8-K

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): January 31, 2006

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-07155	13-2740040
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	1001 Winstead Drive, Cary NC	27513
	(Address of principal executive offices)	(Zip Code)
	(919) 297-1600
	(Registrant’s telephone number including area code)

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:

o 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))

TABLE OF CONTENTS

EX-3.1 Second Amended & Restated Bylaws

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On January 31, 2006, R. H. Donnelley Corporation, a Delaware corporation (the “Company”), completed its previously announced acquisition of Dex Media, Inc., a Delaware corporation (“Dex Media”), pursuant to the Agreement and Plan of Merger, dated October 3, 2005, among Dex Media, Dex Media, Inc. (f/k/a Forward Acquisition Corp.), a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and the Company (the “Merger Agreement”). Pursuant to the Merger Agreement, Dex Media was merged with and into Merger Sub, with Merger Sub remaining as the surviving corporation (the “Dex Media Merger”). Merger Sub was then renamed “Dex Media, Inc.”

     With the completion of the Dex Media Merger, each share of Dex Media’s common stock was canceled and converted into the right to receive $12.30 in cash and 0.24154 of a share of the Company’s common stock, for the aggregate consideration of approximately $1.86 billion in cash and approximately 36.5 million shares of the Company’s common stock. At the completion of the Dex Media Merger, the stockholders of the Company immediately prior to the effective time of the Dex Media Merger, and the stockholders of Dex Media immediately prior to the effective time of the Dex Media Merger, owned approximately 47% and 53% of the Company’s shares of outstanding common stock, respectively.

     The Company financed the cash portion of the Dex Media Merger consideration through a combination of proceeds from the sale of senior notes issued in a private placement and borrowings under credit facilities of the Company’s subsidiaries.

     The description of the Merger Agreement is not complete and is qualified in its entirety by the full text of such document, which is incorporated herein by reference to Exhibit 2.1 hereto.

Item 3.03. Material Modification of the Rights of Security Holders.

     The disclosure under Item 5.03 of this Current Report on Form 8-K relating to the Second Amended and Restated Bylaws (as defined in Item 5.03 below) is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Director and Officer Appointments and Resignations

     Under the Merger Agreement, following the completion of the Dex Media Merger the board of directors of the Company (the “Board”) is composed of 13 members, consisting of (i) seven members who served as directors of the Board of the Company prior to the Dex Media Merger, (ii) four members who served as directors of the board of Dex Media prior to the Dex Media Merger and (iii) one designee of each Sponsor Stockholder, pursuant to 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,

2

“Welsh Carson,” and together with Carlyle, the “Sponsor Stockholders”). Under the Stockholders Agreements, each of Carlyle and Welsh Carson have the right to designate one member of the Board until such time as Carlyle or Welsh Carson, as applicable, owns less than 5% of the Company’s outstanding common stock.

     On January 31, 2006, the Board appointed James A. Attwood, Jr., George A. Burnett, Michael P. Connors, R. Glenn Hubbard, Russell T. Lewis and Anthony J. de Nicola to the Board, effective immediately after the completion of the Dex Media Merger. Mr. Hubbard’s term expires in 2006. Mr. Lewis’ term expires in 2007. Messrs. Attwood, Burnett, Connors and de Nicola’s terms expire in 2008. Messrs. Attwood, Burnett, Connors, Hubbard, Lewis and de Nicola served on the board of directors of Dex Media prior to the completion of the Dex Media Merger. Mr. Attwood is the designee of Carlyle and Mr. de Nicola is the designee of Welsh Carson. Mr. Burnett will serve as Chairman of the Board. In connection with and effective upon the completion of the Dex Media Merger, on January 31, 2006, Messrs. Scott N. Flanders, Robert R. Gheewalla and Terence M. O’Toole resigned from the Board.

     The following board committee appointments have been made: Messrs. Hubbard and Lewis and Mses. Nancy E. Cooper and Edwina D. Woodbury have been named to the Audit & Finance Committee; Messrs. Connors, Lewis, Alan F. Schultz and Barry Lawson Williams have been named to the Compensation and Benefits Committee; and Messrs. Connors, Hubbard, David M. Veit and Williams have been named to the Corporate Governance Committee.

