*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.***R.H. DONNELLEY CORPORATION****DEFERRED COMPENSATION PLAN****Amended and Restated Effective January 1, 2005**
 

 
*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.***R.H. DONNELLEY CORPORATION****DEFERRED COMPENSATION PLAN****Amended and Restated Effective January 1, 2005****1. Purposes.**     R.H. Donnelley Corporation established the R.H. Donnelley Corporation Deferred CompensationPlan effective as of July 14, 1998 to provide certain highly compensated employees with theopportunity to defer compensation and to have such deferred amounts treated as if invested inspecified investment vehicles. R.H. Donnelley Corporation is amending and restating the R.H.Donnelley Corporation Deferred Compensation Plan as set forth herein to comply with changes infederal tax laws, including the requirements of Code Section 409A. Except as provided herein, thisamended and restated Plan is effective on and after January 1, 2005.     This amended and restated Plan constitutes an amendment and restatement of the DonTechDeferred Compensation Plan (the “DonTech Prior Plan”) effective as of January 1, 2005 (the “DonTechEffective Date”). Each Account in existence under the DonTech Prior Plan immediately prior to theDonTech Effective Date shall be treated in all respects as a Deferral Account hereunder.     This amended and restated Plan constitutes an amendment and restatement of the Dex Media, Inc.Deferred Compensation Plan (the “Dex Prior Plan”) effective as of January 31, 2006 (the “DexEffective Date”). Each Account in existence under the Dex Prior Plan immediately prior to the DexEffective Date shall be treated in all respects as a Deferral Account hereunder.     Except as expressly provided herein, the terms and provisions of this amended and restatedPlan are not intended to apply to deferred compensation that is entitled to grandfathered statuswith respect to Code Section 409A.**2. Definitions.**     In addition to the terms defined in Section 1 above, the following terms used in the Planshall have the meanings set forth below: (a) “Administrator” shall mean the Compensation and Benefits Committee or its dulyauthorized delegate. References herein to the Administrator shall be deemed to include itsdelegate, if any.  (b) “Beneficiary” shall mean the person or persons designated by the Participant in accordancewith Section 10.  (c) “Board” shall mean the Board of Directors of R.H. Donnelley Corporation.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (d) A “Change in Control” shall mean an event or series of events occurring on or afterJanuary 1, 2005 that constitutes a “Change in Control” within the meaning of Section 10 ofthe Stock Plan, but only if the event or series of events also constitutes a change in theownership or effective control of the Company, or in the ownership of a substantialportion of its assets, within the meaning of Code Section 409A(a)(2)(A)(v) and applicableregulations and other guidance thereunder.  (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.  (f) “Company” shall mean R.H. Donnelley Corporation and any of its wholly-owned entities.  (g) “Compensation and Benefits Committee” shall mean the Compensation and BenefitsCommittee of the Board.  (h) “Deferral Account” or “Account” shall mean the account or subaccount established andmaintained by the Company for specified deferrals by a Participant, as described in Section 6.Deferral Accounts will be maintained solely as bookkeeping entries by the Company to evidenceunfunded obligations of the Company.  (i) “Deferral Period” shall mean the period of time for which a Participant electsto defer receipt of Eligible Compensation as designated by the Participant’s DeferredCompensation Agreement.  (j) “Deferred Compensation” shall mean that amount of Eligible Compensation which hasbeen deferred by a Participant and which has been credited to the Participant’sAccount.  (k) “Deferred Compensation Agreement” shall mean the agreement (regardless of how itmay be titled) which may be in writing, electronic or telephonic, or such other method asprescribed by the Administrator, and signed or otherwise authorized by a Participantpursuant to which the Participant elects the amount of the Participant’s EligibleCompensation to be deferred into the Participant’s Account under the Plan, the time andform of payment for such amounts and the Investment Direction.  (l) “Disabled” shall mean “disabled” within the meaning of Code Section409A(a)(2)(C).  (m) “Eligible Compensation” shall mean, before any reduction pursuant to the Plan, basesalary, cash or stock bonuses (including bonuses in the form of restricted stock units orother awards under the Stock Plan), commissions, or any other
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*   component of a Participant’s compensation, the payment of which theAdministrator has approved to be deferred.  (n) “Eligible Employee” shall mean any person employed by the Company who has been selected bythe Administrator, in its sole discretion, to participate in this Plan. The term “EligibleEmployee” includes all active employees participating in the DonTech Prior Plan as of theDonTech Effective Date, and all active employees participating in the Dex Prior Plan as of theDex Effective Date.Notwithstanding the foregoing, a person’s status as an “Eligible Employee” may beterminated in accordance with Section 4(d).  (o) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.  (p) “Grandfathered Account” shall mean the Participant’s vested deferred compensation as ofDecember 31, 2004 under this Plan, adjusted for earnings andlosses after December 31, 2004. Amounts deferred under the DonTech Prior Plan shall not be considered Grandfathered Accounts.  (q) “Investment Direction” shall mean the choice of Investments made upon the Participant’selection to defer compensation or at such other time pursuant to Section 6(c).  (r) “Investments” shall mean the investment options that are made available as the mechanismto calculate hypothetical investment performance on Deferred Compensation credited to eachParticipant’s Account under the Plan.  (s) “Participant” shall mean any Eligible Employee of the Company who participatesor makes an election to participate in the Plan. The term“Participant” shall also mean former employees of the Company who have DeferralAccount balances, as well as former participants in the Prior Plans whose accountsunder such Prior Plans have become subject to the provisions of this Plan.  (t) “Plan Year” shall mean each calendar year.  (u) “Prior Plans” shall mean the DonTech Prior Plan and the Dex Prior Plan.  (v) “Retirement” shallmean a Participant’s voluntary Separation from Service at or after attaining age 55.  (w) “Separation from Service” shall mean the Participant’s “separation from service” withinthe meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and other guidancethereunder.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (x) “Stock” or “Company Stock” shall mean R.H. Donnelley Corporation’s Common Stock, par value$1.00 per share, and any other equity securities of the Company that may be substituted orresubstituted for such Common Stock pursuant to Section 12(c) of the Stock Plan.  (y) “Stock Plan” shall mean the R.H. Donnelley Corporation 2005 Stock Award and IncentivePlan.  (z) “Unforeseeable Emergency” shall mean a severe financial hardship to theParticipant resulting from an illness or accident of the Participant, the Participant’sspouse, or a dependent (as defined in Code Section 152(a)) of the Participant, loss of theParticipant’s property due to casualty, or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant, providedthat the hardship qualifies as an unforeseeable emergency under Code Section 409A andapplicable guidance thereunder.**3. Administration.** (a) The Plan shall be administered by the Administrator. The Administrator shall havethe discretionary powers and authority as are necessary for the proper administration ofthe Plan, including, but not limited to, the discretionary power and authority to: (i) Designate Eligible Employees;  (ii) Interpret the Plan and other documents, decide questions and disputes, supply omissions, andresolve inconsistencies and ambiguities arising under the Plan and other documents, whichinterpretations and decisions shall be final and binding on all Participants and beneficiaries;  (iii) Make any other determinations that it believes necessary or advisable for the administrationof the Plan;  (iv) Establish rules, regulations and forms of agreements and other instrumentsrelating to the administration of the Plan not inconsistent with the Plan;  (v) Maintain any records necessary in connection with the operation of the Plan;  (vi) Retain counsel, employ agents, and provide for such clerical, accounting, actuarial, and consulting services as it deems necessary ordesirable to assist it in the administration of the Plan;
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (vii) Make benefit payments and determine benefit decisions upon claims and appeal to theextent it has the authority to make such claim and appeal determinations under Section 8;and  (viii) Otherwise administer the Plan in accordance with its terms. (b) In its absolute discretion, the Administrator may delegate all or any part of its authorityhereunder and other administrative duties of the Administrator to an employee or a committeecomposed of employees of the Company and/or members of the Board and all reference to theAdministrator in the Plan shall be deemed to include any such delegate to the extent authorizedby such delegation. Decisions and determinations made by the Administrator or an employee orcommittee of employeesacting within the scope of authority delegated by the Administrator shall be final and bindingupon all persons. No determination of the Administrator in one case shall create a bias orretroactive adjustment in any other case.  (c) The costs of administering the Plan shall be borne by the Company unless and until theAdministrator notifies Participants that such costs will be imposed on Participants. No costsmay be charged to or against Participant Accounts retroactively. Any costs charged againstParticipants Accounts shall be allocated in an equitable manner as determined by theAdministrator.  (d) Each member of the Administrator shall be entitled to, in good faith, rely or act upon anyreport or other information furnished to him or her by any officer or other employee of theCompany, the Company’s independent certified public accountants, or any executive compensationconsultant, legal counsel, or other professional retained by the Company to assist in theadministration of the Plan. To the maximum extent permitted by law, no member of the Administrator, nor anyperson to whom ministerial duties have been delegated, shall be liable to any personfor any action taken or omitted in connection with the interpretation andadministration of the Plan.  (e) The Company shall indemnify all of its employees and directors involved in theadministration of the Plan against any and all claims, losses, damages, costs and expenses,including attorney’s fees, incurred by them, and any liability, including any amounts paid insettlement with their approval, arising from their action or failure to act, except when thesame is judicially determined to be attributable to their gross negligence or willfulmisconduct.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.***4. Eligibility and Participation.** (a) Eligible Employees. Active participation in the Plan shall be limited to EligibleEmployees.  (b) Participation Voluntary. Participation in the Plan is voluntary. Prior to the commencementof any Plan Year, the Administrator shall notify each Eligible Employee of his or herprospective eligibility to participate in the Plan for such Plan Year.  (c) Continuation of Participation. Subject to the provisions of Section 4(d), anEligible Employee shall remain eligible to continue active participation in the Planfor each Plan Year following the Eligible Employee’s initial year of participation inthe Plan. Provided, however, that if such Participant ceases to be an Eligible Employeein a succeeding Plan Year, then such Participant shall remain eligible only to continuethe deferral of prior Deferred Compensation as and to the extent permitted under thePlan and under Code Section 409A, but shall not be eligible (unless the Administratorotherwise determines) to make contributions of Deferred Compensation into the Planafter ceasing to be an Eligible Employee.  (d) Termination of Participation. Notwithstanding any Plan provision to the contrary, noParticipant shall have any right or entitlement to continue as an Eligible Employee except as,to the extent and for the purposes specifically provided in the Plan as determined from time totime by the Administrator. The Administrator shall be specifically empowered to terminate theParticipant’s status as an Eligible Employee if the Administrator determines, in its sole andabsolute discretion, that: (i) Such termination will not cause the Participant’s Account to becometaxable under Code Section 409A; and  (ii) Such termination is necessary, appropriate or desirable, including withoutlimitation, any such termination premised on the Administrator’s determination or beliefthat continuation of such Eligible Employee status is, would or might be contrary to orinconsistent with the terms of the Plan or of applicable law, or that such continuationdoes, could or might jeopardize the Plan’s classification as a “top hat” pension benefitplan (within the meaning of Section 13(b)) or does, could or might endanger or adverselyaffect the benefits available under or through the Plan to other Participants.  Accordingly, an individual shall cease to be an Eligible Employee hereunder effective as of anydate designated by the Administrator. Any suchAdministrator action shall be communicated to the individual prior to the
