<PAGE>

                                                                     EXHIBIT 4.2

                  This Warrant was originally issued on January 3, 2003, and
                  such issuance was not registered under the Securities Act of
                  1933, as amended. The transfer of this Warrant and the
                  securities obtainable upon exercise hereof is subject to the
                  limitations and conditions on transfer specified in the
                  Preferred Stock and Warrant Purchase Agreement, dated as of
                  September 21, 2002 (as it may be amended from time to time,
                  the "PURCHASE AGREEMENT"), between the Company and the
                  Registered Holder (each as defined herein), and the Company
                  reserves the right to refuse the transfer of any such
                  securities until such limitations have lapsed and conditions
                  have been fulfilled, with respect to such transfer. Upon
                  written request, a copy of the Purchase Agreement shall be
                  furnished by the Company to the holder hereof without charge.

                           R.H. DONNELLEY CORPORATION

                             STOCK PURCHASE WARRANT

Date of Issuance: January 3, 2003                   Certificate No. ____

                  FOR VALUE RECEIVED, R.H. Donnelley Corporation, a Delaware
corporation (the "COMPANY"), hereby grants to ________________________________
or its registered assigns (the "REGISTERED HOLDER") the right to purchase from
the Company ________ shares of the Company's Common Stock at the Exercise Price.
This Warrant is one of several warrants (collectively, the "SERIES 2 WARRANTS")
issued by the Company to certain investors (the "INVESTORS") pursuant to the
Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002
(as amended, the "PURCHASE AGREEMENT"). Certain capitalized terms used herein
are defined in Section 4 and capitalized terms used in this Warrant but not
defined herein shall have the meanings ascribed thereto in the Purchase
Agreement. The amount and kind of securities obtainable pursuant to the purchase
rights granted hereunder and the purchase price for such securities are subject
to adjustment pursuant to the provisions contained in this Warrant.

                  This Warrant is subject to the following provisions:

                  Section 1.        Exercise of Warrant. (a) Exercise Period.
The Registered Holder may exercise, in whole or in part (but not as to a
fractional share of Common Stock), the purchase rights represented by this
Warrant at any time and from time to time after the Date of Issuance to and
including the fifth anniversary thereof (the "EXERCISE PERIOD").

                  (b) Exercise Procedure. (i) This Warrant shall be deemed to
have been exercised when the Company has received all of the following items
(the "EXERCISE TIME"):

                  (A)      a completed Exercise Agreement, as defined in Section
         1(c), executed by the Person exercising all or part of the purchase
         rights represented by this Warrant (the "PURCHASER");
<PAGE>
                  (B)      this Warrant;

                  (C)      if this Warrant is not registered in the name of the
         Purchaser, an Assignment or Assignments in the form set forth in
         Exhibit I evidencing the assignment of this Warrant to the Purchaser,
         in which case the Registered Holder shall have complied with the
         provisions set forth in Section 6; and

                  (D)      either (1) a check payable to the Company in an
         amount equal to the product of the Exercise Price multiplied by the
         number of shares of Common Stock being purchased upon such exercise
         (the "AGGREGATE EXERCISE PRICE"), or (2) a written notice to the
         Company that the Purchaser is exercising the Warrant (or a portion
         thereof) by authorizing the Company to withhold from issuance a number
         of shares of Common Stock issuable upon such exercise of the Warrant
         that when multiplied by the Current Market Price of the Common Stock is
         equal to the Aggregate Exercise Price (which withheld shares shall no
         longer be issuable under this Warrant).

                  (ii)     Certificates for shares of Common Stock purchased
upon exercise of this Warrant shall be delivered by the Company to the Purchaser
within five Business Days after the date on which the Exercise Time occurs.
Unless this Warrant has expired or all of the purchase rights represented hereby
have been exercised, the Company shall prepare a new Warrant, substantially
identical hereto, representing the purchase rights formerly represented by this
Warrant that have not expired or been exercised and shall within such
five-Business Day period deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.

                  (iii)    The Common Stock issuable upon the exercise of this
Warrant shall be deemed to have been issued to the Purchaser at the Exercise
Time, and the Purchaser shall be deemed for all purposes to have become the
record holder of such Common Stock as of the Exercise Time.

