<PAGE>


                                                                    EXHIBIT 10.2
                                                                       EXHIBIT F




                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT, dated as of this 25th day of November,
2002 (this "AGREEMENT"), among R.H. DONNELLEY CORPORATION, a Delaware
corporation (the "COMPANY"), GS Capital Partners 2000, L.P., a Delaware limited
partnership, GS Capital Partners 2000 Offshore, L.P., a Cayman Islands exempted
limited partnership, GS Capital Partners 2000 Employee Fund 2000, L.P., a
Delaware limited partnership, GS Capital Partners 2000 GmbH & Co. Beteiligungs
KG, a German limited partnership, and Goldman Sachs Direct Investment Fund 2000,
L.P. a Delaware limited partnership (each, a "PURCHASER").

                                    RECITALS:

         A. Pursuant to the Preferred Stock and Warrant Purchase Agreement,
dated September 21, 2002 (the "STOCK PURCHASE AGREEMENT"), by and between the
Company and the Purchasers, and the Letter Agreement, dated November 25, 2002
(the "Letter Agreement"), by and between the Company, R.H. Donnelley Inc. and
the Purchasers, the Purchasers have agreed to purchase, in the aggregate,
$200,000,000 of the Company's Convertible Cumulative Preferred Stock, par value
$1 per share (the "Convertible Cumulative Preferred Stock") and the Company's
Series B-1 Convertible Cumulative Preferred Stock, par value $1 per share (the
"Series B-1 Convertible Cumulative Preferred Stock").

         B. To induce the Purchasers to purchase the Preferred Stock (as defined
below), the Company has agreed to provide the registration rights set forth in
this Agreement.

         C. The execution and delivery of this Agreement is a condition to the
obligation of the Purchasers to purchase the Preferred Stock pursuant to the
Stock Purchase Agreement and the Letter Agreement.

                                   AGREEMENT:

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

         1.    DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:

               "AFFILIATE" shall have the meaning set forth in the Stock
Purchase Agreement.

               "CERTIFICATE OF DESIGNATIONS" shall mean the Certificate of
         Designations governing the Series B-1 Convertible Cumulative Preferred
         Stock; PROVIDED, HOWEVER, that if the Series B-1 Convertible Cumulative
         Preferred Stock is exchanged for the Convertible Cumulative Preferred
         Stock, in accordance with Section 9(j) of the Certificate of
         Designations governing the Series B-1 Convertible Cumulative Preferred
         Stock, or if any shares of Convertible Cumulative Preferred Stock are
         otherwise issued and outstanding and no shares of Series B-1
         Convertible Cumulative Preferred Stock are outstanding, then
         "Certificate of Designations" shall mean the Certificate of
         Designations governing the Convertible Cumulative Preferred Stock.

               "COMMON STOCK" shall mean the common stock, par value $1 per
         share, of the Company, 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 Corporation and The Bank of New
         York (as successor to First Chicago Trust Company of New York), as
         Rights Agent, and any and all securities of any kind whatsoever of the
         Company which are received in exchange for Common Stock or into which
         the Common Stock is converted.

               "DESIGNATED TRANSFEREE" shall have the meaning set forth in
the Certificate of Designations.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934.



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                  "HOLDERS" shall mean the Purchasers, Affiliates of the
         Purchasers and any Designated Transferees who are holders of record of
         shares of Registrable Shares, and any combination of them, and the term
         "HOLDER" shall mean any such Person.

                  "INDEMNIFIED PARTIES" shall have the meaning set forth in
        SECTION 8(a).

                  "ISSUE DATE" shall have the meaning set forth in the
        Certificate of Designations.

                  "LETTER AGREEMENT" shall have the meaning set forth in the
        preamble.

                  "NASD" shall mean the National Association of Securities
        Dealers, Inc.

                  "NYSE" shall mean The New York Stock Exchange.

                  "OTHER HOLDERS" shall mean Persons who are holders of record
         of equity securities of the Company who subsequent to the date hereof
         acquire more than 5% of the outstanding shares of Common Stock pursuant
         to a transaction with the Company and to whom the Company has granted
         registration rights pursuant to a written agreement.

                  "PERSON" shall mean any individual, corporation, association,
         partnership, group (as defined in Section 13(d)(3) of the Exchange Act
         and the rules and regulations promulgated thereunder), joint venture,
         business trust or unincorporated organization, or a government or any
         agency or political subdivision thereof.

                  "PREFERRED STOCK" shall mean the Convertible Cumulative
         Preferred Stock, the Series B-1 Convertible Cumulative Preferred Stock,
         and any equity securities issued or issuable in exchange for or with
         respect to the Convertible Cumulative Preferred Stock or the Series B-1
         Convertible Cumulative Preferred Stock by way of a stock dividend,
         stock split or combination of shares or in connection with a
         reclassification, recapitalization, merger, consolidation or other
         reorganization.

                  "REGISTRABLE SHARES" shall mean (i) any Common Stock (A) which
         may be issued or issuable upon conversion, exchange or redemption of
         the Preferred Stock, (B) which may be issued or issuable upon exercise
         of the Warrants or (C) issued or distributed in respect of the Common
         Stock referred to in clauses (A) or (B) above by way of stock dividend
         or stock split or other distribution, recapitalization,
         reclassification, merger consolidation or otherwise and (ii) any
         Preferred Stock. As to any particular Registrable Share, such
         Registrable Share shall cease to be a Registrable Share when (x) it
         shall have been sold, transferred or otherwise disposed of or exchanged
         pursuant to a registration statement under the Securities Act or to a
         Person other than a Designated Transferee pursuant to an exemption from
         registration under the Securities Act or (y) it shall have been
         distributed to the public pursuant to Rule 144 (or any successor
         provision) under the Securities Act.

