**EXHIBIT 4.5**This Warrant was originally issued on November 25, 2002 andsuch issuance was not registered under the Securities Act of 1933,as amended.**R.H. DONNELLEY CORPORATION**FORM OFSTOCK PURCHASE WARRANT   Date of Issuance: November 25, 2002 Certificate No. ____________     FOR VALUE RECEIVED, R.H. Donnelley Corporation, a Delaware corporation (the “**Company**”), herebygrants to _________ or its registered assigns (the “**Registered Holder**”) the right topurchase from the Company____________ shares of the Company’s Common Stock at the Exercise Price.This Warrant is one of several warrants (collectively, the **“Series 1 Warrants”**) issued by theCompany to certain investors (the **“Investors”**) pursuant to the letter agreement, dated as ofNovember 25, 2002 (the **“Letter Agreement”**). Certain capitalized terms used herein are defined inSection 4 and capitalized terms used in this Warrant but not defined herein shall have themeanings ascribed thereto in the Letter Agreement. The amount and kind of securities obtainablepursuant to the purchase rights granted hereunder and the purchase price for such securities aresubject 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 Holdermay exercise, in whole or in part (but not as to a fractional share of Common Stock), the purchaserights represented by this Warrant at any time and from time to time after the Date of Issuance toand including the fifth anniversary of the earlier of (i) the issuance of warrants under thePurchase Agreement or (ii) termination of the Purchase Agreement prior to the closing thereunder(the **“Exercise Period”**).          (a) Exercise Procedure. (i) This Warrant shall be deemed to have been exercised whenthe Company has received all of the following items (the **“Exercise Time”**):     (A) a completed Exercise Agreement, as defined in Section 1(c), executed by thePerson exercising all or part of the purchase rights represented by this Warrant (the**“Purchaser”**);     (B) this Warrant;     (C) if this Warrant is not registered in the name of the Purchaser, an Assignment orAssignments in the form set forth in Exhibit I evidencing the assignment of thisWarrant to the Purchaser, in which case the Registered Holder shall have complied with theprovisions set forth in Section 6; and

 
     (D) either (1) a check payable to the Company in an amount equal to the product of theExercise Price multiplied by the number of shares of Common Stock being purchased upon suchexercise (the **“Aggregate Exercise Price”**), or (2) a written notice to the Company that thePurchaser is exercising the Warrant (or a portion thereof) by authorizing the Company towithhold from issuance a number of shares of Common Stock issuable upon such exercise of theWarrant that when multiplied by the Current Market Price of the Common Stock is equal to theAggregate Exercise Price (which withheld shares shall no longer be issuable under thisWarrant).          (ii) Certificates for shares of Common Stock purchased upon exercise of this Warrant shall bedelivered by the Company to the Purchaser within five Business Days after the date on which theExercise Time occurs. Unless this Warrant has expired or all of the purchase rights representedhereby have been exercised, the Company shall prepare a new Warrant, substantially identicalhereto, representing the purchase rights formerly represented by this Warrant that have not expiredor been exercised and shall within such five-Business Day period deliver such new Warrant to thePerson designated for delivery in the Exercise Agreement.          (iii) The Common Stock issuable upon the exercise of this Warrant shall be deemed to have beenissued to the Purchaser at the Exercise Time, and the Purchaser shall be deemed for all purposes tohave 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 Warrantshall be made without charge to the Registered Holder or the Purchaser for any issuance tax inrespect thereof if issued to the Registered Holder or other cost incurred by the Company inconnection with such exercise and the related issuance of shares of Common Stock. Each share ofCommon Stock issuable upon exercise of this Warrant shall upon payment of the Exercise Pricetherefor, be fully paid and nonassessable and free from all liens and charges with respect to theissuance thereof.          (v) The Company shall not close its books against the transfer of this Warrant or of any shareof Common Stock issued or issuable upon the exercise of this Warrant in any manner that interfereswith the timely and proper exercise of this Warrant.          (vi) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrantis to be made in connection with a registered public offering or the sale of the Company, theexercise of any portion of this Warrant may, at the election of the holder hereof, be conditionedupon the consummation of the public offering or sale of the Company in which case such exerciseshall not be deemed to be effective until the consummation of such transaction.          (vii) The Company shall at all times reserve and keep available out of its authorized butunissued shares of Common Stock, solely for the purpose of issuance upon the exercise of the Series1 Warrants, such number of shares of Common Stock issuable upon the exercise of all outstandingSeries 1 Warrants. The Company shall take all such actions as may be necessary to assure that allsuch shares of Common Stock may be so issued without violation of any law or governmentalregulation applicable to the Company or any requirements of any
