Exhibit 10.26



 




This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.




R.H. DONNELLEY CORPORATION




DEFERRED COMPENSATION PLAN




Amended and Restated Effective January 1, 2005







 









 







This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.




R.H. DONNELLEY CORPORATION




DEFERRED COMPENSATION PLAN




Amended and Restated Effective January 1, 2005




1. Purposes.




     R.H. Donnelley Corporation established the R.H. Donnelley Corporation Deferred Compensation
Plan effective as of July 14, 1998 to provide certain highly compensated employees with the
opportunity to defer compensation and to have such deferred amounts treated as if invested in
specified investment vehicles. R.H. Donnelley Corporation is amending and restating the R.H.
Donnelley Corporation Deferred Compensation Plan as set forth herein to comply with changes in
federal tax laws, including the requirements of Code Section 409A. Except as provided herein, this
amended and restated Plan is effective on and after January 1, 2005.



     This amended and restated Plan constitutes an amendment and restatement of the DonTech
Deferred Compensation Plan (the “DonTech Prior Plan”) effective as of January 1, 2005 (the “DonTech
Effective Date”). Each Account in existence under the DonTech Prior Plan immediately prior to the
DonTech Effective Date shall be treated in all respects as a Deferral Account hereunder.



     This amended and restated Plan constitutes an amendment and restatement of the Dex Media, Inc.
Deferred Compensation Plan (the “Dex Prior Plan”) effective as of January 31, 2006 (the “Dex
Effective Date”). Each Account in existence under the Dex Prior Plan immediately prior to the Dex
Effective Date shall be treated in all respects as a Deferral Account hereunder.



     Except as expressly provided herein, the terms and provisions of this amended and restated
Plan are not intended to apply to deferred compensation that is entitled to grandfathered status
with respect to Code Section 409A.



2. Definitions.




     In addition to the terms defined in Section 1 above, the following terms used in the Plan
shall have the meanings set forth below:




	 	(a)	 	“Administrator” shall mean the Compensation and Benefits Committee or its duly
authorized delegate. References herein to the Administrator shall be deemed to include its
delegate, if any.
	 
	 	(b)	 	“Beneficiary” shall mean the person or persons designated by the Participant in accordance
with Section 10.
	 
	 	(c)	 	“Board” shall mean the Board of Directors of R.H. Donnelley Corporation.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(d)	 	A “Change in Control” shall mean an event or series of events occurring on or after
January 1, 2005 that constitutes a “Change in Control” within the meaning of Section 10 of
the Stock Plan, but only if the event or series of events also constitutes a change in the
ownership or effective control of the Company, or in the ownership of a substantial
portion of its assets, within the meaning of Code Section 409A(a)(2)(A)(v) and applicable
regulations and other guidance thereunder.
	 
	 	(e)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	 	(f)	 	“Company” shall mean R.H. Donnelley Corporation and any of its wholly-owned entities.
	 
	 	(g)	 	“Compensation and Benefits Committee” shall mean the Compensation and Benefits
Committee of the Board.
	 
	 	(h)	 	“Deferral Account” or “Account” shall mean the account or subaccount established and
maintained by the Company for specified deferrals by a Participant, as described in Section 6.
Deferral Accounts will be maintained solely as bookkeeping entries by the Company to evidence
unfunded obligations of the Company.
	 
	 	(i)	 	“Deferral Period” shall mean the period of time for which a Participant elects
to defer receipt of Eligible Compensation as designated by the Participant’s Deferred
Compensation Agreement.
	 
	 	(j)	 	“Deferred Compensation” shall mean that amount of Eligible Compensation which has
been deferred by a Participant and which has been credited to the Participant’s
Account.
	 
	 	(k)	 	“Deferred Compensation Agreement” shall mean the agreement (regardless of how it
may be titled) which may be in writing, electronic or telephonic, or such other method as
prescribed by the Administrator, and signed or otherwise authorized by a Participant
pursuant to which the Participant elects the amount of the Participant’s Eligible
Compensation to be deferred into the Participant’s Account under the Plan, the time and
form of payment for such amounts and the Investment Direction.
	 
	 	(l)	 	“Disabled” shall mean “disabled” within the meaning of Code Section
409A(a)(2)(C).
	 
	 	(m)	 	“Eligible Compensation” shall mean, before any reduction pursuant to the Plan, base
salary, cash or stock bonuses (including bonuses in the form of restricted stock units or
other awards under the Stock Plan), commissions, or any other




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	 	 	component of a Participant’s compensation, the payment of which the
Administrator has approved to be deferred.
	 
	 	(n)	 	“Eligible Employee” shall mean any person employed by the Company who has been selected by
the Administrator, in its sole discretion, to participate in this Plan. The term “Eligible
Employee” includes all active employees participating in the DonTech Prior Plan as of the
DonTech Effective Date, and all active employees participating in the Dex Prior Plan as of the
Dex Effective Date.
Notwithstanding the foregoing, a person’s status as an “Eligible Employee” may be
terminated in accordance with Section 4(d).
	 
	 	(o)	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
	 
	 	(p)	 	“Grandfathered Account” shall mean the Participant’s vested deferred compensation as of
December 31, 2004 under this Plan, adjusted for earnings and
losses after December 31, 2004. Amounts deferred under the DonTech Prior Plan shall not be considered Grandfathered Accounts.
	 
	 	(q)	 	“Investment Direction” shall mean the choice of Investments made upon the Participant’s
election to defer compensation or at such other time pursuant to Section 6(c).
	 
	 	(r)	 	“Investments” shall mean the investment options that are made available as the mechanism
to calculate hypothetical investment performance on Deferred Compensation credited to each
Participant’s Account under the Plan.
	 