                  (iv)     The issuance of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the
Registered Holder or the Purchaser for any issuance tax in respect thereof if
issued to the Registered Holder or other cost incurred by the Company in
connection with such exercise and the related issuance of shares of Common
Stock. Each share of Common Stock issuable upon exercise of this Warrant shall
upon payment of the Exercise Price therefor, be fully paid and nonassessable and
free from all liens and charges with respect to the issuance thereof.

                  (v)      The Company shall not close its books against the
transfer of this Warrant or of any share of Common Stock issued or issuable upon
the exercise of this Warrant in any manner that interferes with the timely and
proper exercise of this Warrant.

                  (vi)     Notwithstanding any other provision hereof, if an
exercise of any portion of this Warrant is to be made in connection with a
registered public offering or the sale of the Company, the exercise of any
portion of this Warrant may, at the election of the holder hereof, be
conditioned upon the consummation of the public offering or sale of the Company
in which case such exercise shall not be deemed to be effective until the
consummation of such transaction.

                                        2
<PAGE>
                  (vii)    The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, solely for
the purpose of issuance upon the exercise of the Series 2 Warrants, such number
of shares of Common Stock issuable upon the exercise of all outstanding Series 2
Warrants. The Company shall take all such actions as may be necessary to assure
that all such shares of Common Stock may be so issued without violation of any
law or governmental regulation applicable to the Company or any requirements of
any domestic securities exchange upon which shares of Common Stock may be listed
(except for official notice of issuance that shall be immediately delivered by
the Company upon each such issuance). The Company shall not take any action that
would cause the number of authorized but unissued shares of Common Stock to be
less than the number of such shares required to be reserved hereunder for
issuance upon exercise of the Series 2 Warrants.

                  (c) Exercise Agreement. Upon any exercise of this Warrant, the
Exercise Agreement shall be substantially in the form set forth in Exhibit II
(the "EXERCISE AGREEMENT"), except that if the shares of Common Stock are not to
be issued in the name of the Person in whose name this Warrant is registered,
the Exercise Agreement shall also state the name of the Person to whom the
certificates for the shares of Common Stock are to be issued, and if the number
of shares of Common Stock to be issued does not include all the shares of Common
Stock purchasable hereunder, it shall also state the name of the Person to whom
a new Warrant for the unexercised portion of the purchase rights hereunder is to
be delivered. Such Exercise Agreement shall be dated the actual date of
execution thereof.

                  (d) Fractional Shares. If a fractional share of Common Stock
would be issuable upon exercise of the purchase rights represented by this
Warrant, the Company shall, unless prohibited by any agreement to which the
Company is a party, within five Business Days after the date on which the
Exercise Time occurs, deliver to the Purchaser a check payable to the Purchaser
in lieu of such fractional share in an amount equal to the difference between
Current Market Price of such fractional share as of the date on which the
Exercise Time occurs and the Exercise Price of such fractional share.

                  Section 2.        Adjustment of Exercise Price and Number of
Shares. In order to prevent dilution of the purchase rights granted under this
Warrant, the Exercise Price shall be subject to adjustment from time to time as
provided in this Section 2, and the number of shares of Common Stock obtainable
upon exercise of this Warrant shall be subject to adjustment from time to time
as provided in this Section 2.

                  (a) The Exercise Price shall be subject to adjustment as
follows:

                  (i)      In case the Company shall at any time or from time to
time after the Date of Issuance (A) pay a dividend or make a distribution in
shares of Common Stock or Convertible Securities into Common Stock, (B)
subdivide or reclassify the outstanding shares of Common Stock into a greater
number of shares of Common Stock, (C) combine or reclassify the outstanding
shares of Common Stock into a smaller number of shares, or (D) otherwise issue
by reclassification of the shares of Common Stock any shares of capital stock of
the Company, then, and in each such case, the Exercise Price in effect
immediately prior to such action and the number of shares of Common Stock
obtainable upon exercise of this Warrant shall be proportionately adjusted so
that the holder of this Warrant shall be entitled to receive the number

                                        3
<PAGE>
of shares of Common Stock or other securities of the Company upon exercise of
this Warrant which such holder would have owned or have been entitled to receive
after the happening of any of the events described above had such Warrant been
exercised immediately prior to the happening of such event or the record date
therefor, whichever is earlier. An adjustment made pursuant to this Section
2(a)(i) shall become applicable (x) in the case of any such dividend or
distribution, immediately after the close of business on the record date for the
determination of holders of shares of Common Stock entitled to receive such
dividend or distribution and (y) in the case of any such subdivision,
reclassification or combination, at the close of business on the day upon which
such corporate action becomes effective. Such adjustment shall be made
successively.

