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R.H. DONNELLEY CORPORATION
POLICY ON BUSINESS CONDUCT




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TABLE OF CONTENTS
 PageChairmans Letter
    
    
    1Statement of Values
    
    
    2Policy on Business Conduct
    
    
    3Complying with Applicable Laws
    
    
    4Observing the Ethical Standards of Society
    
    
    4Loyalty to R.H. Donnelley
    
    
    4Failure to Comply; Reporting Violations; Non-Retaliation
    
    
    4Duty of Managers
    
    
    5Questions and Answers
    
    
    5Employee Diversity
    
    
    7Harassment
    
    
    7Sexual Harassment
    
    
    7Questions and Answers
    
    
    8Employee Privacy
    
    
    9Questions and Answers
    
    
    9Ethical Business Practices
    
    
    9Unfair Trade Practices; Deception and Fraud
    
    
    9Questions and Answers
    
    
    11Bribery
    
    
    11Questions and Answers
    
    
    12Licensing and Advertising Guidelines
    
    
    12Misappropriation of Proprietary Property
    
    
    13Questions and Answers
    
    
    14Unauthorized Copying or Use
    
    
    14Questions and Answers
    
    
    15Environment, Health & Safety
    
    
    16Document Creation and Retention
    
    
    17Books and Records
    
    
    17Accounting, Auditing and Public Reporting Matters
    
    
    18Questions and Answers
    
    
    19
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TABLE OF CONTENTS
 PageForeign Corrupt Practices Act
    
    
    20Antitrust and Competition
    
    
    20Dealing with Competitors
    
    
    21Dealing with Customers and Suppliers
    
    
    22Other Anti-Competitive Practices
    
    
    22Social Discussions and Company Communications
    
    
    24Questions and Answers
    
    
    25Conflicts of Interest
    
    
    26Positions with Outside Companies
    
    
    27Employees as Consultants
    
    
    28Employment of Relatives and Other Personal Interests
    
    
    28Purchases
    
    
    29Safeguarding Assets; Use of Company Resources and the Internet
    
    
    30Confidential Information and Trade Secrets
    
    
    30Communications With Attorneys
    
    
    31Gifts and Entertainment
    
    
    31Questions and Answers
    
    
    32Insider Trading
    
    
    34Generally
    
    
    34Speculative Transactions
    
    
    35Questions and Answers
    
    
    35Communications Outside of the Company
    
    
    37Political and Community Activities
    
    
    37Data Privacy
    
    
    38Communications Systems and Network Security
    
    
    39Contract Authorization, Letters of Intent and Retaining
of Outside Legal Counsel
    
    
    39Off-Duty Misconduct and Workplace Violence
    
    
    40Service of Legal Documents
    
    
    40How We Solve Ethical Issues
    
    
    41Policy Administration
    
    
    42
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TABLE OF CONTENTS
 PageAdministration
    
    
    42Interpretation
    
    
    42Training
    
    
    43Attestation
    
    
    43Conflict With Other Policies
    
    
    43Reporting of Potential Violations
    
    
    43Seeking Guidance
    
    
    44Disciplinary Policy; At Will Employment
    
    
    44Audits, Investigations, Remedial Action and Certifications
    
    
    45Requests for Exception
    
    
    45Useful Contact Information
    
    
    46
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CHAIRMANS LETTER
 To Our Employees:




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STATEMENT OF VALUES
            2




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POLICY ON BUSINESS CONDUCT
    3




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Complying with Applicable Laws
  Observing the Ethical Standards of Society
  Loyalty to R.H. Donnelley
  Failure to Comply; Reporting Violations; Non-Retaliation
    4




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only not
 Duty of Managers
   Questions and Answers
  5




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6




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EMPLOYEE DIVERSITY
    Harassment
  Sexual Harassment
  7




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
    
    If submission to the conduct is either an expressed or
implied term or condition of employment.
    
    If submission to, or rejection of, the conduct is used as
the basis for an employment decision affecting the person to
whom the conduct is directed.
    
    If the conduct has the effect of unreasonably interfering
with the affected persons work performance or creating an
hostile or abusive work environment.
    Questions and Answers
     8




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Employee Privacy
  Questions and Answers
   ETHICAL BUSINESS PRACTICES
   Unfair Trade Practices; Deception and Fraud
  9




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
    
    Representations as a whole can be misleading, even though every statement
considered separately is literally true.
    
    Failure to disclose important additional or qualifying information may be a
misrepresentation.
    
    Representations should not shade the truth or mislead.
    
    Representations should not claim characteristics, good or bad, for a product
or service that it does not have.
    
    Representations concerning the characteristics of the Companys or its
competitors products and services must be accurate and capable of being proven so
by facts.
    
