Bush
                                               ---------------------------------
                                        Name:  Robert J. Bush
                                        Title: Vice President, General Counsel
                                               and Corporate Secretary



                                        FORWARD ACQUISITION CORP.


                                        By:    /s/ Robert J. Bush
                                               ---------------------------------
                                        Name:  Robert J. Bush
                                        Title: Authorized Person


                [Signature Page to Agreement and Plan of Merger]

EX-10.1

                                                                    Exhibit 10.1

                         SPONSOR STOCKHOLDERS AGREEMENT

     This SPONSOR STOCKHOLDERS AGREEMENT (this "Agreement") is made as of
October 3, 2005, among R.H. Donnelley Corporation, a Delaware corporation
("Parent"), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited
partnership ("Welsh Carson IX"), WD GP Associates LLC ("WCAS Coinvest") and WD
Investors LLC ("WCAS Coinvest II") (each of Welsh Carson IX, WCAS Coinvest and
WCAS Coinvest II, a "Stockholder" and collectively, the "Stockholders") and any
other subsequent holder of Shares who agrees to be bound by the terms of this
Agreement in accordance with the terms hereof. Parent and the Stockholders are
sometimes referred to herein individually as a "Party" and collectively as the
"Parties." The meaning of certain capitalized terms used herein are set forth in
Section 7 hereto.

                                    RECITALS

     A. Dex Media, Inc., a Delaware corporation (the "Company"), Dex Holdings
LLC, a Delaware limited liability company ("Holdings"), the Stockholders and
certain other members of Holdings have entered into a Sponsor Stockholders
Agreement, dated as of July 27, 2004 (the "Current Stockholders Agreement"), to
provide for certain matters with respect to the Stockholders' and these other
members' holdings of shares of capital stock of the Company and the governance
of the Company. Holdings was dissolved on January 5, 2005.

     B. On the date hereof, the Company, Parent and a wholly owned subsidiary of
Parent ("Merger Sub") have entered into an Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement") pursuant to which the Company
will be merged with and into Merger Sub (the "Merger").

     C. The Parties wish to provide for certain matters relating to the
Stockholders' holdings of shares of capital stock of Parent received in the
Merger and the governance of Parent following the Effective Time (as defined in
the Merger Agreement).

     D. In connection with the Merger Agreement, it is contemplated that,
effective upon and following the Effective Time, the Current Stockholders
Agreement (and certain related agreements) will terminate and be of no further
force or effect.

     NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, hereby agree as follows:

                                    AGREEMENT

Section 1. Parent Board Representation and Voting.

     (a) From and after the Effective Time, at each annual or special meeting of
stockholders of Parent at which action is to be taken with respect to the
election of directors of Parent, each Stockholder, severally and not jointly,
agrees to vote or otherwise give such Stockholder's consent in respect of all
Shares (whether now or hereafter acquired) owned by such Stockholder, and Parent
will take all necessary and desirable actions within its control (including


                                       1

to support the nomination of, and the Nominating Committee of Parent will
recommend to the Board of Directors of Parent (the "Parent Board") the inclusion
in the slate of nominees recommended by the Parent Board to stockholders of
Parent for election as directors, such directors as set forth in subsection
1(a)(ii) below), in order to cause:

          (i) the authorized number of directors on the Parent Board to be
     established at no more than 13;

          (ii) the election to the Parent Board of such slate, so long as upon
     such election, the Parent Board consists of:

               (A) one director designated by one or more of the Stockholders as
          the Stockholders shall agree (the "Stockholder Designee") if at the
          relevant time the Stockholders Beneficially Own at least 5% of the
          then issued and outstanding shares of Parent's common stock, par
          value $1.00 per share (the "Parent Common Stock");

               (B) the Chief Executive Officer of Parent;

               (C) the Chairman of Parent; and

               (D) the remaining directors, (i) with a number equal to a
          majority of the entire Parent Board being individuals who would
          satisfy the independence requirements of the New York Stock Exchange
          and Rule 10A-3(b)(1) under the Exchange Act and (ii) none of whom are
          Affiliates of the Stockholders;

     all of such designees will hold office, subject to their earlier removal or
     resignation in accordance with clause (a)(iii) below and Section 1(d),
     respectively, and applicable law, until their respective successors have
     been duly elected and qualified;

          (iii) the removal from the Parent Board for cause of the Stockholder
     Designee upon the written request of such of the Stockholders as the
     Stockholders shall agree; and

          (iv) upon any vacancy in the Parent Board as a result of any (A)
     individual designated by the Stockholders pursuant to clause (ii)(A) above,
     ceasing to be a member of the Parent Board, whether by resignation or
     otherwise, the election to the Parent Board of an individual designated by
     one or more of the Stockholders as the Stockholders shall agree, or (B)
     other individual ceasing to be a member of the Parent Board, whether by
     resignation or otherwise, the election to the Parent Board of an individual
     (consistent with clause (ii) above) appointed by a majority of the
     remaining directors then in office.

     (b) Notwithstanding the provisions of this Section 1, the Stockholders will
not be entitled to designate any person to the Parent Board (or any committee
thereof), in the event that Parent receives a written opinion of its outside
counsel that a Stockholder Designee would not be qualified under any applicable
law, rule or regulation to serve as a director of Parent or if Parent objects to
a Stockholder Designee because such Stockholder Designee has been involved in
any of the events enumerated in Item 2(d) or (e) of Schedule 13D or Item 401(f)
of Regulation S-K or is subject to any order, decree or judgment of any court or
agency prohibiting service as a director of any public company or providing
investment or financial advisory services and, in


                                       2

any such event, the Stockholders will withdraw the designation of such proposed
Stockholder Designee and designate a replacement therefor (which replacement
Stockholder Designee will also be subject to the requirements of this Subsection
1(b)). Parent will use its best efforts to notify the Stockholders of any
objection to a Stockholder Designee sufficiently in advance of the date on which
proxy materials are mailed by Parent in connection with such election of
directors to enable the Stockholders to propose a replacement Stockholder
Designee in accordance with the terms of this Agreement.

     (c) Notwithstanding anything in this Agreement to the contrary, the Parent
Board and all of the committees of the Parent Board will operate in such a way
to permit Parent to comply with applicable law and maintain its listing on The
New York Stock Exchange. Without limiting the foregoing, at all times a majority
of the Parent Board and all Committee members will (i) satisfy the independence
requirements of the New York Stock Exchange and Rule 10A-3(b)(1) under the
Exchange Act and (ii) not be Affiliates of the Stockholders.

     (d) Notwithstanding anything to the contrary in this Section 1, immediately
upon the consummation of any Transfer following which the Stockholders
Beneficially Own, in the aggregate, less than 5% of the then issued and
outstanding shares of Parent Common Stock, the Stockholders agree to cause the
Stockholder Designee to tender to the Parent Board his or her resignation from
the Parent Board.

     (e) This Section 1 will become effective at the Effective Time and will
terminate and have no further force and effect if the Merger Agreement is
terminated.

Section 2. Limitations on Acquisitions and Transfers.

     (a) Except for the acquisition of shares of Parent Common Stock pursuant to
the Merger Agreement, and subject to Section 2(c), during the Standstill Period,
the Stockholders and their respective Affiliates will not, directly or
indirectly, acquire, agree to acquire or make a proposal to acquire legal or
Beneficial Ownership of any Share or any security of Parent convertible into or
exchangeable or exercisable for Shares if, as a result of such acquisition,
agreement or proposal, such Stockholder and/or its Affiliates would Beneficially
Own, in the aggregate, or have the right to acquire Shares representing more
than 15% of Parent's then issued and outstanding Shares.

     (b) Subject to Section 2(c), during the Standstill Period, each Stockholder
and its respective Affiliates will not, directly or indirectly:

          (i) seek, make or take any action to solicit or initiate any offer or
     proposal for, or any indication of interest in, a merger (other than the
     Merger), consolidation, tender or exchange offer, sale or purchase of
     assets or securities or other business combination (other than the sale of
     Parent Common Stock by such Stockholder or its Affiliates in accordance
     with the terms of this Agreement) or any dissolution, liquidation,
     restructuring, recapitalization or similar transaction in each case
     involving Parent or any of its subsidiaries or the acquisition of any
     voting Shares of Parent or any of its subsidiaries (each, an "Acquisition
     Transaction"), if, as a result of such Acquisition Transaction, such
     Stockholder and/or its Affiliates would Beneficially Own, in the


                                       3

     aggregate, or have the right to acquire Shares representing more than 15%
     of Parent's then issued and outstanding Shares;

          (ii) "solicit," or become a "participant" in any "solicitation" (other
     than a "solicitation" approved by the Parent Board) of, any "proxy" (as
     such terms are defined in Regulation 14A under the Exchange Act) from any
     holder of voting Shares in connection with any vote on any matter (whether
     or not relating to the election or removal of members of the Parent Board);

          (iii) form, join or in any way participate in a 13D Group with respect
     to any voting Shares (other than a 13D Group (A) composed of Parent and its
     subsidiaries, (B) composed of such Stockholder and its Affiliates, (C)
     formed as a result of this Agreement or (D) deemed to have been formed by
     the Company Sponsors (as defined in the Merger Agreement) as a result of
     the execution, delivery or performance of the Merger Agreement, the Company
     Sponsor Agreements (as defined in the Merger Agreement), this Agreement or
     the transactions contemplated hereby or thereby);

          (iv) grant any proxies with respect to any voting Shares to any Person
     (other than as recommended by the Parent Board), deposit any voting Shares
     in a voting trust (unless the trustee of such trust agrees to be bound by
     the terms of this Agreement) or enter into any other arrangement or
     agreement with respect to the voting thereof;

          (v) publicly request, propose or otherwise seek any amendment or
     waiver of the provisions of Section 2(a) or (b);

          (vi) publicly seek, alone or in concert with other Persons, additional
     representation on the Parent Board or publicly seek the removal of any
     member of the Parent Board that is not a Stockholder Designee or publicly
     seek a change in the composition or size of the Parent Board;

          (vii) seek in their capacity as stockholders of Parent to have any
     matter presented to stockholders for a vote at any annual or special
     meeting (other than matters presented with the approval of the Parent
     Board);

          (viii) publicly call or seek to have called any meeting of the holders
     of voting Shares for the purpose of voting on any of the foregoing; or

          (ix) make any proposal, statement or inquiry, disclose any intention,
     plan or arrangement to the public (whether written or oral) inconsistent
     with the foregoing;

provided, however, that neither this Section 2(b) nor Section 2(a) will (1)
prevent, restrict, encumber or in any way limit the exercise of the fiduciary
rights and obligations of the Stockholder Designee as a director of Parent or
prevent, restrict, encumber or in any way limit the ability of the Stockholder
Designee to vote on matters, influence officers, employees, agents, management
or the other directors of Parent, take any action or make any statement at any
meeting of the Parent Board or any committee thereof, or otherwise to act in his
or her capacity as a director of Parent, (2) prevent any Stockholder from
selling any securities of Parent held by it or voting such securities, (3) apply
to or restrict any discussions or other communications


                                       4

between or among directors, members, officers, employees or agents of any
Stockholder or any Affiliate thereof, (4) prohibit any Stockholder or any
Affiliate thereof from soliciting, offering, seeking to effect or negotiating
with any Person with respect to transfers of Shares otherwise permitted by this
Section 2 or (5) restrict any disclosure or statements required to be made by
the Stockholder Designee or the Stockholders under applicable law, rule or
regulation (including any NYSE regulation).

     (c) Notwithstanding Sections 2(a) and (b), during the Standstill Period,
the Stockholders or their respective Affiliates will be permitted to make
requests to the Parent Board to amend or waive any of the limitations set forth
in Section 2(a) or (b), which the members of the Parent Board (other than the
Stockholder Designee and any designee of the other Company Sponsor), acting by
majority, may accept or reject in their sole discretion; provided, however, that
(i) any such request will not be publicly disclosed by the Stockholders or any
of their respective Affiliates, unless such Stockholder or such Affiliate
reasonably believes that it is required by applicable law to make such
disclosure and (ii) any such request will be made in a manner that is not
reasonably likely to require the public disclosure of such request by Parent.

     (d) Notwithstanding any other provision hereof, in no event will a
Stockholder Transfer Shares to any Person or 13D Group in one or a series of
transactions if following such Transfer such Person or 13D Group would
Beneficially Own 5% or more of the then-outstanding number of any class of
Shares of Parent unless, prior to such Transfer, such Person or 13D Group
executes an agreement reasonably satisfactory to Parent pursuant to which such
Person or 13D Group agrees to be bound by the terms of Sections 2(a), (b), (c)
and (d) of this Agreement as if such Person or 13D Group were a "Stockholder"
hereunder; provided, however, that if the transferee Person or 13D Group
qualifies at the time of such Transfer under Rule 13d of the Exchange Act to
report its ownership on a Schedule 13G, the percentage in this Section 2(d) will
be 15%, rather than 5%.

     (e) Prior to any proposed Transfer of any Shares (other than a Transfer to
an Affiliate of a Stockholder or a Transfer made in connection with an offering
of securities pursuant to the exercise of a Stockholder's registration rights),
the holder thereof will give written notice to Parent of its intention to effect
such Transfer as soon as reasonably practicable. Each such notice will describe
the manner of the proposed Transfer and, if requested by Parent for a proposed
Transfer other than pursuant to Rule 144 or Rule 145(a), will be accompanied by
an opinion of counsel reasonably satisfactory to Parent to the effect that the
proposed Transfer of the Shares may be effected without registration under the
Securities Act of 1933, as amended (the "Securities Act"), whereupon the holder
of such Shares will be entitled to Transfer such Shares in accordance with the
terms of its notice.

     (f) Parent may place appropriate legends on the certificates representing
Shares held by the Stockholders setting forth any restrictions appropriate for
compliance with U.S. federal securities laws. Parent will promptly issue
replacement certificates to the Stockholders, upon request, in order to permit
the Stockholders to engage in sales, transfers and other dispositions that are
not restricted under U.S. federal securities laws.

Section 3. Registration Rights. This Section 3 will become effective at the
Effective Time and will terminate and be of no further force and effect if the
Merger Agreement is terminated.


                                       5

     (a) Demand Registrations.

          (i) Right to Demand Registration. From and after the three-month
     anniversary of the Effective Time until the second anniversary of the
     Effective Time (the "Demand Period"), the Stockholders will have the right
     at any time to make a written request of Parent for registration (any such
     request, a "Stockholder Demand") with the Securities and Exchange
     Commission (the "Commission"), under and in accordance with the provisions
     of the Securities Act, of all or part of the Registrable Shares owned by
     the Stockholders (each a "Demand Registration" and such Stockholders, the
     "Demanding Holders"); provided that (x) Parent need not effect a Demand
     Registration involving less than $100 million of gross proceeds and (y)
     Parent may defer the filing or effectiveness of a Registration Statement
     (as defined below) in respect of such Demand Registration for a single
     period not to exceed 90 days during any one-year period, if the Parent
     Board determines in the exercise of its reasonable judgment and in good
     faith that to effect such Demand Registration at such time would have a
     material and adverse effect on any proposal or plan by Parent to engage in
     any significant corporate transaction; provided that in such event the
     Stockholders making such Stockholder Demand will be entitled to withdraw
     such Stockholder Demand and, if such Stockholder Demand is withdrawn, such
     registration will not be counted as a Stockholder Demand for purposes of
     Section 3(a)(ii), and the Demand Period will be extended by the length of
     such deferral. Within ten days after receipt of the request for a Demand
     Registration, Parent will send written notice (the "Demand Notice") of such
     registration request and its intention to comply therewith to all holders
     of Registrable Shares and, subject to subsection (iii) below, Parent will
     include in such registration all the Registrable Shares with respect to
     which Parent has received written requests for inclusion therein within 20
     Business Days after the date such Demand Notice is given. All requests made
     pursuant to this subsection (i) will specify the aggregate number of
     Registrable Shares requested to be registered and will also specify the
     intended methods of disposition thereof. Upon receipt of a Stockholder
     Demand, Parent will take all necessary and desirable actions within its
     control to effect registration of the Registrable Shares to be registered
     in accordance with the intended method of distribution specified in writing
     by the Demanding Holders as soon as practicable and will maintain the
     effectiveness of such Registration Statement until the earlier of the date
     (as such date may be extended pursuant to the terms hereof, the
     "Registration Termination Date") (A) which is one hundred eighty (180) days
     following the effective date of such Registration Statement and (B) on
     which all of the Registrable Shares covered by such Registration Statement
     have been disposed of in accordance with the intended methods of
     disposition by the seller or sellers thereof as set forth in such
     Registration Statement (but in any event not before the expiration of any
     longer period required under the Securities Act), which methods shall
     include, without limitation, block trades. If available to Parent, Parent
     will effect such registration on Form S-3 or such other form of
     registration statement that counsel to Parent advises and, if requested by
     the Demanding Holders, such registration will be a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis of the Registrable Shares, pursuant to Rule 415
     promulgated under the Securities Act or any similar rule that may be
     adopted by the Commission (a "Registration Statement"), and Parent will
     take all necessary and desirable actions within its control to maintain the
     effectiveness of such Registration Statement until the Registration
     Termination Date; provided, however,


                                       6

     that Parent will not effect a registration on Form S-3 or an equivalent
     form if Parent or the managing underwriter or underwriters determine that
     using a different registration form is in the best interests of Parent
     and/or the Demanding Holders and other holders of Registrable Shares.

          (ii) Number of Demand Registrations. The Stockholders, as a group,
     will be entitled to up to, but no more than, two Stockholder Demands;
     provided, however, that a Stockholder Demand will not be deemed to have
     been made unless the Registration Statement filed in connection therewith
     is kept continuously effective by Parent until the Registration Termination
     Date unless the reason such Registration Statement does not remain
     effective until the Registration Termination Date is solely as a result of
     the failure of the relevant Stockholders to take all actions reasonably
     required in order to have the Registration Statement remain effective for
     such period. Parent will not be required to cause a registration pursuant
     to Section 3(a)(i) to be declared effective within a period of 180 days
     after the date of any other Parent registration statement was declared
     effective pursuant to a Demand Registration request or a filing for
     Parent's own behalf.

          (iii) Priority on Demand Registrations. If in any Demand Registration
     the managing underwriter or underwriters thereof (or in the case of a
     Demand Registration not being underwritten, the Demanding Holders after
     consultation with an investment banker of nationally recognized standing)
     advise Parent in writing that in its or their reasonable opinion the number
     of securities proposed to be sold in such Demand Registration exceeds the
     number that can be sold in such offering without having a material and
     adverse effect on the success of the offering, Parent will include in such
     registration only the number of securities that, in the reasonable opinion
     of such underwriter or underwriters (or the Demanding Holders, as the case
     may be) can be sold without having a material and adverse effect on the
     success of the offering, as follows: first, the securities which the
     Stockholders, including the Demanding Holders, and the C Holders (pro rata
     among all such Stockholders and the C Holders on the basis of the relative
     percentage of Registrable Shares requested to be registered by all
     Stockholders and C Holders who have requested that securities owned by them
     be so included), propose to sell, and second, securities of any other
     holders of Parent's securities eligible to participate in such offering,
     pro rata among all such Persons on the basis of the relative percentage of
     such securities held by each of them. In the event that the managing
     underwriter or Demanding Holders determine that additional Registrable
     Shares may be sold in any Demand Registration without having a material and
     adverse effect on the success of the offering, Parent may include
     comparable securities to be issued and sold by Parent or comparable
     securities held by Persons other than the Parties.

          (iv) Selection of Underwriters. If a Demand Registration is to be an
     underwritten offering, the Stockholders will, after consultation with
     Parent, select a managing underwriter or underwriters of recognized
     national standing to administer the offering.

     (b) Piggyback Registrations. If Parent at any time proposes to register
under the Securities Act any Shares or any security convertible into or
exchangeable or exercisable for Shares (other than (i) any securities to be
registered on Form S-8 and (ii) any securities to be


                                       7

registered in connection with the Merger), whether or not for sale for its own
account and other than pursuant to a Demand Registration, on a form and in a
manner which would permit registration of the Registrable Shares held by the
Stockholders for sale to the public under the Securities Act, Parent will give
written notice of the proposed registration to the Stockholders not later than
30 days prior to the filing thereof. Each Stockholder will have the right to
request that all or any part of its Registrable Shares be included in such
registration. Each Stockholder can make such a request by giving written notice
to Parent within ten Business Days after the giving of such notice by Parent;
provided, however, that if the registration is an underwritten registration and
the managing underwriters of such offering determine that the aggregate amount
of securities of Parent which Parent and all Stockholders propose to include in
such Registration Statement exceeds the maximum amount of securities that may be
sold without having an adverse effect on the success of the offering, including
the selling price and other terms of such offering, Parent will include in such
registration, first, the securities which Parent proposes to sell, second, the
Registrable Shares of the Stockholders and any C Holders requesting
registration, pro rata among all such Stockholders and C Holders on the basis of
the relative percentage of Registrable Shares requested to be registered by all
Stockholders and C Holders who have requested that securities owned by them be
so included (it being further agreed and understood, however, that such
underwriters will have the right to eliminate entirely the participation of the
Stockholders and the C Holders), and third, the comparable securities of any
additional holders of Parent's securities, pro rata among all such holders on
the basis of the relative percentage of such securities held by each of them.
Registrable Shares proposed to be registered and sold pursuant to an
underwritten offering for the account of any Stockholder pursuant to this
Section 3(b) will be sold to the prospective underwriters selected or approved
by Parent, after consultation with the Stockholders, and on the terms and
subject to the conditions of one or more underwriting agreements negotiated
between Parent and the prospective underwriters. Any Stockholder who holds
Registrable Shares being registered in any offering will have the right to
receive a copy of the form of underwriting agreement and will have an
opportunity to hold discussions with the lead underwriter of the terms of such
underwriting agreement. Parent may withdraw any Registration Statement at any
time before it becomes effective, or postpone or terminate the offering of
securities, without obligation or liability to any Stockholder.

     (c) Holdback Agreements. Notwithstanding any other provision of this
Section 3, each Stockholder agrees that (if and to the extent the managing
underwriter(s) in an underwritten offering determine that such action is
necessary with respect to such offering and provided that such condition is also
applicable to the C Holders, if any, requesting registration of Registrable
Shares in such offering) it will not (and it will be a condition to the rights
of each Stockholder under this Section 3 that such Stockholder does not) offer
for Public Sale any Shares during the 90-day period after the effective date of
any Registration Statement filed by Parent in connection with an underwritten
public offering (except as part of such underwritten registration or as
otherwise permitted by such underwriters); provided, however, no Stockholder
will object to shortening such period if the underwriter agrees that shortening
such period would not materially and adversely effect the success of the
offering.

     (d) Expenses. Except as otherwise provided herein, all expenses,
disbursements and fees incurred by Parent and the Stockholders in connection
with any registration under this Section 3 (including, without limitation, the
reasonable expenses, disbursements and fees of one


                                       8

counsel retained in connection with the Stockholders' first Demand Registration,
in an aggregate amount of up to $50,000) will be borne by Parent, except that
the following expenses will be borne by the Stockholders: (i) the expenses,
disbursements and fees of counsel to the Stockholders to the extent the
Stockholders retain counsel (other than as provided above with respect to the
Stockholders' first Demand Registration); (ii) discounts, commissions, fees or
similar compensation owing to underwriters, selling brokers, dealer managers or
other industry professionals, to the extent relating to the distribution or sale
of the Stockholders' securities; and (iii) transfer taxes with respect to the
securities sold by the Stockholders; provided, however, that the Stockholders
will reimburse Parent for any fees, costs and expenses paid by Parent in
connection with any Stockholder Demand (i) which is subsequently withdrawn by
the Stockholders after Parent has filed a Registration Statement with the
Commission in connection therewith or (ii) which is not declared effective
solely as a result of the failure of the Stockholders to take all actions
reasonably required in order to have the registration and the related
Registration Statement declared effective by the Commission. In any such event,
such demand registration will be counted as a Stockholder Demand for purposes of
Section 3(a)(ii).

     (e) Registration Procedures. In connection with any registration of
Registrable Shares under the Securities Act pursuant to this Agreement, Parent
will consult with each Stockholder whose equity interest is to be included in
any such registration concerning the form of underwriting agreement, will
provide to such Stockholders the form of underwriting agreement prior to
Parent's execution thereof and will provide to such Stockholders and their
representatives such other documents (including comments by the Commission on
the Registration Statement) as such Stockholders reasonably request in
connection with its participation in such registration. Parent will furnish such
Stockholders and each underwriter, if any, with a copy of the Registration
Statement and all amendments thereto and will supply such Stockholders and each
underwriter, if any, with copies of any prospectus (a "Prospectus") included
therein (including a preliminary Prospectus and all amendments and supplements
thereto), in such quantities as may be reasonably necessary for the purposes of
the proposed sale or distribution covered by such registration. Parent will not,
however, be required to maintain the Registration Statement effective or to
supply copies of a Prospectus for a period beyond the Registration Termination
Date and, following such date, Parent may deregister any securities covered by
such Registration Statement and not then sold or distributed. Whenever required
to effect the registration of any Registrable Shares under this Agreement,
Parent will, as promptly as possible:

          (i) prepare and file with the Commission a Registration Statement on
     any form on which Parent then qualifies, which counsel for Parent deems
     appropriate and pursuant to which an offering of such Registrable Shares
     may be made in accordance with the intended method of distribution thereof,
     and use its commercially reasonable efforts to cause any Registration
     Statement required hereunder to become effective as soon as practicable
     after the initial filing thereof and keep such Registration Statement
     effective until the Registration Termination Date;

          (ii) provide such Stockholders, any underwriter participating in any
     disposition pursuant to such Registration Statement and any attorney,
     accountant or other agent retained by such Stockholders, a reasonable
     opportunity to review and comment on such Registration Statement and each
     Prospectus included therein or filed with the


                                       9

     Commission and each amendment or supplement thereto other than any
     amendments or supplements resulting from the incorporation by reference in
     such Registration Statement or Prospectus to Parent's periodic and current
     reports filed with the Commission under the Exchange Act;

          (iii) upon filing a Registration Statement or any Prospectus related
     thereto or any amendments or supplements thereto, furnish to such
     Stockholders and the underwriters, if any, copies of all such documents;

          (iv) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep such Registration Statement effective until the Registration
     Termination Date; cause the related Prospectus to be supplemented by any
     required Prospectus supplement, and as so supplemented, to be filed
     pursuant to Rule 424 under the Securities Act; and comply with the
     provisions of the Securities Act and the Exchange Act with respect to the
     disposition of all securities covered by such Registration Statement during
     the applicable period in accordance with the intended methods of
     disposition by the sellers thereof set forth in such Registration Statement
     or supplement to such Prospectus;

          (v) promptly notify such Stockholders and any managing underwriters in
     writing, (A) when a Registration Statement or post-effective amendment to a
     Registration Statement or the related Prospectus or Prospectus supplement
     has been filed, and, with respect to a Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     request by the Commission or any state securities commission for amendments
     or supplements to a Registration Statement or related Prospectus or for
     additional information, (C) of the issuance by the Commission or any state
     securities commission of any stop order suspending the effectiveness of a
     Registration Statement or the initiation of any proceedings for that
     purpose, (D) of the receipt by Parent of any notification with respect to
     the suspension of the qualification of any of the Registrable Shares for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose, and (E) upon discovery that, or upon the happening of any
     event as a result of which, any Registration Statement or Prospectus (or
     any amendment or supplement thereto or document incorporated by reference
     therein) contains an untrue statement of a material fact or omits to state
     a material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

          (vi) use its commercially reasonable efforts to prevent the issuance
     of any stop order by the Commission suspending the effectiveness of a
     Registration Statement to the extent the Company had knowledge of the
     threat of such stop order prior to its issuance, and in the event of such
     issuance, to use its reasonable best efforts to obtain the withdrawal of
     such stop order;

          (vii) except as prohibited under applicable law, if requested by the
     managing underwriters or such Stockholders, promptly consider for inclusion
     in a Prospectus supplement or post-effective amendment such information as
     the managing underwriters or the Stockholders holding a majority of the
     Registrable Shares being sold by such


                                       10

     Stockholders agree should be included therein relating to the sale of such
     Registrable Shares, including information with respect to the amount of
     Registrable Shares being sold to such underwriters, the purchase price
     being paid therefor by such underwriters and with respect to any other
     terms of the underwritten (or best efforts underwritten) offering of the
     Registrable Shares to be sold in such offering; and make all required
     filings of such Prospectus supplement or post-effective amendment as soon
     as reasonably practicable after being notified of the matters to be
     incorporated in such Prospectus supplement or post-effective amendment;

          (viii) furnish to such Stockholders and each managing underwriter at
     least one signed copy of the Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules, all
     documents incorporated therein by reference and all exhibits (including
     those incorporated by reference);

          (ix) deliver to such Stockholders and the underwriters, if any, as
     many copies of the Prospectus (including each preliminary Prospectus) and
     any amendment or supplement thereto as such Persons or entities may
     reasonably request;

          (x) prior to any Public Sale of Registrable Shares, register or
     qualify or cause to be registered or qualified such Registrable Shares for
     offer and sale under the securities or blue sky laws of such jurisdictions
     within the United States as such Stockholders or any underwriter reasonably
     requests in writing and do any and all other acts or things reasonably
     necessary or advisable to enable the disposition in such jurisdictions of
     the Registrable Shares covered by the applicable Registration Statement;
     provided, however, that Parent will not be required to qualify generally to
     do business in any jurisdiction where it is not then so qualified or to
     take any action which would subject it to general service of process or
     taxation in any such jurisdiction where it is not then so subject;

          (xi) cooperate with such Stockholders and the managing underwriters,
     if any, to facilitate the timely preparation and delivery of certificates
     representing Registrable Shares to be sold pursuant to such Registration
     Statement and not bearing any restrictive legends, and enable such
     Registrable Shares to be in such denominations and registered in such names
     as the managing underwriters may request at least two Business Days prior
     to any sale of Registrable Shares to the underwriters;

          (xii) if any discovery or event described in clause (v)(E) above
     occurs, notify such Stockholders of such discovery or event and prepare a
     supplement or post-effective amendment to the applicable Registration
     Statement or the related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Shares being sold
     thereunder, such Prospectus will not contain an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading; provided, however, that in the event of the
     foregoing, the Registration Termination Date will be extended by the number
     of days during the period from and including the date of such notice from
     Parent to the Stockholders until and including the date of delivery of such
     supplement or amendment to such Registration Statement or related
     Prospectus;


                                       11

          (xiii) cause all Registrable Shares covered by the Registration
     Statement to be listed on The New York Stock Exchange or each other
     securities exchange on which similar securities issued by Parent are then
     listed;

          (xiv) provide and cause to be maintained a transfer agent and
     registrar for all such Registrable Shares covered by the Registration
     Statement not later than the effective date of the Registration Statement;

          (xv) use its reasonable best efforts to obtain an opinion from
     Parent's counsel and a "cold comfort" letter from Parent's independent
     public accountants in customary form and covering such matters as are
     customarily covered by such opinions and "cold comfort" letters delivered
     to underwriters in underwritten public offerings and reasonably
     satisfactory to the Stockholders holding a majority of the Registrable
     Shares being sold by such Stockholders;

          (xvi) deliver promptly to each Stockholder participating in the
     offering and each underwriter, if any, copies of all correspondence between
     the Commission and Parent, its counsel or auditors and all memoranda
     relating to discussions with the Commission or its staff with respect to
     the Registration Statement, other than those portions of any such
     correspondence and memoranda which contain information subject to
     attorney-client privilege with respect to Parent, and, upon receipt of such
     confidentiality agreements as Parent may reasonably request, make
     reasonably available for inspection by any Stockholder selling such
     Registrable Shares covered by such Registration Statement, by any
     underwriter, if any, participating in any disposition to be effected
     pursuant to such Registration Statement and by any attorney, accountant or
     other agent retained by any such Stockholder or any such underwriter, all
     pertinent financial and other records, pertinent corporate documents and
     properties of Parent, and cause all of Parent's officers, directors and
     employees to supply all information reasonably requested by any such
     seller, underwriter, attorney, accountant or agent in connection with such
     Registration Statement;

          (xvii) provide a CUSIP number for all Registrable Shares included in
     such Registration Statement, not later than the effective date of the
     applicable Registration Statement;

          (xviii) enter into such agreements (including an underwriting
     agreement in form reasonably satisfactory to Parent) and take all such
     other reasonable actions in connection therewith in order to expedite or
     facilitate the disposition of such Registrable Shares;

          (xix) make available for inspection by a representative of such
     Stockholders, any underwriter participating in any disposition pursuant to
     a Registration Statement, and any attorney or accountant retained by such
     Stockholders or such underwriter, all financial and other records, any
     pertinent corporate documents and properties of Parent reasonably requested
     by such representative, underwriter, attorney or accountant in connection
     with such Registration Statement; provided, however, that any records,
     information or documents that are designated by Parent in writing as
     confidential will be


                                       12

     kept confidential by such Persons or entities unless disclosure of such
     records, information or documents is required by court or administrative
     order;

          (xx) otherwise comply in all material respects with all applicable
     rules and regulations of the Commission and relevant state securities
     commissions, and make generally available to such Stockholders, earning
     statements satisfying the provisions of Section 12(a) of the Securities Act
     no later than 45 days after the end of any 12-month period (or 120 days, if
     such period is a fiscal year) commencing at the end of any fiscal quarter
     in which Registrable Shares of such Stockholders are sold to underwriters
     in an underwritten offering, or, if not sold to underwriters in such an
     offering, beginning with the first month of Parent's first fiscal quarter
     commencing after the effective date of a Registration Statement, which
     statements will cover said 12-month periods;

          (xxi) cause senior management to participate in "roadshow"
     presentations and other customary marketing efforts at reasonable times
     upon reasonable notice and in a manner that will not adversely affect
     Parent's business;

          (xxii) cooperate with such Stockholders, each underwriter
     participating in the disposition of such Registrable Shares and such
     underwriters' counsel in connection with any filings required to be made
     with the NASD;

          (xxiii) upon the request of the Stockholders holding a majority of the
     Registrable Shares being sold by such Stockholders, to request from the
     Commission acceleration of the effectiveness of such Registration
     Statement; and

          (xxiv) take all such other commercially reasonable actions as are
     necessary or advisable and/or reasonably requested by such Stockholders in
     order to expedite or facilitate the disposition of such Registrable Shares.

     (f) Each Stockholder hereby agrees that, upon receipt of any notice from
Parent of the happening of any event of the type described in Section
3(e)(v)(E), such Stockholder will forthwith discontinue disposition of such
Registrable Shares covered by such Registration Statement or related Prospectus
until such Stockholder's receipt of the copies of the supplemental or amended
Prospectus contemplated by Section 3(e)(xii), and, if so directed by Parent,
such Stockholder will deliver to Parent (at Parent's expense) all copies, other
than permanent file copies then in such Stockholder's possession, of the
Prospectus covering such Registrable Shares at the time of receipt of such
notice.

Section 4. Indemnification.

     (a) Indemnification by Parent. In the event of any registration of any
securities of Parent under the Securities Act pursuant to Section 3, Parent
will, and it hereby does, indemnify and hold harmless, to the extent permitted
by law, each of the Stockholders that holds any Registrable Shares covered by
such Registration Statement, each Affiliate of such Stockholder and such
Stockholder's directors, officers, employees and agents or general and limited
partners, each other Person who participates as an underwriter in the offering
or sale of such securities and each other Person, if any, who controls such
Stockholder or any such underwriter within the meaning of the Securities Act
(collectively, the "Stockholder Indemnified Parties"), against any


                                       13

and all losses, claims, damages, or liabilities, joint or several, and expenses
(including reasonable attorneys' fees and expenses and any amounts paid in any
settlement effected with Parent's consent) to which any Stockholder Indemnified
Party may become subject under the Securities Act, state securities or blue sky
laws, common law or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions or proceedings in respect thereof, whether or not such
Stockholder Indemnified Party is a party thereto) or expenses arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
securities were registered under the Securities Act, any preliminary, final or
summary Prospectus contained therein, or any amendment or supplement thereto,
(ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (iii) any
violation by Parent of any federal, state or common law rule or regulation
applicable to Parent and relating to action required of or inaction by Parent in
connection with any such registration; provided, that Parent will not be liable
to any Stockholder Indemnified Party in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement or
amendment or supplement thereto or in any such preliminary, final or summary
Prospectus in reliance upon and in conformity with written information with
respect to such Stockholder or any underwriter who participates in the offering
or sale of Registrable Shares covered by a Registration Statement furnished by
such Stockholder or such underwriter to Parent. Such indemnity will remain in
full force and effect regardless of any investigation made by or on behalf of
such Stockholder or any Stockholder Indemnified Party and will survive the
transfer of such securities by such Stockholder.

     (b) Indemnification by the Stockholders and Underwriters. Parent may
require, as a condition to including any Registrable Shares in any Registration
Statement filed in accordance with Section 3, that Parent has received an
undertaking reasonably satisfactory to it from the Stockholders that own such
Registrable Shares or any underwriter to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 4(a)) Parent, each
Affiliate of Parent, each of Parent's directors, officers, employees and agents
and each other Person who controls Parent within the meaning of the Securities
Act with respect to any statement or alleged statement in or omission or alleged
omission from such Registration Statement, any preliminary, final or summary
Prospectus contained therein, or any amendment or supplement, if such statement
or alleged statement or omission or alleged omission was made in reliance upon
and in conformity with written information with respect to the Stockholders
holding any of the Registrable Shares being registered or such underwriter that
is furnished in writing to Parent by such Stockholders or such underwriter, or a
document incorporated by reference into any of the foregoing; provided, that no
such Stockholder will be liable for any indemnity claims in excess of the amount
of net proceeds received by such Stockholder from the sale of Registrable
Shares. Such indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of Parent or any of the Stockholders, or any
of their respective Affiliates, directors, officers or controlling Persons, and
will survive the transfer of such securities by such Stockholder.

     (c) Notices of Claims, Etc. Promptly after receipt by a Stockholder
Indemnified Party or Parent of written notice of the commencement of any action
or proceeding with respect


                                       14

to which a claim for indemnification may be made pursuant to Section 4 (a) or
(b), as applicable (an "Indemnified Party"), such Indemnified Party will, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the latter of the commencement of such action; provided, that
the failure of the Indemnified Party to give notice as provided herein will not
relieve the indemnifying party of its obligations under this Section 4, except
to the extent that the indemnifying party is actually prejudiced by such failure
to give notice. In case any such action is brought against an Indemnified Party,
the indemnifying party will be entitled to participate in and to assume the
defense thereof, with counsel satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election to
assume the defense thereof, the indemnifying party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof; provided that the Indemnified
Party will have the right to employ counsel to represent the Indemnified Party
and its respective controlling persons, directors, officers, general or limited
partners, employees or agents who may be subject to liability arising out of any
claim in respect of which indemnity may be sought by the Indemnified Party
against such indemnifying party under this Section 4 if (i) the employment of
such counsel has been authorized in writing by such indemnifying party in
connection with the defense of such action, (ii) the indemnifying party has not
promptly employed counsel reasonably satisfactory to the Indemnified Party to
assume the defense of such action or (iii) any Indemnified Party has reasonably
concluded that there may be defenses available to such Indemnified Party or its
respective controlling persons, directors, officers, employees or agents which
are in conflict with or in addition to those available to the indemnifying
party, and in that event the reasonable fees and expenses of one firm of
separate counsel for the Indemnified Party will be paid by the indemnifying
party. No indemnifying party will consent to entry of any judgment or enter into
any settlement in connection with any claim or litigation which does not include
as a term thereof the giving by the claimant or plaintiff to such Indemnified
Party of an unconditional release from all liability in respect to such claim or
litigation.

     (d) If the indemnification provided for in this Section 4 shall for any
reason be unavailable to any Indemnified Party under Section 4(a) or Section
4(b) or is insufficient to hold it harmless in respect of any loss, claim,
damage, expense or liability, or any action in respect thereof referred to
therein, then each indemnifying party will contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, claim, damage,
expense or liability, or action in respect thereof, (i) in such proportion as
may be appropriate to reflect the relative benefits received by the Indemnified
Party and indemnifying party or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Indemnified Party and indemnifying party with
respect to the statements or omissions which resulted in such loss, claim,
damage, expense or liability, or action in respect thereof, as well as any other
relevant equitable considerations. Notwithstanding any other provision of this
Section 4(d), no Stockholder will be required to contribute an amount greater
than the dollar amount of the proceeds received by such Stockholder with respect
to the sale of any Registrable Shares. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


                                       15

     (e) Non-Exclusivity. The obligations of the parties under this Section 4
will be in addition to any liability which any party may otherwise have to any
other party.

     Section 5. Information Requirements. Parent covenants that it will (i) file
the reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder, and the
rules and regulations of the NYSE and any other securities markets or exchanges
on which the Shares are listed or quoted, within the time periods prescribed
thereby and (ii) take such further action as any Stockholder may reasonably
request, in each case to the extent required from time to time to enable such
Stockholder to sell Registrable Shares without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A
promulgated under the Securities Act (as such rules may be amended from time to
time) or any similar rule or regulation adopted by the Commission after the date
hereof, including making available adequate current public information within
the meaning of Rule 144(c)(2) and delivering the information required by Rule
144A(d). Upon the request of any Stockholder, Parent will deliver to such
Stockholder a written statement as to whether it has complied with such
requirements.

     Section 6. Termination of Agreement. This Agreement will terminate upon the
mutual agreement of the Parties or the termination of the Merger Agreement. In
addition, this Agreement will terminate on the date on which the Stockholders no
longer Beneficially Own, in the aggregate, at least 5% of the issued and
outstanding shares of the Parent Common Stock.

     Section 7. Definitions, Etc.

     (a) In addition to terms defined elsewhere herein, as used in this
Agreement, the following terms have the following meanings:

     "13D Group" means any group of Persons formed for the purpose of acquiring,
holding, voting or disposing of voting Shares that would be required under
Section 13(d) of the Exchange Act, and the rules and regulations thereunder (as
in effect on, and based on legal interpretations thereof existing on, the date
hereof), to file a statement on Schedule 13D with the Commission as a "person"
within the meaning of Section 13(d)(3) of the Exchange Act if such group
Beneficially Owned voting Shares representing more than 5% of any class of
voting Shares then outstanding.

     "Affiliate" means with respect to a specified Person, any Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with the specified Person. As used in
this definition, the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise. For purposes of this Agreement, (i) none of the following
will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any
portfolio company of the Stockholders or their Affiliates, (C) any limited
partner of the Stockholders or their Affiliates or (D) any investment fund that
does not share the same general partner as such Stockholder, (ii) no Company
Sponsor will be deemed to be an Affiliate of the other Company Sponsor and (iii)
A.S.F. Co-Investment Partners, L.P. will not be deemed to be an Affiliate of any
Stockholder.


                                       16

     "Beneficially Own" or "Beneficial Ownership" with respect to any securities
means having "beneficial ownership" of such securities as determined pursuant to
Rule 13d-3 under the Exchange Act. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a Person include
securities Beneficially Owned by all other Persons with whom such Person would
constitute a "group" within the meaning of Section 13(d) of the Exchange Act
with respect to the securities of the same issuer. Notwithstanding anything in
this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company
Sponsors, are intended to be a "group" for purposes of Rule 13d-5 of the
Exchange Act and nothing in this Agreement will be interpreted in a manner that
requires that they be deemed to be a "group" thereunder.

     "Business Day" means any day that is not a Saturday, a Sunday or other day
on which banks are required or authorized by law to be closed in New York, New
York.

     "C Holders" means, collectively, Carlyle Partners III, L.P., a Delaware
limited liability partnership, CP III Coinvestment, L.P., a Delaware limited
partnership, Carlyle High Yield Partners, L.P., a Delaware limited partnership,
Carlyle-Dex Partners L.P., a Delaware limited partnership, and Carlyle-Dex
Partners II, L.P., a Delaware limited partnership.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "G Holders Registration Rights Agreement" means the Registration Rights
Agreement, dated November 25, 2002, among Parent and the other parties thereto.

     "Person" includes any individual, corporation, association, partnership
(general or limited), joint venture, trust, estate, limited liability company or
other legal entity or organization.

     "Public Sale" means a Transfer pursuant to a bona fide underwritten public
offering pursuant to an effective registration statement filed under the
Securities Act or pursuant to Rule 144 under the Securities Act (other than in a
privately negotiated sale).

     "Registrable Shares" means the Shares; provided, that Shares shall cease to
be "Registrable Shares" when such Shares are sold (i) by a Stockholder in a
transaction in which its rights under this Agreement are not assigned, (ii)
pursuant to an effective registration statement under the Securities Act, or
(iii) in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act (including transactions under Rule 144, or a
successor thereto, promulgated under the Securities Act) so that all restrictive
legends with respect thereto, if any, are removed upon the consummation of such
sale; and, provided further, that, with respect to any Transfer by a Stockholder
of Registrable Shares in accordance with this Agreement, such transferee's
Registrable Shares shall be limited to the Registrable Shares received from such
Stockholder hereunder.

     "Shares" means (i) shares of voting stock of Parent or (ii) any other
security of Parent or any successor thereto which is convertible into, or
exercisable or exchangeable for, shares of voting stock of Parent.


                                       17

     "Standstill Period" means the period from the date hereof through the date
on which Parent issues its first quarterly earnings release after the later to
occur of (i) the Stockholders ceasing to own, in the aggregate, more than 5% of
the then-outstanding shares of Parent Common Stock and (ii) the Stockholder
Designee, if any, having resigned from the Parent Board pursuant to Section 1(d)
hereof.

     "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
other disposition or exchange, and "Transferring" or "Transferred" have
correlative meanings.

     (b) When a reference is made in this Agreement to Articles, Sections or
Exhibits, such reference will be to an Article or Section of or Exhibit to this
Agreement unless otherwise indicated. Whenever the words "include," "includes"
or "including" are used in this Agreement, they will be deemed to be followed by
the words "without limitation." Unless the context otherwise requires (i) "or"
is disjunctive but not necessarily exclusive, (ii) words in the singular include
the plural and vice versa, and (iii) the use in this Agreement of a pronoun in
reference to a party hereto includes the masculine, feminine or neuter, as the
context may require. No provision of this Agreement will be interpreted in favor
of, or against, any of the Parties to this Agreement by reason of the extent to
which any such Party or its counsel participated in the drafting thereof or by
reason of the extent to which any such provision is inconsistent with any prior
draft hereof, and no rule of strict construction will be applied against any
party hereto. This Agreement will not be interpreted or construed to require any
Person to take any action, or fail to take any action, if to do so would violate
any applicable Law.

     (c) References to agreements and other documents will be deemed to include
all subsequent amendments and other modifications thereto.

     (d) References to statutes will include all regulations promulgated
thereunder and references to statutes or regulations will be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation.

Section 8. Miscellaneous

     (a) Access to Information. Parent shall permit, and shall cause its direct
and indirect subsidiaries to permit, any representatives designated by any
Stockholder (a "VCOC Stockholder") (x) that is required to be a "venture capital
operating company" pursuant to the terms of its Partnership Agreement or (y) the
assets of which would be considered "plan assets" unless it is considered to be
a venture capital operating company, in each case within the meaning of the
Department of Labor "plan asset" regulation, 29 C.F.R. Section 2510.3-101 (the
"Plan Asset Regulation"), upon reasonable notice, during normal business hours
and in a manner that does not unreasonably interfere with the management and
operation of Parent and/or such subsidiaries to: (i) examine the corporate and
financial records of Parent and such subsidiaries and make copies or extracts of
such records and (ii) discuss the affairs, finances and accounts of any such
entities with the officers and independent accountants of Parent and such
subsidiaries. In addition, Parent shall permit, and shall cause its direct and
indirect subsidiaries to permit, any one representative designated by any VCOC
Stockholder to attend meetings of the Parent Board (to the extent that such VCOC
Stockholder has not designated the Stockholder Designee pursuant to Section
1(a)(ii)(A)) or the board of directors of any such subsidiary as a non-voting
observer (with such rights and privileges as are reasonably necessary or
appropriate such that the right of the VCOC Stockholder to appoint such board
observer shall, collectively with the other rights described in this Section
8(a), constitute "management rights" within the meaning of the Plan Asset
Regulation); provided, that to the extent that any VCOC Stockholder has
appointed the Stockholder Designee to the Parent Board, such VCOC Stockholder
shall designate the Stockholder Designee as its non-voting observer with respect
to the board of directors of each applicable subsidiary. No representative of a
Stockholder will be entitled to the access rights specified in clauses (i) or
(ii) of the first sentence of this Section 8(a) or the rights to attend meetings
of the boards of directors under the second sentence of this Section 8(a) unless
and until such representative has entered into a customary confidentiality
agreement with Parent. Parent will have the right, after reasonable notice, to
require that any representative designated by a Stockholder under this Section
8(a) be replaced with another representative of such Stockholder.

     (b) Successors, Assigns and Transferees. This Agreement will be binding
upon and inure to the benefit of the Parties hereto and their respective legal
representatives, heirs, legatees, successors and assigns and any other
transferee of the Shares that is an Affiliate of a Stockholder and will also
apply to any Shares acquired by Stockholders after the date hereof. This
Agreement is not intended to and does not confer upon any Person other than the
Parties to any rights or remedies under this Agreement. The rights granted to
each Stockholder (together with the related obligations) pursuant to this
Agreement (but not including the rights and obligations


                                       18



of the Stockholder pursuant to Section 1 of this Agreement and subject to the
proviso in Section 2(d)) may be Transferred by such Stockholder to any Person
who acquires from such Stockholder at least 5% of the Parent Common Stock
outstanding on the date of such Transfer; provided, that such Stockholder shall
give Parent written notice at the time of such Transfer stating the name and
address of the transferee and identifying the securities with respect to which
such rights are being assigned. In the event that any Stockholder Transfers all
or any portion of its Shares to any Affiliate of such Stockholder or to any
other Person pursuant to the prior sentence, such transferee will execute a
counterpart of this Agreement in the form attached as Exhibit A hereto and agree
to be bound by the terms hereof other than Section 1 of this Agreement, and be
entitled to the rights provided herein, for all purposes hereunder. Any
Affiliate of a Stockholder that receives Shares hereunder will be considered a
"Stockholder" for all purposes hereunder other than under Sections 1 and 8(a) of
this Agreement. The Company may not assign this Agreement without the written
consent of the Stockholders holding a majority of the Registrable Shares then
held by the Stockholders.

     (c) Specific Performance. The Parties acknowledge and agree that any breach
of the terms of this Agreement would give rise to irreparable harm for which
money damages would not be an adequate remedy, and, accordingly, the Parties
agree that, in addition to any other remedies, each will be entitled to enforce
the terms of this Agreement by a decree of specific performance without the
necessity of proving the inadequacy of money damages as a remedy and without the
necessity of posting bond.

     (d) Governing Law. This Agreement will be governed and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and wholly performed within such state, without regard to any
applicable conflict of laws principles.

     (e) Submission to Jurisdiction; Waiver of Jury Trial. Each of the Parties
hereby agrees that any claim, suit, action or other proceeding, directly or
indirectly, arising out of, under or relating to this Agreement will be heard
and determined in the Chancery Court of the State of Delaware (and each agrees
that no such claim, action, suit or other proceeding relating to this Agreement
will be brought by it or any of its Affiliates except in such court), and the
Parties hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any such court in any such claim, suit, action or other
proceeding and irrevocably and unconditionally waive the defense of an
inconvenient forum to the maintenance of any such claim, suit, action or other
proceeding. Each of the parties hereto further agrees that, to the fullest
extent permitted by applicable law, service of any process, summons, notice or
document by U.S. registered mail to such Person's address for notice forth in
Section 8(g) will be effective service of process for any claim, action, suit or
other proceeding in Delaware with respect to any matters to which it has
submitted to jurisdiction as set forth above in the immediately preceding
sentence. The Parties hereto hereby agree that a final judgment in any such
claim, suit, action or other proceeding will be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by applicable law. Each of the Parties irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any and all rights to trial
by jury in connection with any litigation arising out of or relating to this
Agreement or the transactions contemplated hereby.


                                       19

     (f) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

     (g) Notices. All notices and other communications in connection with this
Agreement will be in writing and will be deemed given (and will be deemed to
have been duly given upon receipt) if delivered personally, sent via facsimile
(with confirmation), mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the parties
at the following addresses (or at such other address for a party as will be
specified by like notice): (i) for a Stockholder, at the addresses given for
that Stockholder on the list attached hereto as Exhibit B or such other address
as that Stockholder may specify by notice to Parent, and (ii) for Parent, at the
address for Parent set forth at Exhibit B.

     (h) Recapitalization, Exchange, Etc. Affecting Parent's Shares. The
provisions of this Agreement will apply, to the full extent set forth herein,
with respect to any and all Shares of Parent or any successor or assign of
Parent (whether by merger, consolidation, sale of assets, conversion to a
corporation or otherwise) that may be issued in respect of, in exchange for, or
in substitution of, the Shares and will be appropriately adjusted for any
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date hereof.

     (i) Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that each party need not
sign the same counterpart.

     (j) Severability. If any term or other provision of this Agreement is
declared invalid, illegal or unenforceable, all other conditions and provisions
of this Agreement will nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
maximum extent possible.

     (k) Amendment. This Agreement may be amended only by written agreement
signed by the Parties. At any time hereafter, Persons acquiring Shares that are
Affiliates of a Stockholder may be made parties hereto by executing a signature
page in the form attached as Exhibit A hereto, which signature page will be
countersigned by Parent and will be attached to this Agreement and become a part
hereof without any further action of any other Party hereto.

     (l) Integration; No Inconsistent Agreements. This Agreement (including the
documents and the instruments referred to in this Agreement) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter of this
Agreement. Except for the G Holders Registration Rights Agreement, which will be
terminated effective before or as of the Effective Time, and the Sponsor
Stockholders Agreement entered into between Parent and the C Holders on the date
hereof, (i) Parent has not entered into and will not enter into any agreement
that is inconsistent with the rights granted to the Stockholders in this
Agreement or that otherwise


                                       20

conflicts with the provisions hereof and (ii) the rights granted to the
Stockholders hereunder do not in any way conflict with, and are not inconsistent
with the rights granted to the holders of Parent's other issued and outstanding
securities under, any such agreements.