     In addition, on February 1, 2006, Jeff Smith (age 41) was appointed as the Company’s Vice President — Corporate Controller. Mr. Smith replaced Robert A. Gross as the Company’s principal accounting officer. Since May 2002, Mr. Smith served as Senior Director — Accounting and Financial Reporting of Dex Media. Prior thereto, Mr. Smith served as Chief Financial Officer of ScienTel LLC, a provider of professional services to wireless and certain wire-line communications providers, from March 2001 through November 2001. In addition, from December 1999 through January 2001, Mr. Smith was the Vice President and Chief Financial Officer of PetroNet Corporation, a start-up venture that intended to build an all-optical network along oil and gas pipeline rights-of-way.

Transactions with Management

     On October 2, 2005, Dex Media entered into a letter agreement with Mr. Burnett (the “First Letter Agreement”) which amended (i) Mr. Burnett’s employment agreement with Dex Media, dated as of November 8, 2002, and as amended and restated as of July 15, 2004 (the “Employment Agreement”), and (ii) all option agreements by and between Mr. Burnett and Dex Media (the “Option Agreements”) including without limitation those certain Option Agreements dated as of November 8, 2002, September 9, 2003, and November 11, 2003, in each case as amended prior to October 2, 2005. Additionally, on December 19, 2005, Dex Media entered into a second letter agreement with Mr. Burnett (the “Second Letter Agreement”) which amended the Employment Agreement and Option Agreements, as amended by the First Letter Agreement. Upon completion of the Dex Media Merger, Dex Media assigned, and the Company assumed, all rights and obligations under the Employment Agreement and Option Agreements, as amended by the First Letter Agreement and Second Letter Agreement. In connection with the Dex Media Merger, the Company and Mr. Burnett are negotiating a new employment agreement which, if entered into, will govern the terms and conditions of his employment with the Company.

3

     The First Letter Agreement provided that if, at any time prior to the fourth anniversary of the completion of the Dex Media Merger, Mr. Burnett’s employment with Dex Media or any of its successors is terminated for any reason, or he ceases for any reason to continue in the position of Chairman of the Board, then, subject to Mr. Burnett’s execution of a general release of claims, Mr. Burnett will be entitled to (i) a lump sum cash amount equal to 1.5 times his then-current annual base salary (which shall not be less than $475,000) plus his then-current target annual bonus (which shall not be less than 75% of his annual base salary) and (ii) be eligible to continue to receive health and welfare benefits for three years following the termination of his employment (for which Mr. Burnett will pay all premiums). Such payments and benefits will be provided in lieu of, and not in addition to, any severance payments or benefits Mr. Burnett would have been entitled to under the Employment Agreement.

     Additionally, under the First Letter Agreement, (i) Mr. Burnett’s Dex Media stock options for 1,026,180 shares of Dex Media common stock, with a weighted average exercise price per share of $4.64 per share, became fully vested and exercisable immediately prior to the completion of the Dex Media Merger. Upon completion of the Dex Media Merger, each of Mr. Burnett’s Dex Media stock options were converted into fully vested Company stock options for 0.43077 of a share of Company common stock and each such stock option shall expire on the first to occur of (A) the tenth anniversary of the option’s grant date, (B) the first anniversary of Mr. Burnett’s termination of employment due to death or disability or (C) the 15th day of the third month following the date at which, or December 31st of the calendar year in which, the stock option would otherwise have expired if the stock option had not been extended, based on the terms of the stock option at the stock option’s grant date.

     Furthermore, if it is determined that any payment or benefit provided to Mr. Burnett under the First Letter Agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”), then Mr. Burnett will be entitled to an additional “gross-up” payment for any additional excise tax due as a result thereof.