	 	(s)	 	“Participant” shall mean any Eligible Employee of the Company who participates
or makes an election to participate in the Plan. The term
“Participant” shall also mean former employees of the Company who have Deferral
Account balances, as well as former participants in the Prior Plans whose accounts
under such Prior Plans have become subject to the provisions of this Plan.
	 
	 	(t)	 	“Plan Year” shall mean each calendar year.
	 
	 	(u)	 	“Prior Plans” shall mean the DonTech Prior Plan and the Dex Prior Plan.
	 
	 	(v)	 	“Retirement” shall
mean a Participant’s voluntary Separation from Service at or after attaining age 55.
	 
	 	(w)	 	“Separation from Service” shall mean the Participant’s “separation from service” within
the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and other guidance
thereunder.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(x)	 	“Stock” or “Company Stock” shall mean R.H. Donnelley Corporation’s Common Stock, par value
$1.00 per share, and any other equity securities of the Company that may be substituted or
resubstituted for such Common Stock pursuant to Section 12(c) of the Stock Plan.
	 
	 	(y)	 	“Stock Plan” shall mean the R.H. Donnelley Corporation 2005 Stock Award and Incentive
Plan.
	 
	 	(z)	 	“Unforeseeable Emergency” shall mean a severe financial hardship to the
Participant resulting from an illness or accident of the Participant, the Participant’s
spouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant, provided
that the hardship qualifies as an unforeseeable emergency under Code Section 409A and
applicable guidance thereunder.





3. Administration.





	 	(a)	 	The Plan shall be administered by the Administrator. The Administrator shall have
the discretionary powers and authority as are necessary for the proper administration of
the Plan, including, but not limited to, the discretionary power and authority to:






	 	(i)	 	Designate Eligible Employees;
	 
	 	(ii)	 	Interpret the Plan and other documents, decide questions and disputes, supply omissions, and
resolve inconsistencies and ambiguities arising under the Plan and other documents, which
interpretations and decisions shall be final and binding on all Participants and beneficiaries;
	 
	 	(iii)	 	Make any other determinations that it believes necessary or advisable for the administration
of the Plan;
	 
	 	(iv)	 	Establish rules, regulations and forms of agreements and other instruments
relating to the administration of the Plan not inconsistent with the Plan;
	 
	 	(v)	 	Maintain any records necessary in connection with the operation of the Plan;
	 
	 	(vi)	 	Retain counsel, employ agents, and provide for such clerical, accounting, actuarial, and consulting services as it deems necessary or
desirable to assist it in the administration of the Plan;




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(vii)	 	Make benefit payments and determine benefit decisions upon claims and appeal to the
extent it has the authority to make such claim and appeal determinations under Section 8;
and
	 
	 	(viii)	 	Otherwise administer the Plan in accordance with its terms.






	 	(b)	 	In its absolute discretion, the Administrator may delegate all or any part of its authority
hereunder and other administrative duties of the Administrator to an employee or a committee
composed of employees of the Company and/or members of the Board and all reference to the
Administrator in the Plan shall be deemed to include any such delegate to the extent authorized
by such delegation. Decisions and determinations made by the Administrator or an employee or
committee of employees
acting within the scope of authority delegated by the Administrator shall be final and binding
upon all persons. No determination of the Administrator in one case shall create a bias or
retroactive adjustment in any other case.
	 
	 	(c)	 	The costs of administering the Plan shall be borne by the Company unless and until the
Administrator notifies Participants that such costs will be imposed on Participants. No costs
may be charged to or against Participant Accounts retroactively. Any costs charged against
Participants Accounts shall be allocated in an equitable manner as determined by the
Administrator.
	 
	 	(d)	 	Each member of the Administrator shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any officer or other employee of the
Company, the Company’s independent certified public accountants, or any executive compensation
consultant, legal counsel, or other professional retained by the Company to assist in the
administration of the Plan. To the maximum extent permitted by law, no member of the Administrator, nor any
person to whom ministerial duties have been delegated, shall be liable to any person
for any action taken or omitted in connection with the interpretation and
administration of the Plan.
	 
	 	(e)	 	The Company shall indemnify all of its employees and directors involved in the
administration of the Plan against any and all claims, losses, damages, costs and expenses,
including attorney’s fees, incurred by them, and any liability, including any amounts paid in
settlement with their approval, arising from their action or failure to act, except when the
same is judicially determined to be attributable to their gross negligence or willful
misconduct.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.



4. Eligibility and Participation.





	 	(a)	 	Eligible Employees. Active participation in the Plan shall be limited to Eligible
Employees.
	 
	 	(b)	 	Participation Voluntary. Participation in the Plan is voluntary. Prior to the commencement
of any Plan Year, the Administrator shall notify each Eligible Employee of his or her
prospective eligibility to participate in the Plan for such Plan Year.
	 
	 	(c)	 	Continuation of Participation. Subject to the provisions of Section 4(d), an
Eligible Employee shall remain eligible to continue active participation in the Plan
for each Plan Year following the Eligible Employee’s initial year of participation in
the Plan. Provided, however, that if such Participant ceases to be an Eligible Employee
in a succeeding Plan Year, then such Participant shall remain eligible only to continue
the deferral of prior Deferred Compensation as and to the extent permitted under the
Plan and under Code Section 409A, but shall not be eligible (unless the Administrator
otherwise determines) to make contributions of Deferred Compensation into the Plan
after ceasing to be an Eligible Employee.
	 