                  (ii)     In case the Company shall at any time or from time to
time after the Date of Issuance declare, order, pay or make a dividend or other
distribution (including without limitation any distribution of stock or other
securities, evidences of indebtedness, property or assets or rights or warrants
to subscribe for securities of the Company or any of its Subsidiaries) on its
Common Stock (other than (A) regular quarterly dividends payable in cash or (B)
dividends or distributions of shares of Common Stock referred to in Section
2(a)(i)) (any one of the foregoing other than the items specified in clause (A)
or (B) referred to as "SECURITIES OR ASSETS"), then and in each such case,
unless the Company elects to reserve shares or other units of such Securities or
Assets for distribution to the holders of the Series 2 Warrants upon the
exercise of such Series 2 Warrants so that any such holder exercising its Series
2 Warrants will receive upon such exercise, in addition to the shares of the
Common Stock to which such holder is entitled, the amount and kind of such
Securities or Assets which such holder would have received if such holder had,
immediately prior to the record date for the distribution of the Securities or
Assets, exercised its Warrant for Common Stock, the Exercise Price shall be
adjusted so that such Exercise Price shall equal the price determined by
multiplying the Exercise Price in effect immediately prior to the date of such
distribution by a fraction of which the numerator shall be the Current Market
Price of the Common Stock on such record date less the then fair market value
(as determined by the Board in good faith) of the portion of the capital stock
or assets or evidences of indebtedness so distributed or of such rights or
warrants applicable to one share of Common Stock, and of which the denominator
shall be the Current Market Price of the Common Stock on such record date;
provided, however, that if the then fair market value (as so determined) of the
portion of the Securities or Assets so distributed applicable to one share of
Common Stock is equal to or greater than the Current Market Price of the Common
Stock on the record date mentioned above, in lieu of the foregoing adjustment,
adequate provision shall be made so that each holder of the Series 2 Warrants
shall have the right to receive the amount and kind of Securities or Assets
which such holder would have received had such holder exercised its Warrant
immediately prior to the record date for the distribution of the Securities or
Assets. Such adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive such distribution.

                  (iii)    In case the Company shall issue or sell any Common
Stock (or rights, Options, warrants or other Convertible Securities)
(collectively, "ADDITIONAL SHARES") at any time after the date hereof until
January 3, 2006 without consideration or for a consideration per share (or
having a exercise, exchange or exercise price per share) (such per share amount,
the "SALE PRICE") less than the greater of (A) the Current Market Price per
share of Common Stock on the date preceding the earlier of the issuance or
public announcement of the issuance of such