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domestic securities exchange upon which shares of Common Stock may be listed (except forofficial notice of issuance that shall be immediately delivered by the Company upon each suchissuance). The Company shall not take any action that would cause the number of authorized butunissued shares of Common Stock to be less than the number of such shares required to be reservedhereunder for issuance upon exercise of the Series 1 Warrants.          (c) Exercise Agreement. Upon any exercise of this Warrant, the Exercise Agreementshall 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 whosename this Warrant is registered, the Exercise Agreement shall also state the name of the Person towhom the certificates for the shares of Common Stock are to be issued, and if the number of sharesof 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 thepurchase rights hereunder is to be delivered. Such Exercise Agreement shall be dated the actualdate of execution thereof.          (d) Fractional Shares. If a fractional share of Common Stock would be issuable uponexercise of the purchase rights represented by this Warrant, the Company shall, unless prohibitedby any agreement to which the Company is a party, within five Business Days after the date on whichthe Exercise Time occurs, deliver to the Purchaser a check payable to the Purchaser in lieu of suchfractional share in an amount equal to the difference between Current Market Price of suchfractional share as of the date on which the Exercise Time occurs and the Exercise Price of suchfractional share.          Section 2. Adjustment of Exercise Price and Number of Shares. In order to preventdilution of the purchase rights granted under this Warrant, the Exercise Price shall be subject toadjustment from time to time as provided in this Section 2, and the number of shares ofCommon Stock obtainable upon exercise of this Warrant shall be subject to adjustment from time totime 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 intoCommon Stock, (B) subdivide or reclassify the outstanding shares of Common Stock into a greaternumber of shares of Common Stock, (C) combine or reclassify the outstanding shares of Common Stockinto a smaller number of shares, or (D) otherwise issue by reclassification of the shares of CommonStock any shares of capital stock of the Company, then, and in each such case, the Exercise Pricein effect immediately prior to such action and the number of shares of Common Stock obtainable uponexercise of this Warrant shall be proportionately adjusted so that the holder of this Warrant shallbe entitled to receive the number of shares of Common Stock or other securities of the Company uponexercise of this Warrant which such holder would have owned or have been entitled to receive afterthe happening of any of the events described above had such Warrant been exercised immediatelyprior to the happening of such event or the record date therefor, whichever is earlier. Anadjustment made pursuant to this Section 2(a)(i) shall become applicable (x) in the case ofany such dividend or distribution, immediately after the close of business on the record date forthe determination of
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holders of shares of Common Stock entitled to receive such dividend or distribution and (y) inthe case of any such subdivision, reclassification or combination, at the close of business on theday upon which such corporate action becomes effective. Such adjustment shall be madesuccessively.          (ii) In case the Company shall at any time or from time to time after the Date of Issuancedeclare, order, pay or make a dividend or other distribution (including without limitation anydistribution of stock or other securities, evidences of indebtedness, property or assets or rightsor warrants to subscribe for securities of the Company or any of its Subsidiaries) on its CommonStock (other than (A) regular quarterly dividends payable in cash or (B) dividends or distributionsof shares of Common Stock referred to in Section 2(a)(i)) (any one of the foregoing otherthan the items specified in clause (A) or (B) referred to as **“Securities or Assets”**), then and ineach such case, unless the Company elects to reserve shares or other units of such Securities orAssets for distribution to the holders of the Series 1 Warrants upon the exercise of such Series 1Warrants so that any such holder exercising its Series 1 Warrants will receive upon such exercise,in addition to the shares of the Common Stock to which such holder is entitled, the amount and kindof such Securities or Assets which such holder would have received if such holder had, immediatelyprior to the record date for the distribution of the Securities or Assets, exercised its Warrantfor Common Stock, the Exercise Price shall be adjusted so that such Exercise Price shall equal theprice determined by multiplying the Exercise Price in effect immediately prior to the date of suchdistribution by a fraction