	 	(d)	 	Termination of Participation. Notwithstanding any Plan provision to the contrary, no
Participant shall have any right or entitlement to continue as an Eligible Employee except as,
to the extent and for the purposes specifically provided in the Plan as determined from time to
time by the Administrator. The Administrator shall be specifically empowered to terminate the
Participant’s status as an Eligible Employee if the Administrator determines, in its sole and
absolute discretion, that:






	 	(i)	 	Such termination will not cause the Participant’s Account to become
taxable under Code Section 409A; and
	 
	 	(ii)	 	Such termination is necessary, appropriate or desirable, including without
limitation, any such termination premised on the Administrator’s determination or belief
that continuation of such Eligible Employee status is, would or might be contrary to or
inconsistent with the terms of the Plan or of applicable law, or that such continuation
does, could or might jeopardize the Plan’s classification as a “top hat” pension benefit
plan (within the meaning of Section 13(b)) or does, could or might endanger or adversely
affect the benefits available under or through the Plan to other Participants.
	 
	 	Accordingly, an individual shall cease to be an Eligible Employee hereunder effective as of any
date designated by the Administrator. Any such
Administrator action shall be communicated to the individual prior to the





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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





effective date of such action. The Administrator shall not require that any
distributions of Accounts be made in connection with such action, except to the
extent the Administrator determines that such distributions will not
cause the Participant’s Account to become taxable under Code Section 409A.



5. Provisions Relating to Participant Deferrals.





	 	(a)	 	Election to Defer. Each Eligible Employee receiving Eligible Compensation may make
an election to defer receipt of all or any part of payment of such compensation. Each
Eligible Employee shall, within the period specified in Section 5(b), below, notify the
Company in writing, telephonically, or electronically of an election to defer the receipt
of all or any payment of Eligible Compensation. An election shall apply only to Eligible
Compensation earned during the Plan Year specified in the election. Such election shall be
specified in the Eligible Employee’s Deferred Compensation Agreement. Each such Deferred
Compensation Agreement shall state:






	 	(i)	 	the amount or percentage of the Eligible Compensation to be deferred;
	 
	 	(ii)	 	the date or dates on which, or the event or events following which, payment is to
commence along with the form of payment; and
	 
	 	(iii)	 	the Investment Direction for the Deferred Compensation.






	 	 	 	Each Eligible Employee must complete a new Deferred Compensation
Agreement prior to the beginning of each Plan Year, and no elections described therein
shall continue to be effective for Eligible Compensation earned in any subsequent Plan
Year, except as may be permitted by Code Section 409A and specified in the Deferred
Compensation Agreement. A Deferred Compensation Agreement shall become irrevocable on
the first day of the Plan Year to which it applies, and shall remain irrevocable and
not subject to termination or reduction with respect to Eligible Compensation earned
through the end of such Plan Year, except to the extent as may be permitted under Code
Section 409A. Under no circumstances may an Eligible Employee’s Deferred Compensation
Agreement be made, modified or revoked retroactively.






	 	(b)	 	Timing of Election to Defer.






	 	(i)	 	Except as otherwise provided below, an Eligible Employee shall make a written,
telephonic or electronic election to defer all or any part of Eligible
Compensation no later than the last day of the Plan Year preceding the Plan
Year in which the Eligible Employee will be performing services generating the
Eligible Compensation.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(ii)	 	In the first year in which an Eligible Employee is eligible to participate in the
Plan, and subject to the approval of the Administrator, the Eligible Employee may make
a deferral election within thirty (30) days after the date the Eligible Employee first
becomes eligible under the Plan. For purposes of this paragraph, the term “Plan”
includes this Plan and any other plan or arrangement that would be treated as part of a
single plan under Code Section 409A. A mid-year election made in accordance with this
paragraph shall apply only with respect to Eligible Compensation for services performed
after the election is made, and in the case of a bonus deferral, only to a pro rata
portion of the bonus (based on the number of days remaining in the bonus period after
the election).
	 
	 	(iii)	 	With respect to “performance-based compensation” (within the meaning of Code
Section 409A) that is based on services performed over a period of at least twelve (12)
months, the Administrator may permit an Eligible Employee to make a deferral election
no later than six (6) months before the end of the performance period for which such
performance-based compensation is to be paid, provided that the election meets the
requirements of Code Section 409A.






	 	(c)	 	Transition Rules for Certain 2006 Deferred Compensation Agreements. Each
Deferred Compensation Agreement in effect under the Dex Prior Plan immediately prior to
the Dex Effective Date (including Deferred Compensation Agreements for employees and
directors) shall be considered a Deferred Compensation Agreement under this Plan and
shall remain in effect in accordance with its terms until December 31, 2006.





6. Deferral Accounts.





	 	(a)	 	Bookkeeping Accounts. The Company shall establish a separate bookkeeping account
for each Participant and from time to time shall enter therein the name of each
Participant and the amount to be credited to the Participant’s Account. Within each
Participant’s bookkeeping Account, separate subaccounts shall be maintained to the extent
the Administrator determines it to be necessary or desirable for the administration of the
Plan. Each Participant’s Account shall be credited with the Participant’s Deferred
Compensation and credited (or charged, as the case may be) with the hypothetical
investment results determined pursuant to the Participant’s Investment Directions.
Deferred Compensation will be credited to the Participant’s Deferral Account as of the
date on which such amounts would have been paid to the Participant but for the
Participant’s deferral election, or as soon as administratively practicable thereafter.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(b)	 	Accounting for Fractional Shares. If for any reason a Participant’s Deferred
Compensation includes a deferral of a fractional share of Company Stock, the
Administrator, in its sole discretion, shall cause the fractional share to be forfeited
from the Participant’s Deferral Account, or credit the Deferral Account with the fraction
of a share calculated to at least three decimal places.
	 
