**R.H. DONNELLEY CORPORATION RESTORATION PLAN****EFFECTIVE JANUARY 1, 2009****1.** **Purpose.**     R.H. Donnelley Corporation is establishing the R.H. Donnelley Corporation Restoration Planeffective as of January 1, 2009 to benefit highly compensated employees whose matchingcontributions or transition contributions under the R.H. Donnelley 401(k) Plan are limited by CodeSection 401(a)(17) or Code Section 415.**2.** **Definitions.**     The following terms used in the Plan shall have the meanings set forth below: (a) “Account” shall mean the Participant’s notional account under this Plan.  (b) “Administrator” shall mean the Compensation and Benefits Committee or its dulyauthorized delegate. References herein to the Administrator shall be deemed to includeits delegate, if any.  (c) “Beneficiary” shall mean the person or persons designated by the Participant inaccordance with Section 9.  (d) “Board” shall mean the Board of Directors of R.H. Donnelley Corporation.  (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.  (f) “Company” shall mean Dex Media, Inc. and R.H. Donnelley Corporation and any ofits direct or indirect subsidiaries that adopt the Plan.  (g) “Compensation and Benefits Committee” shall mean the Compensation and BenefitsCommittee of the Board.  (h) “Eligible Employee” shall mean any person employed by the Company who is (i)within a ‘select group of management or highly compensated employees’ within themeaning of ERISA, and (ii) whose transition contribution or matching contribution underthe RHD 401(k) Plan is limited because of application of Code Section 401(a)(17) orCode Section 415. Notwithstanding the foregoing, a person’s status as an “EligibleEmployee” may be terminated in accordance with Section 3(c).  (i) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, asamended.  (j) “Investment Direction” shall mean the choice of Investments made upon theParticipant’s election pursuant to Section 5(b).  (k) “Investments” shall mean the investment options that are made available as themechanism to calculate hypothetical investment performance on the Transition Creditsand Matching Credits credited to each Participant’s Account under the Plan.
 

 
 (l) “Matching Credit” shall mean the amount equal to (i) the maximum amount ofmatching contributions that hypothetically could have been credited to theParticipant’s RHD 401(k) Plan account for the Plan Year before taking into account therestrictions of Code Sections 401(a)(17) and 415; less (ii) the maximum amount ofmatching contribution that hypothetically could have been made to the Participant’s RHD401(k) Plan account for the Plan Year taking into account Code Sections 401(a)(17) and415. Only Eligible Employees who make pre-tax deferrals to the RHD 401(k) Plan in anamount equal to the Code Section 402(g) limit for the Plan Year shall receive aMatching Credit for the Plan Year.  (m) “Participant” shall mean any Eligible Employee of the Company who receivedTransition Credits or Matching Credits pursuant to Section 4. The term “Participant”shall also mean former employees of the Company who have Account balances.  (n) “Plan Year” shall mean each calendar year.  (o) “RHD 401(k) Plan” shall mean the R.H. Donnelley 401(k) Plan, as amended.  (p) “Separation from Service” shall mean the Participant’s “separation fromservice” within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulationsand other guidance thereunder.  (q) “Transition Credit” shall mean the amount equal to (i) the transitioncontributions that would have been credited to the Participant’s RHD 401(k) Planaccount for the Plan Year before taking into account the restrictions of Code Sections401(a)(17) and 415; less (ii) the transition contributions credited to theParticipant’s RHD 401(k) Plan account for the Plan Year.**3.** **Eligibility and Participation.** (a) Eligible Employees. Active participation in the Plan shall be limitedto Eligible Employees.  (b) Continuation of Participation. If a Participant ceases to be anEligible Employee in a succeeding Plan Year, then such Participant shall remaineligible only to continue the deferral of prior Transition Credits and Matching Creditsas and to the extent permitted under the Plan and under Code Section 409A, but shallnot be eligible to receive Transition Credits and Matching Credits under the Plan afterceasing to be an Eligible Employee.  (c) Termination of Participation. The Administrator shall be specificallyempowered to terminate the Participant’s status as an Eligible Employee if theAdministrator determines, in its sole and absolute discretion, that such termination isnecessary, appropriate or desirable, including without limitation, any such terminationpremised on the Administrator’s determination or belief that continuation of suchEligible Employee status is, could or might jeopardize the Plan’s classification as a“top hat” pension benefit plan (within the meaning of Section 11(b)). Any suchAdministrator action shall be taken only in compliance with Section 409A and shall becommunicated to the individual. Except as permitted by Code Section 409A andapplicable guidance