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*effective date of such action. The Administrator shall not require that anydistributions of Accounts be made in connection with such action, except to theextent the Administrator determines that such distributions will notcause the Participant’s Account to become taxable under Code Section 409A.**5. Provisions Relating to Participant Deferrals.** (a) Election to Defer. Each Eligible Employee receiving Eligible Compensation may makean election to defer receipt of all or any part of payment of such compensation. EachEligible Employee shall, within the period specified in Section 5(b), below, notify theCompany in writing, telephonically, or electronically of an election to defer the receiptof all or any payment of Eligible Compensation. An election shall apply only to EligibleCompensation earned during the Plan Year specified in the election. Such election shall bespecified in the Eligible Employee’s Deferred Compensation Agreement. Each such DeferredCompensation Agreement shall state: (i) the amount or percentage of the Eligible Compensation to be deferred;  (ii) the date or dates on which, or the event or events following which, payment is tocommence along with the form of payment; and  (iii) the Investment Direction for the Deferred Compensation.   Each Eligible Employee must complete a new Deferred CompensationAgreement prior to the beginning of each Plan Year, and no elections described thereinshall continue to be effective for Eligible Compensation earned in any subsequent PlanYear, except as may be permitted by Code Section 409A and specified in the DeferredCompensation Agreement. A Deferred Compensation Agreement shall become irrevocable onthe first day of the Plan Year to which it applies, and shall remain irrevocable andnot subject to termination or reduction with respect to Eligible Compensation earnedthrough the end of such Plan Year, except to the extent as may be permitted under CodeSection 409A. Under no circumstances may an Eligible Employee’s Deferred CompensationAgreement be made, modified or revoked retroactively. (b) Timing of Election to Defer. (i) Except as otherwise provided below, an Eligible Employee shall make a written,telephonic or electronic election to defer all or any part of EligibleCompensation no later than the last day of the Plan Year preceding the PlanYear in which the Eligible Employee will be performing services generating theEligible Compensation.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (ii) In the first year in which an Eligible Employee is eligible to participate in thePlan, and subject to the approval of the Administrator, the Eligible Employee may makea deferral election within thirty (30) days after the date the Eligible Employee firstbecomes eligible under the Plan. For purposes of this paragraph, the term “Plan”includes this Plan and any other plan or arrangement that would be treated as part of asingle plan under Code Section 409A. A mid-year election made in accordance with thisparagraph shall apply only with respect to Eligible Compensation for services performedafter the election is made, and in the case of a bonus deferral, only to a pro rataportion of the bonus (based on the number of days remaining in the bonus period afterthe election).  (iii) With respect to “performance-based compensation” (within the meaning of CodeSection 409A) that is based on services performed over a period of at least twelve (12)months, the Administrator may permit an Eligible Employee to make a deferral electionno later than six (6) months before the end of the performance period for which suchperformance-based compensation is to be paid, provided that the election meets therequirements of Code Section 409A. (c) Transition Rules for Certain 2006 Deferred Compensation Agreements. EachDeferred Compensation Agreement in effect under the Dex Prior Plan immediately prior tothe Dex Effective Date (including Deferred Compensation Agreements for employees anddirectors) shall be considered a Deferred Compensation Agreement under this Plan andshall remain in effect in accordance with its terms until December 31, 2006.**6. Deferral Accounts.** (a) Bookkeeping Accounts. The Company shall establish a separate bookkeeping accountfor each Participant and from time to time shall enter therein the name of eachParticipant and the amount to be credited to the Participant’s Account. Within eachParticipant’s bookkeeping Account, separate subaccounts shall be maintained to the extentthe Administrator determines it to be necessary or desirable for the administration of thePlan. Each Participant’s Account shall be credited with the Participant’s DeferredCompensation and credited (or charged, as the case may be) with the hypotheticalinvestment results determined pursuant to the Participant’s Investment Directions.Deferred Compensation will be credited to the Participant’s Deferral Account as of thedate on which such amounts would have been paid to the Participant but for theParticipant’s deferral election, or as soon as administratively practicable thereafter.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (b) Accounting for Fractional Shares. If for any reason a Participant’s DeferredCompensation includes a deferral of a fractional share of Company Stock, theAdministrator, in its sole discretion, shall cause the fractional share to be forfeitedfrom the Participant’s Deferral Account, or credit the Deferral Account with the fractionof a share calculated to at least three decimal places.  (c) Investments and Investment Direction. (i) Subject to the provisions of paragraphs (ii) through (iv) below, amountscredited to a Deferral 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 Administratormay from time to time change or discontinue any hypothetical Investmentvehicle available under the Plan in its discretion. The Participant’s DeferralAccount shall be credited from time to time with the hypothetical gains,losses and earnings on the hypothetical Investments.  (ii) A Participant may allocate amounts credited to his or her Deferral Account to oneor more of the hypothetical Investment vehicles authorized by the Administrator.Subject to the rules established by the Administrator and subject to the provisions of this Subsection, a Participantmay reallocate amounts credited to his or her Deferral Account among one ormore of such hypothetical Investment vehicles by filing with the Administratora notice in such form and in accordance with such procedures as theAdministrator shall determine from time to time. The Administrator may in itsdiscretion restrict allocation into or reallocation into or out of anyhypothetical Investment or specify minimum or maximum amounts that may beallocated or reallocated.  (iii) The Company may, in its discretion, establish one or more grantor trusts orpurchase one or more insurance or annuity products and deposit therein amounts of cash,Company Stock, or other property not exceeding the amount of the Company’s obligationswith respect to a Participant’s Deferral Account. If the Company invests such amountsin a manner that corresponds to the Participant’s Investment Directions, the amounts of hypothetical income andappreciation and depreciation in value of the Participant’s Deferral Account shall beequal to the actual income on, and appreciation and depreciation of, the amounts soinvested. Notwithstanding the provisions of this paragraph, theCompany is not and shall not be required to make any investment inconnection with the Plan or any Participant’s Investment Direction underthe Plan.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (iv) Unless otherwise determined by the Administrator, Deferred Compensationconsisting of Company Stock shall be subject to the terms and provisions of theStock Plan and shall be deemed to have been deferred under Section 9(c) of theStock Plan. Such Deferred Compensation shall be administered in accordance with the terms and provisions of this Plan tothe extent not inconsistent with the Stock Plan. Such Deferred Compensation shall be deemedinvested in Company Stock and shall not be available for reallocation to any other hypotheticalInvestment. The Participant’s Deferral Account shall be credited from time to time with thehypothetical dividends on such Stock in accordance with the provisions of the Stock Plan. (d) Valuation of Accounts. Accounts shall be valued as of the last business day of each month.**7. Settlement of Deferral Accounts.** (a) General Limitations on Distributions. A Participant’s Deferred CompensationAgreement may provide for distribution of the Deferred Compensation and accretions theretoonly upon: (i) the Participant’s Separation From Service;  (ii) the Participant becoming Disabled;  (iii) the Participant’s death;  (iv) a fixed time (or pursuant to a fixed schedule) specified by the Participant at the date of thedeferral of his or her Eligible Compensation;  (v) a Change of Control; or  (vi) the Participant’s Unforeseeable Emergency in accordance with Section 7(g).    If the Participant is a “specified employee” within the meaning of Code Section409A(a)(2)(B)(i) and the Participant’s Account (or any portion thereof) becomes payableon account of his or her Separation from Service, distributions may not be made beforethe date which is six (6) months after the Participant’s Separation from Service (or,if earlier, the Participant’s date of death). If distributions are payable ininstallments, the commencement date for the installments shall be delayed to complywith this provision. (b) Timing of Distribution. Subject to Section 7(a) and Code Section 409A, the paymentof Deferred Compensation and all accretions thereto credited to a
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* Participant’s Account shall be made at such time as specified in the Participant’sDeferred Compensation Agreement related to such amounts.  (i) If a Participant’s Deferred Compensation Agreement does not specify the time ofpayment, such amounts shall be distributed to or on behalf of the Participant seven(7) months following the Participant’s Separation From Service.  (ii) If a Participant’s Deferred Compensation Agreement specifies the time of anin-service payment but does not specify the time of payment following Separation fromService, and the Participant’s Separation from Service occurs prior to the specifiedin-service payment date, such amounts shall be distributed to or on behalf of theParticipant seven (7) months following the Participant’s Separation From Service. (c) Form of Distribution. A Participant’s Deferred Compensation and all accretions theretocredited to a Participant’s Account shall be paid in such form as specified in theParticipant’s Deferred Compensation Agreement related to such amounts. All forms ofdistribution shall be paid in cash or, in the case of Deferred Compensation that is subject to the Stock Plan and that is deemed investedin Company Stock, in such Stock pursuant to the Stock Plan. If the Participant’sDeferred Compensation Agreement does not specify the form of distribution to beapplied to the amounts related to such Agreement, such amounts shall be paid in asingle lump sum payment. Effective for Plan Years beginning on or after January 1,2006: (i) The Participant may elect to receive payment on or commencing on a specifieddate prior to Separation from Service, in a lump sum or in annual installmentsover not less than two (2) and not more than five (5) years. The Administratormay require a minimum Deferral Period.  (ii) The Participant may elect to receive payment in or beginning in the seventh(7th) month following a Change of Control, in a lump sum or in annualinstallments over not less than two (2) and not more than five (5) years.  (iii) The Participant’s Deferred Compensation Agreement shall specify the timing andmethod of payment following Retirement or Separation from Service on account ofDisability. A. The Participant may elect to have distributions made or commence seven (7)months following Separation from Service. The Participant may instead elect to have distributions made orcommence on the later of:
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (1) January of the year following Separation from Service, or  (2) Seven (7) months following Separation from Service. B. The Participant may elect to have distributions made in a lump sum,or in quarterly installments over not less than two (2) and not morethan fifteen (15) years. (iv) The Participant’s Deferred Compensation Agreement shall specify the method ofpayment following Separation from Service for reasons other than Retirement orDisability. The Participant may elect to have distributions made in a lump sum, or inannual installments over not less than two (2) and not more than five (5) years.Distributions shall be made or commence seven (7) months following Separation fromService. (d) Distributions Begin Upon Earliest Payment Event. The Participant’s DeferredCompensation and all accretions thereto shall become payable upon the occurrence ofthe earliest payment event elected in the Participant’s DeferredCompensation Agreement, and shall be paid in the form specified with respect to suchevent.  (e) Changes in Time and Form of Distribution. A Participant may make a subsequentelection to change the timing or form of payment of the Participant’s Account,subject to the requirements of this Subsection. (i) An election to change the timing or form of payment shall not takeeffect until at least twelve (12) months after the date on which theelection to change is made;  (ii) With respect to any such election related to a payment on account of the Participant’sSeparation From Service (for reasons other than death or Disability), on account of a Change ofControl, or to be made at a specified time (or pursuant to a fixed schedule), the first payment ofamounts that are subject to such revised election shall be deferred for a period of not less thanfive (5) years from the date on which such payment would otherwise have been made had the revisedelection not been made;  (iii) With respect to a payment to be made at a specified time (or pursuantto a fixed schedule) specified at the time of deferral, any such election may not be made less thantwelve (12) months prior to the date of the first scheduled payment; and
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (iv) The Administrator may impose additional restrictions or limitations on theParticipant’s right to make changes in the time or form of payment of the Account. (f) Small Accounts. In the event that the balance of a Participant’s Account afterSeparation from Service does not exceed the applicable *de minimis*amount on the datedistribution is scheduled to begin, such balance shall automatically be paid in asingle lump sum cash payment, notwithstanding any elections on the Participant’sDeferred Compensation Agreements to the contrary. The applicable *de minimis*amount is$10,000, provided that to the extent permitted under Code Section 409A theAdministrator in its discretion may establish a higher or lower *de minimis*amount fromtime to time. The provisions of this paragraph shall supersede any inconsistentprovisions in the Participant’s Deferred Compensation Agreement.  (g) Unforeseeable Emergency. If the Administrator determines that a Participant has had anUnforeseeable Emergency, the Administrator, in its sole discretion, may cause a distributionfrom the Participant’s Account to occur or may cause a revision to the Participant’s scheduleof payments to the extent necessary to alleviate the financial hardship created by theUnforeseeable Emergency. However, such payment from the Participant’s Account may be made only if, as determinedunder Treasury regulations, the amounts distributed with respect to an emergency do notexceed the amounts necessary to satisfy such emergency plus amounts necessary to paytaxes reasonably anticipated as a result of the distribution, after taking into accountthe extent to which such hardship is or may be relieved through reimbursement orcompensation by insurance or otherwise, by liquidation of the Participant’s assets (tothe extent the liquidation of such assets would not itself cause severe financialhardship), or by cessation of deferrals under this Plan or any other deferredcompensation or retirement savings plan (qualified or otherwise). A Participant shallprovide such information as the Administrator may reasonably require for it todetermine whether the Participant has had an Unforeseeable Emergency.  (h) Payment Following Death. In the event of the Participant’s death before theParticipant’s Deferral Account has been fully distributed to the Participant, theDeferral Account shall be paid to the Participant’s Beneficiary in a single sum in thePlan Year immediately following the Participant’s death or, if earlier, in the seventh(7th) month following the Participant’s death. Notwithstanding theforegoing, any portion of the Deferral Account that is being paid in installments atthe time of the Participant’s death shall be paid to the Participant’s Beneficiary ininstallments at the same times and in the same amounts that such installments wouldhave been paid to the Participant had the Participant remained alive.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (i) Payment in Installments. If any Account is payable in installments, the amount ofeach installment shall be equal to the balance credited to the Account at the timepayment is due, divided by the total number of unpaid installments that remain due.  (j) Special Rules. (i) The Administrator may permit or require Participants to change the time andmethod of payment of Deferred Compensation and accretions thereto pursuant toDeferred Compensation Agreements for the 2005 Plan Year, provided that: A. The Participants must make their new payment elections on or beforeDecember 31, 2005; and  B. New payment elections are subject to theprovisions of this Section 7, except that new payment electionsmade in 2005 pursuant to this paragraph are not subject to Section7(e). (ii) The Administrator may permit or require Participants to change the time and methodof payment of Deferred Compensation and accretions thereto pursuant to deferrals under theDonTech Prior Plan, provided that: A. The Participants must make their new payment elections on orbefore December 31, 2006;  B. New payment elections are subject to the provisions of thisSection 7, except that new payment elections made in 2006pursuant to this paragraph are not subject to Section 7(e);  C. New payment elections may not cause amounts otherwisepayable in 2006 to be paid after 2006; and  D. New payment elections may not cause amounts otherwisepayable after 2006 to be paid in 2006. (iii) Deferred Compensation and accretions thereto pursuant to Deferred CompensationAgreements made under the Dex Prior Plan for the 2005 and 2006 Plan Years shall be payablein accordance with the Dex Prior Plan and the payment elections in such Agreements.Notwithstanding the foregoing, the Administrator may permit or require Participants tochange the time and method of payment of Deferred Compensation and accretions theretopursuant to such Deferred Compensation Agreements, provided that:
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* A. The Participants must make their new payment elections on orbefore December 31, 2006;  B. New payment elections are subject to the provisions of thisSection 7, except that new payment elections made in 2006pursuant to this paragraph are not subject to Section 7(e);  C. New payment elections may not cause amounts otherwisepayable in 2006 to be paid after 2006; and  D. New payment elections may not cause amounts otherwisepayable after 2006 to be paid in 2006. (k) Election to Cancel 2005 Deferrals. The Administrator may permit anyParticipant to cancel his or her Deferred Compensation Agreement for the 2005 PlanYear in whole or in part, provided that: (i) To the extent cancelled the Deferred Compensation and accretions theretomust be included in the Participant’s taxable income for 2005; and  (ii) The Participants must make the election no later than December 31, 2005.**8. Claim and Appeal Procedures.**     The following claim and appeal procedure shall apply with respect to the Plan: (a) Filing of a Claim for Benefits. If the Participant or Beneficiary (the “claimant”) believesthat he is entitled to benefits under the Plan which are not being paid to him or which are notbeing accrued for his benefit, he shall file a written claim with the Administrator.  (b) Notification to Claimant of Decision. Within 90 days after receipt of a claim by theAdministrator (or within 180 days if special circumstances require an extension of time), theAdministrator shall notify the claimant of its decision with regard to the claim. In the eventof such special circumstances requiring an extension of time, there shall be furnished to theclaimant prior to expiration of the initial 90-day period written notice of the extension,which notice shall set forth the special circumstances and the date by which the decision shallbe furnished. If such claim shall be wholly or partially denied, notice thereof shall be inwriting and worded in a manner calculated to be understood by the claimant, and shall setforth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinentprovisions of the Plan on which the denial is based; (iii) a description of any additionalmaterial or information necessary for
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*   the claimant to perfect the claim and an explanation of why such material orinformation is necessary; and (iv) an explanation of the procedure for review ofthe denial. If the Administrator fails to notify the claimant of the decision in atimely manner, the claim shall be deemed denied as of the close of the initial90-day period (or the close of the extension period, if applicable).  (c) Procedure for Appeal and Review. Within 60 days following receipt by the claimant ofnotice denying his claim, in whole or in part, or, if such notice shall not be given, within60 days following the last date on which such notice could have been timely given, theclaimant may appeal denial of the claim by filing a written application for review with theAdministrator. Following such request for review, the Administrator shall fully and fairlyreview the original decision denying the claim. Prior to the decision of the Administrator onreview, the claimant shall be given an opportunity to review pertinent documents and to submitissues and comments in writing.  (d) Decision on Review. The decision on review of a claim denied in whole or in part shall bemade in the following manner: (i) Within 60 days following receipt by the Administrator of the request for review(or within 120 days if special circumstances require an extension of time), theAdministrator shall notify the claimant in writing of its decision with regard to theclaim. In the event of such special circumstances requiring an extension of time,written notice of the extension shall be furnished to the claimant prior to thecommencement of the extension. If the decision on review is not furnished in a timelymanner, the claim shall be deemed denied as of the close of the initial 60-day period(or the close of the extension period, if applicable).  (ii) With respect to a claim that is denied in whole or in part, the decision on reviewshall set forth specific reasons for the decision, shall be written in a manner calculatedto be understood by the claimant and shall cite specific references to the pertinent Planprovisions an which the decision is based.  (iii) The decision of the Administrator shall be final and conclusive. (e) Action by Authorized Representative of Claimant. All actions set forth in thisSection to be taken by the claimant may likewise be taken by a representative ofthe claimant duly authorized by him to act on his behalf on such matters. The Administratormay require such evidence as it may reasonably deem necessary or advisable of the authorityto act of any such representative.  (f) Exhaustion of Administrative Remedies. A claimant must exhaust his or her administrative remediesunder the Plan before filing a suit for benefits, and the
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*   claimant must file suit no later than 180 days after the Administrator makes afinal determination to deny the claim pursuant to Section 8(d).**9. Amendment, Termination and Adjustments.**     The Compensation and Benefits Committee shall have the power to amend or terminate the Plan 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 Deferral Account as of the date of suchamendment or termination, or (ii) changing the provisions of the Plan applicable to any Participantor Beneficiary in a manner that would trigger the additional taxes provided under Code Section409A(a)(1)(B). Notwithstanding the foregoing, the Compensation and Benefits Committee shall havethe power to amend this Plan from time to time without the consent of any Participant or otherparty to the extent the Compensation and Benefits Committee deems necessary or appropriate topreserve the intended tax treatment of benefits payable hereunder.**10. Designation of Beneficiary.**     Each Participant shall have the right to designate one or more Beneficiaries toreceive payment of the Participant’s Deferral Account in the event of the Participant’s death before theParticipant’s Deferral Account has been fully distributed to the Participant. A Participant shalldesignate one or more Beneficiaries by executing the beneficiary designation form prescribed fromtime to time by the Administrator and filing the same with the Administrator. Any such designationmay be changed at any time by execution of a new designation in accordance with this Section. If nosuch designation is on file with the Administrator at the time of the death of the Participant orif such 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.**11. Grandfathered Accounts.**     Grandfathered Accounts shall be administered in accordance with the terms andprovisions of the Plan in effect as of December 31, 2004, provided that no person may exercisediscretion under the terms of the Plan if the exercise of such discretion would cause any portionof the Grandfathered Account to become subject to Code Section 409A. The terms and provisions ofthis amended and restated Plan shall not apply to Grandfathered Accounts.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.***12. Company Stock.**     The Company shall impose such restrictions on Stock delivered to a Participanthereunder and any other interest constituting a security as it may deem advisable in order tocomply with the Securities Act of 1933, as amended, the requirements of the New York Stock Exchangeor any other stock exchange or automated quotation system upon which the Stock is then listed orquoted, any state securities laws applicable to such a transfer, any provision of the Company’sCertificate of Incorporation or By-Laws, or any other law, regulation, or binding contract to whichthe Company is a party. No Participant shall have any of the rights or privileges of a shareholderof the Company under the Plan, including as a result of the crediting of Stock equivalents or otheramounts to a Deferral Account, or the creation of any trust and deposit of such Stock therein,except at such time as Stock may be actually delivered in settlement of a Deferral Account.**13. General Provisions.** (a) Funding. The Plan is unfunded. All benefits will be paid from the general assets of theCompany.  (b) “Top Hat” Pension Benefit Plan. The Plan is an “employee pension benefit plan” withinthe meaning of ERISA. However, the Plan is unfunded and maintained for a select group ofmanagement or highly compensated employees of the Company and, therefore, it is intendedthat the Plan will be exempt from Parts 2, 3 and 4 of Title I of ERISA. The Plan is notintended to qualify under Section 401(a) of the Code.  (c) Assignment. Other than by will or the laws of descent and distribution, noright, title or interest of any kind in the Plan shall be transferable or assignable by aParticipant or his or her Beneficiary or be subject to alienation, anticipation,encumbrance, garnishment, attachment, levy, execution or other legal or equitable process,nor subject to the debts, contracts, liabilities, engagements or torts of anyParticipant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign,pledge, garnish, attach or take any other action subject to legal or equitable process orencumber or dispose of any interest in the Plan shall be void.  (d) Receipt and Release. Payments (in any form) to any Participant or Beneficiary inaccordance with the provisions of the Plan shall, to the extent thereof, be in fullsatisfaction of all claims for the Deferred Compensation to which the payments relateagainst the Company or any subsidiary thereof, and the Administrator may require suchParticipant or Beneficiary, as a condition to such payments, to execute a receipt andrelease to such effect. In the case of any payment under the Plan of less than all amountsthen credited to an Account in the form of Company Stock, the amounts paid shall be deemedto relate to the Stock credited to the account at the earliest time.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (e) Setoff. Notwithstanding any other provision of this Plan, at the time any paymentis due to or on behalf of a Participant hereunder the Company may reduce the amount ofsuch payment by the amount of any loan, cash advance, extension of credit or otherobligation of the Participant to the Company that is then due and payable, and theParticipant shall be deemed to have consented to such reduction.  (f) Unsegregated Funds; Unsecured General Creditor Status Of Participant . (i) Any Account established under this Plan shall be hypothetical in nature and shallbe maintained for bookkeeping purposes only so that gains, losses and earnings relatingto the hypothetical investment of each Participant’s Deferred Compensation can becredited (or charged, as the case may be). Neither the Plan nor any of the Accounts (orsubaccounts) established hereunder shall represent the ownership of or beneficialinterest in any actual funds or assets. The right of any person to receive one or morepayments under the Plan shall be an unsecured claim against the general assets of theCompany and 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, orobligations owed to such party, under the Plan. Any liability of the Company to anyParticipant or Beneficiary with respect to a right to payment shall be based solelyupon contractual obligations created by the Plan. No party shall be deemed to be atrustee of or with respect to any amounts to be paid under the Plan. Nothing containedin the Plan, and no action taken pursuant to its provisions, shall create or beconstrued to create a trust of any kind or a fiduciary relationship between the Companyand a Participant or any other person.  (ii) The Company shall be under no obligation to segregate Deferred Compensationduring the Deferral Period and an election to defer Compensation under the Plan shallconstitute an acknowledgment and agreement by the Participant that such unsegregatedfunds belong absolutely and unconditionally to the Company and are subject to theclaims of the Company’s general creditors. Nothing herein contained shall beconstrued as creating any trust, expressed or implied, for the benefit of anyParticipant.  (iii) The payments to a Participant, the Participant’s Beneficiary or any otherdistributee hereunder shall be made from assets which shall continue, for all purposes,to be a part of the general, unrestricted assets of the Company. No person shall haveor acquire any interest in any such assets by virtue of the provisions of the Plan. TheCompany’s obligation hereunder shall be an unfunded and unsecured promise to pay