of which the numerator shall be the Current Market Price of the CommonStock on such record date less the then fair market value (as determined by the Board in goodfaith) of the portion of the capital stock or assets or evidences of indebtedness so distributed orof such rights or warrants applicable to one share of Common Stock, and of which the denominatorshall 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 theSecurities or Assets so distributed applicable to one share of Common Stock is equal to or greaterthan the Current Market Price of the Common Stock on the record date mentioned above, in lieu ofthe foregoing adjustment, adequate provision shall be made so that each holder of the Series 1Warrants shall have the right to receive the amount and kind of Securities or Assets which suchholder would have received had such holder exercised its Warrant immediately prior to the recorddate for the distribution of the Securities or Assets. Such adjustment shall become effectiveimmediately after the record date for the determination of shareholders entitled to receive suchdistribution.          (iii) In case the Company shall issue or sell any Common Stock (or rights, Options, warrantsor other Convertible Securities) (collectively, **“Additional Shares”**) at any time after the datehereof until November 25, 2005 without consideration or for a consideration per share (or having aexercise, exchange or exercise price per share) (such per share amount, the **“Sale Price”**) less thanthe greater of (A) the Current Market Price per share of Common Stock on the date preceding theearlier of the issuance or public announcement of the issuance of such Additional Shares of CommonStock and (B) the Exercise Price as of the date of such issuance of shares (or, in the case ofConvertible Securities, less than the greater of the Current Market Price or the Exercise Price, asthe case may be, as of the date of issuance of the rights, Options, warrants or other securities inrespect of which shares of Common Stock were issued) then, and in each such case, the ExercisePrice shall be reduced to an amount determined by multiplying (A) the Exercise Price in effect onthe day immediately prior to such date by (B) a fraction, the
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numerator of which shall be the sum of (1) the number of shares of Common Stock outstandingimmediately prior to such sale or issuance multiplied by the greater of (a) the then applicableExercise Price per share and (b) the Current Market Price per share of Common Stock on the datepreceding the earlier of the issuance or public announcement of the issuance of such AdditionalShares of Common Stock (the greater of (a) and (b) above hereinafter referred to as the **“AdjustmentPrice”**) and (2) the aggregate consideration receivable by the Company for the total number ofshares of Common Stock so issued (or into or for which the rights, Options, warrants or othersecurities are convertible, exercisable or exchangeable), and the denominator of which shall equalto the product of (I) the sum of (x) the total number of shares of Common Stock outstandingimmediately prior to such sale or issue and (y) the number of additional shares of Common Stockissued (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 theconsideration to be received by the Company shall be in a form other than cash, the fair marketvalue of such noncash consideration shall be utilized in the foregoing computation. Such fairmarket value shall be determined in good faith by the Board of Directors. Upon each suchadjustment of the Exercise Price hereunder, the number of Shares of Common Stock acquirable uponexercise of this Warrant shall be adjusted to the number of shares determined by multiplying theExercise Price in effect immediately prior to such adjustment by the number of shares of CommonStock acquirable upon exercise of this Warrant immediately prior to such adjustment and dividingthe product thereof by the Exercise Price resulting from such adjustment. An adjustment madepursuant to this subsection (iii) shall be made on the next Business Day following the date onwhich any such issuance is made and shall be effective retroactively to the close of business onthe date of such issuance. For purposes of this subsection (iii), the aggregate considerationreceivable 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 aggregateoffering price (before deduction of underwriting discounts or commissions and expenses payable tothird parties) of all such Common Stock, rights, warrants and Convertible Securities plus theaggregate amount (as determined on the date of issuance), if any, payable upon exercise or exerciseof 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, theconversion or exercise price thereof is reduced, such aggregate amount shall be recalculated andthe Exercise Price and the number of shares of Common Stock obtainable upon exercise of thisWarrant shall be adjusted retroactively to give effect to such reduction. On the expiration of anyoption or the termination of any right to convert or exchange any securities into AdditionalShares, the Exercise Price then in effect hereunder shall forthwith be increased to the ExercisePrice which would have been in effect at the time of such expiration