     The Second Letter Agreement amended the Employment Agreement, as amended by the First Letter Agreement to provide that in the event that if, upon the advice of Dex Media’s counsel, Dex Media determines that any of the severance payments to be provided to Mr. Burnett under the First Letter Agreement is or may be subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A”) if provided at the time otherwise required under the First Letter Agreement, then: (i) the payment of such severance payments shall be delayed until such date that is six months after Mr. Burnett’s separation from service with Dex Media, or such shorter period that, in the opinion of counsel, is sufficient to avoid the imposition of taxes under Section 409A and (ii) such severance payments will be increased by an amount equal to interest on such payments for the period during which the payment of the severance payments is delayed at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during such payment delay period.

     In connection with and upon the completion of the Dex Media Merger, all shares of Dex Media restricted stock held by Messrs. Connors, Hubbard and Lewis vested pursuant to the terms of the restricted stock agreements issued under Dex Media’s 2004 Incentive Award Plan.

4

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     The Board adopted amended and restated bylaws of the Company (as amended and restated, the “Second Amended and Restated Bylaws”), that became effective upon the completion of the Dex Media Merger. The Second Amended and Restated Bylaws provide, among other things, a description of the committees of the Board and the duties of the presiding Chairman of the Board. The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is incorporated herein by reference to Exhibit 3.1 hereto.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Businesses Acquired.

     (1) The financial statements specified in Rule 3-05(b) of Regulation S-X, promulgated under the Exchange Act of 1934, were included in Dex Media’s annual report on Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission (the “Commission”) on March 11, 2005, and Dex Media’s quarterly report for the quarter ended September 30, 2005, filed with the Commission on November 10, 2005, which financial statements will be filed as an amendment to this Current Report on Form 8-K/A not later than 71 days after the deadline for filing this report.

     (2) The signed accountant’s report required to be provided pursuant to Rule 2-02 of Regulation S-X will be filed as an amendment to this Current Report on Form 8-K/A not later than 71 days after the deadline for filing this report.

     (b) Financial Statements of Businesses Acquired.

     The pro forma financial information required to be filed pursuant to Article 11 of Regulation S-X will be filed as an amendment to this Current Report on Form 8-K/A not later than 71 days after the deadline for filing this report.

     (d) Exhibits.

          The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated October 3, 2005, among R.H. Donnelley Corporation, Dex Media, Inc. and Forward Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report of Form 8-K filed with the Securities and Exchange Commission on October 6, 2005, Commission File 001-07155).
3.1	Second Amended and Restated Bylaws.

5

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
	By:	/s/ Robert J. Bush
		Name:	Robert J. Bush
		Title:	Vice President, General Counsel & Corporate Secretary
Date: February 6, 2006

6

EXHIBIT INDEX

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated October 3, 2005, among R.H. Donnelley Corporation, Dex Media, Inc. and Forward Acquisition Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report of Form 8-K filed with the Securities and Exchange Commission on October 6, 2005, Commission File 001-07155).
3.1	Second Amended and Restated Bylaws.

EX-3.1

                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED

                           R.H. DONNELLEY CORPORATION

                                     BYLAWS

                                   ARTICLE I.

                                  STOCKHOLDERS

     SECTION 1. The annual meeting of the stockholders of the corporation for
the purpose of electing directors and for the transaction of such other business
as may properly be brought before the meeting shall be held on such date, and at
such time and place within or without the State of Delaware as may be designated
from time to time by the Board.

     SECTION 2. Special meetings of the stockholders may be held upon call of
the Board, the Chairman of the Board or the President (and shall be called by
the Chairman of the Board or the President at the request in writing of
stockholders owning a majority of the outstanding shares of the corporation
entitled to vote at the meeting) at such time and at such place within or
without the State of Delaware, as may be fixed by the Board, the Chairman of the
Board or the President or by the stockholders owning a majority of the
outstanding shares of the corporation so entitled to vote, as the case may be,
and as may be stated in the notice setting forth such call.

     SECTION 3. Except as otherwise provided by law, notice of the time, place
and purpose or purposes of every meeting of stockholders shall be delivered
personally or mailed not earlier than sixty, nor less than ten days previous
thereto, to each stockholder of record entitled to vote at the meeting at such
address as appears on the record of the corporation. Notice of any meeting of
stockholders need not be given to any stockholder who shall waive notice
thereof, before or after such meeting, in writing, or to any stockholder who
shall attend such meeting, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

     SECTION 4. A majority of the shares entitled to vote, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders. If there be no such quorum present in person or by proxy, the
holders of a majority of such shares so present or represented may adjourn the
meeting form time to time.