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   thereunder, the Administrator shall not require that any distributions of Accounts bemade in connection with the termination of a Participant’s status as an EligibleEmployee.**4.** **Provisions Relating to Transition and Matching Credits.** (a) Timing of Credit. Each Plan Year, a Transition Credit and a MatchingCredit will be credited to the Account of each Participant no later than the last dayof that Plan Year.  (b)  Special Rule Applicable to Transition Credits. No Eligible Employeemay receive Transition Credits for any Plan Year beginning on or after December 31,2013. Only Eligible Employees who are eligible to receive transition contributionsunder the RHD 401(k) Plan shall receive a Transition Credit.**5.** **Accounts.** (a) Bookkeeping Accounts. The Company shall establish a separatebookkeeping account for each Participant and from time to time shall enter therein theamount to be credited to the Participant’s Account. Within each Participant’sbookkeeping Account, separate subaccounts shall be maintained to the extent theAdministrator determines it to be necessary or desirable for the administration of thePlan. Each Participant’s Account shall be credited with the Participant’s TransitionCredits and Matching Credits and shall be credited (or charged, as the case may be)with the hypothetical investment results determined pursuant to the Participant’sInvestment Directions.  (b) Investments and Investment Direction. (i) Subject to the provisions of paragraphs (ii) through (iii) below,amounts credited to an Account shall be deemed to be invested, pursuant to theParticipant’s Investment Direction, in one or more hypothetical Investments asmay be authorized from time to time by the Administrator. The Administrator mayfrom time to time change or discontinue any hypothetical Investment vehicleavailable under the Plan in its discretion. The Participant’s Account shall beadjusted from time to time with the hypothetical gains, losses and earnings onthe hypothetical Investments.  (ii) Subject to the rules established by the Administrator and subjectto the provisions of this Subsection, a Participant may reallocate amountscredited to his or her Account among one or more of such hypothetical Investmentvehicles by filing with the Administrator a notice in such form and inaccordance with such procedures as the Administrator shall determine from timeto time. The Administrator may in its discretion restrict allocation into orreallocation into or out of any hypothetical Investment or specify minimum ormaximum amounts that may be allocated or reallocated.  (iii) The Company may, in its discretion, establish one or moregrantor trusts or purchase one or more insurance or annuity products and deposittherein amounts of cash, or other property not exceeding the amount of theCompany’s obligations with respect to a Participant’s Account. If the Companyinvests such
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   amounts in a manner that corresponds to the Participant’s InvestmentDirections, the amounts of hypothetical income and appreciation anddepreciation in value of the Participant’s Account shall be equal to theactual income on, and appreciation and depreciation of, the amounts soinvested. Notwithstanding the provisions of this paragraph, the Company isnot and shall not be required to make any investment in connection with thePlan or any Participant’s Investment Direction under the Plan. (c) Valuation of Accounts. Accounts shall be valued monthly.**6.** **Settlement of Accounts.**     A Participant’s Account shall be distributed to the Participant in the seventh (7th)month following the Participant’s Separation From Service in a single cash lump sum payment.**7.** **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 or she is entitled to benefits under the Plan which arenot being paid to him or which are not being accrued for his or her benefit, he or sheshall file a written claim with the Administrator.  (b) Notification to Claimant of Decision. (i) Within a reasonable time not to exceed 90 days after receipt of aclaim by the Administrator (or within 180 days if special circumstances requirean extension of time), the Administrator shall notify the claimant of itsdecision with regard to the claim. In the event of such special circumstancesrequiring an extension of time, there shall be furnished to the claimant priorto 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 thedecision shall be rendered.  (ii) In the case of a claim for benefits related to disability wheredisability is not determined by a third party (such as the Company’s disabilityinsurer or by the Social Security Administration), then the Administrator willrespond within a reasonable period of time not to exceed 45 days after receiptof the claim. The Administrator may extend this initial period by an additional30-day period, provided that the Administrator notifies the claimant in writingprior to the end of the initial 45-day period. If, prior to the end of the first30-day extension period the Administrator determines that, due to matters beyondits control, a decision cannot be rendered within that extension period, theperiod for making the determination may be extended for up to an additional 30days, provided that the Administrator notifies the claimant, prior to theexpiration of the first 30-day extension period. The notice of any extensionunder this paragraph shall set forth the circumstances requiring an extension,the date as of which the Plan Administrator expects to render a decision, thestandards on which entitlement to a benefit is based, the unresolved issues thatprevent a decision on the claim,