                  "REGISTRATION EXPENSES" shall have the meaning set forth in
        SECTION 7(b).

                  "REQUESTING HOLDER" shall have the meaning set forth in
        SECTION 2(a).

                  "SEC" shall mean the United States Securities and Exchange
        Commission.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
        amended.

                  "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in
        the preamble.

                  "TRIGGER DATE" shall have the meaning set forth in the
         Certificate of Designations for the Series B-1 Convertible Cumulative
         Preferred Stock




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<PAGE>



                  "WARRANTS" shall mean the warrants to purchase shares of
         Common Stock issued pursuant to the Stock Purchase Agreement or the
         Letter Agreement.

2.       INCIDENTAL REGISTRATIONS.

         (a) RIGHT TO INCLUDE REGISTRABLE SHARES. Subject to SECTION 2(b), each
time the Company shall determine to file a registration statement under the
Securities Act in connection with the proposed offer and sale for cash of any
equity securities (other than (i) debt securities which are convertible into
equity securities and (ii) shares of Common Stock (A) to be issued solely in
connection with the acquisition of any Person or the assets of any Person, (B)
issuable upon the exercise of grants under stock-based incentive plans, or (C)
issuable pursuant to employee benefits plans) either by it or by any holders of
its outstanding equity securities (a "REQUESTING HOLDER"), the Company will give
prompt written notice of its determination to each Holder and of such Holder's
rights under this SECTION 2(a), at least 21 days prior to the anticipated filing
date of such registration statement. Upon the written request of each Holder
made within 14 days after the receipt of any such notice from the Company (which
request shall specify the Registrable Shares intended to be disposed of by such
Holder), the Company will use its reasonable best efforts to effect the
registration under the Securities Act of all Registrable Shares which the
Company has been so timely requested to register by the Holders thereof, to the
extent required to permit the disposition of the Registrable Shares so to be
registered; PROVIDED, that (i) if, at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
or the Requesting Holder, as applicable, shall determine for any reason not to
proceed with the proposed registration of the securities to be sold by the
Company or the Requesting Holder, as applicable, the Company may, at its
election, give written notice of such determination to each Holder and thereupon
shall be relieved of its obligation to register any Registrable Shares in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), and (ii) if such registration
involves an underwritten public offering, all Holders of Registrable Shares
requesting to be included in the Company's registration must sell their
Registrable Shares to the underwriters on the same terms and conditions as apply
to the Company or the Requesting Holder, as applicable, with such differences,
including any with respect to indemnification, as may be customary or
appropriate in combined primary and secondary offerings. If a registration
requested pursuant to this SECTION 2(a) involves an underwritten public
offering, any Holder of Registrable Shares requesting to be included in such
registration may elect, in writing prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration. No registration
effected under this SECTION 2(a) shall relieve the Company of its obligations to
effect registrations upon request pursuant to the terms and subject to the
conditions of SECTION 4. Any Holder shall have the right to withdraw its request
for inclusion of its Registrable Shares in any registration statement pursuant
to this SECTION 2 by giving written notice to the Company of its request to
withdraw; PROVIDED, HOWEVER, that (i) such request must be made in writing prior
to the earlier of the execution of the underwriting agreement or the execution
of the custody agreement with respect to such registration and (ii) such
withdrawal shall be irrevocable and, after making such withdrawal, a Holder
shall no longer have any right to include Registrable Shares in the registration
as to which such withdrawal has been made.

         (b) PRIORITY IN INCIDENTAL REGISTRATIONS. If a registration pursuant to
this SECTION 2 involves an underwritten public offering and the managing
underwriter or underwriters in its judgment advises the Company in writing that,
in its opinion, the number of securities which the Company, the Holders and any
other Persons intend to include in such registration exceeds the largest number
of securities which can be sold in such offering without having an adverse
effect on such offering (including the price at which such securities can be
sold), then the Company shall include in such registration (i) FIRST, if the
registration pursuant to this SECTION 2 was initiated by Other Holders
exercising demand registration rights, 100% of the securities such Other Holders
propose to sell (except to the extent the terms of such Other Holders'
registration rights provide otherwise); (ii) SECOND, 100% of the securities the
Company proposes to sell for its own account, if any; (iii) THIRD, to the extent
that the number of securities which such Other Holders exercising demand
registration rights and the Company propose to sell is, in the aggregate, less
than the number of securities which the Company has been advised can be sold in
such offering without having the adverse effect referred to above, such number
of Registrable Shares which the Holders have requested to be included in such
registration and such number of securities which Other Holders have requested to
be included in such registration, in each case pursuant to SECTION 2(a) or other
piggyback or incidental registration rights and which, in the opinion of such
managing underwriter or underwriters, can be sold without having the




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<PAGE>



adverse effect referred to above, such number of Registrable Shares and
securities to be included on a pro rata basis among all requesting Holders and
Other Holders on the basis of the relative number of shares of Common Stock
beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by
such Holders and Other Holders (PROVIDED, that if the number of Registrable
Shares requested to be included in such registration by the Holders pursuant to
SECTION 2(a) and permitted to be included in such registration by the Holders
pursuant to this SECTION 2(b) exceeds the number which the Company has been
advised can be sold in such offering without having the adverse effect referred
to above, the number of such Registrable Shares to be included in such
registration by the Holders shall be allocated pro rata among such Holders on
the basis of the relative number of Registrable Shares each such Holder has
requested to be included in such registration); and (iv) FOURTH, to the extent
that the number of securities which are to be included in such registration
pursuant to clauses (i), (ii) and (iii) of this SECTION 2(b) is, in the
aggregate, less than the number of securities which the Company has been advised
can be sold in such offering without having the adverse effect referred to
above, such number of other securities requested to be included in the offering
for the account of any other Persons which, in the opinion of such managing
underwriter or underwriters, can be sold without having the adverse effect
referred to above, such number to be allocated pro rata among all holders of
such other securities on the basis of the relative number of such other
securities each other Person has requested to be included in such registration.