                                        4
<PAGE>
Additional Shares of Common Stock and (B) the Exercise Price as of the date of
such issuance of shares (or, in the case of Convertible Securities, less than
the greater of the Current Market Price or the Exercise Price, as the case may
be, as of the date of issuance of the rights, Options, warrants or other
securities in respect of which shares of Common Stock were issued) then, and in
each such case, the Exercise Price shall be reduced to an amount determined by
multiplying (A) the Exercise Price in effect on the day immediately prior to
such date by (B) a fraction, the numerator of which shall be the sum of (1) the
number of shares of Common Stock outstanding immediately prior to such sale or
issuance multiplied by the greater of (a) the then applicable Exercise Price per
share and (b) the Current Market Price per share of Common Stock on the date
preceding the earlier of the issuance or public announcement of the issuance of
such Additional Shares of Common Stock (the greater of (a) and (b) above
hereinafter referred to as the "ADJUSTMENT PRICE") and (2) the aggregate
consideration receivable by the Company for the total number of shares of Common
Stock so issued (or into or for which the rights, Options, warrants or other
securities are convertible, exercisable or exchangeable), and the denominator of
which shall equal to the product of (I) the sum of (x) the total number of
shares of Common Stock outstanding immediately prior to such sale or issue and
(y) the number of additional shares of Common Stock issued (or into or for which
the rights, Options, warrants or other securities may be converted, exercised or
exchanged), multiplied by (II) the Adjustment Price. In case any portion of the
consideration to be received by the Company shall be in a form other than cash,
the fair market value of such noncash consideration shall be utilized in the
foregoing computation. Such fair market value shall be determined in good faith
by the Board of Directors. Upon each such adjustment of the Exercise Price
hereunder, the number of Shares of Common Stock acquirable upon exercise of this
Warrant shall be adjusted to the number of shares determined by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
shares of Common Stock acquirable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment. An adjustment made pursuant to this subsection
(iii) shall be made on the next Business Day following the date on which any
such issuance is made and shall be effective retroactively to the close of
business on the date of such issuance. For purposes of this subsection (iii),
the aggregate consideration receivable by the Company in connection with the
issuance of shares of Common Stock or of rights, warrants or other Convertible
Securities shall be deemed to be equal to the sum of the aggregate offering
price (before deduction of underwriting discounts or commissions and expenses
payable to third parties) of all such Common Stock, rights, warrants and
Convertible Securities plus the aggregate amount (as determined on the date of
issuance), if any, payable upon exercise or exercise of any such rights,
warrants and Convertible Securities into shares of Common Stock. If, subsequent
to the date of issuance of such right, warrants or other Convertible Securities,
the conversion or exercise price thereof is reduced, such aggregate amount shall
be recalculated and the Exercise Price and the number of shares of Common Stock
obtainable upon exercise of this

                                        5
<PAGE>
Warrant shall be adjusted retroactively to give effect to such reduction. On the
expiration of any option or the termination of any right to convert or exchange
any securities into Additional Shares, the Exercise Price then in effect
hereunder shall forthwith be increased to the Exercise Price which would have
been in effect at the time of such expiration or termination (but taking into
account other adjustments or potential made following the time of issuance of
such Options or securities) had such option or security, to the extent
outstanding immediately prior to such expiration or termination, never been
issued and the number of shares of Common Stock obtainable upon exercise of this
Warrant shall be correspondingly adjusted. If Common Stock is sold as a unit
with other securities, the aggregate consideration received for such Common
Stock shall be deemed to be net of the fair market value (as determined by the
Board of Directors in good faith) of such other securities. The issuance or
reissuance of (A) any shares of Common Stock or rights, warrants or other
Convertible Securities (whether treasury shares or newly issued shares) (1)
pursuant to a dividend or distribution on, or subdivision, combination or
reclassification of, the outstanding shares of Common Stock requiring an
adjustment in the Exercise Price pursuant to subsection (i) of this Section
2(a); (2) pursuant to any restricted stock or stock option plan or program of
the Company involving the grant of Options or rights to acquire shares of Common
Stock after the date hereof to directors, officers and employees of the Company
and its Subsidiaries; (3) pursuant to any option, warrant, right, or Convertible
Security outstanding as of the Date of Issuance; (4) pursuant to any securities
issued to a bank or other similar financial institution solely in connection
with the Senior Credit Facility and the Senior Subordinated Credit Facility; or
(5) pursuant to an underwritten offering registered with the SEC if the offering
price is greater than the Exercise Price then in effect; (B) the Preferred Stock
and any shares of Common Stock issuable upon conversion or exercise thereof, or
(C) the Series 2 Warrants and any shares of Common Stock issuable upon exercise
thereof, shall not be deemed to constitute an issuance of Common Stock or
Convertible Securities by the Company to which this subsection (iii) applies. No
adjustment shall be made pursuant to this subsection (iii) in connection with
any transaction to which Section 2(b) applies.

                  (iv)     For purposes of this Section 2(a), the number of
shares of Common Stock at any time outstanding shall not include any shares of
Common Stock then owned or held by or for the account of the Company.

