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): February 26, 2007

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) Registrant’s telephone number,
including area code: (919) 297-1600 27513
(Zip 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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

     On February 26, 2008, the Board of Directors of R.H. Donnelley Corporation (the “Corporation”) (1) deemed it advisable that at the annual meeting, stockholders adopt amendments to the Restated Certificate of Incorporation, as amended, to declassify the board of directors of the Corporation (the “Board”) and (2) subject to approval by the stockholders of the amendments to the Restated Certificate of Incorporation, approved amendments to the Third Amended and Restated Bylaws (the “Bylaws”) of the Corporation to declassify the Board as well as certain additional changes.

     Currently, directors of the Corporation are divided into three classes and are elected for three-year terms. At the 2008 annual meeting, stockholders of the Corporation will vote on amendments to the Restated Certificate of Incorporation to provide for the annual election of directors. The amendments to the Bylaws do not require a separate vote of the stockholders, but the Board has conditioned the effectiveness of the amendments to the Bylaws on the approval by the stockholders of the amendments to the Restated Certificate of Incorporation. The additional changes to the Bylaws include, among other things, removal of certain provisions that were included in the Bylaws in connection with the Dex Media merger, but are no longer relevant. The foregoing description of the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Bylaws, a copy of which is incorporated herein by reference to Exhibit 3.1 hereto.

     Also on February 26, 2008, the Board of Directors approved the filing with the Secretary of State for the State of Delaware a Certificate of Elimination (the “Certificate of Elimination”) of the Corporation’s Series B Participating Cumulative Preferred Stock (the “Series B Preferred Stock”), of which all authorized shares are unissued. The Certificate of Elimination was filed on February 28, 2008 and provides that (i) all matters set forth in the Amended Certificate of Designations with respect to the Series B Preferred Stock are eliminated from the Corporation’s Certificate of Incorporation, and (ii) the 4,000,000 shares of the of Series B Preferred Stock shall resume the status of authorized and unissued shares of the Corporation’s Preferred Stock. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     The following exhibits are filed with this report:

Exhibit No.	Exhibit Description
3.1	Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation
3.2	Certificate of Elimination of Series B Participating Cumulative Preferred Stock of R.H. Donnelley Corporation, dated as of February 26, 2008.

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

Date: February 28, 2008

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
3.1	Fourth Amended and Restated Bylaws of R.H. Donnelley Corporation
3.2	Certificate of Elimination of Series B Participating Cumulative Preferred Stock of R.H. Donnelley Corporation, dated as of February 26, 2008.

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EX-3.1

Exhibit 3.1

FOURTH 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 from 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 Chief Executive Officer, 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 matter 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. 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 corporation will, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer of the meeting will appoint one or more inspectors to act at the meeting. No director or candidate for the office of director shall be appointed as such inspector. Any inspector shall undertake to discharge 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

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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. (a) The Board shall consist of such number of directors, not less than three, as shall from time to time be fixed by resolution of the Board.

          (b) The directors shall be elected at each annual meeting of stockholders, except as provided in Section 2 of this Article II, and each director shall hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal; provided, however, that each director elected at or prior to the corporation’s 2008 annual meeting of stockholders for a term that is set to expire after the 2008 annual meeting of stockholders shall serve the entire term for which he or she was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal. Except as provided in Section 2 of this Article II, each director shall be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the votes of the plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Section, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. In this regard, unless otherwise provided by Delaware law, shares not present and shares voting “abstain” at any meeting for the election of directors at which a quorum is present shall not be counted for purposes of determining whether a nominee for director has received a majority of the votes cast at any such meeting. If a director is not elected, the director shall offer to tender his or her resignation to the Board. The Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders his or her resignation will not participate

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in the Committee’s recommendation or the Board’s decision. In addition, if there are not at least two members of the Corporate Governance Committee who were elected at the meeting, then each of the independent members of the Board who were elected at the meeting shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them (which committee of the independent members shall act in lieu of the Corporate Governance Committee with respect to the resignation offers in such situation).

          (c) 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. If, for any reason, the Board shall not have been elected at an annual meeting, the Board may be elected as soon thereafter as convenient at a special meeting of stockholders called for that purpose in the manner provided in these bylaws.

     Section 2. Any vacancy on the Board that results from an increase in the number of directors or any other vacancy occurring in the Board may be filled for the remainder of the unexpired term by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; and the directors so chosen shall hold office until the next annual meeting of stockholders and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement or removal; provided, however, that any successor director so chosen to fill the vacancy for a director that had been elected at or prior to the corporation’s 2008 annual meeting of stockholders shall serve the remaining term of such predecessor director and until such subsequent director’s successor is elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal.

     Section 3. (a) Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events.

          (b) Any director or the entire Board may be removed, with or without cause, by the holders of a majority of the outstanding shares entitled to vote thereon at an election of directors.