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   and the additional information needed to resolve the claim. If theAdministrator needs additional information from the claimant to process theclaim, the claimant will have at least 45 days to provide the specifiedinformation, and the deadline for the Administrator to respond to the claimwill be tolled until the claimant provides the information.  (iii) If such claim shall be wholly or partially denied, noticethereof shall be in writing and worded in a manner calculated to be understoodby the claimant, and shall set forth: A. The specific reason or reasons for the denial;  B. Specific reference to pertinent provisions of thePlan on which the denial is based;  C. A description of any additional material orinformation necessary for the claimant to perfect the claim and anexplanation of why such material or information is necessary;  D. An explanation of the procedure for review of thedenial and the time limits applicable to such procedures, including astatement of the claimants right to bring civil action under ERISA§502(a) following an adverse benefit determination on review; and  E. In the case of claim for disability benefits wheredisability is not determined by a third party, if an internal rule,guideline, protocol or other similar criterion was relied upon, astatement that such rule, etc., was relied upon and either a copy of suchrule or a statement that such a rule was relied upon, and that a copywill be provided free of charge. (c) Procedure for Appeal and Review. (i) Within 60 days following receipt by the claimant of noticedenying his or her claim (or 180 days for a claim relating to disabilitybenefits where disability is not determined by a third party), in whole or inpart, or, if such notice shall not be given, within 60 days following the lastdate on which such notice could have been timely given, the claimant may appealdenial of the claim by filing a written application for review with theAdministrator. Following such request for review, the Administrator shall fullyand fairly review the original decision denying the claim. Prior to thedecision of the Administrator following such review, the claimant shall be givenan opportunity to review relevant documents, records, and other information freeof charge and to submit written comments, documents, records, and otherinformation relating to the claim for benefits. Any documents or informationsubmitted by the claimant shall be taken into account by the reviewer regardlessof whether it was submitted or considered in the initial benefit determination.  (ii) If the claim is for disability related benefits where disabilityis not determined by a third party, the review will be conducted by a person whowas neither the
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   individual who made the initial determination or a subordinate of that person.The individual reviewing the decision shall not afford any deference to theinitial adverse benefit determination. If the initial determination was basedon a medical judgment, the Administrator will consult with a health careprofessional who was not involved in the original determination. Thisprofessional will have appropriate training and experience in the field ofmedicine involved in the judgment. The Administrator will identify to claimantmedical or vocational experts whose advice was obtained in connection with theinitial determination. (d) Decision on Review. The decision following such review of a claimdenied in whole or in part shall be made in the following manner: (i) If the Administrator is a committee or board of trustees thatholds regularly scheduled meetings at least quarterly, the Administrator shallmake its decision on appeal no later than the date of the meeting of theAdministrator that immediately follows the Plan’s receipt of a request forreview, unless the request for review is filed within 30 days preceding the dateof such meeting. If the request for review is filed within 30 days precedingthe date of such meeting, the Administrator shall make is decision on review nolater than the date of the second meeting following the plan’s receipt of therequest for review. If special circumstances (such as the need to hold ahearing) require a further extension of time for processing, the Administrator’sdecision on appeal shall be rendered not later than the third meeting of theAdministrator following the Plan’s receipt of the request for review. If suchan extension of time for review is required because of special circumstances,the Administrator shall provide the claimant with written notice of theextension, describing the special circumstances and the date as of which theAdministrator’s decision will be made, prior to the commencement of theextension. The Administrator shall notify the claimant of the Administrator’sdecision on appeal as soon as possible, but not later than 5 days after thebenefit determination is made.    If the Administrator is not a committee or board of trustees that holdsregularly scheduled meetings at least quarterly, the Administrator shall makeits decision on the appeal within a reasonable period of time, but in no eventno later than 60 days (or 45 days for a claim relating to disability benefitswhere disability is not determined by a third party) after its receipt of therequest for review. The Administrator may extend this initial period forresponding to the claim by an additional 60-day period (or 45-day period for aclaim relating to disability benefits where disability is not determined by athird party), provided that the Administrator notifies the claimant in writingprior to the end of the initial 60-day period (or 45-day period for a claimrelating to disability benefits where disability is not determined by a thirdparty) of the need for the extension and the date by which a determinationwill be made.  (ii) With respect to a claim that is denied in whole or in part,notice of the decision following such review shall be written in a mannercalculated to be understood by the claimant and shall set forth:
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 A. The specific reason or reasons for the decision;  B. Specific reference to pertinent provisions of thePlan on which the decision is based;  C. Statement that the claimant is entitled to receive,upon request and free of charge, reasonable access to and copies of alldocuments relevant to the claimant’s claim; and  D. Statement describing the claimant’s right to bringan action under Section 502(a) of ERISA; and  E. In the case of claim for benefits related todisability where disability is not determined by a third party:          (1) If an internal rule, guideline, protocol or other similar criterionwas relied upon, the notice shall include a statement that such rule, etc.,was relied upon, and either a copy of such rule or a statement that such arule was relied upon, and that a copy will be provided free of charge; and          (2) The notice shall include the following statement: “You and yourplan may have other voluntary alternative dispute resolution options, such asmediation. One way to find out what may be available is to contact your localU.S. Department of Labor office and your state insurance regulatory agency.” (iii) The decision of the Administrator shall be final and bindingupon all Participants, Beneficiaries and other persons. (e) Action by Authorized Representative of Claimant. All actions set forthin this Section 7 to be taken by the claimant may likewise be taken by a representativeof the claimant duly authorized by him to act on his or her behalf on such matters.The Administrator may require such evidence as it may reasonably deem necessary oradvisable of the authority of any such representative.  (f) Exhaustion of Administrative Remedies and Deadline for Filing Suit. Aclaimant must exhaust his or her administrative remedies under the Plan before filing asuit for benefits, and until the claimant exhausts such remedies he or she shall bebarred from filing suit to recover benefits under the Plan. A claimant who hasexhausted his or her administrative remedies must file suit no later than 180 daysafter the Administrator makes a final determination to deny the claim pursuant toSection 7(d), and a claimant who fails to file suit within such time limit shall beforever barred from filing suit to recover on the claim.**8.** **Amendment, Termination and Adjustments.**     The Compensation and Benefits Committee shall have the power to amend or terminate the Plan atany time for any reason, provided that no such action shall have the effect of (i) reducing thevalue of or otherwise compromising any Participant’s Account as of the date of such amendment ortermination, or (ii) changing the provisions of the Plan applicable to any Participant orBeneficiary in a
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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 toamend this Plan from time to time without the consent of any Participant or other party to theextent the Compensation and Benefits Committee deems necessary or appropriate to preserve theintended tax treatment of benefits payable hereunder.**9.  ** **Designation of Beneficiary.**     Each Participant shall have the right to designate one or more Beneficiaries to receivepayment of the Participant’s Account in the event of the Participant’s death before theParticipant’s Account has been fully distributed to the Participant. A Participant shall designateone or more Beneficiaries by executing the beneficiary designation form prescribed from time totime by the Administrator and filing the same with the Administrator. Any such designation may bechanged at any time by execution of a new designation in accordance with this Section. If no suchdesignation is on file with the Administrator at the time of the death of the Participant or ifsuch designation is not effective for any reason, as determined by the Administrator, then thedesignated Beneficiary or Beneficiaries to receive such benefit shall be the Participant’ssurviving spouse, if any, or, if none, the Participant’s estate. No Beneficiary designation orchange thereto shall be effective until it has been received by the Administrator.**10.** **Administration.** (a) The Plan shall be administered by the Administrator. The Administrator shallhave the discretionary powers and authority as are necessary for the properadministration of the Plan, including, but not limited to, the discretionary power andauthority to: (i) Determine whether an individual is an Eligible Employee;  (ii) Interpret the Plan and other documents, decide questions anddisputes, supply omissions, and resolve inconsistencies and ambiguities arisingunder the Plan and other documents, which interpretations and decisions shall befinal and binding on all Participants and beneficiaries;  (iii) Make any other determinations that it believes necessary oradvisable for the administration of the Plan;  (iv) Establish rules, regulations and forms of agreements and otherinstruments relating to the administration of the Plan not inconsistent with thePlan;  (v) Maintain any records necessary in connection with the operationof the Plan;  (vi) Retain counsel, employ agents, and provide for such clerical,accounting, actuarial, and consulting services as it deems necessary ordesirable to assist it in the administration of the Plan;  (vii) Make benefit payments and determine benefit decisions uponclaims and appeal to the extent it has the authority to make such claim andappeal determinations under Section 7; and