	 	(c)	 	Investments and Investment Direction.






	 	(i)	 	Subject to the provisions of paragraphs (ii) through (iv) below, amounts
credited to a Deferral Account shall be deemed to be invested, pursuant to the
Participant’s Investment Direction, in one or more hypothetical Investments as
may be authorized from time to time by the Administrator. The Administrator
may from time to time change or discontinue any hypothetical Investment
vehicle available under the Plan in its discretion. The Participant’s Deferral
Account shall be credited from time to time with the hypothetical gains,
losses and earnings on the hypothetical Investments.
	 
	 	(ii)	 	A Participant may allocate amounts credited to his or her Deferral Account to one
or more of the hypothetical Investment vehicles authorized by the Administrator.
Subject to the rules established by the Administrator and subject to the provisions of this Subsection, a Participant
may reallocate amounts credited to his or her Deferral Account among one or
more of such hypothetical Investment vehicles by filing with the Administrator
a notice in such form and in accordance with such procedures as the
Administrator shall determine from time to time. The Administrator may in its
discretion restrict allocation into or reallocation into or out of any
hypothetical Investment or specify minimum or maximum amounts that may be
allocated or reallocated.
	 
	 	(iii)	 	The Company may, in its discretion, establish one or more grantor trusts or
purchase one or more insurance or annuity products and deposit therein amounts of cash,
Company Stock, or other property not exceeding the amount of the Company’s obligations
with respect to a Participant’s Deferral Account. If the Company invests such amounts
in a manner that corresponds to the Participant’s Investment Directions, the amounts of hypothetical income and
appreciation and depreciation in value of the Participant’s Deferral Account shall be
equal to the actual income on, and appreciation and depreciation of, the amounts so
invested. Notwithstanding the provisions of this paragraph, the
Company is not and shall not be required to make any investment in
connection with the Plan or any Participant’s Investment Direction under
the Plan.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(iv)	 	Unless otherwise determined by the Administrator, Deferred Compensation
consisting of Company Stock shall be subject to the terms and provisions of the
Stock Plan and shall be deemed to have been deferred under Section 9(c) of the
Stock Plan. Such Deferred Compensation shall be administered in accordance with the terms and provisions of this Plan to
the extent not inconsistent with the Stock Plan. Such Deferred Compensation shall be deemed
invested in Company Stock and shall not be available for reallocation to any other hypothetical
Investment. The Participant’s Deferral Account shall be credited from time to time with the
hypothetical dividends on such Stock in accordance with the provisions of the Stock Plan.






	 	(d)	 	Valuation of Accounts. Accounts shall be valued as of the last business day of each month.





7. Settlement of Deferral Accounts.





	 	(a)	 	General Limitations on Distributions. A Participant’s Deferred Compensation
Agreement may provide for distribution of the Deferred Compensation and accretions thereto
only upon:






	 	(i)	 	the Participant’s Separation From Service;
	 
	 	(ii)	 	the Participant becoming Disabled;
	 
	 	(iii)	 	the Participant’s death;
	 
	 	(iv)	 	a fixed time (or pursuant to a fixed schedule) specified by the Participant at the date of the
deferral of his or her Eligible Compensation;
	 
	 	(v)	 	a Change of Control; or
	 
	 	(vi)	 	the Participant’s Unforeseeable Emergency in accordance with Section 7(g).
	 
	 	 	 	If the Participant is a “specified employee” within the meaning of Code Section
409A(a)(2)(B)(i) and the Participant’s Account (or any portion thereof) becomes payable
on account of his or her Separation from Service, distributions may not be made before
the date which is six (6) months after the Participant’s Separation from Service (or,
if earlier, the Participant’s date of death). If distributions are payable in
installments, the commencement date for the installments shall be delayed to comply
with this provision.






	 	(b)	 	Timing of Distribution. Subject to Section 7(a) and Code Section 409A, the payment
of Deferred Compensation and all accretions thereto credited to a




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	Participant’s Account shall be made at such time as specified in the Participant’s
Deferred Compensation Agreement related to such amounts.
	 
	 	(i)	 	If a Participant’s Deferred Compensation Agreement does not specify the time of
payment, such amounts shall be distributed to or on behalf of the Participant seven
(7) months following the Participant’s Separation From Service.
	 
	 	(ii)	 	If a Participant’s Deferred Compensation Agreement specifies the time of an
in-service payment but does not specify the time of payment following Separation from
Service, and the Participant’s Separation from Service occurs prior to the specified
in-service payment date, such amounts shall be distributed to or on behalf of the
Participant seven (7) months following the Participant’s Separation From Service.






	 	(c)	 	Form of Distribution. A Participant’s Deferred Compensation and all accretions thereto
credited to a Participant’s Account shall be paid in such form as specified in the
Participant’s Deferred Compensation Agreement related to such amounts. All forms of
distribution shall be paid in cash or, in the case of Deferred Compensation that is subject to the Stock Plan and that is deemed invested
in Company Stock, in such Stock pursuant to the Stock Plan. If the Participant’s
Deferred Compensation Agreement does not specify the form of distribution to be
applied to the amounts related to such Agreement, such amounts shall be paid in a
single lump sum payment. Effective for Plan Years beginning on or after January 1,
2006:






	 	(i)	 	The Participant may elect to receive payment on or commencing on a specified
date prior to Separation from Service, in a lump sum or in annual installments
over not less than two (2) and not more than five (5) years. The Administrator
may require a minimum Deferral Period.
	 
	 	(ii)	 	The Participant may elect to receive payment in or beginning in the seventh
(7th) month following a Change of Control, in a lump sum or in annual
installments over not less than two (2) and not more than five (5) years.
	 