     Section 4. 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.

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     Section 5. 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.

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.

     Section 2. All officers of the corporation elected or appointed by the Board shall hold office until their respective successors are elected or appointed 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.

     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 may 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

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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; UNCERTIFICATED SHARES

     Section 1. The shares of stock of the corporation may be represented by Certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. The certificates for shares of stock shall be in such form as the Board may from time to time prescribe.

     Section 2. To the extent shares are represented by a certificate, the certificate 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. Shares of the Corporation’s stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation. Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of shares represented by certificates and the rights and obligations of the holders of uncertificated shares of the same class and series shall be identical.

     Section 4. The Board of Directors may, in its discretion, appoint responsible banks or trust companies or other qualified institutions to act as transfer agents or registrars of the stock of the corporation. Any such bank, trust company or other qualified institution appointed to act as transfer agent or registrar of the stock of the corporation shall transfer stock of the corporation in accordance with its customary transfer procedures and in accordance with applicable laws and regulations.

     Section 5. No uncertificated shares or 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.

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     Section 6. The Board of Directors may make such additional rules and regulations as it may deem expedient, and not inconsistent with these By-Laws, concerning the issue, transfer and registration of certificated or uncertificated shares of stock of the Corporation. All references to shares in these By-Laws shall refer to either shares represented by certificates or uncertificated stock, and no such reference shall be construed to require certificated shares or to grant additional or different rights or obligations as between the holders of certificated and uncertificated stock of the Corporation.

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 Chief Executive Officer, 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.

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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: Section 1(b) and Section 1(c) of Article II of the bylaws, and Section 3 of Article II of the bylaws.

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EX-3.2

Exhibit 3.2

CERTIFICATE OF ELIMINATION
OF
SERIES B PARTICIPATING
CUMULATIVE PREFERRED STOCK
OF
R.H. DONNELLEY CORPORATION

Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware

     R.H. Donnelley Corporation (the “Company”), a corporation organized and existing under the laws of the State of Delaware, in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

     FIRST: The Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), has authorized 10,000,000 shares of preferred stock, par value $1 per share (the “Preferred Stock”).

     SECOND: The Company filed on November 2, 1998, in the office of the Secretary of State of the State of Delaware, a Certificate of Designation of Series B Participating Cumulative Preferred Stock (the “Certificate of Designations”), which established the amount, designation, voting powers, preferences and relative, participating, optional and other special rights and qualifications, limitations and restrictions of a series of Preferred Stock designated as the Company’s Series B Participating Cumulative Preferred Stock (the “Series B Preferred Stock”), with the number of shares constituting such series being 400,000.

     THIRD: The Company filed on December 20, 2005, in the office of the Secretary of State of the State of Delaware, an Amended Certificate of Designation of Series B Participating Cumulative Preferred Stock (the Certificate of Designations, as amended by such Amended Certificate of Designations, collectively being referred to herein as the “Amended Certificate of Designations”), which increased the amount of authorized Series B Preferred Stock from 400,000 to 4,000,000.

     FOURTH: No issued shares of the Series B Preferred Stock are outstanding and no shares of the Series B Preferred Stock will be issued pursuant to the Amended Certificate of Designations.

     FIFTH: On February 26, 2008, at a duly convened meeting of the Board of Directors, the Board of Directors of the Company adopted the following resolution:

     RESOLVED, that, because no shares of the Series B Preferred Stock are outstanding and no shares of the Series B Preferred Stock will be issued pursuant to the Amended Certificate of Designations, the Chief Executive Officer, the President, the Chief Financial

Officer, any Vice President and the Secretary of the Company (the “Authorized Officers”) are hereby authorized and directed to file a Certificate of Elimination of the Series B Preferred Stock with the office of the Secretary of State of the State of Delaware setting forth a copy of this resolution, whereupon all matters set forth in the Amended Certificate of Designations with respect to the Series B Preferred Stock shall be eliminated from the Certificate of Incorporation, and the 4,000,000 shares of Preferred Stock designated as Series B Preferred Stock shall resume the status of authorized and unissued shares of Preferred Stock.

     SIXTH: Accordingly, all matters set forth in the Amended Certificate of Designations with respect to the Series B Preferred Stock shall be eliminated from the Certificate of Incorporation, and the 4,000,000 shares of Preferred Stock designated as Convertible Preferred Stock shall resume the status of authorized and unissued shares of Preferred Stock.

[signature page follows]

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     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in its name and on its behalf and attested on this 26^th day of February 2008 by duly authorized officers of the Company.

R.H. DONNELLEY CORPORATION
By:	/s/ Robert J. Bush
	Name:	Robert J. Bush
	Title:	Senior Vice President, General Counsel and Corporate Secretary

ATTEST:

By:	/s/ Jenny Apker
	Name:	Jenny Apker
	Title:	Vice President and Treasurer

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