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Exhibit 14 R.H. DONNELLEY CORPORATION
POLICY ON BUSINESS CONDUCT




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TABLE OF CONTENTS Chairmans Letter
    
    
    1Statement of Values
    
    
    2Policy on Business Conduct
    
    
    3Complying with Applicable Laws
    
    
    3Observing the Ethical Standards of Society
    
    
    3Loyalty to R.H. Donnelley
    
    
    3Failure to Comply; Reporting Violations; Non-Retaliation
    
    
    4Duty of Managers
    
    
    4Questions and Answers
    
    
    5Employee Diversity
    
    
    6Harassment
    
    
    6Sexual Harassment
    
    
    6Questions and Answers
    
    
    7Employee Privacy
    
    
    8Questions and Answers
    
    
    8Ethical Business Practices
    
    
    8Unfair Trade Practices; Deception and Fraud
    
    
    8Questions and Answers
    
    
    9Bribery
    
    
    10Questions and Answers
    
    
    11Licensing and Advertising Guidelines
    
    
    11Misappropriation of Proprietary Property
    
    
    11Questions and Answers
    
    
    12Unauthorized Copying or Use
    
    
    13Questions and Answers
    
    
    14Environment, Health & Safety
    
    
    14Document Creation and Retention
    
    
    15Books and Records
    
    
    15Accounting, Auditing and Public Reporting Matters
    
    
    16Questions and Answers
    
    
    17Foreign Corrupt Practices Act
    
    
    18Antitrust and Competition
    
    
    18
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TABLE OF CONTENTS Dealing with Competitors
    
    
    19Dealing with Customers and Suppliers
    
    
    19Other Anti-Competitive Practices
    
    
    20Social Discussions and Company Communications
    
    
    21Questions and Answers
    
    
    23Conflicts of Interest
    
    
    24Positions with Outside Companies
    
    
    25Employees as Consultants
    
    
    25Purchases
    
    
    26Safeguarding Assets; Use of Company Resources and the Internet
    
    
    26Confidential Information and Trade Secrets
    
    
    27Communications with Attorneys
    
    
    27Gifts and Entertainment
    
    
    28Questions and Answers
    
    
    29Insider Trading
    
    
    30Generally
    
    
    30Speculative Transactions
    
    
    31Questions and Answers
    
    
    31Communications Outside of the Company
    
    
    33Political and Community Activities
    
    
    33Data Privacy
    
    
    34How We Solve Ethical Issues
    
    
    34Policy Administration
    
    
    35Administration
    
    
    35Interpretation
    
    
    35Training
    
    
    35Attestation
    
    
    36Conflict with Other Policies
    
    
    36Reporting of Potential Violations
    
    
    36Seeking Guidance
    
    
    37Disciplinary Policy; At Will Employment
    
    
    37Audits, Investigations, Remedial Action and Certifications
    
    
    37Requests for Exception
    
    
    38Useful Contact Information
    
    
    39
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CHAIRMANS LETTER To Our Employees: Integrity in every aspect of the way we conduct our business is a key element of our corporate
culture. We never want anyone in our organization to compromise sound standards of ethical behavior
even if that action is based upon a sincere belief that it might actually help us improve our
financial or operational performance. We place a high value on honesty, fair dealing and ethical
business practices. Let us do our best each day to maintain our exceptional standards. In doing so,
we will contribute immensely to the success of our customers, employees, communities, stockholders
and our Company. This Policy is designed to help you understand what R.H. Donnelley expects of you in terms of
ethical and legal business conduct. Please read it carefully and keep it handy for reference in the
event that ethical or legal issues arise. It does not address every ethical or legal issue, but the
basics are covered to facilitate your general understanding. In addition, to help resolve ethical
questions not covered in this document, we have included a simple procedure for you to follow under
the heading How We Solve Ethical Issues. We are confident that it will help you make the right
decisions. If a potential course of action seems questionable, always seek guidance before you act. We
encourage and demand open communications regarding any possible violation of our ethical principles
and business practices and forbid retaliation of any kind. We clearly want you to be sensitive to
situations that could result in illegal, unethical or improper conduct. You also should be alert to
activities that even lookimproper. If in doubt, err on the safe side and seek guidance or
encourage others to do so before anyone acts. R.H. Donnelleys reputation is in the hands of all of us. Let us strive to continually demonstrate
fairness, integrity, professionalism and honesty  the hallmark of our Company since Reuben H.
Donnelley founded our Company over a century ago. -s- David C. Swanson David C. Swanson
Chairman and Chief Executive Officer 1




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STATEMENT OF VALUES The mission of R.H. Donnelley is to provide innovative, cost-effective advertising and
marketing solutions to local businesses in order to help them enhance their profitability. All of
the human and financial resources of our Company, the honesty, integrity, skills and dedication of
our employees and the quality of our products and services will always be deployed in a way so as
to maximize the ability of our customers to succeed. By doing this in accordance with our shared
values relating to ethics, customers, constructive change, community, ourselves and our
stockholders, we are confident that we will all abundantly succeed. Ethics We will abide by the highest standards of ethical conduct, fairness, honesty, responsibility and
integrity, so that in all of our relationships we can take pride in ourselves, our co-workers, our
individual departments and business units and in R.H. Donnelley. Customers We will strive relentlessly not simply to meet, but to exceed, our customers expectations. Our
goal is to provide what our customers demand with responsiveness, accuracy, completeness and speed,
by offering unparalleled service at a reasonable price. Constructive Change Our growth as a company, as individuals and as professionals will be inexorably linked with our
ability to stimulate, foresee and promptly react to the ever-changing business and cultural
environments in which we operate. Our ability to be innovative and proactive with respect to
constructive change will be one of the foremost strengths of our Company. Community We will proudly serve the civic and charitable needs of the communities in which we live and work
and always conduct ourselves, both at and away from work, in a manner that enhances our reputation
in our communities and instills trust and pride in us within our communities. Ourselves We will respect and treat each other with dignity and tolerance, as individuals who yearn for the
opportunity to contribute and succeed. We will hold ourselves personally accountable and
responsible to both our employees and our customers for quality, integrity and continuous
improvement in all the work that we do. Stockholders We will accept responsibility for being effective stewards of our stockholders resources and
zealous advocates of our stockholders interests, so that through our operational and financial
performance they are properly rewarded for their trust and investment in R.H. Donnelley and are
equally proud of our accomplishments. Living and working in accordance with these values and continually building both customer and
employee satisfaction will create a rewarding work environment, as well as value for our
stockholders. 2




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POLICY ON BUSINESS CONDUCT Since 1886, when R.H. Donnelleys original business was founded, RHD employees have built a
reputation for the highest standards of integrity and responsibility. It is the duty of each of us
to enhance and never tarnish that image. We owe that duty first and foremost to ourselves and our
fellow employees, as well as to RHDs stockholders and customers and everyone else with whom we
deal. We should, in short, always conduct ourselves in such a way as to make the Company and each
of us proud. Just as ethics have guided our cherished past, ethics will guide our exciting future. This document is designed to introduce you to certain basic principles and to help you understand
how you should apply these principles in your daily business activities. This Policy on Business
Conduct confirms the basic elements of honesty, integrity, fairness, responsibility,
professionalism and good judgment that all RHD employees are expected to observe. It is not a
comprehensive rulebook, rather it is a statement of the way that RHD does business, reflecting our
core values and undying commitment to doing the right thing in all that we do. All of our
policies are based heavily on trust and respect for the individual. We understand that ethical
business conduct depends upon the cooperation and emphatic support of all of us and we are
confident that all of you will do your fair share in this important endeavor. References throughout this Policy to R.H. Donnelley, RHD, the Company, and us mean R.H.
Donnelley Corporation and all of our divisions, business units and subsidiaries, and references to
manager means Manager, General Manager, Supervisor, Team Leader, Process Leader, Group Leader,
Director, Assistant Vice President, Vice President, and/or President, as appropriate, and any other
person with supervisory authority over, and/or responsibility for, your work at the Company.
Nothing in this document is intended to create any right or entitlement for a third party and no
third party has any right to rely on the contents hereof. Complying with Applicable Laws You must not take any action on behalf of R.H. Donnelley that violates the letter or spirit of any
law or regulation. You must strictly comply with all laws and regulations whether or not they apply
to the Companys business. Violations of law can result in heavy fines, jail terms, expensive
lawsuits and other serious consequences to both you and the Company, including compromising the
reputation we have worked so hard to build and will endeavor to maintain. Observing the Ethical Standards of Society As stated above in R.H. Donnelleys Statement of Values, you must maintain the highest standards of
personal ethics, responsibility and integrity so that in all our relationships we can have pride in
ourselves and in our Company. Loyalty to R.H. Donnelley You must avoid any action that would put your own interests in conflict with the best interests of
R.H. Donnelley and its stockholders. Your personal and outside business interests and relationships
must not affect your judgment with respect to business decisions that
you make on behalf of R.H.
Donnelley. 3




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Failure to Comply; Reporting Violations; Non-Retaliation No business transaction or other conduct that violates or that is otherwise inconsistent with these
principles and/or the following policies will be tolerated. Illegal or unethical conduct cannot be
justified by claiming that it benefited the Company (even if true, its irrelevant) or was directed
by a higher authority within the organization. No one at RHD is authorized to conduct themselves or
direct others in a manner inconsistent with this Policy. Likewise, employees cannot use other
employees or contractors, agents, consultants, family members or other third parties to perform any
act prohibited by this Policy. Violators will be subject to disciplinary action, which may include, among other things, immediate
termination of employment for cause. If you become aware of a violation of the principles, policies
or procedures set forth herein, you should immediately report the nature of the violation and the
name of the violator, if known, to your manager, your department head, a representative of the
Human Resources or Legal Departments or contact our Ethics Hotline either electronically through
EthicsPoint or by calling 888-310-1194. EthicsPoint offers complete anonymity if you so desire.
Where appropriate, you may also contact our Disclosure Committee, Internal Audit department,
external auditors or independent members of our Board of Directors. See the last page of this
Policy for contact information for all of these reporting channels. However, generally such matters should first be raised with immediate supervisors. This may provide
valuable insights or perspectives for both the employee and the manager and helps develop constructive relationships and skill sets. It also
encourages resolution of the matter within the appropriate work unit and may prevent inappropriate
escalation of immaterial matters. If you do not feel comfortable bringing a matter to the attention
of your manager or do not believe that your manager has dealt with the matter properly, you
certainly should raise the matter with the appropriate department head or function head or, if
necessary, the other reporting channels described above. The most important point is that possible
violations should be reported promptly and that the Company supports all of these means for
reporting them. As described below, the Company has and enforces a strict non-retaliation policy. You will not be penalized for reporting a violation in good faith or for cooperating in the
investigation or remediation of such a violation. Furthermore, retaliation, or threats of
retaliation, against a person who reports a possible violation or who cooperates in any such
investigation or remediation will not be tolerated. Failure to report violations or to fully
cooperate in any investigation of suspected or reported violations or in any remedial or
disciplinary action, or engaging in any retaliatory conduct, may also subject you to such
disciplinary action. See Policy Administration  Reporting of Potential Violations and  -
Disciplinary Policy; At Will Employment. Duty of Managers Managers have an additional responsibility to serve as a role model for others within their
organizations, to exemplify the highest standards of ethical conduct and to encourage open dialogue
regarding the ethical and legal ramifications of business decisions and actions. They are also
charged with ensuring that this Policy and all Company policies are communicated to, and understood
and observed by, their entire organization. The remainder of this document describes specific areas of law and Company policies that are most
likely to be implicated by the work of R.H. Donnelley employees. To avoid even the appearance of
impropriety, in many cases, the Companys policies go beyond what the strict letter of the law 4