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*   money in the future. To the extent that the Participant, Beneficiary orother distributee acquires a right to receive payments from the Companyunder the provisions hereof, such right shall be no greater than the rightof any unsecured general creditor of the Company, and no such person shallhave or acquire any legal or equitable right, interest or claim in or toany property or assets of the Company.  (iv) The Company may (but shall not be obligated to) establish a trust or trusts, orsuch other investment or accounting devices as the Administrator shall deemappropriate, advisable or desirable, which may take the form of grantor trusts, may berevocable or irrevocable, and may have independent trustees. If any such trusts orother devices are established (including but not limited to trusts or devices describedin Section 6(c)(iii)), then so long as they are maintained, the assets of such trustsor devices will be subject to the claims of creditors of the Company in the event theCompany becomes insolvent. To the extent that the assets of such trusts or otherdevices are insufficient to pay benefits due under the Plan, such benefits shall bepaid by the Company from its general assets. Neither Participants, their Beneficiariesnor their successors or legal representatives shall have any right, actual orbeneficial, other than the right of an unsecured general creditor, against the Companyor against any of such trusts or other devices in respect of any portion of aParticipant’s Account. Any trust or other investment or accounting device established in connectionwith this Plan shall be designed and administered in a manner that will not causeamounts to become taxable under Code Section 409A(b). (g) Reservation of Rights. Nothing in the Plan shall be construed to (i) give any employee anyright to defer compensation other than as expressly authorized and permitted by theAdministrator in accordance with the Plan; (ii) limit in any way the right of the Company toterminate a Participant’s employment with the Company; or (iii) be evidence of any agreement orunderstanding, expressed or implied, that the Company will employ a Participant at anyparticular rate of remuneration.  (h) Withholding and Reporting. To the extent permitted under Code Section 409A and applicableregulations and other guidance thereunder, the Company shall have the right to deduct orwithhold from any and all deferrals and from all payments of Deferred Compensation any taxesrequired by law to be withheld from a Participant or Beneficiary with respect to such payments.Each Participant’s deferrals of Eligible Compensation shall be reported annually on IRS FormW-2 or IRS Form 1099 as may be required by law. Stock may be withheld to satisfy suchobligations in any case where taxation would be imposed upon the deferral or deliveryof shares. To the extent permitted under
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.*   Code Section 409A and applicable regulations and other guidance thereunder, theAdministrator may accelerate the time or schedule of payment of any portion of theAccount in order to pay taxes due or required to be withheld in connection with theAccount, including but not limited to additional taxes that become due pursuant toCode Section 409A. (i) Delay of Payments. The Company will delay any payment due to theParticipant or Beneficiary hereunder: (i) If the Administrator reasonably anticipates that the making of the paymentwill violate a term of a loan agreement or other similar contract to which theCompany is a party and such violation will cause material harm to the Company,provided that: A. any payment delayed pursuant to this provision shall be paid at theearliest date at which the Administrator reasonably anticipates thatthe making of the payment will not cause such a violation or thatsuch violation will not cause material harm to the Company; and  B. the Company entered into the loan agreement or other similar contract forlegitimate business reasons and not to avoid the restrictions of CodeSection 409A; (ii) If the Administrator reasonably anticipates that the making of the payment will violateFederal securities laws or other applicable laws, provided that any payment delayed pursuant tothis paragraph shall be paid at the earliest date at which the Administrator reasonably anticipatesthat the making of the payment will not cause such a violation; or  (iii) If the Administrator reasonably anticipates that the Company’s deduction with respect to such payment otherwise would belimited or eliminated by application of Code Section 162(m), provided that any payment delayedpursuant to this paragraph shall be paid at the earliest date at which the Administrator reasonablyanticipates that the deduction with respect to such payment will not be limited or eliminated byapplication of Code Section 162(m). (j) Number and Gender. Wherever appropriate herein, words used in the singular shall beconsidered to include the plural and words used in the plural shall be considered toinclude the singular. The masculine gender, where appearing in the Plan, shall bedeemed to include the feminine gender.
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*This amended and restated plan document is subject to final approval by the Compensation andBenefits Committee of the Board of Directors of R.H. Donnelley Corporation.* (k) Headings. The headings of sections and paragraphs herein are included solely forconvenience, and if there is any conflict between such headings and the text of the Plan,the text of the Plan shall control.  (l) Deferred Compensation. The Company intends that amounts payable to a Participant orBeneficiary pursuant to the Plan shall not be included in incomefor federal, 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.  (m) No Tax Representations. The Company and the Administrator do not represent or guarantee toany Participant or Beneficiary that any particular federal or state income, payroll or othertax treatment will result from the Participant’s participation in this Plan. The Participant orBeneficiary is solely responsible for the proper tax reporting and timely payment of any incometax or interest for which the Participant or Beneficiary is liable as a result of theParticipant’s participation in this Plan.  (n) Binding Effect. The Plan shall be binding upon and inure to the benefit of theCompany, its successors and assigns, and on Participants and Beneficiaries and theirrespective heirs, executors and legal representatives.  (o) Severability. If any provision of the Plan should for any reason be declared invalid orunenforceable by a court of competent jurisdiction, the remaining provisions shall neverthelessremain in full force and effect but shall be interpreted and administered consistently with therequirements of Code Section 409A.  (p) Applicable Law. The Plan shall be construed in accordance with and governed by the laws ofthe State of Delaware to the extent not superseded by federal law.
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