                  (v)      All calculations of the Exercise Price pursuant to
this Section 2(a) shall be made to the nearest one one-hundredth of a cent.
Anything in this Section 2(a) to the contrary notwithstanding, (A) the Company
shall not be required to give effect to any adjustment in the Exercise Price
unless and until the net effect of one or more adjustments (each of which shall
be carried forward), determined as above provided, shall have resulted in a
reduction of the Exercise Price of at least 1%, and when the cumulative net
effect of more than one adjustment so determined shall be to reduce the Exercise
Price by at least 1%, such reduction in Exercise Price shall thereupon be given
effect and (B) in no event shall the then current Exercise Price be increased as
a result of any calculation made at any time pursuant to this Section 2(a).

                  (b) (i) In case of any capital reorganization or
reclassification of outstanding shares of Common Stock (other than a
reclassification to which Section 2(a)(i) shall apply), or in case of any merger
or consolidation of the Company with or into another Person (as defined below),
or in case of any sale or conveyance to another Person of all or substantially
all of the assets of the Company or any compulsory share exchange pursuant to
which share exchange the shares of Common Stock are converted into other
securities, cash or other property (each of the foregoing being referred to as a
"TRANSACTION"), this Warrant shall thereafter be exercisable for, in lieu of the
shares of Common Stock issuable upon such exercise prior to consummation of such
Transaction, the kind and amount of shares of stock and other securities and
property receivable (including cash) upon the consummation of such Transaction
by a holder of that number of shares of Common Stock into which the Warrant was
exercisable for immediately

                                        6
<PAGE>
prior to such Transaction (including, on a pro rata basis, the cash, securities
or property received by holders of Common Stock in any tender or exchange offer
that is a step in such Transaction).

                  (ii)     Notwithstanding anything contained herein to the
contrary, the Company will not effect any Transaction unless, prior to the
consummation thereof, (A) the Surviving Person shall agree that the Series 2
Warrants shall be treated as provided in paragraph (i) of this Section 2(b) and
the agreements governing such Transaction shall so provide and (B) the Surviving
Person thereof shall assume, by written instrument mailed, by first-class mail,
postage prepaid, to each holder of the Series 2 Warrants at such holder's
address as it appears in the records of the Company, the obligation to deliver
to such holder such cash or other securities to which, in accordance with the
foregoing provisions, such holder is entitled and such Surviving Person shall
have mailed, by first-class mail, postage prepaid, to each holder of the Series
2 Warrants at such holder's address as it appears in the records of the Company,
and an opinion of independent counsel for such Person stating that such
assumption agreement is a valid, binding and enforceable agreement of the
Surviving Person.

                  (c) In any case, if necessary, appropriate adjustment (as
determined in good faith by the Board of Directors) shall be made in the
application of the provisions set forth in this Section 2 with respect to rights
and interests thereafter of the holders of the Series 2 Warrants to the end that
the provisions set forth herein for the protection of the purchase rights of the
Series 2 Warrants shall thereafter be applicable, as nearly as reasonably may
be, to any such other shares of stock and other securities (other than the
Common Stock) and property deliverable upon exercise of the Series 2 Warrants
remaining outstanding with such adjustments in the Exercise Price and the number
of shares of Common Stock obtainable upon exercise of this Warrant and such
other adjustments in the provisions hereof as the Board of Directors shall in
good faith determine to be appropriate. In case securities or property other
than Common Stock shall be issuable or deliverable upon exercise as aforesaid,
then all references in this Section 2 shall be deemed to apply, so far as
appropriate and as nearly as may be, to such other securities or property.

                  (d) If the Company shall pay any dividend or make any other
distribution to the holders of its Common Stock (other than regularly quarterly
dividends payable in cash) or shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or any
other right, or there shall be any Transaction, or there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company, then, in any
one or more of said cases the Company shall give at least 15 days prior written
notice to the holders of the Series 2 Warrants by first-class mail, postage
prepaid, at their respective addresses as they shall appear in the records of
the Company of the earlier of the dates on which (i) the books of the Company
shall close or a record shall be taken for such stock dividend, distribution or
subscription rights or (ii) such Transaction, dissolution, liquidation or
winding up shall take place. Such notice shall also specify that date as of
which the holders of the Common Stock of record shall participate in said
dividend, distribution of subscription rights or shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale or conveyance or
participate in such dissolution, liquidation or winding up, as the case may be.
Failure to give such notice shall not invalidate any action so taken.

