**Exhibit 10.19****STOCK APPRECIATION RIGHTS GRANT AGREEMENT**     STOCK APPRECIATION RIGHTS AGREEMENT (this “**SAR Agreement**”) made as of the date specified onAnnex A attached hereto (the “**Grant Date**”), between R.H. Donnelley Corporation, a Delawarecorporation (the “**Company**”), and the undersigned individual (the “**Participant**”), pursuant to theR.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time totime, the “**2005 Plan**”), a copy of which you may access electronically on the RHD Intranet under“Human Resources”. Unless otherwise defined herein, the terms defined in the 2005 Plan shall havethe same defined meanings in this SAR Agreement.     In consideration of the mutual covenants hereinafter set forth and for other good and valuableconsideration, the validity and sufficiency of which are hereby acknowledged, the parties hereto,intending to be legally bound hereunder, agree as follows:     1. **Grant of SAR**. The Company hereby grants to the Participant the right to receivethe aggregate dollar value of appreciation (collectively, **“Appreciation"**) in the Fair Market Valueof the Company’s Common Stock on the number of shares (the **“Granted Shares"**) specified on Annex A,computed as the difference between (a) the aggregate Fair Market Value of the Granted Shares on theGrant Date (the **“Grant Price"**) and (b) the aggregate Fair Market Value of the Granted Shares on theExercise Date (as defined below) (the **“Appreciation Price"**). This grant shall be referred to as theSAR. Such Appreciation shall be payable only in Paid Shares (as defined below). This SAR is in allrespects limited and conditioned as hereinafter provided, and is subject to the terms andconditions of the 2005 Plan (which terms and conditions are and automatically shall be incorporatedherein by reference and made a part hereof and shall control in the event of any conflict with anyterms of this SAR Agreement).     2. **Term**. Unless earlier terminated pursuant to the 2005 Plan or this SAR Agreement,this SAR shall expire on the expiration date specified on Annex A (the “**Expiration Date**”), which isthe seventh anniversary of the Grant Date. This SAR shall not be exercisable on or after theExpiration Date.     3. **Exercise of SAR**. Unless otherwise specified on Annex A, this SAR may be exercisedin three equal installments of the Shares on each of the first three anniversaries of the GrantDate, so that this SAR shall be exercisable as to all Shares on the last such anniversary. Anyportion of this SAR that becomes exercisable in accordance with the foregoing shall remainexercisable, subject to the 2005 Plan or this SAR Agreement (including without limitation Paragraph8), until the Expiration Date or until other termination of this SAR in accordance with the 2005Plan. Prior to the exercise of this SAR and delivery of the resulting Shares, the Participantshall not have any rights of a stockholder with respect to this SAR or the Shares subject to thisSAR.     4. **Method of Exercising SAR**.     (a) Subject to the terms and conditions of the 2005 Plan and this SAR Agreement, this SARmay be exercised upon written notice to the Company at its principal office, which is currentlylocated at 1001 Winstead Drive, Cary, NC, 27513. Such notice (a suggested form of which isattached as Annex B) shall state the Participant’s election to exercise this SAR and the number ofGranted Shares with respect to which it is being exercised, and shall be signed by the Participant(or permitted assignee or legal representative).