     3.  HOLDBACK AGREEMENTS. (a) If any registration of Registrable Shares
shall be in connection with an underwritten public offering, the Holders agree
not to effect any public sale or distribution (except in connection with such
public offering), of any equity securities of the Company, or of any security
convertible into or exchangeable or exercisable for any equity security of the
Company (in each case, other than as part of such underwritten public offering),
during the 180-day period (or such lesser period as the managing underwriter or
underwriters may permit) beginning on the effective date of such registration,
if, and to the extent, the managing underwriter or underwriters of any such
offering determines such action is necessary or desirable with respect to such
offering, provided that each Holder has received the written notice required by
SECTION 2(a).

         (b) If any registration of Registrable Shares shall be in connection
with any underwritten public offering, the Company agrees not to effect any
public sale or distribution (except in connection with such public offering) of
any of its equity securities or of any security convertible into or exchangeable
or exercisable for any of its equity securities (in each case other than as part
of such underwritten public offering) during the 180-day period (or such lesser
period as the managing underwriter or underwriters may permit) beginning on the
effective date of such registration, and the Company also agrees to use its
reasonable best efforts to cause each member of the management of the
Corporation who holds any equity security and each other holder of 5% or more of
the outstanding shares of any equity security, or of any security convertible
into or exchangeable or exercisable for any equity security, of the Company
purchased from the Company (at any time other than in a public offering) to so
agree.

    4.   REGISTRATION ON REQUEST.

         (a)   REQUEST BY HOLDERS. From and after the earlier of (i) the Trigger
Date and (ii) November 25, 2003 upon the written request of the Holder or
Holders of at least 25% of the Registrable Shares that the Company effect the
registration under the Securities Act of all or part of such Holder or Holders'
Registrable Shares, and specifying the amount and intended method of disposition
thereof, the Company will promptly give notice of such requested registration to
all other Holders of Registrable Shares and, as expeditiously as practicable,
use its reasonable best efforts to effect the registration under the Securities
Act (including, without limitation, by means of a shelf registration pursuant to
Rule 415 under the Securities Act if so requested, and if the Company is then
eligible to use such registration) of: (i) the Registrable Shares which the
Company has been so requested to register by such Holder or Holders; and (ii)
all other Registrable Shares which the Company has been requested to register by
any other Holder thereof by written request received by the Company within 14
days after the giving of such written notice by the Company (which request shall
specify the intended method of disposition of such Registrable Shares);
PROVIDED, HOWEVER, that the Company shall not be required to effect more than
one registration during any twelve-month period pursuant to this SECTION 4;
PROVIDED, FURTHER, that the Company shall not be obligated to file a
registration statement relating to a registration request under this SECTION 4
(other than on Form S-3 or any similar short-form registration statement) within
a period of 180 days after the effective date of any other registration
statement of the Company other than registration statements on Form S-3 (or any
similar short-form registration




                                       4
<PAGE>



statement) or any-successor or similar forms; PROVIDED, FURTHER, that in no
event shall the Company be required to effect more than three registrations
pursuant to this SECTION 4; PROVIDED, FURTHER, that the Company shall not be
required to effect any registration if the Company determines that the aggregate
offering value of all of the shares to be offered is not reasonably expected to
equal at least (i) prior to the occurrence of a Trigger Date or after the
Closing Date (as defined in the Stock Purchase Agreement), $75 million or (ii)
after the occurrence of a Trigger Date but prior to the Closing Date, $15
million. Promptly after the expiration of the 14-day period referred to in
clause (ii) above, the Company will notify all the Holders to be included in the
registration of the other Holders and the number of shares of Registrable Shares
requested to be included therein. The Holders initially requesting a
registration pursuant to this SECTION 4(a) may, at any time prior to the
effective date of the registration statement relating to such registration,
revoke such request by providing a written notice to the Company revoking such
request; PROVIDED, HOWEVER, that, in the event the Holders shall have made a
written request for a demand registration (i) which is subsequently withdrawn by
the Holders after the Company has filed a registration statement with the SEC in
connection therewith but prior to such demand registration being declared
effective by the SEC or (ii) which is not declared effective solely as a result
of the failure of the Holders to take all actions reasonably required in order
to have the registration and the related registration statement declared
effective by the SEC, then, in any such event, such demand registration shall be
counted as a demand registration for purposes of this SECTION 4(a).

         (b)   REGISTRATION STATEMENT FORM. If any registration requested
pursuant to this SECTION 4 which is proposed by the Company to be effected by
the filing of a registration statement on Form S-3 (or any successor or similar
short-form registration statement) shall be in connection with an underwritten
public offering, and if the managing underwriter or underwriters shall advise
the Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such proposed
offering, then such registration shall be effected on such other form.

         (c)   EFFECTIVE REGISTRATION STATEMENT. A registration requested
pursuant to this SECTION 4 will not be deemed to have been effected unless it
has become effective under the Securities Act and, has remained effective for
180 days or such shorter period as all the Registrable Shares included in such
registration have actually been sold thereunder. In addition, if within 90 days
after it has become effective, the offering of Registrable Shares pursuant to
such registration is interfered with by any stop order, injunction or other
order or requirement of the SEC or other governmental agency or court, such
registration will be deemed not to have been effected.

