EX-10.41






EXHIBIT 10.41




R. H. DONNELLEY CORPORATION

SEVERANCE PLAN—SENIOR VICE PRESIDENT




PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION




(Effective as Amended March 9, 2009)




     This document describes the benefits available under the R. H. Donnelley Corporation Severance
Plan—Senior Vice President (the “SVP Plan”). The SVP Plan replaces and supersedes the R. H.
Donnelley Executive Severance Policy, the R. H. Donnelley Employee Continuity Plan, the Dex Media,
Inc. Management Separation Plan, the Special Transitional Leave of Absence Program for Dex Media
and any other plan or program (excluding Employment Agreements, as defined in Section 4.5.6) of the
Employer that purports to provide severance or separation pay or benefits to employees at the level
of Senior Vice President or above. R. H. Donnelley Corporation (the “Company”) has established the
SVP Plan to provide benefits to certain employees (hereinafter an “Employee” or, collectively,
“Employees”) of the Company and its Affiliates (hereinafter collectively referred to as the
“Employer”) in the event of termination of their employment under the circumstances described in
the SVP Plan. The SVP Plan is effective as amended on March 9, 2009, and shall continue in effect
(as it may be further amended from time to time as herein provided) until terminated as hereinafter
provided.



1. PURPOSE OF THE SVP PLAN




     The purpose of the SVP Plan is to provide income to Employees who become eligible to
participate in the SVP Plan pursuant to Section 3.1 (hereinafter “Participant” or, collectively,
“Participants”) while seeking and/or transitioning to new employment. The SVP Plan is a welfare
benefit plan and this document is intended to constitute both a severance pay plan and its related
summary plan description (“SPD”) under the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”). Benefits payable under the SVP Plan shall constitute unfunded general
obligations of the Employer payable from its general assets, and the Employer shall not be required
to establish any special fund or trust for purposes of paying benefits under the SVP Plan.
Benefits under the SVP Plan are not payments for past services. The SVP Plan is available only to
Participants who meet all eligibility requirements as defined herein, and is not available to any
other Employees of the Employer.



2. PLAN ADMINISTRATOR




     2.1 Designation. The Employee Benefits Committee of the Employer shall serve as the
administrator of the SVP Plan (the “SVP Plan Administrator”) for all purposes, including serving as
named fiduciary of the SVP Plan under ERISA. Contact information for the SVP Plan Administrator is
included in the SVP Plan Information section of this SVP Plan. Any member of the Employee Benefits
Committee shall recuse himself or herself from consideration of the application of this SVP Plan to
them.



 









 





     2.2 Authority. The SVP Plan Administrator, in its sole and absolute discretion, may
adopt such rules, regulations, and bylaws and make such decisions as it deems necessary or
desirable for the proper administration of the SVP Plan. The SVP Plan Administrator shall have
sole and absolute discretionary authority to determine eligibility for benefits, to interpret the
provisions of the SVP Plan, to make all determinations required or permitted under the SVP Plan,
and to take such other actions as it deems appropriate. Determinations of the SVP Plan
Administrator shall be conclusive and binding upon all affected persons, and there shall be no
appeal from any ruling by the SVP Plan Administrator that is within the SVP Plan Administrator’s
authority, except as provided in this SVP Plan. When making a determination or calculation, the
SVP Plan Administrator shall be entitled to rely upon information furnished by the Employer’s
employees and agents. The SVP Plan Administrator may delegate certain administrative duties under
the SVP Plan to personnel within the Human Resources or Finance functions of the Employer as it
deems appropriate.



3. ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility Requirements. An Employee shall become a Participant in the SVP Plan
if all of the following criteria are met:




	 	(a)	 	Immediately prior to the date of an Employee’s termination of
employment (the “Termination Date”), the Employee is a regular, full-time
employee of the Employer either (i) serving in a position of Senior Vice
President, or a more senior position, in either case with a direct reporting
relationship to the Chief Executive Officer of the Company, or (ii) has
otherwise been determined by the Employer to be a Section 16 officer, within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (an Employee satisfying
the eligibility requirements of clause (i) or (ii) above shall be referred to
hereinafter as an “SVP”);
	 
	 	(b)	 	The Employee’s employment is terminated either:






	 	(i)	 	By the Employer for reasons other than “Cause”
(as defined in Section 4.5.4); or
	 
	 	(ii)	 	By the Employee for “Good Reason” (as defined
in Section 4.5.5);






	 	(c)	 	The Employee promptly returns all property of the Employer
and pays all amounts, if any, that the Employee owes to the Employer or agrees
to have all such amounts deducted from the Severance Benefits to be paid under
the SVP Plan;




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	 	(d)	 	The Employee timely executes and returns a general release in
such form and containing such terms and conditions as may be required by the
Employer (the “General Release”), does not revoke such release within the
time permitted under applicable state or federal law, and reaffirms in
writing in the General Release his or her obligations under any existing
agreements or commitments concerning non-competition, non-solicitation,
non-disparagement, confidentiality, trade secrets and intellectual property
(collectively, “Employer Protection Obligations”); provided that if the
Employee is not bound by such Employer Protection Obligations as of the Date
of Termination, the Employer may require that the General Release include
Employer Protection Obligations to which it requires newly-hired SVP’s to
commit prior to their employment with Employer; and
	 
	 	(e)	 	The Employee is not in one of the excluded categories listed
below.





     3.2 Eligibility Exclusions. The following categories of Employees shall not be
eligible to participate under the SVP Plan:




	 	(a)	 	Any Employee who does not satisfy the eligibility criteria set
forth in Section 3.1;
	 
	 	(b)	 	Any Employee who voluntarily terminates his or her employment,
except under circumstances that constitute “Good Reason” or is terminated by
Employer for Cause;
	 
	 	(c)	 	Any Employee who is subject to an Employment Agreement; or
	 
	 	(d)	 	Any Employee whose employment is terminated due to retirement,
death or disability.





     3.3 Loss of Eligibility. Any Participant who the SVP Plan Administrator determines:
(a) violates an Employer Protection Obligation or otherwise violates any of the terms and
conditions of the General Release executed by the Participant, or (b) violates any of the terms and
conditions of any other material agreement between Participant and the Employer, or (c) otherwise
engages in conduct that may adversely affect the Employer’s reputation or business relations shall
lose his or her eligibility to participate in the SVP Plan, and shall be liable for reimbursing the
Employer for any Severance Benefits previously received by him or her pursuant to the SVP Plan.



     3.4 Reservation of Employer Rights. Neither this SVP Plan nor any action taken
hereunder shall be construed as: (i) giving any Employee the right to continue in the employ of
the Employer, (ii) interfering in any way with the absolute, unfettered right of the Employer to
terminate any Employee’s employment at any time for any reason, whether for cause or otherwise, or
with or without notice, or (iii) giving any Employee any right to be eligible for Severance
Benefits under this SVP Plan or otherwise, other than strictly in accordance with the eligibility
provisions and other terms and conditions of this SVP Plan.



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4. SEVERANCE BENEFITS




     4.1 Regular Severance Benefits. A Participant under Section 3.1 shall be entitled to
receive Severance Benefits as described in this Section 4.1 (“Regular Severance Benefits”), unless
the Termination Date occurs within two (2) years following a Change in Control, as defined in
Section 4.2, subject to the terms and conditions of the SVP Plan, as follows:



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     Regular Severance Benefits



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Position	 	 	Cash Severance	 	 	Benefit	 	 	Bonus for Year of	 
	 	 	 	 	 	 	 	Continuation/COBRA	 	 	Separation under	 
	 	 	 	 	 	 	 	Supplement	 	 	Employer Bonus Plan	 
	 	Participant—SVP

	 	 	Lump sum payment
equal to 78 weeks
(“Regular Severance
Period”) of pay,
plus one and
one-half times
target bonus (in
aggregate, “Cash
Severance”).
	 	 	•
	 	 	Employer
will reimburse
Participant for the
difference, if any,
between (a) the
total cost paid by
Participant for
continuing health
benefits under
COBRA and (b) the
active employee
rate for the same
health benefits
elected by
Participant under
COBRA, for up to 18
months, but such
reimbursement shall
cease upon an
Employee otherwise
becoming eligible
for health benefits
(“COBRA
Supplement”).
	 	 	If Participant has
worked at least 90
days of the current
calendar year at
the Termination
Date, prorated
bonus will be
payable based upon
actual performance
for the entire
performance period
at such time as
bonuses are
otherwise paid
(“Pro Rata Bonus
Payout”).	 
	 	 