     SECTION 5. Meetings of the stockholders shall be presided over by the
Chairman of the Board or, if such officer is not present, by the President or a
Vice President or, if no such officer is present, by a chairman to be chosen at
the meeting. The Secretary of the corporation or, in such officer's absence, an
Assistant Secretary shall act as secretary of the meeting. If neither the
Secretary nor an Assistant Secretary is present, the chairman shall appoint a
secretary.






     SECTION 6. Each stockholder entitled to vote at any meeting may vote in
person or by proxy for each share of stock held by such stockholder which has
voting power upon the mater in question at the time but no proxy shall be voted
on after one year from its date.

     SECTION 7. All elections of directors shall be by written ballot and shall
be determined by a plurality of the voting power present in person or
represented by proxy and entitled to vote. All other voting need not be by
written ballot, except upon demand therefor by the Board or the officer of the
corporation presiding at the meeting of stockholders where the vote is to be
taken. Except as otherwise provided by law, in all matters other than the
election of directors, the affirmative vote of the majority of the voting power
present in person or represented by proxy and entitled to vote shall be the act
of the stockholders. The chairman of each meeting at which directors are to be
elected shall appoint at least one inspector of election, unless such
appointment shall be unanimously waived by those stockholders present or
represented by proxy at the meeting and entitled to vote at the election of
directors. No director or candidate for the office of director shall be
appointed as such inspector. The duties of inspector at such meeting with strict
impartiality and according to the best of their ability, and shall take charge
of the polls and after the balloting shall make a certificate of the result of
the vote taken.

     SECTION 8. Only persons who are nominated in accordance with the procedures
set forth in these bylaws shall be eligible to serve as directors. Nominations
of persons for election to the Board may be made at a meeting of stockholders
(a) by or at the direction of the Board or (b) by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 8, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 8. Such nominations, other than those made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the secretary of the corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 70 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting or such public disclosure was made. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the corporation's books, of
such stockholder and (ii) the class and number of shares of the corporation
which are beneficially owned by such stockholder. At the request of the Board,
any person nominated by the Board for election as a director shall furnish to
the secretary of the corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. No person
shall be eligible to serve as a director of the corporation unless nominated in
accordance with the procedure set forth in this bylaw. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
bylaws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded. Notwithstanding






the foregoing provisions of this Section 8, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, and the
rules and regulations thereunder with respect to the matters set forth in this
Section.

     SECTION 9. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which shall
be not more than sixty or less than ten days before the date of such meeting, or
more than sixty days prior to any other action. If for any reason the Board
shall not have fixed a record date for any such purpose, the record date for
such purposes shall be determined as provided by law. Only those stockholders of
record on the date so fixed or determined shall be entitled to any of the
foregoing rights, notwithstanding the transfer of any such stock on the books of
the corporation after any such record date so fixed or determined.

                                   ARTICLE II.

                                      BOARD

     SECTION 1. The Board shall consist of such number of directors, not less
than three and not more than 13, as shall from time to time be fixed by
resolution of the Board. The directors shall be divided into three classes in
the manner set forth in the Certificate of Incorporation of the corporation,
each class to be elected for the term set forth therein. A majority of the total
number of directors shall constitute a quorum for the transaction of business
and, except as otherwise provided by law or by the corporation's Certificate of
Incorporation, the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board. Directors need not be
stockholders.

     SECTION 2. Vacancies in the Board shall be filled by a majority of the
remaining directors, though less than a quorum; and in case of an increase in
the number of directors, the additional directors shall be elected by a majority
of the directors in office at the time of increase, though less than a quorum;
and the directors so chosen shall hold office for a term as set forth in the
Certificate of Incorporation of the corporation.