     (m) Further Assurances. In connection with this Agreement and the
transactions contemplated thereby, each Stockholder will execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and such transactions.

     (n) Current Agreements. Effective at the Effective Time, the following
agreements will without further action be terminated and of no further force and
effect.

          (i) the Current Stockholders Agreement;

          (ii) Agreement Among Members (Dex Holdings LLC) among Carlyle Partners
     III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh,
     Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex
     Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8,
     2002 (as amended);

          (iii) Amended and Restated Management Consulting Agreement, dated as
     of June, 2004, between Dex Media East LLC and The Carlyle Group.;

          (iv) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media East LLC and Welsh, Carson, Anderson & Stowe;

          (v) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media West LLC and The Carlyle Group; and

          (vi) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media West LLC and Welsh, Carson, Anderson & Stowe.

                  [Remainder of Page Intentionally Left Blank]


                                       21

     IN WITNESS WHEREOF, the Parties have executed this Sponsor Stockholders
Agreement as of the date first above written.

                                        R.H. DONNELLEY CORPORATION


                                        By:    /s/ Robert J. Bush
                                               ---------------------------------
                                        Name:  Robert J. Bush
                                        Title: Vice President, General Counsel
                                               and Corporate Secretary



                                       22

                                        WCAS HOLDERS

                                        WELSH, CARSON, ANDERSON
                                        & STOWE IX, L.P.

                                        By: WCAS IX Associates, LLC,
                                            its General Partner


                                        By:   /s/ Jonathan Rather
                                              ----------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member


                                        WD GP ASSOCIATES LLC


                                        By:   /s/ Jonathan Rather
                                              ----------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member


                                        WD INVESTORS LLC

                                        By: WCAS IX Associates LLC,
                                            its Manager


                                        By:   /s/ Jonathan Rather
                                              ----------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member


                                       23

                                    EXHIBIT A

                                 SIGNATURE PAGE
                                     TO THE
                         SPONSOR STOCKHOLDERS AGREEMENT

     By execution of this signature page, ________________________________
hereby agrees to become a party to, be bound by the obligations of and receive
the benefits of the Sponsor Stockholders Agreement, dated as of October 2, 2005,
by and among R.H. Donnelley Corporation, Welsh, Carson, Anderson & Stowe IX,
L.P., a Delaware limited partnership, WD GP Associates LLC and WD Investors LLC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Notice Address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------

                                        Accepted:

                                        R.H. DONNELLEY CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                    EXHIBIT B

If to any Stockholder:

     c/o/ Welsh, Carson, Anderson & Stowe
     320 Park Avenue
     Suite 2500
     New York, New York 10022
     Attention: Anthony J. deNicola
     Facsimile: (212) 893-9548

     with a copy to

     Latham & Watkins LLP
     885 Third Avenue, Suite 1000
     New York, NY 10022
     Attention: R. Ronald Hopkinson
     Facsimile: (212) 751-4864

If to Parent:

     R.H. Donnelley Corporation
     1001 Winstead Drive
     Cary, NC 27531
     Attention: Robert J. Bush
     Vice President, General Counsel and Corporate Secretary
     Facsimile: (919) 279-1518

     with a copy to:

     Jones Day
     222 East 41st Street
     New York, NY 10017
     Attention: John J. Hyland
     Facsimile: (212) 755-7306

EX-10.2

                                                                    Exhibit 10.2

                         SPONSOR STOCKHOLDERS AGREEMENT

     This SPONSOR STOCKHOLDERS AGREEMENT (this "Agreement") is made as of
October 3, 2005, among R.H. Donnelley Corporation, a Delaware corporation
("Parent"), Carlyle Partners III, L.P., a Delaware limited partnership ("CP
III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Carlyle
Coinvest"), Carlyle High Yield Partners, L.P., a Delaware limited partnership
("CHYP Coinvest"), Carlyle-Dex Partners L.P., a Delaware limited partnership
("Carlyle Coinvest I"), and Carlyle-Dex Partners II L.P., a Delaware limited
partnership ("Carlyle Coinvest II") (each of CP III, Carlyle Coinvest, CHYP
Coinvest, Carlyle Coinvest I and Carlyle Coinvest II, a "Stockholder" and
collectively, the "Stockholders") and any other subsequent holder of Shares who
agrees to be bound by the terms of this Agreement in accordance with the terms
hereof. Parent and the Stockholders are sometimes referred to herein
individually as a "Party" and collectively as the "Parties." The meaning of
certain capitalized terms used herein are set forth in Section 7 hereto.

                                    RECITALS

     A. Dex Media, Inc., a Delaware corporation (the "Company"), Dex Holdings
LLC, a Delaware limited liability company ("Holdings"), the Stockholders and
certain other members of Holdings have entered into a Sponsor Stockholders
Agreement, dated as of July 27, 2004 (the "Current Stockholders Agreement"), to
provide for certain matters with respect to the Stockholders' and these other
members' holdings of shares of capital stock of the Company and the governance
of the Company. Holdings was dissolved on January 5, 2005.

     B. On the date hereof, the Company, Parent and a wholly owned subsidiary of
Parent ("Merger Sub") have entered into an Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement") pursuant to which the Company
will be merged with and into Merger Sub (the "Merger").

     C. The Parties wish to provide for certain matters relating to the
Stockholders' holdings of shares of capital stock of Parent received in the
Merger and the governance of Parent following the Effective Time (as defined in
the Merger Agreement).

     D. In connection with the Merger Agreement, it is contemplated that,
effective upon and following the Effective Time, the Current Stockholders
Agreement (and certain related agreements) will terminate and be of no further
force or effect.

     NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the Parties hereto,
intending to be legally bound, hereby agree as follows:

                                    AGREEMENT

Section 1. Parent Board Representation and Voting.

     (a) From and after the Effective Time, at each annual or special meeting of
stockholders of Parent at which action is to be taken with respect to the
election of directors of


                                       1

Parent, each Stockholder, severally and not jointly, agrees to vote or otherwise
give such Stockholder's consent in respect of all Shares (whether now or
hereafter acquired) owned by such Stockholder, and Parent will take all
necessary and desirable actions within its control (including to support the
nomination of, and the Nominating Committee of Parent will recommend to the
Board of Directors of Parent (the "Parent Board") the inclusion in the slate of
nominees recommended by the Parent Board to stockholders of Parent for election
as directors, such directors as set forth in subsection 1(a)(ii) below), in
order to cause:

          (i) the authorized number of directors on the Parent Board to be
     established at no more than 13;

          (ii) the election to the Parent Board of such slate, so long as upon
     such election, the Parent Board consists of:

               (A) one director designated by one or more of the Stockholders as
          the Stockholders shall agree (the "Stockholder Designee") if at the
          relevant time the Stockholders Beneficially Own at least 5% of the
          then issued and outstanding shares of Parent's common stock, par value
          $1.00 per share (the "Parent Common Stock");

               (B) the Chief Executive Officer of Parent;

               (C) the Chairman of Parent; and

               (D) the remaining directors, (i) with a number equal to a
          majority of the entire Parent Board being individuals who would
          satisfy the independence requirements of the New York Stock Exchange
          and Rule 10A-3(b)(1) under the Exchange Act and (ii) none of whom are
          Affiliates of the Stockholders;

     all of such designees will hold office, subject to their earlier removal or
     resignation in accordance with clause (a)(iii) below and Section 1(d),
     respectively, and applicable law, until their respective successors have
     been duly elected and qualified;

          (iii) the removal from the Parent Board for cause of the Stockholder
     Designee upon the written request of such of the Stockholders as the
     Stockholders shall agree; and

          (iv) upon any vacancy in the Parent Board as a result of any (A)
     individual designated by one or more of the Stockholders pursuant to clause
     (ii)(A) above, ceasing to be a member of the Parent Board, whether by
     resignation or otherwise, the election to the Parent Board of an individual
     designated by one or more of the Stockholders as the Stockholders shall
     agree, or (B) other individual ceasing to be a member of the Parent Board,
     whether by resignation or otherwise, the election to the Parent Board of an
     individual (consistent with clause (ii) above) appointed by a majority of
     the remaining directors then in office.

     (b) Notwithstanding the provisions of this Section 1, the Stockholders will
not be entitled to designate any person to the Parent Board (or any committee
thereof), in the event that Parent receives a written opinion of its outside
counsel that a Stockholder Designee would not be qualified under any applicable
law, rule or regulation to serve as a director of Parent or if Parent objects to
a Stockholder Designee because such Stockholder Designee has been involved in
any


                                       2

of the events enumerated in Item 2(d) or (e) of Schedule 13D or Item 401(f) of
Regulation S-K or is subject to any order, decree or judgment of any court or
agency prohibiting service as a director of any public company or providing
investment or financial advisory services and, in any such event, the
Stockholders will withdraw the designation of such proposed Stockholder Designee
and designate a replacement therefor (which replacement Stockholder Designee
will also be subject to the requirements of this Subsection 1(b)). Parent will
use its best efforts to notify the Stockholders of any objection to a
Stockholder Designee sufficiently in advance of the date on which proxy
materials are mailed by Parent in connection with such election of directors to
enable the Stockholders to propose a replacement Stockholder Designee in
accordance with the terms of this Agreement.

     (c) Notwithstanding anything in this Agreement to the contrary, the Parent
Board and all of the committees of the Parent Board will operate in such a way
to permit Parent to comply with applicable law and maintain its listing on The
New York Stock Exchange. Without limiting the foregoing, at all times a majority
of the Parent Board and all Committee members will (i) satisfy the independence
requirements of the New York Stock Exchange and Rule 10A-3(b)(1) under the
Exchange Act and (ii) not be Affiliates of the Stockholders.

     (d) Notwithstanding anything to the contrary in this Section 1, immediately
upon the consummation of any Transfer following which the Stockholders
Beneficially Own, in the aggregate, less than 5% of the then issued and
outstanding shares of Parent Common Stock, the Stockholders agree to cause the
Stockholder Designee to tender to the Parent Board his or her resignation from
the Parent Board.

     (e) This Section 1 will become effective at the Effective Time and will
terminate and have no further force and effect if the Merger Agreement is
terminated.

Section 2. Limitations on Acquisitions and Transfers.

     (a) Except for the acquisition of shares of Parent Common Stock pursuant to
the Merger Agreement, and subject to Section 2(c), during the Standstill Period,
the Stockholders and their respective Affiliates will not, directly or
indirectly, acquire, agree to acquire or make a proposal to acquire legal or
Beneficial Ownership of any Share or any security of Parent convertible into or
exchangeable or exercisable for Shares if, as a result of such acquisition,
agreement or proposal, such Stockholder and/or its Affiliates would Beneficially
Own, in the aggregate, or have the right to acquire Shares representing more
than 15% of Parent's then issued and outstanding Shares.

     (b) Subject to Section 2(c), during the Standstill Period, each Stockholder
and its respective Affiliates will not, directly or indirectly:

          (i) seek, make or take any action to solicit or initiate any offer or
     proposal for, or any indication of interest in, a merger (other than the
     Merger), consolidation, tender or exchange offer, sale or purchase of
     assets or securities or other business combination (other than the sale of
     Parent Common Stock by such Stockholder or its Affiliates in accordance
     with the terms of this Agreement) or any dissolution, liquidation,
     restructuring, recapitalization or similar transaction in each case
     involving Parent or any


                                       3

     of its subsidiaries or the acquisition of any voting Shares of Parent or
     any of its subsidiaries (each, an "Acquisition Transaction"), if, as a
     result of such Acquisition Transaction, such Stockholder and/or its
     Affiliates would Beneficially Own, in the aggregate, or have the right to
     acquire Shares representing more than 15% of Parent's then issued and
     outstanding Shares;

          (ii) "solicit," or become a "participant" in any "solicitation" (other
     than a "solicitation" approved by the Parent Board) of, any "proxy" (as
     such terms are defined in Regulation 14A under the Exchange Act) from any
     holder of voting Shares in connection with any vote on any matter (whether
     or not relating to the election or removal of members of the Parent Board);

          (iii) form, join or in any way participate in a 13D Group with respect
     to any voting Shares (other than a 13D Group (A) composed of Parent and its
     subsidiaries, (B) composed of such Stockholder and its Affiliates, (C)
     formed as a result of this Agreement or (D) deemed to have been formed by
     the Company Sponsors (as defined in the Merger Agreement) as a result of
     the execution, delivery or performance of the Merger Agreement, the Company
     Sponsor Agreements (as defined in the Merger Agreement), this Agreement or
     the transactions contemplated hereby or thereby);

          (iv) grant any proxies with respect to any voting Shares to any Person
     (other than as recommended by the Parent Board), deposit any voting Shares
     in a voting trust (unless the trustee of such trust agrees to be bound by
     the terms of this Agreement) or enter into any other arrangement or
     agreement with respect to the voting thereof;

          (v) publicly request, propose or otherwise seek any amendment or
     waiver of the provisions of Section 2(a) or (b);

          (vi) publicly seek, alone or in concert with other Persons, additional
     representation on the Parent Board or publicly seek the removal of any
     member of the Parent Board that is not a Stockholder Designee or publicly
     seek a change in the composition or size of the Parent Board;

          (vii) seek in their capacity as stockholders of Parent to have any
     matter presented to stockholders for a vote at any annual or special
     meeting (other than matters presented with the approval of the Parent
     Board);

          (viii) publicly call or seek to have called any meeting of the holders
     of voting Shares for the purpose of voting on any of the foregoing; or

          (ix) make any proposal, statement or inquiry, disclose any intention,
     plan or arrangement to the public (whether written or oral) inconsistent
     with the foregoing;

provided, however, that neither this Section 2(b) nor Section 2(a) will (1)
prevent, restrict, encumber or in any way limit the exercise of the fiduciary
rights and obligations of the Stockholder Designee as a director of Parent or
prevent, restrict, encumber or in any way limit the ability of the Stockholder
Designee to vote on matters, influence officers, employees, agents, management
or the other directors of Parent, take any action or make any statement at any


                                       4

meeting of the Parent Board or any committee thereof, or otherwise to act in his
or her capacity as a director of Parent, (2) prevent any Stockholder from
selling any securities of Parent held by it or voting such securities, (3) apply
to or restrict any discussions or other communications between or among
directors, members, officers, employees or agents of any Stockholder or any
Affiliate thereof, (4) prohibit any Stockholder or any Affiliate thereof from
soliciting, offering, seeking to effect or negotiating with any Person with
respect to transfers of Shares otherwise permitted by this Section 2 or (5)
restrict any disclosure or statements required to be made by the Stockholder
Designee or the Stockholders under applicable law, rule or regulation (including
any NYSE regulation).

     (c) Notwithstanding Sections 2(a) and (b), during the Standstill Period,
the Stockholders or their respective Affiliates will be permitted to make
requests to the Parent Board to amend or waive any of the limitations set forth
in Section 2(a) or (b), which the members of the Parent Board (other than the
Stockholder Designee and any designee of the other Company Sponsor), acting by
majority, may accept or reject in their sole discretion; provided, however, that
(i) any such request will not be publicly disclosed by the Stockholders or any
of their respective Affiliates, unless such Stockholder or such Affiliate
reasonably believes that it is required by applicable law to make such
disclosure and (ii) any such request will be made in a manner that is not
reasonably likely to require the public disclosure of such request by Parent.

     (d) Notwithstanding any other provision hereof, in no event will a
Stockholder Transfer Shares to any Person or 13D Group in one or a series of
transactions if following such Transfer such Person or 13D Group would
Beneficially Own 5% or more of the then-outstanding number of any class of
Shares of Parent unless, prior to such Transfer, such Person or 13D Group
executes an agreement reasonably satisfactory to Parent pursuant to which such
Person or 13D Group agrees to be bound by the terms of Sections 2(a), (b), (c)
and (d) of this Agreement as if such Person or 13D Group were a "Stockholder"
hereunder; provided, however, that if the transferee Person or 13D Group
qualifies at the time of such Transfer under Rule 13d of the Exchange Act to
report its ownership on a Schedule 13G, the percentage in this Section 2(d) will
be 15%, rather than 5%.

     (e) Prior to any proposed Transfer of any Shares (other than a Transfer to
an Affiliate of a Stockholder or a Transfer made in connection with an offering
of securities pursuant to the exercise of a Stockholder's registration rights),
the holder thereof will give written notice to Parent of its intention to effect
such Transfer as soon as reasonably practicable. Each such notice will describe
the manner of the proposed Transfer and, if requested by Parent for a proposed
Transfer other than pursuant to Rule 144 or Rule 145(a), will be accompanied by
an opinion of counsel reasonably satisfactory to Parent to the effect that the
proposed Transfer of the Shares may be effected without registration under the
Securities Act of 1933, as amended (the "Securities Act"), whereupon the holder
of such Shares will be entitled to Transfer such Shares in accordance with the
terms of its notice.

     (f) Parent may place appropriate legends on the certificates representing
Shares held by the Stockholders setting forth any restrictions appropriate for
compliance with U.S. federal securities laws. Parent will promptly issue
replacement certificates to the Stockholders, upon request, in order to permit
the Stockholders to engage in sales, transfers and other dispositions that are
not restricted under U.S. federal securities laws.


                                       5

Section 3. Registration Rights. This Section 3 will become effective at the
Effective Time and will terminate and be of no further force and effect if the
Merger Agreement is terminated.

     (a) Demand Registrations.

          (i) Right to Demand Registration. From and after the three-month
     anniversary of the Effective Time until the second anniversary of the
     Effective Time (the "Demand Period"), the Stockholders will have the right
     at any time to make a written request of Parent for registration (any such
     request, a "Stockholder Demand") with the Securities and Exchange
     Commission (the "Commission"), under and in accordance with the provisions
     of the Securities Act, of all or part of the Registrable Shares owned by
     the Stockholders (each a "Demand Registration" and such Stockholders, the
     "Demanding Holders"); provided that (x) Parent need not effect a Demand
     Registration involving less than $100 million of gross proceeds and (y)
     Parent may defer the filing or effectiveness of a Registration Statement
     (as defined below) in respect of such Demand Registration for a single
     period not to exceed 90 days during any one-year period, if the Parent
     Board determines in the exercise of its reasonable judgment and in good
     faith that to effect such Demand Registration at such time would have a
     material and adverse effect on any proposal or plan by Parent to engage in
     any significant corporate transaction; provided that in such event the
     Stockholders making such Stockholder Demand will be entitled to withdraw
     such Stockholder Demand and, if such Stockholder Demand is withdrawn, such
     registration will not be counted as a Stockholder Demand for purposes of
     Section 3(a)(ii), and the Demand Period will be extended by the length of
     such deferral. Within ten days after receipt of the request for a Demand
     Registration, Parent will send written notice (the "Demand Notice") of such
     registration request and its intention to comply therewith to all holders
     of Registrable Shares and, subject to subsection (iii) below, Parent will
     include in such registration all the Registrable Shares with respect to
     which Parent has received written requests for inclusion therein within 20
     Business Days after the date such Demand Notice is given. All requests made
     pursuant to this subsection (i) will specify the aggregate number of
     Registrable Shares requested to be registered and will also specify the
     intended methods of disposition thereof. Upon receipt of a Stockholder
     Demand, Parent will take all necessary and desirable actions within its
     control to effect registration of the Registrable Shares to be registered
     in accordance with the intended method of distribution specified in writing
     by the Demanding Holders as soon as practicable and will maintain the
     effectiveness of such Registration Statement until the earlier of the date
     (as such date may be extended pursuant to the terms hereof, the
     "Registration Termination Date") (A) which is one hundred eighty (180) days
     following the effective date of such Registration Statement and (B) on
     which all of the Registrable Shares covered by such Registration Statement
     have been disposed of in accordance with the intended methods of
     disposition by the seller or sellers thereof as set forth in such
     Registration Statement (but in any event not before the expiration of any
     longer period required under the Securities Act), which methods shall
     include, without limitation, block trades. If available to Parent, Parent
     will effect such registration on Form S-3 or such other form of
     registration statement that counsel to Parent advises and, if requested by
     the Demanding Holders, such registration will be a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis of the Registrable Shares, pursuant to Rule 415
     promulgated under the Securities Act or any similar rule


                                       6

     that may be adopted by the Commission (a "Registration Statement"), and
     Parent will take all necessary and desirable actions within its control to
     maintain the effectiveness of such Registration Statement until the
     Registration Termination Date; provided, however, that Parent will not
     effect a registration on Form S-3 or an equivalent form if Parent or the
     managing underwriter or underwriters determine that using a different
     registration form is in the best interests of Parent and/or the Demanding
     Holders and other holders of Registrable Shares.

          (ii) Number of Demand Registrations. The Stockholders, as a group,
     will be entitled to up to, but no more than, two Stockholder Demands;
     provided, however, that a Stockholder Demand will not be deemed to have
     been made unless the Registration Statement filed in connection therewith
     is kept continuously effective by Parent until the Registration Termination
     Date unless the reason such Registration Statement does not remain
     effective until the Registration Termination Date is solely as a result of
     the failure of the relevant Stockholders to take all actions reasonably
     required in order to have the Registration Statement remain effective for
     such period. Parent will not be required to cause a registration pursuant
     to Section 3(a)(i) to be declared effective within a period of 180 days
     after the date of any other Parent registration statement was declared
     effective pursuant to a Demand Registration request or a filing for
     Parent's own behalf.

          (iii) Priority on Demand Registrations. If in any Demand Registration
     the managing underwriter or underwriters thereof (or in the case of a
     Demand Registration not being underwritten, the Demanding Holders after
     consultation with an investment banker of nationally recognized standing)
     advise Parent in writing that in its or their reasonable opinion the number
     of securities proposed to be sold in such Demand Registration exceeds the
     number that can be sold in such offering without having a material and
     adverse effect on the success of the offering, Parent will include in such
     registration only the number of securities that, in the reasonable opinion
     of such underwriter or underwriters (or the Demanding Holders, as the case
     may be) can be sold without having a material and adverse effect on the
     success of the offering, as follows: first, the securities which the
     Stockholders, including the Demanding Holders, and the W Holders (pro rata
     among all such Stockholders and the W Holders on the basis of the relative
     percentage of Registrable Shares requested to be registered by all
     Stockholders and W Holders who have requested that securities owned by them
     be so included), propose to sell, and second, securities of any other
     holders of Parent's securities eligible to participate in such offering,
     pro rata among all such Persons on the basis of the relative percentage of
     such securities held by each of them. In the event that the managing
     underwriter or Demanding Holders determine that additional Registrable
     Shares may be sold in any Demand Registration without having a material and
     adverse effect on the success of the offering, Parent may include
     comparable securities to be issued and sold by Parent or comparable
     securities held by Persons other than the Parties.

          (iv) Selection of Underwriters. If a Demand Registration is to be an
     underwritten offering, the Stockholders will, after consultation with
     Parent, select a managing underwriter or underwriters of recognized
     national standing to administer the offering.


                                       7

     (b) Piggyback Registrations. If Parent at any time proposes to register
under the Securities Act any Shares or any security convertible into or
exchangeable or exercisable for Shares (other than (i) any securities to be
registered on Form S-8 and (ii) any securities to be registered in connection
with the Merger), whether or not for sale for its own account and other than
pursuant to a Demand Registration, on a form and in a manner which would permit
registration of the Registrable Shares held by the Stockholders for sale to the
public under the Securities Act, Parent will give written notice of the proposed
registration to the Stockholders not later than 30 days prior to the filing
thereof. Each Stockholder will have the right to request that all or any part of
its Registrable Shares be included in such registration. Each Stockholder can
make such a request by giving written notice to Parent within ten Business Days
after the giving of such notice by Parent; provided, however, that if the
registration is an underwritten registration and the managing underwriters of
such offering determine that the aggregate amount of securities of Parent which
Parent and all Stockholders propose to include in such Registration Statement
exceeds the maximum amount of securities that may be sold without having an
adverse effect on the success of the offering, including the selling price and
other terms of such offering, Parent will include in such registration, first,
the securities which Parent proposes to sell, second, the Registrable Shares of
the Stockholders and any W Holders requesting registration, pro rata among all
such Stockholders and W Holders on the basis of the relative percentage of
Registrable Shares requested to be registered by all Stockholders and W Holders
who have requested that securities owned by them be so included (it being
further agreed and understood, however, that such underwriters will have the
right to eliminate entirely the participation of the Stockholders and the W
Holders), and third, the comparable securities of any additional holders of
Parent's securities, pro rata among all such holders on the basis of the
relative percentage of such securities held by each of them. Registrable Shares
proposed to be registered and sold pursuant to an underwritten offering for the
account of any Stockholder pursuant to this Section 3(b) will be sold to the
prospective underwriters selected or approved by Parent, after consultation with
the Stockholders, and on the terms and subject to the conditions of one or more
underwriting agreements negotiated between Parent and the prospective
underwriters. Any Stockholder who holds Registrable Shares being registered in
any offering will have the right to receive a copy of the form of underwriting
agreement and will have an opportunity to hold discussions with the lead
underwriter of the terms of such underwriting agreement. Parent may withdraw any
Registration Statement at any time before it becomes effective, or postpone or
terminate the offering of securities, without obligation or liability to any
Stockholder.

     (c) Holdback Agreements. Notwithstanding any other provision of this
Section 3, each Stockholder agrees that (if and to the extent the managing
underwriter(s) in an underwritten offering determine that such action is
necessary with respect to such offering and provided that such condition is also
applicable to the W Holders, if any, requesting registration of Registrable
Shares in such offering) it will not (and it will be a condition to the rights
of each Stockholder under this Section 3 that such Stockholder does not) offer
for Public Sale any Shares during the 90-day period after the effective date of
any Registration Statement filed by Parent in connection with an underwritten
public offering (except as part of such underwritten registration or as
otherwise permitted by such underwriters); provided, however, no Stockholder
will object to shortening such period if the underwriter agrees that shortening
such period would not materially and adversely effect the success of the
offering.


                                       8

     (d) Expenses. Except as otherwise provided herein, all expenses,
disbursements and fees incurred by Parent and the Stockholders in connection
with any registration under this Section 3 (including, without limitation, the
reasonable expenses, disbursements and fees of one counsel retained in
connection with the Stockholders' first Demand Registration, in an aggregate
amount of up to $50,000) will be borne by Parent, except that the following
expenses will be borne by the Stockholders: (i) the expenses, disbursements and
fees of counsel to the Stockholders to the extent the Stockholders retain
counsel (other than as provided above with respect to the Stockholders' first
Demand Registration); (ii) discounts, commissions, fees or similar compensation
owing to underwriters, selling brokers, dealer managers or other industry
professionals, to the extent relating to the distribution or sale of the
Stockholders' securities; and (iii) transfer taxes with respect to the
securities sold by the Stockholders; provided, however, that the Stockholders
will reimburse Parent for any fees, costs and expenses paid by Parent in
connection with any Stockholder Demand (i) which is subsequently withdrawn by
the Stockholders after Parent has filed a Registration Statement with the
Commission in connection therewith or (ii) which is not declared effective
solely as a result of the failure of the Stockholders to take all actions
reasonably required in order to have the registration and the related
Registration Statement declared effective by the Commission. In any such event,
such demand registration will be counted as a Stockholder Demand for purposes of
Section 3(a)(ii).

     (e) Registration Procedures. In connection with any registration of
Registrable Shares under the Securities Act pursuant to this Agreement, Parent
will consult with each Stockholder whose equity interest is to be included in
any such registration concerning the form of underwriting agreement, will
provide to such Stockholders the form of underwriting agreement prior to
Parent's execution thereof and will provide to such Stockholders and their
representatives such other documents (including comments by the Commission on
the Registration Statement) as such Stockholders reasonably request in
connection with its participation in such registration. Parent will furnish such
Stockholders and each underwriter, if any, with a copy of the Registration
Statement and all amendments thereto and will supply such Stockholders and each
underwriter, if any, with copies of any prospectus (a "Prospectus") included
therein (including a preliminary Prospectus and all amendments and supplements
thereto), in such quantities as may be reasonably necessary for the purposes of
the proposed sale or distribution covered by such registration. Parent will not,
however, be required to maintain the Registration Statement effective or to
supply copies of a Prospectus for a period beyond the Registration Termination
Date and, following such date, Parent may deregister any securities covered by
such Registration Statement and not then sold or distributed. Whenever required
to effect the registration of any Registrable Shares under this Agreement,
Parent will, as promptly as possible:

          (i) prepare and file with the Commission a Registration Statement on
     any form on which Parent then qualifies, which counsel for Parent deems
     appropriate and pursuant to which an offering of such Registrable Shares
     may be made in accordance with the intended method of distribution thereof,
     and use its commercially reasonable efforts to cause any Registration
     Statement required hereunder to become effective as soon as practicable
     after the initial filing thereof and keep such Registration Statement
     effective until the Registration Termination Date;


                                       9

          (ii) provide such Stockholders, any underwriter participating in any
     disposition pursuant to such Registration Statement and any attorney,
     accountant or other agent retained by such Stockholders, a reasonable
     opportunity to review and comment on such Registration Statement and each
     Prospectus included therein or filed with the Commission and each amendment
     or supplement thereto other than any amendments or supplements resulting
     from the incorporation by reference in such Registration Statement or
     Prospectus to Parent's periodic and current reports filed with the
     Commission under the Exchange Act;

          (iii) upon filing a Registration Statement or any Prospectus related
     thereto or any amendments or supplements thereto, furnish to such
     Stockholders and the underwriters, if any, copies of all such documents;

          (iv) prepare and file with the Commission such amendments and
     post-effective amendments to the Registration Statement as may be necessary
     to keep such Registration Statement effective until the Registration
     Termination Date; cause the related Prospectus to be supplemented by any
     required Prospectus supplement, and as so supplemented, to be filed
     pursuant to Rule 424 under the Securities Act; and comply with the
     provisions of the Securities Act and the Exchange Act with respect to the
     disposition of all securities covered by such Registration Statement during
     the applicable period in accordance with the intended methods of
     disposition by the sellers thereof set forth in such Registration Statement
     or supplement to such Prospectus;

          (v) promptly notify such Stockholders and any managing underwriters in
     writing, (A) when a Registration Statement or post-effective amendment to a
     Registration Statement or the related Prospectus or Prospectus supplement
     has been filed, and, with respect to a Registration Statement or any
     post-effective amendment, when the same has become effective, (B) of any
     request by the Commission or any state securities commission for amendments
     or supplements to a Registration Statement or related Prospectus or for
     additional information, (C) of the issuance by the Commission or any state
     securities commission of any stop order suspending the effectiveness of a
     Registration Statement or the initiation of any proceedings for that
     purpose, (D) of the receipt by Parent of any notification with respect to
     the suspension of the qualification of any of the Registrable Shares for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose, and (E) upon discovery that, or upon the happening of any
     event as a result of which, any Registration Statement or Prospectus (or
     any amendment or supplement thereto or document incorporated by reference
     therein) contains an untrue statement of a material fact or omits to state
     a material fact required to be stated therein or necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading;

          (vi) use its commercially reasonable efforts to prevent the issuance
     of any stop order by the Commission suspending the effectiveness of a
     Registration Statement to the extent the Company had knowledge of the
     threat of such stop order prior to its issuance, and in the event of such
     issuance, to use its reasonable best efforts to obtain the withdrawal of
     such stop order;


                                       10

          (vii) except as prohibited under applicable law, if requested by the
     managing underwriters or such Stockholders, promptly consider for inclusion
     in a Prospectus supplement or post-effective amendment such information as
     the managing underwriters or the Stockholders holding a majority of the
     Registrable Shares being sold by such Stockholders agree should be included
     therein relating to the sale of such Registrable Shares, including
     information with respect to the amount of Registrable Shares being sold to
     such underwriters, the purchase price being paid therefor by such
     underwriters and with respect to any other terms of the underwritten (or
     best efforts underwritten) offering of the Registrable Shares to be sold in
     such offering; and make all required filings of such Prospectus supplement
     or post-effective amendment as soon as reasonably practicable after being
     notified of the matters to be incorporated in such Prospectus supplement or
     post-effective amendment;

          (viii) furnish to such Stockholders and each managing underwriter at
     least one signed copy of the Registration Statement and any post-effective
     amendment thereto, including financial statements and schedules, all
     documents incorporated therein by reference and all exhibits (including
     those incorporated by reference);

          (ix) deliver to such Stockholders and the underwriters, if any, as
     many copies of the Prospectus (including each preliminary Prospectus) and
     any amendment or supplement thereto as such Persons or entities may
     reasonably request;

          (x) prior to any Public Sale of Registrable Shares, register or
     qualify or cause to be registered or qualified such Registrable Shares for
     offer and sale under the securities or blue sky laws of such jurisdictions
     within the United States as such Stockholders or any underwriter reasonably
     requests in writing and do any and all other acts or things reasonably
     necessary or advisable to enable the disposition in such jurisdictions of
     the Registrable Shares covered by the applicable Registration Statement;
     provided, however, that Parent will not be required to qualify generally to
     do business in any jurisdiction where it is not then so qualified or to
     take any action which would subject it to general service of process or
     taxation in any such jurisdiction where it is not then so subject;

          (xi) cooperate with such Stockholders and the managing underwriters,
     if any, to facilitate the timely preparation and delivery of certificates
     representing Registrable Shares to be sold pursuant to such Registration
     Statement and not bearing any restrictive legends, and enable such
     Registrable Shares to be in such denominations and registered in such names
     as the managing underwriters may request at least two Business Days prior
     to any sale of Registrable Shares to the underwriters;

          (xii) if any discovery or event described in clause (v)(E) above
     occurs, notify such Stockholders of such discovery or event and prepare a
     supplement or post-effective amendment to the applicable Registration
     Statement or the related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of the Registrable Shares being sold
     thereunder, such Prospectus will not contain an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading; provided, however, that in the event of the


                                       11

     foregoing, the Registration Termination Date will be extended by the number
     of days during the period from and including the date of such notice from
     Parent to the Stockholders until and including the date of delivery of such
     supplement or amendment to such Registration Statement or related
     Prospectus;

          (xiii) cause all Registrable Shares covered by the Registration
     Statement to be listed on The New York Stock Exchange or each other
     securities exchange on which similar securities issued by Parent are then
     listed;

          (xiv) provide and cause to be maintained a transfer agent and
     registrar for all such Registrable Shares covered by the Registration
     Statement not later than the effective date of the Registration Statement;

          (xv) use its reasonable best efforts to obtain an opinion from
     Parent's counsel and a "cold comfort" letter from Parent's independent
     public accountants in customary form and covering such matters as are
     customarily covered by such opinions and "cold comfort" letters delivered
     to underwriters in underwritten public offerings and reasonably
     satisfactory to the Stockholders holding a majority of the Registrable
     Shares being sold by such Stockholders;

          (xvi) deliver promptly to each Stockholder participating in the
     offering and each underwriter, if any, copies of all correspondence between
     the Commission and Parent, its counsel or auditors and all memoranda
     relating to discussions with the Commission or its staff with respect to
     the Registration Statement, other than those portions of any such
     correspondence and memoranda which contain information subject to
     attorney-client privilege with respect to Parent, and, upon receipt of such
     confidentiality agreements as Parent may reasonably request, make
     reasonably available for inspection by any Stockholder selling such
     Registrable Shares covered by such Registration Statement, by any
     underwriter, if any, participating in any disposition to be effected
     pursuant to such Registration Statement and by any attorney, accountant or
     other agent retained by any such Stockholder or any such underwriter, all
     pertinent financial and other records, pertinent corporate documents and
     properties of Parent, and cause all of Parent's officers, directors and
     employees to supply all information reasonably requested by any such
     seller, underwriter, attorney, accountant or agent in connection with such
     Registration Statement;

          (xvii) provide a CUSIP number for all Registrable Shares included in
     such Registration Statement, not later than the effective date of the
     applicable Registration Statement;

          (xviii) enter into such agreements (including an underwriting
     agreement in form reasonably satisfactory to Parent) and take all such
     other reasonable actions in connection therewith in order to expedite or
     facilitate the disposition of such Registrable Shares;

          (xix) make available for inspection by a representative of such
     Stockholders, any underwriter participating in any disposition pursuant to
     a Registration Statement, and any attorney or accountant retained by such
     Stockholders or such underwriter, all


                                       12

     financial and other records, any pertinent corporate documents and
     properties of Parent reasonably requested by such representative,
     underwriter, attorney or accountant in connection with such Registration
     Statement; provided, however, that any records, information or documents
     that are designated by Parent in writing as confidential will be kept
     confidential by such Persons or entities unless disclosure of such records,
     information or documents is required by court or administrative order;

          (xx) otherwise comply in all material respects with all applicable
     rules and regulations of the Commission and relevant state securities
     commissions, and make generally available to such Stockholders, earning
     statements satisfying the provisions of Section 12(a) of the Securities Act
     no later than 45 days after the end of any 12-month period (or 120 days, if
     such period is a fiscal year) commencing at the end of any fiscal quarter
     in which Registrable Shares of such Stockholders are sold to underwriters
     in an underwritten offering, or, if not sold to underwriters in such an
     offering, beginning with the first month of Parent's first fiscal quarter
     commencing after the effective date of a Registration Statement, which
     statements will cover said 12-month periods;

          (xxi) cause senior management to participate in "roadshow"
     presentations and other customary marketing efforts at reasonable times
     upon reasonable notice and in a manner that will not adversely affect
     Parent's business;

          (xxii) cooperate with such Stockholders, each underwriter
     participating in the disposition of such Registrable Shares and such
     underwriters' counsel in connection with any filings required to be made
     with the NASD;

          (xxiii) upon the request of the Stockholders holding a majority of the
     Registrable Shares being sold by such Stockholders, to request from the
     Commission acceleration of the effectiveness of such Registration
     Statement; and

          (xxiv) take all such other commercially reasonable actions as are
     necessary or advisable and/or reasonably requested by such Stockholders in
     order to expedite or facilitate the disposition of such Registrable Shares.

     (f) Each Stockholder hereby agrees that, upon receipt of any notice from
Parent of the happening of any event of the type described in Section
3(e)(v)(E), such Stockholder will forthwith discontinue disposition of such
Registrable Shares covered by such Registration Statement or related Prospectus
until such Stockholder's receipt of the copies of the supplemental or amended
Prospectus contemplated by Section 3(e)(xii), and, if so directed by Parent,
such Stockholder will deliver to Parent (at Parent's expense) all copies, other
than permanent file copies then in such Stockholder's possession, of the
Prospectus covering such Registrable Shares at the time of receipt of such
notice.

Section 4. Indemnification.

     (a) Indemnification by Parent. In the event of any registration of any
securities of Parent under the Securities Act pursuant to Section 3, Parent
will, and it hereby does, indemnify and hold harmless, to the extent permitted
by law, each of the Stockholders that holds any Registrable Shares covered by
such Registration Statement, each Affiliate of such Stockholder


                                       13

and such Stockholder's directors, officers, employees and agents or general and
limited partners, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such Stockholder or any such underwriter within the meaning of the Securities
Act (collectively, the "Stockholder Indemnified Parties"), against any and all
losses, claims, damages, or liabilities, joint or several, and expenses
(including reasonable attorneys' fees and expenses and any amounts paid in any
settlement effected with Parent's consent) to which any Stockholder Indemnified
Party may become subject under the Securities Act, state securities or blue sky
laws, common law or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions or proceedings in respect thereof, whether or not such
Stockholder Indemnified Party is a party thereto) or expenses arise out of or
are based upon (i) any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement under which such
securities were registered under the Securities Act, any preliminary, final or
summary Prospectus contained therein, or any amendment or supplement thereto,
(ii) any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (iii) any
violation by Parent of any federal, state or common law rule or regulation
applicable to Parent and relating to action required of or inaction by Parent in
connection with any such registration; provided, that Parent will not be liable
to any Stockholder Indemnified Party in any such case to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement or
amendment or supplement thereto or in any such preliminary, final or summary
Prospectus in reliance upon and in conformity with written information with
respect to such Stockholder or any underwriter who participates in the offering
or sale of Registrable Shares covered by a Registration Statement furnished by
such Stockholder or such underwriter to Parent. Such indemnity will remain in
full force and effect regardless of any investigation made by or on behalf of
such Stockholder or any Stockholder Indemnified Party and will survive the
transfer of such securities by such Stockholder.

     (b) Indemnification by the Stockholders and Underwriters. Parent may
require, as a condition to including any Registrable Shares in any Registration
Statement filed in accordance with Section 3, that Parent has received an
undertaking reasonably satisfactory to it from the Stockholders that own such
Registrable Shares or any underwriter to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 4(a)) Parent, each
Affiliate of Parent, each of Parent's directors, officers, employees and agents
and each other Person who controls Parent within the meaning of the Securities
Act with respect to any statement or alleged statement in or omission or alleged
omission from such Registration Statement, any preliminary, final or summary
Prospectus contained therein, or any amendment or supplement, if such statement
or alleged statement or omission or alleged omission was made in reliance upon
and in conformity with written information with respect to the Stockholders
holding any of the Registrable Shares being registered or such underwriter that
is furnished in writing to Parent by such Stockholders or such underwriter, or a
document incorporated by reference into any of the foregoing; provided, that no
such Stockholder will be liable for any indemnity claims in excess of the amount
of net proceeds received by such Stockholder from the sale of Registrable
Shares. Such indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of Parent or any of the Stockholders, or any
of their


                                       14

respective Affiliates, directors, officers or controlling Persons, and will
survive the transfer of such securities by such Stockholder.

     (c) Notices of Claims, Etc. Promptly after receipt by a Stockholder
Indemnified Party or Parent of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to Section 4 (a) or (b), as applicable (an "Indemnified Party"), such
Indemnified Party will, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the latter of the commencement of
such action; provided, that the failure of the Indemnified Party to give notice
as provided herein will not relieve the indemnifying party of its obligations
under this Section 4, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is
brought against an Indemnified Party, the indemnifying party will be entitled to
participate in and to assume the defense thereof, with counsel satisfactory to
such Indemnified Party, and after notice from the indemnifying party to such
Indemnified Party of its election to assume the defense thereof, the
indemnifying party will not be liable to such Indemnified Party for any legal or
other expenses subsequently incurred by the latter in connection with the
defense thereof; provided that the Indemnified Party will have the right to
employ counsel to represent the Indemnified Party and its respective controlling
persons, directors, officers, general or limited partners, employees or agents
who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Indemnified Party against such indemnifying party
under this Section 4 if (i) the employment of such counsel has been authorized
in writing by such indemnifying party in connection with the defense of such
action, (ii) the indemnifying party has not promptly employed counsel reasonably
satisfactory to the Indemnified Party to assume the defense of such action or
(iii) any Indemnified Party has reasonably concluded that there may be defenses
available to such Indemnified Party or its respective controlling persons,
directors, officers, employees or agents which are in conflict with or in
addition to those available to the indemnifying party, and in that event the
reasonable fees and expenses of one firm of separate counsel for the Indemnified
Party will be paid by the indemnifying party. No indemnifying party will consent
to entry of any judgment or enter into any settlement in connection with any
claim or litigation which does not include as a term thereof the giving by the
claimant or plaintiff to such Indemnified Party of an unconditional release from
all liability in respect to such claim or litigation.

     (d) If the indemnification provided for in this Section 4 shall for any
reason be unavailable to any Indemnified Party under Section 4(a) or Section
4(b) or is insufficient to hold it harmless in respect of any loss, claim,
damage, expense or liability, or any action in respect thereof referred to
therein, then each indemnifying party will contribute to the amount paid or
payable by such Indemnified Party as a result of such loss, claim, damage,
expense or liability, or action in respect thereof, (i) in such proportion as
may be appropriate to reflect the relative benefits received by the Indemnified
Party and indemnifying party or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Indemnified Party and indemnifying party with
respect to the statements or omissions which resulted in such loss, claim,
damage, expense or liability, or action in respect thereof, as well as any other
relevant equitable considerations. Notwithstanding any other provision of this
Section 4(d), no Stockholder will be required to contribute an amount greater
than the dollar amount of the proceeds received by such Stockholder with respect
to the sale of


                                       15

any Registrable Shares. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

     (e) Non-Exclusivity. The obligations of the parties under this Section 4
will be in addition to any liability which any party may otherwise have to any
other party.

     Section 5. Information Requirements. Parent covenants that it will (i) file
the reports required to be filed by it under the Securities Act and the Exchange
Act, and the rules and regulations adopted by the Commission thereunder, and the
rules and regulations of the NYSE and any other securities markets or exchanges
on which the Shares are listed or quoted, within the time periods prescribed
thereby and (ii) take such further action as any Stockholder may reasonably
request, in each case to the extent required from time to time to enable such
Stockholder to sell Registrable Shares without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 and Rule 144A
promulgated under the Securities Act (as such rules may be amended from time to
time) or any similar rule or regulation adopted by the Commission after the date
hereof, including making available adequate current public information within
the meaning of Rule 144(c)(2) and delivering the information required by Rule
144A(d). Upon the request of any Stockholder, Parent will deliver to such
Stockholder a written statement as to whether it has complied with such
requirements.

     Section 6. Termination of Agreement. This Agreement will terminate upon the
mutual agreement of the Parties or the termination of the Merger Agreement. In
addition, this Agreement will terminate on the date on which the Stockholders no
longer Beneficially Own, in the aggregate, at least 5% of the issued and
outstanding shares of the Parent Common Stock.

     Section 7. Definitions, Etc.

     (a) In addition to terms defined elsewhere herein, as used in this
Agreement, the following terms have the following meanings:

     "13D Group" means any group of Persons formed for the purpose of acquiring,
holding, voting or disposing of voting Shares that would be required under
Section 13(d) of the Exchange Act, and the rules and regulations thereunder (as
in effect on, and based on legal interpretations thereof existing on, the date
hereof), to file a statement on Schedule 13D with the Commission as a "person"
within the meaning of Section 13(d)(3) of the Exchange Act if such group
Beneficially Owned voting Shares representing more than 5% of any class of
voting Shares then outstanding.

     "Affiliate" means with respect to a specified Person, any Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with the specified Person. As used in
this definition, the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise. For purposes of this Agreement, (i) none of the following
will be deemed to be an Affiliate of any Stockholder: (A) the Company, (B) any
portfolio company of the Stockholders or their Affiliates, (C) any limited
partner of the Stockholders or their Affiliates or (D) any investment


                                       16

fund that does not share the same general partner as such Stockholder and (ii)
no Company Sponsor will be deemed to be an Affiliate of the other Company
Sponsor.

     "Beneficially Own" or "Beneficial Ownership" with respect to any securities
means having "beneficial ownership" of such securities as determined pursuant to
Rule 13d-3 under the Exchange Act. Without duplicative counting of the same
securities by the same holder, securities Beneficially Owned by a Person include
securities Beneficially Owned by all other Persons with whom such Person would
constitute a "group" within the meaning of Section 13(d) of the Exchange Act
with respect to the securities of the same issuer. Notwithstanding anything in
this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company
Sponsors, are intended to be a "group" for purposes of Rule 13d-5 of the
Exchange Act and nothing in this Agreement will be interpreted in a manner that
requires that they be deemed to be a "group" thereunder.

     "Business Day" means any day that is not a Saturday, a Sunday or other day
on which banks are required or authorized by law to be closed in New York, New
York.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "G Holders Registration Rights Agreement" means the Registration Rights
Agreement, dated November 25, 2002, among Parent and the other parties thereto.

     "Person" includes any individual, corporation, association, partnership
(general or limited), joint venture, trust, estate, limited liability company or
other legal entity or organization.

     "Public Sale" means a Transfer pursuant to a bona fide underwritten public
offering pursuant to an effective registration statement filed under the
Securities Act or pursuant to Rule 144 under the Securities Act (other than in a
privately negotiated sale).

     "Registrable Shares" means the Shares; provided, that Shares shall cease to
be "Registrable Shares" when such Shares are sold (i) by a Stockholder in a
transaction in which its rights under this Agreement are not assigned, (ii)
pursuant to an effective registration statement under the Securities Act, or
(iii) in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act (including transactions under Rule 144, or a
successor thereto, promulgated under the Securities Act) so that all restrictive
legends with respect thereto, if any, are removed upon the consummation of such
sale; and, provided further, that, with respect to any Transfer by a Stockholder
of Registrable Shares in accordance with this Agreement, such transferee's
Registrable Shares shall be limited to the Registrable Shares received from such
Stockholder hereunder.

     "Shares" means (i) shares of voting stock of Parent or (ii) any other
security of Parent or any successor thereto which is convertible into, or
exercisable or exchangeable for, shares of voting stock of Parent.

     "Standstill Period" means the period from the date hereof through the date
on which Parent issues its first quarterly earnings release after the later to
occur of (i) the Stockholders ceasing to own, in the aggregate, more than 5% of
the then-outstanding shares of Parent


                                       17

Common Stock and (ii) the Stockholder Designee, if any, having resigned from the
Parent Board pursuant to Section 1(d) hereof.

     "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
other disposition or exchange, and "Transferring" or "Transferred" have
correlative meanings.

     "W Holders" means, collectively, Welsh, Carson, Anderson & Stowe IX, L.P.,
a Delaware limited partnership, WD GP Associates LLC and WD Investors LLC.

     (b) When a reference is made in this Agreement to Articles, Sections or
Exhibits, such reference will be to an Article or Section of or Exhibit to this
Agreement unless otherwise indicated. Whenever the words "include," "includes"
or "including" are used in this Agreement, they will be deemed to be followed by
the words "without limitation." Unless the context otherwise requires (i) "or"
is disjunctive but not necessarily exclusive, (ii) words in the singular include
the plural and vice versa, and (iii) the use in this Agreement of a pronoun in
reference to a party hereto includes the masculine, feminine or neuter, as the
context may require. No provision of this Agreement will be interpreted in favor
of, or against, any of the Parties to this Agreement by reason of the extent to
which any such Party or its counsel participated in the drafting thereof or by
reason of the extent to which any such provision is inconsistent with any prior
draft hereof, and no rule of strict construction will be applied against any
party hereto. This Agreement will not be interpreted or construed to require any
Person to take any action, or fail to take any action, if to do so would violate
any applicable Law.

     (c) References to agreements and other documents will be deemed to include
all subsequent amendments and other modifications thereto.

     (d) References to statutes will include all regulations promulgated
thereunder and references to statutes or regulations will be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation.

Section 8. Miscellaneous

     (a) Access to Information. Parent shall permit, and shall cause its direct
and indirect subsidiaries to permit, any representatives designated by any
Stockholder (a "VCOC Stockholder") (x) that is required to be a "venture capital
operating company" pursuant to the terms of its Partnership Agreement or (y) the
assets of which would be considered "plan assets" unless it is considered to be
a venture capital operating company, in each case within the meaning of the
Department of Labor "plan asset" regulation, 29 C.F.R. Section 2510.3-101 (the
"Plan Asset Regulation"), upon reasonable notice, during normal business hours
and in a manner that does not unreasonably interfere with the management and
operation of Parent and/or such subsidiaries to: (i) examine the corporate and
financial records of Parent and such subsidiaries and make copies or extracts of
such records and (ii) discuss the affairs, finances and accounts of any such
entities with the officers and independent accountants of Parent and such
subsidiaries. In addition, Parent shall permit, and shall cause its direct and
indirect subsidiaries to permit, any one representative designated by any VCOC
Stockholder to attend meetings of the Parent Board (to the extent that such VCOC
Stockholder has not designated the Stockholder Designee pursuant to Section
1(a)(ii)(A)) or the board of directors of any such subsidiary as a non-voting
observer (with such rights and privileges as are reasonably necessary or
appropriate such that the right of the VCOC Stockholder to appoint such board
observer shall, collectively with the other rights described in this Section
8(a), constitute "management rights" within the meaning of the Plan Asset
Regulation); provided, that to the extent that any VCOC Stockholder has
appointed the Stockholder Designee to the Parent Board, such VCOC Stockholder
shall designate the Stockholder Designee as its non-voting observer with respect
to the board of directors of each applicable subsidiary. No representative of a
Stockholder will be entitled to the access rights specified in clauses (i) or
(ii) of the first sentence of this Section 8(a) or the rights to attend meetings
of the boards of directors under the second sentence of this Section 8(a) unless
and until such representative has entered into a customary confidentiality
agreement with Parent. Parent will have the right, after reasonable notice, to
require that any representative designated by a Stockholder under this Section
8(a) be replaced with another representative of such Stockholder.

     (b) Successors, Assigns and Transferees. This Agreement will be binding
upon and inure to the benefit of the Parties hereto and their respective legal
representatives, heirs, legatees, successors and assigns and any other
transferee of the Shares that is an Affiliate of a Stockholder and will also
apply to any Shares acquired by Stockholders after the date hereof. This
Agreement is not intended to and does not confer upon any Person other than the
Parties to any rights or remedies under this Agreement. The rights granted to
each Stockholder (together with the related obligations) pursuant to this
Agreement (but not including the rights and obligations of the Stockholder
pursuant to Section 1 of this Agreement and subject to the proviso in


                                       18

Section 2(d)) may be Transferred by such Stockholder to any Person who acquires
from such Stockholder at least 5% of the Parent Common Stock outstanding on the
date of such Transfer; provided, that such Stockholder shall give Parent written
notice at the time of such Transfer stating the name and address of the
transferee and identifying the securities with respect to which such rights are
being assigned. In the event that any Stockholder Transfers all or any portion
of its Shares to any Affiliate of such Stockholder or to any other Person
pursuant to the prior sentence, such transferee will execute a counterpart of
this Agreement in the form attached as Exhibit A hereto and agree to be bound by
the terms hereof other than Section 1 of this Agreement, and be entitled to the
rights provided herein, for all purposes hereunder. Any Affiliate of a
Stockholder that receives Shares hereunder will be considered a "Stockholder"
for all purposes hereunder other than under Sections 1 and 8(a) of this
Agreement. The Company may not assign this Agreement without the written consent
of the Stockholders holding a majority of the Registrable Shares then held by
the Stockholders.

     (c) Specific Performance. The Parties acknowledge and agree that any breach
of the terms of this Agreement would give rise to irreparable harm for which
money damages would not be an adequate remedy, and, accordingly, the Parties
agree that, in addition to any other remedies, each will be entitled to enforce
the terms of this Agreement by a decree of specific performance without the
necessity of proving the inadequacy of money damages as a remedy and without the
necessity of posting bond.

     (d) Governing Law. This Agreement will be governed and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and wholly performed within such state, without regard to any
applicable conflict of laws principles.