	 	 	 	 	 	
•
	 	 	
Employer
will pay premiums
to continue basic
life insurance for
up to 18 months,
but such coverage
shall cease upon an
Employee otherwise
becoming eligible
for such benefit
(“Life Insurance
Continuation”).	 	 	 	 
	 





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     4.2 Severance Benefits upon a Change in Control. In lieu of Regular Severance
Benefits described in Section 4.1 above, a Participant shall be entitled to receive Severance
Benefits as described in this Section 4.2 (“Change in Control Severance Benefits”) if the
Termination Date occurs within two (2) years following a Change in Control, subject to the terms
and conditions of this SVP Plan, as follows:



     Change in Control Severance Benefits



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Position	 	 	Salary Continuation	 	 	Benefit	 	 	Bonus for Year of	 
	 	 	 	 	or Cash Severance	 	 	Continuation/COBRA	 	 	Separation under	 
	 	 	 	 	 	 	 	Supplement	 	 	Company Bonus Plan	 
	 	Participant—SVP

	 	 	Lump sum payment
equal to 104 weeks
(“Change in Control
Severance Period”)
of pay, plus two
times target bonus,
as Cash Severance.
	 	 	•



•
	 	 	Employer
will provide the
COBRA Supplement
for up to 18
months.


Employer
will provide Life
Insurance
Continuation for up
to 18 months.
	 	 	If Participant has
worked at least 90
days of the current
calendar year at
the Termination
Date, Employer will
provide a Pro Rata
Bonus Payout.	 
	 





4.2.1 Change in Control Defined.




          (a) For purposes of determining whether Change in Control Severance Benefits are
payable, a Change in Control shall mean the occurrence of any of the following events:




     (i) Any “person,” as such term is used in Sections 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 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
50% or more of the combined voting power of the Company’s then outstanding
securities;




     (ii) During any period of twelve (12) consecutive months, 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 (2/3) 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;



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     (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 30% 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.



          (b) For purposes of this SVP Plan, if a Participant’s Termination Date occurs after the
commencement of negotiations with a potential acquiror or business combination partner but prior to
an actual Change in Control, and an actual Change in Control with such acquiror or business
combination partner occurs within one year after such Participant’s Termination Date, the
Termination Date shall be deemed to occur within two years following a Change in Control and such
Participant shall be entitled to Change in Control Severance Benefits under Section 4.2.



     4.3 Health Plan Continuation. A Participant’s current health coverage provided under
the Employer’s group health plan, in effect at the Termination Date, shall terminate on the last
day of the month in which the Termination Date occurs in accordance with the terms of the
Employer’s group health plan. Under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”), upon termination of employment, an employee has certain coverage continuation rights.
If a Participant makes an election to exercise his or her COBRA rights, the Participant and his or
her dependents shall be responsible for paying the maximum permitted cost under COBRA for any
continued coverage under the Employer’s group health plans, which are elected pursuant to COBRA,
subject to any reimbursement by the Employer as provided in Sections 4.1 and 4.2. Any changes that
occur during the Severance Period that impact active employees, including rate changes, will also
apply to the Participant’s Severance Benefits under this Plan. At the conclusion of the Severance
Period and for the remainder of the period of
COBRA eligibility, the Participant will be responsible for paying the maximum permitted cost under
COBRA for any continued coverage elected under COBRA.



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     4.4 Other Benefit Plans. All Participants will cease to be Employees on their
Termination Dates and will no longer be eligible to participate in any welfare or retirement plans
maintained by the Employer, except as otherwise provided in such plans, or as required by
applicable law.



     4.5 Definitions and Applications. For purposes of calculating Severance
Benefits under this Section 4, the following definitions or applications shall be used.