     SECTION 3. Meetings of the Board shall be held at such place within or
without the State of Delaware as may from time to time be fixed by resolution of
the Board or as may be specified in the notice of call of any meeting. Regular
meetings of the Board shall be held at such times as may from time to time be
fixed by resolution of the Board and special meetings may be held at any time
upon the call of the Chairman of the Board, by oral, telegraphic or written
notice, duly served on or sent or mailed to each director not less than one day
before the meeting. The notice of any meeting need not specify the purpose
thereof. A meeting of the Board may be held without notice immediately after the
annual meeting of stockholders at the same place at which such meeting is held.
Notice need not be given of regular meetings of the Board held at times fixed by
resolution of the Board. Notice of any meeting need not be given to any director
who shall attend such meeting in person or who shall waive notice thereof,
before or after such meeting, in writing.






     SECTION 4. The Board may, by resolution or resolutions, passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of three or more of the Directors of the corporation which, to the
extent provided in said resolution or resolutions, shall have and may exercise
the powers of the Board in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. A majority of the members of a committee shall
constitute a quorum for the transaction of its business. In the absence of
disqualification of any member of any such committee or committees, but not in
the case of a vacancy therein, the member or members thereof present at any
meeting and not disqualified from voting, whether or not the member or members
constitute a quorum, may unanimously appoint another member of the Board, who is
not an officer of the corporation or any of its subsidiaries, to act at the
meeting for all purposes in the place of any such absent or disqualified member.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board. In the event any committee
is unable to resolve a matter brought before such committee by a majority vote
of all of the members of the entire committee, such matter will be submitted for
determination by a majority vote of the members of the entire Board. For
purposes of Sections 4(a) - (c) of Article II of these bylaws, (i) "Sponsors
Stockholders Agreements" means the Sponsors Stockholders Agreements, dated as of
October 3, 2005, among the corporation and certain other parties thereto, and
(ii) the terms "C Holders" and "W Holders" shall have the meanings ascribed to
such terms in the Sponsors Stockholders Agreements. From the date of adoption of
these bylaws (the "Effective Time") until the earlier of (the "Restricted
Period") (x) 24 months following the Effective Time or (y) the time when either
of the C Holders (as a group) or the W Holders (as a group) cease to have
representation rights on the Board pursuant to the Sponsor Stockholders
Agreements, the committees established by the Board shall consist of:

          (a) an Audit and Finance Committee (the "Audit Committee") of the
corporation whose responsibility shall be determined by the Board and such
committee shall discharge such other responsibilities as may be from time to
time assigned to it by the Board as reflected in the Audit Committee's charter.
During the Restricted Period, the Audit Committee will be composed of members of
the Board consisting of (i) two individuals who served on the board of directors
of Dex Media, Inc. (the "Dex Board") prior to the Effective Time and (ii) two
individuals who served on the Board prior to the Effective Time; provided, that
all the members of the Audit Committee must satisfy the independence
requirements of The New York Stock Exchange and Rule 10A-3(b)(1) under the
Securities Exchange Act of 1934, as amended (collectively, the "Independence
Requirements") and may not be affiliated with any W Holder or C Holder. During
the Restricted Period, the Chairman of the Audit Committee will be a member of
such committee chosen by a majority vote of the members of the Board after the
Effective Time who satisfy the Independent Requirements. If any individual
member of the Audit Committee ceases to serve on the Board during the Restricted
Period, his or her successor will be appointed by the entire Board consistent
with the first full sentence of this clause (a); provided, however, that, if no
individual member of the Board meets the requirements of the first full sentence
of this clause (a), his or her successor will be appointed by the entire Board
without regard to such requirements;

          (b) a Compensation and Benefits Committee (the "Compensation
Committee") of the corporation whose responsibility shall be determined by the
Board and such committee shall discharge such other responsibilities as may be
from time to time assigned to it






by the Board as reflected in the Compensation Committee's charter. During the
Restricted Period, the Compensation Committee will be composed of members of the
Board consisting of (i) two individuals who served on the Dex Board prior to the
Effective Time and (ii) two individuals who served on the Board prior to the
Effective Time; provided, that all the members of the Compensation Committee
must satisfy the Independence Requirements and may not be affiliated with any W
Holder or C Holder. During the Restricted Period, the Chairman of the
Compensation Committee will be a member of such committee who served on the
Board prior to the Effective Time. If any individual member of the Compensation
Committee ceases to serve on the Board during the Restricted Period, his or her
successor will be appointed by the entire Board consistent with the first full
sentence of this clause (b); provided, however, that, if no individual member of
the Board meets the requirements of the first full sentence of this clause (b),
his or her successor will be appointed by the entire Board without regard to
such requirements; and