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requires. This Policy is not all-inclusive, nor are you expected to become a legal expert by
reading this document. However, this document will alert you to significant legal and ethical
issues that can arise in your job and instruct you how to deal with them. If in doubt about an
issue, consult your manager, a Human Resources representative, the Legal Department or contact our
Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194. Problems can
usually be minimized by seeking advice earlier rather than later when it may become more difficult
to reverse damage that has already occurred. See How We Solve Ethical Issues below for a helpful
process you can use to consider and resolve potential issues. Questions and Answers Q: To whom does this Policy apply? A: The Policy on Business Conduct applies to all Company employees (including part-time and
seasonal workers as well as interns), including the CEO, senior financial officers and other
members of senior management, as well as the Board of Directors. All Company employees will be
required to periodically sign or electronically acknowledge an Attestation certifying that they
have received this Policy, read and understood it and agree to abide by it. Q: What should I do if I learn about a legal or ethical violation? A: If you believe that a law, this Policy, or any other Company policy has been violated, please
contact your manager, your department head, a representative of the Human Resources or Legal
Departments or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194. Sometimes you may not be comfortable approaching someone in your own department or
may wish to remain anonymous. This may be the case, for example, if you have been asked by your
manager to do something you believe might violate a law or this Policy. In this event, you may call
the Human Resources or Legal Departments, contact our Ethics Hotline or, where appropriate,
depending on the nature of the violation or inquiry, contact our Disclosure Committee, Internal
Audit department, external auditors or independent members of our Board of Directors. See the last
page of this Policy for contact information for all of these reporting channels. We will maintain
confidentiality and anonymity to the greatest extent practicable under the circumstances.
EthicsPoint, our web-based reporting tool, offers complete anonymity if you so desire. Q: Wont reporting a suspected violation subject me to retaliation? A: Retaliation, or threats of retaliation, against any person who reports in good faith a possible
violation of law or Company policy is strictly forbidden and will not be tolerated. Retaliation, or
threats of retaliation, will subject the violator to disciplinary action, which may include, among
other things, immediate termination of employment for cause. However, this retaliation policy will
not shield any participant in wrongdoing from disciplinary action for improper conduct. Q: What should I do if I need guidance on an issue? A: Never hesitate to seek guidance. Always err on the safe side  there are no dumb questions in
this area. Your Human Resources representative is a great resource for you to use when you need
guidance. You may also consult with the Legal Department or contact our Ethics Hotline either
electronically through EthicsPoint or by calling 888-310-1194. Contact information is included on the last page of this
document. Again, confidentiality and anonymity will be maintained to the greatest extent
practicable. 5




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If you would rather write to report a violation or seek guidance, please address your letter to: Ethics HotlineR.H. Donnelley CorporationOne Manhattanville RoadPurchase, New York 10577
 Please indicate how you prefer to be contacted, should the need arise. All written correspondence
will be reviewed by the Vice President, Human Resources and the General Counsel and shared with the
Chairperson of the Corporate Governance Committee and/or Audit and Finance Committee of our Board
of Directors. EMPLOYEE DIVERSITY R.H. Donnelleys success has always reflected the individual and collective ability of our
dedicated employees. The Company employs, trains, promotes and compensates individuals based upon
job-related qualifications and abilities, without regard to race, color, religion, national origin,
sex, age, disability or any other characteristic protected by law. Our goal is to build an organization that rewards superior performance and encourages the full
participation of all members of our diverse work force and that enables them to utilize the full
range of their various talents, skills and abilities in the service of our customers and
stockholders. We expect each of our employees to be treated with respect, tolerance and dignity and
to extend that exact same treatment to our customers, colleagues and competitors alike. Throughout
R.H. Donnelley, we are fully committed to providing equal opportunity in employment, promotion,
transfer, salary administration, benefit plans and training programs without regard to race, color,
religion, national origin, sex, age, disability or any other characteristic protected by law. R.H.
Donnelley firmly believes that equal employment opportunity is essential for the continued success
of our business, and we are firmly committed to it. R.H. Donnelley is committed to providing a supportive work environment, free of unlawful
discrimination or any form of harassment. To further this goal, it is the policy throughout R.H.
Donnelley that no form of unlawful discriminatory, abusive conduct or harassment by or toward any
employee will be tolerated. Harassment It is the policy throughout R.H. Donnelley to promote and maintain a safe and healthy work
environment in which all employees are treated with respect and dignity. Discrimination and/or
harassment of any form is potentially illegal and, consequently, strictly prohibited by the
Company. This policy applies not only to the work place, but also at all Company-sponsored events. Sexual Harassment Sexual harassment is one, but not the only, form of prohibited conduct. No associate, female or
male, should be subjected to unwelcome sexual overtures or advances, whether physical, verbal or
written. One or any combination of the following three criteria determines whether conduct
constitutes sexual harassment: 6




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
    
    If submission to the conduct is either an expressed or implied term or condition of
employment.
    
    If submission to, or rejection of, the conduct is used as the basis for an employment decision
affecting the person to whom the conduct is directed.
    
    If the conduct has the effect of unreasonably interfering with the affected persons work
performance or creating an hostile or abusive work environment. Sexual harassment can include any activity that creates a hostile or offensive environment, whether
such activity is intentional or not, happens during or outside normal business hours or is carried
out by a manager, co-worker, customer or vendor. This could include such conduct as displaying
pin-up calendars or sexually demeaning pictures or screen savers, telling sexually oriented
jokes, making sexually offensive remarks or engaging in unwanted sexual teasing, or subjecting
another employee to pressure for dates, sexual advances or unwelcome touching. The bottom line is
that R.H. Donnelley expects courteous, mutually respectful, non-coercive, and non-sexual
interaction between employees. Engaging in a romantic relationship with someone within your reporting structure exposes the
Company to serious risk and is therefore strongly discouraged. If such a situation develops, the
supervisory level employee must work with their manager or Human Resources to promptly eliminate
the reporting relationship. See the R.H. Donnelley Human Resources Employee Handbook for the Companys full policy regarding
sexual harassment. Questions and Answers Q: What should employees and managers do to prevent sexual harassment? A: Each manager and employee has an affirmative duty to try to keep his or her workplace free of
sexual harassment and intimidation. Managers must make it clear that no one is required to endure
insulting, degrading or exploitive treatment, sexual or otherwise. In addition, managers should
immediately report to the Human Resources Department any complaints they receive from their
employees concerning sexual or other harassment, and follow any instructions from the Human
Resources or Legal Departments regarding investigating complaints or enforcing this Policy. Q: What should I do if I have a discrimination or harassment problem? A: If you feel you are having a problem with an individual, you should inform the individual that
you believe they are subjecting you to discrimination and/or harassment and report such behavior by
promptly talking to your manager or another manager, your department head, a Human Resources
representative, the Legal Department or contact our Ethics Hotline either electronically through
EthicsPoint or by calling 888-310-1194. You can talk to any of these groups without any fear of
reprisal or retaliation. All allegations of unlawful discrimination or harassment will receive a
prompt, thorough and impartial investigation by the Human Resources and/or Legal Departments in
accordance with R.H. Donnelley policies and procedures. All information will be held in confidence
to the extent possible, consistent with the rights of the accuser and the accused. 7




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Employee Privacy While we respect each others privacy, R.H. Donnelley also must ensure an efficient and legally
compliant work environment. To that end, you should have no expectation that your communications at
work or using Company facilities will be private. RHD has the absolute right to monitor or review
workplace communications, including internet, e-mail, telephone and voicemail communications, for
any reason, with or without notice. RHD also has the right to search employees work spaces at any
time, for any reason, with or without notice. See also Conflicts of Interest  Safeguarding
Assets; Use of Company Resources and the Internet. Questions and Answers Q: When I was away on vacation, my supervisor accessed my e-mail system. I had several personal
messages that she may have seen. Does she have the right to access my e-mail system without my
permission? A: Yes, RHD reserves the right to review your e-mail for any reason. Your Company e-mail account
belongs to the Company and should be used solely for
business purposes. While infrequent, incidental personal use may be acceptable, you have no right
to expect any privacy with respect to personal items. ETHICAL BUSINESS PRACTICES R.H. Donnelleys Statement of Values requires that employees conduct themselves according to the
highest standards of integrity, fairness, responsibility, professionalism, and business ethics. You
must never let any misguided sense of corporate loyalty lead you to disobey the law or customary
ethical standards. Besides being the right thing to do morally, ethical conduct makes good
business sense. Customers, suppliers and others may choose not to do business with us if they feel
we have mistreated them or are unethical business people. Business conduct is also regulated by many laws. The laws most relevant to our business deal with
fraud, deceptive acts, bribery, licensing, misappropriation of proprietary property, workplace
health and safety and books and records. These areas are discussed below. In a later section, we
will address laws relating to anti-competitive business practices and how they relate to us. Unfair Trade Practices; Deception and Fraud In our highly competitive marketplace, R.H. Donnelley will achieve a competitive advantage by
accurately representing our products, services, benefits and prices. Anytime we make a promise we
cant keep, some hard-earned customer trust and loyalty is lost, and our valuable reputation is
tarnished. You should avoid creating misleading impressions, omitting important facts or making
false claims about our or our competitors offerings. While RHD needs to aggressively market its
products and services, we must do so within the confines of ethical business practices and
applicable laws. No illegal or unethical activity to obtain business, including offering bribes or
kickbacks, is ever acceptable. Our reputation will be enhanced by fair and honest business
practices. Accordingly, you must not engage in any form of unfair, fraudulent or deceptive practice
against the Company or any customer, supplier, co-worker, competitor or any other third party.
Generally speaking, a practice can be unfair, even if it is not deceptive, if it is exploitive or
inequitable and if, in addition to being morally objectionable, it is also seriously detrimental to
the Company, co-workers, 8




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consumers, competitors or others. The basis of deception or fraud is a misrepresentation, which in
its simplest form is a statement  whether made in writing, orally or electronically  that is
not true or complete. In order to avoid any suggestion of deception or fraud, you should note the following:  
    
    Representations as a whole can be misleading, even though every statement considered
separately is literally true.
    
    Failure to disclose important additional or qualifying information may be a
misrepresentation.
    
    Representations should not shade the truth or mislead.
    
    Representations should not claim characteristics, good or bad, for a product or service
that it does not have.
    
    Representations concerning the characteristics of the Companys or its competitors
products and services must be accurate and capable of being proven so by facts.
    
