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Exhibit 10.30

EMPLOYMENT AGREEMENT effective as of September 21, 2002 by and between
R.H. Donnelley Corporation, a Delaware corporation (the Company), and Peter
J. McDonald (the Executive).

WHEREAS, the Compensation and Benefits Committee of the Board of Directors
has determined it to be in the Companys best interest to offer Executive an
employment agreement on substantially the same terms as other senior executives
of the Company; and

WHEREAS, Executive desires to commence employment with the Company upon
the terms and conditions hereinafter set forth in this agreement (this
Agreement);

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the validity
and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.     Term of Employment. Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period (the
Employment Term) commencing on the date hereof (the Commencement Date) and
ending on the first anniversary of the Commencement Date. On the first
anniversary of the Commencement Date and each succeeding anniversary thereof,
the Employment Term shall automatically be extended for one additional year
unless, not later than ninety days prior to such anniversary, the Company or
the Executive shall have given notice of its or his intention not to extend the
Employment Term. Any such non-renewal of this Agreement by the Company shall
be treated as a termination of Executives employment without Cause, as
hereinafter defined.

2.     Position. (a) Executive shall serve as a Senior Vice President of the
Company and as President of Donnelley Media. In such position, Executive shall
have such duties and authority commensurate with such position and, to the
extent not inconsistent with the foregoing, as shall be determined from time to
time by the Chief Executive Officer of the Company and/or the Board of
Directors of the Company (the Board). Executive shall be employed as the
senior most operational officer of the Company (other than the CEO) and shall
report directly to the Chief Executive Officer.

(b) During the Employment Term, except as otherwise agreed in writing
between the parties, Executive will devote substantially all of his business
time and best efforts to the performance of his duties hereunder and will not
engage in any other business, profession or occupation for compensation or
otherwise which would conflict with the rendition of such services either
directly or indirectly, without the prior written consent of the Board;
providedthat nothing herein shall be deemed to preclude Executive from serving
on business, civic or charitable boards or committees, as long as such
activities do not materially interfere with the performance of Executives
duties hereunder.





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3.     Base Salary. Company shall pay Executive an annual base salary (the
Base Salary) at the initial annual rate of $375,000, payable in equal
bi-monthly installments or
otherwise in accordance with the payroll and personnel practices of the Company
in effect from time to time. Base Salary shall be reviewed annually by the
Board or a committee thereof to which the Board may from time to time have
delegated such authority (the Committee) for possible increase (but not
decrease) in the sole discretion of the Board or the Committee, as the case may
be.

4.     Bonus. With respect to each fiscal year all or part of which is
contained in the Employment Term, Executive shall be eligible to participate in
the Companys Annual Incentive Program under the 2001 Stock Award and Incentive
Plan or any successor program or plan thereto or thereunder, with a target
bonus opportunity of 65% of Base Salary (the Bonus). The Bonus may be paid
in cash, shares of Common Stock (or derivatives thereof) or a combination of
both, and will be governed by the applicable AIP award agreements.

5.     Additional Compensation. As further compensation, Executive will be
eligible for participation in all other bonuses, long-term incentive
compensation and stock options and other equity participation arrangements made
available generally to senior executives of the Company, on terms and
conditions substantially similar to those offered to other senior executives of
the Company, and with respect to those programs addressed therein, at no less
attractive a level in the aggregate as set forth in the letter to you from Dave
Swanson dated August 20, 2002 (the Offer Letter) attached hereto as Exhibit
A. In the event of any conflict or inconsistency between the provisions of the
Offer Letter and of this Agreement, the terms and conditions of this Agreement
shall control.

6.     Employee Benefits. During the Employment Term, Executive shall be
eligible for employee benefits (including perquisites, fringe benefits,
vacation, pension and profit sharing plan participation and life, health,
accident and disability insurance) made available generally to senior
executives of the Company, on terms and conditions substantially similar to
those offered to other senior executives of the Company, and with respect to
those programs addressed in the Offer Letter, at no less attractive a level in
the aggregate as set forth in the Offer Letter.

7.     Business Expenses. Reasonable travel, entertainment and other business
expenses incurred by Executive in the performance of his duties hereunder shall
be reimbursed by the Company in accordance with Company policies in effect from
time to time.

8.     Termination of Employment. Each of Executive and the Company may
terminate the employment of Executive hereunder at any time in accordance with
this Section 8. Executives entitlements hereunder in the event of any such
termination shall be as set forth in this Section 8. The provisions of this
Section 8 (and any related provision of Section 10) shall survive any
non-renewal of this Agreement by the Company pursuant to Section 1. With
respect to any termination of employment (voluntary or otherwise), any and all
(i) accrued but unused vacation and (ii) earned but unpaid bonus (with respect
to any full performance period) will be paid at the same time as other payments
provided for herein.