     (e) Submission to Jurisdiction; Waiver of Jury Trial. Each of the Parties
hereby agrees that any claim, suit, action or other proceeding, directly or
indirectly, arising out of, under or relating to this Agreement will be heard
and determined in the Chancery Court of the State of Delaware (and each agrees
that no such claim, action, suit or other proceeding relating to this Agreement
will be brought by it or any of its Affiliates except in such court), and the
Parties hereby irrevocably and unconditionally submit to the exclusive
jurisdiction of any such court in any such claim, suit, action or other
proceeding and irrevocably and unconditionally waive the defense of an
inconvenient forum to the maintenance of any such claim, suit, action or other
proceeding. Each of the parties hereto further agrees that, to the fullest
extent permitted by applicable law, service of any process, summons, notice or
document by U.S. registered mail to such Person's address for notice forth in
Section 8(g) will be effective service of process for any claim, action, suit or
other proceeding in Delaware with respect to any matters to which it has
submitted to jurisdiction as set forth above in the immediately preceding
sentence. The Parties hereto hereby agree that a final judgment in any such
claim, suit, action or other proceeding will be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by applicable law. Each of the Parties irrevocably and unconditionally waives,
to the fullest extent permitted by applicable law, any and all rights to trial
by jury in connection with any litigation arising out of or relating to this
Agreement or the transactions contemplated hereby.

     (f) Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.


                                       19

     (g) Notices. All notices and other communications in connection with this
Agreement will be in writing and will be deemed given (and will be deemed to
have been duly given upon receipt) if delivered personally, sent via facsimile
(with confirmation), mailed by registered or certified mail (return receipt
requested) or delivered by an express courier (with confirmation) to the parties
at the following addresses (or at such other address for a party as will be
specified by like notice): (i) for a Stockholder, at the addresses given for
that Stockholder on the list attached hereto as Exhibit B or such other address
as that Stockholder may specify by notice to Parent, and (ii) for Parent, at the
address for Parent set forth at Exhibit B.

     (h) Recapitalization, Exchange, Etc. Affecting Parent's Shares. The
provisions of this Agreement will apply, to the full extent set forth herein,
with respect to any and all Shares of Parent or any successor or assign of
Parent (whether by merger, consolidation, sale of assets, conversion to a
corporation or otherwise) that may be issued in respect of, in exchange for, or
in substitution of, the Shares and will be appropriately adjusted for any
dividends, splits, reverse splits, combinations, recapitalizations, and the like
occurring after the date hereof.

     (i) Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that each party need not
sign the same counterpart.

     (j) Severability. If any term or other provision of this Agreement is
declared invalid, illegal or unenforceable, all other conditions and provisions
of this Agreement will nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby is not
affected in any manner adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
maximum extent possible.

     (k) Amendment. This Agreement may be amended only by written agreement
signed by the Parties. At any time hereafter, Persons acquiring Shares that are
Affiliates of a Stockholder may be made parties hereto by executing a signature
page in the form attached as Exhibit A hereto, which signature page will be
countersigned by Parent and will be attached to this Agreement and become a part
hereof without any further action of any other Party hereto.

     (l) Integration; No Inconsistent Agreements. This Agreement (including the
documents and the instruments referred to in this Agreement) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter of this
Agreement. Except for the G Holders Registration Rights Agreement, which will be
terminated effective before or as of the Effective Time, and the Sponsor
Stockholders Agreement entered into between Parent and the W Holders on the date
hereof, (i) Parent has not entered into and will not enter into any agreement
that is inconsistent with the rights granted to the Stockholders in this
Agreement or that otherwise conflicts with the provisions hereof and (ii) the
rights granted to the Stockholders hereunder do not in any way conflict with,
and are not inconsistent with the rights granted to the holders of Parent's
other issued and outstanding securities under, any such agreements.


                                       20

     (m) Further Assurances. In connection with this Agreement and the
transactions contemplated thereby, each Stockholder will execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and such transactions.

     (n) Current Agreements. Effective at the Effective Time, the following
agreements will without further action be terminated and of no further force and
effect.

          (i) the Current Stockholders Agreement;

          (ii) Agreement Among Members (Dex Holdings LLC) among Carlyle Partners
     III, L.P., Carlyle-Dex Partners L.P., Carlyle-Dex Partners II L.P., Welsh,
     Carson, Anderson & Stowe IX, L.P., WD Investors LLC, Dex Holdings LLC, Dex
     Media, Inc., Dex Media East, Inc. and Dex Media East LLC, dated November 8,
     2002 (as amended);

          (iii) Amended and Restated Management Consulting Agreement, dated as
     of June, 2004, between Dex Media East LLC and The Carlyle Group.;

          (iv) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media East LLC and Welsh, Carson, Anderson & Stowe;

          (v) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media West LLC and The Carlyle Group; and

          (vi) Amended and Restated Management Consulting Agreement, dated as of
     June, 2004, between Dex Media West LLC and Welsh, Carson, Anderson & Stowe.

                  [Remainder of Page Intentionally Left Blank]


                                       21

     IN WITNESS WHEREOF, the Parties have executed this Sponsor Stockholders
Agreement as of the date first above written.

                                        CARLYLE HOLDERS

                                        CARLYLE PARTNERS III, L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By:    /s/ James A. Attwood, Jr.
                                               ---------------------------------
                                        Name:  James A. Attwood, Jr.
                                        Title: Managing Director



                                        CP III COINVESTMENT, L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By:    /s/ James A. Attwood, Jr.
                                               ---------------------------------
                                        Name:  James A. Attwood, Jr.
                                        Title: Managing Director



                                       22

                                        CARLYLE-DEX PARTNERS L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By:    /s/ James A. Attwood, Jr.
                                               ---------------------------------
                                        Name:  James A. Attwood, Jr.
                                        Title: Managing Director



                                        CARLYLE-DEX PARTNERS II L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By:    /s/ James A. Attwood, Jr.
                                               ---------------------------------
                                        Name:  James A. Attwood, Jr.
                                        Title: Managing Director



                                       23

                                        CARLYLE HIGH YIELD PARTNERS, L.P.

                                        By: TCG High Yield, L.L.C.,
                                            its General Partner

                                        By: TCG High Yield Holdings, L.L.C.,
                                            its Managing Member

                                        By: TC Group, L.L.C.,
                                            its Sole Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By:    /s/ James A. Attwood, Jr.
                                               ---------------------------------
                                        Name:  James A. Attwood, Jr.
                                        Title: Managing Director



                                       24

                                        R.H. DONNELLEY CORPORATION


                                        By:    /s/ Robert J. Bush
                                               ---------------------------------
                                        Name:  Robert J. Bush
                                        Title: Vice President, General Counsel
                                               and Corporate Secretary


                                       25

                                    EXHIBIT A

                                 SIGNATURE PAGE
                                     TO THE
                         SPONSOR STOCKHOLDERS AGREEMENT

     By execution of this signature page, ________________________________
hereby agrees to become a party to, be bound by the obligations of and receive
the benefits of the Sponsor Stockholders Agreement, dated as of October 2, 2005,
by and among R.H. Donnelley Corporation, Carlyle Partners III, L.P., CP III
Coinvestment, L.P., Carlyle High Yield Partners, L.P., Carlyle-Dex Partners
L.P., and Carlyle-Dex Partners II L.P.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        Notice Address:

                                        ----------------------------------------

                                        ----------------------------------------

                                        ----------------------------------------


                                        Accepted:

                                        R.H. DONNELLEY CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                    EXHIBIT B

If to any Stockholder:

     c/o The Carlyle Group
     520 Madison Avenue
     41st Floor
     New York, New York 10022
     Attention: James A. Atwood, Jr.
     Facsimile: (212) 381-4901

     with a copy to

     Latham & Watkins LLP
     885 Third Avenue, Suite 1000
     New York, NY 10022
     Attention: R. Ronald Hopkinson
     Facsimile: (212) 751-4864

If to Parent:

     R.H. Donnelley Corporation
     1001 Winstead Drive
     Cary, NC 27531
     Attention: Robert J. Bush
     Vice President, General Counsel and Corporate Secretary
     Facsimile: (919) 279-1518

     with a copy to:

     Jones Day
     222 East 41st Street
     New York, NY 10017
     Attention: John J. Hyland
     Facsimile: (212) 755-7306

EX-10.3

                                                                    Exhibit 10.3

                                SUPPORT AGREEMENT

     This SUPPORT AGREEMENT (the "Agreement"), is entered into as of October 3,
2005, by and among R.H. Donnelley Corporation, a Delaware corporation
("Parent"), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited
partnership ("Welsh Carson IX"), WD GP Associates LLC ("WCAS Coinvest"), and WD
Investors LLC ("WCAS Coinvest II") (each, a "Stockholder" and collectively, the
"Stockholders").

                                    RECITALS:

     A. Dex Media, Inc., a Delaware corporation (the "Company"), Parent and
Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended
from time to time, the "Merger Agreement"), pursuant to which the Company will
be merged with and into Merger Sub with Merger Sub as the surviving company (the
"Merger"); and

     B. As an inducement and a condition to entering into the Merger Agreement,
Parent has required that Stockholders agree, and Stockholders have agreed, to
enter into this Agreement.

     NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 Certain Definitions. Capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement. In addition,
for purposes of this Agreement, the following terms have the following meanings
when used herein with initial capital letters:

          (a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as determined
pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" within the meaning of Section 13(d) of the
Exchange Act with respect to the securities of the same issuer and includes all
securities Beneficially Owned by a Person's Affiliates. Notwithstanding anything
in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company
Sponsors, are intended to be a "group" for purposes of Rule 13d-5 of the
Exchange Act and nothing in this Agreement will be interpreted in a manner that
requires that they be deemed to be a "group" thereunder.

          (b) "Affiliate" means, with respect to any Person, any Person who,
directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the specified Person and for this
purpose control means the possession of the power, direct or indirect, to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting shares, by contract or otherwise. For purposes
of this Agreement, (i) none of the following will be deemed to be an Affiliate
of any Stockholder: (A) the Company, (B) any portfolio company of the
Stockholders or their Affiliates, (C) any limited

partner of the Stockholders or their Affiliates or (D) any investment fund that
does not share the same general partner as such Stockholder, (ii) no Company
Sponsor will be deemed to be an Affiliate of the other Company Sponsor and (iii)
A.S.F. Co-Investment Partners, L.P. will not be deemed to be an Affiliate of any
Stockholder.

          (c) "Existing Shares" has the meaning set forth in Section 3.1(a).

          (d) "Securities" means the Existing Shares together with any shares of
Company Common Stock or other voting securities of the Company acquired by a
Stockholder or any of its Affiliates after the date hereof and prior to the
termination of this Agreement whether upon the exercise of options, warrants or
rights, the conversion or exchange of convertible or exchangeable securities, or
by means of purchase, dividend, distribution, split-up, recapitalization,
combination, exchange of shares or the like, gift, bequest, inheritance or as a
successor in interest in any capacity or otherwise; provided, however, to the
extent that Securities represent more than 20% of the total issued and
outstanding voting shares of the Company at any relevant time, then for purposes
of Sections 2.2(a) and (b) and 2.3, the term "Securities" will be deemed to
refer to Securities representing 20% of the total issued and outstanding voting
shares of the Company at such time (other than in respect of a stockholder vote
following an Adverse Recommendation Change by the Company Board that was
approved by a majority of the members of the Company Board who are not
affiliated with either of the Company Sponsors (as defined in the Merger
Agreement) (provided, that the designation of such directors by the Company
Sponsors pursuant to Section 1(a)(ii)(D) of the Current Stockholders Agreement
(as defined in the Stockholders Agreement) shall not cause such directors to be
deemed to be affiliated with the Company Sponsors), in which case the references
to "20%" in this proviso shall be references to "15%").

          (e) "Stockholders Agreement" means the Sponsor Stockholders Agreement,
dated as of the date hereof, between Parent and the Stockholders.

                                    ARTICLE 2

                            AGREEMENTS OF THE PARTIES

     2.1 Disclosure. Each Stockholder hereby agrees to permit Parent to publish
and disclose in the Form S-4 and the Joint Proxy Statement (including all
documents and schedules filed with the SEC), and any press release or other
disclosure document which Parent determines to be necessary or desirable in
connection with the Merger and any transactions related thereto, such
Stockholder's identity and ownership of Company Common Stock and the nature of
its representations, warranties and covenants in this Agreement. Parent will
provide each Stockholder with a copy of any proposed disclosure and will provide
each Stockholder with a reasonable opportunity to comment thereon.

     2.2 Voting of Company Common Stock. (a) During the period commencing on the
date hereof and continuing until the earlier of (i) the Effective Time and (ii)
termination of the Merger Agreement in accordance with its terms (the "Support
Period"), at the Company Stockholders Meeting or at any adjournment,
postponement or continuation thereof or in any other circumstances (including
any other annual or special meeting of the stockholders of the


                                       2

Company or any action by prior written consent) occurring prior to the Company
Stockholders Meeting in which a vote, consent or other approval with respect to
the adoption of the Merger Agreement or any other Acquisition Proposal (whether
or not a Superior Proposal) with respect to the Company is sought, each
Stockholder hereby irrevocably and unconditionally agrees to vote or to cause to
be voted all of such Stockholder's Securities (A) in favor of the adoption of
the Merger Agreement and (B) against (1) any other Acquisition Proposal (whether
or not a Superior Proposal) with respect to the Company, (2) any proposal for
any merger, consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of the Company or any of its subsidiaries
that is in competition or inconsistent with the adoption of the Merger
Agreement, or any proposal to effect the foregoing which is made in opposition
to or in competition with the adoption of the Merger Agreement, (3) any
liquidation or winding up of the Company, (4) any extraordinary dividend by the
Company (other than the payment of any cash dividend that the Company is
expressly permitted to make under the Merger Agreement), (5) any change in the
capital structure of the Company (other than any change in capital structure
resulting from the Merger or expressly permitted under the Merger Agreement) and
(6) any other action that would reasonably be expected to (x) impede, delay,
postpone or interfere with the Merger or (y) result in a breach of any of the
covenants, representations, warranties or other obligations or agreements of the
Company under the Merger Agreement that would reasonably be expected to
materially adversely affect the Company.

          (b) From and after the date hereof until the earlier of the (i)
Effective Time and (ii) date on which the Merger Agreement is terminated in
accordance with its terms for any reason (the "Restricted Period"), except as
otherwise permitted by this Agreement or the Merger Agreement or as required by
order of a court of competent jurisdiction, each Stockholder will not commit any
act that could restrict or otherwise affect such Stockholder's legal power,
authority and right to vote all of its Securities as required by this Agreement,
including entering into any voting agreement with any Person or entity with
respect to any of its Securities, granting any Person or entity any proxy
(revocable or irrevocable) or power of attorney with respect to any of its
Securities, depositing any of its Securities in a voting trust or otherwise
entering into any agreement or arrangement with any Person or entity limiting or
affecting the Stockholder's legal power, authority or right to vote its
Securities in favor of the adoption of the Merger Agreement.

     2.3 Proxy. For the duration of the Restricted Period, each Stockholder
hereby appoints Parent and any designee of Parent, each of them individually,
its proxy and attorney-in-fact, with full power of substitution and
resubstitution to vote or act by written consent with respect to all of such
Stockholder's Securities which it has the right to vote (i) in accordance with
Section 2.2 and (ii) to sign its name (as a stockholder of the Company) to any
consent, certificate or other document relating to the Company that the DGCL or
the law of the State of Delaware may permit or require in connection with any
matter referred to in Section 2.2. This proxy is given to secure the performance
of the duties and obligations of such Stockholder under this Agreement. Each
Stockholder affirms that the proxy granted hereunder is coupled with an interest
and is irrevocable until termination of the Restricted Period, whereupon such
proxy and power of attorney will automatically terminate. Each Stockholder will
take such further action and execute such other instruments as may be necessary
to effectuate the intent of this proxy. Each Stockholder represents that any
proxy heretofore given by it in respect of such Securities is not irrevocable,
and hereby revokes any and all such proxies.


                                       3


      2.4 Restriction on Transfers; Restrictions on Acquisitions. Without
limiting the generality or effect of Section 2.2(b), during the period (the
"Sale Restriction Period") commencing on the date hereof and continuing until
the first to occur of (i) such date that is three months after the Effective
Time and (ii) the termination of the Merger Agreement in accordance with its
terms, each Stockholder agrees that it will not, directly or indirectly,
Transfer, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the Transfer of, any or all of the
Securities or any Parent Common Stock into which the Securities are converted in
the Merger or any interest therein, except as otherwise provided in this
Agreement.

     2.5 No Solicitation. (a) Except as permitted by Section 6.10 of the Merger
Agreement, each Stockholder will not, and such Stockholder will direct and use
its reasonable best efforts to cause its and its Affiliates' respective
officers, directors, employees, investment bankers, consultants, attorneys,
accountants, agents and other representatives not to, directly or indirectly,
take any action to solicit, initiate or knowingly encourage or facilitate the
making of any Acquisition Proposal or any inquiry with respect thereto or engage
in discussions or negotiations with any Person with respect thereto, or disclose
any nonpublic information or afford access to books or records to, any Person
that has made, or to the Stockholder's knowledge is considering making, any
Acquisition Proposal, or approve or recommend, or propose to approve or
recommend, or execute or enter into any letter of intent, agreement in
principle, merger agreement, option agreement, acquisition agreement or other
similar agreement relating to an Acquisition Proposal, or propose publicly or
agree to do any of the foregoing relating to an Acquisition Proposal.

          (b) Except as permitted by Section 6.10 of the Merger Agreement, the
Stockholder (A) will, and will cause its Affiliates to, immediately cease and
cause to be terminated and will use reasonable best efforts to cause its and
their officers, directors, employees, investment bankers, consultants,
attorneys, accountants, agents and other representatives to, immediately cease
and cause to be terminated, all discussions and negotiations, if any, that have
taken place prior to the date hereof with any Persons with respect to any
Acquisition Proposal and (B) will promptly request each Person, if any, that has
executed a confidentiality agreement within one year prior to the date hereof in
connection with its consideration of any Acquisition Proposal to return or
destroy all confidential information heretofore furnished to such Person by or
on behalf of it or any of its Affiliates. In the event a Stockholder receives an
Acquisition Proposal, any indication of which a Stockholder has knowledge that
any Person is considering making an Acquisition Proposal, or any request for
nonpublic information relating to the Stockholder, the Company or any Company
Subsidiary by any Person that has made, or to the Stockholder's knowledge may be
considering making, an


                                       4

Acquisition Proposal, the Stockholder will (i) promptly (and in no event later
than 48 hours after receipt of any Acquisition Proposal) notify (which notice
will be provided orally and in writing and will identify the Person making such
Acquisition Proposal or request and set forth the material terms thereof) Parent
thereof and (ii) will keep Parent reasonably and promptly informed of the status
and material terms of (including with respect to changes to the status or
material terms of) any such Acquisition Proposal or request and will provide as
soon as practicable after receipt copies of any correspondence and other written
materials sent or provided to the Stockholders in connection therewith.

          (c) It is understood that any violation of the restrictions set forth
in this Section 2.5 by any officer, director, employee, investment banker,
consultant, attorney, accountant, agent or other representative of such
Stockholder or any of its Affiliates, at the direction or with the consent of
such Stockholder or any of its Affiliates, will be deemed to be a breach of this
Section 2.5 by such Stockholder.

          (d) Nothing in this Agreement will be deemed to require any
Stockholder or representative of any Stockholder who is also a member of the
Company Board to take any action or refrain from taking any action in his or her
capacity as a member of the Company Board to the extent such action is permitted
by Section 6.10 of the Merger Agreement.

          (e) The provisions of this Section 2.5 will remain in effect only
during the Support Period and nothing herein will prevent the Stockholders from
participating in discussions, negotiations or furnishing information with
respect to an Acquisition Proposal if the Company would be permitted to
participate in such discussions, negotiations or furnish such information
pursuant to the terms and conditions of the Merger Agreement.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of Stockholders. Each Stockholder hereby
represents and warrants to Parent as follows as to itself:

          (a) Ownership of Shares. Such Stockholder is the sole record and
Beneficial Owner of the number of shares of Company Common Stock listed on
Schedule 3.1(a) opposite such Stockholder's name (the "Existing Shares") and
such shares constitute all of the shares of capital stock of the Company owned
of record or Beneficially Owned by such Stockholder. Such Stockholder has sole
voting power and sole power to issue instructions with respect to the matters
set forth in Sections 2.2 and 2.3 hereof, sole power of disposition, sole power
of conversion, sole power to demand appraisal rights and sole power to agree to
all of the matters set forth in this Agreement, in each case with respect to all
of the Existing Shares with no limitations, qualifications or restrictions on
such rights, subject to applicable securities laws, and the terms of this
Agreement.

          (b) Authority; No Violation. Such Stockholder has the requisite power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of


                                       5

the transactions contemplated hereby have been duly and validly approved by such
Stockholder (or, if applicable, its managing members or general partners) and no
other corporate, partnership or similar proceedings on the part of such
Stockholder are necessary for it to approve this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and (assuming due authorization,
execution and delivery by Parent and the other Stockholders party hereto)
constitutes the valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms (except as may be limited
by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or
similar Laws affecting the rights of creditors generally and the availability of
equitable remedies).

          (c) No Conflicts. Except for filings, authorizations, consents and
approvals as may be required under the Exchange Act and the HSR Act, (i) no
filing with, and no permit, authorization, consent or approval of, any state or
federal Governmental Entity is necessary for the execution of this Agreement by
such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder nor the consummation of the transactions
contemplated hereby, nor compliance by such Stockholder or any other party
thereto with any of the terms or provisions of this Agreement, will (A) violate
any provision of such Stockholder's organizational documents, (B) violate any
Injunction or any statute, code, ordinance, rule, regulation, judgment, order,
writ or decree applicable to such Stockholder, any of its Affiliates or any of
their respective properties or assets, or (C) violate, conflict with, result in
a breach of any provision of or the loss of any benefit under, constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any Liens upon any of the respective properties or
assets of such Stockholder under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which such Stockholder is a party, or by which
it or any of its respective properties or assets may be bound or affected.

          (d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Sections 2.2 and 2.3 hereof, the applicable
Existing Shares are and at all times during the term hereof, will be,
Beneficially Owned by such Stockholder, free and clear of all Liens, claims,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.

          (e) No Finder's Fees. No broker, investment banker, financial advisor
or other Person is entitled to payment from the Company or Parent or any of
their respective Subsidiaries of any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of such
Stockholder.

          (f) Reliance by Parent. Such Stockholder understands and acknowledges
that Parent is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement.


                                       6

     3.2 Representations and Warranties of Parent. Parent hereby represents and
warrants to each Stockholder as follows:

          (a) Authority; No Violation. Parent has the requisite corporate power
and authority to execute and deliver this Agreement and the Merger Agreement and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and the Merger Agreement and the consummation of
the transactions contemplated hereby and thereby have been duly and validly
approved by the Parent Board and no other corporate proceedings on the part of
Parent are necessary to approve this Agreement and to consummate the
transactions contemplated hereby. This Agreement and the Merger Agreement have
been duly and validly executed and delivered by Parent and (assuming due
authorization, execution and delivery by each Stockholder) each constitutes the
valid and binding obligations of Parent, enforceable against Parent in
accordance with its terms (except as may be limited by bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization or similar Laws affecting the
rights of creditors generally and the availability of equitable remedies).

          (b) No Conflicts. Except for filings, authorizations, consents and
approvals as may be required under the Exchange Act and the HSR Act, (i) no
filing with, and no permit, authorization, consent or approval of, any state or
federal Governmental Entity is necessary for the execution of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
and (ii) none of the execution and delivery of this Agreement and the Merger
Agreement by Parent, nor the consummation of the transactions contemplated
hereby and thereby, nor compliance by Parent with any of the terms or provisions
of this Agreement and the Merger Agreement will (A) violate any provision of the
Parent Charter or the Parent Bylaws, (B) violate any Injunction or any statute,
code, ordinance, rule, regulation, judgment, order, writ or decree applicable to
Parent, any of the Parent Subsidiaries or any of their respective properties or
assets, or (C) violate, conflict with, result in a breach of any provision of or
the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate
the performance required by, or result in the creation of any Lien upon any of
the respective properties or assets of Parent or any of the Parent Subsidiaries
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which Parent or any of the Parent Subsidiaries is a party, or by
which they or any of their respective properties or assets may be bound or
affected.

          (c) No Finder's Fees. No broker, investment banker, financial advisor
or other Person is entitled to payment from any Stockholder or any of its
Affiliates of any broker's, finder's, financial adviser's or other similar fee
or commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Parent.

                                    ARTICLE 4

                                OTHER AGREEMENTS

     4.1 Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants
to, Parent that such Stockholder will not request that the Company register the
transfer (book-entry


                                       7

or otherwise) of any certificate or uncertificated interest representing any of
the Securities, unless such transfer is made in compliance with this Agreement.

          (b) In the event of a stock dividend or distribution, or any change in
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like (other than
pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" and
"Securities" will be deemed to refer to and include the shares of Company Common
Stock as well as all such stock dividends and distributions and any shares into
which or for which any or all of the Securities may be changed or exchanged and
appropriate adjustments will be made to the terms and provisions of this
Agreement.

          (c) Each Stockholder agrees that it will duly execute and deliver to
Parent an affiliate's letter prior to the Closing in the form attached to the
Merger Agreement.

          (d) Each Stockholder agrees that it will promptly after the date
hereof surrender to the Company all certificates representing the Securities,
and the Company will place the following legend on such certificates in addition
to any other legend required thereon:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, DATED AS OF
OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN
STOCKHOLDERS OF DEX MEDIA, INC. SIGNATORY THERETO."

          (e) Promptly (but in any event not later than five Business Days)
following the earlier of (i) the termination of the Merger Agreement for any
reason in accordance with its terms, (ii) the expiration of the Sale Restriction
Period, if applicable and (iii) such time as any portion of the Securities
(including Parent Common Stock) may be sold in a transaction permitted by the
Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and
the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any
legended certificate representing all or such portion of Securities to be sold,
as applicable, the Company will issue a replacement certificate without the
foregoing legend to the relevant Stockholder.

          (f) The provisions of this Section 4.1 relating to the legend on
certificates will, after the Effective Time, apply equally to certificates
representing Parent Common Stock into which Securities are converted in the
Merger.

     4.2 Termination. This Agreement will terminate upon the earlier of:

          (a) the termination of the Merger Agreement in accordance with its
terms; or

          (b) the Effective Time;

provided, that in the event that this Agreement terminates pursuant to Section
4.2(b), Section 2.4 and Articles IV and V will survive in accordance with their
terms.

     4.3 Further Assurances. From time to time, at the other party's request and
without further consideration, each party hereto will execute and deliver such
additional documents and


                                       8

take all such further lawful action as may be necessary or desirable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

                                    ARTICLE 5

                               GENERAL PROVISIONS

     5.1 Modification or Amendment. Subject to the provisions of applicable law,
at any time prior to the Effective Time, this Agreement may be amended, modified
or supplemented only, and any provisions herein may be waived only, in writing
executed by the parties hereto.

     5.2 Waiver of Conditions. The conditions to each of the parties'
obligations to perform the agreements herein are for the sole benefit of such
party and may be waived by such party in whole or in part to the extent
permitted by applicable law.

     5.3 Expenses and Fees. Except for registration and related expenses
addressed by the Sponsor Stockholders Agreement, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated by this
Agreement will be paid by the party incurring such expense.

     5.4 Notices. All notices and other communications in connection with this
Agreement must be in writing and will be deemed given if delivered personally,
sent via facsimile (with confirmation), mailed by registered or certified mail
(return receipt requested) or delivered by an express courier (with
confirmation) to the parties at the following addresses (or at such other
address for a party as will be specified by like notice):

          (a)  if to Parent to:

               R.H. Donnelley Corporation
               1001 Winstead Drive
               Cary, NC 27531
               Attention: Robert J. Bush
               Vice President, General Counsel and Corporate Secretary
               Facsimile: (919) 279-1518

               with a copy to (which copy shall not constitute notice):

               Jones Day
               222 East 41st Street
               New York, NY 10017
               Attention: John J. Hyland
               Facsimile: (212) 755-7306

          (b)  if to any Stockholder, to:


                                       9

               c/o/ Welsh, Carson, Anderson & Stowe
               320 Park Avenue
               Suite 2500
               New York, New York 10022
               Attention: Anthony J. deNicola
               Facsimile: (212) 893-9548

               with a copy to (which copy shall not constitute notice):

               Latham & Watkins LLP
               885 Third Avenue, Suite 1000
               New York, NY 10022
               Attention: R. Ronald Hopkinson
               Facsimile: (212) 751-4864

     5.5 Obligations of Parent and of the Stockholders. Whenever this Agreement
requires any Parent Subsidiary to take any action, such requirement will be
deemed to include an undertaking on the part of Parent to cause such Parent
Subsidiary to take such action. Whenever this Agreement requires an Affiliate of
a Stockholder to take any action, such requirement will be deemed to include an
undertaking on the part of each Stockholder to cause such Affiliate to take such
action.

     5.6 Severability. The provisions of this Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the
validity or enforceability or the other provisions hereof. If any provision of
this Agreement, or the application thereof to any Person or any circumstance is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable the remaining provisions hereof, will, subject to the following
sentence, remain in full force and effect and will in no way be affected
impaired or invalidated thereby, so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
either party. Upon such determination, the parties will negotiate in good faith
in an effort to agree upon such a suitable and equitable provision to effect the
original intent of the parties.

     5.7 Interpretation. (a) When a reference is made in this Agreement to
Articles, Sections or Schedules, such reference will be to a Article or Section
of or Schedule to this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and will not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they will be
deemed to be followed by the words "without limitation." Unless the context
otherwise requires, (i) "or" is disjunctive but not necessarily exclusive, (ii)
words in the singular include the plural and vice versa, and (iii) the use in
this Agreement of a pronoun in reference to a party hereto includes the
masculine, feminine or neuter, as the context may require. All schedules hereto
will be deemed part of this Agreement and included in any reference to this
Agreement. This Agreement will not be interpreted or construed to require any
Person to take any action, or fail to take any action, if to do so would violate
any applicable law.


                                       10

All representations, warranties and covenants of the Stockholders in this
Agreement are made severally and not jointly.

          (b) The parties have participated equally in negotiating and drafting
this Agreement. In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by
the parties, and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any provision of this
Agreement.

     5.8 Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that each party need not
sign the same counterpart.

     5.9 Entire Agreement. This Agreement (including the documents and the
instruments referred to in this Agreement) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement.

     5.10 Governing Law. This Agreement will be governed and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and wholly performed within such state, without regard to any
applicable conflict of laws principles.

     5.11 Assignment; Third Party Beneficiaries. Neither this Agreement nor any
of the rights, interests or obligations under this Agreement may be assigned or
delegated by any of the parties (whether by operation of law or otherwise)
without the prior written consent of the Stockholders, in the case of Parent, or
Parent, in the case of the Stockholders. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
each of the parties and their respective successors and assigns. This Agreement
(including the documents and instruments referred to in this Agreement) is not
intended to and does not confer upon any Person other than the parties hereto
any rights or remedies under this Agreement.

     5.12 Merger Agreement. Parent acknowledges that the Stockholders have been
induced to enter into this Agreement based on the terms and conditions of the
Merger Agreement as in effect on the date hereof. Accordingly, any amendment or
modification to the Merger Agreement that (a) decreases the Exchange Ratio or
the Cash Consideration or (b) substitutes other consideration for the Parent
Common Stock into which Company Common Stock will be converted in the Merger,
that is made without Stockholders' prior written consent will, at Stockholders'
sole election upon written notice to Parent, irrevocably release the
Stockholders and Parent from any or all obligations under this Agreement.

     5.13 Enforcement of Agreement. The parties hereto agree that irreparable
damage would occur in the event that this Agreement were not performed in
accordance with its specific terms or were otherwise breached. It is accordingly
agreed that the parties will be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the


                                       11

terms and provisions hereof in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity.

                  [Remainder of Page Intentionally Left Blank]


                                       12

     IN WITNESS WHEREOF, Parent and Stockholders have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
date first above written.

                                        WCAS HOLDERS

                                        WELSH, CARSON, ANDERSON & STOWE IX, L.P.

                                        By: WCAS IX Associates, LLC,
                                            its General Partner


                                        By: /s/ Jonathan Rather
                                            ------------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member


                                        WD GP ASSOCIATES LLC


                                        By: /s/ Jonathan Rather
                                            ------------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member


                                        WD INVESTORS LLC

                                        By: WCAS IX Associates LLC,
                                            its Manager


                                        By: /s/ Jonathan Rather
                                            ------------------------------------
                                        Name: Jonathan Rather
                                        Title: Managing Member

                                        R.H. DONNELLEY CORPORATION


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                              ----------------------------------
                                        Title: Vice President, General Counsel
                                               ---------------------------------
                                               & Corporate Secretary
                                               ---------------------------------


                                                               Schedule 3.1(d)

                             OWNERSHIP OF SHARES OF
                              COMPANY COMMON STOCK

                 Stockholder                                Existing Shares
- -------------------------------------------------------------------------------

  Welsh, Carson, Anderson & Stowe IX, L.P.                     24,764,558
            WD GP Associates LLC                               12,202,970
              WD Investors LLC                                    742,955

EX-10.4

                                                                    Exhibit 10.4

                                SUPPORT AGREEMENT

     This SUPPORT AGREEMENT (the "Agreement"), is entered into as of October 3,
2005, by and among R.H. Donnelley Corporation, a Delaware corporation
("Parent"), Carlyle Partners III, L.P., a Delaware limited partnership ("CP
III"), CP III Coinvestment, L.P., a Delaware limited partnership ("Carlyle
Coinvest"), Carlyle High Yield Partners, L.P., a Delaware limited partnership
("CHYP Coinvest"), Carlyle-Dex Partners L.P., a Delaware limited partnership
("Carlyle Coinvest I"), and Carlyle-Dex Partners II L.P., a Delaware limited
partnership ("Carlyle Coinvest II") (each, a "Stockholder" and collectively, the
"Stockholders").

                                    RECITALS:

     A. Dex Media, Inc., a Delaware corporation (the "Company"), Parent and
Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (as amended
from time to time, the "Merger Agreement"), pursuant to which the Company will
be merged with and into Merger Sub with Merger Sub as the surviving company (the
"Merger"); and

     B. As an inducement and a condition to entering into the Merger Agreement,
Parent has required that Stockholders agree, and Stockholders have agreed, to
enter into this Agreement.

     NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 Certain Definitions. Capitalized terms used and not defined herein have
the respective meanings ascribed to them in the Merger Agreement. In addition,
for purposes of this Agreement, the following terms have the following meanings
when used herein with initial capital letters:

          (a) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as determined
pursuant to Rule 13d-3 under the Exchange Act. Without duplicative counting of
the same securities by the same holder, securities Beneficially Owned by a
Person include securities Beneficially Owned by all other Persons with whom such
Person would constitute a "group" within the meaning of Section 13(d) of the
Exchange Act with respect to the securities of the same issuer and includes all
securities Beneficially Owned by a Person's Affiliates. Notwithstanding anything
in this Agreement, neither (i) the Stockholders and Parent nor (ii) the Company
Sponsors, are intended to be a "group" for purposes of Rule 13d-5 of the
Exchange Act and nothing in this Agreement will be interpreted in a manner that
requires that they be deemed to be a "group" thereunder.

          (b) "Affiliate" means, with respect to any Person, any Person who,
directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the specified Person and for this
purpose control means the possession of the power, direct or indirect, to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting shares, by contract or otherwise. For purposes
of this

Agreement, (i) none of the following will be deemed to be an Affiliate of any
Stockholder: (A) the Company, (B) any portfolio company of the Stockholders or
their Affiliates, (C) any limited partner of the Stockholders or their
Affiliates or (D) any investment fund that does not share the same general
partner as such Stockholder and (ii) no Company Sponsor will be deemed to be an
Affiliate of the other Company Sponsor.

          (c) "Existing Shares" has the meaning set forth in Section 3.1(a).

          (d) "Securities" means the Existing Shares together with any shares of
Company Common Stock or other voting securities of the Company acquired by a
Stockholder or any of its Affiliates after the date hereof and prior to the
termination of this Agreement whether upon the exercise of options, warrants or
rights, the conversion or exchange of convertible or exchangeable securities, or
by means of purchase, dividend, distribution, split-up, recapitalization,
combination, exchange of shares or the like, gift, bequest, inheritance or as a
successor in interest in any capacity or otherwise; provided, however, to the
extent that Securities represent more than 20% of the total issued and
outstanding voting shares of the Company at any relevant time, then for purposes
of Sections 2.2(a) and (b) and 2.3, the term "Securities" will be deemed to
refer to Securities representing 20% of the total issued and outstanding voting
shares of the Company at such time (other than in respect of a stockholder vote
following an Adverse Recommendation Change by the Company Board that was
approved by a majority of the members of the Company Board who are not
affiliated with either of the Company Sponsors (as defined in the Merger
Agreement) (provided, that the designation of such directors by the Company
Sponsors pursuant to Section 1(a)(ii)(D) of the Current Stockholders Agreement
(as defined in the Stockholders Agreement) shall not cause such directors to be
deemed to be affiliated with the Company Sponsors), in which case the references
to "20%" in this proviso shall be references to "15%").

          (e) "Stockholders Agreement" means the Sponsor Stockholders Agreement,
dated as of the date hereof, between Parent and the Stockholders.

                                    ARTICLE 2

                            AGREEMENTS OF THE PARTIES

     2.1 Disclosure. Each Stockholder hereby agrees to permit Parent to publish
and disclose in the Form S-4 and the Joint Proxy Statement (including all
documents and schedules filed with the SEC), and any press release or other
disclosure document which Parent determines to be necessary or desirable in
connection with the Merger and any transactions related thereto, such
Stockholder's identity and ownership of Company Common Stock and the nature of
its representations, warranties and covenants in this Agreement. Parent will
provide each Stockholder with a copy of any proposed disclosure and will provide
each Stockholder with a reasonable opportunity to comment thereon.

     2.2 Voting of Company Common Stock. (a) During the period commencing on the
date hereof and continuing until the earlier of (i) the Effective Time and (ii)
termination of the Merger Agreement in accordance with its terms (the "Support
Period"), at the Company Stockholders Meeting or at any adjournment,
postponement or continuation thereof or in any


                                       2

other circumstances (including any other annual or special meeting of the
stockholders of the Company or any action by prior written consent) occurring
prior to the Company Stockholders Meeting in which a vote, consent or other
approval with respect to the adoption of the Merger Agreement or any other
Acquisition Proposal (whether or not a Superior Proposal) with respect to the
Company is sought, each Stockholder hereby irrevocably and unconditionally
agrees to vote or to cause to be voted all of such Stockholder's Securities (A)
in favor of the adoption of the Merger Agreement and (B) against (1) any other
Acquisition Proposal (whether or not a Superior Proposal) with respect to the
Company, (2) any proposal for any merger, consolidation, sale of assets,
business combination, share exchange, reorganization or recapitalization of the
Company or any of its subsidiaries that is in competition or inconsistent with
the adoption of the Merger Agreement, or any proposal to effect the foregoing
which is made in opposition to or in competition with the adoption of the Merger
Agreement, (3) any liquidation or winding up of the Company, (4) any
extraordinary dividend by the Company (other than the payment of any cash
dividend that the Company is expressly permitted to make under the Merger
Agreement), (5) any change in the capital structure of the Company (other than
any change in capital structure resulting from the Merger or expressly permitted
under the Merger Agreement) and (6) any other action that would reasonably be
expected to (x) impede, delay, postpone or interfere with the Merger or (y)
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of the Company under the Merger Agreement that would
reasonably be expected to materially adversely affect the Company.

          (b) From and after the date hereof until the earlier of the (i)
Effective Time and (ii) date on which the Merger Agreement is terminated in
accordance with its terms for any reason (the "Restricted Period"), except as
otherwise permitted by this Agreement or the Merger Agreement or as required by
order of a court of competent jurisdiction, each Stockholder will not commit any
act that could restrict or otherwise affect such Stockholder's legal power,
authority and right to vote all of its Securities as required by this Agreement,
including entering into any voting agreement with any Person or entity with
respect to any of its Securities, granting any Person or entity any proxy
(revocable or irrevocable) or power of attorney with respect to any of its
Securities, depositing any of its Securities in a voting trust or otherwise
entering into any agreement or arrangement with any Person or entity limiting or
affecting the Stockholder's legal power, authority or right to vote its
Securities in favor of the adoption of the Merger Agreement.

     2.3 Proxy. For the duration of the Restricted Period, each Stockholder
hereby appoints Parent and any designee of Parent, each of them individually,
its proxy and attorney-in-fact, with full power of substitution and
resubstitution to vote or act by written consent with respect to all of such
Stockholder's Securities which it has the right to vote (i) in accordance with
Section 2.2 and (ii) to sign its name (as a stockholder of the Company) to any
consent, certificate or other document relating to the Company that the DGCL or
the law of the State of Delaware may permit or require in connection with any
matter referred to in Section 2.2. This proxy is given to secure the performance
of the duties and obligations of such Stockholder under this Agreement. Each
Stockholder affirms that the proxy granted hereunder is coupled with an interest
and is irrevocable until termination of the Restricted Period, whereupon such
proxy and power of attorney will automatically terminate. Each Stockholder will
take such further action and execute such other instruments as may be necessary
to effectuate the intent of this proxy. Each Stockholder represents that any
proxy heretofore given by it in respect of such Securities is not irrevocable,
and hereby revokes any and all such proxies.


                                       3


      2.4 Restriction on Transfers; Restrictions on Acquisitions. Without
limiting the generality or effect of Section 2.2(b), during the period (the
"Sale Restriction Period") commencing on the date hereof and continuing until
the first to occur of (i) such date that is three months after the Effective
Time and (ii) the termination of the Merger Agreement in accordance with its
terms, each Stockholder agrees that it will not, directly or indirectly,
Transfer, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the Transfer of, any or all of the
Securities or any Parent Common Stock into which the Securities are converted in
the Merger or any interest therein, except as otherwise provided in this
Agreement.

     2.5 No Solicitation. (a) Except as permitted by Section 6.10 of the Merger
Agreement, each Stockholder will not, and such Stockholder will direct and use
its reasonable best efforts to cause its and its Affiliates' respective
officers, directors, employees, investment bankers, consultants, attorneys,
accountants, agents and other representatives not to, directly or indirectly,
take any action to solicit, initiate or knowingly encourage or facilitate the
making of any Acquisition Proposal or any inquiry with respect thereto or engage
in discussions or negotiations with any Person with respect thereto, or disclose
any nonpublic information or afford access to books or records to, any Person
that has made, or to the Stockholder's knowledge is considering making, any
Acquisition Proposal, or approve or recommend, or propose to approve or
recommend, or execute or enter into any letter of intent, agreement in
principle, merger agreement, option agreement, acquisition agreement or other
similar agreement relating to an Acquisition Proposal, or propose publicly or
agree to do any of the foregoing relating to an Acquisition Proposal.

          (b) Except as permitted by Section 6.10 of the Merger Agreement, the
Stockholder (A) will, and will cause its Affiliates to, immediately cease and
cause to be terminated and will use reasonable best efforts to cause its and
their officers, directors, employees, investment bankers, consultants,
attorneys, accountants, agents and other representatives to, immediately cease
and cause to be terminated, all discussions and negotiations, if any, that have
taken place prior to the date hereof with any Persons with respect to any
Acquisition Proposal and (B) will promptly request each Person, if any, that has
executed a confidentiality agreement within one year prior to the date hereof in
connection with its consideration of any Acquisition Proposal to return or
destroy all confidential information heretofore furnished to such Person by or
on behalf of it or any of its Affiliates. In the event a Stockholder receives an
Acquisition Proposal, any indication of which a Stockholder has knowledge that
any Person is considering making an Acquisition Proposal, or any request for
nonpublic information relating to the Stockholder, the Company or any Company
Subsidiary by any Person that has made, or to the Stockholder's knowledge may be
considering making, an


                                       4

Acquisition Proposal, the Stockholder will (i) promptly (and in no event later
than 48 hours after receipt of any Acquisition Proposal) notify (which notice
will be provided orally and in writing and will identify the Person making such
Acquisition Proposal or request and set forth the material terms thereof) Parent
thereof and (ii) will keep Parent reasonably and promptly informed of the status
and material terms of (including with respect to changes to the status or
material terms of) any such Acquisition Proposal or request and will provide as
soon as practicable after receipt copies of any correspondence and other written
materials sent or provided to the Stockholders in connection therewith.

          (c) It is understood that any violation of the restrictions set forth
in this Section 2.5 by any officer, director, employee, investment banker,
consultant, attorney, accountant, agent or other representative of such
Stockholder or any of its Affiliates, at the direction or with the consent of
such Stockholder or any of its Affiliates, will be deemed to be a breach of this
Section 2.5 by such Stockholder.

          (d) Nothing in this Agreement will be deemed to require any
Stockholder or representative of any Stockholder who is also a member of the
Company Board to take any action or refrain from taking any action in his or her
capacity as a member of the Company Board to the extent such action is permitted
by Section 6.10 of the Merger Agreement.

          (e) The provisions of this Section 2.5 will remain in effect only
during the Support Period and nothing herein will prevent the Stockholders from
participating in discussions, negotiations or furnishing information with
respect to an Acquisition Proposal if the Company would be permitted to
participate in such discussions, negotiations or furnish such information
pursuant to the terms and conditions of the Merger Agreement.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

     3.1 Representations and Warranties of Stockholders. Each Stockholder hereby
represents and warrants to Parent as follows as to itself:

          (a) Ownership of Shares. Such Stockholder is the sole record and
Beneficial Owner of the number of shares of Company Common Stock listed on
Schedule 3.1(a) opposite such Stockholder's name (the "Existing Shares") and
such shares constitute all of the shares of capital stock of the Company owned
of record or Beneficially Owned by such Stockholder. Such Stockholder has sole
voting power and sole power to issue instructions with respect to the matters
set forth in Sections 2.2 and 2.3 hereof, sole power of disposition, sole power
of conversion, sole power to demand appraisal rights and sole power to agree to
all of the matters set forth in this Agreement, in each case with respect to all
of the Existing Shares with no limitations, qualifications or restrictions on
such rights, subject to applicable securities laws, and the terms of this
Agreement.

          (b) Authority; No Violation. Such Stockholder has the requisite power
and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of


                                       5

the transactions contemplated hereby have been duly and validly approved by such
Stockholder (or, if applicable, its managing members or general partners) and no
other corporate, partnership or similar proceedings on the part of such
Stockholder are necessary for it to approve this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and (assuming due authorization,
execution and delivery by Parent and the other Stockholders party hereto)
constitutes the valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms (except as may be limited
by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or
similar Laws affecting the rights of creditors generally and the availability of
equitable remedies).

          (c) No Conflicts. Except for filings, authorizations, consents and
approvals as may be required under the Exchange Act and the HSR Act, (i) no
filing with, and no permit, authorization, consent or approval of, any state or
federal Governmental Entity is necessary for the execution of this Agreement by
such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder nor the consummation of the transactions
contemplated hereby, nor compliance by such Stockholder or any other party
thereto with any of the terms or provisions of this Agreement, will (A) violate
any provision of such Stockholder's organizational documents, (B) violate any
Injunction or any statute, code, ordinance, rule, regulation, judgment, order,
writ or decree applicable to such Stockholder, any of its Affiliates or any of
their respective properties or assets, or (C) violate, conflict with, result in
a breach of any provision of or the loss of any benefit under, constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, result in the termination of or a right of
termination or cancellation under, accelerate the performance required by, or
result in the creation of any Liens upon any of the respective properties or
assets of such Stockholder under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or
other instrument or obligation to which such Stockholder is a party, or by which
it or any of its respective properties or assets may be bound or affected.

          (d) No Encumbrances. Except as applicable in connection with the
transactions contemplated by Sections 2.2 and 2.3 hereof, the applicable
Existing Shares are and at all times during the term hereof, will be,
Beneficially Owned by such Stockholder, free and clear of all Liens, claims,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.

          (e) No Finder's Fees. No broker, investment banker, financial advisor
or other Person is entitled to payment from the Company or Parent or any of
their respective Subsidiaries of any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of such
Stockholder.

          (f) Reliance by Parent. Such Stockholder understands and acknowledges
that Parent is entering into the Merger Agreement in reliance upon such
Stockholder's execution and delivery of this Agreement.


                                       6

     3.2 Representations and Warranties of Parent. Parent hereby represents and
warrants to each Stockholder as follows:

          (a) Authority; No Violation. Parent has the requisite corporate power
and authority to execute and deliver this Agreement and the Merger Agreement and
to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and the Merger Agreement and the consummation of
the transactions contemplated hereby and thereby have been duly and validly
approved by the Parent Board and no other corporate proceedings on the part of
Parent are necessary to approve this Agreement and to consummate the
transactions contemplated hereby. This Agreement and the Merger Agreement have
been duly and validly executed and delivered by Parent and (assuming due
authorization, execution and delivery by each Stockholder) each constitutes the
valid and binding obligations of Parent, enforceable against Parent in
accordance with its terms (except as may be limited by bankruptcy, insolvency,
fraudulent transfer, moratorium, reorganization or similar Laws affecting the
rights of creditors generally and the availability of equitable remedies).

          (b) No Conflicts. Except for filings, authorizations, consents and
approvals as may be required under the Exchange Act and the HSR Act, (i) no
filing with, and no permit, authorization, consent or approval of, any state or
federal Governmental Entity is necessary for the execution of this Agreement by
Parent and the consummation by Parent of the transactions contemplated hereby
and (ii) none of the execution and delivery of this Agreement and the Merger
Agreement by Parent, nor the consummation of the transactions contemplated
hereby and thereby, nor compliance by Parent with any of the terms or provisions
of this Agreement and the Merger Agreement will (A) violate any provision of the
Parent Charter or the Parent Bylaws, (B) violate any Injunction or any statute,
code, ordinance, rule, regulation, judgment, order, writ or decree applicable to
Parent, any of the Parent Subsidiaries or any of their respective properties or
assets, or (C) violate, conflict with, result in a breach of any provision of or
the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate
the performance required by, or result in the creation of any Lien upon any of
the respective properties or assets of Parent or any of the Parent Subsidiaries
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or other instrument or
obligation to which Parent or any of the Parent Subsidiaries is a party, or by
which they or any of their respective properties or assets may be bound or
affected.

          (c) No Finder's Fees. No broker, investment banker, financial advisor
or other Person is entitled to payment from any Stockholder or any of its
Affiliates of any broker's, finder's, financial adviser's or other similar fee
or commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Parent.

                                    ARTICLE 4

                                OTHER AGREEMENTS

     4.1 Stop Transfer; Legend. (a) Each Stockholder agrees with, and covenants
to, Parent that such Stockholder will not request that the Company register the
transfer (book-entry


                                       7

or otherwise) of any certificate or uncertificated interest representing any of
the Securities, unless such transfer is made in compliance with this Agreement.

          (b) In the event of a stock dividend or distribution, or any change in
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like (other than
pursuant to the Merger), the terms "Existing Shares," "Company Common Stock" and
"Securities" will be deemed to refer to and include the shares of Company Common
Stock as well as all such stock dividends and distributions and any shares into
which or for which any or all of the Securities may be changed or exchanged and
appropriate adjustments will be made to the terms and provisions of this
Agreement.

          (c) Each Stockholder agrees that it will duly execute and deliver to
Parent an affiliate's letter prior to the Closing in the form attached to the
Merger Agreement.

          (d) Each Stockholder agrees that it will promptly after the date
hereof surrender to the Company all certificates representing the Securities,
and the Company will place the following legend on such certificates in addition
to any other legend required thereon:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A SUPPORT AGREEMENT, DATED AS OF
OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY CORPORATION AND CERTAIN
STOCKHOLDERS OF DEX MEDIA, INC. SIGNATORY THERETO."

          (e) Promptly (but in any event not later than five Business Days)
following the earlier of (i) the termination of the Merger Agreement for any
reason in accordance with its terms, (ii) the expiration of the Sale Restriction
Period, if applicable and (iii) such time as any portion of the Securities
(including Parent Common Stock) may be sold in a transaction permitted by the
Sponsor Stockholders Agreement, dated as of the date hereof, among Parent and
the Stockholders (the "Sponsor Stockholders Agreement"), upon delivery of any
legended certificate representing all or such portion of Securities to be sold,
as applicable, the Company will issue a replacement certificate without the
foregoing legend to the relevant Stockholder.

          (f) The provisions of this Section 4.1 relating to the legend on
certificates will, after the Effective Time, apply equally to certificates
representing Parent Common Stock into which Securities are converted in the
Merger.

     4.2 Termination. This Agreement will terminate upon the earlier of:

          (a) the termination of the Merger Agreement in accordance with its
terms; or

          (b) the Effective Time;

provided, that in the event that this Agreement terminates pursuant to Section
4.2(b), Section 2.4 and Articles IV and V will survive in accordance with their
terms.

     4.3 Further Assurances. From time to time, at the other party's request and
without further consideration, each party hereto will execute and deliver such
additional documents and


                                       8

take all such further lawful action as may be necessary or desirable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

                                    ARTICLE 5

                               GENERAL PROVISIONS

     5.1 Modification or Amendment. Subject to the provisions of applicable law,
at any time prior to the Effective Time, this Agreement may be amended, modified
or supplemented only, and any provisions herein may be waived only, in writing
executed by the parties hereto.

     5.2 Waiver of Conditions. The conditions to each of the parties'
obligations to perform the agreements herein are for the sole benefit of such
party and may be waived by such party in whole or in part to the extent
permitted by applicable law.

     5.3 Expenses and Fees. Except for registration and related expenses
addressed by the Sponsor Stockholders Agreement, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated by this
Agreement will be paid by the party incurring such expense.