         (d)   PRIORITY IN REQUESTED REGISTRATIONS. If a requested registration
pursuant to this SECTION 4 involves an underwritten public offering and the
managing underwriter or underwriters in good faith advises the Company in
writing that, in its opinion, the number of securities requested to be included
in such registration (including securities of the Company which are not
Registrable Shares) exceeds the largest number of securities which can be sold
in such offering without having an adverse effect on such offering (including
the price at which such securities can be sold), then the Company will include
in such registration (i) FIRST, 100% of the Registrable Shares requested to be
registered pursuant to SECTION 4(a) (provided that if the number of Registrable
Shares requested to be registered pursuant to SECTION 4(a) exceeds the number
which the Company has been advised can be sold in such offering without having
the adverse effect referred to above, the number of such Registrable Shares to
be included in such registration by the Holders shall be allocated pro rata
among such Holders on the basis of the relative number of Registrable Shares
each such Holder has requested to be included in such registration); (ii)
SECOND, to the extent that the number of Registrable Shares requested to be
registered pursuant to SECTION 4(a) is less than the number of securities which
the Company has been advised can be sold in such offering without having the
adverse effect referred to above, such number of shares of equity securities the
Company requests to be included in such registration; and (iii) THIRD, to the
extent that the number of Registrable Shares requested to be included in such
registration pursuant to SECTION 4(a) and the securities which the Company
proposes to sell for its own account are, in the aggregate, less than the number
of equity securities which the Company has been advised can be sold in such
offering without having the adverse effect referred to above, such number of
other securities proposed to be sold by any other person which, in the opinion
of such managing underwriter or underwriters, can be sold without having the
adverse effect referred to above (provided that if the number of such securities
of such other Persons requested to be registered exceeds the number which the
Company has been advised can be sold in such offering without having the adverse
effect referred to above, the number of such securities to be included in such
registration pursuant to this




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SECTION 4(d) shall be allocated pro rata among all such other Persons on the
basis of the relative number of securities each such Person has requested to be
included in such registration).

         (e)    ADDITIONAL RESTRICTIONS ON REGISTRATIONS. Not more than once in
any twelve-month period, the Company may postpone for a reasonable period, not
to exceed an aggregate of 90 days, the filing or the effectiveness of a
registration statement pursuant to SECTION 4(a), if the Company determines
reasonably and in good faith that such filing would have a material adverse
effect on any proposal or plan by the Company to engage in any significant
transaction, provided that in such event the Holders of Registrable Shares
initially requesting such demand registration will be entitled to withdraw such
request and, if such request is withdrawn, such demand registration will not
count as a demand registration for purposes of SECTION 4(a). The Company may
postpone for up to 45 days the filing or the effectiveness of a registration
statement for a demand registration pursuant to SECTION 4(a) for the purpose of
preparing audited financial statements, if such statements are required for the
demand registration.

5.       REGISTRATION PROCEDURES.

         (a) If and whenever the Company is required by the provisions of
SECTION 2 or SECTION 4 to use its reasonable best efforts to effect or cause the
registration of Registrable Shares, the Company shall as expeditiously as
practicable:

          (i) prepare and, in any event within 60 days after the
    Company's receipt of a request for registration, file with the SEC a
    registration statement with respect to such Registrable Shares and use
    its reasonable best efforts to cause such registration statement to
    become effective;

         (ii) prepare and file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection therewith
     that the Company determines are necessary to keep such registration
     statement effective for a period not in excess of 180 days (PROVIDED, that
     such 180 day period shall not apply to any such registration statement
     filed pursuant to Rule 415 under the Securities Act,) and to comply with
     the provisions of the Securities Act, the Exchange Act, and the rules and
     regulations promulgated thereunder with respect to the disposition of all
     the securities covered by such registration statement during such period in
     accordance with the intended methods of disposition by the Holders thereof
     set forth in such registration statement; PROVIDED, that (A) before filing
     a registration statement (including an initial filing) or prospectus, or
     any amendments or supplements thereto, the Company will furnish to
     one counsel selected by the Holders of a majority of the Registrable Shares
     covered by such registration statement copies of all documents proposed to
     be filed, and (B) the Company will notify each Holder of Registrable Shares
     covered by such registration statement of any stop order issued or
     threatened by the SEC, any other order suspending the use of any
     preliminary prospectus or of the suspension of the qualification of the
     registration statement for offering or sale in any jurisdiction, and take
     all reasonable actions required to prevent the entry of such stop order,
     other order or suspension or to remove it if entered;

         (iii) furnish, without charge, to each Holder and each underwriter, if
     applicable, of Registrable Shares covered by such registration statement
     such number of copies of the registration statement and of each amendment
     and supplement thereto (in each case including all exhibits), such number
     of copies of the prospectus included in such registration statement
     (including each preliminary prospectus and summary prospectus), in
     conformity with the requirements of the Securities Act, and such other
     documents as each Holder of Registrable Shares covered by such registration
     statement may reasonably request in order to facilitate the disposition of
     the Registrable Shares owned by such Holder;

         (iv) use its reasonable best efforts to register or qualify such
     Registrable Shares covered by such registration statement under the state
     securities or blue sky laws of such jurisdictions as each Holder of
     Registrable Shares covered by such registration statement and, if
     applicable, each underwriter, may reasonably request, and do any and all
     other acts and things which may be reasonably necessary to consummate the
     disposition in such jurisdictions of the Registrable Shares owned by such
     Holder, except



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     that the Company shall not for any purpose be required to qualify generally
     to do business as a foreign corporation in any jurisdiction where, but for
     the requirements of this clause (iv), it would not be obligated to be so
     qualified;

        (v) use its reasonable best efforts to cause such Registrable Shares
     covered by such registration statement to be registered with or approved by
     such other governmental agencies or authorities as may be necessary to
     enable the Holders thereof to consummate the disposition of such
     Registrable Shares;