          4.5.1 Week of Pay. In determining Cash Severance under Sections 4.1 or 4.2, and for
purposes of Section 5.5.1, a “week of pay” shall be defined, as the Participant’s annual base
salary for one year’s service at the rate in effect immediately preceding (a) in the case of
involuntary termination by the Employer, any notice from the Employer to the Participant of his or
her involuntary termination, or (b) in the case of a termination of his or her employment by
Participant for Good Reason, the first incidence of a condition giving rise to such Good Reason, in
each case, divided by 52.



          4.5.2 Bonus. Reference to bonus or to a bonus plan means the Participant’s
participation in the Employer’s annual cash incentive plan applicable to the Participant, if any,
subject to the terms and conditions in effect immediately preceding (a) in the case of involuntary
termination by the Employer, any notice from the Employer to the Participant of his or her
involuntary termination, or (b) in the case of a termination of his or her employment by
Participant for Good Reason, the first incidence of a condition giving rise to such Good Reason.
Nothing in this SVP Plan creates any obligation of the Employer to create or maintain any such
bonus or bonus plan.



          4.5.3 Affiliate. As used in this SVP Plan, reference to Affiliates shall mean any
individual or entity directly or indirectly controlling, controlled by or under common control
with, the specified individual or entity. For purposes of this SVP Plan, the direct or indirect
ownership of over fifty percent (50%) of the outstanding voting securities of an entity, or the
right to receive over fifty percent (50%) of the profits or earnings of an entity shall be deemed
to constitute control. Such other relationships as in fact result in actual control over the
management, business and affairs of an entity, shall also be deemed to constitute control;
provided, however, as of the effective date of the SVP Plan, Affiliates shall not include
Business.com, Inc. (unless and until subsequently determined otherwise by the SVP Plan
Administrator) or any other affiliate of the Employer from time to time excluded by the SVP Plan
Administrator.



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          4.5.4 Cause. “Cause” as used in this SVP Plan shall mean: (i) Employee’s willful and
continued failure substantially to perform the duties of his or her 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 for Good Reason, as hereinafter defined), (ii) any willful act or omission
by Employee constituting dishonesty, fraud or other malfeasance, which in any such
case is demonstrably (and, in the case of other malfeasance, materially) injurious to the
financial condition or business reputation of the Employer, or (iii) Employee’s conviction of a
felony under the laws of the United States or any state thereof or any other jurisdiction in which
the Employer conducts business which materially impairs the value of Employee’s services to the
Employer. For purposes of this definition, no act or failure to act shall be deemed “willful”
unless effected by Employee 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 Employer.



          4.5.5 Good Reason. “Good Reason” as used in this SVP Plan shall mean without such
Employee’s consent: (a) material diminution in (i) Employee’s then current title, but only if
such diminution accompanies a diminution in Employee’s position, duties or responsibilities, or
(ii) Employee’s then-current position, duties or responsibilities; or (b) the assignment to
Employee of duties and responsibilities that are inconsistent, in a material respect, with the
scope of duties and responsibilities associated with Employee’s then current position; or (c)
material reduction in such Employee’s total compensation opportunity under any and all base salary,
annual incentive, long term incentive, stock award and other compensatory plans and programs made
available to Employee by Employer in connection with his or her employment, except for any such
reduction that reasonably proportionately adversely impacts all other similarly situated Employees
eligible for Severance Benefits under this SVP Plan . Notwithstanding the foregoing, “Good Reason”
shall only be found to exist if the Employee has provided written notice to the Employer of the
condition giving rise to Good Reason within ninety (90) days following the occurrence of the
condition giving rise to Good Reason, the Employer does not cure such condition within thirty (30)
days following the receipt of such notice from Employee, and Employee resigns within 180 days
following the initial existence of such condition.



          4.5.6 Employment Agreement. As used in this SVP Plan, Employment Agreement refers to
a written agreement between an Employee and Employer that includes provisions related to severance
or separation pay or benefits, is executed by both parties and approved by the Compensation and
Benefits Committee of the Board of Directors of the Company.