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(a)  For Cause by the Company. If Executives employment is terminated by
the Company for Cause, he shall be entitled to receive his Base Salary through
the Date of
Termination, as hereinafter defined. All other benefits due Executive
following Executives termination of employment pursuant to this Section 8(a)
shall be determined in accordance with the then-existing plans, policies and
practices of the Company.

(b)  Death or Disability. Executives employment hereunder shall terminate
upon his death and may be terminated by the Company upon his Disability during
the Employment Term. Upon termination of Executives employment hereunder upon
the Executives Disability or death, Executive or his estate (as the case may
be) shall be entitled to receive Base Salary through the Date of Termination,
plus a pro-rata portion of target Bonus, based on the number of whole or
partial months from the beginning of the bonus period to the Date of
Termination. In addition, if Executives employment is terminated as a result
of Disability, Executive shall continue to be eligible to participate in all
health, medical and dental benefit plans of the Company, until age 65 in
accordance with the terms, conditions and elections, if any, applicable to or
in effect with respect to Executive at the Date of Termination.

(c)  Termination Not Following a Change in Control. If, during the
Employment Term and prior to a Change in Control or more than two years after a
Change in Control, Executives employment is terminated by the Company without
Cause, or by Executive under subclauses (i), (ii) or (iii) of the definition of
Good Reason, Executive shall be entitled to the following:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Base Salary through the Date of Termination at the rate in
effect at the time of Notice of Termination, as defined in Section 8(g)
herein, is given, or if higher, at the rate in effect immediately prior
to the event or circumstance leading to the termination of employment,
plus a pro rata (number of days employed during calendar year divided by
360) portion of the target Bonus, plus all other amounts to which
Executive is entitled under any then-existing compensation or benefit
plan of the Company.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) In lieu of any further salary payments to Executive for periods
subsequent to the Date of Termination, the Company shall pay as severance
pay, not later than the fifth business day following the Date of
Termination, a severance payment (the Severance Payment) equal to two
times the sum of (A) Base Salary at the rate in effect on the date Notice
of Termination is given, or if higher, at the rate in effect immediately
prior to the event or circumstance leading to the termination of
employment, plus (B) target Bonus at the rate in effect on the date of
the Notice of Termination is given, or if higher, at the rate in effect
immediately prior to the event or circumstance leading to the termination
of employment without Cause, paid in lump sum without reduction for time
value of money.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Continued eligibility to participate in all health, medical
and dental benefit plans of the Company for which Executive was eligible
immediately prior to the time of the Notice of Termination, or comparable
coverage, for two years, or, if sooner, until comparable health insurance
coverage is available to Executive in connection with subsequent
employment or self-employment. The coverage for which Executive shall

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| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | continue to be eligible under this Section shall be made available at no
greater cost or tax cost to Executive than that applicable to Executive
at the time of termination of employment.                                                                                                                                                                                                                       
|
| | (iv) Term life insurance equivalent in coverage, and at no greater
cost or tax cost to Executive, to that elected by Executive at the time
of the Notice of Termination, until the last day of the second calendar
year beginning after termination of employment, or, if sooner, until
comparable life insurance coverage is available to Executive in
connection with subsequent employment or self-employment.

(d)  Termination Within Two Years Following a Change in Control. If,
during the Employment Term and within two years following a Change in Control,
Executives employment is terminated by the Company without Cause, or by the
Executive for Good Reason, as hereinafter defined, Executive shall be entitled
to the payments and benefits set forth in Section 8(c), except that for
purposes of this Section 8(d), references in such Section to two times or 
two years shall be changed to three times and three years. In addition,
Executive shall be entitled to receive, for the three years following
termination of employment or, if sooner, until subsequently employed or
self-employed, (i) all perquisites and similar benefits he was receiving
immediately prior to the time of Notice of Termination, (ii) reimbursement of
expenses relating to financial planning services, up to a maximum amount per
year equal to the average of such amounts paid to Executive for the two
calendar years preceding the Date of Termination and (iii) reimbursement of
expenses relating to outplacement services, subject to a maximum reimbursement
under this clause (iii) of $25,000. For purposes of this Agreement,
termination of employment after the commencement of negotiations with a
potential acquiror or business combination partner but prior to an actual
Change of Control shall be deemed to be a termination of employment within two
years following a Change in Control if such negotiations subsequently result in
a transaction with such acquiror or business combination partner which
constitutes a Change in Control.