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     (b) Upon receipt of such notice, the Company, as promptly as practicable, shall deliveror cause to be delivered a certificate or certificates representing (a) such number of Sharescalculated by dividing (i) the portion of the Appreciation (including all) applicable to the numberof Granted Shares to which this SAR is so exercised by (ii) the Fair Market Value of R. H.Donnelley Common Stock on the date such notice was received by the Company (the **“Exercise Date"**),less (b) any shares withheld to satisfy obligations for the payment of withholding taxes and othertax obligations relating to this SAR, as specified in paragraph 10 (the sum of (a) less (b) beingreferred to herein as the **“Paid Shares"**). The certificate or certificates for the number of PaidShares so determined shall be registered in the name of the person or persons so exercising thisSAR (or, if this SAR shall be exercised by the Participant and if the Participant shall so requestin the notice exercising this SAR, shall be registered in the name of the Participant and theParticipant’s spouse, jointly, with right of survivorship or a trust established by the Participantfor estate planning purposes) and shall be delivered as provided above to or upon the written orderof the person or persons exercising this SAR. In the event this SAR is exercised by any person orpersons after the legal disability or death of the Participant, such notice shall be accompanied byappropriate proof of the right of such person or persons to exercise this SAR. All Paid Sharesthat shall be delivered upon the exercise of this SAR as provided herein shall be fully paid andnon-assessable by the Company.     5. **Shares to be Purchased for Investment**. In the event the offer and sale of Sharessubject to this SAR are not covered by a then effective registration statement under the SecuritiesAct of 1933, as amended (the “**Securities Act**”), the Company may require as a condition to anyexercise of this SAR that the Participant (or other person entitled to exercise this SAR) deliverto the Company an investment representation statement, as well as any other documentation orinformation as the Committee shall reasonably request. The Company shall be entitled to restrictthe transferability of the Shares issued upon any such exercise to the extent necessary to avoid arisk of violation of the Securities Act or of any state laws or regulations. Such restrictionsmay, at the discretion of the Company, be noted or set forth in full on the Share certificatesissued upon exercise of this SAR.     6. **Non-Transferability of SAR; Forfeiture**.     (a) Neither this SAR nor the Granted Shares subject thereto shall be pledged,hypothecated or otherwise encumbered or subject to any lien, obligation or liability of theParticipant to any party (other than the Company or its subsidiary or affiliate), or assigned ortransferred by the Participant, other than by will or the laws of descent and distribution or to aBeneficiary upon the death of the Participant, and during the lifetime of the Participant, this SARshall be exercisable only by the Participant or his or her guardian or legal representative, exceptthat this SAR may be transferred to one or more transferees during the lifetime of the Participantand may be exercised by such transferees in accordance with the terms of this SAR, but only if andto the extent such transfers are permitted by the Committee, subject to any terms and conditionswhich the Committee may impose thereon (including limitations the Committee may deem appropriate inorder that offers and sales of Shares will meet applicable requirements of registration forms underthe Securities Act specified by the Securities and Exchange Commission). A Beneficiary, transfereeor other person claiming any rights under the 2005 Plan from or through the Participant shall besubject to all terms and conditions of the 2005 Plan and this SAR Agreement, except as otherwisedetermined by the Committee, and to any additional terms and conditions deemed necessary orappropriate by the Committee.
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     (b) This SAR, any Shares delivered hereunder and any gains realized upon exercise of thisSAR are subject to forfeiture under certain circumstances in accordance with Section 11 of the 2005Plan.     7. **Termination of Employment**.     (a) *Exercisability Upon Termination by Death, Disability or Retirement*. If theParticipant’s employment by the Company or any subsidiary or affiliate terminates by reason ofdeath, Disability (as defined below) or Retirement (as defined below), this SAR may be exerciseduntil the earlier to occur of one year after the date of such termination or the Expiration Date,to the full extent of this SAR, regardless of the extent to which it was exercisable at the time ofsuch death, Disability or Retirement; provided, however, that in the event of Early Retirement (asdefined below), the entire vested portion and 50% of any unvested portion of this SAR shall beexercisable during such period. Upon expiration of any such post-termination exercise period, thisSAR shall terminate.     (b) *Effect of Other Termination*. Unless otherwise determined by the Committee, if theParticipant’s employment by the Company or any subsidiary or affiliate terminates for any reason,other than death, Disability or Retirement or for Cause, this SAR shall be exercisable during theperiod of 90 days after such termination or until the Expiration Date, whichever period is shorter,but only to the extent to which this SAR was exercisable at the time of such termination. If suchtermination is for Cause, then this SAR shall terminate upon such termination, unless otherwisedetermined by the Committee. Upon expiration of any such post-termination exercise period, thisSAR shall terminate.     (c) *Definitions*. The term “**Disability**” shall have the meaning defined for such term in thelong-term disability plan of the Company, as in effect from time to time, and the term “**Retirement**”shall mean your termination after your attaining (i) age 50 years with 20 years of service with theCompany or any of its subsidiaries or affiliates (“**Early Retirement**”), (ii) age 55 years with 10years of service with the Company or any of its subsidiaries or affiliates or (iii) age 65 yearswithout regard to years of such service.     8. **Change in Control**. Notwithstanding Section 10 of the 2005 Plan, upon a Change inControl, this SAR shall terminate automatically with respect to all unvested Shares covered by thisSAR at that time and the Participant shall be entitled to an amount of cash equal to the excess ofthe Change in Control Price over the Grant Price, multiplied by the number of unvested Sharescovered by this SAR, and all vested Shares covered by this SAR shall remain subject to and governedby Section 10 of the Plan. In addition, any and all performance conditions specified hereinshall automatically be deemed satisfied with respect to all Shares covered by this SAR at thegreater (more favorable to Participant) of (a) the performance required to achieve the target awardat 100% or (b) performance to date assuming it would have continued at the same level over theremainder of the performance period. Notwithstanding the foregoing, the transactions contemplatedby that certain Preferred Stock and Warrant Purchase Agreement, dated as of September 21, 2002, byand among the Company and the investors listed therein (as amended and supplemented to date andfrom time to time, the “Preferred Stock and Warrant Purchase Agreement”), including, withoutlimitation, the initial issuance of the Preferred Shares and the Warrants (each as defined in thePreferred Stock and Warrant Purchase Agreement) and any other issuances or other matters providedtherein, shall not constitute a Change in Control as defined in Section 10(c) of the 2005 Plan.
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     9. **No Guarantee of Continued Employment or Other Service**. THE PARTICIPANTACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO PARAGRAPH 3 IS EARNED ONLY BYCONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEINGGRANTED THIS SAR OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREESTHAT THIS SAR AGREEMENT AND THE VESTING PROVISIONS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS ORIMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALLNOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT TO TERMINATE OR THE COMPANY’S RIGHT TOTERMINATE THE PARTICIPANT AT ANY TIME, WITH OR WITHOUT CAUSE.     10. **Withholding**. The Company and any subsidiary or affiliate is authorized towithhold from the distribution of Paid Shares relating to this SAR, amounts of withholding andother taxes due or potentially payable in connection with any transaction involving this SAR, andto take such other action as the Committee may deem advisable to enable the Company and theParticipant to satisfy obligations for the payment of withholding taxes and other tax obligationsrelating to this SAR. This authority shall include authority to withhold or receive Stock or otherproperty and to make cash payments in respect thereof in satisfaction of a Participant’swithholding obligations, either on a mandatory or elective basis in the discretion of theCommittee. Notwithstanding any provision in the 2005 Plan to the contrary, only the minimum amountof Stock deliverable in connection with this SAR necessary to satisfy statutory withholdingrequirements will be withheld.     **11. ****Governing Law; Entire Agreement; SAR Surrender**.     (a) The validity, construction and effect of this SAR Agreement shall be determined inaccordance with the laws of the State of Delaware, without giving effect to principles of conflictsof law, and applicable provisions of federal law.     (b) The 2005 Plan and this SAR Agreement constitute the entire agreement of the parties withrespect to the subject matter hereof and supersede in their entirety all prior undertakings andagreements of the Company and the Participant with respect to the subject matter hereof. Anymodification of this SAR Agreement must be in writing signed by the Company (oral statements by anyperson cannot modify this SAR Agreement). Decisions of the Committee with respect to theadministration and interpretation of the 2005 Plan and this SAR Agreement shall be final,conclusive and binding on all persons interested therein.     (c) As a condition to the right to exercise this SAR, the Participant must not havetheretofore delivered to the Company a written document signed by the Participant surrendering theSAR to the Company.IN WITNESS WHEREOF, the Company has caused this SAR Agreement to be duly executed by its dulyauthorized officers and the Participant has executed this SAR Agreement, each on Annex A,as of the Grant Date.
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