                                        7
<PAGE>
                  Section 3.        Reports as to Adjustments. Upon the
occurrence of any event specified in Section 2(a) that would result in any
adjustment of the Exercise Price, then, and in each such case, the Company shall
promptly deliver by first-class mail, postage prepaid, at their respective
addresses as they shall appear in the records of the Company, a certificate
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company setting
forth in reasonable detail the event requiring the adjustment and the method by
which such adjustment was calculated and specifying the Exercise Price then in
effect and the number of shares of Common Stock obtainable upon exercise of the
Series 2 Warrants following such adjustment. Where appropriate, such notice to
the holders of the Series 2 Warrants may be given in advance and included as
part of the notice required pursuant to Section 2(d).

                  Section 4.        Definitions. The following terms have
meanings set forth below:

                  "BUSINESS DAY" means any day other than a Saturday, Sunday, or
any day on which banks in New York City are authorized or obligated by
applicable law to close.

                  "COMMON STOCK" means, collectively, the Company's Common
Stock, par value $1 per share (including any associated Right, as defined in and
issued pursuant to the Rights Agreement, dated as of October 27, 1998, as
amended, by and between the Company and The Bank of New York (successor to First
Chicago Trust Company of New York), as Rights Agent.

                  "CONVERTIBLE SECURITIES" means any stock or securities
(directly or indirectly, after the passage of time or otherwise) convertible
into or exercisable or exchangeable for Common Stock.

                  "CURRENT MARKET PRICE," when used with reference to shares of
Common Stock or other securities on any date, shall mean the closing price per
share of Common Stock or such other securities on such date and, when used with
reference to shares of Common Stock or other securities for any period, shall
mean the average of the daily closing prices per share of Common Stock or such
other securities for such period. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Stock or such other securities are not listed or admitted to
trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Common Stock or such
other securities are listed or admitted to trading or, if the Common Stock or
such other securities are not listed or admitted to trading on any national
securities exchange, the last quoted sale price or, if not so quoted, the
average of the high bid and low asked prices in the over-the-counter market, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System or such other system then in use, or, if on any such date the
Common Stock or such other securities are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by a professional
market maker making a market in the Common Stock or such other securities
selected by the Board of Directors of the Company. If the Common Stock or such
other securities are not publicly held or so listed or publicly traded, "CURRENT
MARKET PRICE" shall mean the fair market

                                        8
<PAGE>
value per share of Common Stock or of such other securities as determined by an
independent investment banking firm with an established national reputation as a
valuer of equity securities selected by the Company and reasonably acceptable to
the holders of a majority of the shares of Preferred Stock outstanding at the
time.

                  "EXERCISE PRICE" shall mean $28.62.

                  "OPTIONS" means any rights, warrants or options to subscribe
for or purchase Common Stock or Convertible Securities.

                  "PERSON" or "PERSON" means any corporation, individual,
limited liability company, joint stock company, joint venture, partnership,
unincorporated association, governmental regulatory entity, country, state or
political subdivision thereof, trust, municipality or other entity.

                  "SURVIVING PERSON" shall mean the continuing or surviving
Person of a merger, consolidation or other corporate combination, the Person
receiving a transfer of all or a substantial part of the properties and assets
of the Company, or the Person consolidating with or merging into the Company in
a merger, consolidation or other corporate combination in which the Company is
the continuing or surviving Person, but in connection with which the Preferred
Stock, Series 2 Warrants or Common Stock of the Company is exchanged or
converted into the securities of any other Person or the right to receive cash
or any other property.

                  "TRADING DAY" shall mean a day on which the principal national
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business or, if the Common Stock is not listed or
admitted to trading on any national exchange, a Business Day.