	 	(iii)	 	The Participant’s Deferred Compensation Agreement shall specify the timing and
method of payment following Retirement or Separation from Service on account of
Disability.






	 	A.	 	The Participant may elect to have distributions made or commence seven (7)
months following Separation from Service. The Participant may instead elect to have distributions made or
commence on the later of:




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(1)	 	January of the year following Separation from Service, or
	 
	 	(2)	 	Seven (7) months following Separation from Service.






	 	B.	 	The Participant may elect to have distributions made in a lump sum,
or in quarterly installments over not less than two (2) and not more
than fifteen (15) years.






	 	(iv)	 	The Participant’s Deferred Compensation Agreement shall specify the method of
payment following Separation from Service for reasons other than Retirement or
Disability. The Participant may elect to have distributions made in a lump sum, or in
annual installments over not less than two (2) and not more than five (5) years.
Distributions shall be made or commence seven (7) months following Separation from
Service.






	 	(d)	 	Distributions Begin Upon Earliest Payment Event. The Participant’s Deferred
Compensation and all accretions thereto shall become payable upon the occurrence of
the earliest payment event elected in the Participant’s Deferred
Compensation Agreement, and shall be paid in the form specified with respect to such
event.
	 
	 	(e)	 	Changes in Time and Form of Distribution. A Participant may make a subsequent
election to change the timing or form of payment of the Participant’s Account,
subject to the requirements of this Subsection.






	 	(i)	 	An election to change the timing or form of payment shall not take
effect until at least twelve (12) months after the date on which the
election to change is made;
	 
	 	(ii)	 	With respect to any such election related to a payment on account of the Participant’s
Separation From Service (for reasons other than death or Disability), on account of a Change of
Control, or to be made at a specified time (or pursuant to a fixed schedule), the first payment of
amounts that are subject to such revised election shall be deferred for a period of not less than
five (5) years from the date on which such payment would otherwise have been made had the revised
election not been made;
	 
	 	(iii)	 	With respect to a payment to be made at a specified time (or pursuant
to a fixed schedule) specified at the time of deferral, any such election may not be made less than
twelve (12) months prior to the date of the first scheduled payment; and




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(iv)	 	The Administrator may impose additional restrictions or limitations on the
Participant’s right to make changes in the time or form of payment of the Account.






	 	(f)	 	Small Accounts. In the event that the balance of a Participant’s Account after
Separation from Service does not exceed the applicable de minimis amount on the date
distribution is scheduled to begin, such balance shall automatically be paid in a
single lump sum cash payment, notwithstanding any elections on the Participant’s
Deferred Compensation Agreements to the contrary. The applicable de minimis amount is
$10,000, provided that to the extent permitted under Code Section 409A the
Administrator in its discretion may establish a higher or lower de minimis amount from
time to time. The provisions of this paragraph shall supersede any inconsistent
provisions in the Participant’s Deferred Compensation Agreement.
	 
	 	(g)	 	Unforeseeable Emergency. If the Administrator determines that a Participant has had an
Unforeseeable Emergency, the Administrator, in its sole discretion, may cause a distribution
from the Participant’s Account to occur or may cause a revision to the Participant’s schedule
of payments to the extent necessary to alleviate the financial hardship created by the
Unforeseeable Emergency. However, such payment from the Participant’s Account may be made only if, as determined
under Treasury regulations, the amounts distributed with respect to an emergency do not
exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into account
the extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant’s assets (to
the extent the liquidation of such assets would not itself cause severe financial
hardship), or by cessation of deferrals under this Plan or any other deferred
compensation or retirement savings plan (qualified or otherwise). A Participant shall
provide such information as the Administrator may reasonably require for it to
determine whether the Participant has had an Unforeseeable Emergency.
	 
	 	(h)	 	Payment Following Death. In the event of the Participant’s death before the
Participant’s Deferral Account has been fully distributed to the Participant, the
Deferral Account shall be paid to the Participant’s Beneficiary in a single sum in the
Plan Year immediately following the Participant’s death or, if earlier, in the seventh
(7th) month following the Participant’s death. Notwithstanding the
foregoing, any portion of the Deferral Account that is being paid in installments at
the time of the Participant’s death shall be paid to the Participant’s Beneficiary in
installments at the same times and in the same amounts that such installments would
have been paid to the Participant had the Participant remained alive.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(i)	 	Payment in Installments. If any Account is payable in installments, the amount of
each installment shall be equal to the balance credited to the Account at the time
payment is due, divided by the total number of unpaid installments that remain due.
	 
	 	(j)	 	Special Rules.






	 	(i)	 	The Administrator may permit or require Participants to change the time and
method of payment of Deferred Compensation and accretions thereto pursuant to
Deferred Compensation Agreements for the 2005 Plan Year, provided that:






	 	A.	 	The Participants must make their new payment elections on or before
December 31, 2005; and
	 
	 	B.	 	New payment elections are subject to the
provisions of this Section 7, except that new payment elections
made in 2005 pursuant to this paragraph are not subject to Section
7(e).