5. PAYMENT OF BENEFITS




     5.1 General. Payment of amounts due under the SVP Plan shall be made as follows:
Cash Severance shall be paid in lump sum within thirty (30) calendar days after the Participant has
executed and returned the General Release, provided that the Participant has not revoked such
release, and any Pro Rata Bonus Payout shall be paid as provided in Section 4 above. All payments
of Cash Severance and/or Pro Rata Bonus Payout shall be made no later than two and one-half (21/2)
months following the end of the calendar year containing the Participant’s Termination Date. The
COBRA Supplement shall be reimbursed by the Employer to the Employee within 30 days after Employee
has paid the applicable COBRA premium. The Employer shall withhold from any Severance Benefits
hereunder any federal and state income and payroll taxes as required by applicable law.



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     5.2 Restrictions on Payment of Benefits to Comply with Code § 409A. Notwithstanding
any other provisions of this SVP Plan to the contrary, if the SVP Plan Administrator determines in
accordance with Sections 409A and 416(i) of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations promulgated thereunder that (a) a Participant is a Key Employee of the
Employer on his or her Termination Date and (b) following application of all applicable exceptions
and exclusions under Section 409A, a delay in all or a portion of the Severance Benefits (“409A
Delay Amount”) provided under this SVP Plan is necessary in order to comply with Code Section
409A(a)(2)(B), then any such 409A Delay Amount shall be delayed for a period of six (6) months
following the Participant’s Termination Date (such delayed distribution period referred to herein
as the “409A Delay Period”). In such event, any 409A Delay Amount that would otherwise be due and
payable to the Participant during the 409A Delay Period shall be paid to the Participant in a lump
sum amount within the first five calendar days of the month immediately following the end of the
409A Delay Period. For purposes of this Section 5.2, the term “Key Employee” shall mean an
employee who, on the SVP Plan’s Identification Date, is a key employee as defined in Section 416(i)
of the Code without regard to paragraph (5) thereof. For purposes of this Section 5.2, the term
“Identification Date” shall mean each December 31st. If a Participant is identified as
a Key Employee on an Identification Date, then the Participant shall be considered a Key Employee
for purposes of this SVP Plan during the period beginning on the first April 1 following a
particular Identification Date and ending on the following March 31.



     5.3 Death of Participant. If a Participant dies before Cash Severance and/or Pro Rata
Bonus Payout has been paid in accordance with the SVP Plan, such amounts shall be paid to his or
her estate. Any such payment will completely discharge the obligation of the Employer under the
SVP Plan and shall be paid on the same basis that the payment would have been made to the
Participant had he or she not died.



     5.4 Incapacity of Participant. If a Participant becomes physically or mentally
incompetent before Cash Severance and/or Pro Rata Bonus Payout has been paid in accordance with the
SVP Plan, the SVP Plan Administrator may make payment of Cash Severance and/or Pro Rata Bonus
Payout in one or more of the following ways:




	 	(a)	 	directly to such Participant;
	 
	 	(b)	 	to the Participant’s legal guardian; or
	 
	 	(c)	 	to the Participant’s spouse or to any person charged with his
or her care or support.





Any such payment will completely discharge the obligation of the Employer under the SVP Plan and
shall be made on the same basis that the payment would have been made to the Participant had he or
she not become physically or mentally incompetent.



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     5.5 Impact of Re-Employment by Employer. If a Participant obtains employment with an
Employer after the Termination Date but during the Regular Severance Period or the
Change in Control Severance Period, as the case may be, then (a) all Severance Benefits (other
than any Pro Rata Bonus Payout, which shall remain payable in accordance with Section 4.1 or 4.2
above, as the case may be) not yet paid or rendered shall immediately cease and (b) it shall be a
precondition of such Participant’s re-employment by such Employer that the Participant shall repay
a prorated portion of the Cash Severance paid under Section 4 in accordance with this Section 5.5.



          5.5.1 Calculation of Repayment. The Cash Severance amount required to be repaid
(“Excess Cash Severance”) shall be equal to the difference between (a) the total Cash Severance
paid under Section 4, and (b) the Cash Severance equal to the number of weeks of pay that the
Participant was not employed by the Employer following the Termination Date up until the date of
re-employment by the Employer (rounded down to the nearest whole week).