    The financial and other books and records of the Company must not be
falsified. Examples include filing false expense reports or submitting inaccurate
sales results. See also   Books and Records, -Accounting, Auditing and Public
Reporting Matters and   Foreign Corrupt Practices Act below.
   10




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Questions and Answers
     Bribery
  
    
    May I exchange gifts with non-government business contacts?
  11




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
    
    May I exchange gifts with employees of the government?
  
    
    What do I do if I receive an inappropriate request?
  Questions and Answers
   Licensing and Advertising Guidelines
  12




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Misappropriation of Proprietary Property
     13




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Questions and Answers
   Unauthorized Copying or Use
  
    
    When is copying permitted?
  
    
    Making a summary of copyrighted material and including it in Company
publications or reports together with brief quotations, but identifying the source of
the material.
    
    Occasional copying of a part of an article or book for limited, personal
use, but not extensive or regular copying of a publication to reduce subscription
costs or broaden internal distribution.
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
    
    Making a copy of a computer program as an archival or backup copy if
permitted by the terms of the license agreement.
 Example
  
    
    Can I copy software from one office computer to another office computer for my
convenience?
   
    
    Using any software on any computer owned or leased by R.H. Donnelley in
violation of the terms of the license for that software; for example, on a computer or
at a site not permitted by the license or by users other than those permitted by the
license.
    
    Making copies of software supplied on an office computer for use on another
office computer or on a computer outside the office unless authorized by the applicable
license agreement.
  Questions and Answers
    15




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Environment, Health & Safety
   
    
    What are the potential consequences of violating the law?
   What can I do to help?
  16




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Document Creation and Retention
   Books and Records
  Falsification of Books and Records
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
    
    False or artificial entries shall not be made in the Companys books or
records for any reason. Examples of falsification include making records appear as
though payments were made to one person when, in fact, they were made to another,
submitting expense reports that do not accurately reflect the true nature of the
expense, and the creation of any other records that do not accurately reflect the true
nature of the transaction. It is very important that no employee ever create or
participate in the creation of any records that are intended to mislead anyone or
conceal anything that is improper.
    
    Undisclosed or unrecorded funds or assets (slush funds) or similar funds
or accounts are strictly prohibited.
    
    The use of any funds or other assets of, or the providing of any services
by, R.H. Donnelley for any purpose that is unlawful under the laws of the United
States, any state thereof or any jurisdiction, foreign or domestic, is strictly
prohibited.
    
    No payment on behalf of the Company will be approved or made with the
intention or understanding that a part or all of such payment is to be used for any
purpose other than that described by the documentation supporting the payment.
    
    Senior management will be responsible for establishing and maintaining a
system of internal controls that allow for the monitoring and enforcement of compliance
with this Policy.
 Expense Reimbursement
 Accounting, Auditing and Public Reporting Matters
  18




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Questions and Answers
   19




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Foreign Corrupt Practices Act
   ANTITRUST AND COMPETITION
   20




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Dealing with Competitors
   Price Agreements
 Allocation of Territories, Suppliers or Customers
 Boycotts and Refusal to Deal
  
    
    What do I do if I receive an inappropriate request?
  
    
    Tell the competitor that such discussions are inappropriate and may be
illegal.
    
    Immediately cease, or remove yourself from, those discussions and tell the
competitor never to discuss the subject with you again.
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
    
    Immediately inform your manager and the Legal Department about the incident
or contact our Ethics Hotline either electronically through EthicsPoint.com or by
calling 888-310-1194.
 Dealing with Customers and Suppliers
  Exclusive Dealing and Reciprocity
 Tying Arrangements
 Other Anti-Competitive Practices
  Predatory Pricing
 Disparagement
 Interference with the Contracts of Competitors
 Price Discrimination
  22




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Monopolization
 Participation in Trade Associations
 
    
    prices or factors that determine prices;
    
    costs;
    
    credit terms or other terms or conditions of sale;
    
    profits;
    
    allocation of territories among competitors;
    
    allocation of customers or suppliers among competitors; or
    
    refusal to deal with customers or suppliers.
   
    
    an absence of attorney representation at association meetings;
    
    restrictions on members dealing with, or competing with, anyone;
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
    
    restrictions on membership to the competitive detriment of excluded
competitors;
    
    restrictions on competitors or association members participating in
association activities to the competitive detriment of excluded competitors;
    
    restrictions on dissemination of information to non-members of the
association to the competitive detriment of the non-members; or
    
    policies or practices that may thwart competition on the merits (such as
dissemination of competitively-sensitive, company-specific information).
 Social Discussions and Company Communications
  Example
 
    
    Arent my files, memos and e-mail confidential?
  