    The financial and other books and records of the Company must not be falsified. Examples
include filing false expense reports or submitting inaccurate sales results. See also  -
Books and Records, -Accounting, Auditing and Public
Reporting Matters and  - Foreign
Corrupt Practices Act below. Misrepresentations by any RHD employee in connection with, or otherwise purposely circumventing,
any sales compensation plan is a form of deceit against the Company and is strictly forbidden. An
example would be to split out one account into two pieces so that one piece can be submitted as new
business and thus earn a higher commission rate. Other prohibited business practices include forgery and interference with contractual relations.
You should never sign any business or legal document, such as an advertising order, application or
contract, on behalf of a customer, supplier or any other third party. To do so could constitute
forgery, which could subject you and the Company to criminal and civil liability. In rare cases, a
third party may authorize you to sign documents on their behalf in a formal, written document,
which is called a power of attorney. Even in such cases, you must consult the Legal Department
before you sign any document on behalf of any third party. You also cannot interfere with a
competitors contractual relationship by urging a customer or potential customer to breach its
contract with the competitor. Generally, you may suggest that a customer exercise termination or
non-renewal rights contained in a competitors contract consistent with the terms and conditions
set forth in that contract, but you should not review that contract or offer legal advice regarding
any such contract. Questions and Answers Q: Our competitors salespeople are claiming that their product is better than ours. Can I dispute
those claims with our customer? A: You can dispute the claim if you have proof to back up any statements you make about the
Company, its products or the competitor or its products. If you know of anyone making claims about
R.H. Donnelley that you feel are untrue, promptly notify your manager, department head, the Legal 9




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Department or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194. Do not take it upon yourself to attempt to rectify the problem. Q: My boss asked me how a sales call to a prospective customer went. I mentioned that the customer
seemed very interested, but was locked into a three-year contract with one of our competitors that
still had two years to go. My boss told me to follow up immediately to convince the customer that
no contract was written in stone and he shouldnt be so timid about walking away from the other
contract. I do not feel comfortable telling the customer what to do about his contract. A: You are correct to feel uncomfortable. It is against Company policy to interfere with the
contracts of competitors. You might suggest that the customer review his contract to see if he has
a right to terminate early, but never advise a customer to violate a contract or offer advice on
how to interpret a competitors contract. Bribery You must not engage in commercial or governmental bribery. This means you cannot give or offer
money or anything else of value to anyone with whom the Company does business, or who might do
business with the Company, if the purpose of the gift is to encourage that person to do something
corrupt, deceptive or otherwise opposed to the persons responsibilities. Similarly, you cannot
give or offer money or anything else of value to anyone with whom the Company does business or who
might do business with the Company if it is intended to impact their judgment with respect to a
business decision.  
    
    May I exchange gifts with non-government business contacts? Within common sense limits, yes. It is a common and accepted business practice to give and receive
inexpensive, customary gifts and business courtesies in the course of business relations with
non-government personnel. Customary gifts and business courtesies include meals, entertainment,
tickets to sports or social events and other gifts of nominalvalue. Anything outside of these
bounds is strictly prohibited. See Conflicts of Interest  Gifts and Entertainment below for a
further discussion of permissible gifts.  
    
    May I exchange gifts with employees of the government? Generally, no. In the United States, many federal, state and local laws prohibit any government
employee from soliciting or accepting entertainment, meals, gifts or other things of value.
Dealings with government officials outside the United States are covered by foreign laws, as well
as by the Foreign Corrupt Practices Act discussed below. Direct all inquiries to the Legal
Department for any concerns or questions arising in this area.  
    
    What do I do if I receive an inappropriate request? Just say no! If you are asked by a customer, supplier, government official or other party to make
or to take a bribe, kickback or other prohibited payment or gift, you should tell the person that
you cannot make or take such bribe, kickback or other prohibited payment or gift and will not
consider the request, and immediately inform your manager and the Legal Department about the
incident or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194. 10




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Questions and Answers Q: XYZ Corporation has been a customer for years but may not renew its contract this year. Can I
promise to donate our surplus office equipment to the favorite charity of the president of XYZ
Corporation if he renews the contract? A: No, you cannot promise such a donation. This promise could be seen as a bribe because it appears
that you are trying to influence XYZ Corporations decision to renew the contract in a way
unrelated to our services or the contract terms we are offering. Remember, anything of value  not
just cash  can qualify as a bribe and it need not be made directly to the ultimate decision maker
to be improper. A bribe does not have to be accepted to expose you and the Company to liability. Licensing and Advertising Guidelines Many of the businesses to which we sell advertising are engaged in trades, professions and other
lines of business that are subject to state and local licensing and related regulations. In
addition, many of these businesses may be subject to federal, state and local laws or regulations
regarding the content of their advertising. As the publisher of advertising, in general, we are not
responsible or liable for ensuring our advertisers compliance with these licensing and advertising
regulations. In the past, we have been contacted and requested by many licensing and other state
and local regulatory authorities to help enforce these regulations. While we do not encourage,
support or condone noncompliance with these regulations, and while we will generally endeavor to be
a good corporate citizen by reasonably cooperating with appropriate authorities in their
investigations or prosecutions of noncompliance, in general, it is beyond
the scope of our business to enforce these regulations by requiring advertisers to include or
exclude certain content with respect to their advertising. Should you receive any inquiry or
request from a governmental agency or another advertiser regarding these matters, or should you
otherwise have any questions or concerns regarding this subject, please promptly refer them to your
manager, department head, the Legal Department or contact our Ethics Hotline either electronically
through EthicsPoint or by calling 888-310-1194. In rare cases where we may agree to assist
governmental agencies in enforcing these regulations, we will adopt and publish clear written
guidelines regarding what steps we will and will not take. Misappropriation of Proprietary Property RHDs policy is to respect the intellectual property rights of others, including patents,
trademarks, copyrights and trade secrets. Patents apply to inventions such as devices, processes,
software and even business methods. Trademarks refer to words, phrases or slogans that identify a
particular entity as the source of goods and/or services. Copyright law applies to any original
work of authorship, such as a writing, photographs, music, software, graphics and other art work.
Trade secret law applies to any confidential information that has some value because it is not
generally known to the public. Liability for the unauthorized use of others intellectual property
can be enormous, and thus it is imperative that employees contact the Legal Department immediately
if they believe an intellectual property issue may have arisen. During the course of your employment you may gain access to, or otherwise become aware of, the
confidential and/or proprietary information and/or property of our customers, business partners and
other third parties. Among the many things our customers count on is protection of their privacy
and property rights. Some of this property may be legally protected by patents, trademarks,
copyrights, and/or trade secrets. You must not use this information and/or property for any purpose
unrelated to the work of RHD authorized by the customer, business partner or third party without
first obtaining the 11




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advice and consent of the Legal Department. In addition, no employee may divulge (except to another
employee who needs access to perform their job duties) or use any confidential or proprietary
property obtained in the course of employment, except in order to perform his or her job duties for
RHD that have been authorized by the owner of the confidential or proprietary property. Any
unauthorized use could infringe the intellectual or other property rights of the rightful owner and
subject you and the Company to significant liability, including criminal liability in the case of
copyright infringement. Because of the significant risks associated with improperly disclosing information which has been
provided to us in confidence, we should receive such information only when there is a clear
commercial reason for doing so, and then only under
the terms and conditions of a written confidentiality agreement which has been drafted or reviewed
by the Legal Department and approved and executed by senior management. While we should always be
alert to our competitive surroundings and obtain as much information as possible about the markets
in which we operate, we must do so only in accordance with applicable legal standards (see
Antitrust and Competition below) and sound and ethical commercial practices. Illegal or unethical
means to gather competitive information are prohibited. Customer or other third party
communications  including voice and data  are confidential and must never be tampered with,
recorded, covertly listened to or divulged without written approval from the participants, unless
authorized by applicable law. We must never be a party to any situation in which such proprietary
or confidential information has been improperly obtained from any other company, such as through a
former employee. If any employee is approached with any offer of confidential or proprietary
information which the employee has reason to believe may have been obtained improperly, the
employee must immediately discuss the matter with their manager and the Human Resources or Legal
Departments or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194. This is a very complex area of the law and setting forth an exhaustive list of the types of
property covered by this Policy is not possible, but in general, if you would expect and desire a
third party who had possession of similar property of or information about RHD to refrain from
disclosing and/or using that property or information for its own purposes, then you should likewise
refrain. See Conflicts of Interest  Confidential Information and Trade Secrets below for a
further discussion of confidential and proprietary information. Questions and Answers Q: One of my peers who used to work for a competitor gave me a copy of their marketing plan for one
of our markets that he said he brought with him when he left. This information would benefit our
group tremendously in developing our marketing plan. Is it okay to use this information? A: Absolutely not! Competitors marketing plans are proprietary information. How would you feel if
that competitor had access to your plans? The new employee should not
have shared this information
with you. Using this information would violate this Policy and may well lead to a lawsuit against
RHD. In such circumstances, immediately notify your manager, the Legal Department or contact our
Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194. This situation
may also give rise to antitrust concerns, see Antitrust and Competition below. 12




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Unauthorized Copying or Use It is against the law to make copies of the copyrighted works of others or to use them without
proper permission. Protected works include most commercial publications, computer software, video
and audio tapes and certain databases. R.H. Donnelley has an enormous investment in the business
information and software we own and we make every effort to protect our own rights, so we must be
especially sensitive to the property rights of others. The law does permit limited fair use of
protected works, but the business use of an unauthorized copy is not likely to be fair use.  
    
    When is copying permitted? These are some of the limited circumstances where copying is permitted:  
    
    Making a summary of copyrighted material and including it in Company publications or
reports together with brief quotations, but identifying the source of the material.
    
    Occasional copying of a part of an article or book for limited, personal use, but not
extensive or regular copying of a publication to reduce subscription costs or broaden
internal distribution.
    
    Making a copy of a computer program as an archival or backup copy if permitted by the
terms of the license agreement. Example: A company pays $1,000 a year for its subscription to a weekly industry newsletter. It
would not be a fair use to make 12 complete copies each week for its regional sales managers. It
may be a fair use to occasionally copy a portion of the newsletter and circulate it to the regional
offices. Direct any inquiries to the Legal Department for any specific concerns in this area.  
    
    Can I copy software from one office computer to another office computer for my convenience? Generally, no. The use of pirated or illegally obtained software is strictly prohibited and may
violate law. Most software programs used by R.H. Donnelley employees are owned by other parties
that license us to use the software under specific conditions, including specific office sites and
even specific computers. In addition to the legal problems created by the unauthorized use of
software, computer viruses are often spread this way. The following activities are prohibited:  
    
    Using any software on any computer owned or leased by R.H. Donnelley in
violation of the terms of the license for that software;
for example, on a computer or at a site not permitted by the license or by users
other than those permitted by the license.
    
    Making copies of software supplied on an office computer for use on another office
computer or on a computer outside the office unless authorized by the applicable
license agreement. If in doubt, please consult the Business Support Center in Information Technology Services or the
Legal Department. 13




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Questions and Answers Q: Is it against Company policy to copy a software program for use at home, if the home use is for
business purposes? A: The terms of the license of the particular program must be consulted to determine whether it is
permissible to copy the program for use at home. Some software licenses do explicitly permit such
use where the home user is also the predominant user of the program in the office. If the license
does not include such permission, then the program should not be copied. Consult the Business
Support Center in Information Technology Services or the Legal Department with questions or
concerns. Q: I would like to send out a competitors brochure to the salespeople that report to me to read so
that they understand what the competition is selling. Is this type of copying a violation of the
copyright law? A: Probably not. There is no specific rule stating exactly how many copies are permissible. The
analysis of what is a permitted fair use necessitates a close examination of the facts and the
law. Any employee considering substantial copying should consult the Legal Department beforehand so
that it can recommend a course of action that is consistent both with the rights of copyright
owners and R.H. Donnelleys interest as an owner of copyrighted materials and competitor in the
marketplace. In this case, you should also ensure that your salespeople understand they should not
provide copies of the materials to customers and to refrain from misrepresenting the competitors
products to customers. Environment, Health & Safety RHD is committed to conducting its business activities in strict compliance with the letter and
spirit of all environmental, health and safety laws and regulations of all jurisdictions in which
we do business. The Company believes it is our obligation to act as a responsible steward of the
environment in the communities where we operate and live. We are committed to operating in a way
that protects and preserves our environment and natural resources and maintains a healthy, safe and
environmentally sound workplace. We are also committed to maintaining a drug-free workplace. Substance abuse poses serious health
and safety risks not only to the abusers, but to all employees who work with them. RHD is dedicated
to pursuing a substance abuse-free environment to improve the health and well being of all
employees and to enhance the Companys ability to compete in an increasingly difficult marketplace.
The R.H. Donnelley Human Resources Employee Handbook sets forth a formal policy and guidelines that
are designed to prevent substance abuse in the workplace. In addition to pre-employment drug
testing, employees may be tested where they display aberrant or uncharacteristic behavior or there
is a reasonable suspicion of drug or alcohol use.  
    