          5.5.2 Terms of Repayment. Prior to the Participant being placed on the Employer’s
payroll, (a) the Excess Cash Severance must be repaid by the Participant to the Employer, and (b)
the Participant shall acknowledge in writing that the repayment of the Excess Cash Severance shall
not invalidate in any way or constitute a termination or waiver of his or her prior executed
General Release of claims or result in inadequate consideration with respect to such General
Release of claims.



     5.6 Deductions. Any amount payable to any Participant shall not be reduced by reason
of the Participant’s securing other employment with an entity unrelated to or unaffiliated with the
Employer.



6. CLAIMS




     6.1 Procedure. Any questions concerning eligibility to participate in the SVP Plan
and the payment of Severance Benefits under the SVP Plan should be directed to the SVP Plan
Administrator. All claims for Severance Benefits under the SVP Plan must be submitted, in writing,
to the SVP Plan Administrator within ninety (90) days following the Employer’s termination of the
individual’s employment. If such a written claim for benefits under the SVP Plan is denied by the
SVP Plan Administrator, in whole or in part, the individual submitting the claim (the “Claimant”)
will receive a written explanation of the benefits denial within ninety (90) days. If a claim is
denied, the written explanation will state:




	 	(a)	 	the specific reasons why the claim has been denied;
	 
	 	(b)	 	exact references to the applicable SVP Plan provisions or other
documents that deal with the claim and why it was denied;
	 
	 	(c)	 	a detailed description of any additional materials or
information needed for the claim to be processed and an explanation of why the
materials or information are needed; and
	 
	 	(d)	 	an explanation of the SVP Plan’s review procedure which
includes information on how to appeal the denial and a statement regarding the
Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.




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     6.2 Response and Appeal. If it is anticipated that it will take more than ninety (90)
days to process a claim, the Claimant will be furnished a written notice of the need for an
extension prior to the expiration of the original ninety (90) day period. Any such notice of
extension shall indicate the special circumstances requiring the extension of time and the date by
which the SVP Plan Administrator expects to render its decision on the claim for benefits;
provided, however, that any such extension shall not exceed ninety (90) days. If a response to a
Claimant’s claim for benefits (or notice of an extension for such decision) is not received within
ninety (90) days, the claim should be considered denied and the Claimant may appeal the denial in
accordance with the appeal procedure provided in this Section.



     In the event of the denial of a claim in whole or in part, the Claimant (or Claimant’s duly
authorized representative) has the right to file a written request for a review of the denial with
the SVP Plan Administrator within ninety (90) days after the Claimant receives written notice of
the denial. The SVP Plan Administrator will conduct a full and fair review of the claim for
benefits. The Claimant’s written request appealing the denial of benefits should contain: (i) a
statement of grounds on which the appeal is based, (ii) reference to the specific provisions in the
SVP Plan on which the appeal is based, (iii) the reason or argument why the Claimant feels the
claim should be granted and the evidence supporting each reason; and (iv) any other relevant
documents or comments the individual wishes to submit to support the appeal. As part of the appeal
process, a Claimant or the Claimant’s duly authorized representative may submit written comments,
documents, records and other information related to the claim. The Claimant will be provided, upon
request and free of charge, reasonable access to and copies of all documents, records, or other
information (all of which must not be privileged) relevant to the benefit claim.



     Upon receiving such an appeal, the SVP Plan Administrator will consider all comments,
documents, records, and other information submitted by the Claimant or the Claimant’s duly
authorized representative relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination. The SVP Plan Administrator will
normally deliver a written decision on an appeal within sixty (60) days after the receipt of the
request for review or appeal unless special circumstances (such as the need to gather and review
additional information) require an extension of time, up to an additional sixty (60) days, for
processing the request. If such an extension is required, written notice of the extension shall be
furnished to the Claimant within the initial 60-day period. The SVP Plan Administrator may require
the Claimant to submit such additional facts, documents, or other material as it may deem necessary
or appropriate in making its review. The SVP Plan Administrator shall give prompt notice to the
Claimant of its decision on the appeal. If a decision on appeal is not received within the periods
specified above, the Claimant should consider the claim and appeal denied.