or termination (but takinginto account other adjustments or potential made following the time of issuance of such Options orsecurities) had such option or security, to the extent outstanding immediately prior to suchexpiration or termination, never been issued and the number of shares of Common Stock obtainableupon exercise of this Warrant shall be correspondingly adjusted. If Common Stock is sold as a unitwith other securities, the aggregate consideration received for such Common Stock shall be deemedto be net of the fair market value (as determined by the Board of Directors in good faith) of suchother securities. The issuance or reissuance of (A) any shares of Common Stock or rights, warrantsor other Convertible Securities (whether treasury shares or newly issued shares) (1) pursuant to adividend or distribution on, or subdivision, combination or reclassification of, the outstanding
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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 orprogram of the Company involving the grant of Options or rights to acquire shares of Common Stockafter 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 ofIssuance; (4) pursuant to any securities issued to a bank or other similar financial institutionsolely 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 isgreater than the Exercise Price then in effect; (B) the Preferred Stock and any shares of CommonStock issuable upon conversion or exercise thereof, or (C) the Series 1 Warrants and any shares ofCommon Stock issuable upon exercise thereof, shall not be deemed to constitute an issuance ofCommon Stock or Convertible Securities by the Company to which this subsection (iii) applies. Noadjustment shall be made pursuant to this subsection (iii) in connection with any transaction towhich Section 2(b) applies.          (iv) For purposes of this Section 2(a), the number of shares of Common Stock at anytime outstanding shall not include any shares of Common Stock then owned or held by or for theaccount of the Company.          (v) All calculations of the Exercise Price pursuant to this Section 2(a) shall be madeto the nearest one one-hundredth of a cent. Anything in this Section 2(a) to the contrarynotwithstanding, (A) the Company shall not be required to give effect to any adjustment in theExercise Price unless and until the net effect of one or more adjustments (each of which shall becarried forward), determined as above provided, shall have resulted in a reduction of the ExercisePrice of at least 1%, and when the cumulative net effect of more than one adjustment so determinedshall be to reduce the Exercise Price by at least 1%, such reduction in Exercise Price shallthereupon be given effect and (B) in no event shall the then current Exercise Price be increased asa 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 ofCommon Stock (other than a reclassification to which Section 2(a)(i) shall apply), or incase 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 ofthe Company or any compulsory share exchange pursuant to which share exchange the shares of CommonStock are converted into other securities, cash or other property (each of the foregoing beingreferred to as a **“Transaction”**), this Warrant shall thereafter be exercisable for, in lieu of theshares of Common Stock issuable upon such exercise prior to consummation of such Transaction, thekind 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 intowhich the Warrant was exercisable for immediately prior to such Transaction (including, on a prorata basis, the cash, securities or property received by holders of Common Stock in any tender orexchange offer that is a step in such Transaction).          (ii) Notwithstanding anything contained herein to the contrary, the Company will not effectany Transaction unless, prior to the consummation thereof, (A) the Surviving Person shall agreethat the Series 1 Warrants shall be treated as provided in paragraph (i) of this Section2(b) and the agreements governing such Transaction shall so provide and (B) the
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Surviving Person thereof shall assume, by written instrument mailed, by first-class mail,postage prepaid, to each holder of the Series 1 Warrants at such holder’s address as it appears inthe records of the Company, the obligation to deliver to such holder such cash or other securitiesto which, in accordance with the foregoing provisions, such holder is entitled and such SurvivingPerson shall have mailed, by first-class mail, postage prepaid, to each holder of the Series 1Warrants at such holder’s address as it appears in the records of the Company, and an opinion ofindependent counsel for such Person stating that such assumption agreement is a valid, binding andenforceable agreement of the Surviving Person.          (c) In any case, if necessary, appropriate adjustment (as determined in good faith by theBoard of Directors) shall be made in the application of the provisions set forth in thisSection 2 with respect to rights and interests thereafter of the holders of the Series 1Warrants to the end that the provisions set forth herein for the protection of the purchase rightsof the Series 1 Warrants shall thereafter be applicable, as nearly as reasonably may be, to anysuch other shares of stock and other securities (other than the Common Stock) and propertydeliverable upon exercise of the Series 1 Warrants remaining outstanding with such adjustments inthe Exercise Price and the number of shares of Common Stock obtainable upon exercise of thisWarrant and such other adjustments in the provisions hereof as the Board of Directors shall in goodfaith determine to be appropriate. In case securities or property other than Common Stock shall beissuable or deliverable upon exercise as aforesaid, then all references in this Section 2shall be deemed to apply, so far as appropriate and as nearly as may be, to such other securitiesor property.          (d) If the Company shall pay any dividend or make any other distribution to the holders of itsCommon Stock (other than regularly quarterly dividends payable in cash) or shall offer forsubscription pro rata to the holders of its Common Stock any additional shares of stock of anyclass or any other right, or there shall be any Transaction, or there shall be a voluntary orinvoluntary dissolution, liquidation or winding up of the Company, then, in any one or more of saidcases the Company shall give at least 15 days prior written notice to the holders of the Series 1Warrants by first-class mail, postage prepaid, at their respective addresses as they shall appearin the records of the Company of the earlier of the dates on which (i) the books of the Companyshall close or a record shall be taken for such stock dividend, distribution or subscription rightsor (ii) such Transaction, dissolution, liquidation or winding up shall take place. Such noticeshall also specify that date as of which the holders of the Common Stock of record shallparticipate in said dividend, distribution of subscription rights or shall be entitled to exchangetheir 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 invalidateany action so taken.          Section 3. Reports as to Adjustments. Upon the occurrence of any event specified inSection 2(a) that would result in any adjustment of the Exercise Price, then, and in eachsuch case, the Company shall promptly deliver by first-class mail, postage prepaid, at theirrespective addresses as they shall appear in the records of the Company, a certificate signed bythe President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretaryor an Assistant Secretary of the Company setting forth in reasonable detail the event requiring theadjustment and the method by which such adjustment was calculated and specifying the
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Exercise Price then in effect and the number of shares of Common Stock obtainable uponexercise of the Series 1 Warrants following such adjustment. Where appropriate, such notice to theholders of the Series 1 Warrants may be given in advance and included as part of the noticerequired 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 NewYork 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, datedas of October 27, 1998, as amended, by and between the Company and The Bank of New York (successorto First Chicago Trust Company of New York), as Rights Agent.          **“Convertible Securities”**means any stock or securities (directly or indirectly, after thepassage 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 securitieson any date, shall mean the closing price per share of Common Stock or such other securities onsuch date and, when used with reference to shares of Common Stock or other securities for anyperiod, shall mean the average of the daily closing prices per share of Common Stock or such othersecurities for such period. The closing price for each day shall be the last sale price, regularway, or, in case no such sale takes place on such day, the average of the closing bid and askedprices, regular way, in either case as reported in the principal consolidated transaction reportingsystem 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 YorkStock Exchange, as reported in the principal consolidated transaction reporting system with respectto securities listed on the principal national securities exchange on which the Common Stock orsuch other securities are listed or admitted to trading or, if the Common Stock or such othersecurities are not listed or admitted to trading on any national securities exchange, the lastquoted sale price or, if not so quoted, the average of the high bid and low asked prices in theover-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 CommonStock or such other securities are not quoted by any such organization, the average of the closingbid and asked prices as furnished by a professional market maker making a market in the CommonStock or such other securities selected by the Board of Directors of the Company. If the CommonStock or such other securities are not publicly held or so listed or publicly traded, **“CurrentMarket Price”**shall mean the fair market value per share of Common Stock or of such othersecurities as determined by an independent investment banking firm with an established nationalreputation as a valuer of equity securities selected by the Company and reasonably acceptable tothe holders of a majority of the shares of Preferred Stock outstanding at the time.          **“Exercise Price”**shall mean $26.28.