          (c) a Corporate Governance Committee (the "Corporate Governance
Committee") of the corporation whose responsibility shall be determined by the
Board and such committee shall discharge such other responsibilities as may be
from time to time assigned to it by the Board as reflected the Corporate
Governance Committee's charter. During the Restricted Period, the Corporate
Governance Committee will be composed of members of the Board consisting of (i)
two individuals who served on the Dex Board prior to the Effective Time and (ii)
two individuals who served on the Board prior to the Effective Time; provided,
that all the members of the Corporate Governance Committee must satisfy the
Independence Requirements and may not be affiliated with any W Holder or C
Holder. During the Restricted Period, the Chairman of the Corporate Governance
Committee will be a member of such committee who served on the Dex Board prior
to the Effective Time. If any individual member of the Corporate Governance
Committee ceases to serve on the Board during the Restricted Period, his or her
successor will be appointed by the entire Board consistent with the first full
sentence of this clause (c); provided, however, that, if no individual member of
the Board meets the requirements of the first full sentence of this clause (c),
his or her successor will be appointed by the entire Board without regard to
such requirements.

     SECTION 5. During any time (including, without limitation, during the
Restricted Period) when the Chairman of the Board is determined by the Board (a)
not to satisfy the Independence Requirements and/or (b) to be affiliated with
any W Holder or C Holder, the Board will appoint a Presiding Director who shall
be a member of the Board who served on the Board prior to the Effective Time. If
such individual ceases to serve on the Board during the Restricted Period, his
or her successor will be appointed by the entire Board. The primary role and
responsibilities of the Presiding Director shall be as follows:

          (a) The Presiding Director shall serve as the liaison between the
independent members of the Board and non-independent members of the Board with
respect to all matters of the Board. The Presiding Director will be identified
publicly as the primary contact for stockholders and other constituents of the
corporation who desire to interact with the independent members of the Board,
recognizing that the Chairman of the Board will be identified publicly as the
central point of contact for stockholders and other constituents of the
corporation to interact with the Board generally.






          (b) The Presiding Director's duties shall include:

               (i) serving as the chairperson for the executive sessions of the
independent members of the Board, presiding at such executive sessions, keeping
minutes of all such proceedings, setting the agenda for each executive session,
working with management of the corporation to circulate any necessary
preparatory materials, and, as appropriate, communicating with the Chairman of
the Board and/or the Chief Executive Officer regarding such proceedings;

               (ii) consulting with the relevant chairs of committees of the
Board, and participating in such committee's proceedings with respect to the
recruitment of members of the Board and the annual evaluation processes of the
Chief Executive Officer and the Board;

               (iii) consulting with the Chairman of the Board and the Chief
Executive Officer regarding the independent directors' wishes with respect to
agenda items for regularly scheduled meetings of the Board; and

               (iv) such other duties and responsibilities as may be assigned by
the Board from time to time, so long as such duties and responsibilities do not
abrogate, amend or otherwise modify the authority and roles and responsibilities
of the Chairman of the Board as set forth below.

     SECTION 6. The Chairman of the Board shall be appointed by the Board and
his primary roles and responsibilities will be as follows:

          (a) The Chairman of the Board shall be chosen from among the
Directors. The Chairman of the Board shall chair all meetings of the Board and
the stockholders. The Chairman of the Board may vote at any meeting of the Board
on any matter called to a vote, subject to the legal, fiduciary and governance
requirements applicable to all members of the Board. In consultation with the
Presiding Director and the Chief Executive Officer, the Chairman of the Board
shall set the agenda for meetings of the Board and the stockholders, and shall
schedule such meetings to best enable the Board to perform its duties in a
responsible and prompt manner, while not unduly interfering with the daily
operations of the corporation. The Chairman of the Board shall consult with the
Corporate Governance Committee on its recommendations to the Board for the
approval of candidates for nomination or appointment to the Board and members
and chairs of committees of the Board, and on other governance matters as
requested by the Board.

          (b) The Chairman of the Board shall communicate with the Chief
Executive Officer on behalf of the Board regarding concerns of the Board,
stockholders or other constituents of the corporation. The Chairman of the Board
will be identified publicly as the central point of contact for stockholders and
other constituents of the corporation to interact with the Board generally.
While the Presiding Director will be identified as the primary person for
external constituencies to contact regarding concerns to be addressed to
independent members of the Board , the Presiding Director shall discuss any such
contacts and communications with the Chairman of the Board in advance of the
consideration of any such matter by the Board. The Chairman of the Board and the
Presiding Director shall be responsible for ensuring that the






quality, quantity and timeliness of the flow of information between management
of the corporation and the Board enables the Board to fulfill its functions and
fiduciary duties in an efficient and effective manner.

          (c) The Chairman of the Board shall serve as a strategic advisor to
Chief Executive Officer in the assessment and formulation of the corporation's
digital and new media growth strategies and businesses. The Chairman of the
Board shall otherwise represent himself on behalf of the corporation to external
constituencies as may be requested by the Chief Executive Officer or the Board.

          (d) Unless otherwise expressly provided by the Board, the Chairman of
the Board shall have no responsibility for, dealings with or authority with
respect to, the day-to-day operations of the corporation.

          (e) During the 24 month period beginning at the Effective Time, the
Chairman of the Board may only be removed by the affirmative vote of at least
75% of the members of the entire Board.

                                  ARTICLE III.

                                    OFFICERS

     SECTION 1. The Board, as soon as may be practicable after each annual
meeting of the stockholders, shall elect officers of the corporation, including
a President, one or more Vice Presidents, a Secretary, a Controller and a
Treasurer. The Board may also from time to time appoint such other officers
(including one or more Assistant Vice Presidents, and one or more Assistant
Secretaries and one or more Assistant Treasurers) as it may deem proper or may
delegate to any elected officer of the corporation the power so to appoint and
remove any such other officers and to prescribe their respective terms of
office, authorities and duties. Any Vice President may be designated Executive,
Senior or Corporate, or may be given such other designation or combination of
designations as the Board may determine. Any two offices may be held by the same
person.

          (a) The Chief Executive Officer shall, subject to the oversight of the
Board, have responsibility for the general direction of the affairs of the
corporation and the general supervision of all aspects of the business of the
corporation and corporate development, expansion and contraction and long-range
planning of the corporation, including, without limitation, the acquisition,
development and disposition of assets necessary to implement the foregoing. The
Chief Executive Officer shall see that all orders and resolutions of the Board
are carried into effect, and in the absence of the Chairman of the Board or in
the event of his or her inability or refusal to act, shall preside at any
meetings of the Board or the stockholders. The Chief Executive Officer shall
have and exercise such further powers and duties as may be specifically
delegated or vested in him or her from time to time by these bylaws or by the
Board. The Chief Executive Officer shall possess the power to sign all
certificates, contracts and other instruments which may be authorized by the
Board, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the Board to some other officer or agent of the corporation. The
Chief






Executive Officer may combine his or her duties with those of any other office
assigned to him or her by the Board.

          (b) The President shall, subject to the oversight of the Board, have
responsibility for the active management of the business of the corporation. The
President shall possess the power to sign all certificates, contracts and other
instruments which may be authorized by the Board, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board to some
other officer or agent of the corporation.

     SECTION 2. All officers of the corporation elected or appointed by the
Board shall hold office until their respective successors are chosen and
qualified. Any officer may be removed from office at any time either with or
without cause by the affirmative vote of a majority of the members of the Board
then in office, or, in the case of appointed officers, by any elected officer
upon whom such power of removal shall have been conferred by the Board;
provided, that during the three years following the Effective Time, the Chief
Executive Officer may only be removed by the affirmative vote of at least 75% of
the members of the entire Board.

     SECTION 3. Each of the officers of the corporation elected or appointed by
the Board shall have powers and duties prescribed by law, by the bylaws or by
the Board and, unless otherwise prescribed by the bylaws or by the Board, shall
have such further powers and duties as ordinarily pertain to that office. Any
officer, agent, or employee of the corporation may be required to give bond for
the faithful discharge of such person's duties in such sum and with such surety
or sureties as the Board may from time to time prescribe.

     SECTION 4. There shall be a Controller who shall exercise general
supervision of and be responsible for the efficient operation of the Accounting
Department of the corporation. The Controller shall be consulted in the
preparation of the annual budget of the corporation and shall render to the
Chief Executive Officer from time to time and to the Board at each of the
regular meetings of the Board statements necessary to keep them informed of the
earnings, expenses and condition of the corporation, and shall bring to their
notice any and all matters which the Controller may deem desirable to submit to
their attention for the successful conduct of the business.

                                   ARTICLE IV.

                              CERTIFICATES OF STOCK

     SECTION 1. The interest of each stockholder of the corporation shall be
evidenced by a certificate or certificates for shares of stock in such form as
the Board may from time to time prescribe. The shares in the stock of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by such holder's attorney, upon surrender for cancellation
of a certificate or certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, and with such proof of the authenticity of the signature as the
corporation or its agents may reasonably require.






     SECTION 2. The certificates of stock shall be signed by such officer or
officers as may be permitted by law to sign (except that where any such
certificate is countersigned by a transfer agent other than the corporation or
its employee, or by a registrar other than the corporation or its employee, the
signatures of any such officer or officers may be facsimiles), and shall be
countersigned and registered in such manner, all as the Board may by resolution
prescribe. In case any officer or officers who shall have signed or whose
facsimile signature or signatures shall cease to be such officer or officers of
the corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been issued by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer or officers of the corporation.

     SECTION 3. No certificate for shares of stock in the corporation shall be
issued in place of any certificate alleged to have been lost, stolen or
destroyed, except upon production of such evidence of such loss, theft or
destruction and upon delivery to the corporation of a bond of indemnity in such
amount, upon such terms and secured by such surety, as the Board in its
discretion may require.

                                   ARTICLE V.

                                 CORPORATE BOOKS

     The books of the corporation may be kept outside of the State of Delaware
at such place or places as the Board may from time to time determine.

                                   ARTICLE VI.

                          CHECKS, NOTES, PROXIES, ETC.

     All checks and drafts on the corporation's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents as shall be thereunto authorized from time to time
by the Board. Proxies to vote and consents with respect to securities of other
corporations owned by or standing in the name of the corporation may be executed
and delivered from time to time on behalf of the corporation by the Chairman of
the Board, the President, or by such officers as the Board may from time to time
determine.

                                  ARTICLE VII.

                                  FISCAL YEAR.

     The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December following.






                                  ARTICLE VIII.

                                 CORPORATE SEAL

     The corporate seal shall have inscribed thereon the name of the
corporation. In lieu of the corporate seal, when so authorized by the Board or a
duly empowered committee thereof, a facsimile thereof may be impressed or
affixed or reproduced.

                                   ARTICLE IX.

                                     OFFICES

     The corporation and the stockholders and the directors may have offices
outside of the State of Delaware at such places as shall be determined form time
to time by the Board.

                                   ARTICLE X.

                                   AMENDMENTS

     Subject to any limitations that may be imposed by the stockholders, the
Board may make the bylaws and from time to time may alter, amend or repeal any
bylaws, but any bylaws made by the Board or the stockholders may be altered,
amended or repealed by the stockholders at any annual meeting or at any special
meeting; provided, that notice of such proposed alteration, amendment or repeal
is included in the notice of such meeting. Notwithstanding the preceding
sentence, the following provisions may only be amended by a vote of at least 80%
of the members of the entire Board: (a) during the Restricted Period, the first
sentence of Section 1 of Article II and (b) at any time, Sections 4, 5 and 6 of
Article II and Section 1(a) of Article III of the bylaws.