     5.4 Notices. All notices and other communications in connection with this
Agreement must be in writing and will be deemed given if delivered personally,
sent via facsimile (with confirmation), mailed by registered or certified mail
(return receipt requested) or delivered by an express courier (with
confirmation) to the parties at the following addresses (or at such other
address for a party as will be specified by like notice):

          (a)  if to Parent to:

               R.H. Donnelley Corporation
               1001 Winstead Drive
               Cary, NC 27531
               Attention: Robert J. Bush

               Vice President, General Counsel and Corporate Secretary
               Facsimile: (919) 279-1518

               with a copy to (which copy shall not constitute notice):

               Jones Day
               222 East 41st Street
               New York, NY 10017
               Attention: John J. Hyland
               Facsimile: (212) 755-7306

          (b)  if to any Stockholder, to:


                                       9

               c/o The Carlyle Group
               520 Madison Avenue
               41st Floor
               New York, New York 10022
               Attention: James A. Atwood, Jr.
               Facsimile: (212) 381-4901

               with a copy to (which copy shall not constitute notice):

               Latham & Watkins LLP
               885 Third Avenue, Suite 1000
               New York, NY 10022
               Attention: R. Ronald Hopkinson
               Facsimile: (212) 751-4864

     5.5 Obligations of Parent and of the Stockholders. Whenever this Agreement
requires any Parent Subsidiary to take any action, such requirement will be
deemed to include an undertaking on the part of Parent to cause such Parent
Subsidiary to take such action. Whenever this Agreement requires an Affiliate of
a Stockholder to take any action, such requirement will be deemed to include an
undertaking on the part of each Stockholder to cause such Affiliate to take such
action.

     5.6 Severability. The provisions of this Agreement will be deemed severable
and the invalidity or unenforceability of any provision will not affect the
validity or enforceability or the other provisions hereof. If any provision of
this Agreement, or the application thereof to any Person or any circumstance is
determined by a court of competent jurisdiction to be invalid, void or
unenforceable the remaining provisions hereof, will, subject to the following
sentence, remain in full force and effect and will in no way be affected
impaired or invalidated thereby, so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
either party. Upon such determination, the parties will negotiate in good faith
in an effort to agree upon such a suitable and equitable provision to effect the
original intent of the parties.

     5.7 Interpretation. (a) When a reference is made in this Agreement to
Articles, Sections or Schedules, such reference will be to a Article or Section
of or Schedule to this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and will not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they will be
deemed to be followed by the words "without limitation." Unless the context
otherwise requires, (i) "or" is disjunctive but not necessarily exclusive, (ii)
words in the singular include the plural and vice versa, and (iii) the use in
this Agreement of a pronoun in reference to a party hereto includes the
masculine, feminine or neuter, as the context may require. All schedules hereto
will be deemed part of this Agreement and included in any reference to this
Agreement. This Agreement will not be interpreted or construed to require any
Person to take any action, or fail to take any action, if to do so would violate
any applicable law. All representations, warranties and covenants of the
Stockholders in this Agreement are made severally and not jointly.


                                       10

          (b) The parties have participated equally in negotiating and drafting
this Agreement. In the event that an ambiguity or a question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by
the parties, and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any provision of this
Agreement.

     5.8 Counterparts. This Agreement may be executed in two or more
counterparts, all of which will be considered one and the same agreement and
will become effective when counterparts have been signed by each of the parties
and delivered to the other party, it being understood that each party need not
sign the same counterpart.

     5.9 Entire Agreement. This Agreement (including the documents and the
instruments referred to in this Agreement) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement.

     5.10 Governing Law. This Agreement will be governed and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and wholly performed within such state, without regard to any
applicable conflict of laws principles.

     5.11 Assignment; Third Party Beneficiaries. Neither this Agreement nor any
of the rights, interests or obligations under this Agreement may be assigned or
delegated by any of the parties (whether by operation of law or otherwise)
without the prior written consent of the Stockholders, in the case of Parent, or
Parent, in the case of the Stockholders. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
each of the parties and their respective successors and assigns. This Agreement
(including the documents and instruments referred to in this Agreement) is not
intended to and does not confer upon any Person other than the parties hereto
any rights or remedies under this Agreement.

     5.12 Merger Agreement. Parent acknowledges that the Stockholders have been
induced to enter into this Agreement based on the terms and conditions of the
Merger Agreement as in effect on the date hereof. Accordingly, any amendment or
modification to the Merger Agreement that (a) decreases the Exchange Ratio or
the Cash Consideration or (b) substitutes other consideration for the Parent
Common Stock into which Company Common Stock will be converted in the Merger,
that is made without Stockholders' prior written consent will, at Stockholders'
sole election upon written notice to Parent, irrevocably release the
Stockholders and Parent from any or all obligations under this Agreement.

     5.13 Enforcement of Agreement. The parties hereto agree that irreparable
damage would occur in the event that this Agreement were not performed in
accordance with its specific terms or were otherwise breached. It is accordingly
agreed that the parties will be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.

                  [Remainder of Page Intentionally Left Blank]


                                       11

     IN WITNESS WHEREOF, Parent and Stockholders have caused this Agreement to
be executed by their respective officers thereunto duly authorized as of the
date first above written.

                                        CARLYLE HOLDERS

                                        CARLYLE PARTNERS III, L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By: /s/ James A. Attwood, Jr.
                                            ------------------------------------
                                        Name: James A. Attwood, Jr.
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------


                                        CP III COINVESTMENT, L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By: /s/ James A. Attwood, Jr.
                                            ------------------------------------
                                        Name: James A. Attwood, Jr.
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------

                                        CARLYLE-DEX PARTNERS L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By: /s/ James A. Attwood, Jr.
                                            ------------------------------------
                                        Name: James A. Attwood, Jr.
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------


                                        CARLYLE-DEX PARTNERS II L.P.

                                        By: TC Group III, L.P.,
                                            its General Partner

                                        By: TC Group III, L.L.C.,
                                            its General Partner

                                        By: TC Group, L.L.C.,
                                            its Managing Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By: /s/ James A. Attwood, Jr.
                                            ------------------------------------
                                        Name: James A. Attwood, Jr.
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------

                                        CARLYLE HIGH YIELD PARTNERS, L.P.

                                        By: TCG High Yield, L.L.C.,
                                            its General Partner

                                        By: TCG High Yield Holdings, L.L.C.,
                                            its Managing Member

                                        By: TC Group, L.L.C.,
                                            its Sole Member

                                        By: TCG Holdings, L.L.C.,
                                            its Managing Member


                                        By: /s/ James A. Attwood, Jr.
                                            ------------------------------------
                                        Name: James A. Attwood, Jr.
                                              ----------------------------------
                                        Title: Managing Director
                                               ---------------------------------

                                        R.H. DONNELLEY CORPORATION


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                              ----------------------------------
                                        Title: Vice President, General Counsel
                                               ---------------------------------
                                               & Corporate Secretary
                                               ---------------------------------


                                                               Schedule 3.1(d)

                             OWNERSHIP OF SHARES OF
                              COMPANY COMMON STOCK

                Stockholder                          Existing Shares
- -------------------------------------------------------------------------------


        Carlyle Partners III, L.P.                     24,519,997
         CP III Coinvestment, L.P.                        862,083
     Carlyle High Yield Partners, L.P.                  1,206,488
         Carlyle-Dex Partners L.P.                      5,259,182
       Carlyle-Dex Partners II L.P.                     7,170,059

EX-10.5

                                                                    Exhibit 10.5

                                                                  EXECUTION COPY

                      STOCK PURCHASE AND SUPPORT AGREEMENT

     THIS STOCK PURCHASE AND SUPPORT AGREEMENT, dated as of October 3, 2005
(this "Agreement"), is by and among R.H. Donnelley Corporation, a Delaware
corporation ("Parent"), R.H. Donnelley Inc., a Delaware corporation and a wholly
owned subsidiary of Parent, and the stockholders of Parent listed on Schedule A
attached hereto (each, a "Stockholder" and collectively, the "Stockholders").

                                    RECITALS:

          A. Immediately prior to the execution of this Agreement, the
Stockholders are the record and beneficial owners of the number of shares of
Convertible Cumulative Preferred Stock, par value $1 per share, of Parent (the
"Preferred Stock") set forth opposite such Stockholder's name under the caption
"Shares of Preferred Stock Beneficially Owned" on Schedule A attached hereto,
and each Stockholder has the right to vote (on an as converted basis and as
provided in the Certificate of Designations) and dispose of all of such shares
of Preferred Stock.

          B. Dex Media, Inc., a Delaware corporation ("Dex Media"), Parent and
Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of
October 3, 2005 (as amended from time to time, the "Merger Agreement"), pursuant
to which Dex Media will be merged with and into Merger Sub with Merger Sub as
the surviving company (the "Merger").

          C. Parent has agreed to repurchase and acquire from the Stockholders,
and the Stockholders have agreed to sell to Parent, subject to the terms and
conditions of this Agreement, all of the shares of Preferred Stock owned by the
Stockholders, as set forth opposite each such Stockholder's name under the
caption "Shares of Preferred Stock Beneficially Owned" on Schedule A attached
hereto (such shares of Preferred Stock are referred to collectively in this
Agreement as the "Purchased Shares").

          D. As a condition to entering into the Merger Agreement, which will
benefit the Stockholders directly and indirectly, Parent has required that the
Stockholders agree, and the Stockholders have agreed, to enter into this
Agreement, pursuant to which, among other things, the Stockholders (a) agree to
vote their Securities owned at the time of such vote on matters relating to the
Merger, the Merger Agreement and the transactions contemplated by the Merger
Agreement as provided herein, including, without limitation, in favor of the
issuance of shares of Parent Common Stock in the Merger, and (b) consent under
the Purchase Agreement and the Certificate of Designations, on the terms and
conditions set forth herein, to the transactions contemplated herein and by the
Merger Agreement, including, without limitation, the Merger, the purchase of the
Purchased Shares and the Financing, and waive any right of first refusal in
connection with the issuance of shares of Parent Common Stock in the Merger.

          E. Prior to entering into this Agreement, the disinterested members of
Parent's board of directors directed management to negotiate the terms of the
transactions contemplated herein with the Stockholders on an arms-length basis
(the "Transactions").

          F. The disinterested members of Parent's board of directors, after
review of the Transactions, which included advice from an independent investment
bank of national reputation, determined that the Transactions were beneficial
and fair to Parent and its stockholders, and that the Transactions should be
consummated as described herein.

          G. Parent and the Stockholders desire to set forth certain agreements
herein.

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

     Section 1.1. Certain Definitions. Capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement. In
addition, for purposes of this Agreement, the following terms have the following
meanings when used herein with initial capital letters:

          (a) "Affiliate" means any Person that directly, or indirectly through
     one or more Persons, controls, is controlled by, or is under common control
     with, the Person specified. As used in this definition, "control"
     (including its correlative meanings, "controlled by" and "under common
     control with") shall mean possession, directly or indirectly, of power to
     direct or cause the direction of management or policies (whether through
     ownership of securities or partnership or other ownership interests, by
     contract or otherwise) of such Person.

          (b) "Certificate of Designations" means the Certificate of
     Designations governing the Convertible Cumulative Preferred Stock of
     Parent.

          (c) "Material Adverse Effect" means, with respect to any reference to
     a state of facts, event, change, effect or condition, such state of facts,
     event, change, effect or condition that has had, has, or could reasonably
     be expected to have, a material adverse effect on (i) the business, assets,
     operations, properties, condition (financial or otherwise), contingent
     liabilities or material agreements of Parent and Parent's subsidiaries,
     taken as a whole, (ii) the ability of Parent to perform its obligations
     under this Agreement or (iii) the validity or enforceability of this
     Agreement or the rights or remedies of the Stockholders hereunder.
     Notwithstanding anything contained herein to the contrary, the commencement
     by or against Parent or any of Parent's subsidiaries of any case,
     proceeding or other action under any law relating to bankruptcy, insolvency
     or reorganization or the seeking of an appointment of a receiver, trustee,
     custodian or other similar official for Parent or any of Parent's
     subsidiaries or for all or any substantial part of Parent's or any of
     Parent's subsidiaries' assets, shall be deemed a Material Adverse Effect.


                                       2

          (d) "Parent Common Stock" means the common stock, par value $1 per
     share, of Parent.

          (e) "Person" means any partnership, corporation, association, joint
     stock company, trust, joint venture, limited liability company or other
     entity or any individual or Governmental Entity.

          (f) "Purchase Agreement" means the Preferred Stock and Warrant
     Purchase Agreement, dated as of September 21, 2002, by and among Parent and
     the Stockholders, as amended by the Letter Agreement, dated as of November
     25, 2002, by and among the Stockholders, Parent and R.H. Donnelley Inc.,
     the Second Letter Agreement, dated as of January 3, 2003, by and among the
     Stockholders, Parent and R.H. Donnelley Inc. and the Third Letter
     Agreement, dated as of July 22, 2003, by and among the Stockholders, Parent
     and R.H. Donnelley Inc..

          (g) "Rights Agreement" means the Rights Agreement, dated as of October
     27, 1998, as amended, by and between Parent and The Bank of New York, as
     successor Rights Agent.

          (h) "Securities" means the Preferred Stock together with any shares of
     Parent Common Stock or other securities of Parent held by a Stockholder as
     of the date hereof or acquired by a Stockholder in any capacity or form
     after the date hereof and prior to the termination of this Agreement
     whether pursuant to open market or other purchase or upon the exercise of
     options, warrants or rights, the conversion or exchange of convertible or
     exchangeable securities (including, without limitation, any shares of
     Parent Common Stock issued to a Stockholder upon any exercise of the
     Warrants or conversion of any shares of Preferred Stock), or by means of
     purchase, dividend, distribution, split-up, recapitalization, combination,
     exchange of shares or the like, gift, bequest, inheritance or as a
     successor in interest in any capacity or otherwise.

          (i) "Warrants" means the warrants to purchase shares of Parent Common
     Stock issued pursuant to the Purchase Agreement.

                                   ARTICLE II
                      PURCHASE AND SALE OF SHARES; CLOSING

     Section 2.1. Sale and Transfer of Purchased Shares. At the Closing and
subject to the terms and conditions set forth in this Agreement, the
Stockholders shall sell, transfer, convey, assign and deliver to Parent, and
Parent shall repurchase and acquire from the Stockholders, the Purchased Shares,
free and clear of any mortgage, pledge, hypothecation, rights of others, claim,
security interest, encumbrance, title defect, title retention agreement, voting
trust agreement, option, lien, charge or similar restrictions or limitations,
including any restriction on the right to vote, sell or otherwise dispose of the
Purchased Shares but excluding any restrictions or limitations under applicable
law (collectively, "Liens"). The purchase price to be paid to each Stockholder
at the Closing in exchange for such Stockholder's Purchased Shares is an amount
in cash per share equal to the sum of (i) the product of (A) $64.00 (the
approximate average closing price per share of Parent Common Stock on the NYSE
for the 30 trading days ending September


                                       3

29, 2005) and (B) the number of shares of Parent Common Stock into which such
Purchased Share is convertible as of (and including) September 30, 2005 plus
(ii) an amount equal to the amount of dividends that would have accrued on such
Purchased Share from and after October 1, 2005 through and including the earlier
of (A) the Closing Date and (B) January 3, 2006 had the parties not entered into
this Agreement (such sum of (i) and (ii), the "Purchase Price"); provided,
however, that if the Closing occurs after January 3, 2006, the Purchase Price
will increase by an amount equal to the weighted average annual interest rate
with respect to Parent's or its Affiliates' high-yield notes issued in
connection with the Financing (and if no such securities are issued, the average
interest rate on the Dow Jones CDX US High Yield index as reported on Bloomberg
for the 30 trading days immediately prior to the Closing Date) based on the
number of days elapsed after January 3, 2006 through and including the Closing
Date and a 360-day year. The aggregate Purchase Price to be paid to each
Stockholder in exchange for such Stockholder's Purchased Shares is referred to
herein as the "Specified Purchase Price." The Specified Purchase Price with
respect to each Stockholder shall be paid by wire transfer of immediately
available funds to the account(s) designated by the Stockholders. For the
avoidance of doubt, the parties hereby acknowledge and agree that, as of
September 30, 2005, (1) the Convertible Preferred Amount (as defined in the
Certificate of Designations), which includes all dividends that accrued on the
Preferred Stock to such date, was $124,630,175 and (2) the Preferred Stock was
convertible by the Stockholders (excluding fractional shares) into an aggregate
of 5,182,125 shares of Parent Common Stock. Illustrations of how the Purchase
Price would be calculated on hypothetical Closing Dates is attached hereto as
Schedule 2.1.

     Section 2.2. Closing. Subject to the satisfaction or waiver of the
conditions set forth in Section 2.3, the closing of the sale of the Purchased
Shares (the "Closing") shall take place at the offices of Jones Day, North
Point, 901 Lakeside Avenue, Cleveland, Ohio 44114 on the earliest of (i) a date
specified by Parent, which shall be after January 3, 2006 and no earlier than
five business days after notice to the Stockholders, (ii) the Effective Time,
(iii) if the Merger Agreement is terminated, the earlier of (A) a date specified
by Parent, which shall be no earlier than five business days after notice to the
Stockholders, and (B) 30 days following termination of the Merger Agreement or
(iv) the earlier of (A) July 15, 2006 and (B) 15 days after the outside
termination date in the Merger Agreement (the earlier of (A) and (B) is referred
to herein as the "Outside Date"), or at such other time and/or place as shall be
mutually agreed upon by Parent and the Stockholders. The date upon which the
Closing occurs is referred to herein as the "Closing Date.

     Section 2.3. Conditions to the Closing.

          (a) Parent. The obligation of Parent to purchase the Purchased Shares
     at the Closing is subject to the satisfaction or waiver of each of the
     following conditions at or prior to the Closing:

               (i) Representations and Warranties; Covenants. The
          representations and warranties of the Stockholders contained in this
          Agreement shall be true and correct in all material respects
          (disregarding for these purposes any materiality, material adverse
          effect or corollary qualifications contained therein) on and as of the
          date of this Agreement and on and as of the Closing with the same
          effect as though made on and as of such date, and the Stockholders
          shall have in all material


                                       4

          respects performed all obligations and complied with all agreements,
          undertakings, covenants and conditions required under this Agreement
          to be performed by the Stockholders at or prior to the Closing.

               (ii) No Injunction. There shall not be in effect any statute,
          law, regulation, rule, order, decree or injunction of a Governmental
          Entity of competent jurisdiction that enjoins or prohibits
          consummation of the transactions contemplated hereby.

               (iii) Stock Certificates and Stock Powers. Parent shall have
          received stock certificates representing the Purchased Shares owned by
          the Stockholders with duly executed stock powers attached for transfer
          to Parent.

               (iv) Resignation of Directors. The members of Parent's board of
          directors designated by the Stockholders pursuant to the Certificate
          of Designations or otherwise shall have submitted letters of
          resignation to Parent and the Parent board of directors.

               (v) Stockholders' Officer Certificates. Parent shall have
          received a certificate from each Stockholder, in form and substance
          reasonably satisfactory to Parent, dated as of the Closing, duly
          executed by an authorized signatory of each such Stockholder,
          certifying that the conditions set forth in Section 2.3(a)(i) and (ii)
          have been satisfied.

          (b) The Stockholders. The obligation of each Stockholder to sell the
     Purchased Shares at the Closing is subject to the satisfaction or waiver of
     each of the following conditions at or prior to the Closing:

               (i) Representations and Warranties; Covenants. The
          representations and warranties of Parent contained in this Agreement
          shall be true and correct in all material respects (disregarding for
          these purposes any materiality, Material Adverse Effect or corollary
          qualifications contained therein) on and as of the date of this
          Agreement and on and as of the Closing with the same effect as though
          made on and as of such date, and Parent shall have in all material
          respects performed all obligations and complied with all agreements,
          undertakings, covenants and conditions required under this Agreement
          to be performed by Parent at or prior to the Closing.

               (ii) No Injunction. There shall not be in effect any statute,
          law, regulation, rule, order, decree or injunction of a Governmental
          Entity of competent jurisdiction that enjoins or prohibits
          consummation of the transactions contemplated hereby.

               (iii) Payment of the Specified Purchase Price. Such Stockholder
          shall have received payment of the Specified Purchase Price by bank
          wire transfer to an account or accounts designated in writing for this
          purpose by such Stockholder to Parent at least two business days prior
          to the Closing.


                                       5

               (iv) Parent's Officer Certificate. The Stockholders shall have
          received a certificate from Parent, in form and substance reasonably
          satisfactory to the Stockholders, dated as of the Closing, duly
          executed by an authorized officer of Parent, certifying that the
          conditions set forth in Section 2.3(b)(i) and (ii) have been
          satisfied.

                                  ARTICLE III
                      ADDITIONAL AGREEMENTS OF THE PARTIES

     Section 3.1. Disclosure. Each Stockholder hereby agrees to permit Parent to
publish and disclose in the Form S-4 and the Joint Proxy Statement (including
all documents and schedules filed with the SEC), and any press release or other
disclosure document that Parent determines to be necessary or desirable in
connection with the repurchase of the Purchased Shares hereunder, the Merger and
any transactions related thereto, such Stockholder's identity and ownership of
Parent Securities and the nature of its representations, warranties and
covenants in this Agreement. Parent will provide the Stockholders with a copy of
any proposed disclosure and will provide the Stockholders with a reasonable
opportunity to comment thereon.

     Section 3.2. Voting of Securities. During the period commencing on the date
hereof and continuing until the earliest of (a) the Effective Time, (b)
termination of the Merger Agreement in accordance with its terms and (c)
termination of this Agreement (the "Support Period"), at the Parent Stockholders
Meeting or at any adjournment, postponement or continuation thereof or in any
other circumstances (including any other annual or special meeting of the
stockholders of Parent, any action by prior written consent or any separate
class vote) in which a vote, consent or other approval with respect to the
issuance of shares of Parent Common Stock in the Merger or otherwise in
connection with the Merger, the Merger Agreement or any of the transactions
contemplated by the Merger Agreement, including any separate class vote of any
Securities, each Stockholder hereby irrevocably and unconditionally agrees to
vote or to cause to be voted (in person, by proxy or otherwise) all of such
Stockholder's Securities entitled to vote thereon and held by such Stockholder
at the time of such vote (i) in favor of (A) the issuance of shares of Parent
Common Stock in the Merger and (B) if applicable, the Merger, the Merger
Agreement or any of the transactions contemplated by the Merger Agreement and
(ii) against (A) any other Acquisition Proposal (whether or not a Superior
Proposal) with respect to Parent, (B) any proposal for any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of Parent or any of its subsidiaries that is
in competition or inconsistent with the adoption of the Merger Agreement, or any
proposal to effect the foregoing that is made in opposition to or in competition
with the transactions contemplated by the Merger Agreement, (C) any liquidation
or winding up of Parent, (D) any extraordinary dividend by Parent (other than
the payment of any cash dividend that Parent is expressly permitted to make
under the Merger Agreement) and (E) any change in the capital structure of
Parent (other than any change in capital structure resulting from the Merger or
expressly permitted under the Merger Agreement). Neither the foregoing
agreements of the Stockholders to vote, nor any such actual vote by the
Stockholders, shall be or be deemed to be a waiver of any rights the
Stockholders have pursuant to the Purchase Agreement or the Certificate of
Designations nor shall any such vote or agreement to vote constitute or be
deemed to constitute any consent, waiver,


                                       6

acknowledgement or agreement with respect to any of the matters described in the
second sentence of Section 6.1.

     Section 3.3. Restriction on Transfer; Agreement Not to Convert. (a) During
the period commencing on the date hereof and continuing until the first to occur
of (i) the Closing and (ii) the termination of this Agreement in accordance with
its terms, each Stockholder agrees that it will not, directly or indirectly,
transfer, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the transfer of, any or all of the
Securities, except as otherwise provided in this Agreement or to Parent.

          (b) During the period commencing on the date hereof and continuing
     until the Closing or earlier termination of this Agreement pursuant to
     Section 5.1, each Stockholder agrees that it will not convert any shares of
     Preferred Stock into shares of Parent Common Stock.

     Section 3.4. No Solicitation. (a) Each Stockholder will not, and such
Stockholder will direct and use its reasonable best efforts to cause its
officers, directors, employees, investment bankers, consultants, attorneys,
accountants, agents and other representatives not to, directly or indirectly,
take any action to solicit, initiate or knowingly encourage or facilitate the
making of any Acquisition Proposal or any inquiry with respect thereto or engage
in discussions or negotiations with any Person with respect thereto, or disclose
any nonpublic information or afford access to books or records to, any Person
that has made, or to the Stockholder's knowledge is considering making, any
Acquisition Proposal, or approve or recommend, or propose to approve or
recommend, or execute or enter into any letter of intent, agreement in
principle, merger agreement, option agreement, acquisition agreement or other
similar agreement relating to an Acquisition Proposal, or propose publicly or
agree to do any of the foregoing relating to an Acquisition Proposal.

          (b) It is understood that any violation of the restrictions set forth
     in this Section 3.4 by any officer, director, employee, investment banker,
     consultant, attorney, accountant, agent or other representative of such
     Stockholder, at the direction or with the consent of such Stockholder, will
     be deemed to be a breach of this Section 3.4 by such Stockholder.

          (c) Nothing in this Agreement will be deemed to require any
     Stockholder or representative of any Stockholder who is also a member of
     Parent's board of directors to take any action or refrain from taking any
     action in his or her capacity as a member of the board of directors to the
     extent such action is permitted by Section 6.10 of the Merger Agreement.

          (d) The provisions of Sections 3.4(a), (b) and (c) will remain in
     effect only during the Support Period and nothing herein will prevent the
     Stockholders from participating in discussions, negotiations or furnishing
     information with respect to an Acquisition Proposal if Parent would be
     permitted to participate in such discussions, negotiations or furnish such
     information pursuant to the terms and conditions of the Merger Agreement.


                                        7

          (e) Notwithstanding the forgoing, nothing in this Agreement shall
     prohibit Goldman, Sachs & Co. and its Affiliates (other than the
     Stockholders) from engaging in any brokerage, investment advisory,
     financial advisory, anti-raid advisory, merger advisory, financing, asset
     management, trading, market making, arbitrage and/or other activities
     conducted in the ordinary course of business.

     Section 3.5. Stop Transfer; Legend. (a) Each Stockholder agrees with, and
covenants to, Parent that prior to the termination of this Agreement, such
Stockholder will not request that Parent register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Securities, unless such transfer is made in compliance with this Agreement.

          (b) In the event of a stock dividend or distribution, or any change in
     Parent Common Stock by reason of any stock dividend, split-up,
     recapitalization, combination, exchange of shares or the like (other than
     pursuant to the Merger), the terms "Parent Common Stock" and "Securities"
     will be deemed to refer to and include the shares of Parent Common Stock as
     well as all such stock dividends and distributions and any shares into
     which or for which any or all of the Securities may be changed or exchanged
     and appropriate adjustments will be made to the terms and provisions of
     this Agreement.

          (c) Each Stockholder agrees that it will promptly after the date
     hereof surrender to Parent all certificates representing the Preferred
     Stock and the Warrants, and Parent will place the following legend on such
     certificates and the Warrants in addition to any other legend required
     thereon:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
     ON TRANSFER PURSUANT TO AND OTHER PROVISIONS OF A STOCK PURCHASE AND
     SUPPORT AGREEMENT, DATED AS OF OCTOBER 3, 2005, BY AND AMONG R.H. DONNELLEY
     CORPORATION AND CERTAIN STOCKHOLDERS OF R.H. DONNELLEY CORPORATION
     SIGNATORY THERETO."

          (d) Promptly (but in any event not later than five Business Days)
     following the termination of this Agreement, if applicable, Parent will
     issue replacement certificates or Warrants without the foregoing legend to
     the relevant Stockholder.

          (e) Promptly (but in any event not later than five Business Days)
     following the Closing, Parent will issue replacement Warrants to the
     Stockholders without the legend currently endorsed on the Warrants with
     respect to the transfer conditions contained thereon.

     Section 3.6. Waiver of Redemption of Preferred Stock. Prior to the
termination of this Agreement, Parent irrevocably and unconditionally waives any
right to call for a redemption of the Preferred Stock or to deliver a redemption
notice pursuant to Sections 5(a) and 6(a) of the Certificate of Designations.

     Section 3.7. Waiver and Modification of Rights Under Certificate of
Designations. Each of the Stockholders agrees and acknowledges that dividends
payable on the Preferred Stock


                                       8

pursuant to Section 3 of the Certificate of Designations shall cease to accrue
on and after October 1, 2005; provided, however, that if this Agreement is
terminated, then dividends shall be deemed to have accrued from and after
September 30, 2005 through and including the effective date of such termination
(the "Termination Date") as currently provided in Section 3 of the Certificate
of Designations as if the parties hereto had not agreed to the waiver and
modifications set forth in this Section 3.7 and, thereafter, dividends shall
accrue on the Preferred Stock from and after the Termination Date as currently
provided in Section 3 of the Certificate of Designations as if the parties
hereto had not agreed to the waiver and modifications set forth in this Section
3.7. The parties agree and acknowledge that any dividends or other amounts
payable on or with respect to the Preferred Stock for any period subsequent to
September 30, 2005 may, at Parent's election, be paid in cash, or allowed to
accrue pursuant to Section 3 of the Certificate of Designations, provided that
no such cash dividends may be paid by Parent other than following termination of
this Agreement. For the avoidance of doubt, in the event this Agreement is
terminated, with respect to any period subsequent to September 30, 2005, in no
event shall any Stockholder be entitled to receive both (i) dividends on the
Preferred Stock as provided in Section 3 of the Certificate of Designations and
(ii) any additional amounts payable with respect to the Preferred Stock as
contemplated by (A) clause (ii) of the second sentence of Section 2.1 of this
Agreement and (B) the proviso to such sentence.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     Section 4.1. Representations and Warranties of Parent. Parent represents
and warrants to, and agrees with, the Stockholders on the date hereof and at and
as of the Closing as follows:

          (a) Organization; Authorization. Parent is a corporation duly
     organized, validly existing and in good standing under the laws of the
     State of Delaware and has all requisite corporate power and authority to
     execute and deliver this Agreement and the Merger Agreement and perform its
     obligations hereunder and thereunder. The execution and delivery of this
     Agreement and the Merger Agreement and the performance by Parent of its
     covenants and agreements under this Agreement and the Merger Agreement have
     been duly and validly authorized by the board of directors of Parent, and
     no other corporate proceedings on the part of Parent (including, without
     limitation, any stockholder vote or approval) are necessary to authorize
     the execution, delivery and performance of this Agreement and the Merger
     Agreement or the consummation of the transactions contemplated hereby and
     thereby, except as contemplated by the Merger Agreement. This Agreement and
     the Merger Agreement have been duly executed and delivered by Parent and
     constitute the valid and binding agreement of Parent, enforceable against
     Parent in accordance with their terms, except that (i) such enforcement may
     be subject to any bankruptcy, insolvency, reorganization, moratorium,
     fraudulent transfer or other laws, now or hereafter in effect relating to
     or limiting creditors' rights generally and (ii) the remedy of specific
     performance and injunctive and other forms of equitable relief may be
     subject to equitable defenses and to the discretion of the court before
     which any proceeding therefor may be brought.


                                       9

          (b) No Conflicts. Neither the execution and delivery of this Agreement
     or the Merger Agreement nor the consummation of the transactions
     contemplated by this Agreement or the Merger Agreement will (i) conflict
     with or result in any breach of any provision of the incorporation
     documents or by-laws of Parent or any of its subsidiaries (after giving
     effect to the transactions contemplated by the Merger Agreement, including,
     without limitation, the amendment to the by-laws contemplated thereby),
     (ii) require any filing with, or the obtaining of any permit,
     authorization, consent or approval of, any court, department, body, board,
     bureau, administrative agency or commission or other governmental authority
     or instrumentality, whether federal, state, local or foreign ("Governmental
     Entity"), (iii) violate, conflict with or result in a default (or any event
     that, with notice or lapse of time or both, would constitute a default) or
     require any consent under, or give rise to any right of termination,
     cancellation or acceleration under, any of the terms, conditions or
     provisions of any (A) note, mortgage, indenture, credit agreement, other
     evidence of indebtedness or guarantee or (B) license, agreement, lease or
     other contract, instrument or obligation, to which Parent or any of its
     subsidiaries is a party or by which Parent or any of its subsidiaries or
     any of their respective assets may be bound or (iv) violate any order,
     injunction, decree, statute, law, rule or regulation applicable to Parent
     or any of its subsidiaries, excluding from the foregoing clauses (ii) and
     (iii) such requirements, violations, conflicts, defaults or rights that
     would not, individually or in the aggregate, constitute a Material Adverse
     Effect or with respect to which consents or waivers are required to be
     obtained to consummate the Merger and the transactions contemplated by the
     Merger Agreement.

          (c) Solvency. Parent is not, and after giving effect to any financing
     obtained by Parent or its Affiliates in connection with the consummation of
     the transactions contemplated by this Agreement or the Merger Agreement
     (the "Financing"), the Merger and the transactions contemplated by the
     Merger Agreement, and the purchase of the Purchased Shares, will not be,
     insolvent within the meaning of Title 11 of the United States Code, the
     DGCL or the General Laws of the State of New York.

          (d) No Other Representation. Except for the representations of Parent
     contained in this Agreement, Parent makes no other representation or
     warranties, express or implied.

     Section 4.2. Representations and Warranties of the Stockholders. Each
Stockholder represents and warrants to, and agrees with, Parent on the date
hereof and at and as of the Closing as follows:

          (a) Organization; Authorization. Such Stockholder is a limited
     partnership duly organized and validly existing under the laws of the state
     or country of its jurisdiction of formation. Such Stockholder has the power
     and authority to execute and deliver this Agreement and perform its
     obligations hereunder. The execution and delivery of this Agreement and the
     performance by such Stockholder of its covenants and agreements under this
     Agreement have been duly and validly authorized by the general partner of
     such Stockholder, and no further proceedings on the part of such
     Stockholder are necessary to authorize the execution, delivery and
     performance of this Agreement or the consummation of the transactions
     contemplated hereby. This Agreement has been duly executed and


                                       10

     delivered by such Stockholder and constitutes, or as of the Closing will
     constitute, the valid and binding agreement of such Stockholder,
     enforceable against such Stockholder in accordance with its terms, except
     that (i) such enforcement may be subject to any bankruptcy, insolvency,
     reorganization, moratorium, fraudulent transfer or other laws, now or
     hereafter in effect, relating to or limiting creditors' rights generally
     and (ii) the remedy of specific performance and injunctive and other forms
     of equitable relief may be subject to equitable defenses and to the
     discretion of the court before which any proceeding therefor may be
     brought.

          (b) No Conflicts. Neither the execution and delivery of this Agreement
     nor the consummation of the transactions contemplated by this Agreement
     will (i) conflict with or result in any breach of any provision of the
     organization documents or by-laws of such Stockholder, (ii) require any
     filing with, or the obtaining of any permit, authorization, consent or
     approval of, any Governmental Entity, (iii) violate, conflict with or
     result in a default (or any event that, with notice or lapse of time or
     both, would constitute a default) or require any consent under, or give
     rise to any right of termination, cancellation or acceleration under, any
     of the terms, conditions or provisions of any note, mortgage, indenture,
     other evidence of indebtedness, guarantee, license, agreement, lease or
     other contract, instrument or obligation to which such Stockholder is a
     party or by which such Stockholder or any of its assets may be bound or
     (iv) violate any order, injunction, decree, statute, law, rule or
     regulation applicable to such Stockholder, excluding from the foregoing
     clauses (ii) and (iii) such requirements, violations, conflicts, defaults
     or rights that would not adversely affect the ability of such Stockholder
     to consummate the transactions contemplated by this Agreement.

          (c) Purchased Shares and Interest. Such Stockholder is the sole record
     and beneficial owner of the Preferred Stock owned by such Stockholder as
     set forth opposite such Stockholder's name on Schedule A attached hereto
     under the caption "Shares of Preferred Stock Beneficially Owned" and has
     good and marketable title to such Preferred Stock, free and clear of any
     Liens. No Stockholder owns any shares of Preferred Stock or any other
     Securities of Parent except for the Preferred Stock set forth on Schedule A
     and the Warrants.

          (d) No Other Representation. Except for the representations of such
     Stockholder contained in this Agreement, such Stockholder makes no other
     representation or warranties, express or implied.

                                   ARTICLE V
                                  TERMINATION

     Section 5.1. Termination. This Agreement may be terminated on or any time
prior to the Closing:

          (a) by mutual written consent of each of the Stockholders and Parent;

          (b) by the Stockholders if the Closing shall not have occurred prior
     to the Outside Date, unless the failure of such occurrence shall be due to
     the failure by the


                                       11

     Stockholders seeking to terminate this Agreement to perform or observe any
     agreement set forth herein required to be performed or observed by the
     Stockholders on or before the Closing;

          (c) by either Parent or the Stockholders if the other party breaches
     any of its representations, warranties or covenants contained in this
     Agreement in any material respect and such breach is not cured within 10
     days after receipt by the breaching party of written notice of such breach
     from the non-breaching party; or

          (d) by Parent or the Stockholders if a Governmental Entity shall have
     issued a nonappealable final order, decree or ruling or taken any other
     action having the effect of permanently restraining, enjoining or otherwise
     prohibiting the transactions contemplated by this Agreement.

     Section 5.2. Effect of Termination. In the event of the termination of this
Agreement as provided in Section 5.1, all obligations and agreements of the
parties set forth in this Agreement shall forthwith become void except for
Section 3.7, this Section 5.2 and Sections 6.2 - 6.15 (which, in each case,
shall remain in full force and effect) and there shall be no liability or
obligation on the part of the parties hereto except as otherwise provided in
this Agreement. Notwithstanding the foregoing, the termination of this Agreement
under Section 5.1 shall not relieve either party of any liability for breach of
this Agreement prior to the date of termination.

                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1. Taking of Necessary Action; Consent and Waiver. Each of the
parties hereto shall use its reasonable best efforts promptly to take or cause
to be taken all action and promptly to do or cause to be done all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including, without limitation, in the case of Parent, (x) using reasonable best
efforts to cause the Merger to be successfully completed, and for such purpose,
at the reasonable request of the other party, will, without further
consideration, promptly execute and deliver, or cause to be executed and
delivered, to the other party such other instruments in addition to those
required by this Agreement, in form and substance satisfactory to the other
party and (y) taking all actions as may be necessary to assure that Parent has
adequate surplus available under applicable law to consummate the transactions
contemplated hereby, including, without limitation, revaluing assets to the
extent necessary. Pursuant to Sections 4.04 and 8.02 of the Purchase Agreement
and the Certificate of Designations, the Stockholders hereby (a) consent to the
transactions contemplated by this Agreement and the Merger Agreement, including,
without limitation, (i) the Merger, (ii) the repurchase of the Purchased Shares,
(iii) the Financing, (iv) the amendment and restatement of Parent's bylaws as
contemplated by the Merger Agreement, (v) the increase in size, and changes in
composition, of Parent's board of directors as contemplated by the Merger
Agreement (which the Stockholders agree and acknowledge that the election of
such Persons to Parent's board of directors shall satisfy any rights that the
Stockholders have to designate members of Parent's board of directors pursuant
to the Certificate of Designations or otherwise) and (vi) the amendment of the
Rights Agreement as contemplated by the Merger Agreement, (b) waive any right of
first refusal in connection with the issuance of shares of Parent Common Stock
in the


                                       12

Merger and (c) agree and acknowledge that (i) none of the antidilution, price
protection or other Conversion Price (as such term is defined in the Certificate
of Designations) adjustment provisions of Section 9 of the Certificate of
Designations shall apply in connection with the Merger and the other
transactions contemplated by the Merger Agreement, including, without
limitation, the issuance of shares of Parent Common Stock in the Merger and (ii)
the consummation of (A) the Merger and the other transactions contemplated by
the Merger Agreement shall not constitute a "Change in Control" under the
Certificate of Designations and (B) the repurchase of the Purchased Shares by
Parent pursuant to this Agreement is in lieu of any rights that such Stockholder
may have to require Parent to redeem the Preferred Stock pursuant to the
Certificate of Designations or otherwise. Parent agrees and acknowledges that
the foregoing consents, waivers, agreements and acknowledgments by each
Stockholder are expressly conditioned on Parent's agreement to purchase the
Preferred Shares in accordance with the terms of this Agreement, and shall be
ineffective (and deemed not to have been given on the date hereof) if Parent
fails to consummate the purchase of the Preferred Shares at the Closing.

     Section 6.2. Expenses; Transfer Taxes. Each party hereto will bear the
legal, accounting and other expenses incurred by such party in connection with
the negotiation, preparation and execution of this Agreement and the
transactions contemplated hereby and thereby. All sales, transfer, recordation
and documentary taxes and fees that may be payable in connection with the
transactions contemplated by this Agreement will be borne by Parent.

     Section 6.3. Entire Agreement; Amendments; Waivers. This Agreement and the
agreements, certificates and documents referred to herein and therein set forth
the entire agreement between the parties hereto with respect to the transactions
contemplated by this Agreement. Any provision of this Agreement may be amended
or modified in whole or in part at any time by an agreement in writing among the
parties hereto executed in the same manner as this Agreement. No failure on the
part of any party to exercise, and no delay in exercising, any right shall
operate as a waiver thereof nor shall any single or partial exercise by any
party of any right preclude any other or future exercise thereof or the exercise
of any other right. No investigation by the Stockholders or Parent prior to or
after the date hereof shall stop or prevent the Stockholders from exercising any
right hereunder or be deemed to be a waiver of any such right.

     Section 6.4. Counterparts. This Agreement may be executed by facsimile
signature and may be executed in one or more counterparts, each of which shall
be deemed to constitute an original, but all of which together shall constitute
one and the same documents.

     Section 6.5. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New York applicable to
contracts made and to be performed in that State without giving effect to any
conflict of laws rules or principles that might require the application of the
laws of another jurisdiction.

     Section 6.6. Public Announcements. Subject to Section 3.1 and except with
respect to the initial public announcement that Parent has entered into the
Merger Agreement and the transactions contemplated thereby, including, without
limitation, this Agreement, each of the parties hereto agrees to hold in strict
confidence and not to publicly disclose the status of any discussions or
relations between the parties with respect to the subject matter of this
Agreement, or any of the terms or conditions of this Agreement, except to the
extent that (i) the parties


                                       13

mutually agree to publicly disclose such information or (ii) any party is
legally required (whether by federal securities laws, the rules of any stock
exchange or otherwise) to disclose such information; provided, however, that in
each case, the disclosing party shall consult with the non-disclosing party
prior to making any such disclosure and shall give the non-disclosing party a
reasonable opportunity to comment on the content of such disclosure.

     Section 6.7. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given, if delivered
personally, by facsimile or sent by overnight courier as follows:

          If to the Stockholders, to:

          GS Capital Partners 2000, L.P.
          GS Capital Partners 2000 Offshore, L.P.
          GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
          GS Capital Partners 2000 Employee Fund, L.P.
          Goldman Sachs Direct Investment Fund 2000, L.P.
          c/o Goldman, Sachs & Co.
          85 Broad Street
          New York, New York 10004
          Phone: (212) 902-1000
          Fax: (212) 357-5505
          Attention: Mr. Stuart Katz
          Attention: Ben Adler, Esq.

          with a copy to (which shall not constitute notice):

          Fried, Frank, Harris, Shriver & Jacobson LLP
          One New York Plaza
          New York, New York 10004
          Phone: (212) 859-8000
          Fax: (212) 859-8586
          Attention: David N. Shine, Esq.

          If to Parent, to:

          R.H. Donnelley Corporation
          1001 Winstead Drive
          Cary, North Carolina 27513
          Phone: (919) 297-1600
          Fax: (919) 297-1518
          Attention: Robert J. Bush, Esq


                                       14

          with a copy to (which shall not constitute notice):

          Jones Day
          901 Lakeside Avenue
          Cleveland, Ohio 44114
          Phone: (216) 586-3939
          Fax: (216) 579-0212
          Attention: Thomas C. Daniels, Esq.

or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.

     Section 6.8. Successors and Assigns. The terms of this Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and permitted assigns. Parent may not assign any of its
rights or delegate any of its duties under this Agreement without the prior
written consent of the Stockholders, provided that, after the Closing, subject
to applicable law, Parent may assign its rights under this Agreement in whole or
in part to any of its Affiliates, but no such assignment shall relieve Parent of
its obligations hereunder. No Stockholder may assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of Parent. Any purported assignment in violation of this Section 6.8
shall be void.

     Section 6.9. Jurisdiction; Waiver of Jury Trial. The state and federal
courts located in the State of New York in New York County shall have
jurisdiction over the parties with respect to any dispute or controversy between
them arising under or in connection with this Agreement and, by execution and
delivery of this Agreement, each of the parties to this Agreement submits to the
jurisdiction of those courts, including but not limited to the in personam and
subject matter jurisdiction of those courts, waives any objections to such
jurisdiction on the grounds of venue or forum non conveniens, the absence of in
personam or subject matter jurisdiction and any similar grounds, consents to
service of process by mail (in accordance with Section 6.7) or any other manner
permitted by law, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this Agreement. EACH PARTY WAIVES ANY RIGHT TO A
TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY
OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO
TRIAL BY JURY IN ANY DISPUTE WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 6.10. Captions; References. The captions contained in this
Agreement are for reference purposes only and are not part of this Agreement.
Unless otherwise indicated, all references to Articles, Sections, subsections or
Schedules in this Agreement refer to the Articles, Sections, subsections and
clauses of, and the Schedules to, this Agreement.

     Section 6.11. Schedules. The Schedules attached to this Agreement are
incorporated herein and will be part of this Agreement for all purposes.


                                       15

     Section 6.12. Third Parties. Nothing expressed or implied in this Agreement
is intended, or will be construed, to confer upon or give any Person other than
Parent and the Stockholders and their respective Affiliates any rights or
remedies under or by reason of this Agreement and no such other Person shall be
a third party beneficiary of any of the provisions hereof.

     Section 6.13. Severability. Should any part of this Agreement for any
reason be declared invalid, such decision shall not affect the validity of any
remaining portion, which remaining portion shall remain in full force and effect
as if this Agreement had been executed with the invalid portion thereof
eliminated, and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part or parts which may, for any reason, be hereafter
declared invalid.

     Section 6.14. No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If any ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.

     Section 6.15. Survival; Indemnification.

          (a) Survival. Subject to Article V, the representations, warranties,
     covenants and agreements of the parties hereto contained in this Agreement
     shall survive the Closing. In the case of the representations and
     warranties made by the Stockholders in this Agreement, such representations
     and warranties are being made severally and not jointly by such
     Stockholders.

          (b) Indemnification by Parent. From and after the Closing, Parent
     agrees to indemnify, defend and hold harmless the Stockholders, their
     Affiliates, and their officers, directors, partners, employees, agents,
     representatives, successors and any assigns of any of the foregoing
     ("Stockholder Indemnitees") against all claims, losses, liabilities,
     damages, interest and penalties, costs and expenses (other than any of the
     foregoing resulting from tax liabilities incurred by any of the
     Stockholders), including, without limitation, losses resulting from the
     defense, settlement or compromise of a claim, action, suit, investigation,
     subpoena or other compulsion of testimony, or proceeding, reasonable
     attorneys', accountants' and expert witnesses' fees, costs and expenses of
     investigation, and the costs and expenses of enforcing the indemnification
     provided hereunder incurred by any of the Stockholder Indemnitees arising
     out of or relating to: (i) any breach of any representation or warranty
     made by Parent in this Agreement, (ii) any breach of any covenant,
     agreement or obligation of Parent contained in this Agreement or (iii) any
     actual or threatened claim, litigation, action, suit, investigation or
     proceeding by any Person (other than a Stockholder Indemnitee) in
     connection with the (A) transactions contemplated hereby or by the Merger
     Agreement, or by any documents executed in connection therewith, or (B)
     negotiation, execution, delivery and performance of this Agreement, the
     Merger Agreement or any documents executed in connection therewith. Any
     payments made by Parent to a Stockholder under this Section 6.15 shall be
     considered an increase to such Stockholder's Specified Purchase Price.


                                       16

          (c) Indemnification by the Stockholders. From and after the Closing,
     the Stockholders, severally in proportion to their respective holdings of
     Preferred Stock, agree to indemnify, defend and hold harmless Parent, its
     other Affiliates, and their officers, directors, partners, employees,
     agents, representatives, successors and any assigns of any of the foregoing
     ("Parent Indemnitees") against all claims, losses, liabilities, damages,
     interest and penalties, costs and expenses, including, without limitation,
     losses resulting from the defense, settlement or compromise of a claim,
     action, suit, investigation, subpoena or other compulsion of testimony, or
     proceeding, reasonable attorneys', accountants' and expert witnesses' fees,
     costs and expenses of investigation, and the costs and expenses of
     enforcing the indemnification provided hereunder incurred by any of the
     Parent Indemnitees arising out of or relating to: (i) any breach of any
     representation or warranty made by the Stockholders in this Agreement or
     (ii) any breach of any covenant, agreement or obligation of the
     Stockholders contained in this Agreement.

     Section 6.16. Termination of Purchase Agreement; No Further Rights. Each of
the Stockholders hereby acknowledges and agrees that immediately following the
Closing (a) the Purchase Agreement shall terminate and be null and void and of
no further force or effect without any further action of the parties, (b) none
of the Stockholders will have any further rights to designate any directors of
Parent or veto any corporate action as provided in the Purchase Agreement or
otherwise, (c) the Registration Rights Agreement, dated November 25, 2002, among
Parent and the Stockholders shall terminate upon the Closing and be null and
void and of no further force or effect without any further action of the
parties, and, following the Closing, none of the Stockholders shall have any
registration rights with respect to any Securities of Parent, including, without
limitation, the Warrants or any shares of Parent Common Stock that may be issued
or issuable upon exercise of the Warrants (or issued or distributed in respect
of such shares of Parent Common Stock by way of stock dividend or stock split or
other distribution, recapitalization, reclassification, merger, consolidation or
otherwise), and (d) Parent may take such actions as it deems necessary,
desirable or appropriate following the Closing to cancel or otherwise terminate
the Certificate of Designations.

                    (Signatures are on the following pages.)


                                       17

     IN WITNESS WHEREOF, this Agreement has been executed by the respective duly
authorized officers of the parties hereto, all as of the date first above
written.

                                        R.H. DONNELLEY CORPORATION


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                              ----------------------------------
                                        Title: Vice President, General Counsel
                                               ---------------------------------
                                               and Corporate Secretary
                                               ---------------------------------


                                        R.H. DONNELLEY INC.


                                        By: /s/ Robert J. Bush
                                            ------------------------------------
                                        Name: Robert J. Bush
                                              ----------------------------------
                                        Title: Vice President, General Counsel
                                               ---------------------------------
                                               and Corporate Secretary
                                               ---------------------------------

               Stock Purchase and Support Agreement Signature Page

                                        GS CAPITAL PARTNERS 2000, L.P.

                                        By: GS Advisors 2000, L.L.C.
                                            Its General Partner


                                        By: /s/ Stuart Katz
                                            ------------------------------------
                                        Name: Stuart Katz
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.

                                        By: GS Advisors 2000, L.L.C.
                                            Its General Partner


                                        By: /s/ Stuart Katz
                                            ------------------------------------
                                        Name: Stuart Katz
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        GS CAPITAL PARTNERS 2000 GmbH & CO.
                                        BETEILIGUNGS KG

                                        By: Goldman Sachs Management GP GmbH
                                            Its General Partner


                                        By: /s/ Stuart Katz
                                            ------------------------------------
                                        Name: Stuart Katz
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
                                        L.P.

                                        By: GS Employee Funds 2000 GP, L.L.C.
                                            Its General Partner


                                        By: /s/ Stuart Katz
                                            ------------------------------------
                                        Name: Stuart Katz
                                              ----------------------------------
                                        Its: Vice President
                                             -----------------------------------

               Stock Purchase and Support Agreement Signature Page

                                        GOLDMAN SACHS DIRECT INVESTMENT FUND
                                        2000, L.P.

                                        By: GS Employee Funds 2000 GP, L.L.C.
                                            Its General Partner


                                        By: /s/ Stuart Katz
                                            ------------------------------------
                                        Name: Stuart Katz
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------

               Stock Purchase and Support Agreement Signature Page

                                   SCHEDULE A

                                  STOCKHOLDERS



                                          Shares of Preferred Stock
              Stockholder                     Beneficially Owned
              -----------                 -------------------------
                                       
GS Capital Partners 2000, L.P.                      55,313

GS Capital Partners 2000 Offshore, L.P.             20,098

GS Capital Partners 2000 GmbH & Co.
   Beteiligungs KG                                   2,311

GS Capital Partners 2000 Employee Fund,
   L.P.                                             17,564

Goldman Sachs Direct Investment Fund
   2000, L.P.                                        5,015



                                      A-1

EX-10.6

                                                                    Exhibit 10.6

(J.P. MORGAN LOGO)

                           J.P. MORGAN SECURITIES INC.
                                 270 Park Avenue
                            New York, New York 10017

                            JPMORGAN CHASE BANK, N.A.
                                 270 Park Avenue
                            New York, New York 10017

                                                                 October 2, 2005

                                Commitment Letter

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

Attention: Steven Blondy

Ladies and Gentlemen:

          R.H. Donnelley Corporation ("you" or the "Company") has advised J.P.
Morgan Securities Inc. ("JPMorgan") and JPMorgan Chase Bank, N.A. ("JPMCB" and,
together with JPMorgan, the "Commitment Parties") that it intends to enter into
a merger agreement (the "Merger Agreement") pursuant to which it will acquire
(the "Acquisition") all of the outstanding capital stock of the company
separately identified to us as "Delta" (the "Target") from the existing holders
of such capital stock (the "Sellers"). We understand that the Acquisition will
be effected by merging (the "Merger") the Target with and into a newly formed
subsidiary of the Company with such newly formed subsidiary being the survivor
of the Merger. You have also advised us of the following in connection with the
Acquisition: (a) you intend to redeem your outstanding 8% redeemable convertible
cumulative preferred stock (the "Preferred Stock"); (b) the consummation of the
Acquisition will trigger a requirement to offer (the "Change of Control Offers")
to repurchase the outstanding bonds of the Target and its subsidiaries described
on Schedule I hereto (collectively, the "Delta Bonds") at a purchase price equal
to 101% of the outstanding principal amount thereof or, in the case of the
Target's 9% Senior Discount Notes due 2013, at 101% of the Accreted Value (as
defined in the applicable indenture); (c) the consummation of the Acquisition
and other transactions contemplated hereby will require consents and other
amendments (the "Delta Credit Agreement Amendments") under the Credit Agreement,
dated as of November 8, 2002 (as amended, the "Delta East Credit Agreement") and
the Credit Agreement, dated as of September 9, 2003 (as amended, the "Delta West
Credit Agreement" and, together with the Delta East Credit Agreement, the "Delta
Credit Agreements"), in each case as described on Schedule II and other such
amendments necessary or appropriate to consummate the Acquisition and the other
transactions contemplated hereby

                                                                               2


as may be mutually agreed; and (d) you will seek approval of amendments (the
"RHD Credit Agreement Amendments" and, together with the Delta Credit Agreement
Amendments, the "Amendments") to the existing Amended and Restated Credit
Agreement, dated as of September 1, 2004 (as amended, the "RHD Credit
Agreement") with your subsidiary R.H. Donnelley Inc. ("RHD") as described on
Schedule III and other such amendments necessary or appropriate to consummate
the Acquisition and the other transactions contemplated hereby as may be
mutually agreed. References herein to the "Transaction" shall include the
financings described herein, including, without limitation, the redemption of
the Preferred Stock and the Change of Control Offers, and all other transactions
related to the Transaction, including, without limitation, the Acquisition. The
borrower under the Delta West Credit Agreement is referred to herein as "Delta
West", and the borrower under the Delta East Credit Agreement is referred to
herein as "Delta East".