    What are the potential consequences of violating the law? The threat to employees that could result from unsafe working conditions is clear. We should also
recognize that damage to the environment could be long lasting and have a significant adverse
impact on many people. Violating environmental laws, such as those regarding pollution,
contamination and hazardous waste, could also have serious business and personal consequences. The
Company and its officers, directors and employees could be liable for substantial cleanup costs, 14




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penalties and fines. In some cases, responsible employees and corporate officers could even be
charged with criminal violations. Although such liability is more likely to arise in the case of companies engaged in manufacturing
or industrial operations, as distinguished from the service activities of R.H. Donnelley,
environmental, health and safety laws are far-reaching and may affect our work in many ways. We
should be cognizant of these and diligent in preventing and/or promptly reporting and remedying
potential violations. What can I do to help? Your active commitment and participation are vital in assisting the Company in making compliance
with environmental, health and safety laws a priority. This depends on employees familiarizing
themselves with the law to the extent that it applies to their jobs and making compliance an
integral part of their work. Compliance depends on ethical choices and decisions that may be as
basic as reporting any unsafe health or safety conditions, following fire drill and
emergency-response procedures and supporting recycling, recovery and reuse programs. Local office
policies will contain more detailed information regarding your responsibilities in this important
area. Because these laws can be complex, you are encouraged to discuss any issues or questions or report
any concerns to your manager, the Human Resources or Legal Departments or contact our Ethics Hotline either electronically through EthicsPoint or by
calling 888-310-1194. Document Creation and Retention Almost all business records and communications may become subject to public disclosure in the
course of litigation or governmental investigations. Business communications are also often
obtained by outside parties or the media in the ordinary course. You should therefore attempt to be
as clear, concise, truthful and accurate as possible when creating any document, whether written or
electronic. Avoid exaggeration, profanity, guesswork, legal conclusions and derogatory
characterizations of people or their motives. This policy applies to communications of all kinds,
including e-mail and informal notes or memos. See also Antitrust and Competition below for
additional guidelines on memoranda and email. Documents and records must be retained for the periods of time specified by each departments or
business units records-retention policies. If you are aware of an imminent or ongoing
investigation, litigation, audit or examination initiated by the Company, any government agency, a
customer or other third party, you should retain all documents, including e-mails and other
electronic records, in your custody or control relating to the matter under review. Please note
that the alteration, destruction, mutilation, concealing or falsification of a document with the
intent of making it unavailable for any ongoing or known contemplated official proceeding or
investigation is punishable by up to 20 years in prison. In addition, such actions could subject
the Company to substantial sanctions and fines. If you are not sure whether a document can be
destroyed, consult your manager, department head or the Legal Department before doing so. Books and Records RHD relies on accurate information and records to make responsible business decisions. Therefore,
we require honest and accurate recording, reporting and retention of all business-related and
financial information. 15




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Falsification of Records.All of R.H. Donnelleys funds and other assets and all its
transactions must be properly documented, fully accounted for and promptly recorded in the
appropriate books and records of the Company, in conformity with generally accepted accounting
principles (GAAP) and the Companys system of internal accounting controls. Federal securities
laws require that R.H. Donnelleys books and records accurately reflect all transactions, including
any payment of money, transfer of property or furnishing of services. Failure to abide by these
laws may result in criminal or civil penalties for the Company or employee. R.H. Donnelley
employees shall therefore observe the following standards:  
    
    False or artificial entries shall not be made in the Companys books or records
for any reason. Examples of falsification include making records appear as though
payments were made to one person when, in fact, they were made to another, submitting
expense reports that do not accurately reflect the true nature of the expense, and
the creation of any other records that do not accurately reflect the true nature of
the transaction. It is very important that no employee ever create or participate in
the creation of any records that are intended to mislead anyone or conceal anything
that is improper.
    
    Undisclosed or unrecorded funds or assets (slush funds) or similar funds or accounts are
strictly prohibited.
    
    The use of any funds or other assets of, or the providing of any services by,
R.H. Donnelley for any purpose that is unlawful under the laws of the United States,
any state thereof or any jurisdiction, foreign or domestic, is strictly prohibited.
    
    No payment on behalf of the Company will be approved or made with the
intention or understanding that a part or all of such payment is to be used for any
purpose other than that described by the documentation supporting the payment.
    
    Senior management will be responsible for establishing and maintaining a system of
internal controls that allow for the monitoring and enforcement of compliance with
this Policy. Expense Reimbursement.It is R.H. Donnelleys policy to reimburse employees for all reasonable
expenses incurred in connection with Company business if appropriate supporting documentation is
submitted in a timely manner. Expenditures for entertainment of business firms or individuals that
do or are seeking to do business with R.H. Donnelley will be reimbursed only if they are
reasonable, occur infrequently, and are not inconsistent with ordinary business practices under the
circumstances. See Conflicts of Interest  Gifts and Entertainment below. Accounting, Auditing and Public Reporting Matters R.H. Donnelley is committed to ensuring that the highest legal and ethical standards are utilized
in the preparation and public reporting of all financial and non-financial information regarding
the Company. In that regard, RHD encourages any employee that has any concerns regarding any
procedure, policy, action, or inaction related to accounting, auditing or our public disclosures to
report such concerns to their manager or department head. If you are unsatisfied with the response
from your manager or department head or if the matter may involve your manager or department head,
you should address your concerns to the Chief Financial Officer, General Counsel, Director of Internal Audit, or the
Companys Disclosure Committee. If you would rather discuss the matter with an external party, you
may contact a representative of the Companys independent auditor (presently 16




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PricewaterhouseCoopers), independent members of our Board of Directors or our Ethics Hotline
electronically through EthicsPoint. EthicsPoint is completely anonymous and confidential if you
desire anonymity. Relevant contact information appears on the last page of this document. All such concerns will be reported to the Audit and Finance Committee of the Board of Directors by
management and/or the independent auditors. You may report this information without any fear of
reprisal or retaliation. Any employee that engages in reprisal or retaliation is in violation of
this Policy and will be subject to disciplinary action, up to an including immediate termination
for cause. We are obligated to publicly report much financial and non-financial information about the company
in a complete, accurate, timely and understandable manner. We have developed and maintain
disclosure controls and procedures that are reasonably designed to enable us to publicly report
this information. Likewise, our internal accounting controls help ensure that financial
transactions are recorded timely and accurately, conform to GAAP and fairly present the Companys
financial condition and results of operations. All employess must cooperate with the internal and
external auditors and furnish all information they seek and honestly and fully answer all questions
they pose. Misrepresentation of material financial or non-financial information or other questionable
accounting or auditing practices may result in fraudulent, incomplete, inaccurate or untimely
reporting, including misleading financial statements or other material disclosure about the
Company. Accordingly, you must not undermine the integrity of any information within the reporting
chain and shall not fraudulently influence, coerce, manipulate, or mislead any internal or
independent auditor during the course of any audit or their procedures. The United States securities laws also prohibit selective disclosure of material non-public
information about the Company. Accordingly, while timely and accurate disclosure is legally
required and of paramount importance, we have established a centralized disclosure system and have
designated a limited number of Company spokespersons, who are solely authorized to publicly speak
on the Companys behalf and otherwise provide public disclosure regarding the Company. Therefore,
unless so designated, you may not speak on the Companys behalf or publicly disclose any
information about the Company, and you must forward all press or investment community inquiries to
Investor Relations. See Communications Outside the Company. Questions and Answers Q: I am a secretary and have been asked to fill out an expense report for my boss. I know that his
wife accompanied him on the trip for purely personal reasons and that he has included his wifes
expenses in the report without approval of higher management, although no one can easily tell from
the invoices. What should I do? A: If you feel comfortable doing so, ask him if he inadvertently included his wifes expenses. If
you know an expense report as submitted is fraudulent, you must report it to your bosss manager,
the department head, the Human Resources or Legal Departments or contact our Ethics Hotline either
electronically through EthicsPoint or by calling 888-310-1194. Q: I think that the Vice President of my business unit submitted sales figures for the quarter that
were much higher than our actual sales. The Vice President is under a lot of pressure to meet sales
goals. What should I do? 17




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A: If you feel comfortable doing so, talk to the Vice President about your concern. If you dont
feel comfortable, or if after speaking with the Vice President, you still think the figures are
misleading, report your concern to your manager, department head, the Legal Department or contact
our Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194. Submitting
false financial results can result in fraud charges against the Company and expose the Company to
substantial criminal and civil liability. Foreign Corrupt Practices Act The U.S. Foreign Corrupt Practices Act prohibits corporations and individuals from doing certain
things, directly or indirectly, to obtain or retain business or to influence a person working in a
foreign official capacity. It is illegal to pay, offer to pay or authorize the payment of anything
of value to any non-U.S. government official, government employee, political party or political
candidate for these purposes. While the Company presently does not have material non-US operations,
no employee shall make any payment or offer that is prohibited by the Act. Prohibited payments
include cash, gifts and free samples, use of automobiles and aircraft, payment of non-essential travel
and entertainment expense, overbilling of sales with the expectation that part of the sale price
will be returned to the buyer and making contributions to charities chosen by an official. Simply
making an offer to pay can be a punishable act, even if such offers are not accepted or never paid. The Act also requires that the Company assure that its books and records accurately reflect the
true nature of the transactions represented and that the Company maintain internal accounting
control systems. Notwithstanding the limited applicability of the Act to our present operations, it
is absolutely against Company policy for any employee to cause books and records to be inaccurate
in any way. For additional information, see Books and Records above. ANTITRUST AND COMPETITION RHD will not tolerate any business transaction or conduct that violates the letter or spirit of the
antitrust and competition laws that apply to the Companys business. The antitrust and competition
laws define acceptable behavior for competing in the marketplace. The
general aim of these laws is to promote competition and let businesses compete fairly on the basis of quality, price, service and
other valid business criteria. United States federal and many state laws prohibit agreements or actions that might eliminate or
discourage competition, bring about a monopoly or artificially maintain prices or otherwise
illegally hamper or distort normal commerce. In addition to criminal fines and jail terms,
antitrust violations often allow a private party to recover three timesthe actual money damages
suffered. Antitrust lawsuits have frequently resulted in judgments against companies amounting to
tens of millions and, on occasion, hundreds of millions of dollars. Obviously, antitrust violations
are to be avoided at all costs. The antitrust laws are deliberately broad and general in their language. They contain sweeping
provisions against restraints that threaten a competitive business economy, but they provide no
definitive list of those activities. This means employees must pay careful attention to possible
anticompetitive implications of the Companys business activities. The Legal Department should be
contacted in all cases of doubt. 18




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Dealing with Competitors Competitors are not permitted to agree among themselves on their respective prices or terms of
sale, or to divide territories, suppliers or customers among themselves. Agreements of this type
are among the most serious of antitrust offenses. Some of the arrangements with competitors that are illegal are: Price Agreements.Any agreement or understanding among competitors to fix, control, stabilize
or otherwise affect prices is illegal. You should never communicate with a competitor about current
or future prices, pricing policies, bids, costs, discounts, promotions, terms and conditions of
sale, credit terms, freight charges or royalties. The basic rule is simple: the Company must, on
its own, determine the prices and conditions of sale of its products and services. Allocation of Territories, Suppliers or Customers.It is illegal for competitors to divide or
allocate sales territories, suppliers or customers among themselves. Never agree with a competitor
to sell or refrain from selling in any geographic area or to deal or not deal with any
customers/suppliers or class of customers or suppliers or to divide or share a customers or suppliers business, or to bid or not
bid (or the amount you will bid) for a customers business. Boycotts and Refusal to Deal.It is illegal for competitors or a supplier and a customer to
agree that they will not sell to, or buy from, particular individuals or firms. Generally, the
Company has the legal right to refuse to buy from or sell to anyone. However, the Company must
reach any such decision independently, without consulting with actual or potential competitors or
customers. In some cases, a decision to refuse to deal with a company with a dominant market share
 even though made independently  is illegal. In addition, disclosing the Companys confidential bid or soliciting information about a
competitors confidential bid or proposal may be considered a form of hidden agreement that impairs
competition and must be avoided.  
    