        (vi) if at any time when a prospectus relating to the Registrable Shares
     is required to be delivered under the Securities Act any event shall have
     occurred as the result of which any such prospectus as then in effect would
     include an untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, immediately give written notice thereof
     to each Holder and the managing underwriter or underwriters, if any, of
     such Registrable Shares and prepare and furnish to each such Holder a
     reasonable number of copies of an amended or supplemental prospectus as may
     be necessary so that, as thereafter delivered to the purchasers of such
     Registrable Shares, such prospectus shall not include an untrue statement
     of material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading;

         (vii) other than with respect to any Preferred Stock, (A) use its
     reasonable best efforts to list such Registrable Shares on any securities
     exchange on which similar securities of the Company are then listed (if
     any), and enter into customary agreements including a listing application
     in customary form, PROVIDED that the applicable listing requirements are
     satisfied or (B) if no similar securities are then so listed, use its
     reasonable best efforts to (1) cause all such Registrable Shares to be
     listed on a national securities exchange or (2) failing that, secure
     designation of all such Registrable Shares as a National Association of
     Securities Dealers, Inc. Automated Quotation System ("NASDAQ") "national
     market system security" within the meaning of Rule 11Aa2-1 under the
     Exchange Act or (3) failing that, to secure NASDAQ authorization for shares
     and, without limiting the generality of the foregoing, to arrange for at
     least two market makers to register as such with respect to such shares
     with the National Association of Securities Dealers, Inc.;

         (viii) provide a transfer agent and registrar for such Registrable
     Shares covered by such registration statement not later than the effective
     date of such registration statement;

         (ix) enter into such customary agreements (including an underwriting
     agreement in customary form) and take such other actions as each Holder of
     Registrable Shares being sold or the underwriter or underwriters, if any,
     reasonably request in order to expedite or facilitate the disposition of
     such Registrable Shares, including customary indemnification and opinions;

         (x) use its reasonable best efforts to obtain (A) a "cold comfort"
     letter or letters from the Company's independent public accountants in
     customary form and covering matters of the type customarily covered by
     "cold comfort" letters and (B) an opinion of counsel for the Company, as
     the Holders of at least 25% of the Registrable Shares being sold or the
     underwriters retained by such Holders shall reasonably request;

         (xi) make available for inspection by representatives of any Holder of
     Registrable Shares covered by such registration statement, by any
     underwriter participating in any disposition to be effected pursuant to
     such registration statement and by any attorney, accountant or other agent
     retained by such Holders or any such underwriter, all financial and other
     records, pertinent corporate documents and properties of the Company and
     its subsidiaries, and cause all of the Company's and its subsidiaries'
     officers, directors and employees to supply all information and respond to
     all inquiries reasonably requested by such Holders or any such
     representative, underwriter, attorney, accountant or agent in connection
     with such registration statement;




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<PAGE>



         (xii) deliver promptly to counsel for the Holders of Registrable Shares
     included in such registration statement and each underwriter, if any,
     participating in the offering of the Registrable Shares, copies of all
     correspondence between the SEC and the Company, its counsel or auditors and
     all memoranda relating to discussions with the SEC or its staff with
     respect to such registration statement;

         (xiii) otherwise use its reasonable best efforts to comply with all
     applicable rules and regulations of the SEC, and make available to its
     security holders, as soon as reasonably practicable after the effective
     date of the registration statement, an earnings statement which shall
     satisfy the provisions of SECTION 11(a) of the Securities Act and the rules
     and regulations promulgated thereunder;

         (xiv) other than with respect to any Preferred Stock, use its
     reasonable best efforts to obtain and provide a CUSIP number for all
     Registrable Shares not later than the effective date of such registration
     statement, and provide the applicable transfer agents with printed
     certificates for the Registrable Shares which are in a form eligible for
     deposit with the Depository Trust Company;

         (xv) notify counsel for the Holders of Registrable Shares included in
     such registration statement and the managing underwriter or underwriters,
     if any, immediately, and confirm the notice in writing, (A) when the
     registration statement, or any post-effective amendment to the registration
     statement, shall have become effective, or any supplement to the prospectus
     or any amendment prospectus shall have been filed, (B) of the receipt of
     any comments from the SEC, and (C) of any request of the SEC to amend the
     registration statement or amend or supplement the prospectus or for
     additional information;

         (xvi) other than with respect to any Preferred Stock, cooperate with
     each seller of Registrable Shares and each underwriter, if any,
     participating in the disposition of such Registrable Shares and their
     respective counsel in connection with any filings required to be made with
     the NYSE;

         (xvii)   other than with respect to any Preferred Stock, cause its
     officers to use their reasonable best efforts to support the marketing of
     the Registrable Shares covered by the registration statement (including,
     without limitation, participation in "road shows") taking into account the
     Company's business needs; and

         (xviii) use its reasonable best efforts to obtain the withdrawal of any
     order suspending the effectiveness of the registration statement.

         (b) Each Holder of Registrable Shares hereby agrees that, upon receipt
of any notice from the Company of the happening of any event of the type
described in SECTION 5(a)(vi), such Holder shall forthwith discontinue
disposition of such Registrable Shares covered by such registration statement or
related prospectus until such Holder's receipt of the copies of the supplemental
or amended prospectus contemplated by SECTION 5(a)(vi), and, if so directed by
the Company, such Holder will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in such Holder's possession,
of the prospectus covering such Registrable Shares at the time of receipt of
such notice. In the event the Company shall give any such notice, the period
mentioned in SECTION 5(a)(ii) shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
SECTION 5(a)(vi) and including the date when such Holder shall have received the
copies of the supplemental or amended prospectus contemplated by SECTION
5(a)(vi). If for any other reason the effectiveness of any registration
statement filed pursuant to SECTION 4 is suspended or interrupted prior to the
expiration of the time period regarding the maintenance of the effectiveness of
such Registration Statement required by SECTION 5(a)(ii) so that Registrable
Shares may not be sold pursuant thereto, the applicable time period shall be
extended by the number of days equal to the number of days during the period
beginning with the date of such suspension or interruption to and ending with
the date when the sale of Registrable Shares pursuant to such registration
statement may be recommenced.