          You have further advised us that you propose to finance the
Transaction and the related fees and expenses from the following sources: (a)
the issuance of at least 36.3 million new shares of common stock of the Company
valued at approximately $2,359,500,000, based on the September 20, 2005 closing
price of $65 per share, to the Sellers (the "New Equity"); (b) $503,000,000 from
incremental senior secured term loan facilities (the "Incremental Tranche B
Delta West Facility") to be made available under the Delta West Credit
Agreement; (c) $1,842,000,000 (as such amount may be increased in connection
with the Company Bond Backstop (as defined below)) in cash proceeds from either
(i) the issuance by the Company of senior notes (the "Company Holdco Notes") in
a public offering or Rule 144A private placement or (ii) in the event the
Company is unable to issue the full amount of the Company Holdco Notes at or
prior to the time the Acquisition is consummated, borrowings under a senior
bridge facility of the Company (the "Company Holdco Facility"); and (d)
$250,000,000 in cash proceeds from either (i) the issuance by the Target of
senior notes (the "Target Holdco Notes" and, together with the Company Holdco
Notes, the "Holdco Notes") in a public offering or Rule 144A private placement
or (ii) in the event the Target is unable to issue the full amount of the Target
Holdco Notes at or prior to the time the Acquisition is consummated, borrowings
under a senior bridge facility of the Target (the "Target Holdco Facility";
together with the Company Holdco Facility, the "Holdco Facilities"; and the
Holdco Facilities, together with the Incremental Tranche B Delta West Facility,
the "Credit Facilities"). It is understood that the Change of Control Offers
will be commenced prior to the Closing Date (as defined in the Term Sheets) and
that any funding required in connection with the Change of Control Offers will
occur on the Closing Date.

          We also understand that you are considering making an offer to
repurchase the outstanding 8.875% Senior Notes of RHD (the "RHD Bond
Repurchase"), which would be financed with an incremental term loan facility
(the "Incremental RHD Facility") in an aggregate amount equal to $325,000,000
(plus the amount of any premiums paid in connection with the RHD Bond
Repurchase) and with substantially the same terms and conditions as those
applicable to the Tranche A-2 Term Loans (as defined in the RHD Credit
Agreement) outstanding thereunder.

          You have requested that (a) JPMorgan agree to act as the sole lead
arranger and sole bookrunner for the Credit Facilities, (b) JPMCB commit to
provide the Credit Facilities, (c) JPMorgan agree to assist in obtaining the
consents required (the "Required Bank Consents") in connection with the approval
of the Amendments, (d) JPMCB agree to offer to acquire commitments and/or loans
of Non-Consenting Lenders (as defined below) in connection with the solicitation
of the Required Bank Consents as described below, (e) JPMCB commit to provide
the financing required to fund any purchases required to be made pursuant to the
Change of Control Offers (the "Put Financing") and (f) JPMorgan agree to act as
sole lead arranger and sole bookrunner for the Incremental RHD Facility. It is
understood and agreed that any Put Financing shall, at JPMCB's option, after
consultation with the Company, be comprised of (a) an increase to the Delta
Credit Agreements, (b) an increase to the Company Holdco Facility and/or the
Target Holdco Facility, (c) an increase in the amount of Holdco Notes, (d)
borrowings under bridge

                                                                               3


facilities (the "Delta Bridge Facilities" and, together with the Holdco
Facilities, the "Bridge Facilities") at Delta East and/or Delta West, as the
case may be, and/or (e) the purchase or issuance of notes with the same terms
and conditions as the notes tendered pursuant to the associated Change of
Control Offer (any Put Financing described in clauses (a), (b) and (d) above is
referred to herein as a "Bank Put Financing"), provided that any Put Financing
and any other Facility (as defined below) shall be in compliance with all other
debt instruments and credit agreements of the Company, the Target and their
respective subsidiaries. In addition, to the extent the 6.875% Senior Notes due
2013 of the Company (the "Existing Company Bonds") need to be refinanced in
connection with the Transaction, it is understood and agreed that the Company
Holdco Facility or the Company Holdco Notes shall be increased by an amount
equal to $300,000,000 (the "Company Bond Backstop") to finance the tender of the
Existing Company Bonds.

          JPMorgan is pleased to advise you that it is willing to act as the
sole lead arranger and sole bookrunner for the Credit Facilities and any Bank
Put Financing, and JPMCB is pleased to advise you of its commitment to provide
the entire amount of the Credit Facilities and any Put Financing. This
Commitment Letter and the Summaries of Terms and Conditions attached as Exhibits
A, B, C, D, E and F hereto (the "Term Sheets") set forth the principal terms and
conditions on and subject to which JPMCB is willing to make available the Credit
Facilities and any Put Financing. It is agreed that JPMorgan will act as the
sole lead arranger and sole bookrunner in respect of the Credit Facilities and
any Bank Put Financing, and that JPMCB will act as the sole administrative agent
in respect of the Credit Facilities and any Bank Put Financing.

          JPMorgan is also pleased to advise you that it is willing to act as
(a) the sole lead arranger and the sole bookrunner for the Amendments, any
Acquired Facilities (as defined below) and any Refinanced Facilities (as defined
below) and, as such, it will use its commercially reasonable efforts to solicit
the Required Bank Consents and (b) the sole lead arranger and the sole
bookrunner for the Incremental RHD Facility and, as such, to use its
commercially reasonable efforts to arrange a syndicate of Lenders (as defined
below) to provide the Incremental RHD Facility and to obtain any consents
required under the RHD Credit Agreement in connection therewith. In the event
that, notwithstanding JPMorgan's efforts pursuant to clause (a) of the preceding
sentence, one or more lenders which are parties to the Delta Credit Agreements
or the RHD Credit Agreement, as applicable (the "Existing Lenders"), and whose
consent is required for the Amendments to become effective, are not willing to
approve the Amendments (each, a "Non-Consenting Lender"), JPMCB is pleased to
advise you of its commitment (a) to offer to acquire (and, if such offer is
accepted, to acquire) by assignment on the Closing Date (as defined in the Term
Sheets) at par and pursuant to customary documentation sufficient commitments
and/or loans of Non-Consenting Lenders necessary to cause the Amendments to
become effective (any such commitments and/or loans so acquired by assignment,
the "Acquired Facilities") or (b) if one or more Non-Consenting Lenders whose
consent is required for the Amendments to become effective are unwilling to
assign their commitments and/or loans to JPMCB pursuant to the preceding clause
(a), to refinance the Delta Credit Agreements and/or the RHD Credit Agreement,
as applicable, upon the terms and subject to the conditions set forth or
referred to in this Commitment Letter (the "Refinanced Facilities" and together
with the Credit Facilities, the Acquired Facilities, the Incremental RHD
Facility and any Bank Put Financing, the "Facilities") (it being understood, in
each case, that, concurrently with the consummation of the Acquisition, the
terms of the Acquired Facilities or the Refinanced Facilities, as the case may
be, will be amended in the manner contemplated by this Commitment Letter but
will otherwise be on substantially the same terms as the Delta Credit Agreements
or the RHD Credit Agreement, as applicable).

          You agree that, as a condition to the commitments and agreements
hereunder, no other agents, co-agents or arrangers will be appointed, no other
titles will be awarded and no compensation (other than that expressly
contemplated by the Term Sheets and Fee Letter referred to below) will be paid

                                                                               4


in connection with the Credit Facilities, the Amendments or any Bank Put
Financing unless you and we shall so agree.

          JPMorgan intends to syndicate the Facilities to a group of financial
institutions (together with JPMCB and the Existing Lenders (other than
Non-Consenting Lenders), the "Lenders") identified by us in consultation with
you. JPMorgan intends to commence syndication efforts in respect of the
Facilities and solicitation efforts in respect of the Amendments promptly
following the execution of the Merger Agreement, and you agree actively to
assist JPMorgan in completing a syndication and solicitation satisfactory it.
Your assistance in respect of our syndication and solicitation efforts shall
include (a) your using commercially reasonable efforts to ensure that the
syndication and solicitation efforts benefit from your existing lending and
investment banking relationships, (b) direct contact between your senior
management and advisors and the proposed Lenders, (c) assistance in the
preparation of a Confidential Information Memorandum and other marketing
materials to be used in connection with the syndication and solicitation efforts
and (d) the hosting, with JPMorgan, of one or more meetings of prospective
Lenders. You also agree that, at your expense, you will work with JPMorgan to
procure, on or prior to the commencement of general syndication of the
Facilities, a rating for the Facilities (after giving effect to the Transaction)
by Moody's Investors Service, Inc. and Standard & Poor's Ratings Group.

          JPMorgan will manage, in consultation with you, all aspects of the
syndication and solicitation efforts, including decisions as to the selection of
institutions to be approached and when they will be approached, when their
commitments or approvals will be accepted, which institutions will participate,
the allocations of the commitments among the Lenders and the amount and
distribution of fees among the Lenders. To assist JPMorgan in its syndication
and solicitation efforts, you agree promptly to prepare and provide to JPMorgan
all information with respect to the Company and the Transaction, including all
financial information and projections through 2011 (such projections, together
with all other forward-looking information, collectively called the
"Projections"), as we may reasonably request in connection with the arrangement
and syndication of the Facilities and the approval of the Amendments. At our
request, you also agree to assist in the preparation of a version of the
information package and presentation consisting exclusively of information and
documentation that is either publicly available or not material with respect to
you and your affiliates and any of your or their securities for purposes of
United States federal and state securities laws. You hereby represent and
covenant that (a) to the best of your knowledge, all written information other
than the Projections (the "Information") that has been or will be made available
to us by you or any of your representatives, when taken as a whole, is or will
be true and correct in all material respects and does not or will not, when
furnished, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which such statements
are made and (b) the Projections that have been or will be made available to us
by you or any of your representatives, have been or will be prepared in good
faith based upon assumptions believed by you to be reasonable at the time
prepared (it being understood that Projections are subject to significant
uncertainties and contingencies, many of which are beyond your control, and that
no assurance is given that such Projections will be realized). You agree to
supplement the Information and Projections from time to time until the Closing
Date so that the representations in the preceding sentence remain correct. You
understand that in arranging and syndicating the Facilities and in soliciting
the approval of the Amendments we may use and rely on the Information and the
Projections without independent verification thereof.

          As consideration for JPMCB's commitment hereunder and JPMorgan's
agreement to perform the services described herein, you agree to pay, or to
cause the applicable Borrower to pay, to the Commitment Parties the
nonrefundable fees set forth in the Term Sheets and in the Fee Letter dated the

                                                                               5


date hereof and delivered herewith (the "Fee Letter"), which fees and other
expenses required to be paid on or before the Closing Date may be netted out of
any initial funding under the Facilities.

          Each Commitment Party's commitments and agreements hereunder are
subject to (a) such Commitment Party's satisfaction that since June 30, 2005, no
event has occurred that has had or would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on (i) the business,
results of operations or financial condition of the Target and its subsidiaries,
taken as a whole (provided, however, that with respect to this clause (i),
material adverse effect will be deemed not to include effects to the extent
resulting from (A) changes in or relating to the United States economy or United
States financial, credit or securities markets in general or (B) changes in or
relating to the industries in which the Target operates or the markets for any
of the Target's products or services in general, which changes in the case of
clauses (A) and (B) do not affect the Target to a materially disproportionate
degree relative to other entities operating in such markets or industries or
serving such markets) or (ii) the ability of the Target to consummate the
transactions contemplated by the Merger Agreement in the manner contemplated
thereby, (b) the negotiation, execution and delivery of definitive documentation
with respect to the Facilities and the Amendments, the terms and conditions of
which shall be consistent with the terms set forth in this Commitment Letter and
the Term Sheets, including the funding conditions attached hereto as Exhibit F,
and in a form reasonably satisfactory to the Administrative Agent and the
Lenders (the "Credit Documentation"), it being understood that there shall be no
conditions to closing or the initial funding other than conditions expressly set
forth in this Commitment Letter and the Term Sheets, and the Commitment Parties
agree to provide Credit Documentation, including financial covenants, in such
form that the terms thereof do not impair availability of the Credit Facilities
on the Closing Date or result in an immediate or likely default thereunder at or
immediately after the Closing Date, and (c) the other conditions set forth in
Exhibit F.

          You agree that during the syndication of the Facilities or the
solicitation of approvals for the Amendments that there shall be no competing
offering, placement or arrangement of any debt securities or bank financing by
or on behalf of you or your subsidiaries or the Target or any of its
subsidiaries.

          You agree (a) to indemnify and hold harmless each Commitment Party,
its affiliates and its and its affiliates' officers, directors, employees,
advisors and agents (each, an "Indemnified Person") as set forth in Annex A
hereto and (b) to reimburse each Commitment Party and its affiliates on demand
for all reasonable out-of-pocket expenses (including due diligence expenses,
syndication expenses, consultant's fees and expenses, travel expenses, and
reasonable fees, charges and disbursements of counsel) incurred in connection
with the Facilities or the Amendments and any related documentation (including
this Commitment Letter, the Term Sheets, the Fee Letter and the definitive
financing documentation) or the administration, amendment, modification or
waiver thereof. No Indemnified Person shall be liable (i) for any damages
arising from the use by unauthorized persons of Information or other materials
sent through electronic, telecommunications or other information transmission
systems that are intercepted by such persons except to the extent resulting from
the gross negligence or willful misconduct of such Indemnified Person or (ii)
for any special, indirect, consequential or punitive damages in connection with
the Facilities or the Amendments.

          You acknowledge that each Commitment Party and its affiliates (the
term "Commitment Party" as used below in this paragraph being understood to
include such affiliates) may be providing debt financing, equity capital or
other services (including financial advisory services) to other companies in
respect of which you may have conflicting interests regarding the Transaction
and otherwise. Such Commitment Party will not use confidential information
obtained from you by virtue of the Transaction or its other relationships with
you in connection with the performance by such Commitment Party of services for
other companies, and such Commitment Party will not furnish any such information
to other

                                                                               6


companies. You also acknowledge that such Commitment Party has no obligation to
use in connection with the Transaction, or to furnish to you, confidential
information obtained from other companies.

          This Commitment Letter shall not be assignable by you without the
prior written consent of each Commitment Party (and any purported assignment
without such consent shall be null and void), is intended to be solely for the
benefit of the parties hereto and is not intended to confer any benefits upon,
or create any rights in favor of, any person other than the parties hereto and
the Indemnified Persons. This Commitment Letter may not be amended or waived
except by an instrument in writing signed by you and each of us. This Commitment
Letter may be executed in any number of counterparts, each of which shall be an
original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this Commitment Letter by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof. This Commitment Letter and the Fee Letter are the only agreements that
have been entered into among us with respect to the Facilities and the
Amendments and set forth the entire understanding of the parties with respect
thereto. This Commitment Letter shall be governed by, and construed in
accordance with, the laws of the State of New York. This Commitment Letter is
not intended to create a fiduciary relationship among the parties hereto.

          This Commitment Letter is delivered to you on the understanding that
neither this Commitment Letter, the Term Sheets or the Fee Letter nor any of
their terms or substance shall be disclosed, directly or indirectly, by you to
any other person except (a) to your officers, agents and advisors who are
directly involved in the consideration of this matter, (b) as may be compelled
in a judicial or administrative proceeding (in which case you agree to inform us
promptly thereof) or as otherwise required by law or (c) in the case of the
Commitment Letter and Term Sheets only, on a confidential basis, to the Sellers
and the advisors to the Board of Directors of the Target (it being understood
that the Fee Letter may not be disclosed).

          The compensation, reimbursement, indemnification and confidentiality
provisions contained herein and in the Fee Letter shall remain in full force and
effect regardless of whether definitive financing documentation shall be
executed and delivered and notwithstanding the termination of this Commitment
Letter or the JPMCB's commitment hereunder.

          You hereby irrevocably submit to the non-exclusive jurisdiction of any
court of the State of New York located in the Borough of Manhattan in the City
of New York or the United States District Court for the Southern District of the
State of New York, or any appellate courts from any thereof, for the purpose of
any suit, action or other proceeding arising out of this Commitment Letter, the
Fee Letter, the Amendments or any of the agreements or transactions contemplated
hereby, which is brought by or against you and you (i) hereby irrevocably agree
that all claims in respect of any such suit, action or proceeding may be heard
and determined in any such court and (ii) hereby agree not to commence any
action, suit or proceeding relating to this Commitment Letter, the Fee Letter or
any such other agreements or transactions other than in such court except to the
extent mandated by applicable law. You hereby waive any objection that you may
now or hereafter have to the venue of any such suit, action or proceeding in any
such court or that such suit, action or proceeding was brought in an
inconvenient court and agree not to plead or claim the same. You hereby
acknowledge that you have been advised by counsel in the negotiation, execution
and delivery of this Commitment Letter, the Fee Letter and the other agreements
and transactions contemplated hereby, that no Commitment Party has any fiduciary
relationship with or fiduciary duty to you or any other person arising out of or
in connection with this Commitment Letter, the Fee Letter or any of the other
agreements or transactions contemplated hereby and that no Commitment Party has
been retained to advise or has advised you or any other person regarding the
wisdom, prudence or advisability of entering into or consummating the
Facilities. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS COMMITMENT LETTER, THE FEE
LETTER

                                                                               7


OR ANY OF THE OTHER AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY
COUNTERCLAIM RELATING THERETO.

          Each of the Lenders hereby notifies you that, pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into
law on October 26, 2001) (the "Patriot Act"), it is required to obtain, verify
and record information that identifies the Company and its subsidiaries
(including Target and its subsidiaries), which information includes names and
addresses and other information that will allow such Lender to identify the
Company and its subsidiaries in accordance with the Patriot Act.

          If the foregoing correctly sets forth our agreement, please indicate
your acceptance of the terms hereof and of the Term Sheets and the Fee Letter by
returning to us executed counterparts hereof and of the Fee Letter not later
than 12:00 p.m., New York City time, on October 3, 2005. JPMCB's commitment and
the JPMorgan's agreements herein will automatically expire at such time in the
event that we have not received such executed counterparts in accordance with
the immediately preceding sentence. If you do so execute and deliver to us this
Commitment Letter and the Fee Letter, JPMCB agrees to hold its commitment
available for you until the earliest of (i) the termination of the Merger
Agreement, (ii) the consummation of the Acquisition without the funding of the
Facilities or the Holdco Notes and (iii) 5:00 p.m., New York City time, on June
30, 2006.

          We are pleased to have been given the opportunity to assist you in
connection with this important financing.

                                        Very truly yours,

                                        J.P. MORGAN SECURITIES INC.


                                        By: /s/ Richard Gabriel
                                            ------------------------------------
                                        Name: Richard P. Gabriel
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------


                                        JPMORGAN CHASE BANK, N.A.


                                        By: /s/ Gary Spevack
                                            ------------------------------------
                                        Name: Gary Spevack
                                              ----------------------------------
                                        Title: Vice President
                                               ---------------------------------

Accepted and agreed to
as of the date first
written above by:

R.H. DONNELLEY CORPORATION


By: /s/ Jennifer Apker
    ---------------------------------
Name: Jennifer Apker
      -------------------------------
Title: Vice President and Treasurer
       ------------------------------

                                                                         Annex A

          Capitalized terms used and not otherwise defined herein are used with
the meanings attributed thereto in the Commitment Letter dated October 2, 2005
(the "Commitment Letter") from J.P. Morgan Securities Inc. and JPMorgan Chase
Bank, N.A., to R.H. Donnelley Corporation (the "Indemnifying Party") of which
these Indemnification Provisions form an integral part.

          To the fullest extent permitted by applicable law, the Indemnifying
Party agrees that it will indemnify and hold harmless each Indemnified Person
from and against any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements and any and
all actions, suits, proceedings and investigations in respect thereof and any
and all reasonable legal or other costs, expenses and disbursements in giving
testimony or furnishing documents in response to a subpoena or otherwise
(including, without limitation, the costs, expenses and disbursements, as and
when incurred, of investigating, preparing or defending any such action,
proceeding or investigation (whether or not in connection with litigation in
which such Indemnified Person is a party) and including, without limitation, any
and all losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses and disbursements, resulting from any negligent act
or omission of such Indemnified Person), directly or indirectly, caused by,
relating to, based upon, arising out of or in connection with (i) the
Transaction, (ii) the Commitment Letter, the Fee Letter, the Facilities or the
Amendments, or (iii) any untrue statement or alleged untrue statement of a
material fact contained in, or omissions or alleged omissions in, information
furnished by the Indemnifying Party or any of its subsidiaries or affiliates to
any of the Indemnified Persons or any other person in connection with the
Transaction or the Commitment Letter, provided, however, such indemnity
agreement shall not apply with respect to an Indemnified Person to any portion
of any such loss, claim, damage, obligation, penalty, judgment, award,
liability, cost, expense or disbursement to the extent it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to
have resulted primarily from the gross negligence or willful misconduct of such
Indemnified Person.

          These Indemnification Provisions shall be in addition to any liability
which the Indemnifying Party may have to the Indemnified Persons.

          If any action, suit, proceeding or investigation is commenced, as to
which any of the Indemnified Persons proposes to demand indemnification, it
shall notify the Indemnifying Party with reasonable promptness, provided,
however, that any failure by any of the Indemnified Persons to so notify the
Indemnifying Party shall not relieve the Indemnifying Party from its obligations
hereunder. Each Commitment Party, on behalf of the Indemnified Persons, shall
have the right to retain counsel of its choice to represent the Indemnified
Persons, and the Indemnifying Party shall pay the fees, expenses and
disbursement of such counsel, and such counsel shall, to the extent consistent
with its professional responsibilities, cooperate with the Indemnifying Party
and any counsel designated by the Indemnifying Party. The Indemnifying Party
shall be liable for any settlement of any claim against any of the Indemnified
Persons made with its written consent, which consent shall not be unreasonably
withheld. Without the prior written consent of the relevant Indemnified Person,
the Indemnifying Party shall not settle or compromise any claim, permit a
default or consent to the entry of any judgment in respect thereof.

          In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to these Indemnification Provisions is made but is
found by a judgment of a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Indemnifying Party, on the one hand, and the Indemnified Persons, on the
other hand, shall contribute to the losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and

                                                                               2


disbursements to which the Indemnified Persons may be subject in accordance with
the relative benefits received by the Indemnifying Party, on the one hand, and
the Indemnified Persons, on the other hand, and also the relative fault of the
Indemnifying Party, on the one hand, and the Indemnified Persons, on the other
hand, in connection with the statements, acts or omissions which resulted in
such losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses and disbursements and the relevant equitable
considerations shall also be considered. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any other person who is
not also found liable for such fraudulent misrepresentation. Notwithstanding the
foregoing, none of the Indemnified Persons shall be obligated to contribute any
amount hereunder that exceeds the amount of fees previously received by such
Indemnified Person pursuant to the Commitment Letter and the Fee Letter.

          Neither expiration or termination of the JPMCB's commitment under the
Commitment Letter or funding or repayment of the loans under the Facilities
shall affect these Indemnification Provisions which shall remain operative and
in full force and effect.

                                                                      Schedule I

Outstanding Bonds of Delta and Its Subsidiaries

"Delta East Bonds":

Delta Media East 9.875% Senior Notes due 2009 ($450,000,000)

Delta Media East 12.125% Senior Subordinated Notes due 2012 ($341,250,000)

"Delta West Bonds":

Delta Media West 8.5% Senior Notes due 2010 ($385,000,000)

Delta Media West 9.875% Senior Subordinated Notes due 2013 ($761,800,000)

Delta Media West 5.875% Senior Notes due 2011($300,000,000)

"Delta Inc. Bonds":

Delta Media Inc. 9.0% Senior Discount Notes due 2013 ($389,000,000 and
$361,000,000)

Delta Media Inc. 8.0% Senior Notes due 2013 ($500,000,000)

                                                                     Schedule II

1. Amend change of control.

2. Amend to permit repurchase of bonds tendered in Change of Control Offers and
to permit backstop facilities (to the extent refinancing or basket provisions
not available).

3. Amend to include Incremental Tranche B Delta West Facility.

4. Amend to permit new Target bonds (to the extent baskets not available).

5. Amend Delta West Credit Agreement to permit upstreaming of proceeds of
incremental debt (to the extent baskets not available). (Section 6.08).

6. Waiver of cross-defaults resulting from Change of Control Offers will be
required. (Section 9.02).

7. Amend financial covenants to the extent necessary or appropriate to reflect
the capital structure contemplated hereby.

8. The amendments/waiver mentioned above require approval of Required Lenders
(i.e., more than 50% approval).

                                                                    Schedule III

1. Amend passive holding company provisions to allow for acquisition of Target.
(Sections 8.8, 8.16 and 9(l)).

2. Amend to permit new Company bonds. (Sections 8.2 and 9(l)).

3. Amend to permit negative pledge in new Company bonds. (Section 8.14).

4. Amend financial covenants. (Section 8.1).

5. The amendments mentioned above require approval of Required Lenders (i.e.,
more than 50% approval). (Section 11.1).

                                                                       EXHIBIT A

                                   DELTA WEST
                         INCREMENTAL TRANCHE B FACILITY
                    Summary of Principal Terms and Conditions

                                   ----------

          R.H. Donnelley Corporation (the "Company") has indicated that it
intends to enter into a merger agreement (the "Merger Agreement") pursuant to
which the Company will acquire (the "Transaction") the outstanding capital stock
of the company separately identified to us as "Delta" (the "Target") from the
existing holders of such capital stock (the "Sellers"). Unless otherwise defined
herein, terms which are defined in the Commitment Letter to which this Term
Sheet is attached are used herein as so defined. Set forth below is a statement
of the terms and conditions for the Incremental Tranche B Delta West Facility to
be used to finance a portion of the Transaction:

                              
Borrower:                        Delta West.

Acquisition and Other            R.H. Donnelly Corporation (the "Company")
Transactions:                    intends to acquire (the "Acquisition") all of
                                 the outstanding stock of the company separately
                                 identified as "Delta" (the "Target") from the
                                 existing holders of such capital stock (the
                                 "Sellers"). The Acquisition will be effected in
                                 accordance with a definitive merger agreement
                                 (the "Merger Agreement") to be entered into by
                                 the Company, the Target and/or one or more of
                                 their respective affiliates. The Company
                                 intends to finance the Acquisition and related
                                 transactions from the following sources: (a)
                                 the issuance of new common stock of the Company
                                 to the Sellers with an agreed valuation of
                                 $2,359,500,000 (the "New Equity"); (b)
                                 $1,842,000,000 in cash proceeds (the "Company
                                 Holdco Financing") from either (i) the issuance
                                 by the Company of senior notes (the "Company
                                 Holdco Notes") in a public offering or Rule
                                 144A private placement or (ii) in the event the
                                 Company is unable to issue the full amount of
                                 the Company Holdco Notes at or prior to the
                                 time the Acquisition is consummated, borrowings
                                 under a senior bridge facility of the Company
                                 (the "Company Holdco Facility"); (c)
                                 $250,000,000 in cash proceeds (the "Target
                                 Holdco Financing") from either (i) the issuance
                                 by the Target of senior notes (the "Target
                                 Holdco Notes" and, together with the Company
                                 Holdco Notes, the "Holdco Notes") in a public
                                 offering or Rule 144A private placement or (ii)
                                 in the event the Target is unable to issue the
                                 full amount of the Target Holdco Notes at or
                                 prior to the time the Acquisition is
                                 consummated, borrowings under a senior bridge
                                 facility of the Target (the "Target Holdco
                                 Facility"); and (d) the Target will obtain the
                                 Incremental Tranche B Delta West Facility (as
                                 defined below).



                                                                               2


                              
                                 The proceeds of the Incremental Tranche B Delta
                                 West Facility (as defined below), together with
                                 the proceeds of the New Equity, the Company
                                 Holdco Financing and the Target Holdco
                                 Financing, with be used to finance the
                                 Transaction and to pay the related fees and
                                 expenses. References herein to the
                                 "Transaction" shall include the financings
                                 described herein and all other transactions
                                 related to the Transaction.

Administrative Agent:            JPMorgan Chase Bank, N.A. ("JPMCB", in such
                                 capacity, the "Administrative Agent") will
                                 continue to act as sole Administrative Agent
                                 for the Lenders under the Delta West Credit
                                 Agreement.

Sole Arranger and Sole           J.P. Morgan Securities, Inc. ("JPMorgan", in
Bookrunner:                      such capacity, the "Arranger")

Amendment and Restatement of     In connection with the Transactions, the Delta
Delta West Credit Agreement:     West Credit Agreement will be amended and
                                 restated (the "Delta West Amendments") as
                                 described below in order to, among other
                                 things, permit the Acquisition and to provide
                                 the Incremental Tranche B Delta West Facility,
                                 subject to the terms and conditions
                                 contemplated hereby. The existing senior
                                 secured Tranche A term loan facility (the
                                 "Existing Senior Secured Tranche A Term Loan
                                 Facility"), the existing senior secured Tranche
                                 B term loan facility (the "Existing Senior
                                 Secured Tranche B Term Loan Facility" and,
                                 together with the Existing Senior Secured
                                 Tranche A Term Loan Facility, the "Existing
                                 Term Loan Facilities") and the existing senior
                                 revolving credit facility (the "Existing Senior
                                 Revolving Credit Facility" and, together with
                                 the Existing Senior Secured Tranche A Term Loan
                                 Facility and the Existing Senior Secured
                                 Tranche B Term Loan Facility, the "Existing
                                 Facilities") under the Delta West Credit
                                 Agreement will remain in place.

Amendments to Terms of           As described on Schedule II to the Commitment
Existing Facilities:             Letter.

Incremental Tranche B Delta      In addition to the Existing Facilities, the
West Facility:                   Delta West Amendments will provide for an
                                 additional senior secured Tranche B term loan
                                 in an aggregate principal amount of up to
                                 $503,000,000 (the "Incremental Tranche B Delta
                                 West Facility").

Purpose:                         The proceeds of the loans made under the
                                 Incremental Tranche B Delta West Facility,
                                 together with the proceeds of the New Equity,
                                 the Company Holdco Financing and the Target
                                 Holdco Financing, will be used by the Company
                                 to finance the Transaction and to pay fees and
                                 expenses incurred in connection with the
                                 Transactions.



                                                                               3


                              
Availability:                    The full amount of the Incremental Tranche B
                                 Delta West Facility must be drawn in a single
                                 drawing on the date (the "Delta West Amendments
                                 Closing Date") on which the Delta West
                                 Amendments become effective and the Acquisition
                                 is consummated. Amounts borrowed under the
                                 Incremental Tranche B Delta West Facility that
                                 are repaid or prepaid may not be reborrowed.

Interest Rates and Fees:         (A)  The commitment fees in respect of the
                                      Existing Senior Revolving Credit Facility
                                      and the interest rates in respect of the
                                      Existing Facilities will not be changed.

                                 (B)  Loans under the Incremental Tranche B
                                      Delta West Facility will bear interest at
                                      the same rates as the Existing Senior
                                      Secured Tranche B Term Loan Facility,
                                      which are (i) Adjusted LIBOR plus 1.75%
                                      per annum (determined according to a
                                      pricing grid by reference to the Leverage
                                      Ratio) or (ii) Alternate Base Rate plus
                                      0.75% per annum (determined according to
                                      such pricing grid).

                                 "Adjusted LIBOR" means the rate (adjusted for
                                 statutory reserve requirements for eurocurrency
                                 liabilities) for eurodollar deposits for a
                                 three-month period appearing on Page 3750 of
                                 the Telerate screen, provided that in the event
                                 that Adjusted LIBOR cannot be determined on the
                                 Closing Date, the Alternate Base Rate (as
                                 defined below) on the Closing Date shall be
                                 substituted in lieu thereof.

                                 "Alternate Base Rate" means the greater of (i)
                                 the rate of interest publicly announced by
                                 JPMCB as its prime rate in effect at its
                                 principal office in New York City and (ii) the
                                 federal funds effective rate from time to time
                                 plus 0.50%.

Final Maturity and               (A)  The maturity of the Existing Facilities
Amortization:                         and the amortization of the Existing Term
                                      Loan Facilities will not be changed.

                                 (B)  The Incremental Tranche B Delta West
                                      Facility will mature on the same date as
                                      the Existing Senior Secured Tranche B Term
                                      Loan Facility and will amortize in
                                      quarterly installments in amounts
                                      proportional to the amortization of the
                                      Existing Senior Secured Tranche B Term
                                      Loan Facility.

Guarantees and Security:         All obligations of Delta West in respect of the
                                 Incremental Tranche B Delta West Facility will
                                 be guaranteed and secured on the same basis as,
                                 and ratably with, the Existing Facilities.



                                                                               4


                              
Prepayments:                     Loans under the Incremental Tranche B Delta
                                 West Facility will be subject to mandatory and
                                 optional prepayment on the same terms as are
                                 applicable to loans under the Existing Senior
                                 Secured Tranche B Term Loan Facility, as
                                 amended by the contemplated Delta Credit
                                 Agreement Amendments.

Documentation:                   Substantially consistent with the Delta West
                                 Credit Agreement, as amended by the
                                 contemplated Delta Credit Agreement Amendments
                                 (such documentation, the "Incremental Tranche B
                                 Delta West Facility Documentation").

Conditions Precedent to Delta    The availability of the Incremental Tranche B
West Amendments and Borrowing    Delta West Facility shall be conditioned upon
under the Incremental Tranche    the satisfaction of the conditions set forth in
B Delta West Facility:           Exhibit F.


Representations, Covenants,      Substantially the same as the representations,
Events of Default and Other      covenants, events of default and other
Provisions:                      provisions included in the Delta West Credit
                                 Agreement and related documentation, modified
                                 as appropriate to permit the Acquisition and
                                 the Incremental Tranche B Delta West Facility
                                 and as otherwise described herein.

Governing Law and Forum:         New York.

Counsel to the Administrative    Simpson Thacher & Bartlett LLP.
Agent and the Arranger:



                                                                       EXHIBIT B

                           R.H. DONNELLEY CORPORATION
                                 SENIOR FACILITY
                         Summary of Terms and Conditions

                                   ----------

          R.H. Donnelley Corporation (the "Company") has indicated that it
intends to enter into a merger agreement (the "Merger Agreement") pursuant to
which the Company will acquire (the "Transaction") the outstanding capital stock
of the company separately identified to us as "Delta" (the "Target") from the
existing holders of such capital stock (the "Sellers"). Unless otherwise defined
herein, terms which are defined in the Commitment Letter to which this Term
Sheet is attached are used herein as so defined. Set forth below is a statement
of the terms and conditions for the Company Holdco Facility to be used to
finance a portion of the Transaction, including without limitation to fund a
tender for the Existing Company Bonds, in the event that the Company is unable
to issue the full amount of Company Holdco Notes at or prior to the time that
the Acquisition is consummated:

                              
Initial Loans:                   The Lenders (as defined below) will make
                                 unsecured loans (the "Initial Loans") to the
                                 Company on the Closing Date (as defined below)
                                 in an aggregate principal amount not to exceed
                                 $1,842,000,000 (the "Company Holdco Facility").

Borrower:                        The Company.

Guarantors:                      None.

Administrative Agent:            JPMorgan Chase Bank, N.A. ("JPMCB"; in such
                                 capacity, the "Administrative Agent") will act
                                 as Administrative Agent for the Lenders holding
                                 the Initial Loans from time to time.

Sole Lead Arranger and Sole      J.P. Morgan Securities Inc. ("JPMorgan"; in
Bookrunner:                      such capacity, the "Arranger").

Lenders:                         JPMCB and any other holder of any portion of
                                 the Initial Loans or of any commitment to make
                                 the Initial Loans are collectively referred to
                                 as the "Lenders."

Use of Proceeds:                 The proceeds of the Initial Loans will be used
                                 to provide funds to finance the Transaction and
                                 the other transactions related thereto and
                                 contemplated thereby, and to pay related fees
                                 and expenses.

Funding:                         The Lenders will make the Initial Loans
                                 simultaneously with the consummation of the
                                 Transaction. The date on which such Initial
                                 Loans are made and the Transaction is
                                 consummated is herein called the "Closing
                                 Date."



                                                                               2


                              
Maturity/Exchange:               The Initial Loans will initially mature on the
                                 date that is 12 months following the Closing
                                 Date (the "Initial Loan Maturity Date"). The
                                 maturity of the Initial Loans shall be extended
                                 as provided below. If any Initial Loan has not
                                 been previously repaid in full on or prior to
                                 the Initial Loan Maturity Date, the Lender in
                                 respect of such Initial Loan will have the
                                 option at any time or from time to time to
                                 receive Exchange Notes (the "Exchange Notes")
                                 in exchange for such Initial Loan having the
                                 terms set forth in the term sheet attached
                                 hereto as Annex I; provided, that a Lender may
                                 not elect to exchange only a portion of its
                                 outstanding Initial Loans for Exchange Notes
                                 unless such Lender intends at the time of such
                                 partial exchange of Initial Loans promptly to
                                 sell the Exchange Notes received in such
                                 exchange. The maturity of any Initial Loans
                                 that are not exchanged for Exchange Notes on
                                 the Initial Loan Maturity Date shall
                                 automatically be extended to the tenth
                                 anniversary of the Closing Date.

                                 The Initial Loans and the Exchange Notes shall
                                 be pari passu for all purposes.

Interest:                        Prior to the Initial Loan Maturity Date, the
                                 Initial Loans will accrue interest at a rate
                                 per annum equal to 7.875% (or, in the event the
                                 Company Holdco Facility is not rated at least
                                 Caa1 or better by Moody's and at least B or
                                 better by S&P, in each case with a stable or
                                 better outlook, 8.375%).

                                 Such interest rate will increase by an
                                 additional 100 basis points at the end of the
                                 first six months following the Closing Date and
                                 by 50 basis points at the end of each
                                 three-month period thereafter until the Initial
                                 Loan Maturity Date.

                                 Notwithstanding the foregoing, the interest
                                 rate in effect at any time prior to the Initial
                                 Loan Maturity Date shall not exceed the greater
                                 of (i) 10.25% per annum and (ii) the J.P.
                                 Morgan Securities Inc. High Yield Index Rate on
                                 the Closing Date plus 2.50%, but in no event
                                 shall the interest rate in effect at any time
                                 prior to the Initial Loan Maturity Date exceed
                                 11.0%. In the event the Company Holdco Facility
                                 is not rated at least Caa1 or better by Moody's
                                 and at least B or better by S&P, in each case
                                 with a stable or better outlook, each of the
                                 foregoing percentages shall be increased by
                                 0.50%. During the period an event of default
                                 occurs and is continuing, the interest rate
                                 will increase by 200 basis points with respect
                                 to any amounts overdue.

                                 Following the Initial Loan Maturity Date, all
                                 outstanding Initial Loans will accrue interest
                                 at the rate provided for Exchange Notes in
                                 Annex I hereto, subject to the absolute caps
                                 applicable to Exchange Notes.



                                                                               3


                              
                                 Calculation of interest shall be on the basis
                                 of actual days elapsed in a year of 360 days.

                                 Interest will be payable in arrears (a) at the
                                 end of each fiscal quarter of the Company
                                 following the Closing Date and on the Initial
                                 Loan Maturity Date and (b) for Initial Loans
                                 outstanding after the Initial Loan Maturity
                                 Date, at the end of each fiscal quarter of the
                                 Company following the Initial Loan Maturity
                                 Date and on the final maturity date.

Mandatory Redemption:            On or prior to the Initial Loan Maturity Date,
                                 the Company will be required to prepay Initial
                                 Loans on a pro rata basis, at par plus accrued
                                 and unpaid interest from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required, if any, to repay any senior
                                 secured credit facilities or outstanding senior
                                 bonds) of the sale of any assets outside the
                                 ordinary course of business, the incurrence of
                                 any debt (other than debt permitted under any
                                 senior secured credit facilities, with the
                                 exception of any outstanding senior bonds) and
                                 the issuance of any equity not applied to the
                                 payment of loans under any senior secured
                                 credit facility, in each case subject to
                                 exceptions and baskets to be agreed. In
                                 addition, the Company will be required to offer
                                 to redeem the Initial Loans upon the occurrence
                                 of a change of control (which offer shall be at
                                 par plus accrued and unpaid interest).

Optional Prepayment:             The Initial Loans may be prepaid, in whole or
                                 in part, at the option of the Company, at any
                                 time upon three days' prior notice, at par plus
                                 accrued and unpaid interest, if any, without
                                 premium or penalty. If the Company elects to
                                 optionally prepay all or any portion of the
                                 Initial Loans, then the Company shall be
                                 required to optionally redeem on a pro rata
                                 basis outstanding Exchange Notes, if any,
                                 subject to certain circumstances, to the
                                 non-call provisions of any Exchange Notes, at
                                 par plus accrued and unpaid interest, if any.

Documentation:                   Substantially consistent with the RHD Credit
                                 Agreement, with usual and customary changes for
                                 a bridge facility to be agreed (such
                                 documentation, the "Company Holdco Facility
                                 Documentation").

Conditions Precedent:            The availability of the Company Holdco Facility
                                 shall be conditioned upon the satisfaction of
                                 the conditions set forth in Exhibit F.

Representations and              Substantially consistent with the RHD Credit
Warranties:                      Agreement, with usual and customary changes for
                                 a bridge facility to be agreed.



                                                                               4


                              
Covenants:                       Restrictions on the incurrence of indebtedness,
                                 the payment of dividends, redemption of capital
                                 stock and making certain investments, the
                                 incurrence of liens, the sale of assets and the
                                 sale of subsidiary stock, entering into
                                 agreements that restrict the payment of
                                 dividends by subsidiaries or the repayment of
                                 intercompany loans and advances, entering into
                                 affiliate transactions, entering into mergers,
                                 consolidations and sales of substantially all
                                 the assets of the Company and its subsidiaries
                                 and requirements as to future subsidiary
                                 guarantors that guaranty other indebtedness of
                                 the Company (other than the guaranty by the
                                 Company of the RHD Credit Agreement). Prior to
                                 the Initial Loan Maturity Date, the covenants
                                 will be more restrictive than those in the
                                 Exchange Notes. Following the Initial Loan
                                 Maturity Date, the covenants relevant to the
                                 Initial Loans will automatically be modified so
                                 as to be consistent with the Exchange Notes.

Events of Default:               Substantially consistent with the RHD Credit
                                 Agreement, with usual and customary changes for
                                 a bridge facility to be agreed. Following the
                                 Initial Loan Maturity Date, the events of
                                 default relevant to the Initial Loans will
                                 automatically be modified so as to be
                                 consistent with the Exchange Notes.

Cost and Yield Protection:       Usual for facilities and transactions of this
                                 type.

Assignment and Participation:    Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to assign Initial Loans and
                                 commitments without the consent of the Company.
                                 The Administrative Agent will receive a
                                 processing and recordation fee of $3,500,
                                 payable by the assignor and/or the assignee,
                                 with each assignment. Assignments will be by
                                 novation that will release the obligation of
                                 the assigning Lender.

                                 Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to participate their Initial Loans to
                                 other financial institutions without
                                 restriction, other than customary voting
                                 limitations. Participants will have the same
                                 benefits as the selling Lenders would have (and
                                 will be limited to the amount of such benefits)
                                 with regard to yield protection and increased
                                 costs, subject to customary limitations and
                                 restrictions.



                                                                               5


                              
Voting:                          Amendments and waivers of the Company Holdco
                                 Facility Documentation will require the
                                 approval of Lenders holding more than 50% of
                                 the outstanding Initial Loans, except that (i)
                                 the consent of each affected Lender will be
                                 required for (a) reductions of principal or
                                 interest rates, (b) except as provided under
                                 "Maturity/Exchange" above, extensions of the
                                 Initial Loan Maturity Date, (c) additional
                                 restrictions on the right to exchange Initial
                                 Loans for Exchange Notes or any amendment of
                                 the rate of such exchange and (d) any amendment
                                 to the Exchange Notes that requires (or would,
                                 if any Exchange Notes were outstanding,
                                 require) the approval of all holders of
                                 Exchange Notes and (ii) the consent of 100% of
                                 the Lenders shall be required with respect to
                                 (a) modifications to any of the voting
                                 percentages and (b) modifications to the
                                 redemption provisions. A replacement of Lenders
                                 provision will apply in a manner to be agreed.

Expenses and Indemnification:    The Company Holdco Facility Documentation shall
                                 provide that the Company shall pay (a) all
                                 reasonable out-of-pocket expenses of the
                                 Administrative Agent and the Arranger
                                 associated with the syndication of the Company
                                 Holdco Facility (excluding fees paid to Lenders
                                 to participate in the Company Holdco Facility)
                                 and the preparation, execution, delivery and
                                 administration of the Company Holdco Facility
                                 Documentation and any amendment, waiver or
                                 modification with respect thereto (including
                                 the reasonable fees, disbursements and other
                                 charges of counsel) and (b) all out-of-pocket
                                 expenses of the Administrative Agent, the
                                 Arranger and the Lenders (including the fees,
                                 disbursements and other charges of counsel) in
                                 connection with the enforcement of the Company
                                 Holdco Facility Documentation.

                                 The Administrative Agent, the Arranger and the
                                 Lenders (and their respective affiliates,
                                 controlling persons, officers, directors,
                                 employees, advisors and agents) will have no
                                 liability for, and will be indemnified and held
                                 harmless against, any loss, liability, cost or
                                 expense incurred in respect of the proposed
                                 transactions, including, but not limited to,
                                 the financing contemplated hereby or the use or
                                 the proposed use of proceeds thereof, except to
                                 the extent they are found by a final,
                                 non-appealable judgment of a court to arise
                                 from the gross negligence or willful misconduct
                                 of the relevant indemnified person.

Governing Law and Forum:         New York.

Counsel to the Administrative    Simpson Thacher & Bartlett LLP.
Agent and the Arranger:



                                                            Annex I to Exhibit B

                         Summary of Terms and Conditions
                                of Exchange Notes

          Capitalized terms used but not defined herein have the meanings given
in the Summary of Terms and Conditions of the Company Holdco Facility to which
this Annex I is attached.

                              
Issuer:                          The Company will issue Exchange Notes under an
                                 indenture that complies with the Trust
                                 Indenture Act (the "Indenture"). The Company in
                                 its capacity as issuer of the Exchange Notes is
                                 referred to as the "Issuer."

Guarantors:                      None.

Principal Amount:                The Exchange Notes will be available only in
                                 exchange for the Initial Loans on or after the
                                 Initial Loan Maturity Date. The principal
                                 amount of any Exchange Note will equal 100% of
                                 the aggregate principal amount of the Initial
                                 Loan for which it is exchanged. In the case of
                                 the initial exchange by Lenders, the minimum
                                 amount of Initial Loans to be exchanged for
                                 Exchange Notes shall equal 10% of the
                                 outstanding principal amount of the Initial
                                 Loans on the date of such exchange.

Maturity:                        The Exchange Notes will mature on the tenth
                                 anniversary of the Closing Date.

Interest Rate:                   The Exchange Notes will bear interest at a rate
                                 equal to the Initial Rate (as defined below)
                                 plus the Exchange Spread (as defined below).
                                 Notwithstanding the foregoing, the interest
                                 rate in effect at any time shall not exceed the
                                 greater of (i) 10.25% per annum and (ii) the
                                 J.P. Morgan Securities Inc. High Yield Index
                                 Rate on the Closing Date plus 2.50%, but in no
                                 event shall the interest rate in effect at any
                                 time exceed 11.0%. In the event the Company
                                 Holdco Facility is not rated at least Caa1 or
                                 better by Moody's and at least B or better by
                                 S&P, in each case with a stable or better
                                 outlook, each of the foregoing percentages
                                 shall be increased by 0.50%.

                                 "Exchange Spread" shall equal zero basis points
                                 during the three month period commencing on the
                                 Initial Loan Maturity Date and shall increase
                                 by 50 basis points at the beginning of each
                                 subsequent three month period.

                                 "Initial Rate" shall be determined on the
                                 Initial Loan Maturity Date and shall equal the
                                 interest rate borne by the Initial Loans on the
                                 day immediately preceding the Initial Loan
                                 Maturity Date plus 50 basis points.

                                 Interest will be payable in arrears at the end
                                 of each semi-annual fiscal period.



                                                                               2


                              
Mandatory Redemption:            The Issuer will be required to make an offer to
                                 redeem the Exchange Notes (and, if outstanding,
                                 prepay the Initial Loans) on a pro rata basis,
                                 at par plus accrued and unpaid interest (or, in
                                 the case of Fixed Rate Exchange Notes, at par
                                 plus accrued and unpaid interest plus any
                                 applicable premiums), from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required to pay any senior secured
                                 credit facilities or outstanding senior bonds)
                                 of the sale of any assets outside the ordinary
                                 course of business, subject to exceptions and
                                 baskets to be agreed. In addition, the Issuer
                                 will be required to offer to redeem the
                                 Exchange Notes upon the occurrence of a change
                                 of control (which offer shall be at 101% of the
                                 principal amount of such Exchange Notes, plus
                                 accrued and unpaid interest).

Optional Redemption:             Subject to the following sentence, the Exchange
                                 Notes will be redeemable at the option of the
                                 Issuer, in whole or in part, at any time at par
                                 plus accrued and unpaid interest to the
                                 redemption date. If any Exchange Note is sold
                                 by a Lender to a third party purchaser, such
                                 Lender shall have the right to fix the interest
                                 rate on such Exchange Note (a "Fixed Rate
                                 Exchange Note") at a rate equal to the greater
                                 of (a) the then applicable rate of interest or
                                 (b) upon the representation of such
                                 transferring Lender that a higher rate (such
                                 higher rate, the "Transfer Rate") is necessary
                                 in order to permit such Lender to transfer such
                                 Exchange Note to a third party and receive
                                 consideration equal to the principal amount
                                 thereof plus all accrued and unpaid interest to
                                 the date of such transfer, the Transfer Rate;
                                 provided, that such Transfer Rate shall not
                                 exceed the absolute and cash maximum interest
                                 rates applicable to the Exchange Notes. If such
                                 Lender exercises such right, such Exchange Note
                                 will be (a) non-callable for the first five
                                 years from the Initial Loan Maturity Date and
                                 (b) thereafter, callable at par plus accrued
                                 interest plus a premium equal to (i) 50% of the
                                 coupon in effect on the date of sale of such
                                 Exchange Note to a third party purchaser or
                                 (ii) if the Transfer Rate was used, 50% of the
                                 Transfer Rate, which premium in either case
                                 shall decline ratably on each yearly
                                 anniversary of the date of such sale to zero
                                 two years prior to the maturity of the Exchange
                                 Notes, provided that, such call protection
                                 shall not apply to any call for redemption
                                 issued prior to the sale to such third party
                                 purchaser.

                                 If the Issuer elects to optionally redeem all
                                 or any portion of the Exchange Notes, then the
                                 Issuer shall be required to optionally prepay
                                 on a pro rata basis outstanding Initial Loans,
                                 at par plus accrued and unpaid interest.

Registration Rights:             The Issuer will file within 120 days after the
                                 Initial Loan Maturity Date, and will use its
                                 commercially reasonable efforts to cause to
                                 become effective as soon thereafter as
                                 practicable, a shelf registration statement
                                 with respect to the Exchange Notes (a "Shelf
                                 Registration Statement") or a registration
                                 statement relating



                                                                               3


                              
                                 to a Registered Exchange Offer (as described
                                 below). If a Shelf Registration Statement is
                                 filed, the Issuer will keep such registration
                                 statement effective and available (subject to
                                 customary exceptions including various blackout
                                 and suspension periods) until the applicable of
                                 Exchange Notes are resold thereunder but in no
                                 event longer than two years from the Closing
                                 Date. If within 180 days from the Initial Loan
                                 Maturity Date, a Shelf Registration Statement
                                 for the Exchange Notes has not been declared
                                 effective or the Issuer has not effected an
                                 exchange offer (a "Registered Exchange Offer")
                                 whereby the Issuer has offered registered notes
                                 having terms identical to the Exchange Notes
                                 (the "Substitute Notes") in exchange for all
                                 outstanding Exchange Notes and Initial Loans
                                 (it being understood that a Shelf Registration
                                 Statement is required to be made available in
                                 respect of Exchange Notes the holders of which
                                 could not receive Substitute Notes through the
                                 Registered Exchange Offer that, in the opinion
                                 of counsel, would be freely saleable by such
                                 holders without registration or requirement for
                                 delivery of a current prospectus under the
                                 Securities Act of 1933, as amended (other than
                                 a prospectus delivery requirement imposed on a
                                 broker-dealer who is exchanging Exchange Notes
                                 acquired for its own account as a result of a
                                 market making or other trading activities)),
                                 then the Issuer will pay liquidated damages of
                                 0.25% per annum (which rate shall increase by
                                 an additional 0.25% per annum at the end of
                                 each 90-day period, up to a maximum of 1.00%
                                 per annum) on the principal amount of Exchange
                                 Notes and Initial Loans outstanding to holders
                                 thereof who are, or would be, unable freely to
                                 transfer Exchange Notes from and including the
                                 181st day after the date of the first issuance
                                 of Exchange Notes to but excluding the earlier
                                 of the effective date of such Shelf
                                 Registration Statement or the date of
                                 consummation of such Registered Exchange Offer
                                 (such damages may be payable, at the option of
                                 the Company, in the form of additional Initial
                                 Loans or Exchange Notes, as applicable, if the
                                 then interest rate thereon exceeds the
                                 applicable cash interest rate cap). The Issuer
                                 will also pay such liquidated damages for any
                                 period of time (subject to customary
                                 exceptions) following the effectiveness of a
                                 Shelf Registration Statement that such Shelf
                                 Registration Statement is not available for
                                 resales thereunder.

Right to Transfer Exchange       The holders of the Exchange Notes shall have
Notes:                           the absolute and unconditional right to
                                 transfer such Exchange Notes in compliance with
                                 applicable law to any third parties.

Covenants:                       Substantially consistent with the indentures
                                 governing the Company's existing senior notes,
                                 except as otherwise agreed.

Events of Default:               Substantially consistent with the indentures
                                 governing the Company's existing senior notes,
                                 except as otherwise agreed.

Governing Law and Forum:         New York.



                                                                       EXHIBIT C

                                      DELTA
                                 SENIOR FACILITY
                         Summary of Terms and Conditions

                                   ----------

          R.H. Donnelley Corporation (the "Company") has indicated that it
intends to enter into a merger agreement (the "Merger Agreement") pursuant to
which the Company will acquire (the "Transaction") the outstanding capital stock
of the company separately identified to us as "Delta" (the "Target") from the
existing holders of such capital stock (the "Sellers"). Unless otherwise defined
herein, terms which are defined in the Commitment Letter to which this Term
Sheet is attached are used herein as so defined. Set forth below is a statement
of the terms and conditions for the Target Holdco Facility to be used to finance
a portion of the Transaction in the event the Target is unable to issue the full
amount of the Target Holdco Notes at or prior to the time the Acquisition is
consummated:

                              
Initial Loans:                   The Lenders (as defined below) will make
                                 unsecured loans (the "Initial Loans") to the
                                 Target on the Closing Date (as defined below)
                                 in an aggregate principal amount not to exceed
                                 $250,000,000 (the "Target Holdco Facility").

Borrower:                        The Target.

Guarantors:                      None.

Administrative Agent:            JPMorgan Chase Bank, N.A. ("JPMCB"; in such
                                 capacity, the "Administrative Agent") will act
                                 as Administrative Agent for the Lenders holding
                                 the Initial Loans from time to time.

Sole Lead Arranger and Sole      J.P. Morgan Securities Inc. ("JPMorgan"; in
Bookrunner:                      such capacity, the "Arranger").

Lenders:                         JPMCB and any other holder of any portion of
                                 the Initial Loans or of any commitment to make
                                 the Initial Loans are collectively referred to
                                 as the "Lenders."

Use of Proceeds:                 The proceeds of the Initial Loans will be used
                                 to provide funds to finance the Transaction and
                                 the other transactions related thereto and
                                 contemplated hereby, and to pay related fees
                                 and expenses.

Funding:                         The Lenders will make the Initial Loans
                                 simultaneously with the consummation of the
                                 Transaction. The date on which such Initial
                                 Loans are made and the Transaction is
                                 consummated is herein called the "Closing
                                 Date."



                                                                               2


                              
Maturity/Exchange:               The Initial Loans will initially mature on the
                                 date that is 12 months following the Closing
                                 Date (the "Initial Loan Maturity Date"). The
                                 maturity of the Initial Loans shall be extended
                                 as provided below. If any Initial Loan has not
                                 been previously repaid in full on or prior to
                                 the Initial Loan Maturity Date, the Lender in
                                 respect of such Initial Loan will have the
                                 option at any time or from time to time to
                                 receive Exchange Notes (the "Exchange Notes")
                                 in exchange for such Initial Loan having the
                                 terms set forth in the term sheet attached
                                 hereto as Annex I; provided, that a Lender may
                                 not elect to exchange only a portion of its
                                 outstanding Initial Loans for Exchange Notes
                                 unless such Lender intends at the time of such
                                 partial exchange of Initial Loans promptly to
                                 sell the Exchange Notes received in such
                                 exchange. The maturity of any Initial Loans
                                 that are not exchanged for Exchange Notes on
                                 the Initial Loan Maturity Date shall
                                 automatically be extended to the tenth
                                 anniversary of the Closing Date.

                                 The Initial Loans and the Exchange Notes shall
                                 be pari passu for all purposes.

Interest:                        Prior to the Initial Loan Maturity Date, the
                                 Initial Loans will accrue interest at a rate
                                 per annum equal to 7.125% (or, in the event the
                                 Target Holdco Facility is not rated at least B3
                                 or better by Moody's and at least B or better
                                 by S&P, in each case with a stable or better
                                 outlook, 7.625%).

                                 Such interest rate will increase by an
                                 additional 100 basis points at the end of the
                                 first six months following the Closing Date and
                                 by 50 basis points at the end of each
                                 three-month period thereafter until the Initial
                                 Loan Maturity Date.

                                 Notwithstanding the foregoing, the interest
                                 rate in effect at any time prior to the Initial
                                 Loan Maturity Date shall not exceed the greater
                                 of (i) 9.5% per annum and (ii) the J.P. Morgan
                                 Securities Inc. High Yield Index Rate on the
                                 Closing Date plus 1.75%, but in no event shall
                                 the interest rate in effect at any time prior
                                 to the Initial Loan Maturity Date exceed
                                 10.25%. In the event the Target Holdco Facility
                                 is not rated at least B3 or better by Moody's
                                 and at least B or better by S&P, in each case
                                 with a stable or better outlook, each of the
                                 foregoing percentages shall be increased by
                                 0.50%. During the period an event of default
                                 occurs and is continuing, the interest rate
                                 will increase by 200 basis points with respect
                                 to any amounts overdue.

                                 Following the Initial Loan Maturity Date, all
                                 outstanding Initial Loans will accrue interest
                                 at the rate provided for Exchange Notes in
                                 Annex I hereto, subject to the absolute caps
                                 applicable to Exchange Notes.



                                                                               3


                              
                                 To the extent the proceeds of any Initial Loan
                                 are used to fund purchases of the Target's 9.0%
                                 Senior Discount Notes due 2013 required to be
                                 made pursuant to the Change of Control Offers,
                                 the interest rate for such Initial Loan shall
                                 equal 1.0% more than the rate otherwise
                                 applicable thereto.

                                 Calculation of interest shall be on the basis
                                 of actual days elapsed in a year of 360 days.

                                 Interest will be payable in arrears (a) at the
                                 end of each fiscal quarter of the Target
                                 following the Closing Date and on the Initial
                                 Loan Maturity Date and (b) for Initial Loans
                                 outstanding after the Initial Loan Maturity
                                 Date, at the end of each fiscal quarter of the
                                 Target following the Initial Loan Maturity Date
                                 and on the final maturity date.

Mandatory Redemption:            On or prior to the Initial Loan Maturity Date,
                                 the Target will be required to prepay Initial
                                 Loans on a pro rata basis, at par plus accrued
                                 and unpaid interest from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required, if any, to repay any senior
                                 secured credit facilities or outstanding senior
                                 bonds) of the sale of any assets outside the
                                 ordinary course of business, the incurrence of
                                 any debt (other than debt permitted under any
                                 senior secured credit facilities, with the
                                 exception of any outstanding senior bonds) and
                                 the issuance of any equity not applied to the
                                 payment of loans under any senior secured
                                 credit facility, in each case subject to
                                 exceptions and baskets to be agreed. In
                                 addition, the Target will be required to offer
                                 to redeem the Initial Loans upon the occurrence
                                 of a change of control (which offer shall be at
                                 par plus accrued and unpaid interest).

Optional Prepayment:             The Initial Loans may be prepaid, in whole or
                                 in part, at the option of the Target, at any
                                 time upon three days' prior notice, at par plus
                                 accrued and unpaid interest, if any, without
                                 premium or penalty. If the Target elects to
                                 optionally prepay all or any portion of the
                                 Initial Loans, then the Target shall be
                                 required to optionally redeem on a pro rata
                                 basis outstanding Exchange Notes, if any,
                                 subject to certain circumstances, to the
                                 non-call provisions of any Exchange Notes, at
                                 par plus accrued and unpaid interest, if any.

Documentation:                   Substantially consistent with the Delta Credit
                                 Agreements, with usual and customary changes
                                 for a bridge facility to be agreed (such
                                 documentation, the "Target Holdco Facility
                                 Documentation").

Conditions Precedent:            The availability of the Target Holdco Facility
                                 shall be conditioned upon the satisfaction of
                                 the conditions set forth in Exhibit F.

Representations and              Substantially consistent with the Delta Credit
Warranties:                      Agreements, with usual and customary changes
                                 for a bridge facility to be agreed.



                                                                               4


                              
Covenants:                       Restrictions on the incurrence of indebtedness,
                                 the payment of dividends, redemption of capital
                                 stock and making certain investments, the
                                 incurrence of liens, the sale of assets and the
                                 sale of subsidiary stock, entering into
                                 agreements that restrict the payment of
                                 dividends by subsidiaries or the repayment of
                                 intercompany loans and advances, entering into
                                 affiliate transactions, entering into mergers,
                                 consolidations and sales of substantially all
                                 the assets of the Target and its subsidiaries
                                 and requirements as to future subsidiary
                                 guarantors that guaranty other indebtedness of
                                 the Target. Prior to the Initial Loan Maturity
                                 Date, the covenants will be more restrictive
                                 than those in the Exchange Notes. Following the
                                 Initial Loan Maturity Date, the covenants
                                 relevant to the Initial Loans will
                                 automatically be modified so as to be
                                 consistent with the Exchange Notes.

Events of Default:               Substantially consistent with the Delta Credit
                                 Agreements, with usual and customary changes
                                 for a bridge facility to be agreed. Following
                                 the Initial Loan Maturity Date, the events of
                                 default relevant to the Initial Loans will
                                 automatically be modified so as to be
                                 consistent with the Exchange Notes.

Cost and Yield Protection:       Usual for facilities and transactions of this
                                 type.

Assignment and Participation:    Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to assign Initial Loans and
                                 commitments without the consent of the Target.
                                 The Administrative Agent will receive a
                                 processing and recordation fee of $3,500,
                                 payable by the assignor and/or the assignee,
                                 with each assignment. Assignments will be by
                                 novation that will release the obligation of
                                 the assigning Lender.

                                 Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to participate their Initial Loans to
                                 other financial institutions without
                                 restriction, other than customary voting
                                 limitations. Participants will have the same
                                 benefits as the selling Lenders would have (and
                                 will be limited to the amount of such benefits)
                                 with regard to yield protection and increased
                                 costs, subject to customary limitations and
                                 restrictions.



                                                                               5


                              
Voting:                          Amendments and waivers of the Target Holdco
                                 Facility Documentation will require the
                                 approval of Lenders holding more than 50% of
                                 the outstanding Initial Loans, except that (i)
                                 the consent of each affected Lender will be
                                 required for (a) reductions of principal or
                                 interest rates, (b) except as provided under
                                 "Maturity/Exchange" above, extensions of the
                                 Initial Loan Maturity Date, (c) additional
                                 restrictions on the right to exchange Initial
                                 Loans for Exchange Notes or any amendment of
                                 the rate of such exchange and (d) any amendment
                                 to the Exchange Notes that requires (or would,
                                 if any Exchange Notes were outstanding,
                                 require) the approval of all holders of
                                 Exchange Notes and (ii) the consent of 100% of
                                 the Lenders shall be required with respect to
                                 (a) modifications to any of the voting
                                 percentages and (b) modifications to the
                                 redemption provisions. A replacement of Lenders
                                 provision will apply in a manner to be agreed.

Expenses and Indemnification:    The Target Holdco Facility Documentation shall
                                 provide that the Target shall pay (a) all
                                 reasonable out-of-pocket expenses of the
                                 Administrative Agent and the Arranger
                                 associated with the syndication of the Target
                                 Holdco Facility (excluding fees paid to Lenders
                                 to participate in the Target Holdco Facility)
                                 and the preparation, execution, delivery and
                                 administration of the Target Holdco Facility
                                 Documentation and any amendment, waiver or
                                 modification with respect thereto (including
                                 the reasonable fees, disbursements and other
                                 charges of counsel) and (b) all out-of-pocket
                                 expenses of the Administrative Agent, the
                                 Arranger and the Lenders (including the fees,
                                 disbursements and other charges of counsel) in
                                 connection with the enforcement of the Target
                                 Holdco Facility Documentation.

                                 The Administrative Agent, the Arranger and the
                                 Lenders (and their respective affiliates,
                                 controlling persons, officers, directors,
                                 employees, advisors and agents) will have no
                                 liability for, and will be indemnified and held
                                 harmless against, any loss, liability, cost or
                                 expense incurred in respect of the proposed
                                 transactions, including, but not limited to,
                                 the financing contemplated hereby or the use or
                                 the proposed use of proceeds thereof, except to
                                 the extent they are found by a final,
                                 non-appealable judgment of a court to arise
                                 from the gross negligence or willful misconduct
                                 of the relevant indemnified person.

Governing Law and Forum:         New York.

Counsel to the Administrative    Simpson Thacher & Bartlett LLP.
Agent and the Arranger:



                                                            Annex I to Exhibit C

                         Summary of Terms and Conditions
                                of Exchange Notes

          Capitalized terms used but not defined herein have the meanings given
in the Summary of Terms and Conditions of the Target Holdco Facility to which
this Annex I is attached.

                              
Issuer:                          The Target will issue Exchange Notes under an
                                 indenture that complies with the Trust
                                 Indenture Act (the "Indenture"). The Target in
                                 its capacity as issuer of the Exchange Notes is
                                 referred to as the "Issuer."

Guarantors:                      None.

Principal Amount:                The Exchange Notes will be available only in
                                 exchange for the Initial Loans on or after the
                                 Initial Loan Maturity Date. The principal
                                 amount of any Exchange Note will equal 100% of
                                 the aggregate principal amount of the Initial
                                 Loan for which it is exchanged. In the case of
                                 the initial exchange by Lenders, the minimum
                                 amount of Initial Loans to be exchanged for
                                 Exchange Notes shall equal 10% of the
                                 outstanding principal amount of the Initial
                                 Loans on the date of such exchange.

Maturity:                        The Exchange Notes will mature on the tenth
                                 anniversary of the Closing Date.

Interest Rate:                   The Exchange Notes will bear interest at a rate
                                 equal to the Initial Rate (as defined below)
                                 plus the Exchange Spread (as defined below).
                                 Notwithstanding the foregoing, the interest
                                 rate in effect at any time shall not exceed the
                                 greater of (i) 9.5% per annum and (ii) the J.P.
                                 Morgan Securities Inc. High Yield Index Rate on
                                 the Closing Date plus 1.75%, but in no event
                                 shall the interest rate in effect at any time
                                 exceed 10.25%. In the event the Target Holdco
                                 Facility is not rated at least B3 or better by
                                 Moody's and at least B or better by S&P, in
                                 each case with a stable or better outlook, each
                                 of the foregoing percentages shall be increased
                                 by 0.50%.

                                 "Exchange Spread" shall equal zero basis points
                                 during the three month period commencing on the
                                 Initial Loan Maturity Date and shall increase
                                 by 50 basis points at the beginning of each
                                 subsequent three month period.

                                 "Initial Rate" shall be determined on the
                                 Initial Loan Maturity Date and shall equal the
                                 interest rate borne by the Initial Loans on the
                                 day immediately preceding the Initial Loan
                                 Maturity Date plus 50 basis points.

                                 Interest will be payable in arrears at the end
                                 of each semi-annual fiscal period.

Mandatory Redemption:            The Issuer will be required to make an offer to
                                 redeem the Exchange Notes (and, if outstanding,
                                 prepay the Initial Loans) on



                                                                               2


                              
                                 a pro rata basis, at par plus accrued and
                                 unpaid interest (or, in the case of Fixed Rate
                                 Exchange Notes, at par plus accrued and unpaid
                                 interest plus any applicable premiums), from
                                 the net proceeds (after deduction of, among
                                 other things, amounts required to pay any
                                 senior secured credit facilities or outstanding
                                 senior bonds) of the sale of any assets outside
                                 the ordinary course of business, subject to
                                 exceptions and baskets to be agreed. In
                                 addition, the Issuer will be required to offer
                                 to redeem the Exchange Notes upon the
                                 occurrence of a change of control (which offer
                                 shall be at 101% of the principal amount of
                                 such Exchange Notes, plus accrued and unpaid
                                 interest).

Optional Redemption:             Subject to the following sentence, the Exchange
                                 Notes will be redeemable at the option of the
                                 Issuer, in whole or in part, at any time at par
                                 plus accrued and unpaid interest to the
                                 redemption date. If any Exchange Note is sold
                                 by a Lender to a third party purchaser, such
                                 Lender shall have the right to fix the interest
                                 rate on such Exchange Note (a "Fixed Rate
                                 Exchange Note") at a rate equal to the greater
                                 of (a) the then applicable rate of interest or
                                 (b) upon the representation of such
                                 transferring Lender that a higher rate (such
                                 higher rate, the "Transfer Rate") is necessary
                                 in order to permit such Lender to transfer such
                                 Exchange Note to a third party and receive
                                 consideration equal to the principal amount
                                 thereof plus all accrued and unpaid interest to
                                 the date of such transfer, the Transfer Rate;
                                 provided, that such Transfer Rate shall not
                                 exceed the absolute and cash maximum interest
                                 rates applicable to the Exchange Notes. If such
                                 Lender exercises such right, such Exchange Note
                                 will be (a) non-callable for the first five
                                 years from the Initial Loan Maturity Date and
                                 (b) thereafter, callable at par plus accrued
                                 interest plus a premium equal to (i) 50% of the
                                 coupon in effect on the date of sale of such
                                 Exchange Note to a third party purchaser or
                                 (ii) if the Transfer Rate was used, 50% of the
                                 Transfer Rate, which premium in either case
                                 shall decline ratably on each yearly
                                 anniversary of the date of such sale to zero
                                 two years prior to the maturity of the Exchange
                                 Notes, provided that, such call protection
                                 shall not apply to any call for redemption
                                 issued prior to the sale to such third party
                                 purchaser.

                                 If the Issuer elects to optionally redeem all
                                 or any portion of the Exchange Notes, then the
                                 Issuer shall be required to optionally prepay
                                 on a pro rata basis outstanding Initial Loans,
                                 at par plus accrued and unpaid interest.

Registration Rights:             The Issuer will file within 120 days after the
                                 Initial Loan Maturity Date, and will use its
                                 commercially reasonable efforts to cause to
                                 become effective as soon thereafter as
                                 practicable, a shelf registration statement
                                 with respect to the Exchange Notes (a "Shelf
                                 Registration Statement") or a registration
                                 statement relating to a Registered Exchange
                                 Offer (as described below). If a Shelf
                                 Registration Statement is filed, the Issuer
                                 will keep such



                                                                               3


                              
                                 registration statement effective and available
                                 (subject to customary exceptions including
                                 various blackout and suspension periods) until
                                 the applicable of Exchange Notes are resold
                                 thereunder but in no event longer than two
                                 years from the Closing Date. If within 180 days
                                 from the Initial Loan Maturity Date, a Shelf
                                 Registration Statement for the Exchange Notes
                                 has not been declared effective or the Issuer
                                 has not effected an exchange offer (a
                                 "Registered Exchange Offer") whereby the Issuer
                                 has offered registered notes having terms
                                 identical to the Exchange Notes (the
                                 "Substitute Notes") in exchange for all
                                 outstanding Exchange Notes and Initial Loans
                                 (it being understood that a Shelf Registration
                                 Statement is required to be made available in
                                 respect of Exchange Notes the holders of which
                                 could not receive Substitute Notes through the
                                 Registered Exchange Offer that, in the opinion
                                 of counsel, would be freely saleable by such
                                 holders without registration or requirement for
                                 delivery of a current prospectus under the
                                 Securities Act of 1933, as amended (other than
                                 a prospectus delivery requirement imposed on a
                                 broker-dealer who is exchanging Exchange Notes
                                 acquired for its own account as a result of a
                                 market making or other trading activities)),
                                 then the Issuer will pay liquidated damages of
                                 0.25% per annum (which rate shall increase by
                                 an additional 0.25% per annum at the end of
                                 each 90-day period, up to a maximum of 1.00%
                                 per annum) on the principal amount of Exchange
                                 Notes and Initial Loans outstanding to holders
                                 thereof who are, or would be, unable freely to
                                 transfer Exchange Notes from and including the
                                 181st day after the date of the first issuance
                                 of Exchange Notes to but excluding the earlier
                                 of the effective date of such Shelf
                                 Registration Statement or the date of
                                 consummation of such Registered Exchange Offer
                                 (such damages may be payable, at the option of
                                 the Target, in the form of additional Initial
                                 Loans or Exchange Notes, as applicable, if the
                                 then interest rate thereon exceeds the
                                 applicable cash interest rate cap). The Issuer
                                 will also pay such liquidated damages for any
                                 period of time (subject to customary
                                 exceptions) following the effectiveness of a
                                 Shelf Registration Statement that such Shelf
                                 Registration Statement is not available for
                                 resales thereunder.

Right to Transfer Exchange       The holders of the Exchange Notes shall
Notes:                           have the absolute and unconditional right to
                                 transfer such Exchange Notes in compliance with
                                 applicable law to any third parties.

Covenants:                       Substantially consistent with the indentures
                                 governing the Delta Inc. Bonds (as defined in
                                 Schedule I to the Commitment Letter), except as
                                 otherwise agreed.

Events of Default:               Substantially consistent with the indentures
                                 governing the Delta Inc. Bonds, except as
                                 otherwise agreed.

Governing Law and Forum:         New York.



                                                                       EXHIBIT D

                                   DELTA EAST
                           DELTA EAST BRIDGE FACILITY
                         Summary of Terms and Conditions

                                   ----------

          R.H. Donnelley Corporation (the "Company") has indicated that it
intends to enter into a merger agreement (the "Merger Agreement") pursuant to
which the Company will acquire (the "Transaction") the outstanding capital stock
of the company separately identified to us as "Delta" (the "Target") from the
existing holders of such capital stock (the "Sellers"). Unless otherwise defined
herein, terms which are defined in the Commitment Letter to which this Term
Sheet is attached are used herein as so defined. Set forth below is a statement
of the terms and conditions for the Delta East Bridge Facility to be used to
finance a portion of the Transaction, including without limitation to fund
Change of Control Offers for existing Delta East Bonds (as defined in Schedule I
to the Commitment Letter):

                              
Initial Loans:                   The Lenders (as defined below) will make
                                 unsecured loans (the "Initial Loans") to Delta
                                 East on the Closing Date (as defined below) in
                                 an aggregate principal amount not to exceed the
                                 amount required to fund any purchases of Delta
                                 East Bonds required to be made pursuant to the
                                 Change of Control Offers (the "Delta East
                                 Bridge Facility").

Borrower:                        Delta East.

Guarantors:                      Each of Delta East's subsidiaries that are
                                 guarantors under the Delta East Credit
                                 Agreement.

Administrative Agent:            JPMorgan Chase Bank, N.A. ("JPMCB"; in such
                                 capacity, the "Administrative Agent") will act
                                 as Administrative Agent for the Lenders holding
                                 the Initial Loans from time to time.

Sole Lead Arranger and Sole      J.P. Morgan Securities Inc. ("JPMorgan"; in
Bookrunner:                      such capacity, the "Arranger").

Lenders:                         JPMCB and any other holder of any portion of
                                 the Initial Loans or of any commitment to make
                                 the Initial Loans are collectively referred to
                                 as the "Lenders."

Use of Proceeds:                 The proceeds of the Initial Loans will be used
                                 to fund any purchases of Delta East Bonds
                                 required to be made pursuant to the Change of
                                 Control Offers.

Funding:                         The Lenders will make the Initial Loans
                                 simultaneously with the consummation of the
                                 Transaction. The date on which such Initial
                                 Loans are made and the Transaction is
                                 consummated is herein called the "Closing
                                 Date."



                                                                               2


                              
Maturity/Exchange:               The Initial Loans will initially mature on the
                                 date that is 12 months following the Closing
                                 Date (the "Initial Loan Maturity Date"). The
                                 maturity of the Initial Loans shall be extended
                                 as provided below. If any Initial Loan has not
                                 been previously repaid in full on or prior to
                                 the Initial Loan Maturity Date, the Lender in
                                 respect of such Initial Loan will have the
                                 option at any time or from time to time to
                                 receive Exchange Notes (the "Exchange Notes")
                                 in exchange for such Initial Loan having the
                                 terms set forth in the term sheet attached
                                 hereto as Annex I; provided, that a Lender may
                                 not elect to exchange only a portion of its
                                 outstanding Initial Loans for Exchange Notes
                                 unless such Lender intends at the time of such
                                 partial exchange of Initial Loans promptly to
                                 sell the Exchange Notes received in such
                                 exchange. The maturity of any Initial Loans
                                 that are not exchanged for Exchange Notes on
                                 the Initial Loan Maturity Date shall
                                 automatically be extended to the tenth
                                 anniversary of the Closing Date.

                                 The Initial Loans and the Exchange Notes shall
                                 be pari passu for all purposes.

Interest:                        Prior to the Initial Loan Maturity Date, each
                                 Initial Loan will accrue interest at a rate per
                                 annum equal to the coupon of the Delta East
                                 Bond being purchased with the proceeds of such
                                 Initial Loan.

                                 Such interest rate will increase by an
                                 additional 100 basis points at the end of the
                                 first six months following the Closing Date and
                                 by 50 basis points at the end of the second
                                 three months following the Closing Date.

                                 The interest rate in effect at any time prior
                                 to the Initial Loan Maturity Date for any
                                 Initial Loan shall not exceed a rate per annum
                                 equal to the coupon of the Delta East Bond
                                 being purchased with the proceeds of such
                                 Initial Loan plus 1.00%. During the period an
                                 event of default occurs and is continuing, the
                                 interest rate will increase by 200 basis points
                                 with respect to any amounts overdue.

                                 Following the Initial Loan Maturity Date, all
                                 outstanding Initial Loans will accrue interest
                                 at the rate provided for Exchange Notes in
                                 Annex I hereto.

                                 Calculation of interest shall be on the basis
                                 of actual days elapsed in a year of 360 days.



                                                                               3


                              
                                 Interest will be payable in arrears (a) at the
                                 end of each fiscal quarter of Delta East
                                 following the Closing Date and on the Initial
                                 Loan Maturity Date and (b) for Initial Loans
                                 outstanding after the Initial Loan Maturity
                                 Date, at the end of each fiscal quarter of
                                 Delta East following the Initial Loan Maturity
                                 Date and on the final maturity date.

Subordination:                   If applicable, the Initial Loans will be
                                 subordinated to any senior indebtedness of
                                 Delta East on terms similar to those in an
                                 indenture governing a high-yield senior
                                 subordinated note issue. The subordination
                                 provisions will not restrict prepayments of the
                                 Initial Loans with proceeds of a permitted
                                 refinancing thereof. Delta East will not be
                                 permitted to incur any other indebtedness that
                                 is subordinated to any senior indebtedness and
                                 senior to any other indebtedness of Delta East.

Mandatory Redemption:            On or prior to the Initial Loan Maturity Date,
                                 Delta East will be required to prepay Initial
                                 Loans on a pro rata basis, at par plus accrued
                                 and unpaid interest from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required, if any, to repay any senior
                                 secured credit facilities or outstanding senior
                                 bonds) of the sale of any assets outside the
                                 ordinary course of business, the incurrence of
                                 any debt (other than debt permitted under any
                                 senior secured credit facilities, with the
                                 exception of any outstanding senior bonds) and
                                 the issuance of any equity not applied to the
                                 payment of loans under any senior secured
                                 credit facility, in each case subject to
                                 exceptions and baskets to be agreed. In
                                 addition, Delta East will be required to offer
                                 to redeem the Initial Loans upon the occurrence
                                 of a change of control (which offer shall be at
                                 par plus accrued and unpaid interest).

Optional Prepayment:             The Initial Loans may be prepaid, in whole or
                                 in part, at the option of Delta East, at any
                                 time upon three days' prior notice, at par plus
                                 accrued and unpaid interest, if any, without
                                 premium or penalty. If Delta East elects to
                                 optionally prepay all or any portion of the
                                 Initial Loans, then Delta East shall be
                                 required to optionally redeem on a pro rata
                                 basis outstanding Exchange Notes, if any,
                                 subject to certain circumstances, to
                                 the non-call provisions of any Exchange Notes,
                                 at par plus accrued and unpaid interest, if
                                 any.

Documentation:                   Substantially consistent with the Delta East
                                 Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed
                                 (such documentation, the "Delta East Bridge
                                 Facility Documentation").

Conditions Precedent:            The availability of the Delta East Bridge
                                 Facility shall be conditioned upon the
                                 satisfaction of the conditions set forth in
                                 Exhibit F.



                                                                               4


                              
Representations and              Substantially consistent with the Delta East
Warranties:                      Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed.

Covenants:                       Restrictions on the incurrence of indebtedness,
                                 the payment of dividends, redemption of capital
                                 stock and making certain investments, the
                                 incurrence of liens, the sale of assets and the
                                 sale of subsidiary stock, entering into
                                 agreements that restrict the payment of
                                 dividends by subsidiaries or the repayment of
                                 intercompany loans and advances, entering into
                                 affiliate transactions, entering into mergers,
                                 consolidations and sales of substantially all
                                 the assets of Delta East and its subsidiaries
                                 and requirements as to future subsidiary
                                 guarantors. Prior to the Initial Loan Maturity
                                 Date, the covenants will be more restrictive
                                 than those in the Exchange Notes. Following the
                                 Initial Loan Maturity Date, the covenants
                                 relevant to the Initial Loans will
                                 automatically be modified so as to be
                                 consistent with the Exchange Notes.

Events of Default:               Substantially consistent with the Delta East
                                 Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed.
                                 Following the Initial Loan Maturity Date, the
                                 events of default relevant to the Initial Loans
                                 will automatically be modified so as to be
                                 consistent with the Exchange Notes.

Cost and Yield Protection:       Usual for facilities and transactions of this
                                 type.

Assignment and Participation:    Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to assign Initial Loans and
                                 commitments without the consent of Delta East.
                                 The Administrative Agent will receive a
                                 processing and recordation fee of $3,500,
                                 payable by the assignor and/or the assignee,
                                 with each assignment. Assignments will be by
                                 novation that will release the obligation of
                                 the assigning Lender.

                                 Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to participate their Initial Loans to
                                 other financial institutions without
                                 restriction, other than customary voting
                                 limitations. Participants will have the same
                                 benefits as the selling Lenders would have (and
                                 will be limited to the amount of such benefits)
                                 with regard to yield protection and increased
                                 costs, subject to customary limitations and
                                 restrictions.



                                                                               5


                              
Voting:                          Amendments and waivers of the Delta East Bridge
                                 Facility Documentation will require the
                                 approval of Lenders holding more than 50% of
                                 the outstanding Initial Loans, except that (i)
                                 the consent of each affected Lender will be
                                 required for (a) reductions of principal or
                                 interest rates, (b) except as provided under
                                 "Maturity/Exchange" above, extensions of the
                                 Initial Loan Maturity Date, (c) additional
                                 restrictions on the right to exchange Initial
                                 Loans for Exchange Notes or any amendment of
                                 the rate of such exchange and (d) any amendment
                                 to the Exchange Notes that requires (or would,
                                 if any Exchange Notes were outstanding,
                                 require) the approval of all holders of
                                 Exchange Notes and (ii) the consent of 100% of
                                 the Lenders shall be required with respect to
                                 (a) modifications to any of the voting
                                 percentages, (b) modifications to the
                                 redemption provisions and (c) releases of any
                                 significant guarantor. A replacement of Lenders
                                 provision will apply in a manner to be agreed.

Expenses and Indemnification:    The Delta East Bridge Facility Documentation
                                 shall provide that Delta East shall pay (a) all
                                 reasonable out-of-pocket expenses of the
                                 Administrative Agent and the Arranger
                                 associated with the syndication of the Delta
                                 East Bridge Facility and the preparation,
                                 execution, delivery and administration of the
                                 Delta East Bridge Facility Documentation and
                                 any amendment, waiver or modification with
                                 respect thereto (including the reasonable fees,
                                 disbursements and other charges of counsel) and
                                 (b) all out-of-pocket expenses of the
                                 Administrative Agent, the Arranger and the
                                 Lenders (including the fees, disbursements and
                                 other charges of counsel) in connection with
                                 the enforcement of the Delta East Bridge
                                 Facility Documentation.

                                 The Administrative Agent, the Arranger and the
                                 Lenders (and their respective affiliates,
                                 controlling persons, officers, directors,
                                 employees, advisors and agents) will have no
                                 liability for, and will be indemnified and held
                                 harmless against, any loss, liability, cost or
                                 expense incurred in respect of the proposed
                                 transactions, including, but not limited to,
                                 the financing contemplated hereby or the use or
                                 the proposed use of proceeds thereof, except to
                                 the extent they are found by a final,
                                 non-appealable judgment of a court to arise
                                 from the gross negligence or willful misconduct
                                 of the relevant indemnified person.

Governing Law and Forum:         New York.

Counsel to the Administrative    Simpson Thacher & Bartlett LLP.
Agent and the Arranger:



                                                            Annex I to Exhibit D

                         Summary of Terms and Conditions
                                of Exchange Notes

          Capitalized terms used but not defined herein have the meanings given
in the Summary of Terms and Conditions of the Delta East Bridge Facility to
which this Annex I is attached.

                              
Issuer:                          Delta East will issue Exchange Notes under an
                                 indenture that complies with the Trust
                                 Indenture Act (the "Indenture"). Delta East in
                                 its capacity as issuer of the Exchange Notes is
                                 referred to as the "Issuer."

Guarantors:                      Each of Delta East's subsidiaries that are
                                 guarantors under the Delta East Credit
                                 Agreement.

Principal Amount:                The Exchange Notes will be available only in
                                 exchange for the Initial Loans on or after the
                                 Initial Loan Maturity Date. The principal
                                 amount of any Exchange Note will equal 100% of
                                 the aggregate principal amount of the Initial
                                 Loan for which it is exchanged. In the case of
                                 the initial exchange by Lenders, the minimum
                                 amount of Initial Loans to be exchanged for
                                 Exchange Notes shall equal 10% of the
                                 outstanding principal amount of the Initial
                                 Loans on the date of such exchange.

Maturity:                        The Exchange Notes will mature on the tenth
                                 anniversary of the Closing Date.

Interest Rate:                   The Exchange Notes will bear interest at a rate
                                 equal to the Initial Rate (as defined below).

                                 "Initial Rate" shall be determined on the
                                 Initial Loan Maturity Date and shall equal the
                                 interest rate borne by the Initial Loans on the
                                 day immediately preceding the Initial Loan
                                 Maturity Date.

                                 Interest will be payable in arrears at the end
                                 of each semi-annual fiscal period.

Subordination:                   If applicable, terms similar to those in an
                                 indenture governing a high-yield senior
                                 subordinated note issue.

Mandatory Redemption:            The Issuer will be required to make an offer to
                                 redeem the Exchange Notes (and, if outstanding,
                                 prepay the Initial Loans) on a pro rata basis,
                                 at par plus accrued and unpaid interest (or, in
                                 the case of Fixed Rate Exchange Notes, at par
                                 plus accrued and unpaid interest plus any
                                 applicable premiums), from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required to pay any senior secured
                                 credit facilities or outstanding senior bonds)
                                 of the sale of any assets outside the ordinary
                                 course of business, subject to exceptions and
                                 baskets to be agreed. In addition, the Issuer
                                 will be required to offer to redeem the
                                 Exchange Notes upon the occurrence of a change
                                 of control (which offer shall be at 101% of the
                                 principal amount of such



                                                                               2


                              
                                 Exchange Notes, plus accrued and unpaid
                                 interest).

Optional Redemption:             Subject to the following sentence, the Exchange
                                 Notes will be redeemable at the option of the
                                 Issuer, in whole or in part, at any time at par
                                 plus accrued and unpaid interest to the
                                 redemption date. If any Exchange Note is sold
                                 by a Lender to a third party purchaser, such
                                 Lender shall have the right to fix the interest
                                 rate on such Exchange Note (a "Fixed Rate
                                 Exchange Note") at a rate equal to the greater
                                 of (a) the then applicable rate of interest or
                                 (b) upon the representation of such
                                 transferring Lender that a higher rate (such
                                 higher rate, the "Transfer Rate") is necessary
                                 in order to permit such Lender to transfer such
                                 Exchange Note to a third party and receive
                                 consideration equal to the principal amount
                                 thereof plus all accrued and unpaid interest to
                                 the date of such transfer, the Transfer Rate;
                                 provided, that such Transfer Rate shall not
                                 exceed the absolute and cash maximum interest
                                 rates applicable to the Exchange Notes. If such
                                 Lender exercises such right, such Exchange Note
                                 will be (a) non-callable for the first 5 years
                                 from the Initial Loan Maturity Date and (b)
                                 thereafter, callable at par plus accrued
                                 interest plus a premium equal to (i) 50% of the
                                 coupon in effect on the date of sale of such
                                 Exchange Note to a third party purchaser or
                                 (ii) if the Transfer Rate was used, 50% of the
                                 Transfer Rate, which premium in either case
                                 shall decline ratably on each yearly
                                 anniversary of the date of such sale to zero
                                 two years prior to the maturity of the Exchange
                                 Notes, provided that, such call protection
                                 shall not apply to any call for redemption
                                 issued prior to the sale to such third party
                                 purchaser.

                                 If the Issuer elects to optionally redeem all
                                 or any portion of the Exchange Notes, then the
                                 Issuer shall be required to optionally prepay
                                 on a pro rata basis outstanding Initial Loans,
                                 at par plus accrued and unpaid interest.

Registration Rights:             The Issuer will file within 120 days after the
                                 Initial Loan Maturity Date, and will use its
                                 commercially reasonable efforts to cause to
                                 become effective as soon thereafter as
                                 practicable, a shelf registration statement
                                 with respect to the Exchange Notes (a "Shelf
                                 Registration Statement") or a registration
                                 statement relating to a Registered Exchange
                                 Offer (as described below). If a Shelf
                                 Registration Statement is filed, the Issuer
                                 will keep such registration statement effective
                                 and available (subject to customary exceptions
                                 including various blackout and suspension
                                 periods) until the applicable Exchange Notes
                                 are resold thereunder but in no event longer
                                 than two years from the Closing Date. If within
                                 180 days from the Initial Loan Maturity Date, a
                                 Shelf Registration Statement for the Exchange
                                 Notes has not been declared effective or the
                                 Issuer has not effected an exchange offer (a
                                 "Registered Exchange Offer") whereby the Issuer
                                 has offered registered notes having terms
                                 identical to the Exchange Notes (the
                                 "Substitute Notes") in exchange for all
                                 outstanding Exchange



                                                                               3


                              
                                 Notes and Initial Loans (it being understood
                                 that a Shelf Registration Statement is required
                                 to be made available in respect of Exchange
                                 Notes the holders of which could not receive
                                 Substitute Notes through the Registered
                                 Exchange Offer that, in the opinion of counsel,
                                 would be freely saleable by such holders
                                 without registration or requirement for
                                 delivery of a current prospectus under the
                                 Securities Act of 1933, as amended (other than
                                 a prospectus delivery requirement imposed on a
                                 broker-dealer who is exchanging Exchange Notes
                                 acquired for its own account as a result of a
                                 market making or other trading activities)),
                                 then the Issuer will pay liquidated damages of
                                 0.25% per annum (which rate shall increase by
                                 an additional 0.25% per annum at the end of
                                 each 90-day period, up to a maximum of 1.00%
                                 per annum) on the principal amount of Exchange
                                 Notes and Initial Loans outstanding to holders
                                 thereof who are, or would be, unable freely to
                                 transfer Exchange Notes from and including the
                                 181st day after the date of the first issuance
                                 of Exchange Notes to but excluding the earlier
                                 of the effective date of such Shelf
                                 Registration Statement or the date of
                                 consummation of such Registered Exchange Offer
                                 (such damages may be payable, at the option of
                                 the Company, in the form of additional Initial
                                 Loans or Exchange Notes, as applicable, if the
                                 then interest rate thereon exceeds the
                                 applicable cash interest rate cap). The Issuer
                                 will also pay such liquidated damages for any
                                 period of time (subject to customary
                                 exceptions) following the effectiveness of a
                                 Shelf Registration Statement that such Shelf
                                 Registration Statement is not available for
                                 resales thereunder.

Right to Transfer Exchange       The holders of the Exchange Notes shall have
Notes:                           the absolute and unconditional right to
                                 transfer such Exchange Notes in compliance with
                                 applicable law to any third parties.

Covenants:                       Substantially consistent with the indentures
                                 governing the Delta East Bonds, except as
                                 otherwise agreed.

Events of Default:               Substantially consistent with the indentures
                                 governing the Delta East Bonds, except as
                                 otherwise agreed.

Governing Law and Forum:         New York.



                                                                       EXHIBIT E

                                   DELTA WEST
                           DELTA WEST BRIDGE FACILITY
                         Summary of Terms and Conditions

                                   ----------

          R.H. Donnelley Corporation (the "Company") has indicated that it
intends to enter into a merger agreement (the "Merger Agreement") pursuant to
which the Company will acquire (the "Transaction") the outstanding capital stock
of the company separately identified to us as "Delta" (the "Target") from the
existing holders of such capital stock (the "Sellers"). Unless otherwise defined
herein, terms which are defined in the Commitment Letter to which this Term
Sheet is attached are used herein as so defined. Set forth below is a statement
of the terms and conditions for the Delta West Bridge Facility to be used to
finance a portion of the Transaction, including without limitation to fund
Change of Control Offers for existing Delta West Bonds (as defined in Schedule I
to the Commitment Letter):

                              
Initial Loans:                   The Lenders (as defined below) will make
                                 unsecured loans (the "Initial Loans") to Delta
                                 West on the Closing Date (as defined below) in
                                 an aggregate principal amount not to exceed the
                                 amount required to fund any purchases of Delta
                                 West Bonds required to be made pursuant to the
                                 Change of Control Offers (the "Delta West
                                 Bridge Facility").

Borrower:                        Delta West.

Guarantors:                      Each of Delta West's subsidiaries that are
                                 guarantors under the Delta West Credit
                                 Agreement.

Administrative Agent:            JPMorgan Chase Bank, N.A. ("JPMCB"; in such
                                 capacity, the "Administrative Agent") will act
                                 as Administrative Agent for the Lenders holding
                                 the Initial Loans from time to time.

Sole Lead Arranger and Sole      J.P. Morgan Securities Inc. ("JPMorgan"; in
Bookrunner:                      such capacity, the "Arranger").

Lenders:                         JPMCB and any other holder of any portion of
                                 the Initial Loans or of any commitment to make
                                 the Initial Loans are collectively referred to
                                 as the "Lenders."

Use of Proceeds:                 The proceeds of the Initial Loans will be used
                                 to fund any purchases of Delta West Bonds
                                 required to be made pursuant to the Change of
                                 Control Offers.

Funding:                         The Lenders will make the Initial Loans
                                 simultaneously with the consummation of the
                                 Transaction. The date on which such Initial
                                 Loans are made and the Transaction is
                                 consummated is herein called the "Closing
                                 Date."



                                                                               2


                              
Maturity/Exchange:               The Initial Loans will initially mature on the
                                 date that is 12 months following the Closing
                                 Date (the "Initial Loan Maturity Date"). The
                                 maturity of the Initial Loans shall be extended
                                 as provided below. If any Initial Loan has not
                                 been previously repaid in full on or prior to
                                 the Initial Loan Maturity Date, the Lender in
                                 respect of such Initial Loan will have the
                                 option at any time or from time to time to
                                 receive Exchange Notes (the "Exchange Notes")
                                 in exchange for such Initial Loan having the
                                 terms set forth in the term sheet attached
                                 hereto as Annex I; provided, that a Lender may
                                 not elect to exchange only a portion of its
                                 outstanding Initial Loans for Exchange Notes
                                 unless such Lender intends at the time of such
                                 partial exchange of Initial Loans promptly to
                                 sell the Exchange Notes received in such
                                 exchange. The maturity of any Initial Loans
                                 that are not exchanged for Exchange Notes on
                                 the Initial Loan Maturity Date shall
                                 automatically be extended to the tenth
                                 anniversary of the Closing Date.

                                 The Initial Loans and the Exchange Notes shall
                                 be pari passu for all purposes.

Interest:                        Prior to the Initial Loan Maturity Date, each
                                 Initial Loan will accrue interest at a rate per
                                 annum equal to the coupon of the Delta West
                                 Bond being purchased with the proceeds of such
                                 Initial Loan.

                                 Such interest rate will increase by an
                                 additional 100 basis points at the end of the
                                 first six months following the Closing Date and
                                 by 50 basis points at the end of the second
                                 three months following the Closing Date.

                                 The interest rate in effect at any time prior
                                 to the Initial Loan Maturity Date for any
                                 Initial Loan shall not exceed a rate per annum
                                 equal to the coupon of the Delta West Bond
                                 being purchased with the proceeds of such
                                 Initial Loan plus 1.00%. During the period an
                                 event of default occurs and is continuing, the
                                 interest rate will increase by 200 basis points
                                 with respect to any amounts overdue.

                                 Following the Initial Loan Maturity Date, all
                                 outstanding Initial Loans will accrue interest
                                 at the rate provided for Exchange Notes in
                                 Annex I hereto.

                                 Calculation of interest shall be on the basis
                                 of actual days elapsed in a year of 360 days.



                                                                               3


                              
                                 Interest will be payable in arrears (a) at the
                                 end of each fiscal quarter of Delta West
                                 following the Closing Date and on the Initial
                                 Loan Maturity Date and (b) for Initial Loans
                                 outstanding after the Initial Loan Maturity
                                 Date, at the end of each fiscal quarter of
                                 Delta West following the Initial Loan Maturity
                                 Date and on the final maturity date.

Subordination:                   If applicable, the Initial Loans will be
                                 subordinated to any senior indebtedness of
                                 Delta West on terms similar to those in an
                                 indenture governing a high-yield senior
                                 subordinated note issue. The subordination
                                 provisions will not restrict prepayments of the
                                 Initial Loans with proceeds of a permitted
                                 refinancing thereof. Delta West will not be
                                 permitted to incur any other indebtedness that
                                 is subordinated to any senior indebtedness and
                                 senior to any other indebtedness of Delta West.

Mandatory Redemption:            On or prior to the Initial Loan Maturity Date,
                                 Delta West will be required to prepay Initial
                                 Loans on a pro rata basis, at par plus accrued
                                 and unpaid interest from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required, if any, to repay any senior
                                 secured credit facilities or outstanding senior
                                 bonds) of the sale of any assets outside the
                                 ordinary course of business, the incurrence of
                                 any debt (other than debt permitted under any
                                 senior secured credit facilities, with the
                                 exception of any outstanding senior bonds) and
                                 the issuance of any equity not applied to the
                                 payment of loans under any senior secured
                                 credit facility, in each case subject to
                                 exceptions and baskets to be agreed. In
                                 addition, Delta West will be required to offer
                                 to redeem the Initial Loans upon the occurrence
                                 of a change of control (which offer shall be at
                                 par plus accrued and unpaid interest).

Optional Prepayment:             The Initial Loans may be prepaid, in whole or
                                 in part, at the option of Delta West, at any
                                 time upon three days' prior notice, at par plus
                                 accrued and unpaid interest, if any, without
                                 premium or penalty. If Delta West elects to
                                 optionally prepay all or any portion of the
                                 Initial Loans, then Delta West shall be
                                 required to optionally redeem on a pro rata
                                 basis outstanding Exchange Notes, if any,
                                 subject to certain circumstances, to the
                                 non-call provisions of any Exchange Notes, at
                                 par plus accrued and unpaid interest, if any.

Documentation:                   Substantially consistent with the Delta West
                                 Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed
                                 (such documentation, the "Delta West Bridge
                                 Facility Documentation").

Conditions Precedent:            The availability of the Delta West Bridge
                                 Facility shall be conditioned upon the
                                 satisfaction of the conditions set forth in
                                 Exhibit F.



                                                                               4


                              
Representations and              Substantially consistent with the Delta West
Warranties:                      Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed.

Covenants:                       Restrictions on the incurrence of indebtedness,
                                 the payment of dividends, redemption of capital
                                 stock and making certain investments, the
                                 incurrence of liens, the sale of assets and the
                                 sale of subsidiary stock, entering into
                                 agreements that restrict the payment of
                                 dividends by subsidiaries or the repayment of
                                 intercompany loans and advances, entering into
                                 affiliate transactions, entering into mergers,
                                 consolidations and sales of substantially all
                                 the assets of Delta West and its subsidiaries
                                 and requirements as to future subsidiary
                                 guarantors. Prior to the Initial Loan Maturity
                                 Date, the covenants will be more restrictive
                                 than those in the Exchange Notes. Following the
                                 Initial Loan Maturity Date, the covenants
                                 relevant to the Initial Loans will
                                 automatically be modified so as to be
                                 consistent with the Exchange Notes.

Events of Default:               Substantially consistent with the Delta West
                                 Credit Agreement, with usual and customary
                                 changes for a bridge facility to be agreed.
                                 Following the Initial Loan Maturity Date, the
                                 events of default relevant to the Initial Loans
                                 will automatically be modified so as to be
                                 consistent with the Exchange Notes.

Cost and Yield Protection:       Usual for facilities and transactions of this
                                 type.

Assignment and Participation:    Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to assign Initial Loans and
                                 commitments without the consent of Delta West.
                                 The Administrative Agent will receive a
                                 processing and recordation fee of $3,500,
                                 payable by the assignor and/or the assignee,
                                 with each assignment. Assignments will be by
                                 novation that will release the obligation of
                                 the assigning Lender.

                                 Subject to the prior approval of the
                                 Administrative Agent (such approval not to be
                                 unreasonably withheld), the Lenders will have
                                 the right to participate their Initial Loans to
                                 other financial institutions without
                                 restriction, other than customary voting
                                 limitations. Participants will have the same
                                 benefits as the selling Lenders would have (and
                                 will be limited to the amount of such benefits)
                                 with regard to yield protection and increased
                                 costs, subject to customary limitations and
                                 restrictions.



                                                                               5


                              
Voting:                          Amendments and waivers of the Delta West Bridge
                                 Facility Documentation will require the
                                 approval of Lenders holding more than 50% of
                                 the outstanding Initial Loans, except that (i)
                                 the consent of each affected Lender will be
                                 required for (a) reductions of principal or
                                 interest rates, (b) except as provided under
                                 "Maturity/Exchange" above, extensions of the
                                 Initial Loan Maturity Date, (c) additional
                                 restrictions on the right to exchange Initial
                                 Loans for Exchange Notes or any amendment of
                                 the rate of such exchange and (d) any amendment
                                 to the Exchange Notes that requires (or would,
                                 if any Exchange Notes were outstanding,
                                 require) the approval of all holders of
                                 Exchange Notes and (ii) the consent of 100% of
                                 the Lenders shall be required with respect to
                                 (a) modifications to any of the voting
                                 percentages, (b) modifications to the
                                 redemption provisions and (c) releases of any
                                 significant guarantor. A replacement of Lenders
                                 provision will apply in a manner to be agreed.

Expenses and Indemnification:    The Delta West Bridge Facility Documentation
                                 shall provide that Delta West shall pay (a) all
                                 reasonable out-of-pocket expenses of the
                                 Administrative Agent and the Arranger
                                 associated with the syndication of the Delta
                                 West Bridge Facility and the preparation,
                                 execution, delivery and administration of the
                                 Delta West Bridge Facility Documentation and
                                 any amendment, waiver or modification with
                                 respect thereto (including the reasonable fees,
                                 disbursements and other charges of counsel) and
                                 (b) all out-of-pocket expenses of the
                                 Administrative Agent, the Arranger and the
                                 Lenders (including the fees, disbursements and
                                 other charges of counsel) in connection with
                                 the enforcement of the Delta West Bridge
                                 Facility Documentation.

                                 The Administrative Agent, the Arranger and the
                                 Lenders (and their respective affiliates,
                                 controlling persons, officers, directors,
                                 employees, advisors and agents) will have no
                                 liability for, and will be indemnified and held
                                 harmless against, any loss, liability, cost or
                                 expense incurred in respect of the proposed
                                 transactions, including, but not limited to,
                                 the financing contemplated hereby or the use or
                                 the proposed use of proceeds thereof, except to
                                 the extent they are found by a final,
                                 non-appealable judgment of a court to arise
                                 from the gross negligence or willful misconduct
                                 of the relevant indemnified person.

Governing Law and Forum:         New York.

Counsel to the Administrative    Simpson Thacher & Bartlett LLP.
Agent and the Arranger:



                                                            Annex I to Exhibit E

                         Summary of Terms and Conditions
                                of Exchange Notes

          Capitalized terms used but not defined herein have the meanings given
in the Summary of Terms and Conditions of the Delta West Bridge Facility to
which this Annex I is attached.

                              
Issuer:                          Delta West will issue Exchange Notes under an
                                 indenture that complies with the Trust
                                 Indenture Act (the "Indenture"). Delta West in
                                 its capacity as issuer of the Exchange Notes is
                                 referred to as the "Issuer."

Guarantors:                      Each of Delta West's subsidiaries that are
                                 guarantors under the Delta West Credit
                                 Agreement.

Principal Amount:                The Exchange Notes will be available only in
                                 exchange for the Initial Loans on or after the
                                 Initial Loan Maturity Date. The principal
                                 amount of any Exchange Note will equal 100% of
                                 the aggregate principal amount of the Initial
                                 Loan for which it is exchanged. In the case of
                                 the initial exchange by Lenders, the minimum
                                 amount of Initial Loans to be exchanged for
                                 Exchange Notes shall equal 10% of the
                                 outstanding principal amount of the Initial
                                 Loans on the date of such exchange.

Maturity:                        The Exchange Notes will mature on the tenth
                                 anniversary of the Closing Date.

Interest Rate:                   The Exchange Notes will bear interest at a rate
                                 equal to the Initial Rate (as defined below).