	 	(ii)	 	The Administrator may permit or require Participants to change the time and method
of payment of Deferred Compensation and accretions thereto pursuant to deferrals under the
DonTech Prior Plan, provided that:






	 	A.	 	The Participants must make their new payment elections on or
before December 31, 2006;
	 
	 	B.	 	New payment elections are subject to the provisions of this
Section 7, except that new payment elections made in 2006
pursuant to this paragraph are not subject to Section 7(e);
	 
	 	C.	 	New payment elections may not cause amounts otherwise
payable in 2006 to be paid after 2006; and
	 
	 	D.	 	New payment elections may not cause amounts otherwise
payable after 2006 to be paid in 2006.






	 	(iii)	 	Deferred Compensation and accretions thereto pursuant to Deferred Compensation
Agreements made under the Dex Prior Plan for the 2005 and 2006 Plan Years shall be payable
in accordance with the Dex Prior Plan and the payment elections in such Agreements.
Notwithstanding the foregoing, the Administrator may permit or require Participants to
change the time and method of payment of Deferred Compensation and accretions thereto
pursuant to such Deferred Compensation Agreements, provided that:




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	A.	 	The Participants must make their new payment elections on or
before December 31, 2006;
	 
	 	B.	 	New payment elections are subject to the provisions of this
Section 7, except that new payment elections made in 2006
pursuant to this paragraph are not subject to Section 7(e);
	 
	 	C.	 	New payment elections may not cause amounts otherwise
payable in 2006 to be paid after 2006; and
	 
	 	D.	 	New payment elections may not cause amounts otherwise
payable after 2006 to be paid in 2006.






	 	(k)	 	Election to Cancel 2005 Deferrals. The Administrator may permit any
Participant to cancel his or her Deferred Compensation Agreement for the 2005 Plan
Year in whole or in part, provided that:






	 	(i)	 	To the extent cancelled the Deferred Compensation and accretions thereto
must be included in the Participant’s taxable income for 2005; and
	 
	 	(ii)	 	The Participants must make the election no later than December 31, 2005.





8. Claim and Appeal Procedures.




     The following claim and appeal procedure shall apply with respect to the Plan:




	 	(a)	 	Filing of a Claim for Benefits. If the Participant or Beneficiary (the “claimant”) believes
that he is entitled to benefits under the Plan which are not being paid to him or which are not
being accrued for his benefit, he shall file a written claim with the Administrator.
	 
	 	(b)	 	Notification to Claimant of Decision. Within 90 days after receipt of a claim by the
Administrator (or within 180 days if special circumstances require an extension of time), the
Administrator shall notify the claimant of its decision with regard to the claim. In the event
of such special circumstances requiring an extension of time, there shall be furnished to the
claimant prior to expiration of the initial 90-day period written notice of the extension,
which notice shall set forth the special circumstances and the date by which the decision shall
be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in
writing and worded in a manner calculated to be understood by the claimant, and shall set
forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent
provisions of the Plan on which the denial is based; (iii) a description of any additional
material or information necessary for




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	 	 	the claimant to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the procedure for review of
the denial. If the Administrator fails to notify the claimant of the decision in a
timely manner, the claim shall be deemed denied as of the close of the initial
90-day period (or the close of the extension period, if applicable).
	 
	 	(c)	 	Procedure for Appeal and Review. Within 60 days following receipt by the claimant of
notice denying his claim, in whole or in part, or, if such notice shall not be given, within
60 days following the last date on which such notice could have been timely given, the
claimant may appeal denial of the claim by filing a written application for review with the
Administrator. Following such request for review, the Administrator shall fully and fairly
review the original decision denying the claim. Prior to the decision of the Administrator on
review, the claimant shall be given an opportunity to review pertinent documents and to submit
issues and comments in writing.
	 
	 	(d)	 	Decision on Review. The decision on review of a claim denied in whole or in part shall be
made in the following manner:






	 	(i)	 	Within 60 days following receipt by the Administrator of the request for review
(or within 120 days if special circumstances require an extension of time), the
Administrator shall notify the claimant in writing of its decision with regard to the
claim. In the event of such special circumstances requiring an extension of time,
written notice of the extension shall be furnished to the claimant prior to the
commencement of the extension. If the decision on review is not furnished in a timely
manner, the claim shall be deemed denied as of the close of the initial 60-day period
(or the close of the extension period, if applicable).
	 
	 	(ii)	 	With respect to a claim that is denied in whole or in part, the decision on review
shall set forth specific reasons for the decision, shall be written in a manner calculated
to be understood by the claimant and shall cite specific references to the pertinent Plan
provisions an which the decision is based.
	 
	 	(iii)	 	The decision of the Administrator shall be final and conclusive.






	 	(e)	 	Action by Authorized Representative of Claimant. All actions set forth in this
Section to be taken by the claimant may likewise be taken by a representative of
the claimant duly authorized by him to act on his behalf on such matters. The Administrator
may require such evidence as it may reasonably deem necessary or advisable of the authority
to act of any such representative.
	 
	 	(f)	 	Exhaustion of Administrative Remedies. A claimant must exhaust his or her administrative remedies
under the Plan before filing a suit for benefits, and the




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	 	 	claimant must file suit no later than 180 days after the Administrator makes a
final determination to deny the claim pursuant to Section 8(d).





9. Amendment, Termination and Adjustments.




     The Compensation and Benefits Committee shall have the power to amend or terminate the Plan at
any time for any reason, provided that no such action shall have the effect of (i) reducing the
value of or otherwise compromising any Participant’s Deferral Account as of the date of such
amendment or termination, or (ii) changing the provisions of the Plan applicable to any Participant
or Beneficiary in a manner that would trigger the additional taxes provided under Code Section
409A(a)(1)(B). Notwithstanding the foregoing, the Compensation and Benefits Committee shall have
the power to amend this Plan from time to time without the consent of any Participant or other
party to the extent the Compensation and Benefits Committee deems necessary or appropriate to
preserve the intended tax treatment of benefits payable hereunder.



10. Designation of Beneficiary.




     Each Participant shall have the right to designate one or more Beneficiaries to
receive payment of the Participant’s Deferral Account in the event of the Participant’s death before the
Participant’s Deferral Account has been fully distributed to the Participant. A Participant shall
designate one or more Beneficiaries by executing the beneficiary designation form prescribed from
time to time by the Administrator and filing the same with the Administrator. Any such designation
may be changed at any time by execution of a new designation in accordance with this Section. If no
such designation is on file with the Administrator at the time of the death of the Participant or
if such designation is not effective for any reason, as determined by the Administrator, then the
designated Beneficiary or Beneficiaries to receive such benefit shall be the Participant’s
surviving spouse, if any, or, if none, the Participant’s estate. No Beneficiary designation or
change thereto shall be effective until it has been received by the Administrator.



11. Grandfathered Accounts.




     Grandfathered Accounts shall be administered in accordance with the terms and
provisions of the Plan in effect as of December 31, 2004, provided that no person may exercise
discretion under the terms of the Plan if the exercise of such discretion would cause any portion
of the Grandfathered Account to become subject to Code Section 409A. The terms and provisions of
this amended and restated Plan shall not apply to Grandfathered Accounts.



17









 




This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.




12. Company Stock.




     The Company shall impose such restrictions on Stock delivered to a Participant
hereunder and any other interest constituting a security as it may deem advisable in order to
comply with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchange
or any other stock exchange or automated quotation system upon which the Stock is then listed or
quoted, any state securities laws applicable to such a transfer, any provision of the Company’s
Certificate of Incorporation or By-Laws, or any other law, regulation, or binding contract to which
the Company is a party. No Participant shall have any of the rights or privileges of a shareholder
of the Company under the Plan, including as a result of the crediting of Stock equivalents or other
amounts to a Deferral Account, or the creation of any trust and deposit of such Stock therein,
except at such time as Stock may be actually delivered in settlement of a Deferral Account.



13. General Provisions.





	 	(a)	 	Funding. The Plan is unfunded. All benefits will be paid from the general assets of the
Company.
	 
	 	(b)	 	“Top Hat” Pension Benefit Plan. The Plan is an “employee pension benefit plan” within
the meaning of ERISA. However, the Plan is unfunded and maintained for a select group of
management or highly compensated employees of the Company and, therefore, it is intended
that the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is not
intended to qualify under Section 401(a) of the Code.
	 
	 	(c)	 	Assignment. Other than by will or the laws of descent and distribution, no
right, title or interest of any kind in the Plan shall be transferable or assignable by a
Participant or his or her Beneficiary or be subject to alienation, anticipation,
encumbrance, garnishment, attachment, levy, execution or other legal or equitable process,
nor subject to the debts, contracts, liabilities, engagements or torts of any
Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign,
pledge, garnish, attach or take any other action subject to legal or equitable process or
encumber or dispose of any interest in the Plan shall be void.
	 
	 	(d)	 	Receipt and Release. Payments (in any form) to any Participant or Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims for the Deferred Compensation to which the payments relate
against the Company or any subsidiary thereof, and the Administrator may require such
Participant or Beneficiary, as a condition to such payments, to execute a receipt and
release to such effect. In the case of any payment under the Plan of less than all amounts
then credited to an Account in the form of Company Stock, the amounts paid shall be deemed
to relate to the Stock credited to the account at the earliest time.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(e)	 	Setoff. Notwithstanding any other provision of this Plan, at the time any payment
is due to or on behalf of a Participant hereunder the Company may reduce the amount of
such payment by the amount of any loan, cash advance, extension of credit or other
obligation of the Participant to the Company that is then due and payable, and the
Participant shall be deemed to have consented to such reduction.
	 
	 	(f)	 	Unsegregated Funds; Unsecured General Creditor Status Of Participant .






	 	(i)	 	Any Account established under this Plan shall be hypothetical in nature and shall
be maintained for bookkeeping purposes only so that gains, losses and earnings relating
to the hypothetical investment of each Participant’s Deferred Compensation can be
credited (or charged, as the case may be). Neither the Plan nor any of the Accounts (or
subaccounts) established hereunder shall represent the ownership of or beneficial
interest in any actual funds or assets. The right of any person to receive one or more
payments under the Plan shall be an unsecured claim against the general assets of the
Company and no Participant or Beneficiary shall have an interest in, or lien or prior
claim upon, any property of the Company by reason of any rights of such party, or
obligations owed to such party, under the Plan. Any liability of the Company to any
Participant or Beneficiary with respect to a right to payment shall be based solely
upon contractual obligations created by the Plan. No party shall be deemed to be a
trustee of or with respect to any amounts to be paid under the Plan. Nothing contained
in the Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind or a fiduciary relationship between the Company
and a Participant or any other person.
	 
	 	(ii)	 	The Company shall be under no obligation to segregate Deferred Compensation
during the Deferral Period and an election to defer Compensation under the Plan shall
constitute an acknowledgment and agreement by the Participant that such unsegregated
funds belong absolutely and unconditionally to the Company and are subject to the
claims of the Company’s general creditors. Nothing herein contained shall be
construed as creating any trust, expressed or implied, for the benefit of any
Participant.
	 
	 	(iii)	 	The payments to a Participant, the Participant’s Beneficiary or any other
distributee hereunder shall be made from assets which shall continue, for all purposes,
to be a part of the general, unrestricted assets of the Company. No person shall have
or acquire any interest in any such assets by virtue of the provisions of the Plan. The
Company’s obligation hereunder shall be an unfunded and unsecured promise to pay




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	 	 	money in the future. To the extent that the Participant, Beneficiary or
other distributee acquires a right to receive payments from the Company
under the provisions hereof, such right shall be no greater than the right
of any unsecured general creditor of the Company, and no such person shall
have or acquire any legal or equitable right, interest or claim in or to
any property or assets of the Company.
	 