         (c) Each Holder hereby agrees to provide the Company, upon receipt of
its request, with such information about such Holder to enable the Company to
comply with the requirements of the Securities Act and to




                                       8
<PAGE>



execute such certificates as the Company may reasonably request in connection
with such information and otherwise to satisfy any requirements of law.

         (d) Notwithstanding anything in this Agreement to the contrary, the
Company shall control any "road show" or presentations with respect to any
offering of securities of the Company.

     6.  UNDERWRITTEN REGISTRATIONS. Subject to the provisions of SECTION 2,
SECTION 3 and SECTION 4, any of the Registrable Shares covered by a registration
statement may be sold in an underwritten public offering at the discretion of
the Holder thereof. In the case of an underwritten public offering pursuant to
SECTION 2, the managing underwriter or underwriters that will administer the
offering shall be selected by the Company. In the case of any underwritten
public offering pursuant to SECTION 4, the managing underwriter or underwriters
that will administer the offering shall be selected by the Holders of a majority
of the Registrable Shares to be registered, PROVIDED, that such underwriters are
reasonably satisfactory to the Company.

     7.  EXPENSES.

         (a) The fees, costs and expenses of all registrations in accordance
with SECTIONS 2 and SECTION 4 shall be borne by the Company, subject to the
provisions of SECTION 7(b); PROVIDED, HOWEVER, that the Holder shall reimburse
the Company for any fees, costs and expenses paid by the Company for any
registration (i) which is subsequently withdrawn by the Holders after the
Company has filed a registration statement with the SEC in connection therewith
but prior to such registration being declared effective by the SEC or (ii) which
is not declared effective solely as a result of the failure of the Holders to
take all actions reasonably required in order to have the registration and the
related registration statement declared effective by the SEC.

         (b) The fees, costs and expenses of registration to be borne as
provided in SECTION 7(a) shall include, without limitation, all expenses
incident to the Company's performance of or compliance with this Agreement,
including without limitation all SEC and stock exchange registration and filing
fees and expenses, reasonable fees and expenses of any "qualified independent
underwriter" and its counsel as may be required by the rules of the NASD, fees
and expenses of compliance with securities or blue sky laws (including without
limitation reasonable fees and disbursements of counsel for the underwriters, if
any, or for the selling Holders, in connection with blue sky qualifications of
the Registrable Shares), printing expenses (including expenses of printing
certificates for Registrable Shares and prospectuses), messenger, telephone and
delivery expenses, the fees and expenses incurred in connection with the listing
of the securities to be registered on each securities exchange or national
market system on which similar securities issued by the Company are then listed,
fees and disbursements of counsel for the Company and all independent certified
public accountants (including the expenses of any annual audit, special audit
and "cold comfort" letters required by or incident to such performance and
compliance), the fees and disbursements of underwriters customarily paid by
issuers or sellers of securities (including, without limitation, expenses
relating to "road shows" and other marketing activities), the reasonable fees of
one counsel retained in connection with each such registration by the Holders of
a majority of the Registrable Shares being registered (such counsel fees not to
exceed $35,000 per registration), the reasonable fees and expenses of any
special experts retained by the Company in connection with such registration,
and fees and expenses of other Persons retained by the Company (but not
including any underwriting discounts or commissions or transfer taxes, if any,
attributable to the sale of Registrable Shares by such Holders) (collectively,
"REGISTRATION EXPENSES").

    8.   INDEMNIFICATION.

         (a) INDEMNIFICATION BY THE COMPANY. In the event of any registration of
any securities of the Company under the Securities Act pursuant to SECTION 2 or
SECTION 4, the Company will, and it hereby does, indemnify and hold harmless, to
the extent permitted by law, each of the Holders of any Registrable Shares
covered by such registration statement, each affiliate of such Holder and their
respective directors and officers or general and limited partners (and the
directors, officers, general and limited partners, affiliates and controlling
Persons thereof), each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such Holder or any such underwriter within the meaning of the Securities Act
(collectively, the "INDEMNIFIED PARTIES"), against any and all losses, claims,
damages or liabilities, joint or several, and expenses




                                       9
<PAGE>



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

         (b) INDEMNIFICATION BY THE HOLDERS AND UNDERWRITERS. The Company may
require, as a condition to including any Registrable Shares in any registration
statement filed in accordance with SECTION 2 or SECTION 4, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Holders of such Registrable Shares or any underwriter to indemnify and hold
harmless (in the same manner and to the same extent as set forth in SECTION
8(a)) the Company with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary,
final or summary prospectus contained therein, or any amendment or supplement,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in conformity with written information with respect to the
Holders of the Registrable Shares being registered or such underwriter furnished
in writing to the Company by such Holders or such underwriter, or a document
incorporated by reference into any of the foregoing; PROVIDED, that no such
Holder shall be liable for any indemnity claims in excess of the amount of net
proceeds received by such Holder from the sale of Registrable Shares. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any of the Holders, or any of their
respective affiliates, directors, officers or controlling Persons, and shall
survive the transfer of such securities by such Holder.