    What do I do if I receive an inappropriate request? If you are asked by a competitor to enter into an illegal or questionable agreement regarding
pricing, customers, suppliers, territories or any other terms or conditions of sale, you should do
allof the following:  
    
    Tell the competitor that such discussions are inappropriate and may be illegal.
    
    Immediately cease, or remove yourself from, those discussions and tell the competitor
never to discuss the subject with you again.
    
    Immediately inform your manager and the Legal Department about the incident or contact our
Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194. Dealing with Customers and Suppliers Some of the arrangements with customers and suppliers that can cause antitrust problems are: Exclusive Dealing and Reciprocity.Exclusive dealing arrangements, in which the Company agrees
to buy from or sell to only certain customers or suppliers, or reciprocal arrangements, in which 19




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buying a suppliers product is conditioned on the supplier also buying the Companys services, may
be illegal. Consult with the Legal Department before discussing any exclusive dealing or reciprocal
relationships with any third parties. Tying Arrangements.Tying arrangements, or conditioning the sale of one product or service
on the customers purchase of another product or service, may be illegal. This is especially true if the Company has substantial market share with
respect to the first product. Discuss any plans to offer bundled sales of two or more products with
the Legal Department before making any presentations to customers. Other Anti-Competitive Practices Other potentially illegal anti-competitive practices include: Predatory Pricing.Pricing below cost (the law does not clearly define what the appropriate
measure of cost is) by companies with a dominant market share, with the aim of forcing
competitors out of a market. Disparagement.False or misleading statements critical of competitors or others. Interference with the Contracts of Competitors.Urging or suggesting that a customer or
prospect violate a contract with a competitor. Generally, you are permitted to suggest that a
customer exercise rights in a contract, such as exercising a termination option or not renewing a
license, but you should not review that contract or license or offer legal advice on any such
contract or license. Price Discrimination. Charging competing customers different prices for the same commodity or
tangible product sold to them at about the same time where the effect may be to substantially
lessen competition. Although the federal price discrimination law generally does not apply to R.H.
Donnelleys service businesses, a number of states in the United States have similar laws that may
apply to services. Price discrimination may be legal in some situations. For example, the Company may sell products at
different prices if it can prove that the discount offer that resulted in a lower price to one or
more customers was made known to all competing customers and that all such customers could, as a
practical matter, take advantage of the discount if they desired to do so. The Company may also
sell to one customer at a lower price than another in order to meet, but not beat, a competitors
offer at a lower price. Caution: In order to avoid even the
appearance of impropriety, you may not contact the competitor to verify the price it is charging. Instead, you must look to other
objective evidence such as a copy of the competitors offer provided or shown to you by the
customer (provided the customer does not inform you that she or he is obligated not to disclose the
offer to the Company). Whenever a price is lowered to meet competition, be sure to document the
reasons why and the evidence on which you relied in doing so. Monopolization.It is illegal for a company to monopolize or attempt to monopolize a market,
i.e., to dominate a market by anti-competitive methods. While RHD believes it does not have a dominant or monopolistic position in any relevant market, nor
any reasonable probability of achieving such a position, we cannot be sure that a regulator or
court will not define a relevant market so narrowly as to raise a monopolization concern with
respect to RHD. Therefore, all employees should 20




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avoid any conduct which could be construed as an attempt to monopolize. Many of the other actions
described above could be used as evidence of an attempt to monopolize. Participation in Trade Associations.There is no exemption in the antitrust laws for joint
activity taken under the umbrella of a trade association or in connection with a trade association
meeting. In fact, in many criminal antitrust prosecutions, at least one trade association meeting
is alleged to have been involved in the conspiracy. Because of the type and size of the trade
associations with which the Company may have involvement, all employees need to be particularly
sensitive to potential antitrust issues in their dealings with such trade associations. Because of
the possible antitrust issues that can arise in conjunction with trade association activities, no
employee should participate in, or remain present at, any discussion among competitors at a trade
association meeting, or other gathering of association members or participants, concerning:  
    
    prices or factors that determine prices;
    
    costs;
    
    credit terms or other terms or conditions of sale;
    
    profits;
    
    allocation of territories among competitors;
    
    allocation of customers or suppliers among competitors; or
    
    refusal to deal with customers or suppliers. If an employee becomes aware of such a discussion or any other discussion, the purpose or direction
of which is to thwart competition on the merits, the employee should (a) cease her or his
participation in the discussion and insist on an immediate end to that discussion, or , if the
discussion is not ended immediately, leave the discussion or meeting immediately and insist that
his or her departure be noted in the minutes (if minutes are being recorded); and (b) immediately
advise your manager and the Legal Department or contact our Ethics Hotline either electronically
through EthicsPoint or by calling 888-310-1194. Outside antitrust counsel will be contacted in appropriate circumstances. In general, a lawyer familiar
with antitrust issues should be in attendance at any trade association meeting at which any of the
above issues could possibly arise. Employees must notify their managers and the Legal Department of their participation in any
association believed to have any of the following characteristics or policies:  
    
    an absence of attorney representation at association meetings;
    
    restrictions on members dealing with, or competing with, anyone;
    
    restrictions on membership to the competitive detriment of excluded competitors;
    
    restrictions on competitors or association members
participating in association activities to the competitive detriment of excluded competitors;
    
    restrictions on dissemination of information to non-members of the association to the
competitive detriment of the non-members; or
    
    policies or practices that may thwart competition on the merits (such as dissemination
of competitively-sensitive, company-specific information). Social Discussions and Company Communications Remember, the practices outlined above do not have to be covered by formal or written agreements to
be illegal. Any kind of casual understanding between two companies that, for example, a business
practice adopted by one would be followed by the other may be used in court to prove an illegal 21




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agreement. Even social conversations can be used as evidence that an agreement existed. Memos and
other written communications that use casual or inappropriate language might some day be examined
by a government agency or opposing lawyer. Using loose language may raise questions about conduct
that is entirely legal and may undermine what otherwise would have been our successful efforts to
comply with the antitrust and competition laws. Example: Sales managers of two competing companies met socially after work. After a few drinks,
kidding around they verbally agreed that it would be great if they reduced their workload by not
chasing after the same customers. The bartender overheard the conversation. In actuality, neither
sales manager stopped selling to any particular customers. Later, one company acquired most of the
business from law firms in the region, while the other company acquired most of the business from
accounting firms. This led to an investigation into market allocation of both companies, and the
bartenders testimony was used against them.  
    
    Arent my files, memos and e-mail confidential? No! Except for certain privileged communications with lawyers, all Company documents and computer
files, including the most casual note or e-mail message, may have to be disclosed to government
enforcement organizations or private parties in lawsuits against the Company. You should also know
that stamping documents restricted or confidential does not protect them from being disclosed
in court.  
    
    How can I avoid being tripped up by my own memos and e-mail? Because violations can be found based not only on what companies have done but what they appearto
have done, it is important to avoid loose language. To that end:  
    
    Report facts, be concise and objective, and, where appropriate (such as with respect to a
competitors price schedule), indicate where the information came from to establish
that there is no collusion with competitors.
    
    Do not draw legal conclusions.
    
    Avoid expressions that may imply guilt, such as, Please destroy after reading
or We stole this customer from Acme Widget Corp.
    
    Do not refer to industry policies, industry price or similar expressions
that imply a common course of action exists.
    
    Do not use language that would suggest a false intent to harm competitors,
such as, this new program will destroy the competition or establish a dominant
position or building a dynasty.
    
    Do not overstate your share of the market or refer to a market that is
unreasonably narrow in order to make your market share appear larger.
    
    Do not distribute your own sales aides to customers. Only sales aides
approved by the Company may be furnished to customers. 22




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
    
    Consult with the Legal Department to understand when communications with a lawyer can be
privileged. Questions and Answers Q: I work in sales and am friendly with a sales representative from one of our competitors. Our
kids are on the same soccer team, so we see each other every week. Last weekend, we talked about a
new sales promotion my company is offering. This promotion is no secret. Did I do anything wrong? A: Yes. Because it is easy for such conversations to be misinterpreted, the Companys policy is
that its sales personnel should never discuss price or other terms of sale with competitors under
any circumstances. Q: Is it a violation of the antitrust laws to conduct studies analyzing RHDs products and the
products of a competitor? A: No; the Company may properly conduct and publicize the results of comparisons of our products
with the products of competitors. Comparative advertising is an acceptable form of advertising.
Comparative advertising is, however, risky since it is subject to close scrutiny by the competitor
who is likely to object if it is not scrupulously accurate. Making false statements about
competitors in the course of comparative advertising is a classic example of commercial
disparagement. Every reference to a competitors products by RHD employees to our customers,
whether in a formal sales collateral or in an informal visit, is subject to this policy and should
be reviewed in advance by the applicable marketing and Legal Departments to make certain that the
reference is permissible comparative advertising and is not forbidden disparagement. Q: What should I do if a customer asks me a direct question about a competitors products, prices
or policies? A: If you are certain that you know the correct answer, you may answer the customer in a direct and
honest manner, then you should politely steer the discussions back to the Companys products and
services. If you do not know the answer or you are unsure, do not answer. Q: How should we react or what should I do if I discover that a competitor is disparaging or making
false statements about the Companys products? A: When confronted with an erroneous statement about RHD, the RHD employee should state the facts
truthfully. Employees should not comment on the ethics of the source of the erroneous statements.
If the source of the erroneous statements can be identified, or if the statements are particularly
egregious, the employee should inform his or her manager, a department head, the Legal Department
or contact our Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194.
Do not take it upon yourself to attempt to rectify the problem. 23




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CONFLICTS OF INTEREST Employees must avoid any action, investment, interest or association that might interfere, or
appear to interfere, with their independent exercise of judgment in the best interests of the
Company and its stockholders. Conflicts of interest arise when an employees position with R.H.
Donnelley presents an opportunity for personal gain apart from the normal compensation provided
through employment. You must not be in a position where your personal or outside business interests could affect your
decisions made on behalf of the Company. Individuals or companies with whom or which the Company
does business, whether as customer, supplier or otherwise, must be chosen solely on the basis of
the best interests of the Company.  
    
    Are such conflicts really a big problem? Favoritism toward outside businesses can cause the Company to buy higher-priced and/or
lower-quality products or to provide its services at inadequate prices resulting in lower profits.
Offering customers preferential terms can also violate antitrust laws and other regulations.
Conflicts of interest, or even just the appearance of such conflict, can seriously harm your
reputation and R.H. Donnelleys and, therefore, must be avoided at all costs.  
    
    Does this mean we can never do business with a company with which an employee is connected? Sometimes such a company is the best possible supplier or customer. The decision whether to use
that company should not be made by the employee having the relationship or interest; the decision
should be made by management after disclosure of any conflicts and a thorough review of the
relevant facts.  
    