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 (viii) Otherwise administer the Plan in accordance with its terms. (b) In its absolute discretion, the Administrator may delegate all or any part ofits authority hereunder and other administrative duties of the Administrator to anemployee or a committee composed of employees of the Company and/or members of theBoard and all reference to the Administrator in the Plan shall be deemed to include anysuch delegate to the extent authorized by such delegation. Decisions and determinationsmade by the Administrator or a director or employee or committee of directors oremployees acting within the scope of authority delegated by the Administrator shall befinal and binding upon all persons. No determination of the Administrator in one caseshall create a bias or retroactive adjustment in any other case.  (c) The costs of administering the Plan shall be borne by the Company unless anduntil the Administrator notifies Participants that such costs will be imposed onParticipants. No costs may be charged to or against Participant Accountsretroactively. Any costs charged against Participants Accounts shall be allocated inan equitable manner as determined by the Administrator.  (d) Each member of the Administrator shall be entitled to, in good faith, rely oract upon any report or other information furnished to him or her by any director,officer or other employee of the Company, the Company’s independent certified publicaccountants, or any executive compensation consultant, legal counsel, or otherprofessional retained by the Company to assist in the administration of the Plan. Tothe maximum extent permitted by law, no member of the Administrator, nor any person towhom ministerial duties have been delegated, shall be liable to any person for anyaction taken or omitted in connection with the interpretation and administration of thePlan.  (e) To the extent permissible under applicable laws, the Company shall indemnifyall of its employees and directors involved in the administration of the Plan againstany and all claims, losses, damages, costs and expenses, including attorney’s fees,incurred by them, and any liability, including any amounts paid in settlement withtheir approval, arising from their action or failure to act, except when the same isjudicially determined to be attributable to their gross negligence or willfulmisconduct.**11.** **General Provisions.** (a) Funding. The Plan is unfunded. All benefits will be paid from thegeneral assets of the Company.  (b) “Top Hat” Pension Benefit Plan. The Plan is an “employee pensionbenefit plan” within the meaning of ERISA. However, the Plan is unfunded and maintainedfor 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 Iof 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 anddistribution, no right, title or interest of any kind in the Plan shall be transferableor assignable by a Participant or his or her Beneficiary or be subject to alienation,anticipation, encumbrance, garnishment, attachment, levy, execution or other legal orequitable process, nor subject to the debts,
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   contracts, liabilities, engagements or torts of any Participant or his or herBeneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish,attach or take any other action subject to legal or equitable process or encumber ordispose of any interest in the Plan shall be void.  (d) Receipt and Release. Payments (in any form) to any Participant orBeneficiary in accordance with the provisions of the Plan shall, to the extent thereof,be in full satisfaction of all claims to which the payments relate against the Companyor any affiliate or subsidiary thereof, and the Administrator may require suchParticipant or Beneficiary to execute a receipt and release to such effect.  (e) Unsegregated Funds; Unsecured General Creditor Status Of Participant. (i) Any Account established under this Plan shall be hypothetical innature and shall be maintained for bookkeeping purposes only so that gains,losses and earnings relating to the hypothetical investment of eachParticipant’s Transition Credits can be credited (or charged, as the case maybe). Neither the Plan nor any of the Accounts (or subaccounts) establishedhereunder shall represent the ownership of or beneficial interest in any actualfunds or assets. The right of any person to receive one or more payments underthe Plan shall be an unsecured claim against the general assets of the Companyand no Participant or Beneficiary shall have an interest in, or lien or priorclaim 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 Companyto any Participant or Beneficiary with respect to a right to payment shall bebased solely upon contractual obligations created by the Plan. No party shallbe deemed to be a trustee of or with respect to any amounts to be paid under thePlan. Nothing contained in the Plan, and no action taken pursuant to itsprovisions, shall create or be construed to create a trust of any kind or afiduciary relationship between the Company and a Participant or any otherperson.  (ii) The Company shall be under no obligation to segregate TransitionCredits or Matching Credits and participation in the Plan shall constitute anacknowledgment and agreement by the Participant that such unsegregated fundsbelong absolutely and unconditionally to the Company and are subject to theclaims of the Company’s general creditors.  (iii) The Company may (but shall not be obligated to) establish atrust or trusts, or such other investment or accounting devices as theAdministrator shall deem appropriate, advisable or desirable, which may take theform of grantor trusts, may be revocable or irrevocable, and may haveindependent trustees. If any such trusts or other devices are established(including but not limited to trusts or devices described in Section 5(b)(iii)),then so long as they are maintained, the assets of such trusts or devices willbe subject to the claims of creditors of the Company in the event the Companybecomes insolvent. To the extent that the assets of such trusts or otherdevices are insufficient to pay benefits due under the Plan, such benefits shallbe paid by the Company from its general assets. Neither Participants, theirBeneficiaries, nor their successors or legal