    
    How can I avoid being tripped up by my own memos and e-mail?
  
    
    Report facts, be concise and objective, and, where appropriate (such as
with respect to a competitors price schedule), indicate where the information came
from to establish that there is no collusion with competitors.
    
    Do not draw legal conclusions.
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
    
    Avoid expressions that may imply guilt, such as, Please destroy after
reading or We stole this customer from Acme Widget Corp.
    
    Do not refer to industry policies, industry price or similar
expressions that imply a common course of action exists.
    
    Do not use language that would suggest a false intent to harm competitors,
such as, this new program will destroy the competition or establish a dominant
position or building a dynasty.
    
    Do not overstate your share of the market or refer to a market that is
unreasonably narrow in order to make your market share appear larger.
    
    Do not distribute your own sales aides to customers. Only sales aides
approved by the Company may be furnished to customers.
    
    Consult with the Legal Department to understand when communications with a
lawyer can be privileged.
 Questions and Answers
       25




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CONFLICTS OF INTEREST
   
    
    Are such conflicts really a big problem?
  
    
    Does this mean we can never do business with a company with which an employee is
connected?
  
    
    What should I do if I find myself in an actual or potential conflict situation, or
if I am about to enter into a transaction that could be objectively viewed as a conflict of
interest by employees, customers, vendors or other parties?
  26




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
    
    What will my manager do?
    Example
  Positions with Outside Companies
  27




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
    
    the employee does not work in any capacity for another
firm that competes with R.H. Donnelley or any of the services
R.H. Donnelley provides and is a firm that does not provide or
seek to provide goods and services to R.H. Donnelley;
    
    the employees hours and responsibilities for the other
firm do not conflict with the employees required working
hours (including overtime) or responsibilities mandated by
R.H. Donnelley;
    
    the employee does not use any R.H. Donnelley assets to
conduct the work for the other firm; and
    
    the employees involvement with the firm does not create
any negative connotations or images for R.H. Donnelley.
   Employees as Consultants
  Employment of Relatives and Other Personal Interests
  28




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
    
    Relatives cannot directly or indirectly supervise
employees who work at RHD and to whom they are related. In
addition, relatives will not be allowed to report directly or
indirectly to one another. This applies to all full-time,
part-time and temporary employees and contractors working for
RHD.
    
    Relatives may not be involved with any hiring, placement,
promotion or evaluation or pay decisions related to their
relatives working in any capacity at RHD.
    
    Contracts may not be awarded to outside businesses that
employ RHD relatives as principals or to firms in which an
employee has a direct or indirect ownership or other economic
or other interest.
    
    RHD reserves the right to re-assign existing relatives
working in the same department to either different departments
or different locations.
    
    RHD avoids placing employees in positions where they work
with, or have access to, sensitive information about relatives
or where a conflict of interest is deemed a potential risk.
    Purchases
    29




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Safeguarding Assets; Use of Company Resources and the Internet
    Confidential Information and Trade Secrets
  30




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Communications With Attorneys
  Gifts and Entertainment
  31




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Gifts
   Entertainment
 
    
    What gifts and favors are acceptable?
    Example
 Questions and Answers
   32




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INSIDER TRADING
 Generally
     34




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Example
 Speculative Transactions
  
    
    Trading in the Companys securities on a short-term basis. Any securities of the Company purchased in the
open market must be held for a minimum of six months, and ideally, longer. This rule does not apply to the
purchase of securities upon the exercise of options that were granted by the Company.
    
    Purchases of the Companys securities, including the exercise of options, on margin.
    
    Short sales of the Companys securities.
    
    Buying or selling puts, calls, straddles, collars or other similar risk reduction devices with respect to the
Companys securities.
    
    Transactions in publicly-traded options relating to the Companys securities (i.e., options that are not
granted by the Company).
 Questions and Answers
    35




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COMMUNICATIONS OUTSIDE OF THE COMPANY
  POLITICAL AND COMMUNITY ACTIVITIES
    37




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DATA PRIVACY
  Use
  Security
  Accuracy
    38




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COMMUNICATIONS SYSTEMS AND NETWORK SECURITY
  
    
    Computer passwords must be maintained and treated as highly confidential;
    
    Passwords may not be shared with unauthorized parties, but employees must reveal passwords to RHD management
upon request;
    
    Employees are required to safeguard portable equipment such as laptop computers at all times in either a
secure location or through the use of company-provided locking devices when the equipment is unattended;
    
    Internal and external company websites must be designed and maintained by authorized company personnel or an
approved vendor;
    
    Employees are prohibited from either downloading or loading unauthorized software to the company-owned
computer system;
    