                  Section 5.        No Voting Rights; Limitations of Liability.
This Warrant shall not entitle the holder hereof to any voting rights or other
rights as a stockholder of the Company. No provision hereof, in the absence of
affirmative action by the Registered Holder to purchase Common Stock, and no
enumeration herein of the rights or privileges of the Registered Holder shall
give rise to any liability of such holder for the Exercise Price of Common Stock
acquirable by exercise hereof or as a stockholder of the Company.

                  Section 6.        Warrant Transferable. Subject to the
transfer conditions referred to in the legend endorsed hereon, including the
provisions of the Purchase Agreement, this Warrant and all rights hereunder are
transferable, in whole or in part, without charge to the Registered Holder, upon
surrender of this Warrant with a properly executed Assignment (in the form of
Exhibit I) at the principal office of the Company.

                  Section 7.        Warrant Exchangeable for Different
Denominations. This Warrant is exchangeable, upon the surrender hereof by the
Registered Holder at the principal office of the Company, for new Series 2
Warrants of like tenor representing in the aggregate the purchase rights
hereunder, and each of such new Series 2 Warrants shall represent such portion
of such purchase rights as is designated by the Registered Holder at the time of
such surrender. The date the Company initially issues this Warrant shall be
deemed to be the "DATE OF ISSUANCE" hereof regardless of the number of times new
certificates representing the unexpired and unexercised

                                        9
<PAGE>
purchase rights formerly represented by this Warrant shall be issued. All Series
2 Warrants representing portions of the purchase rights hereunder are referred
to herein as the "SERIES 2 WARRANTS."

                  Section 8.        Replacement. Upon receipt of evidence
reasonably satisfactory to the Company (an affidavit of the Registered Holder
shall be satisfactory) of the ownership and the loss, theft, destruction or
mutilation of any certificate evidencing the Series 2 Warrants, and in the case
of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company (provided that if the holder is a financial
institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Company shall (at its expense) execute and deliver in lieu of
such certificate a new certificate of like kind representing the number of
Series 2 Warrants of such class represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

                  Section 9.        Notices. Except as otherwise expressly
provided hereunder, all notices referred to herein shall be in writing and shall
be delivered by registered or certified mail, return receipt requested and
postage prepaid, or by reputable overnight courier service, charges prepaid, and
shall be deemed to have been given when so mailed or sent (i) to the Company, at
its principal executive offices, Attention: General Counsel and (ii) to any
Registered Holder, at such holder's address as it appears in the stock records
of the Company (unless otherwise indicated by any such holder).

                  Section 10.       Amendment and Waiver. Any provision of this
Warrant may be amended or modified in whole or in part at any time by an
agreement in writing among the Company and the holder of this Warrant. No
failure on the part of either the Company or the holder of this Warrant to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof nor shall any single or partial exercise by either the Company or the
holder of this Warrant of any right preclude any other or future exercise
thereof or the exercise of any other right.

                  Section 11.       Descriptive Headings; Governing Law. The
descriptive headings of the several Sections and paragraphs of this Warrant are
inserted for convenience only and do not constitute a part of this Warrant.
References in this Warrant to Sections and Exhibits are references to Sections
of, and Exhibits to, this Warrant unless otherwise noted. The corporation laws
of the State of Delaware shall govern all issues concerning the relative rights
of the Company and its stockholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by the internal law of the State of Delaware, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State of Delaware.

                  Section 12.       Severability. Should any part of this
Warrant for any reason be declared invalid, such decision shall not affect the
validity of the remaining portion, which remaining portion shall remain in full
force and effect as if this Warrant had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention of the Company
hereto that it would have executed the remaining portion of this Warrant without
including

                                       10
<PAGE>
therein any such parts or parts which may, for any reason, be hereafter declared
invalid.

                  Section 13.       Entire Agreement. This Warrant and the
Purchase Agreement and the documents described herein and therein or attached or
delivered pursuant hereto or thereto set forth the entire agreement between the
Company and the Registered Holder with respect to the transactions contemplated
by this Warrant.

                                   * * * * * *

                                       11
<PAGE>
                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed and attested by its duly authorized officers under its corporate seal and
to be dated the Date of Issuance hereof.