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   representatives shall have any right, actual or beneficial, other than theright of an unsecured general creditor, against the Company or against any ofsuch trusts or other devices in respect of any portion of a Participant’sAccount. Any trust or other investment or accounting device established inconnection with this Plan shall be designed and administered in a manner thatwill not cause amounts to become taxable under Code Section 409A(b). (f) Reservation of Rights. Nothing in the Plan shall be construed to (i)limit in any way the right of the Company to terminate a Participant’s employment withthe Company; or (ii) be evidence of any agreement or understanding, expressed orimplied, that the Company will employ a Participant at any particular rate ofremuneration.  (g) Withholding and Reporting. To the extent permitted under Code Section409A and applicable regulations and other guidance thereunder, the Company shall havethe right to deduct or withhold from any and all deferrals and from all paymentshereunder any taxes required by law to be withheld from a Participant or Beneficiarywith respect to such payments. Each Participant’s Matching Credits and TransitionCredits shall be reported annually on IRS Form W-2 or IRS Form 1099 as may be requiredby law. To the extent permitted under Code Section 409A and applicable regulations andother guidance thereunder, the Administrator may accelerate the time or schedule ofpayment of any portion of the Account in order to pay taxes due or required to bewithheld in connection with the Account, including but not limited to additional taxesthat become due pursuant to Code Section 409A.  (h) Delay of Payments. Notwithstanding the provisions of Section 7, theCompany may delay any payment due to the Participant or Beneficiary hereunder if theAdministrator determines that the delay is permitted under Code Section 409A andapplicable guidance thereunder and that the delay is necessary (i) to comply withFederal securities laws or other applicable laws, (ii) to preserve the Company’sdeduction with respect to the payment, or (iii) to preserve the Company’s ability tocontinue as a going concern.  (i) Number and Gender. Wherever appropriate herein, words used in thesingular shall be considered to include the plural and words used in the plural shallbe considered to include the singular. The masculine gender, where appearing in thePlan, shall be deemed to include the feminine gender.  (j) Headings. The headings of sections and paragraphs herein are includedsolely for convenience, and if there is any conflict between such headings and the textof the Plan, the text of the Plan shall control.  (k) Deferred Compensation. The Company intends that amounts payable to aParticipant or Beneficiary pursuant to the Plan shall not be included in income forfederal, state, or local income tax purposes until the benefits are actually paid ordelivered to such Participant or Beneficiary. Accordingly, this Plan shall beinterpreted and administered consistently with the requirements of Code Section 409A,as amended or supplanted from time to time, and current and future guidance thereunder.  (l) No Tax Representations. The Company and the Administrator do notrepresent or guarantee to any Participant or Beneficiary that any particular federal orstate income,
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   payroll or other tax treatment will result from the Participant’s participation inthis Plan. The Participant or Beneficiary is solely responsible for the proper taxreporting and timely payment of any income tax or interest for which the Participantor Beneficiary is liable as a result of the Participant’s participation in this Plan.  (m) Binding Effect. The Plan shall be binding upon and inure to thebenefit of the Company, its successors and assigns, and on Participants andBeneficiaries and their respective heirs, executors and legal representatives.  (n) Severability. If any provision of the Plan should for any reason bedeclared invalid or unenforceable by a court of competent jurisdiction, the remainingprovisions shall nevertheless remain in full force and effect but shall be interpretedand administered consistently with the requirements of Code Section 409A.  (o) Applicable Law. The Plan shall be construed in accordance with andgoverned by the laws of the State of Delaware to the extent not superseded by federallaw.**12.** **Adoption and Execution.**     This amended and restated Plan was approved and adopted by the Compensation and BenefitsCommittee of the Board of Directors of R.H. Donnelley Corporation on December 31, 2008. Asevidence of its adoption of this amendment and restatement of the Plan, the undersigned Companieshave caused this instrument to be signed by their duly authorized representatives this 31st day ofDecember, 2008.       **R.H. DONNELLEY CORPORATION**       By /s/ Gretchen Zech            Title SVP, Human Resources            **R.H. DONNELLEY, INC.**       By /s/ Gretchen Zech            Title SVP, Human Resources            **DEX MEDIA, INC.**       By /s/ Gretchen Zech            Title SVP, Human Resources     
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