    What should I do if I find myself in an actual or potential conflict situation, or if I am
about to enter into a transaction that could be objectively viewed as a conflict of
interest by employees, customers, vendors or other parties? If you find yourself in an actual or potential conflict situation, you must promptly notify your
manager, in writing. If you are about to enter into such a transaction, you should review the
situation with your manager in advance of entering into the transaction.  
    
    What will my manager do? If your manager has any doubt as to the propriety of the transaction, he or she will refer the
matter to the department head or another executive officer. Conflicts
involving department heads or executive officers should be resolved by the appropriate Vice
President or the Chief Executive Officer. Managers are encouraged to consult with the Human Resources, Legal and Finance Departments, as
appropriate, or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194. You should not make decisions as part of your job that would have an impact on any company or
business in which you have a significant financial or other interest. You should not acquire a
significant interest in any supplier, customer or other company if you will be making decisions in
your job that affect it, without approval by senior management after consultation with the Legal
Department. You should also not hold any significant (more than five percent of your entire
portfolio) 24




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investment in, or have any significant relationship (e.g., family member employed) with, any
competitor of the Company. In such circumstance, to avoid impropriety or the appearance of
impropriety, you must immediately notify your manager so that the Company may assess the situation.
Please note that under certain circumstances, you may be required to divest any conflicting
investment or terminate any conflicting relationship as a condition to continued employment with
the Company. Any interest in another company that would influence you to make a decision based on that companys
or your own interests rather than R.H. Donnelleys best interest is considered significant. An
interest can be financial, such as owning stock, or personal, such as a family or other close
relationship with an owner of a company. If you are uncertain whether an interest is significant,
you should disclose it to your manager, who can then decide whether or not you should be assigned
to duties involving the company in question. Example: You are an information technology manager. For many years, you have owned stock in Acme
Software Company that is now worth $20,000. Your manager assigns you to develop specifications for
the purchase of a new software package, and Acme is one of the major vendors for that software. You
should inform your manager of your ownership of the Acme stock. Your manager will decide whether or
not you should be taken off that particular assignment. Employees are also prohibited from directly or indirectly bidding for, purchasing, leasing or
otherwise acquiring any property or asset or pursuing a business opportunity if they are aware or
should be aware that RHD may also be interested (or might be interested if they were so informed)
in acquiring such property or asset or pursuing that same business opportunity. In such cases, the
employee must immediately notify their manager of the opportunity and refrain from engaging in any
transaction with respect to the opportunity unless authorized in writing by the Company. Positions with Outside Companies An employee serving as an officer or director of an outside company may be regarded as a
representative of R.H. Donnelley and might find his or her duties with that company to be in
conflict with R.H. Donnelleys interests. You should accept such a position only after approval by
senior management and consultation with the Legal Department. An employee should not take a part-time or second job that could have a negative impact on such
employees job performance at R.H. Donnelley or that may create a conflict of interest with the
duties that the employee performs for the Company. If there is any question as to whether a
conflict of interest exists or could objectively appear to exist, you should discuss it with your
manager immediately. Employees as Consultants A manager should not hire a current RHD employee to work as a consultant or other independent
contractor for the Company where payment is made outside normal payroll procedures. This applies
without exception, regardless of whether or not the work is related to the duties of the employees
position. There may be instances where special Company projects warrant exceptions to this policy,
but only where payment is made within the normal payroll procedures. Such exceptions must be
approved by the Human Resources Department. Former employees should be retained by RHD as
consultants under only certain circumstances and must be approved by the Human Resources
Department. 25




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Purchases RHD will do business only with suppliers that embrace and demonstrate high principles of ethical
business conduct and will not knowingly use suppliers who operate in violation of applicable laws
or regulations, including environmental, employment or safety laws. Procurement agreements should be written to clearly identify the services or products to be
provided, the basis for payment and the applicable price. The price must not be excessive in light
of industry practice and must be commensurate with the services or products provided. Do not make
any commitments or enter into any oral or written agreement on behalf of the Company unless you
have fiscal and signatory authority to do so. See the R.H. Donnelley Purchasing and Financial
Policies and Procedures Manual for further detail on procurement activities. The Company will contract with each of its suppliers only on the basis of quality, price,
service and other valid business criteria. The fact that a supplier or potential supplier may also
be a customer of the Company shall not be the basis for making purchasing decisions. No employee
shall condition purchases from a supplier on the suppliers patronage with the Company, nor shall any employee attempt to persuade
suppliers to purchase from the Company simply because the Company buys from them. As stated above, in general, the Company will not purchase products or materials from you or from a
firm in which you have a substantial interest. There are exceptions where the product or material
is commonplace, where the purchase is at a clearly competitive price and where the total purchases
in a year are of nominal amount, with respect to both the Company and the vendor. In a situation
that may give rise to an exception, you should discuss the matter with your manager before
proceeding. Safeguarding Assets; Use of Company Resources and the Internet Safeguarding Company and customer assets is the responsibility of all employees. You should use and
maintain such assets with care and respect, while guarding against waste and abuse. You should look
for opportunities to improve performance while reducing costs. The use of Company time, materials,
assets or facilities for purposes not directly related to Company business, or the removal or
borrowing of Company property without permission, is absolutely prohibited. You may not use R.H. Donnelley or any customers or suppliers money, materials, supplies or other
resources, including computers, to advance your outside business interests. Personal calls from
office telephones should be kept to a minimum. While the Company recognizes that managers ask their
secretaries for help with personal matters, such as typing letters and scheduling appointments from
time to time, this should be the exception rather than the norm. Use of Company computers,
including the Internet, for personal matters should be kept to a minimum and confined to
non-business hours only. All Internet, intranet and e-mail activities are to be conducted only for legitimate business
purposes. The Company owns and has all rights to monitor, inspect, disclose and expunge all
electronic files and records on Company systems, including all e-mail messages generated using
Company facilities, and employees should have no expectation of ownership, use, or rights of
privacy with respect to such files, messages and records. Employee use of all Company computing
resources, including personal computers, networked services and Internet, intranet and e-mail access (including Web surfing and Web site creation activities) must at all times comply with all
Company policies and all applicable laws, including those relating to misappropriation of
proprietary property, privacy, 26




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defamation, sexual and other forms of harassment, and unfair competition or trade practices.
Employees are reminded that all online, e-mail and voice-mail activities, intentionally or not, are
potentially public in nature. You must never act in a way that would bring liability, loss of credibility or embarrassment to yourself or the
Company. Abuse of this policy may result in revocation of privileges or other disciplinary action,
which may include, among other things, immediate termination of employment for cause. Confidential Information and Trade Secrets You must at all times maintain the confidentiality of Company and customer information that is not
publicly known and not use it to seek personal gain. You shall not disclose or threaten disclosure
of confidential information (whether the Companys or another third partys you obtained in the
course of your employment) in order to curry favor or obtain some payment or benefit to which you
are not legally entitled. All employees may learn, to a greater or lesser degree, facts about the Companys or a customers
business, plans, operations or secrets of success that are not known to the general public or to
competitors. Sensitive information such as customer lists, the terms offered or prices charged to
particular customers, marketing or strategic plans, or proprietary product designs or systems
developments are examples of confidential information or trade secrets. Similarly, during the

course of performing their jobs, employees may obtain information concerning possible transactions
with other companies or receive confidential information about other companies that the Company may
be under an obligation to keep confidential. Such information is to be treated as Company
confidential information. In addition to harming the Company, the misuse of confidential
information could violate insider trading laws, as discussed below under Insider Trading or
infringe the intellectual or other proprietary rights of others, as discussed above under Ethical
Business Conduct  Misappropriation of Proprietary Property; and Unauthorized Copying or Use.
We should obtain confidentiality agreements from all third parties prior to disclosure of Company
confidential information and the Legal Department should prepare and/or review all confidentiality
agreements prior to their execution. Employees must be careful not to discuss confidential or proprietary information with family
members or business or social acquaintances or in places where they can be overheard, such as
taxis, elevators, restaurants or other public places. Within the Company, confidential or
proprietary information should be marked or labeled as Confidential, where appropriate, and
should be divulged only to other employees who need the information to carry out their business
responsibilities. It is also the responsibility of each employee to maintain the confidentiality of
sensitive employee information, such as salary, bonus, performance-appraisal and remedial or
disciplinary matters and disclose such matters to other employees only when required for business
reasons. Communications With Attorneys Information you communicate to RHD attorneys or outside counsel retained by RHD in order to obtain
legal advice generally is protected by the attorneyclient privilege. This privilege protects from
disclosure to others (including adverse parties in litigation) confidential communications between
you and our attorneys for the purpose of obtaining legal advice on business matters. The privilege
belongs to the Company, not to you. You should keep such communications confidential and refrain
from sharing them with others, including fellow employees or your manager, unless so authorized or
directed by the respective attorney. Because the privilege belongs to RHD, you should be aware that
our attorneys may share any information you divulge with management. Our attorneys represent the
Company and you should not consult them for advice regarding any personal matters. 27




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Gifts and Entertainment To avoid both the reality and the appearance of improper relations with vendors or customers, the
following standards will apply to the offer and receipt of gifts and entertainment by employees. Gifts.Employees may not offer, solicit or accept gifts of money under any circumstances, nor
may they solicit non-money gifts, gratuities, or any other personal benefit or favor of any kind
from a business firm or individual doing or seeking to do business with R.H. Donnelley Except as provided below, employees may offer, and employees and members of their immediate
families may accept, unsolicited, non-money gifts from a business firm or individual doing or
seeking to do business with R.H. Donnelley or with whom we wish to do business, only if: (a) the
gift is of nominal value (i.e., less than or equal to $100.00) or (b) the gift is promotional in
nature. You should not regularly accept gifts of nominal value from the same source. Non-money gifts of more than nominal value (i.e., more than $100.00) may be offered or accepted
only if protocol, courtesy or other special circumstances exist. However, all such gifts must be
reported to the Human Resources or Legal Departments, which will determine, on a facts and
circumstances basis, if the employee may offer or keep the gift or must return it. Entertainment.Employees may not encourage or solicit entertainment from a business firm or
individual doing or seeking to do business with R.H. Donnelley. From time to time, employees may
offer and/or accept entertainment, but only if the entertainment is reasonable, occurs infrequently
and does not involve lavish expenditures.  
    