                                 "Initial Rate" shall be determined on the
                                 Initial Loan Maturity Date and shall equal the
                                 interest rate borne by the Initial Loans on the
                                 day immediately preceding the Initial Loan
                                 Maturity Date.

                                 Interest will be payable in arrears at the end
                                 of each semi-annual fiscal period.

Subordination:                   If applicable, terms similar to those in an
                                 indenture governing a high-yield senior
                                 subordinated note issue.

Mandatory Redemption:            The Issuer will be required to make an offer to
                                 redeem the Exchange Notes (and, if outstanding,
                                 prepay the Initial Loans) on a pro rata basis,
                                 at par plus accrued and unpaid interest (or, in
                                 the case of Fixed Rate Exchange Notes, at par
                                 plus accrued and unpaid interest plus any
                                 applicable premiums), from the net proceeds
                                 (after deduction of, among other things,
                                 amounts required to pay any senior secured
                                 credit facilities or outstanding senior bonds)
                                 of the sale of any assets outside the ordinary
                                 course of business, subject to exceptions and
                                 baskets to be agreed. In addition, the Issuer
                                 will be required to offer to redeem the
                                 Exchange Notes upon the occurrence of a change
                                 of control (which offer shall be at 101% of the
                                 principal amount of such



                                                                               2


                              
                                 Exchange Notes, plus accrued and unpaid
                                 interest).

Optional Redemption:             Subject to the following sentence, the Exchange
                                 Notes will be redeemable at the option of the
                                 Issuer, in whole or in part, at any time at par
                                 plus accrued and unpaid interest to the
                                 redemption date. If any Exchange Note is sold
                                 by a Lender to a third party purchaser, such
                                 Lender shall have the right to fix the interest
                                 rate on such Exchange Note (a "Fixed Rate
                                 Exchange Note") at a rate equal to the greater
                                 of (a) the then applicable rate of interest or
                                 (b) upon the representation of such
                                 transferring Lender that a higher rate (such
                                 higher rate, the "Transfer Rate") is necessary
                                 in order to permit such Lender to transfer such
                                 Exchange Note to a third party and receive
                                 consideration equal to the principal amount
                                 thereof plus all accrued and unpaid interest to
                                 the date of such transfer, the Transfer Rate;
                                 provided, that such Transfer Rate shall not
                                 exceed the absolute and cash maximum interest
                                 rates applicable to the Exchange Notes. If such
                                 Lender exercises such right, such Exchange Note
                                 will be (a) non-callable for the first five
                                 years from the Initial Loan Maturity Date and
                                 (b) thereafter, callable at par plus accrued
                                 interest plus a premium equal to (i) 50% of the
                                 coupon in effect on the date of sale of such
                                 Exchange Note to a third party purchaser or
                                 (ii) if the Transfer Rate was used, 50% of the
                                 Transfer Rate, which premium in either case
                                 shall decline ratably on each yearly
                                 anniversary of the date of such sale to zero
                                 two years prior to the maturity of the Exchange
                                 Notes, provided that, such call protection
                                 shall not apply to any call for redemption
                                 issued prior to the sale to such third party
                                 purchaser.

                                 If the Issuer elects to optionally redeem all
                                 or any portion of the Exchange Notes, then the
                                 Issuer shall be required to optionally prepay
                                 on a pro rata basis outstanding Initial Loans,
                                 at par plus accrued and unpaid interest.

Registration Rights:             The Issuer will file within 120 days after the
                                 Initial Loan Maturity Date, and will use its
                                 commercially reasonable efforts to cause to
                                 become effective as soon thereafter as
                                 practicable, a shelf registration statement
                                 with respect to the Exchange Notes (a "Shelf
                                 Registration Statement") or a registration
                                 statement relating to a Registered Exchange
                                 Offer (as described below). If a Shelf
                                 Registration Statement is filed, the Issuer
                                 will keep such registration statement effective
                                 and available (subject to customary exceptions
                                 including various blackout and suspension
                                 periods) until the applicable Exchange Notes
                                 are resold thereunder but in no event longer
                                 than two years from the Closing Date. If within
                                 180 days from the Initial Loan Maturity Date, a
                                 Shelf Registration Statement for the Exchange
                                 Notes has not been declared effective or the
                                 Issuer has not effected an exchange offer (a
                                 "Registered Exchange Offer") whereby the Issuer
                                 has offered registered notes having terms
                                 identical to the Exchange Notes (the
                                 "Substitute Notes") in exchange for all
                                 outstanding Exchange



                                                                               3


                              
                                 Notes and Initial Loans (it being understood
                                 that a Shelf Registration Statement is required
                                 to be made available in respect of Exchange
                                 Notes the holders of which could not receive
                                 Substitute Notes through the Registered
                                 Exchange Offer that, in the opinion of counsel,
                                 would be freely saleable by such holders
                                 without registration or requirement for
                                 delivery of a current prospectus under the
                                 Securities Act of 1933, as amended (other than
                                 a prospectus delivery requirement imposed on a
                                 broker-dealer who is exchanging Exchange Notes
                                 acquired for its own account as a result of a
                                 market making or other trading activities)),
                                 then the Issuer will pay liquidated damages of
                                 0.25% per annum (which rate shall increase by
                                 an additional 0.25% per annum at the end of
                                 each 90-day period, up to a maximum of 1.00%
                                 per annum) on the principal amount of Exchange
                                 Notes and Initial Loans outstanding to holders
                                 thereof who are, or would be, unable freely to
                                 transfer Exchange Notes from and including the
                                 181st day after the date of the first issuance
                                 of Exchange Notes to but excluding the earlier
                                 of the effective date of such Shelf
                                 Registration Statement or the date of
                                 consummation of such Registered Exchange Offer
                                 (such damages may be payable, at the option of
                                 the Company, in the form of additional Initial
                                 Loans or Exchange Notes, as applicable, if the
                                 then interest rate thereon exceeds the
                                 applicable cash interest rate cap). The Issuer
                                 will also pay such liquidated damages for any
                                 period of time (subject to customary
                                 exceptions) following the effectiveness of a
                                 Shelf Registration Statement that such Shelf
                                 Registration Statement is not available for
                                 resales thereunder.

Right to Transfer Exchange       The holders of the Exchange Notes shall have
Notes:                           the absolute and unconditional right to
                                 transfer such Exchange Notes in compliance with
                                 applicable law to any third parties.

Covenants:                       Substantially consistent with the indentures
                                 governing the Delta West Bonds, except as
                                 otherwise agreed.

Events of Default:               Substantially consistent with the indentures
                                 governing the Delta West Bonds, except as
                                 otherwise agreed.

Governing Law and Forum:         New York.



                                                                       EXHIBIT F

          The availability of each of the Facilities shall be subject to the
satisfaction of the following conditions. Capitalized terms used but not defined
herein have the meanings given in the Term Sheets.

          (a) Each applicable party shall have executed and delivered the Credit
          Documentation.

          (b) The Acquisition shall be or shall have been consummated in
          accordance with the Merger Agreement (which consummation shall occur
          substantially simultaneously with the Closing Date and the funding of
          the Incremental Tranche B Delta West Facility and, if applicable, the
          Holdco Facilities), and no material provision of the Merger Agreement
          shall have been waived, amended, supplemented or otherwise modified in
          a manner that is material and adverse to the Commitment Parties
          without the consent of the Administrative Agent, the terms of which
          consent shall not be unreasonably withheld or delayed.

          (c) Representations and warranties in respect of due authorization,
          execution and delivery of the Credit Documentation; legality,
          validity, binding effect and enforceability of the Credit
          Documentation; execution and delivery of the Credit Documentation and
          consummation of the Transaction not violating material laws; and
          validity and perfection of the security interests in the collateral
          (subject to liens permitted by the Credit Documentation) shall be true
          and correct in all material respects, subject in each case to
          customary exceptions or qualifications.

          (d) The Administrative Agent shall have received the results of a
          recent lien search in each relevant jurisdiction with respect to the
          Company and its subsidiaries (including the Target and its
          subsidiaries), and such search shall reveal no liens on any of the
          assets of the Company and its subsidiaries (including the Target and
          its subsidiaries) except for liens permitted by the credit
          documentation and existing bonds or credit agreements or liens to be
          discharged on or prior to the Closing Date pursuant to documentation
          satisfactory to the Administrative Agent.

          (e) All documents and instruments required to perfect or continue the
          Administrative Agent's security interest in the collateral under the
          Facilities, to the extent applicable, (including delivery of stock
          certificates and undated stock powers executed in blank) shall have
          been executed and be in proper form for filing, subject only to
          exceptions satisfactory to the Administrative Agent.

          (f) The Administrative Agent shall have received such legal opinions
          (including opinions (i) from counsel to the Company and its
          subsidiaries and (ii) from such special and local counsel as may be
          reasonably required by the Administrative Agent), corporate delivery
          documents, certificates and instruments as are customary for
          transactions of this type.

          (g) As a condition to the funding of the Holdco Facilities, each of
          the Company and the Target shall have delivered preliminary offering
          memoranda or preliminary prospectuses relating to the Holdco Notes
          usable in a customary high-yield road show and the investment bank
          engaged to place the Holdco Notes shall have been afforded an
          opportunity following the receipt of such documentation to attempt to
          place the Holdco Notes with qualified purchasers thereof.

EX-10.7

                                                                    EXHIBIT 10.7

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is by and between R.H.
Donnelley Corporation, a Delaware corporation (the "COMPANY"), and David C.
Swanson ("EXECUTIVE").

                                   WITNESSETH:

         WHEREAS, Executive is presently serving as Chief Executive Officer of
the Company pursuant to an Employment Agreement dated May 1, 2002 ("PRIOR
AGREEMENT") and following execution of the Prior Agreement became Chairman of
the Board of Directors of the Company ("BOARD") in December 2002;

         WHEREAS, the Company has entered into an Agreement and Plan of Merger
as of October 3, 2005 by and among Dex Media, Inc., the Company and Forward
Acquisition Corp., a wholly-owned subsidiary of the Company (the "MERGER SUB")
(the "MERGER AGREEMENT"), pursuant to which Dex Media, Inc. will be merged into
Merger Sub (the "MERGER") at the effective time as defined in Section 1.2 of the
Merger Agreement (the "EFFECTIVE TIME");

         WHEREAS, the Board and Executive agree that Executive will relinquish
the position of Chairman and continue as Chief Executive Officer effective as of
the Effective Time;

         WHEREAS, it is contemplated by the Company and Executive that this
Amendment and Restatement will be effective only upon and following the
Effective Time; and

         WHEREAS, Executive desires to continue his employment with the Company
upon the terms and conditions hereinafter set forth in this amended and restated
employment agreement (this "AGREEMENT").

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the validity and
sufficiency of which is hereby acknowledged, the parties agree that, as of the
Effective Time, the Prior Agreement is amended and restated as follows:

1. Term of Employment. Subject to the provisions of Section 8 of this Agreement,
Executive shall be employed by the Company for a period (the "EMPLOYMENT TERM")
commencing at the Effective Time (the "COMMENCEMENT DATE" and the "EFFECTIVE
DATE") and ending on the third anniversary of the Effective Time. On the third
anniversary and each succeeding anniversary thereof, the Employment Term shall
automatically be extended for one additional year unless, not later than ninety
days prior to such anniversary, the Company or the Executive shall have given
notice of its or his intention not to extend the Employment Term. Any such
non-renewal of this Agreement by the Company shall be treated as a termination
of Executive's employment without Cause, as hereinafter defined; provided,
however, that during the three-year period commencing as of the Effective Time
and ending on the third anniversary thereof, the Company shall not give a notice
of its intention not to extend the Employment Term





unless such notice is first approved by the affirmative vote of not less than
seventy-five percent (75%) of the members of the entire Board cast at a meeting
specifically called for the purpose of acting upon a proposal to approve such
notice. This Agreement, in amending and restating the Prior Agreement, shall
replace and supercede the Prior Agreement as of the Effective Time.

2. Position. (a) Executive shall serve as Chief Executive Officer of the
Company. In such position, Executive shall have such duties and authority
commensurate with such position and, to the extent not inconsistent with the
foregoing, as shall be determined from time to time by the Board. Executive
shall be employed as the senior most executive officer of the Company (without
regard to any Chairman) and shall report directly to the Board.

(b) During the Employment Term, Executive will devote substantially all of his
business time and best efforts to the performance of his duties hereunder and
will not engage in any other business, profession or occupation for compensation
or otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the Board; provided
that nothing herein shall be deemed to preclude Executive from serving on
business, civic or charitable boards or committees, as long as such activities
do not materially interfere with the performance of Executive's duties
hereunder.

3. Base Salary. Company shall pay Executive an annual base salary (the "BASE
SALARY") at the initial annual rate of $850,000 payable in equal bi-monthly
installments or otherwise in accordance with the payroll and personnel practices
of the Company in effect from time to time. Base Salary shall be reviewed
annually by the Board or a committee thereof to which the Board may from time to
time have delegated such authority (the "COMMITTEE") for possible increase (but
not decrease) in the sole discretion of the Board or the Committee, as the case
may be.

4. Bonus. With respect to each fiscal year all or part of which is contained in
the Employment Term, Executive shall be eligible to participate in the Company's
Annual Incentive Program under the 2005 Stock Award and Incentive Plan or any
successor program or plan thereto or thereunder, with a target bonus opportunity
of 100% of Base Salary (not less than 70% of which shall be paid in cash) and a
maximum bonus opportunity not less than that for which he is eligible on the
Effective Date (the "BONUS").

5. Additional Compensation. As further compensation, Executive will be eligible
for participation in all other bonuses, long-term incentive compensation and
stock options and other equity participation arrangements made available
generally to senior executives of the Company, on terms and conditions no less
favorable than those offered to other senior executives of the Company, and at
no less attractive a level in the aggregate as that for which he is eligible on
the Effective Date.

6. Employee Benefits. During the Employment Term, Executive shall be eligible
for employee benefits (including perquisites, fringe benefits, vacation, pension
and profit sharing plan participation and life, health, accident and disability
insurance) made available generally to senior executives of the Company, on
terms and conditions no less favorable than those offered to other senior
executives of the Company, and at no less attractive a level in the aggregate as
that for which he is eligible on the Effective Date.


                                     - 2 -



7. Business Expenses. Reasonable travel, entertainment and other business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies in effect from
time to time.

8. Termination of Employment. Each of Executive and the Company may terminate
the employment of Executive hereunder at any time in accordance with this
Section 8. Executive's entitlements hereunder in the event of any such
termination shall be as set forth in this Section 8. The provisions of this
Section 8 (and any related provision of Section 10) shall survive any
non-renewal of this Agreement by the Company pursuant to Section 1. With respect
to any termination of employment (voluntary or otherwise), any and all (i)
accrued but unused vacation and (ii) earned but unpaid bonus (with respect to
any full performance period) will be paid at the same time as other payments
provided for herein.

(a) For Cause by the Company. If Executive's employment is terminated by the
Company for Cause (as defined in Section 9(a) herein), he shall be entitled to
receive his Base Salary through the Date of Termination (as defined in Section
8(g)(ii) herein). All other benefits due Executive following Executive's
termination of employment pursuant to this Section 8(a) shall be determined in
accordance with the then-existing plans, policies and practices of the Company.

(b) Death or Disability. Executive's employment hereunder shall terminate upon
his death and may be terminated by the Company upon his Disability (as defined
in Section 9(c) herein) during the Employment Term. Upon termination of
Executive's employment hereunder upon the Executive's Disability or death,
Executive or his estate (as the case may be) shall be entitled to receive Base
Salary through the Date of Termination, plus a pro-rata portion of target Bonus,
based on the number of whole or partial months from the beginning of the bonus
period to the Date of Termination. In addition, if Executive's employment is
terminated as a result of Disability, Executive shall continue to be eligible to
participate in all health, medical and dental benefit plans of the Company, or
comparable coverage, until age 65 in accordance with the terms, conditions and
elections, if any, applicable to or in effect with respect to Executive at the
Date of Termination.

(c) Termination Not Following a Change in Control. If, during the Employment
Term and prior to a Change in Control (as defined in Section 9(b) herein) or
more than two years after a Change in Control, Executive's employment is
terminated by the Company without Cause, or by Executive under subclauses (i),
(ii) or (iii) of the definition of Good Reason (as defined in Section 9(d)
herein), Executive shall be entitled to the following:

(i) Base Salary through the Date of Termination at the rate in effect at the
time of Notice of Termination, as defined in Section 8(g)(i) herein, is given,
or if higher, at the rate in effect immediately prior to the event or
circumstance leading to the termination of employment, plus a pro rata (number
of days employed during calendar year divided by 360) portion of target Bonus,
plus all other amounts to which Executive is entitled under any then-existing
compensation or benefit plan of the Company.

(ii) In lieu of any further salary payments to Executive for periods subsequent
to the Date of Termination, the Company shall pay as severance pay, not later
than the fifth


                                     - 3 -



business day following the Date of Termination, a severance payment (the
"SEVERANCE PAYMENT") equal to two times the sum of (A) Base Salary at the rate
in effect on the date Notice of Termination is given, or if higher, at the rate
in effect immediately prior to the event or circumstance leading to the
termination of employment, plus (B) target Bonus at the rate in effect on the
date of the Notice of Termination is given, or if higher, at the rate in effect
immediately prior to the event or circumstance leading to the termination of
employment without Cause, paid in lump sum without reduction for time value of
money.

(iii) Continued eligibility to participate in all health, medical and dental and
long term disability benefit plans of the Company for which Executive was
eligible immediately prior to the time of the Notice of Termination, or
comparable coverage, for two years, or, if sooner, until comparable health
insurance coverage is available to Executive in connection with subsequent
employment or self-employment. The coverage for which Executive shall continue
to be eligible under this Section shall be made available at no greater cost or
tax cost to Executive than that applicable to Executive at the time of
termination of employment.

(iv) Term life insurance equivalent in coverage, and at no greater cost or tax
cost to Executive, to that elected by Executive at the time of the Notice of
Termination, until the last day of the second calendar year beginning after
termination of employment, or, if sooner, until comparable life insurance
coverage is available to Executive in connection with subsequent employment or
self-employment.

(d) Termination Within Two Years Following a Change in Control. If, during the
Employment Term and within two years following a Change in Control, Executive's
employment is terminated by the Company without Cause, or by the Executive for
Good Reason, as hereinafter defined, Executive shall be entitled to the payments
and benefits set forth in Section 8(c), except that for purposes of this Section
8(d), references in such Section to "two times" or " two years" shall be changed
to "three times" and "three years." In addition, Executive shall be entitled to
receive, for the three years following termination of employment or, if sooner,
until subsequently employed or self-employed, (i) all perquisites and similar
benefits he was receiving immediately prior to the time of Notice of
Termination, (ii) reimbursement of expenses relating to financial planning
services, up to a maximum amount per year equal to the average of such amounts
paid to Executive for the two calendar years preceding the Date of Termination
and (iii) reimbursement of expenses relating to outplacement services, subject
to a maximum reimbursement under this clause (iii) of $25,000. For purposes of
this Agreement, termination of employment after the commencement of negotiations
with a potential acquiror or business combination partner but prior to an actual
Change of Control shall be deemed to be a termination of employment within two
years following a Change in Control if such negotiations subsequently result in
a transaction with such acquiror or business combination partner which
constitutes a Change in Control.

(e) Retirement. If during the Employment Term, Executive retires at normal
retirement age under the Company's qualified pension plan or any successor plan,
Executive shall be entitled to the payments and benefits specified in Section
8(b) as if his employment had terminated as a result of Disability.


                                     - 4 -



(f) Voluntary Termination of Employment. If during the Employment Term,
Executive terminates his employment under circumstances other than those
specified elsewhere in this Section 8, Executive shall be entitled to the
payments and benefits specified in Section 8(a).

(g) Notice and Date of Termination. (i) Any purported termination of employment
by the Company or by Executive shall be communicated by written Notice of
Termination to the other party hereto in accordance with Section 17(i) hereof.
For purposes of this Agreement, a "NOTICE OF TERMINATION" shall mean a notice
which shall indicate (by reference to specific Section and sub-section numbers
and letters, for example, Section 8(d)) the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of employment under
the provision so indicated. If the event or circumstance on which the proposed
termination of employment is based is susceptible of cure, the Notice of
Termination shall not be deemed effective until Executive or the Company, as the
case may be, has had at least 30 days to effect such cure, and unless such event
or circumstance persists at the end of such cure period.

(ii) "DATE OF TERMINATION" shall mean (A) if employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided that
Executive shall not have returned to the full-time performance of his duties
during such thirty (30) day period), (B) if employment is terminated by reason
of death, the date of death, and (C) if employment is terminated for any other
reason, subject to the effectiveness of notice and "cure" provisions of clause
(i) above, the date specified in the Notice of Termination (which, in the case
of a termination of employment by the Company for Cause shall not be less than
ten (10) days after the date such Notice of Termination is given); provided that
if within thirty (30) days after any Notice of Termination is given the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a binding arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (which is not appealable or the time
for appeal therefrom having expired and no appeal having been perfected);
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence; and
provided, further that in the event Executive gives Notice of Termination for
Good Reason based upon any matter referred to in clause (ii) of the definition
of Good Reason, and it is thereafter determined that said grounds do not
constitute Good Reason, then so long as Executive reasonably believed in good
faith that he had grounds for termination of employment for Good Reason, the
Company may not terminate Executive's employment for Cause based upon such
matters.

(iii) Any provision of this Agreement to the contrary notwithstanding, during
the three-year period commencing as of the Effective Time and ending on the
third anniversary thereof, the Company shall not give a Notice of Termination to
the Executive unless such Notice of Termination is first approved by the
affirmative vote of not less than seventy-five percent (75%) of the members of
the entire Board cast at a meeting specifically called for the purpose of acting
upon a proposal to approve such Notice of Termination.


                                     - 5 -



(h) Any provision of this Agreement to the contrary notwithstanding, Executive
shall be obligated to execute a general release of claims in favor of the
Company, substantially in the form attached hereto as Exhibit A, as a condition
to receiving benefits and payments under Sections 8(c) or (d) of this Agreement.

(i) Notwithstanding anything to the contrary set forth herein, the following
provisions of this Agreement shall survive any termination of Executive's
employment hereunder and/or termination of this Agreement: Sections 8, 9, 10,
11, 12, 13, 14, 15, 16 and 17(f) and (g).

9. Definitions. (a) "CAUSE" shall mean (i) Executive's willful and continued
failure substantially to perform the duties of his position (other than as a
result of total or partial incapacity due to physical or mental illness or as a
result of a termination by Executive for Good Reason, as hereinafter defined),
(ii) any willful act or omission by Executive constituting dishonesty, fraud or
other malfeasance, which in any such case is demonstrably (and, in the case of
other malfeasance, materially) injurious to the financial condition or business
reputation of the Company or any of its affiliates, or (iii) Executive's
conviction of a felony under the laws of the United States or any state thereof
or any other jurisdiction in which the Company or any of its subsidiaries
conducts business which materially impairs the value of Executive's services to
the Company or any of its subsidiaries. For purposes of this definition, no act
or failure to act shall be deemed "willful" unless effected by Executive not in
good faith and without a reasonable belief that such action or failure to act
was in or not opposed to the best interests of the Company.

(b) "CHANGE IN CONTROL" shall mean the occurrence of any of the following
events:

(i) any "person," as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any company owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities;

(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person (as defined above) who has entered into an
agreement with the Company to effect a transaction described in subsections (i),
(iii) or (iv) of this definition) whose election by the Board or nomination for
election by the Company's shareholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;

(iii) the consummation of a merger or consolidation of the Company with any
other company, other than (A) a merger or consolidation which would result in
the voting


                                     - 6 -



securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 60% of the combined voting power
of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no person (as defined above) becomes the beneficial owner (as defined
above) of more than 20% of the combined voting power of the Company's then
outstanding securities; or

(iv) the shareholders of the Company have approved a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, and all other
required governmental approvals of such transaction have been obtained.

(v) For purposes of this Agreement, the Merger shall constitute a Change in
Control.

(c) "DISABILITY" shall mean the Executive's inability, as a result of physical
or mental incapacity, to perform the duties of his position for a period of six
(6) consecutive months or for an aggregate of six (6) months in any twelve (12)
consecutive month period. Any question as to the existence of the Disability of
Executive as to which Executive and the Company cannot agree shall be determined
in writing by a qualified independent physician mutually acceptable to Executive
and the Company. If Executive and the Company cannot agree as to a qualified
independent physician, each shall appoint such a physician and those two
physicians shall select a third who shall make such determination in writing.
The determination of Disability made in writing to the Company and Executive
shall be final and conclusive for all purposes of the Agreement.

(d) "GOOD REASON" means:

(i) removal from, or failure to be reappointed or reelected to, Executive's
position as specified in Section 2 (other than as a result of a promotion); or

(ii) material diminution in Executive's title, position, duties or
responsibilities, re-assignment of Executive's reporting relationship to anyone
other than the Board, or the assignment to Executive of duties that are
inconsistent, in a material respect, with the scope of duties and
responsibilities associated with Executive's position as specified in Section 2;
provided, however, that for purposes of this Agreement, the appointment of a
Chairman of the Board and/or a Presiding Director and change in duties and
responsibilities related to such appointment(s) in connection with the Merger
and/or the maintenance thereof following the Merger shall not constitute Good
Reason; or

(iii) reduction in Base Salary or target or maximum Bonus opportunity, reduction
in target opportunity under long term incentive, stock option and other equity
award, or reduction in participation level in benefit and other plans for
executive officers; or

(iv) relocation of Executive's principal workplace without his consent; or

(v) other material breach of this Agreement by the Company.


                                     - 7 -



10. Certain Payments. (a) If any payment or benefits received or to be received
by Executive in connection with or contingent on a change in ownership or
control, within the meaning defined in Section 280G of the Internal Revenue Code
(the "CODE") (or any successor provision thereto), whether or not in connection
with Executive's termination of employment, and whether or not pursuant to this
Agreement (such payments or benefits, excluding the Gross-Up Payment, as
hereinafter defined, shall hereinafter be referred to as the "TOTAL PAYMENTS")
will be subject to an excise tax as provided for in Section 4999 of the Code
(the "EXCISE TAX"), the Company shall pay to Executive an additional amount no
later than the due date for Executive's tax return with respect to such Excise
Tax (the "GROSS-UP PAYMENT") such that the net amount retained by Executive,
after deduction of any Excise Tax on the Total Payments and any federal, state
and local income and employment taxes and Excise Tax upon the Gross-Up Payment,
shall be equal to the Total Payments; provided, however, that if the Total
Payments are less than 360% of the Executive's Base Amount, as defined in
Section 280G(b)(3) of the Code, the Executive shall not be entitled to the
Gross-Up Payment, and the Total Payments shall be reduced as provided for in
Section 10(d) below.

(b) For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("TAX
COUNSEL") reasonably acceptable to Executive and selected by the accounting firm
acting as the "Auditor", as defined below, such payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income tax at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence or, if higher, in the state and locality of
Executive's principal place of employment, on the date of termination (or if
there is no date of termination, then the date on which the Gross-Up Payment is
calculated for purposes of this Section 10), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

(c) In the event that the Excise Tax is finally determined to be less than the
amount taken into account hereunder in calculating the Gross-Up Payment,
Executive shall repay to the Company, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (including that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in Excise Tax and/or a
federal, state or local income or employment tax deduction). In the event that
the Excise Tax is determined to exceed the amount


                                     - 8 -



taken into account hereunder in calculating the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess (plus any interest, penalties or additions
payable by Executive with respect to such excess) at the time that the amount of
such excess is finally determined. Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments.

(d) If the Total Payments would constitute an "excess parachute payment", but
are less than 360% of the Base Amount, such payments shall be reduced to the
largest amount that may be paid to the Executive without the imposition of the
Excise Tax or the disallowance as deductions to the Company under Section 280G
of the Code of any such payments. Unless Executive shall have given prior
written notice to the Company specifying a different order, the Company shall
reduce or eliminate the payments or benefits by first reducing or eliminating
the portion of the payments or benefits that are not payable in cash and then by
reducing or eliminating cash payments, in each case, in reverse chronological
order, starting with payments or benefits that are to be paid farthest in time
from the applicable determination of the Auditor (as defined below). Any written
notice given by Executive pursuant to the preceding sentence shall take
precedence over the provisions of any plan, agreement or arrangement governing
Executive's entitlement and rights to such payments or benefits.

(e) All determinations under this Section 10 shall be made by a nationally
recognized accounting firm selected by Executive (the "AUDITOR"), and the
Company shall pay all costs and expenses of the Auditor. The Company shall
cooperate in good faith in making such determinations and in providing the
necessary information for this purpose.

11. Indemnification. The Company will indemnify Executive (and his legal
representative or other successors) to the fullest extent permitted (including a
payment of expenses in advance of final disposition of a proceeding) by
applicable law, as in effect at the time of the subject act or omission, or by
the Certificate of Incorporation and By-Laws of the Company, as in effect at
such time or on the Commencement Date, or by the terms of any indemnification
agreement between the Company and Executive, whichever affords or afforded
greatest protection to Executive, and Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain generally
for the benefit of its directors and officers (and to the extent the Company
maintains such an insurance policy or policies, Executive shall be covered by
such policy or policies, in accordance with its or their terms to the maximum
extent of the coverage available for any Company officer or director), against
all costs, charges and expenses whatsoever incurred or sustained by him or his
legal representatives (including but not limited to any judgment entered by a
court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which Executive
(or his legal representatives or other successors) may be made a party by reason
of his having accepted employment with the Company or by reason of his being or
having been a director, officer or employee of the Company, or any subsidiary of
the Company, or his serving or having served any other enterprise as a director,
officer or employee at the request of the Company. Executive's rights under this
Section 11 shall continue without time limit for so long as he may be subject to
any such liability, whether or not the Employment Term may have ended.


                                     - 9 -



12. Non-Competition. Executive acknowledges and recognizes the highly
competitive nature of the businesses of the Company and its affiliates and
accordingly agrees that

(a) during the Employment Term:

(i) Executive will not directly or indirectly engage in any business which is in
competition with any line of business then conducted by the Company or its
affiliates (including without limitation by performing or soliciting the
performance of services for any person who is a customer or client of the
Company or any of its affiliates) whether such engagement is as an officer,
director, proprietor, employee, partner, investor (other than as a holder of
less than 1% of the outstanding capital stock of a publicly traded corporation),
consultant, advisor, agent, sales representative or other participant, in any
location in which the Company or any of its affiliates then conducts any such
competing line of business; and

(ii) Executive will not directly or indirectly induce any employee of the
Company or any of its affiliates to engage in any activity in which Executive is
prohibited to engage by this Section, or to terminate his or her employment with
the Company or any of its affiliates, and will not directly or indirectly employ
or offer employment to any person who was employed by the Company or any of its
affiliates unless such person shall have ceased to be employed by the Company or
any of its affiliates for a period of at least 12 months; and

(iii) Executive will not directly or indirectly solicit customers or suppliers
of the Company or its affiliates or induce any such person to materially reduce
or terminate its relationship with the Company.

(b) for one year following the Employment Term:

(i) Executive will not directly or indirectly engage in any local directional
advertising or marketing (whether in print, electronic, wireless or other
format) business or provide pre-press publishing or utilize digital and intranet
technologies to repurpose print directory information for electronic, wireless
or related distribution, in each case which is in competition with the business
then conducted by the Company or its affiliates, whether such engagement is as
an officer, director, proprietor, employee, partner, investor (other than as a
holder of less than 5% of the outstanding capital stock of a publicly traded
corporation), consultant, advisor, agent, sales representative or other
participant, in any location in which the Company or any of its affiliates then
conducts any such competing line of business; and

(ii) Executive will not directly or indirectly induce any employee of the
Company or any of its affiliates to engage in any activity in which Executive is
prohibited to engage by this Section, or to terminate his or her employment with
the Company or any of its affiliates, and will not directly or indirectly employ
or offer employment to any person who was employed by the Company or any of its
affiliates unless such person shall have ceased to be employed by the Company or
any of its affiliates for a period of at least 12 months; and


                                     - 10 -



(iii) Executive will not directly or indirectly solicit customers or suppliers
of the Company or its affiliates or induce any such person to materially reduce
or terminate its relationship with the Company.

         For purposes of this Agreement, "directional advertising or marketing"
shall mean advertising or marketing primarily (1) designed for purposes of
directing consumers who are seeking a product or service to providers of that
product or service in order to satisfy such consumer's previously recognized
need or desire for such product or service and (2) generally delivered by
non-intrusive means; and shall be distinguished from "creative advertising or
marketing," which is primarily (1) designed to stimulate (as opposed to direct)
demand for products or services in consumers who did not previously recognize
such need or desire for such products or services and (2) generally delivered by
intrusive means.

         It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 12 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

13. Confidentiality; Nondisparagement. (a) Executive will not at any time
(whether during or after his employment with the Company) disclose or use for
his own benefit or purposes or the benefit or purposes of any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, employees,
organizational structure or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant. Executive agrees that upon termination of
his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks, rolodexes and diaries. Executive further agrees that he will not
retain or use for his account at any time any trade names, trademark or other
proprietary business designation used or owned in connection with the business
of the Company or its affiliates.

(b) Executive will not knowingly disparage the reputation of the Company in a
manner that causes or is reasonably likely to cause material harm to its
business; provided, however, that Executive may (i) express his own opinions
about the Company to other senior


                                     - 11 -



executives of the Company or to the Board and (ii) comply with applicable legal
process without being deemed to have violated this provision.

14. Material Inducement; Specific Performance. Executive acknowledges and agrees
that the covenants entered into by Executive in Sections 12 and 13(a) are
essential elements of the parties' agreement as expressed herein, are a material
inducement for the Company to enter into this Agreement and the breach thereof
would be a material breach of this Agreement. Executive further acknowledges and
agrees that the Company's remedies at law for a breach or threatened breach of
any of the provisions of Section 12 or Section 13(a) would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.

15. Litigation Support. Executive agrees that he will assist and cooperate with
the Company, at the Company's sole cost and expense and, in the case of
post-termination, in a manner so as to not unreasonably interfere with any other
employment obligations of Executive, in connection with the defense or
prosecution of any claim that may be made against or by the Company or its
affiliates, or in connection with any ongoing or future investigation or dispute
or claim of any kind involving the Company or its affiliates, including any
proceeding before any arbitral, administrative, judicial, legislative, or other
body or agency, including testifying in any proceeding, to the extent such
claims, investigations or proceedings relate to services performed or required
to be performed by Executive, pertinent knowledge possessed by Executive, or any
act or omission by Executive. Executive further agrees to perform all acts and
to execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Section, at the Company's sole cost and expense and,
in the case of post-termination, in a manner so as to not unreasonably interfere
with any other employment obligations of Executive. If Executive determines in
good faith that separate counsel is necessary in connection with its compliance
with this Section 15, then the Company shall pay all reasonable fees and
expenses of such counsel retained by Executive in connection herewith. Following
Executive's termination of employment, this covenant shall expire and be of no
further force or effect upon the later to occur of (a) one year following such
termination of employment and (b) in the event of termination of employment
under Sections 8(c) or (d), the maximum number of years following such
termination specified in the applicable sub-section during which Executive is
eligible to continue to participate in the Company's benefit plans.

16. Legal Fees. The Company will pay or reimburse Executive, as incurred, all
legal fees and costs incurred by Executive in enforcing his rights under the
Agreement, if Executive's position substantially prevails. Following a Change in
Control, the Company will pay or reimburse Executive, as incurred, for all such
fees and costs unless Executive's claim was frivolous or was brought or pursued
by Executive in bad faith.

17. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.


                                     - 12 -



(b) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company and supercedes any and all prior and/or contemporaneous agreements,
either oral or written, other than the agreements evidencing any grants of stock
options, stock appreciation rights and other equity-based awards, between the
parties thereto, with respect to the subject matter hereof. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and in the incentive compensation and other employee
benefit plans and arrangements of the Company referenced herein. This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.

(c) No Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of such
party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

(d) Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected thereby.

(e) Assignment. This Agreement shall not be assignable by Executive and shall be
assignable by the Company only with the consent of Executive except as set forth
in Section 17(h); provided that no such assignment by the Company shall relieve
the Company of any liability hereunder, whether accrued before or after such
assignment.

(f) No Mitigation. Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
and no such employment, if obtained, or compensation or benefits payable in
connection therewith, shall reduce any amounts or benefits to which Executive is
entitled hereunder except as provided for in Sections 8(c) and (d).

(g) Arbitration. Any dispute between the parties to this Agreement arising from
or relating to the terms of this Agreement (other than as specified under
Section 14 with respect to Sections 12 and 13(a) hereof) or the employment of
Executive by the Company shall be submitted to arbitration in New York, New York
under the auspices of the American Arbitration Association.

(h) Successors; Binding Agreement.

(i) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. Such assumption
and agreement shall be obtained prior to the effectiveness of any such
succession. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid


                                     - 13 -



which assumes and agrees to perform this Agreement by operation of law, or
otherwise. Prior to a Change in Control, the term "Company" shall also mean any
affiliate of the Company to which Executive may be transferred and the Company
shall cause such successor employer to be considered the "Company" bound by the
terms of this Agreement and this Agreement shall be amended to so provide.
Following a Change in Control the term "Company" shall not mean any affiliate of
the Company to which Executive may be transferred unless Executive shall have
previously approved of such transfer in writing, in which case the Company shall
cause such successor employer to be considered the "Company" bound by the terms
of this Agreement and this Agreement shall be amended to so provide.

(ii) This Agreement shall inure to the benefit of and be binding upon personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Executive should die while any amount
would still be payable to Executive hereunder if Executive had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the devisee, legatee or other
designee of Executive or, if there is no such designee, to the estate of
Executive.

(i) Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to
Executive at the address appearing from time to time in the personnel records of
the Company and to the Company at the address of its corporate headquarters,
directed to the attention of the Board with a copy to the Secretary of the
Company, or in either case to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

(j) Withholding Taxes. The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

(k) Counterparts. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

18. Compliance with Section 409A of the Code. This Agreement is intended to
comply and shall be administered in a manner that is intended to comply with
Section 409A of the Code and shall be construed and interpreted in accordance
with such intent. To the extent that a payment and/or benefit is subject to
Section 409A of the Code, it shall be paid in a manner that will comply with
Section 409A of the Code, including proposed, temporary or final regulations or
any other guidance issued by the Secretary of the Treasury and the Internal
Revenue Service with respect thereto (the "Guidance"). Any provision of this
Agreement that would cause a payment and/or benefit to fail to satisfy Section
409A of the Code shall have no force and effect until amended to comply with
Code Section 409A (which amendment may be retroactive to the extent permitted by
the Guidance).


                                     - 14 -




         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                 David C. Swanson

                                 /s/ DAVID C. SWANSON
                                 --------------------------------------------

                                 R.H. DONNELLEY CORPORATION

                                 By: /s/ ROBERT J. BUSH
                                    -----------------------------------------
                                    Name:  Robert J. Bush
                                    Title:  Vice President and General Counsel



                                     - 15 -

EX-10.8

                                                                    EXHIBIT 10.8

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is by and between R.H.
Donnelley Corporation, a Delaware corporation (the "COMPANY"), and Peter J.
McDonald ("EXECUTIVE").

                                   WITNESSETH:

         WHEREAS, Executive is presently serving as President and Chief
Operating Officer of the Company pursuant to an Employment Agreement dated
September 21, 2002 ("PRIOR AGREEMENT");

         WHEREAS, the Company has entered into an Agreement and Plan of Merger
as of October 3, 2005 by and among Dex Media, Inc., the Company and Forward
Acquisition Corp., a wholly-owned subsidiary of the Company (the "MERGER SUB")
(the "MERGER AGREEMENT"), pursuant to which Dex Media, Inc. will be merged into
Merger Sub (the "MERGER") at the effective time as defined in Section 1.2 of the
Merger Agreement (the "EFFECTIVE TIME");

         WHEREAS, the Board of Directors of the Company (the "Board") and
Executive agree that Executive will continue as President and Chief Operating
Officer effective as of the Effective Time;

         WHEREAS, it is contemplated by the Company and Executive that this
Amendment and Restatement will be effective only upon and following the
Effective Time; and

         WHEREAS, Executive desires to continue his employment with the Company
upon the terms and conditions hereinafter set forth in this amended and restated
employment agreement (this "AGREEMENT").

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the validity and
sufficiency of which is hereby acknowledged, the parties agree that, as of the
Effective Time, the Prior Agreement is amended and restated as follows:

         1. Term of Employment. Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period (the
"EMPLOYMENT TERM") commencing at the Effective Time (the "COMMENCEMENT DATE" and
the "EFFECTIVE DATE") and ending on the first anniversary of the Effective Time.
On the first anniversary and each succeeding anniversary thereof, the Employment
Term shall automatically be extended for one additional year unless, not later
than ninety days prior to such anniversary, the Company or the Executive shall
have given notice of its or his intention not to extend the Employment Term. Any
such non-renewal of this Agreement by the Company shall be treated as a
termination of Executive's employment without Cause, as hereinafter defined.
This Agreement, in amending and restating the Prior Agreement, shall replace and
supercede the Prior Agreement as of the Effective Time.




         2. Position. (a) Executive shall serve as President and Chief Operating
Officer of the Company. In such position, Executive shall have such duties and
authority commensurate with such position and, to the extent not inconsistent
with the foregoing, as shall be determined from time to time by the Chief
Executive Officer of the Company and/or the Board. Executive shall be employed
as the senior most operational officer of the Company (other than the Chief
Executive Officer) and shall report directly to the Chief Executive Officer.

         (b) During the Employment Term, except as otherwise agreed in writing
between the parties, Executive will devote substantially all of his business
time and best efforts to the performance of his duties hereunder and will not
engage in any other business, profession or occupation for compensation or
otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the Board; provided
that nothing herein shall be deemed to preclude Executive from serving on
business, civic or charitable boards or committees, as long as such activities
do not materially interfere with the performance of Executive's duties
hereunder.

         3. Base Salary. Company shall pay Executive an annual base salary (the
"BASE SALARY") at the initial annual rate of $600,000 payable in equal
bi-monthly installments or otherwise in accordance with the payroll and
personnel practices of the Company in effect from time to time. Base Salary
shall be reviewed annually by the Board or a committee thereof to which the
Board may from time to time have delegated such authority (the "COMMITTEE") for
possible increase (but not decrease) in the sole discretion of the Board or the
Committee, as the case may be.

         4. Bonus. With respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible to participate in
the Company's Annual Incentive Program under the 2005 Stock Award and Incentive
Plan or any successor program or plan thereto or thereunder, with a target bonus
opportunity of 80% of Base Salary (not less than 55% of which shall be paid in
cash) and a maximum bonus opportunity not less than that for which he is
eligible on the Effective Date (the "BONUS").

         5. Additional Compensation. As further compensation, Executive will be
eligible for participation in all other bonuses, long-term incentive
compensation and stock options and other equity participation arrangements made
available generally to senior executives of the Company, on terms and conditions
no less favorable than those offered to other senior executives of the Company,
and at no less attractive a level in the aggregate as that for which he is
eligible on the Effective Date.

         6. Employee Benefits. During the Employment Term, Executive shall be
eligible for employee benefits (including perquisites, fringe benefits,
vacation, pension and profit sharing plan participation and life, health,
accident and disability insurance) made available generally to senior executives
of the Company, on terms and conditions no less favorable than those offered to
other senior executives of the Company, and at no less attractive a level in the
aggregate as that for which he is eligible on the Effective Date.



                                       2


         7. Business Expenses. Reasonable travel, entertainment and other
business expenses incurred by Executive in the performance of his duties
hereunder shall be reimbursed by the Company in accordance with Company policies
in effect from time to time.

         8. Termination of Employment. Each of Executive and the Company may
terminate the employment of Executive hereunder at any time in accordance with
this Section 8. Executive's entitlements hereunder in the event of any such
termination shall be as set forth in this Section 8. The provisions of this
Section 8 (and any related provision of Section 10) shall survive any
non-renewal of this Agreement by the Company pursuant to Section 1. With respect
to any termination of employment (voluntary or otherwise), any and all (i)
accrued but unused vacation and (ii) earned but unpaid bonus (with respect to
any full performance period) will be paid at the same time as other payments
provided for herein.

         (a) For Cause by the Company. If Executive's employment is terminated
by the Company for Cause (as defined in Section 9(a) herein), he shall be
entitled to receive his Base Salary through the Date of Termination (as defined
in Section 8(g)(ii) herein). All other benefits due Executive following
Executive's termination of employment pursuant to this Section 8(a) shall be
determined in accordance with the then-existing plans, policies and practices of
the Company.

         (b) Death or Disability. Executive's employment hereunder shall
terminate upon his death and may be terminated by the Company upon his
Disability (as defined in Section 9(c) herein) during the Employment Term. Upon
termination of Executive's employment hereunder upon the Executive's Disability
or death, Executive or his estate (as the case may be) shall be entitled to
receive Base Salary through the Date of Termination, plus a pro-rata portion of
target Bonus, based on the number of whole or partial months from the beginning
of the bonus period to the Date of Termination. In addition, if Executive's
employment is terminated as a result of Disability, Executive shall continue to
be eligible to participate in all health, medical and dental benefit plans of
the Company, or comparable coverage, until age 65 in accordance with the terms,
conditions and elections, if any, applicable to or in effect with respect to
Executive at the Date of Termination.

         (c) Termination Not Following a Change in Control. If, during the
Employment Term and prior to a Change in Control (as defined in Section 9(b)
herein) or more than two years after a Change in Control, Executive's employment
is terminated by the Company without Cause, or by Executive under subclauses
(i), (ii) or (iii) of the definition of Good Reason (as defined in Section 9(d)
herein), Executive shall be entitled to the following:

                  (i) Base Salary through the Date of Termination at the rate in
         effect at the time of Notice of Termination, as defined in Section
         8(g)(i) herein, is given, or if higher, at the rate in effect
         immediately prior to the event or circumstance leading to the
         termination of employment, plus a pro rata (number of days employed
         during calendar year divided by 360) portion of target Bonus, plus all
         other amounts to which Executive is entitled under any then-existing
         compensation or benefit plan of the Company.

                  (ii) In lieu of any further salary payments to Executive for
         periods subsequent to the Date of Termination, the Company shall pay as
         severance pay, not later than the



                                       3


         fifth business day following the Date of Termination, a severance
         payment (the "SEVERANCE PAYMENT") equal to two times the sum of (A)
         Base Salary at the rate in effect on the date Notice of Termination is
         given, or if higher, at the rate in effect immediately prior to the
         event or circumstance leading to the termination of employment, plus
         (B) target Bonus at the rate in effect on the date of the Notice of
         Termination is given, or if higher, at the rate in effect immediately
         prior to the event or circumstance leading to the termination of
         employment without Cause, paid in lump sum without reduction for time
         value of money.

                  (iii) Continued eligibility to participate in all health,
         medical and dental and long term disability benefit plans of the
         Company for which Executive was eligible immediately prior to the time
         of the Notice of Termination, or comparable coverage, for two years,
         or, if sooner, until comparable health insurance coverage is available
         to Executive in connection with subsequent employment or
         self-employment. The coverage for which Executive shall continue to be
         eligible under this Section shall be made available at no greater cost
         or tax cost to Executive than that applicable to Executive at the time
         of termination of employment.

                  (iv) Term life insurance equivalent in coverage, and at no
         greater cost or tax cost to Executive, to that elected by Executive at
         the time of the Notice of Termination, until the last day of the second
         calendar year beginning after termination of employment, or, if sooner,
         until comparable life insurance coverage is available to Executive in
         connection with subsequent employment or self-employment.

         (d) Termination Within Two Years Following a Change in Control. If,
during the Employment Term and within two years following a Change in Control,
Executive's employment is terminated by the Company without Cause, or by the
Executive for Good Reason, as hereinafter defined, Executive shall be entitled
to the payments and benefits set forth in Section 8(c), except that for purposes
of this Section 8(d), references in such Section to "two times" or " two years"
shall be changed to "three times" and "three years." In addition, Executive
shall be entitled to receive, for the three years following termination of
employment or, if sooner, until subsequently employed or self-employed, (i) all
perquisites and similar benefits he was receiving immediately prior to the time
of Notice of Termination, (ii) reimbursement of expenses relating to financial
planning services, up to a maximum amount per year equal to the average of such
amounts paid to Executive for the two calendar years preceding the Date of
Termination and (iii) reimbursement of expenses relating to outplacement
services, subject to a maximum reimbursement under this clause (iii) of $25,000.
For purposes of this Agreement, termination of employment after the commencement
of negotiations with a potential acquiror or business combination partner but
prior to an actual Change of Control shall be deemed to be a termination of
employment within two years following a Change in Control if such negotiations
subsequently result in a transaction with such acquiror or business combination
partner which constitutes a Change in Control.

         (e) Retirement. If during the Employment Term, Executive retires at
normal retirement age under the Company's qualified pension plan or any
successor plan, Executive shall be entitled to the payments and benefits
specified in Section 8(b) as if his employment had terminated as a result of
Disability.


                                       4


         (f) Voluntary Termination of Employment. If during the Employment Term,
Executive terminates his employment under circumstances other than those
specified elsewhere in this Section 8, Executive shall be entitled to the
payments and benefits specified in Section 8(a).

         (g) Notice and Date of Termination. (i) Any purported termination of
employment by the Company or by Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 17(i)
hereof. For purposes of this Agreement, a "NOTICE OF TERMINATION" shall mean a
notice which shall indicate (by reference to specific Section and sub-section
numbers and letters, for example, Section 8(d)) the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
employment under the provision so indicated. If the event or circumstance on
which the proposed termination of employment is based is susceptible of cure,
the Notice of Termination shall not be deemed effective until Executive or the
Company, as the case may be, has had at least 30 days to effect such cure, and
unless such event or circumstance persists at the end of such cure period.

                  (ii) "DATE OF TERMINATION" shall mean (A) if employment is
         terminated for Disability, thirty (30) days after Notice of Termination
         is given (provided that Executive shall not have returned to the
         full-time performance of his duties during such thirty (30) day
         period), (B) if employment is terminated by reason of death, the date
         of death, and (C) if employment is terminated for any other reason,
         subject to the effectiveness of notice and "cure" provisions of clause
         (i) above, the date specified in the Notice of Termination (which, in
         the case of a termination of employment by the Company for Cause shall
         not be less than ten (10) days after the date such Notice of
         Termination is given); provided that if within thirty (30) days after
         any Notice of Termination is given the party receiving such Notice of
         Termination notifies the other party that a dispute exists concerning
         the termination, the Date of Termination shall be the date on which the
         dispute is finally determined, either by mutual written agreement of
         the parties, by a binding arbitration award, or by a final judgment,
         order or decree of a court of competent jurisdiction (which is not
         appealable or the time for appeal therefrom having expired and no
         appeal having been perfected); provided further that the Date of
         Termination shall be extended by a notice of dispute only if such
         notice is given in good faith and the party giving such notice pursues
         the resolution of such dispute with reasonable diligence; and provided,
         further that in the event Executive gives Notice of Termination for
         Good Reason based upon any matter referred to in clause (ii) of the
         definition of Good Reason, and it is thereafter determined that said
         grounds do not constitute Good Reason, then so long as Executive
         reasonably believed in good faith that he had grounds for termination
         of employment for Good Reason, the Company may not terminate
         Executive's employment for Cause based upon such matters.

         (h) Any provision of this Agreement to the contrary notwithstanding,
Executive shall be obligated to execute a general release of claims in favor of
the Company, substantially in the form attached hereto as Exhibit A, as a
condition to receiving benefits and payments under Sections 8(c) or (d) of this
Agreement.



                                       5


         (i) Notwithstanding anything to the contrary set forth herein, the
following provisions of this Agreement shall survive any termination of
Executive's employment hereunder and/or termination of this Agreement: Sections
8, 9, 10, 11, 12, 13, 14, 15, 16 and 17(f) and (g).

         9. Definitions. (a) "CAUSE" shall mean (i) Executive's willful and
continued failure substantially to perform the duties of his position (other
than as a result of total or partial incapacity due to physical or mental
illness or as a result of a termination by Executive for Good Reason, as
hereinafter defined), (ii) any willful act or omission by Executive constituting
dishonesty, fraud or other malfeasance, which in any such case is demonstrably
(and, in the case of other malfeasance, materially) injurious to the financial
condition or business reputation of the Company or any of its affiliates, or
(iii) Executive's conviction of a felony under the laws of the United States or
any state thereof or any other jurisdiction in which the Company or any of its
subsidiaries conducts business which materially impairs the value of Executive's
services to the Company or any of its subsidiaries. For purposes of this
definition, no act or failure to act shall be deemed "willful" unless effected
by Executive not in good faith and without a reasonable belief that such action
or failure to act was in or not opposed to the best interests of the Company.

         (b) "CHANGE IN CONTROL" shall mean the occurrence of any of the
following events:

                  (i) any "person," as such term is used in Section 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
         ACT") (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         company owned directly or indirectly by the shareholders of the Company
         in substantially the same proportions as their ownership of stock of
         the Company), is or becomes the "beneficial owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company representing 20% or more of the combined voting power of
         the Company's then outstanding securities;

                  (ii) during any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person (as defined
         above) who has entered into an agreement with the Company to effect a
         transaction described in subsections (i), (iii) or (iv) of this
         definition) whose election by the Board or nomination for election by
         the Company's shareholders was approved by a vote of at least
         two-thirds (2/3) of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority thereof;

                  (iii) the consummation of a merger or consolidation of the
         Company with any other company, other than (A) a merger or
         consolidation which would result in the voting securities of the
         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 60% of the combined
         voting power of the voting securities of the Company or such surviving
         entity outstanding immediately after such merger or




                                       6


         consolidation or (B) a merger or consolidation effected to implement a
         recapitalization of the Company (or similar transaction) in which no
         person (as defined above) becomes the beneficial owner (as defined
         above) of more than 20% of the combined voting power of the Company's
         then outstanding securities; or

                  (iv) the shareholders of the Company have approved a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets, and all other required governmental approvals of such
         transaction have been obtained.

                  (v) For purposes of this Agreement, the Merger shall
         constitute a Change in Control.

         (c) "DISABILITY" shall mean the Executive's inability, as a result of
physical or mental incapacity, to perform the duties of his position for a
period of six (6) consecutive months or for an aggregate of six (6) months in
any twelve (12) consecutive month period. Any question as to the existence of
the Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. If Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing. The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the
Agreement.