    No unauthorized hardware may be added to company equipment;
    
    Only company-owned equipment may be hooked up to company networks and systems;
    
    Employees are prohibited from using company computers and communications systems to create or send SPAM;
    
    Employees should never open any unidentified e-mail and associated attachments received, and
    
    Employees must observe all governing laws when sending e-mail, faxes or initiating telemarketing calls to
outside third parties.
 CONTRACT AUTHORIZATION, LETTERS OF INTENT AND RETAINING OF OUTSIDE LEGAL COUNSEL
  39




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OFF-DUTY MISCONDUCT AND WORKPLACE VIOLENCE
      SERVICE OF LEGAL DOCUMENTS
   
    
    If someone tries to serve a legal document on an employee, the employee
should direct them to contact the Legal Department.
    
    Legal documents left by servers on company counters, office lobbies or
entrance areas should be promptly forwarded to the Legal Department.
    
    Answers to any other questions regarding the service of legal documents can
be obtained by contacting the Legal Department.
  40




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HOW WE SOLVE ETHICAL ISSUES
  
    
    Get all the facts.
  
    
    Ask yourself: what specifically am I being asked to do?
  
    
    Clarify your responsibility.
  
    
    Is it fair? Would I want everyone to know my decision? How would I feel about
myself? Would I bet my job on it?
  41




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
    
    Discuss the problem with your manager or supervisor.
  
    
    Ethics help is available.
  POLICY ADMINISTRATION
 Administration
  Interpretation
  42




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Training
  Attestation
   Conflict With Other Policies
  Reporting of Potential Violations
  43




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only not
 Seeking Guidance
  Disciplinary Policy; At Will Employment
  
    
    oral reprimand or warning;
    
    written reprimand or warning;
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
    
    transfer, reassignment or demotion;
    
    suspension with or without pay;
    
    reduction of salary or bonus;
    
    dismissal or termination; and
    
    restitution of losses, civil action or criminal prosecution.
  Audits, Investigations, Remedial Action and Certifications
  Requests for Exception
  45




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USEFUL CONTACT INFORMATION
 ETHICS HOTLINE
    
    DISCLOSURE COMMITTEEEthicsPoint (confidential and anonymous electronic
reporting)
    
    Steven M. Blondy, Co-Chair(919) 297-1116On the Companys intranet or available on the world
wide web at www.ethicspoint.com.
    
    Robert J. Bush, Secretary(919) 297-1114Toll Free Hotline: 888-310-1194 (answered by RHD Legal)C/o R.H. Donnelley CorporationC/o R.H. Donnelley Corporation
    
    1001 Winstead Drive1001 Winstead Drive
    
    Cary, North Carolina 27513Cary, North Carolina 27513INDEPENDENT MEMBERS OF OUR
    
    BOARD OF DIRECTORSRobert Kamerschen (all Policy items)
    
    Edwina D. Woodbury (financial Policy items)Lead Director
    
    Chair of Audit and Finance CommitteeC/o R.H. Donnelley Corporation
    
    C/o R.H. Donnelley Corporation1001 Winstead Drive
    
    1001 Winstead DriveCary, North Carolina 27513
    
    Cary, North Carolina 27513Written correspondence will not be opened by the
Company and will be sent directly to Mr. Kamerschen
    
    Written correspondence will not be opened by the Company and will be sent directly
to Ms. WoodburyHUMAN RESOURCES
    
    INTERNAL AUDITGretchen Zech, Senior Vice President  Human Resources
    
    Robert Green, AVP, Internal Audit(919) 297-1135
    
    (919) 297-1249Debbi Ryan, Vice President  Human Resources
    
    C/o R.H. Donnelley Corporation(919) 297-1112
    
    1001 Winstead DriveCary, North Carolina 27513Pat Bradford, AVP  Labor Relations303-784-2030
    
    KPMG LLPLeslie A. CoolidgeC/o R.H. Donnelley Corporation
    
    Partner1001 Winstead Drive
    
    Suite 1200Cary, North Carolina 27513
    
    150 Fayetteville Street MallRaleigh, NC 27601(919) 664-7240LEGAL DEPARTMENT
    
    INVESTOR RELATIONSRobert J. Bush, Sr. Vice President, General Counsel and
    
    Investors: Jenny Apker (800) 497-6329Corporate Secretary(919) 297-1114
    
    Media: Tyler D. Gronbach (919) 297-1541Tim Bauer, Corporate Compliance Officer(303) 784-2304C/o R.H. Donnelley CorporationC/o R.H. Donnelley Corporation
    
    1001 Winstead Drive1001 Winstead Drive
    
    Cary, North Carolina 27513Cary, North Carolina 27513
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