    What gifts and favors are acceptable? Gifts that do not meet the test of nominal value, $100.00 or less, and/or that are designed to
or might actually influence the business judgment of the recipient should be avoided or refused or
returned to the donor as tactfully as possible. You should never give gifts designed to or that
could influence the business judgment of the recipient. Lunch and dinner invitations are generally acceptable. Take care that invitations are offered or
accepted only occasionally and generally use common sense and good judgment (e.g., do not routinely
dine at the finest restaurants or order expensive bottles of wine). Participating in purely social functions is acceptable only in moderation, both in frequency and
when the event is of reasonable cost. Example:Extending or accepting an invitation to attend a ball game would generally be reasonable,
but offering or accepting a trip to a distant location to attend a championship game would likely
not. Any questions in this area should be referred to your manager, department head and/or the
Human Resources or Legal Departments. Questions and Answers Q: I have a second job on weekends typing resumes. The Companys computer equipment and software
makes it easier to come in on the weekend to do the resumes at my desk than to do the work on my
typewriter at home. I do not see how this hurts the Company. 28




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A: It violates our policy. Second jobs or self-employment must be kept totally separate from
Company-related activities and materials. This includes use of Company time, materials, facilities
and equipment. The Companys communications system, including voice mail and e-mail, is intended
for R.H. Donnelley employees engaged in R.H. Donnelley work and may not be used to conduct any
outside business. This should be distinguished from an occasional personal use, which is permitted
after-hours when it does not interfere with Company business or assigned duties and is otherwise
consistent with other RHD policies. Q: I am planning to place an ad in my local newspaper and on the Internet to sell my car. Is it OK
for me to give my RHD e-mail address or RHD telephone, cell phone and/or pager numbers for
responses? A: No. Employees must always keep personal activities separate from Company business. This is not
always possible, and occasionally you will need to make or receive a telephone call or an e-mail at
work that relates to your personal business. However, you should not plan to handle the sale of
your car or other significant non-RHD business activities using Company resources. Q: My brother-in-laws firm could provide the Company with a great service, and I know he will do a
good job. How do I help R.H. Donnelley avoid a conflict of interest? A: We can certainly benefit from using suppliers we know and trust, but any potential conflict must
be handled through prompt and fair disclosure. If you are recommending the firm to another Company
employee, be sure to disclose your relationship with the firms owner. If you normally are
responsible for a purchase like this, do not make the final decision. Advise your manager of the
relationship and let him or her make the decision. Q: As a manager, I have been working with a Company supplier for a number of years. He recently
offered to do some personal work for me at a substantial discount. Can I take him up on his offer? A: No. The contractor would be granting you a special favor due to his relationship with the
Company and possibly be trying to compromise your business judgment. Q: I manage the relationship between the Company and a consultant. At Christmas time, the
consultant sent me a bottle of wine. May I keep it? A: Yes. A bottle of wine or liquor is considered a customary gift; however, a particularly rare and
expensive bottle or a case of liquor would not be of nominal value (over $100) and you would have
to refuse or return it. Q: I think one of my co-workers has stolen a lap top computer. What do I do? A: Theft of any kind is a violation of RHDs policy and many laws. Please promptly advise your
manager, department head, the Human Resources or Legal Department or contact our Ethics Hotline
either electronically through EthicsPoint or by calling 888-310-1194. Q: Is it a conflict of interest to restrict my flights to one airline or my hotel reservations to
one chain in order to collect mileage awards? A: RHDs policy is that all travelers on business for the Company should take advantage of the
lowest practical fare or rate offered for all transportation and accommodations. No vendor should
be used to garner frequent flyer bonus points if another, more cost-effective alternative is
available. 29




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Q: Can RHD employees sell products (e.g., Mary Kay cosmetics or Amway products) to RHD customers? A: No. Solicitation by employees of other RHD employees or customers for any non-RHD product or
service is strictly prohibited. This policy applies to the solicitation of customers at all times and to the solicitation of fellow employees during normal
(for the subject employee) working hours, on RHDs premises or at RHD-sponsored events
off-premises. Employees should never use Company resources, including telephones, cell phones,
pagers, fax machines or computers, to engage in any outside business activity. See Day to Day Work
Policies  Solicitation and Distribution Policy in the R.H. Donnelley Human Resources Employee
Handbook for further details regarding permissible or prohibited solicitation and distribution
activities. INSIDER TRADING Generally Insider trading is illegal. The insider trading laws of the United States prohibit buying or
selling the Companys securities while in possession of material, non-public information about the
Company. You can also violate these laws by disclosing material, non-public information to another
person if, as a result, that person  or any other person  buys or sells a security on the
basis of that information. If you make such a disclosure, you can be punished, even if you yourself
have no financial gain. Material information is generally regarded as information that a reasonable investor would deem
important in deciding whether to buy, hold or sell a security; in short, it is any information that
could reasonably affect the price of the security.
Examples of possible material information are sales or other financial results or issues, earnings,
dividend actions, strategic plans, new products, important management or other personnel changes,
acquisition, divestiture or other similar strategic plans, marketing plans and litigation or
government actions. In light of the extreme volatility and price-sensitivity of todays market,
almost any form of information, positive or negative, could be viewed as material. And remember,
materiality will be decided by a regulator, judge or jury with 20/20 hindsight. Non-public means the information has not been broadly disseminated to the public. An employee who
becomes aware of material information before it is publicly disclosed should refrain from trading
in the Companys stock until at least the third business day after such information is publicly
disclosed. In this context, public disclosure means the Company has included the information in a
filing it makes with the Securities and Exchange Commission (the SEC) or in a news announcement
or other broadly disseminated press release. Even after material information has been publicly
announced, the Companys stockholders and the public must be given a reasonable time to digest the
information and act upon it. Generally, two full trading days is sufficient. The SEC takes insider trading very seriously and devotes significant resources to uncovering any
improper activity and to vigorously prosecuting offenders. In addition to heavy fines and lengthy
prison terms, a violator can be required to pay civil penalties of up to three times the profit gained, or loss avoided, by the unlawful
transaction or disclosure. The Company may also have to pay substantial fines. You may not buy or sell, or otherwise transfer, R.H. Donnelley securities while in possession of
material, non-public information. In addition, you may not engage in any other action to take 30




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advantage of, or pass on to others, material, non-public information. This policy also applies to
buying or selling securities of any other company while you have material, non-public information
about that other company that you learned during the course of your employment with the Company.
These same restrictions apply to your family members and others living in your household. You are
responsible for ensuring their compliance with these restrictions. Example: A secretary types an agreement that will allow the Company to enter a very profitable new
line of business. She tells her sister-in-law who buys 1,000 shares of the Companys stock. The day
after the news is released, the stock price jumps $5 per share. The secretary likely has violated
the insider trading laws and the Companys policies, even though she did not personally make a
profit. Speculative Transactions Because these actions can lead to the appearance of impropriety, we believe it is improper and
inappropriate for our employees to engage in short-term or speculative transactions involving the
securities of the Company. Therefore, it is the Companys policy that members of the Board of
Directors, officers and employees should not engage in any of the following activities with respect
to securities of the Company:  
    
    Trading in the Companys securities on a short-term basis.Any securities of the Company
purchased in the open market must be held for a minimum of six months, and ideally, longer.
This rule does not apply to the purchase of securities upon the exercise of options that
were granted by the Company.
    
    Purchases of the Companys securities, including the exercise of options, on margin.
    
    Short sales of the Companys securities.
    
    Buying or selling puts, calls, straddles, collars or other similar risk reduction devices
with respect to the Companys securities.
    
    Transactions in publicly-traded options relating to the Companys securities (i.e., options
that are not granted by the Company). Questions and Answers Q: May I buy or sell as soon as material information becomes public? A: No. An employee who has material information before it is publicly disclosed should not make a
trade until at least the third business day after it is publicly disclosed. Q: Am I free to disclose non-material confidential information? A: No. You must not disclose without authorization any confidential information that you learn
about the Companys (or any other companys) business during the course of your employment. Also,
confidential information should be shared, within the Company, only with those with a need to know
it in order to do their jobs properly. You should make sure that all documents containing
confidential information that you control are kept confidential. See Conflicts of Interest -
Confidential Information and Trade Secrets above. 31




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Q: Our company is going to announce the withdrawal from the market of a new service that was
recently introduced with much publicity, since it failed to draw customers as expected from our
competitors service. This may result in our stock price going down and the competitors stock
price going up. Is it appropriate to buy the competitors stock or sell our stock before the
withdrawal is publicly announced? A: No, because your decision to buy or sell was based on material, non-public information.
Remember, whether non-public information is material is often judged in hindsight, based on whether
the companys stock price in fact moved up or down. Q: I own some R.H. Donnelley stock that I would like to sell to help pay for a new car. I do not
have any material, non-public information about RHD. Do I have to check with anyone before selling,
or report the sale to anyone? A: Unless you are an Assistant Vice President (or above) or member of the Board of Directors of
R.H. Donnelley, who are subject to special policies and procedures, you do not have to check with
or report to anyone. You may buy or sell stock whenever you wish as long as you are not in
possession of material, non-public information. If you have any doubt whether information you have
is material, consult the Legal Department before you act. Q: Someone I used to work with is now a stock market analyst. Whenever he calls, he pretends its
personal, but then asks what is happening at R.H. Donnelley. I am not sure what to say. A: You should never discuss anything about the Company with an analyst or the press. See
Communications Outside of the Company below for a discussion of how to deal with such inquiries. Q: Is it considered a violation of the securities laws or of Company policy to reallocate profit
participation plan (401(k)) funds based on material, non-public information? A: Yes, if your reallocation of funds in your profit participation plan would impact your ownership
of RHD stock. Trading in any way involving RHD securities (e.g. options, or other derivative
securities) is subject to the insider trading laws and this Policy. Q: If material, non-public information is passed down the line among a number of RHD employees and
eventually it is determined a violation of the insider trading laws has occurred, are all the
employees liable? A: Yes, all of the employees could be implicated in securities violations and have violated this
Policy. It is a violation of the securities laws for an individual to pass on material information
to another person who buys or sells stock based on that information. The person making the
disclosure can be found liable, even if the person does not financially benefit from the
transaction. Violations of the securities laws can mean very substantial fines and lengthy prison
terms. Refer any questions in this area to the Legal Department. COMMUNICATIONS OUTSIDE OF THE COMPANY You should not discuss any information about, or any issue regarding, the Company with any third
party. You must not discuss confidential business issues with friends or acquaintances, even if
they have no interest in our business. From time to time, you may receive calls from the press or
securities analysts. Tell analysts or similar securities specialists who call that questions about
the 32




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Company can only be answered by R.H. Donnelleys Investor Relations representatives. Similarly,
inquiries from the press should be directed to the Investor Relations or the Legal Department. You
must also refrain from disclosing information about the Company or posting responses to others
comments about the Company or any of our employees on Internet bulletin boards, such as Yahoo
Finance. In the event that you encounter confidential information or objectionable comments about
the Company in any public forum, please promptly notify the Investor Relations or Legal
Departments. The relevant contact numbers of these departments are set forth on the last page of
this document. POLITICAL AND COMMUNITY ACTIVITIES RHD has contributed to the economic and social development of its communities for over 100 years.
In addition to the jobs created and the services provided, we encourage our employees to become
actively involved in their communities. While youre encouraged to participate in community
affairs, you must make it clear that your views and actions are your own, and not those of RHD. In
any event, employees should ensure that their outside activities do not interfere with their job
performance. If you wish to use Company time or property to support civic or charitable efforts,
you must obtain the approval of your manager first and comply with the Companys Solicitation and
Distribution Policy. Corporations are not permitted to make political contributions in connection with any election
involving any United States federal office. There are similar laws in many states and foreign
countries. The Company encourages you to participate in the political process on your own time, as
long as you take care not to imply that you are acting on behalf of the Company. Your personal
contributions must not be made with, or reimbursed by, Company funds in U.S. federal, state or
local campaigns. Individual participation must be completely voluntary and must occur during
non-working hours. It may not involve the use of R.H. Donnelley funds, personnel time, equipment,
supplies or facilities. Lobbying or advocating legislation are also restricted by the United States and certain states and
other countries. Under federal, state and local law, R.H. Donnelley may be required to register and
report if its employees engage in lobbying activities. This may need to be done if you communicate
with any members of federal, state or local legislative or executive office for the purpose of
influencing any action on the Companys behalf. Before any employee takes a public position on
public issues or governmental actions on behalf of the Company, the Legal Department should be
consulted.
Employees who serve on governmental advisory boards should also be aware that there are
restrictions on their ability to promote the Companys business in conjunction with their work on
such boards. No one may pressure another employee to express a political view that is contrary to a personal
view, or to contribute to a political action committee, political party or candidate, or charitable
organization. DATA PRIVACY The Company recognizes that the measurable benefits that flow to citizens, businesses and
government from the free movement of information must be balanced against an individuals privacy
interests. Therefore, the Company subscribes to the following information practices regarding
personally identifiable data (i.e., information that identifies a particular individual such as name, address, phone
number, social security number, etc.): 33




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Use It is the Companys policy to comply with laws and regulations governing the collection, use and
distribution of personally identifiable data. Security We will take technical, contractual, administrative and physical steps to protect against
unauthorized access to and disclosure of personally identifiable data. Accuracy We will strive to maintain the highest practicable level of accuracy of personally identifiable
data. HOW WE SOLVE ETHICAL ISSUES With some ethical issues it is easy to know right from wrong. If the question involves a matter of
law, our course is clear and unambiguous  we follow the letter and spirit of the law. But often
the questions are not so clear cut. They present us with difficult choices. It is impossible to
prepare in advance for all possible issues. So, the best course of action is to understand the way
you should resolve such issues. These are simple, but key steps to keep in mind each time you
confront a tough call:  
    
    Get all the facts. It is difficult enough to discern appropriate answers withthe facts; it is impossible to reach
intelligent solutions without them.  
    