     In the event that the SVP Plan Administrator confirms the denial of the claim for benefits on
appeal, in whole or in part, such notice to the Claimant shall set forth, in a manner calculated to
be understood by the Claimant, the specific reasons for such denial, specific references to the SVP
Plan provisions on which the decision is based, a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to and copies of all documents,
records and other information relevant to the benefit claim, and a statement informing the Claimant
of his or her right to bring a civil action under ERISA Section 502(a).



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     No legal action for benefits under the SVP Plan shall be brought unless and until the
Claimant: (i) has submitted a written claim for benefits in accordance with this Section; (ii) has
been notified by the SVP Plan Administrator that the claim is denied; (iii) has filed a written
request for a review or appeal of the denial of the claim in accordance with this Section; and (iv)
has been notified in writing that the SVP Plan Administrator has affirmed the denial of the claim.



7. BENEFITS OUTSIDE OF THE SVP PLAN




     The Employer reserves the right to, and may on a case-by-case basis where special
circumstances so warrant, provide to an Employee or class of Employees outside the SVP Plan
supplemental benefits or benefits of a similar nature (but not necessarily the same) when no
Severance Benefits would have been payable under the terms of the SVP Plan. If either event
occurs, it shall be deemed to be a single event and not a separate on-going plan or program, it
shall not be a part of the SVP Plan, and it shall create no rights for any Employee other than an
Employee covered by the terms of the specific action taken by the Employer.



8. ASSIGNMENT OF BENEFITS




     Except as required by applicable law or as otherwise specifically allowed under the terms of
this SVP Plan, none of the benefits under the SVP Plan shall in any manner be assigned, pledged,
hypothecated, anticipated, garnished, or in any way made subject to any lien, and any attempt to do
so shall be void.



9. AMENDMENT AND TERMINATION




     This document, which sets forth all of the provisions of the SVP Plan, shall supersede any and
all prior oral or written negotiations, commitments, understandings and writings with respect to
separation, severance or any other similar benefits for all SVPs who become eligible to receive
benefits under the SVP Plan. The Employer may modify, alter, amend or terminate this SVP Plan, in
whole or in part, at any time and in any manner not prohibited by law; provided, however, that any
such modifications, alterations, amendments or terminations that result in a reduction or
termination of any benefits payable or otherwise made available under this SVP Plan shall in no
event apply to any Employee who, immediately prior to any such subsequent modifications,
alterations, amendments or terminations, is an SVP. Notwithstanding any provisions of this SVP
Plan to the contrary, the Employer reserves the right, to the extent the Employer deems necessary
or advisable in its sole discretion, to unilaterally amend or modify this SVP Plan as may be
advisable to endeavor to render the Severance Benefits provided under this SVP Plan in a manner
which qualifies for an exemption from or complies with Section 409A of the Code; provided, however,
that the Employer makes no representation, and explicitly
disclaims any obligation to ensure that the Severance Benefits provided under this SVP Plan
will be exempt from or comply with Section 409A of the Code.



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10. LEGAL CONSTRUCTION




     This SVP Plan is governed by and shall be construed in accordance with the Code and ERISA and,
to the extent not preempted by ERISA, with the laws of the State of North Carolina.



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SVP PLAN INFORMATION




     This SVP Plan is an employee welfare benefit plan within the meaning of ERISA. The following
SVP Plan Information is provided in accordance with ERISA:



	 	 	 	 	 	 
	 	Plan Name:

	 	 	R. H. Donnelley Corporation Severance
Plan—Senior Vice President

	 
	 	Plan Sponsor:

	 	 	R. H. Donnelley Corporation

1001 Winstead Drive

Cary, NC 27513

	 
	 	Employer Identification Number

(EIN):

	 	 	13-2740040

	 
	 	Type of Welfare Plan:

	 	 	Severance plan

	 
	 	Plan Funding:

	 	 	The SVP Plan is unfunded and all
benefits are paid from the general
assets of the Employer.