                                    R.H. DONNELLEY CORPORATION

                                    By: ______________________________
                                        Name:
                                        Title:

Attest:

_______________________________
Name:
Title:
<PAGE>
                                                                       EXHIBIT I

                                   ASSIGNMENT

                  FOR VALUE RECEIVED, ______________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (Certificate No. ____) with respect to the number of shares of
the Common Stock, par value $1 per share, of R.H. Donnelley Corporation, a
Delaware corporation, covered thereby set forth below, unto:

<TABLE>
<CAPTION>
Names of Assignee             Address                           No. of Shares
-----------------             -------                           -------------
<S>                           <C>                               <C>
</TABLE>

                                    Signature: ________________________________

                                    Address:   ________________________________

                                    Witness:   ________________________________
<PAGE>
                                                                      EXHIBIT II

                               EXERCISE AGREEMENT

To:  R.H. Donnelley Corporation           Dated:

         The undersigned, pursuant to the provisions set forth in the attached
Warrant (Certificate No. ______), hereby agrees to subscribe for the purchase of
______ shares of the Common Stock, par value $1 per share (the "COMMON STOCK"),
of R.H. Donnelley Corporation, a Delaware corporation (the "COMPANY"), covered
by such Warrant and makes payment herewith in full therefor at the price per
share provided by such Warrant.

         The undersigned(1) represents to the Company as follows:

                  (i)      such Person (as defined in the Warrant) is an
         "accredited investor" within the meaning of Rule 501 of Regulation D
         promulgated under the Securities Act of 1933 (the "SECURITIES ACT") and
         was not organized for the specific purpose of acquiring the Common
         Stock issuable upon exercise thereof;

                  (ii)     such person has sufficient knowledge, sophistication
         and experience in financial and business matters as are necessary to
         evaluate the risks and merits of an investment in the Company;

                  (iii)    such Person has had an opportunity to discuss the
         Company's business, management and financial affairs with the Company's
         management;

                  (iv)     the Common Stock being acquired by such Person is
         being acquired for its own account for the purpose of investment and
         not with a view to or for sale in connection with any distribution
         thereof; and

                  (v)      such Person understands that (A) none of the shares
         of Common Stock issuable upon the exercise of the Warrant have been
         registered under the Securities Act and are being issued in reliance
         upon federal and state exemptions for transactions not involving any
         public offering, (B) the shares of Common Stock issuable upon the
         exercise of the Warrant must be held indefinitely unless a subsequent
         disposition thereof is registered under the Securities Act or is exempt
         from such registration, (C) the shares of Common Stock issuable upon
         the exercise of the Warrant will bear a legend to such effect, as
         applicable, and (D) the Company will make a notation on its transfer
         books to such effect.

                                       [NAME OF PERSON]

                                    By:_______________________________
                                       Name:
                                       Title:
                                       Address:

-----------------------
(1)      In the event that the shares of Common Stock are not issued in the name
         of the Person (as defined in the Warrant) in whose name the Warrant is
         registered or if the number of shares of Common Stock to be issued does
         not include all of the shares purchasable under the Warrant, then this
         Exercise Agreement shall be modified to include applicable language
         with respect to the provisions of this Exercise Agreement
<PAGE>
                           R. H. DONNELLEY CORPORATION

                           SCHEDULE OF DISTRIBUTION OF
    WARRANTS, ISSUED JANUARY 3, 2003, TO PURCHASE COMMON STOCK OF THE COMPANY
                                ("NEW WARRANTS")

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                            NUMBER OF NEW WARRANTS
                WARRANT HOLDER                                      RECEIVED
-------------------------------------------------------------------------------------
<S>                                                         <C>
GS Capital Partners 2000, L.P.                                       591,442
-------------------------------------------------------------------------------------
GS Capital Partners 2000 Offshore, L.P.                              214,908
-------------------------------------------------------------------------------------
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG                   24,721
-------------------------------------------------------------------------------------
GS Capital Partners 2000 Employee Fund, L.P.                         187,804
-------------------------------------------------------------------------------------
Goldman Sachs Direct Investment Fund 2000, L.P.                       53,625
-------------------------------------------------------------------------------------
                                    TOTAL                          1,072,500
-------------------------------------------------------------------------------------
</TABLE>