         (c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this SECTION 8, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; PROVIDED, that the failure of the
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this SECTION 8, except to the extent
that the indemnifying party is actually prejudiced by such failure to give
notice. In case any such action is brought against an indemnified party, the
indemnifying party will be entitled to participate in and to assume the defense
thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation; PROVIDED that the indemnified party shall have the right to
employ counsel to represent the indemnified party and its respective controlling
persons, directors, officers, general or limited partners, employees or agents
who may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the indemnified party against such indemnifying party
under this SECTION 8 if (i) the employment of such counsel shall have been
authorized in writing by such indemnifying party in connection with the defense
of such action, (ii) the indemnifying party shall not have promptly employed
counsel reasonably satisfactory to the indemnified party to assume the defense
of such action or counsel, or (iii) any indemnified party shall have reasonably
concluded that there may be defenses available to such indemnified party or its
respective controlling persons, directors, officers, employees or agents which
are in conflict with or in addition to those available to the indemnifying
party, and in that event the reasonable fees and expenses of one firm of
separate counsel for the indemnified party shall be paid by the indemnifying
party. No indemnifying party will consent to entry of any judgment or enter into
any settlement which




                                       10
<PAGE>



does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in respect
to such claim or litigation.

         (d) If the indemnification provided for in this SECTION 8 shall for any
reason be unavailable to any indemnified party under SECTION 8(a) or SECTION
8(b) or is insufficient to hold it harmless in respect of any loss, claim,
damage or liability, or any action in respect thereof referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the indemnified party and indemnifying
party or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnified party and indemnifying party with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable considerations.
Notwithstanding any other provision of this SECTION 8(d), no Holder of
Registrable Shares shall be required to contribute an amount greater than the
dollar amount of the proceeds received by such Holder with respect to the sale
of any such Registrable Shares. No person guilty of fraudulent misrepresentation
(within the meaning of SECTION 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

         (e) OTHER INDEMNIFICATION. Indemnification similar to that specified in
the preceding subdivisions of this SECTION 8 (with appropriate modifications)
shall be given by the Company and each Holder of Registrable Shares with respect
to any required registration or other qualification of securities under any
federal or state law or regulation or governmental authority other than the
Securities Act.

         (f) NON-EXCLUSIVITY. The obligations of the parties under this SECTION
8 shall be in addition to any liability which any party may otherwise have to
any other party.

     9. RULE 144. The Company covenants that it will use its reasonable best
efforts to file in a timely manner the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder (or, if the Company is not required to file such reports,
it will, upon the request of any Holder of Registrable Shares, make publicly
available such information), and it will take such further action as any Holder
of Registrable Shares may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Shares without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of any Holder of Registrable Shares, the Company will
deliver to such Holder a written statement as to whether it has complied with
such requirements.

     10. SPECIFIC PERFORMANCE. The Company acknowledges that the rights granted
to the Holders in this Agreement are of a special, unique and extraordinary
character, and that any breach of this Agreement by the Company could not be
compensated for by damages. Accordingly, if the Company breaches its obligations
under this Agreement, the Holders shall be entitled, in addition to any other
remedies that they may have, to enforcement of this Agreement by a decree of
specific performance requiring the Company to fulfill its obligations under this
Agreement.

     11. DEFAULTS. A default by any party to this Agreement in such party's
compliance with any of the conditions or covenants hereof or performance of any
of the obligations of such party hereunder shall not constitute a default by any
other party.

     12. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given, if delivered personally,
by telecopier or sent by overnight courier as follows:




                                       11
<PAGE>



                           If to the Purchasers, to:

                           GS Capital Partners 2000, L.P.
                           GS Capital Partners 2000 Offshore, L.P.
                           GS Capital Partners 2000 GmbH & Co. Beteiligungs KG
                           GS Capital Partners 2000 Employee Fund, L.P.
                           Goldman Sachs Direct Investment Fund 2000, L.P.
                           85 Broad Street
                           New York, New York  10004
                           Phone:   (212) 902-1000
                           Fax:  (212) 357-5505
                           Attention:  Mr. Stuart Katz
                           Attention:  Ben Adler, Esq.

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

                           Fried, Frank, Harris, Shriver & Jacobson
                           One New York Plaza
                           New York, New York  10014
                           Phone:   (212) 859-8000
                           Fax:     (212) 859-8586
                           Attention:       David N. Shine

                           If to the Company, to:

                           R.H. Donnelley Corporation
                           One Manhattanville Road
                           Purchase, NY  10577
                           Phone:   (914) 933-6769
                           Fax:     (914) 933-6844
                           Attention:       Robert J. Bush

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

                           Jones, Day, Reavis & Pogue
                           901 Lakeside Avenue
                           Cleveland, Ohio  44114
                           Phone:   (216) 586-3939
                           Fax:     (216) 579-0212
                           Attention:       Thomas C. Daniels, Esq.

or to such other address or addresses as shall be designated in writing. All
notices shall be effective when received.

     13. ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement, the Stock
Purchase Agreement, the Letter Agreement and the Certificate of Designations and
the documents described herein and therein or attached or delivered pursuant
hereto or thereto set forth the entire agreement between the parties hereto with
respect to the transactions contemplated by this Agreement. Any provision of
this Agreement may be amended or modified in whole or in part at any time by an
agreement in writing among the Company and a majority of the Holders executed in
the same manner as this Agreement. No failure on the part of any party to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof nor shall any single or partial exercise by any party of any right
preclude any other or future exercise thereof or the exercise of any other
right. No investigation by the Purchasers of the Company prior to or after the
date hereof shall stop or prevent the Purchasers from exercising any right
hereunder or be deemed to be a waiver of any such right.




                                       12
<PAGE>



     14. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original, but all
of which together shall constitute one and the same documents.

     15. GOVERNING LAW. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York applicable to contracts
made and to be performed in that State.