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          **“Options”**means any rights, warrants or options to subscribe for or purchase Common Stock orConvertible Securities.          **“Person”**or **“person”**means any corporation, individual, limited liability company, joint stockcompany, joint venture, partnership, unincorporated association, governmental regulatory entity,country, state or political subdivision thereof, trust, municipality or other entity.          **“Purchase Agreement”**means the Preferred Stock and Warrant Purchase Agreement, dated as ofSeptember 21, 2002, by and among the Company and the investors listed in Schedule A thereto.          **“Surviving Person”**shall mean the continuing or surviving Person of a merger, consolidation orother corporate combination, the Person receiving a transfer of all or a substantial part of theproperties and assets of the Company, or the Person consolidating with or merging into the Companyin a merger, consolidation or other corporate combination in which the Company is the continuing orsurviving Person, but in connection with which the Preferred Stock, Series 1 Warrants or CommonStock of the Company is exchanged or converted into the securities of any other Person or the rightto receive cash or any other property.          **“Trading Day”**shall mean a day on which the principal national securities exchange on whichthe Common Stock is listed or admitted to trading is open for the transaction of business or, ifthe 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 entitlethe holder hereof to any voting rights or other rights as a stockholder of the Company. Noprovision hereof, in the absence of affirmative action by the Registered Holder to purchase CommonStock, and no enumeration herein of the rights or privileges of the Registered Holder shall giverise to any liability of such holder for the Exercise Price of Common Stock acquirable by exercisehereof or as a stockholder of the Company.          Section 6. Warrant Transferable. Subject to the transfer conditions referred to inthe legend endorsed hereon, if any, this Warrant and all rights hereunder are transferable, inwhole or in part, without charge to the Registered Holder, upon surrender of this Warrant with aproperly executed Assignment (in the form of Exhibit I) at the principal office of theCompany.          Section 7. Warrant Exchangeable for Different Denominations. This Warrant isexchangeable, upon the surrender hereof by the Registered Holder at the principal office of theCompany, for new Series 1 Warrants of like tenor representing in the aggregate the purchase rightshereunder, and each of such new Series 1 Warrants shall represent such portion of such purchaserights as is designated by the Registered Holder at the time of such surrender. The date theCompany initially issues this Warrant shall be deemed to be the **“Date of Issuance”**hereofregardless of the number of times new certificates representing the unexpired and unexercisedpurchase rights formerly represented by this Warrant shall be issued. All Series 1 Warrantsrepresenting portions of the purchase rights hereunder are referred to herein as the **“Series 1Warrants.”**
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          Section 8. Replacement. Upon receipt of evidence reasonably satisfactory to theCompany (an affidavit of the Registered Holder shall be satisfactory) of the ownership and theloss, theft, destruction or mutilation of any certificate evidencing the Series 1 Warrants, and inthe case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactoryto the Company (provided that if the holder is a financial institution or other institutionalinvestor its own agreement shall be satisfactory), or, in the case of any such mutilation uponsurrender of such certificate, the Company shall (at its expense) execute and deliver in lieu ofsuch certificate a new certificate of like kind representing the number of Series 1 Warrants ofsuch class represented by such lost, stolen, destroyed or mutilated certificate and dated the dateof such lost, stolen, destroyed or mutilated certificate.          Section 9. Notices. Except as otherwise expressly provided hereunder, all noticesreferred 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, chargesprepaid, and shall be deemed to have been given when so mailed or sent (i) to the Company, at itsprincipal executive offices, Attention: General Counsel and (ii) to any Registered Holder, at suchholder’s address as it appears in the stock records of the Company (unless otherwise indicated byany such holder).          Section 10. Amendment and Waiver. Any provision of this Warrant may be amended ormodified in whole or in part at any time by an agreement in writing among the Company and theholder of this Warrant. No failure on the part of either the Company or the holder of this Warrantto exercise, and no delay in exercising, any right shall operate as a waiver thereof nor shall anysingle or partial exercise by either the Company or the holder of this Warrant of any rightpreclude any other or future exercise thereof or the exercise of any other right.          Section 11. Descriptive Headings; Governing Law. The descriptive headings of theseveral Sections and paragraphs of this Warrant are inserted for convenience only and do notconstitute a part of this Warrant. References in this Warrant to Sections and Exhibits arereferences to Sections of, and Exhibits to, this Warrant unless otherwise noted. The corporationlaws of the State of Delaware shall govern all issues concerning the relative rights of the Companyand its stockholders. All other questions concerning the construction, validity, enforcement andinterpretation 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 theState of Delaware or any other jurisdictions) that would cause the application of the laws of anyjurisdictions other than the State of Delaware.          Section 12. Severability. Should any part of this Warrant for any reason be declaredinvalid, such decision shall not affect the validity of the remaining portion, which remainingportion shall remain in full force and effect as if this Warrant had been executed with the invalidportion thereof eliminated, and it is hereby declared the intention of the Company hereto that itwould have executed the remaining portion of this Warrant without including therein any such partsor parts which may, for any reason, be hereafter declared invalid.          Section 13. Entire Agreement. This Warrant and the Letter Agreement and the documentsdescribed herein and therein or attached or delivered pursuant hereto or thereto set
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forth the entire agreement between the Company and the Registered Holder with respect to thetransactions contemplated by this Warrant.* * * * * *
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          IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its dulyauthorized officers under its corporate seal and to be dated the Date of Issuance hereof.       R.H. DONNELLEY CORPORATION       By:           Name: