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                                                                   Exhibit 10.23

         AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of December 27, 2001
by and between R.H. Donnelley Corporation, a Delaware corporation, (the
"COMPANY") and Frank R. Noonan (the "EXECUTIVE").

         WHEREAS, the Company and Executive previously entered into an
Employment Agreement dated as of September 28, 1998 (the "FORMER AGREEMENT") and
further desire to amend and restate the Former Agreement in its entirety; and

         WHEREAS, Executive is currently serving as Chief Executive Officer of
the Company; and

         WHEREAS, Executive is willing so to continue his employment on the
terms hereinafter set forth in this agreement, which shall supersede in its
entirety the Former Agreement (this "AGREEMENT");

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

         1. Term of Employment. Executive shall be employed by the Company until
the Employment Termination Date, as hereinafter defined (the "EMPLOYMENT TERM").

         2. Position; Change of Status. (a) Unless otherwise mutually agreed
between the parties, (i) Executive will continue to serve as Chief Executive
Officer of the Company until May 1, 2002, the date of the Company's Annual
Meeting of Shareholders (the "CHANGE OF STATUS DATE"); (ii) on the Change of
Status Date, Executive will relinquish his title and office, and continue to be
employed as Chairman of the Company; (iii) immediately following the December
2002 meeting of the Board of Directors of the Company (the "BOARD") (the date of
which being hereinafter referred to as the "EMPLOYMENT CONTINUATION DATE"),
Executive will resign from the Board and will relinquish his title as Chairman;
and (iv) effective as of the Employment Continuation Date, Executive will
continue to be employed by the Company as Special Industry and Strategy Liaison.
The Company agrees to employ Executive in these roles and to provide the
payments and other benefits referred to herein, and Executive agrees to be
employed as provided hereunder, through July 31, 2003 (the "EMPLOYMENT
TERMINATION DATE").

         (b) In his roles as Chairman and as Special Industry and Strategy
Liaison, Executive will report to the Board and to the Chief Executive Officer
and his duties will include: (i) consulting and advising the Board and senior
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management with respect to industry and strategic planning matters, including,
but not limited to, acting as RHD liaison with respect to the China Big
investment (including serving on the China Big Board if so requested by RHD),
(ii) if so requested by RHD, acting as liaison to industry trade groups, (iii)
assisting the Board in searching for and selecting a new Chairperson and in
facilitating the transition to the new Chairperson, (iv) assisting and
facilitating the transition to the new Chief Executive Officer and (v) such
other duties, commensurate with his position, as may be reasonably assigned by
the Board and the Chief Executive Officer from time to time. Executive shall
devote such time to the performance of his duties hereunder as is necessary to
carry out his responsibilities.

         3. Salary. Executive will continue to receive his current salary
($21,875 per semi-monthly pay period) until (but not including) the Change of
Status Date. From the Change of Status Date through December 31, 2002, in
consideration of his services as Chairman or Special Industry and Strategy
Liaison, as the case may be, Executive will receive a total salary of $500,000,
in equal semi-monthly increments, and from January 1, 2003 through the
Employment Termination Date, in consideration of his services as Special
Industry and Strategy Liaison, he will receive a total salary of $100,000, in
equal semi-monthly increments.

         4. Variable Compensation. For 2002 and 2003, Executive shall not be
eligible to participate in any annual or long-term cash and stock incentive
plans of the Company. In lieu of participating in any such plans, Executive
shall be entitled to receive, as soon as practicable after the last business day
of each of the first four months of 2002, a lump sum payment of $156,250.

         5. Recognition Bonus. In consideration of (i) Executive's considerable
contributions during his long service to the Company, (ii) Executive's services
in identifying and training his successor as Chief Executive Officer, (iii)
Executive agreeing to resign as Chief Executive Officer on the Change of Status
Date and (iv) Executive's execution of this Agreement, the Company shall pay
Executive a Recognition Bonus of $1,500,000 promptly after the Change of Status
Date.

         6. Options. Until the Employment Termination Date, options currently
held by Executive will continue to vest in accordance with their terms.

         7. PERS, Deferred Compensation. Executive will be entitled to receive
the third and final installment of the 1998 PERS award and the first installment
of the 1999 PERS award, both payable in February or March 2002. Such amounts
will be deferred, in accordance with his previous deferral election, and paid
into the Company's Deferred Compensation Plan. Such portion of the 1998 PERS
award will be deferred in shares, and such portion of the 1999 PERS


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award will be deferred in cash. All of Executive's deferred accounts will be
distributed to Executive in a lump sum as soon as practicable after the first
Valuation Date, as defined in the Deferred Compensation Plan, occurring after
the Change of Status Date, and Executive will not be eligible to participate in
the Deferred Compensation Plan after such date. Such distribution will be in
cash, except to the extent that deferred account balances are invested in
Company stock, which will be distributed in kind.

         The earned value of the 1999 PERS award shall be determined in February
2002 by the Compensation and Benefits Committee of the Board in accordance with
the terms of the PERS plan and consistent with the Committee's past practice.
Executive will be entitled to receive (i) the portion of his 1999 PERS award
that is not deferred as set forth above, and (ii) $280,000, representing
one-third of the target amount of his 2001 PERS award. These amounts shall be
paid, in cash, in a lump sum as soon as practicable after the Change of Status
Date.

         8. Lock up. Executive agrees not to sell, pledge or otherwise transfer
or dispose of any Company stock, in any manner, whether physically,
synthetically, by contract directly or indirectly or otherwise prior to the
Change of Status Date, except that (i) Executive may engage in any transaction,
other than a pledge or hypothecation of the stock, that does not require the
filing of a Form 144 or a Form 4 or 5; (ii) Executive may donate Company stock
to family members and to charity, as long as such disposition is eligible to be
reported on Form 5 and is in fact so reported at the normal time such Form 5 is
due and (iii) Executive may file any required Forms 4 or 5 that arise out of the
transactions and payments described in Section 7 hereof. The Compensation
Committee may release Executive from the lockup restriction as part of any
broad-based executive sales program.

         9. Employee Benefits; Perquisite. During the Employment Term, Executive
shall be eligible, on the same basis as he is currently eligible, for employee
benefits (including fringe benefits, vacation, pension and profit sharing plan
participation and life, health, accident and disability insurance) no less
favorable than those benefits for which he is eligible immediately prior to
December 27, 2001. Executive will continue to be eligible for reimbursement of
expenses relating to financial and tax planning services through the completion
of his income tax return for calendar year 2003, up to a maximum of $11,000 per
year.

         10. Business Expenses. Reasonable travel, entertainment and other
business expenses incurred by Executive in the performance of his duties

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hereunder shall be reimbursed by the Company in accordance with Company policies
from time to time.

         11. Unforeseen Termination of Employment. The Company shall not
terminate Executive's employment under this Agreement prior to July 31, 2003,
except for Cause. In the event that (i) Executive's employment is terminated
prior to the Employment Termination Date by reason of his death, or (ii)
following a Change in Control, the successor to the business of the Company does
not assume, by operation of law or by contract, the obligations of the Company
hereunder, then all amounts to which Executive is entitled hereunder which have
not theretofore been paid shall be paid in lump sum to Executive or his legal
representative as soon as practicable following such termination of employment
or Change in Control.

         In the event that, prior to the Employment Termination Date, Executive
should incur a Disability, Executive or his legal representative shall continue
to receive the benefits of this Agreement; provided, however, that any cash
payments due hereunder shall be reduced, but not below zero, by any disability
insurance benefit received by Executive under the Company's disability insurance
plans.

         12. Definitions. (a) "CAUSE" shall mean (i) Executive's willful and
continued failure substantially to perform the duties of his position (other
than as a result of total or partial incapacity due to physical or mental
illness or as a result of a termination by Executive after a material breach by
the Company of its obligations hereunder), (ii) any willful act or omission by
Executive constituting dishonesty, fraud or other malfeasance, which in any such
case is demonstrably injurious to the financial condition or business reputation
of the Company or any of its affiliates, or (iii) Executive's conviction of a
felony under the laws of the United States or any state thereof or any other
jurisdiction in which the Company or any of its subsidiaries conducts business
which materially impairs the value of Executive's services to the Company or any
of its subsidiaries. For purposes of this definition, no act or failure to act
shall be deemed "willful" unless effected by Executive not in good faith and
without a reasonable belief that such action or failure to act was in or not
opposed to the best interests of the Company.

         (b) "CHANGE IN CONTROL" shall mean the occurrence of any of the
following events after December 27, 2001:

                  (i) Any "person," as such term is used in Section 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
         ACT") (other than the Company, any trustee or other fiduciary holding
         securities under an employee benefit plan of the Company, or any
         company owned directly or indirectly by the shareholders of the Company

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         in substantially the same proportions as their ownership of stock of
         the Company), is or becomes the "beneficial owner" (as defined in rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company representing 20% or more of the combined voting power of
         the Company's then outstanding securities;

                  (ii) During any period of two consecutive years commencing on
         December 27, 2001, individuals who at the beginning of such period
         constitute the Board, and any new director (other than a director
         designated by a person (as defined above) who has entered into an
         agreement with the Company to effect a transaction described in
         subsections (i), (iii) or (iv) of this definition) whose election by
         the Board or nomination for election by the Company's shareholders was
         approved by a vote of at least two-thirds (_) of the directors then
         still in office who either were directors at the beginning of the
         period or whose election or nomination for election was previously so
         approved, cease for any reason to constitute at least a majority
         thereof;

                  (iii) The shareholders of the Company have approved a merger
         or consolidation of the Company with any other company and all other
         required governmental approvals of such merger or consolidation have
         been obtained, other than (A) a merger or consolidation which would
         result in the voting securities of the Company outstanding immediately
         prior thereto continuing to represent (either by remaining outstanding
         or by being converted into voting securities of the surviving entity)
         more than 60% of the combined voting power of the voting securities of
         the Company or such surviving entity outstanding immediately after such
         merger or consolidation or (B) a merger or consolidation effected to
         implement a recapitalization of the Company (or similar transaction) in
         which no person (as defined above) becomes the beneficial owner (as
         defined above) of more than 20% of the combined voting power of the
         Company's then outstanding securities; or

                  (iv) The shareholders of the Company have approved a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the Company's
         assets, and all other required governmental approvals of such
         transaction have been obtained.

         (c) "DISABILITY" shall mean Executive's inability, as a result of
physical or mental incapacity, to perform the duties of his position for a
period of six (6) consecutive months or for an aggregate of six (6) months in
any twelve (12) consecutive month period. Any question as to the existence of
the Disability


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of Executive as to which Executive and the Company cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable
to Executive and the Company. If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and
Executive shall be final and conclusive for all purposes of this Agreement.

         13. Pension and Other Retirement Benefits. In connection with
Executive's resignation as Chief Executive Officer on the Change of Status Date,
Executive will cease to participate in the RHD nonqualified excess and
supplemental pension plans (collectively, the "SERP"). In consideration of such
cessation, and in settlement of any and all accrued benefits under the RHD SERP,
the Company shall pay Executive $7,088,943 in a cash lump sum as soon as
practicable after the Change of Status Date. Executive will continue to
participate in the Company's qualified defined benefit pension plan in
accordance with its terms. Effective upon the Employment Termination Date,
Executive shall be fully vested in and eligible to participate in the Company's
post-retirement life, health, medical, dental and vision insurance plans.

         14. Certain Payments. (a) If any of the payments or benefits received
or to be received by Executive in connection with a Change in Control or
Executive's termination of employment, whether or not pursuant to this Agreement
(such payments or benefits, excluding the Gross-Up Payment, as hereinafter
defined, shall hereinafter be referred to as the "TOTAL PAYMENTS") will be
subject to an excise tax as provided for in Section 4999 of the Internal Revenue
Code (the "CODE") (the "EXCISE TAX"), the Company shall pay to Executive an
additional amount (the "GROSS-UP PAYMENT") such that the net amount retained by
Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the
Gross-Up Payment, shall be equal to the Total Payments; provided, however, that
if the Total Payments are less than 360% of Executive's Base Amount, as defined
in Section 280G(b)(3) of the Code, Executive shall not be entitled to the
Gross-Up Payment, and the Total Payments shall be reduced as provided for in
Section 14(d) below.

         (b) For purposes of determining whether any of the Total Payments will
be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as "parachute payments" (within the meaning of
Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("TAX
COUNSEL") reasonably acceptable to Executive and selected by the accounting firm
acting as the "Auditor", as defined below, such payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of Section
280G(b)(4)(A) of the Code, (ii) all "Excess parachute payments" within


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the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the
Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments
(in whole or in part) represent reasonable compensation for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of
the Base Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rate of taxation in the state and
locality of Executive's residence or, if higher, in the state and locality of
Executive's principal place of employment, on the date of termination (or if
there is no date of termination, then the date on which the Gross-Up Payment is
calculated for purposes of this Section 14), net of the maximum reduction in
federal income taxes which could be obtained from deduction of such state and
local taxes.

         (c) In the event that the Excise Tax is finally determined to be less
than the amount taken into account hereunder in calculating the Gross-Up
Payment, Executive shall repay to the Company, at the time that the amount of
such reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (including that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in a reduction in Excise Tax and/or a
federal, state or local income or employment tax deduction) plus interest on the
amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B)
of the Code. In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder in calculating the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess (plus any interest, penalties or additions
payable by Executive with respect to such excess) at the time that the amount of
such excess is finally determined. Executive and the Company shall each
reasonably cooperate with the other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for Excise
Tax with respect to the Total Payments.

         (d) If the Total Payments would constitute an Excess parachute payment,
but are less than 360% of the Base Amount, such payments shall be reduced to the
largest amount that may be paid to Executive without the imposition of the

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Excise Tax or the disallowance as deductions to the Company under Section 280G
of the Code of any such payments.

         (e) All determinations under this Section 14 shall be made by a
nationally recognized accounting firm selected by Executive (the "AUDITOR"). The
Company shall cooperate in good faith in making such determinations and in
providing the necessary information for this purpose.

          15. Indemnification. The Company will indemnify Executive (and his
legal representative or other successors) to the fullest extent permitted
(including a payment of expenses in advance of final disposition of a
proceeding) by applicable law, as in effect at the time of the subject act or
omission, or by the Certificate of Incorporation and By-Laws of the Company, as
in effect at such time or on December 27, 2001, or by the terms of any
indemnification agreement between the Company and Executive, whichever affords
or afforded greatest protection to Executive, and Executive shall be entitled to
the protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers (and to the extent the
Company maintains such an insurance policy or policies, Executive shall be
covered by such policy or policies, in accordance with its or their terms to the
maximum extent of the coverage available for any Company officer or director),
against all costs, charges and expenses whatsoever incurred or sustained by him
or his legal representatives (including but not limited to any judgment entered
by a court of law) at the time such costs, charges and expenses are incurred or
sustained, in connection with any action, suit or proceeding to which Executive
(or his legal representatives or other successors) may be made a party by reason
of his having accepted employment with the Company or by reason of his being or
having been a director, officer or employee of the Company, or any subsidiary of
the Company, or his serving or having served any other enterprise as a director,
officer or employee at the request of the Company. Executive's rights under this
Section 15 shall continue without time limit for so long as he may be subject to
any such liability, whether or not the Employment Term may have ended.

         16. Non-Competition. (a) Executive acknowledges and recognizes the
highly competitive nature of the businesses of the Company and its affiliates
and accordingly agrees that during the Employment Term and for a period of one
year after the termination thereof;

                  (i) Executive will not directly or indirectly engage in any
         business which is in competition with any line of business conducted by
         the Company or its affiliates (including without limitation by
         performing or soliciting the performance of services for any person who
         is a customer or client of the Company or any of its affiliates)
         whether such engagement is as an officer, director, proprietor,
         employee, partner, investor (other


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         than as a holder of less than 1% of the outstanding capital stock of a
         publicly traded corporation), consultant, advisor, agent, sales
         representative or other participant, in any location in which the
         Company or any of its affiliates conducted any such competing line of
         business.

                  (ii) Executive will not directly or indirectly assist others
         in engaging in any of the activities in which Executive is prohibited
         from engaging in by clause (i) above.

                  (iii) Executive will not directly or indirectly induce any
         employee of the Company or any of its affiliates to engage in any
         activity in which Executive is prohibited to engage by this Section, or
         to terminate his or her employment with the Company or any of its
         affiliates, and will not directly or indirectly employ or offer
         employment to any person who was employed by the Company or any of its
         affiliates unless such person shall have ceased to be employed by the
         Company or any of its affiliates for a period of at least 12 months.

                  (iv) Executive will not directly or indirectly solicit
         subscribers or suppliers of the Company or telephone companies for
         which the Company serves as sales agent or induce any such person to
         terminate its relationships with the Company.

         (b) It is expressly understood and agreed that although Executive and
the Company consider the restrictions contained in this Section 16 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against Executive, the provisions
of this Agreement shall not be rendered void but shall be deemed amended to
apply as to such maximum time and territory and to such maximum extent as such
court may judicially determine or indicate to be enforceable. Alternatively, if
any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

         17. Confidentiality; Nondisparagement. (a) Executive will not at any
time (whether during or after his employment with the Company) disclose or use
for his own benefit or purposes or the benefit or purposes of any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other
confidential information relating to customers, development programs, costs,

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marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, employees,
organizational structure or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, provided that the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executive's breach of this covenant. Executive agrees that upon termination of
his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks and diaries. Executive further agrees that he will not retain or use
for his account at any time any trade names, trademark or other proprietary
business designation used or owned in connection with the business of the
Company or its affiliates.

         (b) Executive will not at any time (whether during or after his
employment with the Company) knowingly make any statement, written or oral, or
take any other action relating to the Company or its officers or directors that
would disparage or otherwise harm the Company, its business or its reputation or
those of any of its officers and directors.

         18. Material Inducement; Specific Performance. Executive acknowledges
and agrees that the covenants entered into by Executive in Section 16 and 17 are
essential elements of the parties' agreement as expressed herein, are a material
inducement for the Company to enter into this Agreement and the breach thereof
would be a material breach of this Agreement. Executive further acknowledges and
agrees that the Company's remedies at law for a breach or threatened breach of
any of the provisions of Section 16 or Section 17 would be inadequate and, in
recognition of this fact, Executive agrees that, in the event of such a breach
or threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent
injunction or any other equitable remedy which may then be available.

         19. Litigation Support. Executive agrees that he will assist and
cooperate with the Company in connection with the defense or prosecution of any
claim that may be made against or by the Company or its affiliates, or in
connection with any ongoing or future investigation or dispute or claim of any
kind involving the Company or its affiliates, including any proceeding before
any arbitral, administrative, judicial, legislative, or other body or agency,
including testifying in any proceeding, to the extent such claims,
investigations or proceedings relate to services performed or required to be
performed by Executive, pertinent knowledge possessed by Executive, or any act
or omission


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by Executive. Executive further agrees to perform all acts and to execute and
deliver any documents that may be reasonably necessary to carry out the
provisions of this Section.

         20. Legal Fees. The Company will reimburse Executive for reasonable
legal fees and expenses incurred by Executive in negotiating and entering into
this Agreement, not to exceed $25,000. In addition, the Company will reimburse
Executive for reasonable legal fees and expenses incurred by Executive in
enforcing his rights in connection with this Agreement, if Executive's position
substantially prevails. Following a Change in Control, the Company will pay or
reimburse Executive, as incurred, for all such fees and costs unless Executive's
claim was frivolous or was brought or pursued by Executive in bad faith.

         21. Miscellaneous. (a) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.

         (b) Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way, including, without limitation, the
Former Agreement. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject matter
herein other than those expressly set forth herein and in the incentive
compensation and other employee benefit plans and arrangements of the Company
referenced herein. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.

         (c) No Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement.

         (d) Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

         (e) Assignment. This Agreement shall not be assignable by Executive and
shall be assignable by the Company only with the consent of Executive except as
set forth in Section 21(h); provided that no such assignment by the Company
shall relieve the Company of any liability hereunder, whether accrued before or
after such assignment.

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         (f) No Mitigation. Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise, and no such employment, if obtained, or compensation or benefits
payable in connection therewith, shall reduce any amounts or benefits to which
Executive is entitled hereunder.

         (g) Arbitration. Any dispute between the parties to this Agreement
arising from or relating to the terms of this Agreement or the employment of
Executive by the Company shall be submitted to arbitration in New York, New York
under the auspices of the American Arbitration Association.

         (h) Successors; Binding Agreement

                  (i) The Company will require any successor (whether direct or
         indirect, by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. Such assumption and agreement
         shall be obtained prior to the effectiveness of any such succession. As
         used in this Agreement, "Company" shall mean the Company as
         hereinbefore defined and any successor to its business and/or assets as
         aforesaid which assumes and agrees to perform this Agreement by
         operation of law, or otherwise. Prior to a Change in Control, the term
         "Company" shall also mean any affiliate of the Company to which
         Executive may be transferred and the Company shall cause such successor
         employer to be considered the "Company" bound by the terms of this
         Agreement and this Agreement shall be amended to so provide. Following
         a Change in Control the term "Company" shall not mean any affiliate of
         the Company to which Executive may be transferred unless Executive
         shall have previously approved of such transfer in writing, in which
         case the Company shall cause such successor employer to be considered
         the "Company" bound by the terms of this Agreement and this Agreement
         shall be amended to so provide.


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                  (ii) This Agreement shall inure to the benefit of and be
         binding upon personal or legal representatives, executors,
         administrators, successors, heirs, distributers, devisees and legatees.
         If Executive should die while any amount would still be payable to
         Executive hereunder if Executive had continued to live, all such
         amounts, unless otherwise provided herein, shall be paid in accordance
         with the terms of this Agreement to the devisee, legatee or other
         designee of Executive or, if there is no such designee, to the estate
         of Executive.

         (i) Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
Executive at the address appearing from time to time in the personnel records of
the Company and to the Company at the address of its corporate headquarters,
directed to the attention of the Board with a copy to the Secretary of the
Company, or in either case to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.

         (j) Withholding Taxes. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

         (k) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


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<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                   R. H. DONNELLEY CORPORATION


                                   By:  /s/ Robert J. Bush
                                      ------------------------------------------
                                        Title: Vice President

                                   EXECUTIVE

                                   /s/ Frank R. Noonan
                                      ------------------------------------------




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