	 	(iv)	 	The Company may (but shall not be obligated to) establish a trust or trusts, or
such other investment or accounting devices as the Administrator shall deem
appropriate, advisable or desirable, which may take the form of grantor trusts, may be
revocable or irrevocable, and may have independent trustees. If any such trusts or
other devices are established (including but not limited to trusts or devices described
in Section 6(c)(iii)), then so long as they are maintained, the assets of such trusts
or devices will be subject to the claims of creditors of the Company in the event the
Company becomes insolvent. To the extent that the assets of such trusts or other
devices are insufficient to pay benefits due under the Plan, such benefits shall be
paid by the Company from its general assets. Neither Participants, their Beneficiaries
nor their successors or legal representatives shall have any right, actual or
beneficial, other than the right of an unsecured general creditor, against the Company
or against any of such trusts or other devices in respect of any portion of a
Participant’s Account. Any trust or other investment or accounting device established in connection
with this Plan shall be designed and administered in a manner that will not cause
amounts to become taxable under Code Section 409A(b).






	 	(g)	 	Reservation of Rights. Nothing in the Plan shall be construed to (i) give any employee any
right to defer compensation other than as expressly authorized and permitted by the
Administrator in accordance with the Plan; (ii) limit in any way the right of the Company to
terminate a Participant’s employment with the Company; or (iii) be evidence of any agreement or
understanding, expressed or implied, that the Company will employ a Participant at any
particular rate of remuneration.
	 
	 	(h)	 	Withholding and Reporting. To the extent permitted under Code Section 409A and applicable
regulations and other guidance thereunder, the Company shall have the right to deduct or
withhold from any and all deferrals and from all payments of Deferred Compensation any taxes
required by law to be withheld from a Participant or Beneficiary with respect to such payments.
Each Participant’s deferrals of Eligible Compensation shall be reported annually on IRS Form
W-2 or IRS Form 1099 as may be required by law. Stock may be withheld to satisfy such
obligations in any case where taxation would be imposed upon the deferral or delivery
of shares. To the extent permitted under





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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	 	 	Code Section 409A and applicable regulations and other guidance thereunder, the
Administrator may accelerate the time or schedule of payment of any portion of the
Account in order to pay taxes due or required to be withheld in connection with the
Account, including but not limited to additional taxes that become due pursuant to
Code Section 409A.






	 	(i)	 	Delay of Payments. The Company will delay any payment due to the
Participant or Beneficiary hereunder:






	 	(i)	 	If the Administrator reasonably anticipates that the making of the payment
will violate a term of a loan agreement or other similar contract to which the
Company is a party and such violation will cause material harm to the Company,
provided that:






	 	A.	 	any payment delayed pursuant to this provision shall be paid at the
earliest date at which the Administrator reasonably anticipates that
the making of the payment will not cause such a violation or that
such violation will not cause material harm to the Company; and
	 
	 	B.	 	the Company entered into the loan agreement or other similar contract for
legitimate business reasons and not to avoid the restrictions of Code
Section 409A;






	 	(ii)	 	If the Administrator reasonably anticipates that the making of the payment will violate
Federal securities laws or other applicable laws, provided that any payment delayed pursuant to
this paragraph shall be paid at the earliest date at which the Administrator reasonably anticipates
that the making of the payment will not cause such a violation; or
	 
	 	(iii)	 	If the Administrator reasonably anticipates that the Company’s deduction with respect to such payment otherwise would be
limited or eliminated by application of Code Section 162(m), provided that any payment delayed
pursuant to this paragraph shall be paid at the earliest date at which the Administrator reasonably
anticipates that the deduction with respect to such payment will not be limited or eliminated by
application of Code Section 162(m).






	 	(j)	 	Number and Gender. Wherever appropriate herein, words used in the singular shall be
considered to include the plural and words used in the plural shall be considered to
include the singular. The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender.




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This amended and restated plan document is subject to final approval by the Compensation and
Benefits Committee of the Board of Directors of R.H. Donnelley Corporation.





	 	(k)	 	Headings. The headings of sections and paragraphs herein are included solely for
convenience, and if there is any conflict between such headings and the text of the Plan,
the text of the Plan shall control.
	 
	 	(l)	 	Deferred Compensation. The Company intends that amounts payable to a Participant or
Beneficiary pursuant to the Plan shall not be included in income
for federal, state or local income tax purposes until the benefits are actually paid or
delivered to such Participant or Beneficiary. Accordingly, this Plan shall be
interpreted and administered consistently with the requirements of Code Section 409A,
as amended or supplanted from time to time, and current and future guidance thereunder.
	 
	 	(m)	 	No Tax Representations. The Company and the Administrator do not represent or guarantee to
any Participant or Beneficiary that any particular federal or state income, payroll or other
tax treatment will result from the Participant’s participation in this Plan. The Participant or
Beneficiary is solely responsible for the proper tax reporting and timely payment of any income
tax or interest for which the Participant or Beneficiary is liable as a result of the
Participant’s participation in this Plan.
	 
	 	(n)	 	Binding Effect. The Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and on Participants and Beneficiaries and their
respective heirs, executors and legal representatives.
	 
	 	(o)	 	Severability. If any provision of the Plan should for any reason be declared invalid or
unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless
remain in full force and effect but shall be interpreted and administered consistently with the
requirements of Code Section 409A.
	 
	 	(p)	 	Applicable Law. The Plan shall be construed in accordance with and governed by the laws of
the State of Delaware to the extent not superseded by federal law.






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