    Ask yourself: what specifically am I being asked to do? It should enable you to bring into sharp focus the specific question you are faced with, and what
alternatives you may have. Considering all available alternatives will often shed light on the best
course of action.  
    
    Clarify your responsibility. Most situations we face involve shared responsibility. Are all the other responsible parties
informed? By getting others involved, and airing the problem, the most appropriate course of
action usually begins to come to light fairly quickly.  
    
    Is it fair? Would I want everyone to know my decision? How would I feel about myself? Would
I bet my job on it? When the problem is not a clear cut matter of law or Company policy, these simple questions are
often a useful guide. If a course of action seems unfair, examine why it seems unfair and who
specifically may be wronged. Is it our customer? Stockholders? Company interests? Other employees?
Public at large? In most cases, the best course for ethical purposes is the one that seems most
fair to all concerned parties. Similarly, if the course of action is one of which you would be
embarrassed or feel guilty about, or one you would not want publicized, then it is likely not an
appropriate course of action to take. Ask yourself if youre willing to risk your job. And
remember, you can almost always seek guidance beforeacting. 34




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
    
    Discuss the problem with your manager or supervisor. This is basic guidance for almost all situations, and should be considered during each of these
steps In most cases, your manager will have more experience and a broader perspective than you do,
and will appreciate being brought into the decision-making process before its too late. Managers
have a prime responsibility to help you resolve all problems, but especially ethical and legal
issues.  
    
    Ethics help is available. In the rare case where it may not be appropriate to discuss an ethics issue with your manager, or
you are not comfortable doing so, you can discuss it with your department head or feel free to
contact the Human Resources or Legal Departments or contact our Ethics Hotline either
electronically through EthicsPoint or by calling 888-310-1194. Contact information is included on
the last page of this document. POLICY ADMINISTRATION Administration This Policy has been developed under the supervision of, and has been expressly adopted by, the
Corporate Governance Committee and the Audit and Finance Committee of the Board of Directors of
R.H. Donnelley. These Committees are ultimately responsible for the administration of the Policy on
Business Conduct. The Committees have delegated to the Human Resources and Legal
Departments authority to administer the Policy on a daily basis, including investigating reported
or suspected violations of the Policy, determining whether any violation has occurred and determining and implementing remedial and/or disciplinary action in
response to any such violation. The Human Resources and Legal Departments will report regularly to
these Committees or the entire Board of Directors, as appropriate, regarding matters relating to
the administration of this Policy. These Committees will review this Policy at least annually and
revise it as appropriate. Any significant revisions will be circulated to all employees and other
affected parties. The Company reserves the right to modify, terminate and/or replace this Policy at
any time at the Companys discretion. Interpretation The Human Resources and Legal Departments of R.H. Donnelley are responsible for interpreting
applying this Policy to specific situations when questions arise. They will seek the guidance of
and defer to the judgment of the Audit and Finance and Corporate Governance Committees of the Board
of Directors when appropriate. Any questions relating to how the Policy should be interpreted or
applied should be addressed to the Human Resources or Legal Departments or contact our Ethics
Hotline either electronically through EthicsPoint or by calling 888-310-1194. EthicsPoint offers
complete anonymity if so desired. Contact information appears on the last page of this document.
Any interpretations of this Policy will be at the sole discretion of the Company and all such
interpretations will be final and binding. Training Following initial distribution of this Policy and any significant revision of the Policy in the
future, the Human Resources and Legal Departments will either provide videotape or on-line
comprehensive training or visit each office and make comprehensive live presentations regarding
this Policy. In 35




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either event, they are always available to answer any questions you may have or you may contact our
Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194. Attestation As part of the initial distribution of this Policy and as part of any subsequent significant
revision of the Policy or as the Corporate Governance Committee or Audit and Finance Committee
shall require, all employees will be required to sign or electronically acknowledge an Attestation
certifying that you have received and read the Policy and agree to comply with it. Additionally,
you will be required to acknowledge an Attestation on a periodic basis. Each newly-hired employee
will be required to do the same. Repeated failure or refusal to sign or acknowledge the Attestation
will be grounds for immediate termination for cause. Consistent with the responsibilities set forth in the Policy, all officers and managers of the
Company are responsible not only for reporting any potentially significant Policy violations, but
also for reviewing this Policy with their subordinates and ensuring that the Attestation is signed
or acknowledged when required. Conflict With Other Policies This Policy on Business Conduct does not include every policy of the Company and is not intended to
replace (but rather clarify and supplement, to the extent relevant) any other existing polices of
the Company (for example, the Human Resources Employee Handbook and the Policy on Trading in the
Companys Securities applicable to executive officers). All such existing policies remain in full
force and effect. In the event that you believe that this Policy directly conflicts with any other
Company policy, please bring the apparent conflict to the attention of the Human Resources or Legal
Departments or contact our Ethics Hotline either electronically through EthicsPoint or by calling
888-310-1194, so that they can help you resolve the conflict or eliminate the conflict by revising
one of the conflicting policies. To the extent you believe that this Policy conflicts with any
applicable legal standard, please immediately seek the guidance of the Legal Department for help in
resolving such conflict. Reporting of Potential Violations All employees should be alert and sensitive to situations that could result in violations of (a)
federal, state or local laws, (b) the principles, policies and procedures set forth in the Policy
on Business Conduct or (c) other important Company policies and procedures. Employees who believe
that their own conduct or that of another employee or affected party may have violated any such law
or any of these principles, policies and procedures have an affirmative obligation to promptly
report the matter. Failure to report the matter may subject you to disciplinary action. Such matters may be reported on a confidential or anonymous basis to the Human Resources or Legal
Departments or you may or contact our Ethics Hotline either electronically through EthicsPoint or
by calling 888-310-1194. EthicsPoint offers complete anonymity if you so desire. Where appropriate,
you may also contact our Disclosure Committee, Internal Audit department, external auditors or
independent members of our Board of Directors. We will maintain confidentiality and anonymity to
the greatest extent practicable under the circumstances. See the last page of this Policy for
contact information for all of these reporting channels. 36




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However, generally such matters should first be raised with immediate supervisors. This may provide
valuable insights or perspectives for both the employee and the manager and helps develop
constructive relationships and skill sets. It also encourages resolution of the matter within the appropriate work unit and may prevent
inappropriate escalation of immaterial matters. If you do not feel comfortable bringing a matter to
the attention of your manager or do not believe that your manager has dealt with the matter
properly, you certainly should raise the matter with the appropriate department head or function
head or, if necessary, the other reporting channels described above. The most important point is
that possible violations should be reported promptly and that the Company supports all of these
means for reporting them. As described above, the Company has and enforces a strict non-retaliation
policy. EthicsPoint Seeking Guidance The Human Resources and Legal Departments are available when you need guidance or you may or
contact our Ethics Hotline either electronically through EthicsPoint or by calling 888-310-1194.
The Human Resources and Legal Departments have experienced employees who are able to assist and
guide you in complying with the Companys policies. Contact information is included on the last
page of this document. Disciplinary Policy; At Will Employment The principles, policies and procedures set forth in this Policy and other relevant Company
policies and procedures will be enforced at all levels. Employees who violate these principles,
policies and procedures will be subject to appropriate disciplinary action, which may be imposed
outside of existing progressive discipline policies. Disciplinary action may include, among other
things, immediate termination for cause or demotion, restitution of losses, civil action or
criminal prosecution. Nothing in this Policy changes the fact that all RHD employees are employees
at will and may terminate their employment or have their employment terminated by the Company at
any time, with or without cause or notice. See the Human Resources Employee Manual for more
detailed information regarding at will employment. Audits, Investigations, Remedial Action and Certifications Compliance with this Policy and other Company policies may be monitored by periodic audits, which
may or may not be announced in advance. All employees are required to cooperate fully with any such
audits, as well as with any investigation of reported or suspected wrongdoing or with any remedial
or disciplinary action imposed by the Company. In addition, employees are required to provide
truthful, accurate information and to respond to requests for certifications in connection with
audits, investigations and remedial actions. Failure to comply with any of these requirements will
subject you to disciplinary action. Requests for Exception While all Company policies must be strictly adhered to, in certain cases, exceptions may be made
where appropriate. An employee who believes that an exception to any of these policies is
appropriate in a particular case should contact an immediate supervisor first. If the immediate
supervisor agrees that an exception is appropriate, the approval of the Human Resources or the
Legal Departments should be promptly sought before any action is taken. Exceptions for executive
officers or Board members will be required to be approved by the Board of Directors (or one of its
Committees) and may require prompt public disclosure. 37




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38




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USEFUL CONTACT
INFORMATION ETHICS HOTLINE EthicsPoint (confidential and anonymous electronic reporting) On the Companys intranet or available on the world wide web
at www.ethicspoint.com. Toll Free Hotline: 888-310-1194 (answered by HR or Legal) C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 INDEPENDENT MEMBERS OF OUR David Veit (general Policy items)
Chair of Corporate Governance Committee C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 Written correspondence will not be opened by the Company and
will be sent directly to Mr. Veit HUMAN RESOURCES Debbi Ryan (Overall)
(919) 297-1112 Lisabeth Lee (Corporate and Sales)
(919) 297-1208 Amy Clark (Compensation and Benefits)
(919) 297-1209 Lena Harrington (Publishing and IT)
(919) 297-1134 C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 LEGAL DEPARTMENT Robert J. Bush (Overall)
(919) 297-1114 Andy Finkle (Conflicts of Interest and Antitrust)
(919) 297-1127 C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 DISCLOSURE COMMITTEE Robert A. Gross, Chair
(919) 297-1174 Robert J. Bush, Secretary
(919) 297-1114 C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 BOARD OF DIRECTORS Edwina Woodbury (financial Policy items)
Chair of Audit and Finance Committee C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 Written correspondence will not be opened by
the Company and will be sent directly to Ms. Woodbury DIRECTOR OF INTERNAL AUDIT Robert Green
(919) 297-1249 C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 PRICEWATERHOUSECOOPPERS Jeff Barber, Audit Partner
(919) 755-3105 Pricewaterhouse Coopers LLP
150 Fayetteville Street Mall
Suite 2300
Raleigh, North Carolina 27601 INVESTOR RELATIONS James Gruskin, AVP 
Investor Relations
(919) 297-1128 Steven M. Blondy, Senior Vice
President and Chief Financial Officer
(919) 297-1116 C/o R.H. Donnelley Corporation
1001 Winstead Drive
Cary, North Carolina 27513 39