     16. SUCCESSORS AND ASSIGNS. The Company may not assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of a majority of the Holders. Any purported assignment in violation of
this SECTION 16 shall be void. This Agreement shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors, personal representatives and permitted assigns, whether so expressed
or not. Subject to SECTION 17 hereof, if any Person shall acquire 5% or more of
the Registrable Shares outstanding on the Issue Date, in any manner, whether by
operation of law or otherwise, such transferee shall promptly notify the Company
and such Registrable Shares acquired from such Holder shall be held subject to
all of the terms of this Agreement, and by taking and holding such Registrable
Shares such Person shall be entitled to receive the benefits of and be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement. If the Company shall so request, any
such successor or assign shall agree in writing to acquire and hold the
Registrable Shares acquired from such Holder subject to all of the terms hereof.
If any Holder shall acquire additional Registrable Shares, such Registrable
Shares shall be subject to all of the terms, and entitled to all the benefits,
of this Agreement.

     17. TRANSFER OF CERTAIN RIGHTS. The rights granted to each Holder pursuant
to this Agreement may be transferred by such Holder to any person or entity who
acquires at least 5% of the Registrable Shares outstanding on the Issue Date;
PROVIDED, that the Company is given written notice by the transferee at the time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which such rights are being assigned. Any
transferee (other than a Holder who is a party to this Agreement) to whom rights
hereunder are transferred shall, as a condition to such transfer, deliver to the
Company a written instrument by which such transferee agrees to be bound by the
obligations imposed upon Holders of Registrable Shares under this Agreement to
the same extent as if such transferee were a party hereto and shall at such time
be entitled to all of the benefits to and subject to all of the obligations of a
Holder. Notwithstanding anything to the contrary herein, any Holder may transfer
rights granted to it hereunder to any Affiliate of such Holder to whom
Registrable Shares are transferred and who delivers to the Company a written
instrument in accordance with the second sentence of this SECTION 17 and
containing the representation that the transfer is exempt from registration
under the Securities Act. In the event of such transfer, such Affiliate shall be
deemed a Holder.

     18. NO INCONSISTENT AGREEMENTS. The Company will not, on or after the date
of this Agreement, enter into any agreement with respect to its securities which
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof, other than any customary lock-up
agreement with the underwriters in connection with any offering effected
hereunder, pursuant to which the Company shall agree not to register for sale,
and the Company shall agree not to sell or otherwise dispose of, Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
for a specified period (not to exceed 180 days) following such offering. The
Company has not previously entered into any agreement with respect to its
securities granting any registration rights to any Person. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent
with any other agreements to which the Company is a party or by which it is
bound. The Company further agrees that if any other registration rights
agreement entered into after the date of this Agreement with respect to any of
its securities contains terms which are more favorable to, or less restrictive
on, the other party thereto than the terms and conditions contained in this
Agreement (insofar as they are applicable) with respect to the Holders, then the
terms and conditions of this Agreement shall immediately be deemed to have been
amended without further action by the Company or the Holders so that the Holders
shall be entitled to the benefit of any such more favorable or less restrictive
terms or conditions.

     19. JURISDICTION. The courts of the State of New York in New York County
and the United States District Court for the Southern District of New York shall
have jurisdiction over the parties with respect to any dispute or controversy
between them arising under or in connection with this agreement and, by
execution and delivery of this agreement, each of the parties to this Agreement
submits to the jurisdiction of those courts, including




                                       13
<PAGE>



but not limited to the IN PERSONAM and subject matter jurisdiction of those
courts, waives any objections to such jurisdiction on the grounds of venue or
FORUM NON CONVENIENS, the absence of IN PERSONAM or subject matter jurisdiction
and any similar grounds, consents to service of process by mail (in accordance
with SECTION 12) or any other manner permitted by law, and irrevocably agrees to
be bound by any judgment rendered thereby in connection with this Agreement.

     20. CAPTIONS; REFERENCES. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement. Unless otherwise
indicated, all references to Sections and clauses in this Agreement refer to
Sections and clauses of this Agreement.

     21. SEVERABILITY. Should any part of this Agreement for any reason be
declared invalid, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated,
and it is hereby declared the intention of the parties hereto that they would
have executed the remaining portion of this Agreement without including therein
any such part or parts which may, for any reason, be hereafter declared invalid.

                         [SIGNATURES ON FOLLOWING PAGE]









































                                       14
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective authorized officers as of the date aforesaid.


                                 R. H. DONNELLEY CORPORATION



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


                                 GS CAPITAL PARTNERS 2000, L.P.
                                 By:  GS Advisors 2000, L.L.C.
                                      Its General Partner



                                 By:  /s/ John E. Bowman
                                      -----------------------------------------
                                      Name:  John E. Bowman
                                      Its:  Vice President


                                 GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
                                 By:  GS Advisors 2000, L.L.C.
                                      Its General Partner



                                 By:  /s/ John E. Bowman
                                      ------------------------------------------
                                      Name:  John E. Bowman
                                      Its:  Vice President






















                                       15
<PAGE>




                                 GS CAPITAL PARTNERS 2000 GmbH & CO.
                                 BETEILIGUNGS KG
                                 By:  Goldman Sachs Management GP GmbH
                                      Its General Partner



                                 By:  /s/ John E. Bowman
                                      -----------------------------------------
                                      Name:  John E. Bowman
                                      Its:  Managing Director


                                 GS CAPITAL PARTNERS 2000 EMPLOYEE
                                 FUND, L.P.
                                 By:  GS Employee Funds 2000 GP, L.L.C.
                                      Its General Partner



                                 By:  /s/ John E. Bowman
                                      -----------------------------------------
                                      Name:  John E. Bowman
                                      Its:  Vice President


                                 GOLDMAN SACHS DIRECT INVESTMENT FUND 2000, L.P.
                                 By:  GS Employee Funds 2000 GP, L.L.C.
                                      Its General Partner



                                 By:  /s/ John E. Bowman
                                      -----------------------------------------
                                      Name:  John E. Bowman
                                      Its:  Vice President



























                                       16