	 
	 	Plan Administrator:

	 	 	Employee Benefits Committee

R. H. Donnelley Corporation

1001 Winstead Drive

Cary, NC 27513

	 
	 	Agent for Service of Legal
Process:

	 	 	SVP Plan Administrator

R. H. Donnelley Corporation

1001 Winstead Drive

Cary, NC 27513

	 
	 	Plan Year:

	 	 	January 1 through December 31

	 
	 	Plan Amendment or Termination:

	 	 	R. H. Donnelley Corporation, as SVP Plan
Sponsor, reserves the right to amend or
terminate the SVP Plan or any SVP Plan
benefit at any time or for any reason
without prior approval or notification
of any party; provided, however, that
any such amendment or termination that
results in a reduction or termination of
any benefits payable or otherwise made
available under this SVP Plan shall in
no event apply to any Employee who,
immediately prior to any such amendment
or termination, is employed as an SVP.

	 
	 





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Participants’ Rights Under ERISA




Participants in the SVP Plan are entitled to certain rights and protections under ERISA. ERISA
provides that all Participants shall be entitled to:



Receive Information about SVP Plan and Benefits





	 	•	 	Examine, without charge, at the SVP Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the SVP Plan, including a copy of the
latest annual report (Form 5500 Series) filed by the SVP Plan, if applicable, with the U.S.
Department of Labor and available at the Public Disclosure Room of the Employee Benefits
Security Administration (“EBSA”).
	 
	 	•	 	Obtain, upon written request to the SVP Plan Administrator, copies of documents
governing the operation of the SVP Plan, including copies of the latest annual report (Form
5500 Series), if applicable, and updated summary plan description. The SVP Plan
Administrator may make a reasonable charge for the copies.




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Prudent Actions by Plan Fiduciaries





In addition to creating rights for SVP Plan participants, ERISA imposes duties upon the people
who are responsible for the operation of the SVP Plan. The people who operate the SVP Plan,
called “fiduciaries” of the SVP Plan, have a duty to do so prudently and in the interest of
Participants and beneficiaries. No one, including the Employer or any other person, may fire
or otherwise discriminate against a Participant in any way to prevent him or her from
obtaining a welfare benefit or exercising his or her rights under ERISA.



Enforcement of Rights





If a claim for a welfare benefit is denied or ignored, in whole or in part, a Participant has
a right to know why this was done, to obtain copies of the documents relating to the decision
without charge, and to appeal any denial, all within certain time schedules.




Under ERISA there are steps a Participant in the SVP Plan may take to enforce the above
rights. For instance, if a Participant requests materials from the SVP Plan and does not
receive them within 30 days, the Participant may file suit in a Federal court. In such a
case, the court may require the SVP Plan Administrator to provide the materials and pay the
Participant up to $110 a day until the Participant receives the materials, unless the
materials were not sent because of reasons beyond the control of the SVP Plan Administrator.
If a Participant has a claim for benefits which is denied or ignored, in whole or in part, the
Participant may file suit in a state or Federal court. If it should happen that SVP Plan
fiduciaries misuse the SVP Plan’s money, or if a Participant is discriminated against for
asserting his or her rights, the Participant may seek assistance from the U.S. Department of
Labor or may file suit in a Federal court. The court will decide who should pay court costs
and legal fees. If a Participant is successful, the court may order the person the
Participant sued to pay these costs and fees. If a Participant loses, the court may order the Participant
to pay these costs and fees, for example, if it finds the Participant’s claim is frivolous.



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Assistance with Questions





A Participant who has any questions about the SVP Plan should contact the SVP Plan
Administrator. A Participant who has any questions about this statement or about rights under
ERISA, or who needs assistance in obtaining documents from the SVP Plan Administrator, should
contact:




	 	•	 	the nearest office of the Employee Benefits Security Administration, listed in the
telephone directory; or
	 
	 	•	 	the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington,
D.C. 20210.






A Participant may also obtain certain publications about rights and responsibilities under
ERISA by calling the publications hotline of the Employee Benefits Security Administration.




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