         (d) "GOOD REASON" means:

                  (i) removal from, or failure to be reappointed or reelected
         to, Executive's position as specified in Section 2 (other than as a
         result of a promotion); or

                  (ii) material diminution in Executive's title, position,
         duties or responsibilities, re-assignment of Executive's reporting
         relationship to anyone other than the Chief Executive Officer, or the
         assignment to Executive of duties that are inconsistent, in a material
         respect, with the scope of duties and responsibilities associated with
         Executive's position as specified in Section 2; or

                  (iii) reduction in Base Salary or target or maximum Bonus
         opportunity, reduction in target opportunity under long term incentive,
         stock option and other equity award, or reduction in participation
         level in benefit and other plans for executive officers; or

                  (iv) relocation of Executive's principal workplace without his
         consent; or

                  (v) other material breach of this Agreement by the Company.

         10. Certain Payments. (a) If any payment or benefits received or to be
received by Executive in connection with or contingent on a change in ownership
or control, within the meaning defined in Section 280G of the Internal Revenue
Code (the "CODE") (or any successor provision thereto), whether or not in
connection with Executive's termination of employment,




                                       7


and whether or not pursuant to this Agreement (such payments or benefits,
excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be
referred to as the "TOTAL PAYMENTS") will be subject to an excise tax as
provided for in Section 4999 of the Code (the "EXCISE TAX"), the Company shall
pay to Executive an additional amount no later than the due date for Executive's
tax return with respect to such Excise Tax (the "GROSS-UP PAYMENT") such that
the net amount retained by Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments;
provided, however, that if the Total Payments are less than 360% of the
Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, the
Executive shall not be entitled to the Gross-Up Payment, and the Total Payments
shall be reduced as provided for in Section 10(d) below.

         (b) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("TAX
COUNSEL") reasonably acceptable to Executive and selected by the accounting firm
acting as the "Auditor", as defined below, such payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income tax at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence or, if higher, in the state and locality of
Executive's principal place of employment, on the date of termination (or if
there is no date of termination, then the date on which the Gross-Up Payment is
calculated for purposes of this Section 10), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

         (c) In the event that the Excise Tax is finally determined to be less
than the amount taken into account hereunder in calculating the Gross-Up
Payment, Executive shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (including that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in Excise Tax and/or a
federal, state or local income or employment tax deduction). In the event that
the Excise Tax is determined to exceed the amount taken into account hereunder
in calculating the Gross-Up Payment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in respect of
such excess (plus any interest, penalties or additions payable by Executive with
respect to such excess) at the




                                        8


time that the amount of such excess is finally determined. Executive and the
Company shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.

         (d) If the Total Payments would constitute an "excess parachute
payment", but are less than 360% of the Base Amount, such payments shall be
reduced to the largest amount that may be paid to the Executive without the
imposition of the Excise Tax or the disallowance as deductions to the Company
under Section 280G of the Code of any such payments. Unless Executive shall have
given prior written notice to the Company specifying a different order, the
Company shall reduce or eliminate the payments or benefits by first reducing or
eliminating the portion of the payments or benefits that are not payable in cash
and then by reducing or eliminating cash payments, in each case, in reverse
chronological order, starting with payments or benefits that are to be paid
farthest in time from the applicable determination of the Auditor (as defined
below). Any written notice given by Executive pursuant to the preceding sentence
shall take precedence over the provisions of any plan, agreement or arrangement
governing Executive's entitlement and rights to such payments or benefits.

         (e) All determinations under this Section 10 shall be made by a
nationally recognized accounting firm selected by Executive (the "AUDITOR"), and
the Company shall pay all costs and expenses of the Auditor. The Company shall
cooperate in good faith in making such determinations and in providing the
necessary information for this purpose.

         11. Indemnification. The Company will indemnify Executive (and his
legal representative or other successors) to the fullest extent permitted
(including a payment of expenses in advance of final disposition of a
proceeding) by applicable law, as in effect at the time of the subject act or
omission, or by the Certificate of Incorporation and By-Laws of the Company, as
in effect at such time or on the Commencement Date, or by the terms of any
indemnification agreement between the Company and Executive, whichever affords
or afforded greatest protection to Executive, and Executive shall be entitled to
the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers (and to the extent the
Company maintains such an insurance policy or policies, Executive shall be
covered by such policy or policies, in accordance with its or their terms to the
maximum extent of the coverage available for any Company officer or director),
against all costs, charges and expenses whatsoever incurred or sustained by him
or his legal representatives (including but not limited to any judgment entered
by a court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which Executive
(or his legal representatives or other successors) may be made a party by reason
of his having accepted employment with the Company or by reason of his being or
having been a director, officer or employee of the Company, or any subsidiary of
the Company, or his serving or having served any other enterprise as a director,
officer or employee at the request of the Company. Executive's rights under this
Section 11 shall continue without time limit for so long as he may be subject to
any such liability, whether or not the Employment Term may have ended.



                                        9


         12. Non-Competition. Executive acknowledges and recognizes the highly
competitive nature of the businesses of the Company and its affiliates and
accordingly agrees that

         (a) during the Employment Term:

                  (i) Executive will not directly or indirectly engage in any
         business which is in competition with any line of business then
         conducted by the Company or its affiliates (including without
         limitation by performing or soliciting the performance of services for
         any person who is a customer or client of the Company or any of its
         affiliates) whether such engagement is as an officer, director,
         proprietor, employee, partner, investor (other than as a holder of less
         than 1% of the outstanding capital stock of a publicly traded
         corporation), consultant, advisor, agent, sales representative or other
         participant, in any location in which the Company or any of its
         affiliates then conducts any such competing line of business; and

                  (ii) Executive will not directly or indirectly induce any
         employee of the Company or any of its affiliates to engage in any
         activity in which Executive is prohibited to engage by this Section, or
         to terminate his or her employment with the Company or any of its
         affiliates, and will not directly or indirectly employ or offer
         employment to any person who was employed by the Company or any of its
         affiliates unless such person shall have ceased to be employed by the
         Company or any of its affiliates for a period of at least 12 months;
         and

                  (iii) Executive will not directly or indirectly solicit
         customers or suppliers of the Company or its affiliates or induce any
         such person to materially reduce or terminate its relationship with the
         Company.

         (b) for one year following the Employment Term:

                  (i) Executive will not directly or indirectly engage in any
         local directional advertising or marketing (whether in print,
         electronic, wireless or other format) business or provide pre-press
         publishing or utilize digital and intranet technologies to repurpose
         print directory information for electronic, wireless or related
         distribution, in each case which is in competition with the business
         then conducted by the Company or its affiliates, whether such
         engagement is as an officer, director, proprietor, employee, partner,
         investor (other than as a holder of less than 5% of the outstanding
         capital stock of a publicly traded corporation), consultant, advisor,
         agent, sales representative or other participant, in any location in
         which the Company or any of its affiliates then conducts any such
         competing line of business; and

                  (ii) Executive will not directly or indirectly induce any
         employee of the Company or any of its affiliates to engage in any
         activity in which Executive is prohibited to engage by this Section, or
         to terminate his or her employment with the Company or any of its
         affiliates, and will not directly or indirectly employ or offer
         employment to any person who was employed by the Company or any of its
         affiliates


                                       10


         unless such person shall have ceased to be employed by the Company or
         any of its affiliates for a period of at least 12 months; and

                  (iii) Executive will not directly or indirectly solicit
         customers or suppliers of the Company or its affiliates or induce any
         such person to materially reduce or terminate its relationship with the
         Company.

         For purposes of this Agreement, "directional advertising or marketing"
shall mean advertising or marketing primarily (1) designed for purposes of
directing consumers who are seeking a product or service to providers of that
product or service in order to satisfy such consumer's previously recognized
need or desire for such product or service and (2) generally delivered by
non-intrusive means; and shall be distinguished from "creative advertising or
marketing," which is primarily (1) designed to stimulate (as opposed to direct)
demand for products or services in consumers who did not previously recognize
such need or desire for such products or services and (2) generally delivered by
intrusive means.

         It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 12 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

         13. Confidentiality; Nondisparagement. (a) Executive will not at any
time (whether during or after his employment with the Company) disclose or use
for his own benefit or purposes or the benefit or purposes of any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, employees,
organizational structure or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant. Executive agrees that upon termination of
his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks, rolodexes and diaries. Executive further agrees that he will not
retain or use for his account at any time any trade names, trademark or other
proprietary business designation used or owned in connection with the business
of the Company or its affiliates.



                                       11


         (b) Executive will not knowingly disparage the reputation of the
Company in a manner that causes or is reasonably likely to cause material harm
to its business; provided, however, that Executive may (i) express his own
opinions about the Company to other senior executives of the Company or to the
Board and (ii) comply with applicable legal process without being deemed to have
violated this provision.

         14. Material Inducement; Specific Performance. Executive acknowledges
and agrees that the covenants entered into by Executive in Sections 12 and 13(a)
are essential elements of the parties' agreement as expressed herein, are a
material inducement for the Company to enter into this Agreement and the breach
thereof would be a material breach of this Agreement. Executive further
acknowledges and agrees that the Company's remedies at law for a breach or
threatened breach of any of the provisions of Section 12 or Section 13(a) would
be inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law,
the Company, without posting any bond, shall be entitled to obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available.

         15. Litigation Support. Executive agrees that he will assist and
cooperate with the Company, at the Company's sole cost and expense and, in the
case of post-termination, in a manner so as to not unreasonably interfere with
any other employment obligations of Executive, in connection with the defense or
prosecution of any claim that may be made against or by the Company or its
affiliates, or in connection with any ongoing or future investigation or dispute
or claim of any kind involving the Company or its affiliates, including any
proceeding before any arbitral, administrative, judicial, legislative, or other
body or agency, including testifying in any proceeding, to the extent such
claims, investigations or proceedings relate to services performed or required
to be performed by Executive, pertinent knowledge possessed by Executive, or any
act or omission by Executive. Executive further agrees to perform all acts and
to execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Section, at the Company's sole cost and expense and,
in the case of post-termination, in a manner so as to not unreasonably interfere
with any other employment obligations of Executive. If Executive determines in
good faith that separate counsel is necessary in connection with its compliance
with this Section 15, then the Company shall pay all reasonable fees and
expenses of such counsel retained by Executive in connection herewith. Following
Executive's termination of employment, this covenant shall expire and be of no
further force or effect upon the later to occur of (a) one year following such
termination of employment and (b) in the event of termination of employment
under Sections 8(c) or (d), the maximum number of years following such
termination specified in the applicable sub-section during which Executive is
eligible to continue to participate in the Company's benefit plans.

         16. Legal Fees. The Company will pay or reimburse Executive, as
incurred, all legal fees and costs incurred by Executive in enforcing his rights
under the Agreement, if Executive's position substantially prevails. Following a
Change in Control, the Company will pay or reimburse Executive, as incurred, for
all such fees and costs unless Executive's claim was frivolous or was brought or
pursued by Executive in bad faith.



                                       12



         17. Miscellaneous. (a) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.

         (b) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company and supercedes any and all prior and/or contemporaneous agreements,
either oral or written, other than the agreements evidencing any grants of stock
options, stock appreciation rights and other equity-based awards, between the
parties thereto, with respect to the subject matter hereof. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and in the incentive compensation and other employee
benefit plans and arrangements of the Company referenced herein. This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.

         (c) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.

         (d) Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

         (e) Assignment. This Agreement shall not be assignable by Executive and
shall be assignable by the Company only with the consent of Executive except as
set forth in Section 17(h); provided that no such assignment by the Company
shall relieve the Company of any liability hereunder, whether accrued before or
after such assignment.

         (f) No Mitigation. Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, and no such employment, if obtained, or compensation or benefits
payable in connection therewith, shall reduce any amounts or benefits to which
Executive is entitled hereunder except as provided for in Sections 8(c) and (d).

         (g) Arbitration. Any dispute between the parties to this Agreement
arising from or relating to the terms of this Agreement (other than as specified
under Section 14 with respect to Sections 12 and 13(a) hereof) or the employment
of Executive by the Company shall be submitted to arbitration in New York, New
York under the auspices of the American Arbitration Association.

         (h) Successors; Binding Agreement.

                  (i) The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. Such assumption and agreement
         shall



                                       13




         be obtained prior to the effectiveness of any such succession. As used
         in this Agreement, "Company" shall mean the Company as hereinbefore
         defined and any successor to its business and/or assets as aforesaid
         which assumes and agrees to perform this Agreement by operation of law,
         or otherwise. Prior to a Change in Control, the term "Company" shall
         also mean any affiliate of the Company to which Executive may be
         transferred and the Company shall cause such successor employer to be
         considered the "Company" bound by the terms of this Agreement and this
         Agreement shall be amended to so provide. Following a Change in Control
         the term "Company" shall not mean any affiliate of the Company to which
         Executive may be transferred unless Executive shall have previously
         approved of such transfer in writing, in which case the Company shall
         cause such successor employer to be considered the "Company" bound by
         the terms of this Agreement and this Agreement shall be amended to so
         provide.

                  (ii) This Agreement shall inure to the benefit of and be
         binding upon personal or legal representatives, executors,
         administrators, successors, heirs, distributees, devisees and legatees.
         If Executive should die while any amount would still be payable to
         Executive hereunder if Executive had continued to live, all such
         amounts, unless otherwise provided herein, shall be paid in accordance
         with the terms of this Agreement to the devisee, legatee or other
         designee of Executive or, if there is no such designee, to the estate
         of Executive.

         (i) Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to
Executive at the address appearing from time to time in the personnel records of
the Company and to the Company at the address of its corporate headquarters,
directed to the attention of the Board with a copy to the Secretary of the
Company, or in either case to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

         (j) Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

         (k) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

         18. Compliance with Section 409A of the Code. This Agreement is
intended to comply and shall be administered in a manner that is intended to
comply with Section 409A of the Code and shall be construed and interpreted in
accordance with such intent. To the extent that a payment and/or benefit is
subject to Section 409A of the Code, it shall be paid in a manner that will
comply with Section 409A of the Code, including proposed, temporary or final
regulations or any other guidance issued by the Secretary of the Treasury and
the Internal Revenue Service with respect thereto (the "Guidance"). Any
provision of this Agreement that would cause a payment and/or benefit to fail to
satisfy Section 409A of the Code shall have no force and effect until amended to
comply with Code Section 409A (which amendment may be retroactive to the extent
permitted by the Guidance).


                                       14





         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                  Peter J. McDonald

                                  /s/ Peter J. McDonald
                                  ----------------------------------------------


                                  R.H. DONNELLEY CORPORATION

                                  By:  /s/ Robert J. Bush
                                       -----------------------------------------
                                       Name:  Robert J. Bush
                                       Title: Vice President and General Counsel








                                       15

EX-10.9

                                                                    EXHIBIT 10.9


                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is by and between R.H.
Donnelley Corporation, a Delaware corporation (the "COMPANY"), and Steven M.
Blondy ("EXECUTIVE").

                              W I T N E S S E T H :

         WHEREAS, Executive is presently serving as Senior Vice President and
Chief Financial Officer of the Company pursuant to an Employment Agreement dated
March 1, 2002 ("PRIOR AGREEMENT");

         WHEREAS, the Company has entered into an Agreement and Plan of Merger
as of October 3, 2005 by and among Dex Media, Inc., the Company and Forward
Acquisition Corp., a wholly-owned subsidiary of the Company (the "MERGER SUB")
(the "MERGER AGREEMENT"), pursuant to which Dex Media, Inc. will be merged into
Merger Sub (the "MERGER") at the effective time as defined in Section 1.2 of the
Merger Agreement (the "EFFECTIVE TIME");

         WHEREAS, the Board of Directors of the Company (the "Board") and
Executive agree that Executive will continue as Senior Vice President and Chief
Financial Officer effective as of the Effective Time;

         WHEREAS, it is contemplated by the Company and Executive that this
Amendment and Restatement will be effective only upon and following the
Effective Time; and

         WHEREAS, Executive desires to continue his employment with the Company
upon the terms and conditions hereinafter set forth in this amended and restated
employment agreement (this "AGREEMENT").

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the validity and
sufficiency of which is hereby acknowledged, the parties agree that, as of the
Effective Time, the Prior Agreement is amended and restated as follows:

         1. Term of Employment. Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period (the
"EMPLOYMENT TERM") commencing at the Effective Time (the "COMMENCEMENT DATE" and
the "EFFECTIVE DATE") and ending on the first anniversary of the Effective Time.
On the first anniversary and each succeeding anniversary thereof, the Employment
Term shall automatically be extended for one additional year unless, not later
than ninety days prior to such anniversary, the Company or the Executive shall
have given notice of its or his intention not to extend the Employment Term. Any
such non-renewal of this Agreement by the Company shall be treated as a
termination of Executive's employment without Cause, as hereinafter defined.
This Agreement, in amending and restating the Prior Agreement, shall replace and
supercede the Prior Agreement as of the Effective Time.







         2. Position. (a) Executive shall serve as Senior Vice President and
Chief Financial Officer of the Company. In such position, Executive shall have
such duties and authority commensurate with such position and, to the extent not
inconsistent with the foregoing, as shall be determined from time to time by the
Chief Executive Officer of the Company and/or the Board. Executive shall be
employed as the senior most financial officer of the Company and shall report
directly to the Chief Executive Officer.

         (a) During the Employment Term, except as otherwise agreed in writing
between the parties, Executive will devote substantially all of his business
time and best efforts to the performance of his duties hereunder and will not
engage in any other business, profession or occupation for compensation or
otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the Board; provided
that nothing herein shall be deemed to preclude Executive from serving on
business, civic or charitable boards or committees, as long as such activities
do not materially interfere with the performance of Executive's duties
hereunder.

         3. Base Salary. Company shall pay Executive an annual base salary (the
"BASE SALARY") at the initial annual rate of $450,000 payable in equal
bi-monthly installments or otherwise in accordance with the payroll and
personnel practices of the Company in effect from time to time. Base Salary
shall be reviewed annually by the Board or a committee thereof to which the
Board may from time to time have delegated such authority (the "COMMITTEE") for
possible increase (but not decrease) in the sole discretion of the Board or the
Committee, as the case may be.

         4. Bonus. With respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible to participate in
the Company's Annual Incentive Program under the 2005 Stock Award and Incentive
Plan or any successor program or plan thereto or thereunder, with a target bonus
opportunity of 75% of Base Salary (not less than 55% of which shall be paid in
cash) and a maximum bonus opportunity not less than that for which he is
eligible on the Effective Date (the "BONUS").

         5. Additional Compensation. As further compensation, Executive will be
eligible for participation in all other bonuses, long-term incentive
compensation and stock options and other equity participation arrangements made
available generally to senior executives of the Company, on terms and conditions
no less favorable than those offered to other senior executives of the Company,
and at no less attractive a level in the aggregate as that for which he is
eligible on the Effective Date.

         6. Employee Benefits. During the Employment Term, Executive shall be
eligible for employee benefits (including perquisites, fringe benefits,
vacation, pension and profit sharing plan participation and life, health,
accident and disability insurance) made available generally to senior executives
of the Company, on terms and conditions no less favorable than those offered to
other senior executives of the Company, and at no less attractive a level in the
aggregate as that for which he is eligible on the Effective Date.



                                       2




         7. Business Expenses. Reasonable travel, entertainment and other
business expenses incurred by Executive in the performance of his duties
hereunder shall be reimbursed by the Company in accordance with Company policies
in effect from time to time.

         8. Termination of Employment. Each of Executive and the Company may
terminate the employment of Executive hereunder at any time in accordance with
this Section 8. Executive's entitlements hereunder in the event of any such
termination shall be as set forth in this Section 8. The provisions of this
Section 8 (and any related provision of Section 10) shall survive any
non-renewal of this Agreement by the Company pursuant to Section 1. With respect
to any termination of employment (voluntary or otherwise), any and all (i)
accrued but unused vacation and (ii) earned but unpaid bonus (with respect to
any full performance period) will be paid at the same time as other payments
provided for herein.

         (a) For Cause by the Company. If Executive's employment is terminated
by the Company for Cause (as defined in Section 9(a) herein), he shall be
entitled to receive his Base Salary through the Date of Termination (as defined
in Section 8(g)(ii) herein). All other benefits due Executive following
Executive's termination of employment pursuant to this Section 8(a) shall be
determined in accordance with the then-existing plans, policies and practices of
the Company.

         (b) Death or Disability. Executive's employment hereunder shall
terminate upon his death and may be terminated by the Company upon his
Disability (as defined in Section 9(c) herein) during the Employment Term. Upon
termination of Executive's employment hereunder upon the Executive's Disability
or death, Executive or his estate (as the case may be) shall be entitled to
receive Base Salary through the Date of Termination, plus a pro-rata portion of
target Bonus, based on the number of whole or partial months from the beginning
of the bonus period to the Date of Termination. In addition, if Executive's
employment is terminated as a result of Disability, Executive shall continue to
be eligible to participate in all health, medical and dental benefit plans of
the Company, or comparable coverage, until age 65 in accordance with the terms,
conditions and elections, if any, applicable to or in effect with respect to
Executive at the Date of Termination.

         (c) Termination Not Following a Change in Control. If, during the
Employment Term and prior to a Change in Control (as defined in Section 9(b)
herein) or more than two years after a Change in Control, Executive's employment
is terminated by the Company without Cause, or by Executive under subclauses
(i), (ii) or (iii) of the definition of Good Reason (as defined in Section 9(d)
herein), Executive shall be entitled to the following:

                  (i) Base Salary through the Date of Termination at the rate in
         effect at the time of Notice of Termination, as defined in Section
         8(g)(i) herein, is given, or if higher, at the rate in effect
         immediately prior to the event or circumstance leading to the
         termination of employment, plus a pro rata (number of days employed
         during calendar year divided by 360) portion of target Bonus, plus all
         other amounts to which Executive is entitled under any then-existing
         compensation or benefit plan of the Company.

                  (ii) In lieu of any further salary payments to Executive for
         periods subsequent to the Date of Termination, the Company shall pay as
         severance pay, not later than the



                                       3




         fifth business day following the Date of Termination, a severance
         payment (the "SEVERANCE PAYMENT") equal to two times the sum of (A)
         Base Salary at the rate in effect on the date Notice of Termination is
         given, or if higher, at the rate in effect immediately prior to the
         event or circumstance leading to the termination of employment, plus
         (B) target Bonus at the rate in effect on the date of the Notice of
         Termination is given, or if higher, at the rate in effect immediately
         prior to the event or circumstance leading to the termination of
         employment without Cause, paid in lump sum without reduction for time
         value of money.

                  (iii) Continued eligibility to participate in all health,
         medical and dental and long term disability benefit plans of the
         Company for which Executive was eligible immediately prior to the time
         of the Notice of Termination, or comparable coverage, for two years,
         or, if sooner, until comparable health insurance coverage is available
         to Executive in connection with subsequent employment or
         self-employment. The coverage for which Executive shall continue to be
         eligible under this Section shall be made available at no greater cost
         or tax cost to Executive than that applicable to Executive at the time
         of termination of employment.

                  (iv) Term life insurance equivalent in coverage, and at no
         greater cost or tax cost to Executive, to that elected by Executive at
         the time of the Notice of Termination, until the last day of the second
         calendar year beginning after termination of employment, or, if sooner,
         until comparable life insurance coverage is available to Executive in
         connection with subsequent employment or self-employment.

         (d) Termination Within Two Years Following a Change in Control. If,
during the Employment Term and within two years following a Change in Control,
Executive's employment is terminated by the Company without Cause, or by the
Executive for Good Reason, as hereinafter defined, Executive shall be entitled
to the payments and benefits set forth in Section 8(c), except that for purposes
of this Section 8(d), references in such Section to "two times" or " two years"
shall be changed to "three times" and "three years." In addition, Executive
shall be entitled to receive, for the three years following termination of
employment or, if sooner, until subsequently employed or self-employed, (i) all
perquisites and similar benefits he was receiving immediately prior to the time
of Notice of Termination, (ii) reimbursement of expenses relating to financial
planning services, up to a maximum amount per year equal to the average of such
amounts paid to Executive for the two calendar years preceding the Date of
Termination and (iii) reimbursement of expenses relating to outplacement
services, subject to a maximum reimbursement under this clause (iii) of $25,000.
For purposes of this Agreement, termination of employment after the commencement
of negotiations with a potential acquiror or business combination partner but
prior to an actual Change of Control shall be deemed to be a termination of
employment within two years following a Change in Control if such negotiations
subsequently result in a transaction with such acquiror or business combination
partner which constitutes a Change in Control.

         (e) Retirement. If during the Employment Term, Executive retires at
normal retirement age under the Company's qualified pension plan or any
successor plan, Executive shall be entitled to the payments and benefits
specified in Section 8(b) as if his employment had terminated as a result of
Disability.



                                       4




         (f) Voluntary Termination of Employment. If during the Employment Term,
Executive terminates his employment under circumstances other than those
specified elsewhere in this Section 8, Executive shall be entitled to the
payments and benefits specified in Section 8(a).

         (g) Notice and Date of Termination. (i) Any purported termination of
employment by the Company or by Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 17(i)
hereof. For purposes of this Agreement, a "NOTICE OF TERMINATION" shall mean a
notice which shall indicate (by reference to specific Section and sub-section
numbers and letters, for example, Section 8(d)) the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
employment under the provision so indicated. If the event or circumstance on
which the proposed termination of employment is based is susceptible of cure,
the Notice of Termination shall not be deemed effective until Executive or the
Company, as the case may be, has had at least 30 days to effect such cure, and
unless such event or circumstance persists at the end of such cure period.

                  (i) "DATE OF TERMINATION" shall mean (A) if employment is
         terminated for Disability, thirty (30) days after Notice of Termination
         is given (provided that Executive shall not have returned to the
         full-time performance of his duties during such thirty (30) day
         period), (B) if employment is terminated by reason of death, the date
         of death, and (C) if employment is terminated for any other reason,
         subject to the effectiveness of notice and "cure" provisions of clause
         (i) above, the date specified in the Notice of Termination (which, in
         the case of a termination of employment by the Company for Cause shall
         not be less than ten (10) days after the date such Notice of
         Termination is given); provided that if within thirty (30) days after
         any Notice of Termination is given the party receiving such Notice of
         Termination notifies the other party that a dispute exists concerning
         the termination, the Date of Termination shall be the date on which the
         dispute is finally determined, either by mutual written agreement of
         the parties, by a binding arbitration award, or by a final judgment,
         order or decree of a court of competent jurisdiction (which is not
         appealable or the time for appeal therefrom having expired and no
         appeal having been perfected); provided further that the Date of
         Termination shall be extended by a notice of dispute only if such
         notice is given in good faith and the party giving such notice pursues
         the resolution of such dispute with reasonable diligence; and provided,
         further that in the event Executive gives Notice of Termination for
         Good Reason based upon any matter referred to in clause (ii) of the
         definition of Good Reason, and it is thereafter determined that said
         grounds do not constitute Good Reason, then so long as Executive
         reasonably believed in good faith that he had grounds for termination
         of employment for Good Reason, the Company may not terminate
         Executive's employment for Cause based upon such matters.

         (h) Any provision of this Agreement to the contrary notwithstanding,
Executive shall be obligated to execute a general release of claims in favor of
the Company, substantially in the form attached hereto as Exhibit A, as a
condition to receiving benefits and payments under Sections 8(c) or (d) of this
Agreement.



                                       5




         (i) Notwithstanding anything to the contrary set forth herein, the
following provisions of this Agreement shall survive any termination of
Executive's employment hereunder and/or termination of this Agreement: Sections
8, 9, 10, 11, 12, 13, 14, 15, 16 and 17(f) and (g).

         9. Definitions. (a) "CAUSE" shall mean (i) Executive's willful and
continued failure substantially to perform the duties of his position (other
than as a result of total or partial incapacity due to physical or mental
illness or as a result of a termination by Executive for Good Reason, as
hereinafter defined), (ii) any willful act or omission by Executive constituting
dishonesty, fraud or other malfeasance, which in any such case is demonstrably
(and, in the case of other malfeasance, materially) injurious to the financial
condition or business reputation of the Company or any of its affiliates, or
(iii) Executive's conviction of a felony under the laws of the United States or
any state thereof or any other jurisdiction in which the Company or any of its
subsidiaries conducts business which materially impairs the value of Executive's
services to the Company or any of its subsidiaries. For purposes of this
definition, no act or failure to act shall be deemed "willful" unless effected
by Executive not in good faith and without a reasonable belief that such action
or failure to act was in or not opposed to the best interests of the Company.

         (b) "CHANGE IN CONTROL" shall mean the occurrence of any of the
following events:

                  (i) any "person," as such term is used in Section 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
         ACT") (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         company owned directly or indirectly by the shareholders of the Company
         in substantially the same proportions as their ownership of stock of
         the Company), is or becomes the "beneficial owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company representing 20% or more of the combined voting power of
         the Company's then outstanding securities;

                  (ii) during any period of two consecutive years, individuals
         who at the beginning of such period constitute the Board, and any new
         director (other than a director designated by a person (as defined
         above) who has entered into an agreement with the Company to effect a
         transaction described in subsections (i), (iii) or (iv) of this
         definition) whose election by the Board or nomination for election by
         the Company's shareholders was approved by a vote of at least
         two-thirds (2/3) of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority thereof;

                  (iii) the consummation of a merger or consolidation of the
         Company with any other company, other than (A) a merger or
         consolidation which would result in the voting securities of the
         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted into voting
         securities of the surviving entity) more than 60% of the combined
         voting power of the voting securities of the Company or such surviving
         entity outstanding immediately after such merger or



                                       6




         consolidation or (B) a merger or consolidation effected to implement a
         recapitalization of the Company (or similar transaction) in which no
         person (as defined above) becomes the beneficial owner (as defined
         above) of more than 20% of the combined voting power of the Company's
         then outstanding securities; or

                  (iv) the shareholders of the Company have approved a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets, and all other required governmental approvals of such
         transaction have been obtained.

                  (v) For purposes of this Agreement, the Merger shall
         constitute a Change in Control.

         (c) "DISABILITY" shall mean the Executive's inability, as a result of
physical or mental incapacity, to perform the duties of his position for a
period of six (6) consecutive months or for an aggregate of six (6) months in
any twelve (12) consecutive month period. Any question as to the existence of
the Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. If Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing. The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the
Agreement.

         (d) "GOOD REASON" means:

                  (i) removal from, or failure to be reappointed or reelected
         to, Executive's position as specified in Section 2 (other than as a
         result of a promotion); or

                  (ii) material diminution in Executive's title, position,
         duties or responsibilities, re-assignment of Executive's reporting
         relationship to anyone other than the Chief Executive Officer, or the
         assignment to Executive of duties that are inconsistent, in a material
         respect, with the scope of duties and responsibilities associated with
         Executive's position as specified in Section 2; or

                  (iii) reduction in Base Salary or target or maximum Bonus
         opportunity, reduction in target opportunity under long term incentive,
         stock option and other equity award, or reduction in participation
         level in benefit and other plans for executive officers; or

                  (iv) relocation of Executive's principal workplace without his
         consent; or

                  (v) other material breach of this Agreement by the Company.

         10. Certain Payments. (a) If any payment or benefits received or to be
received by Executive in connection with or contingent on a change in ownership
or control, within the meaning defined in Section 280G of the Internal Revenue
Code (the "CODE") (or any successor provision thereto), whether or not in
connection with Executive's termination of employment,



                                       7




and whether or not pursuant to this Agreement (such payments or benefits,
excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be
referred to as the "TOTAL PAYMENTS") will be subject to an excise tax as
provided for in Section 4999 of the Code (the "EXCISE TAX"), the Company shall
pay to Executive an additional amount no later than the due date for Executive's
tax return with respect to such Excise Tax (the "GROSS-UP PAYMENT") such that
the net amount retained by Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments;
provided, however, that if the Total Payments are less than 360% of the
Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, the
Executive shall not be entitled to the Gross-Up Payment, and the Total Payments
shall be reduced as provided for in Section 10(d) below.

         (b) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("TAX
COUNSEL") reasonably acceptable to Executive and selected by the accounting firm
acting as the "Auditor", as defined below, such payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to
pay federal income tax at the highest marginal rate of federal income taxation
in the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence or, if higher, in the state and locality of
Executive's principal place of employment, on the date of termination (or if
there is no date of termination, then the date on which the Gross-Up Payment is
calculated for purposes of this Section 10), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

         (c) In the event that the Excise Tax is finally determined to be less
than the amount taken into account hereunder in calculating the Gross-Up
Payment, Executive shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (including that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in Excise Tax and/or a
federal, state or local income or employment tax deduction). In the event that
the Excise Tax is determined to exceed the amount taken into account hereunder
in calculating the Gross-Up Payment (including by reason of any payment the
existence or amount of which cannot be determined at the time of the Gross-Up
Payment), the Company shall make an additional Gross-Up Payment in respect of
such excess (plus any interest, penalties or additions payable by Executive with
respect to such excess) at the



                                       8




time that the amount of such excess is finally determined. Executive and the
Company shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.

         (d) If the Total Payments would constitute an "excess parachute
payment", but are less than 360% of the Base Amount, such payments shall be
reduced to the largest amount that may be paid to the Executive without the
imposition of the Excise Tax or the disallowance as deductions to the Company
under Section 280G of the Code of any such payments. Unless Executive shall have
given prior written notice to the Company specifying a different order, the
Company shall reduce or eliminate the payments or benefits by first reducing or
eliminating the portion of the payments or benefits that are not payable in cash
and then by reducing or eliminating cash payments, in each case, in reverse
chronological order, starting with payments or benefits that are to be paid
farthest in time from the applicable determination of the Auditor (as defined
below). Any written notice given by Executive pursuant to the preceding sentence
shall take precedence over the provisions of any plan, agreement or arrangement
governing Executive's entitlement and rights to such payments or benefits.

         (e) All determinations under this Section 10 shall be made by a
nationally recognized accounting firm selected by Executive (the "AUDITOR"), and
the Company shall pay all costs and expenses of the Auditor. The Company shall
cooperate in good faith in making such determinations and in providing the
necessary information for this purpose.

         11. Indemnification. The Company will indemnify Executive (and his
legal representative or other successors) to the fullest extent permitted
(including a payment of expenses in advance of final disposition of a
proceeding) by applicable law, as in effect at the time of the subject act or
omission, or by the Certificate of Incorporation and By-Laws of the Company, as
in effect at such time or on the Commencement Date, or by the terms of any
indemnification agreement between the Company and Executive, whichever affords
or afforded greatest protection to Executive, and Executive shall be entitled to
the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers (and to the extent the
Company maintains such an insurance policy or policies, Executive shall be
covered by such policy or policies, in accordance with its or their terms to the
maximum extent of the coverage available for any Company officer or director),
against all costs, charges and expenses whatsoever incurred or sustained by him
or his legal representatives (including but not limited to any judgment entered
by a court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which Executive
(or his legal representatives or other successors) may be made a party by reason
of his having accepted employment with the Company or by reason of his being or
having been a director, officer or employee of the Company, or any subsidiary of
the Company, or his serving or having served any other enterprise as a director,
officer or employee at the request of the Company. Executive's rights under this
Section 11 shall continue without time limit for so long as he may be subject to
any such liability, whether or not the Employment Term may have ended.



                                       9




         12. Non-Competition. Executive acknowledges and recognizes the highly
competitive nature of the businesses of the Company and its affiliates and
accordingly agrees that

         (a) during the Employment Term:

                  (i) Executive will not directly or indirectly engage in any
         business which is in competition with any line of business then
         conducted by the Company or its affiliates (including without
         limitation by performing or soliciting the performance of services for
         any person who is a customer or client of the Company or any of its
         affiliates) whether such engagement is as an officer, director,
         proprietor, employee, partner, investor (other than as a holder of less
         than 1% of the outstanding capital stock of a publicly traded
         corporation), consultant, advisor, agent, sales representative or other
         participant, in any location in which the Company or any of its
         affiliates then conducts any such competing line of business; and

                  (ii) Executive will not directly or indirectly induce any
         employee of the Company or any of its affiliates to engage in any
         activity in which Executive is prohibited to engage by this Section, or
         to terminate his or her employment with the Company or any of its
         affiliates, and will not directly or indirectly employ or offer
         employment to any person who was employed by the Company or any of its
         affiliates unless such person shall have ceased to be employed by the
         Company or any of its affiliates for a period of at least 12 months;
         and

                  (iii) Executive will not directly or indirectly solicit
         customers or suppliers of the Company or its affiliates or induce any
         such person to materially reduce or terminate its relationship with the
         Company.

         (b) for one year following the Employment Term:

                  (i) Executive will not directly or indirectly engage in any
         local directional advertising or marketing (whether in print,
         electronic, wireless or other format) business or provide pre-press
         publishing or utilize digital and intranet technologies to repurpose
         print directory information for electronic, wireless or related
         distribution, in each case which is in competition with the business
         then conducted by the Company or its affiliates, whether such
         engagement is as an officer, director, proprietor, employee, partner,
         investor (other than as a holder of less than 5% of the outstanding
         capital stock of a publicly traded corporation), consultant, advisor,
         agent, sales representative or other participant, in any location in
         which the Company or any of its affiliates then conducts any such
         competing line of business; and

                  (ii) Executive will not directly or indirectly induce any
         employee of the Company or any of its affiliates to engage in any
         activity in which Executive is prohibited to engage by this Section, or
         to terminate his or her employment with the Company or any of its
         affiliates, and will not directly or indirectly employ or offer
         employment to any person who was employed by the Company or any of its
         affiliates



                                       10




         unless such person shall have ceased to be employed by the Company or
         any of its affiliates for a period of at least 12 months; and

                  (iii) Executive will not directly or indirectly solicit
         customers or suppliers of the Company or its affiliates or induce any
         such person to materially reduce or terminate its relationship with the
         Company.

         For purposes of this Agreement, "directional advertising or marketing"
shall mean advertising or marketing primarily (1) designed for purposes of
directing consumers who are seeking a product or service to providers of that
product or service in order to satisfy such consumer's previously recognized
need or desire for such product or service and (2) generally delivered by
non-intrusive means; and shall be distinguished from "creative advertising or
marketing," which is primarily (1) designed to stimulate (as opposed to direct)
demand for products or services in consumers who did not previously recognize
such need or desire for such products or services and (2) generally delivered by
intrusive means.

         It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 12 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

         13. Confidentiality; Nondisparagement. (a) Executive will not at any
time (whether during or after his employment with the Company) disclose or use
for his own benefit or purposes or the benefit or purposes of any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, employees,
organizational structure or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant. Executive agrees that upon termination of
his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks, rolodexes and diaries. Executive further agrees that he will not
retain or use for his account at any time any trade names, trademark or other
proprietary business designation used or owned in connection with the business
of the Company or its affiliates.



                                       11




         (b) Executive will not knowingly disparage the reputation of the
Company in a manner that causes or is reasonably likely to cause material harm
to its business; provided, however, that Executive may (i) express his own
opinions about the Company to other senior executives of the Company or to the
Board and (ii) comply with applicable legal process without being deemed to have
violated this provision.

         14. Material Inducement; Specific Performance. Executive acknowledges
and agrees that the covenants entered into by Executive in Sections 12 and 13(a)
are essential elements of the parties' agreement as expressed herein, are a
material inducement for the Company to enter into this Agreement and the breach
thereof would be a material breach of this Agreement. Executive further
acknowledges and agrees that the Company's remedies at law for a breach or
threatened breach of any of the provisions of Section 12 or Section 13(a) would
be inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at law,
the Company, without posting any bond, shall be entitled to obtain equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available.

         15. Litigation Support. Executive agrees that he will assist and
cooperate with the Company, at the Company's sole cost and expense and, in the
case of post-termination, in a manner so as to not unreasonably interfere with
any other employment obligations of Executive, in connection with the defense or
prosecution of any claim that may be made against or by the Company or its
affiliates, or in connection with any ongoing or future investigation or dispute
or claim of any kind involving the Company or its affiliates, including any
proceeding before any arbitral, administrative, judicial, legislative, or other
body or agency, including testifying in any proceeding, to the extent such
claims, investigations or proceedings relate to services performed or required
to be performed by Executive, pertinent knowledge possessed by Executive, or any
act or omission by Executive. Executive further agrees to perform all acts and
to execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this Section, at the Company's sole cost and expense and,
in the case of post-termination, in a manner so as to not unreasonably interfere
with any other employment obligations of Executive. If Executive determines in
good faith that separate counsel is necessary in connection with its compliance
with this Section 15, then the Company shall pay all reasonable fees and
expenses of such counsel retained by Executive in connection herewith. Following
Executive's termination of employment, this covenant shall expire and be of no
further force or effect upon the later to occur of (a) one year following such
termination of employment and (b) in the event of termination of employment
under Sections 8(c) or (d), the maximum number of years following such
termination specified in the applicable sub-section during which Executive is
eligible to continue to participate in the Company's benefit plans.

         16. Legal Fees. The Company will pay or reimburse Executive, as
incurred, all legal fees and costs incurred by Executive in enforcing his rights
under the Agreement, if Executive's position substantially prevails. Following a
Change in Control, the Company will pay or reimburse Executive, as incurred, for
all such fees and costs unless Executive's claim was frivolous or was brought or
pursued by Executive in bad faith.



                                       12




         17. Miscellaneous. (a) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.

         (b) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company and supercedes any and all prior and/or contemporaneous agreements,
either oral or written, other than the agreements evidencing any grants of stock
options, stock appreciation rights and other equity-based awards, between the
parties thereto, with respect to the subject matter hereof. There are no
restrictions, agreements, promises, warranties, covenants or undertakings
between the parties with respect to the subject matter herein other than those
expressly set forth herein and in the incentive compensation and other employee
benefit plans and arrangements of the Company referenced herein. This Agreement
may not be altered, modified, or amended except by written instrument signed by
the parties hereto.

         (c) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.

         (d) Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

         (e) Assignment. This Agreement shall not be assignable by Executive and
shall be assignable by the Company only with the consent of Executive except as
set forth in Section 17(h); provided that no such assignment by the Company
shall relieve the Company of any liability hereunder, whether accrued before or
after such assignment.

         (f) No Mitigation. Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, and no such employment, if obtained, or compensation or benefits
payable in connection therewith, shall reduce any amounts or benefits to which
Executive is entitled hereunder except as provided for in Sections 8(c) and (d).

         (g) Arbitration. Any dispute between the parties to this Agreement
arising from or relating to the terms of this Agreement (other than as specified
under Section 14 with respect to Sections 12 and 13(a) hereof) or the employment
of Executive by the Company shall be submitted to arbitration in New York, New
York under the auspices of the American Arbitration Association.

         (h) Successors; Binding Agreement.

                  (i) The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. Such assumption and agreement
         shall



                                       13




         be obtained prior to the effectiveness of any such succession. As used
         in this Agreement, "Company" shall mean the Company as hereinbefore
         defined and any successor to its business and/or assets as aforesaid
         which assumes and agrees to perform this Agreement by operation of law,
         or otherwise. Prior to a Change in Control, the term "Company" shall
         also mean any affiliate of the Company to which Executive may be
         transferred and the Company shall cause such successor employer to be
         considered the "Company" bound by the terms of this Agreement and this
         Agreement shall be amended to so provide. Following a Change in Control
         the term "Company" shall not mean any affiliate of the Company to which
         Executive may be transferred unless Executive shall have previously
         approved of such transfer in writing, in which case the Company shall
         cause such successor employer to be considered the "Company" bound by
         the terms of this Agreement and this Agreement shall be amended to so
         provide.

                  (ii) This Agreement shall inure to the benefit of and be
         binding upon personal or legal representatives, executors,
         administrators, successors, heirs, distributees, devisees and legatees.
         If Executive should die while any amount would still be payable to
         Executive hereunder if Executive had continued to live, all such
         amounts, unless otherwise provided herein, shall be paid in accordance
         with the terms of this Agreement to the devisee, legatee or other
         designee of Executive or, if there is no such designee, to the estate
         of Executive.

         (i) Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to
Executive at the address appearing from time to time in the personnel records of
the Company and to the Company at the address of its corporate headquarters,
directed to the attention of the Board with a copy to the Secretary of the
Company, or in either case to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

         (j) Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

         (k) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

         18. Compliance with Section 409A of the Code. This Agreement is
intended to comply and shall be administered in a manner that is intended to
comply with Section 409A of the Code and shall be construed and interpreted in
accordance with such intent. To the extent that a payment and/or benefit is
subject to Section 409A of the Code, it shall be paid in a manner that will
comply with Section 409A of the Code, including proposed, temporary or final
regulations or any other guidance issued by the Secretary of the Treasury and
the Internal Revenue Service with respect thereto (the "Guidance"). Any
provision of this Agreement that would cause a payment and/or benefit to fail to
satisfy Section 409A of the Code shall have no force and effect until amended to
comply with Code Section 409A (which amendment may be retroactive to the extent
permitted by the Guidance).


                                       14




         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                  Steven M. Blondy

                                  /s/ Steven M. Blondy
                                  ----------------------------------------------


                                  R.H. DONNELLEY CORPORATION

                                  By: /s/ Robert J. Bush
                                      ------------------------------------------
                                      Name:  Robert J. Bush
                                      Title:  Vice President, General Counsel
                                              and Corporate Secretary

EX-10.10

                                                                   EXHIBIT 10.10

                    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.

         The Company has entered into an Agreement and Plan of Merger as of
October 3, 2005 by and among Dex Media, Inc., the Company and Forward
Acquisition Corp., a wholly-owned subsidiary of the Company (the "MERGER Sub")
(the "MERGER AGREEMENT"), pursuant to which Dex Media, Inc. will be merged into
Merger Sub (the "MERGER") at the effective time as defined in Section 1.2 of the
Merger Agreement (the "EFFECTIVE TIME").

         In consideration of 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
difference between (a) the greater of Fair Market Value of the Granted Shares on
the Grant Date or $65.00 (the "GRANT PRICE") and (b) the aggregate Fair Market
Value of the Granted Shares on the Exercise Date (as defined below) (the
"APPRECIATION PRICE"). This grant shall be referred to as the SAR. Such
Appreciation shall be payable only in Paid Shares (as defined below) and subject
to tax withholding as specified in Paragraphs 4(b) and 10 below. 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, except as specified in Paragraph 8 below). This SAR is a Non-409A
Award for purposes of the 2005 Plan.

         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. EXERCISE OF SAR. Unless otherwise specified on Annex A, this SAR may
be exercised in three equal installments of the Shares on each of the first
three anniversaries of the Grant Date, so that this SAR shall be exercisable as
to all Shares on the last such anniversary; provided, however, that this SAR may
not be exercised and shall terminate automatically if (a) the Company does not
consummate the Merger; or (b) the Participant does not execute and return





to the Company by November 4, 2005 the Consent and Waiver in the exact form
attached hereto as Annex C. Any portion of this SAR that becomes exercisable in
accordance with the foregoing shall remain exercisable, subject to the 2005 Plan
or this SAR Agreement (including without limitation Paragraph 8), until the
Expiration Date or until other termination of this SAR in accordance with the
2005 Plan or Paragraph 7 below. Prior to the exercise of this SAR and delivery
of the resulting Shares, 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 (including all) applicable to the number of
Granted Shares to which this SAR is so 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 sum 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 the offer and
sale of Shares subject to this SAR are not covered by a then effective
registration statement under the Securities Act of 1933, as amended (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.


                                       2


         6. NON-TRANSFERABILITY OF SAR; FORFEITURE.

            (a) Neither this SAR nor the Granted Shares subject thereto shall be
pledged, hypothecated or otherwise encumbered or subject to any lien, obligation
or liability of the Participant to any party (other than the Company or its
subsidiary or affiliate), 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, any Shares delivered hereunder and any gains realized
upon exercise of this SAR are subject to forfeiture under certain circumstances
in accordance with Section 11 of the 2005 Plan.

         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 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; provided,
however, that in the event of Early Retirement (as defined below), the entire
vested portion and 50% of any unvested portion of this SAR shall be exercisable
during such period. Upon expiration of any such post-termination exercise
period, this SAR shall terminate.

            (b) Effect of Other Termination. Unless otherwise determined by the
Committee, if the Participant's employment by the Company or any subsidiary or
affiliate terminates for any reason, other than death, Disability or Retirement
or for Cause, this SAR shall be exercisable during the period of 90 days after
such termination or until the Expiration Date, whichever period is shorter, but
only to the extent to which this SAR was exercisable at the time of such


                                       3


termination. If such termination is for Cause, then this SAR shall terminate
upon such termination, unless otherwise determined by the Committee. Upon
expiration of any such post-termination exercise period, this SAR shall
terminate.

            (c) 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 50 years with 20 years of service with the Company
or any of its subsidiaries or affiliates ("EARLY RETIREMENT"), (ii) age 55 years
with 10 years of service with the Company or any of its subsidiaries or
affiliates or (iii) age 65 years without regard to years of such service.

         8. CHANGE IN CONTROL. Subject to the Consent and Waiver attached hereto
as Annex C, notwithstanding Section 10 of the 2005 Plan, upon a Change in
Control, 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 the excess of the Change in Control Price over the
Grant Price, multiplied by 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 Plan. Notwithstanding anything in this SAR Agreement or the
2005 Plan to the contrary, for purposes of this SAR Agreement, the Merger and
transactions contemplated by the Merger Agreement, including any holdings of
Shares and changes in the composition of the Board of Directors of the Company
(the "BOARD") resulting from the Merger, shall not constitute a Change in
Control (under all parts of the definition of "Change in Control").

         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. The Company and any subsidiary or affiliate is
authorized to withhold from the distribution of Shares relating to this SAR,
amounts of withholding and other taxes due or potentially payable in connection
with any transaction involving this SAR, and to 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. This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in respect
thereof in satisfaction of a Participant's withholding obligations, either on a
mandatory or elective basis in the discretion of the Committee. Notwithstanding
any provision in the 2005 Plan to the contrary, only the minimum amount of Stock
deliverable in connection with this SAR necessary to satisfy statutory
withholding requirements will be withheld.


                                       4



         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, this SAR Agreement, Annex A, Annex B and the
Consent and Waiver 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). 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.



                                       5



                                                                         ANNEX A


                         STOCK APPRECIATION RIGHT GRANT
                          ACKNOWLEDGEMENT AND AGREEMENT



NAME:  <>

ADDRESS:  <> <>, <> <>


SOCIAL SECURITY OR TAX ID NUMBER:  <>

- --------------------------------------------------------------------------------

GRANT DATE:       October 3, 2005

EXPIRATION DATE:  October 2, 2012

NUMBER OF GRANTED SHARES: <>

GRANT PRICE:      $65.00

Vesting Schedule:       One third equal installments on the first three
                        anniversaries of the Grant Date; provided, however, that
                        the SAR will not become exercisable unless and until the
                        Merger is consummated.




                        Number of Shares Vesting            Vest Date
                        ------------------------            ---------
                                                     
                        <>                         October 3, 2006
                        <>                         October 3, 2007
                        <>                         October 3, 2008








                           R.H. Donnelley Corporation



                           By:
                              ---------------------------------------
                              Amy W. Clark
                              Assistant Vice President - Compensation


                              ACCEPTED AND AGREED TO:



                              ---------------------------------------
                                         Signature





                                                                         ANNEX B


              STOCK APPRECIATION RIGHT EXERCISE AUTHORIZATION FORM


I hereby exercise the following Stock Appreciation Rights granted to me by R.H.
Donnelley Corporation. 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 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 REGISTERED TO:

Name:

Address:


SHARE DELIVERY INSTRUCTIONS (CHECK ONE):

[ ] E*Trade Financial          [ ] 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:

                           (i) Compensation Department

                       JEREMY LOFTIS, COMPENSATION ANALYST
                                FAX: 919-297-1517







                                                                         ANNEX C


                               CONSENT AND WAIVER


         In consideration of the payment to me of the sum of ten dollars
($10.00) and other good and valuable consideration, including the future
exercisability and non-termination of the stock appreciation rights award
granted to me under this SAR Agreement, the validity and sufficiency of which
are hereby acknowledged, I hereby irrevocably and unconditionally (i) consent
and agree that the transactions contemplated by the Merger Agreement (the
"Transactions"), including any holdings of Shares and changes in the composition
of the Board resulting from the Merger, shall not constitute a Change in Control
(under any subpart of the definition of "Change in Control"), as defined in each
of the following: Section 10(c) of the R.H. Donnelley Corporation 2005 Stock
Award and Incentive Plan (effective as of April 26, 2005 the "2005 Plan"),
Section 10(c) of the 2001 Stock Award and Incentive Plan (as amended and
restated effective as of May 1, 2001), Section 9 of the R.H. Donnelley
Corporation 1991 Key Employees' Stock Option Plan (as amended and restated
effective as of April 25, 2000), Section 6(b) of the R.H. Donnelley Corporation
Key Employees' Performance Unit Plan (as amended and restated effective as of
June 17, 1998) or Section VII of the Pension Benefit Equalization Plan of R.H.
Donnelley Corporation (effective as of July 1, 1998) (collectively, the "Plans"
and each a "Plan"), and awards currently outstanding under any Plan,
notwithstanding any provision contained in any such Plan or agreement under such
Plan to the contrary, and (ii) forever waive any and all rights that I may have
under each Plan and each award granted to me under any Plan arising out of, or
in connection with, the Transactions; provided, however, that the Company has
committed to me that if, at or within two (2) years at or after the Effective
Time, (i) the Company terminates my employment without Cause (as defined in my
Employment Agreement with the Company, dated as of __________, as amended to
date (the "Employment Agreement")) or (ii) I terminate my employment for Good
Reason (as defined in my Employment Agreement) notwithstanding the foregoing
provisions hereof, I shall be entitled to receive all of the benefits and
payments to which I would otherwise have been entitled under the Plans or with
respect to outstanding awards under the Plans following a Change in Control and
treating the Transactions as a Change in Control for that purpose. I understand
that anything in the Plans, the SAR Agreement or this Consent and Waiver to the
contrary notwithstanding, for purposes of this SAR Agreement and the Granted
Shares, the Merger shall not constitute a Change in Control.

         EXECUTED on this _____ day of ___________________, 2005.





                                              --------------------------------
                                              [INSERT EMPLOYEE NAME]



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