(e)  Retirement. If during the Employment Term, Executive retires at
normal retirement age under the Companys qualified pension plan or any
successor plan, Executive shall be entitled to the payments and benefits
specified in Section 8(b) as if his employment had terminated as a result of
Disability.

(f)  Voluntary Termination of Employment. If during the Employment Term,
Executive terminates his employment under circumstances other than those
specified elsewhere in this Section 8, Executive shall be entitled to the
payments and benefits specified in Section 8(a).

(g)  Notice and Date of Termination. (i) Any purported termination of
employment by the Company or by Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section
17(i) hereof. For purposes of this Agreement, a Notice of Termination shall
mean a notice which shall indicate (by reference to specific Section and
sub-section numbers and letters, for example, Section 8(d)) the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of employment under the provision so

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indicated. If the event or
circumstance on which the proposed termination of employment is based is
susceptible of cure, the Notice of Termination shall not be deemed effective
until
Executive or the Company, as the case may be, has had at least 30 days to
effect such cure, and unless such event or circumstance persists at the end of
such cure period.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Date of Termination shall mean (A) if employment is
terminated for Disability, thirty (30) days after Notice of Termination
is given (provided that Executive shall not have returned to the
full-time performance of his duties during such thirty (30) day period),
(B) if employment is terminated by reason of death, the date of death,
and (C) if employment is terminated for any other reason, subject to the
effectiveness of notice and cure provisions of clause (i) above, the
date specified in the Notice of Termination (which, in the case of a
termination of employment by the Company for Cause shall not be less than
ten (10) days after the date such Notice of Termination is given);
providedthat if within thirty (30) days after any Notice of Termination
is given the party receiving such Notice of Termination notifies the
other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding
arbitration award, or by a final judgment, order or decree of a court of
competent jurisdiction (which is not appealable or the time for appeal
therefrom having expired and no appeal having been perfected); provided
furtherthat the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving
such notice pursues the resolution of such dispute with reasonable
diligence; and provided, furtherthat in the event Executive gives Notice
of Termination for Good Reason based upon any matter referred to in
clause (ii) of the definition of Good Reason, and it is thereafter
determined that said grounds do not constitute Good Reason, then so long
as Executive reasonably believed in good faith that he had grounds for
termination of employment for Good Reason, the Company may not terminate
Executives employment for Cause based upon such matters.

(h)  Any provision of this Agreement to the contrary notwithstanding,
Executive shall be obligated to execute a general release of claims in favor of
the Company, substantially in the form attached hereto as Exhibit B, as a
condition to receiving benefits and payments under Sections 8(c) or 8(d) of
this Agreement.

(i)  Notwithstanding anything to the contrary set forth herein, the
following provisions of this Agreement shall survive any termination of
Executives employment hereunder and/or termination of this Agreement:
Sections 8, 10, 11, 12, 13, 14, 15, 16 and 17(f) and (g).

9.     Definitions. (a) Cause shall mean (i) Executives willful and
continued failure substantially to perform the duties of his position (other
than as a result of total or partial incapacity due to physical or mental
illness or as a result of a termination by Executive for Good Reason, as
hereinafter defined), (ii) any willful act or omission by the Executive
constituting dishonesty, fraud or other malfeasance, which in any such case is
demonstrably (and, in the case of other malfeasance, materially) injurious to
the financial condition or business reputation of the Company or any of its
affiliates, or (iii) the Executives conviction of a felony under the laws of

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the United States or any state thereof or any other jurisdiction in which the
Company or any of its subsidiaries conducts business which materially impairs
the value of Executives services to the
Company or any of its subsidiaries. For purposes of this definition, no act or
failure to act shall be deemed willful unless effected by Executive not in
good faith and without a reasonable belief that such action or failure to act
was in or not opposed to the best interests of the Company.

(b) 
Change in Control shall mean the occurrence of any of the following
events:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Any person, as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act)
(other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any company
owned directly or indirectly by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), is or becomes the beneficial owner (as defined in rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the
Companys then outstanding securities;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, and any new director
(other than a director designated by a person (as defined above) who has
entered into an agreement with the Company to effect a transaction
described in subsections (i), (iii) or (iv) of this definition) whose
election by the Board or nomination for election by the Companys
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority
thereof;



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



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

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(c) 
Disability shall mean the Executives inability, as a result of
physical or mental incapacity, to perform the duties of his position for a
period of six (6) consecutive months or for an aggregate of six (6) months in
any twelve (12) consecutive month period. Any question as to the existence of
the Disability of Executive as to which Executive and the Company cannot agree
shall be determined in writing by a qualified independent physician mutually
acceptable to Executive and the Company. If Executive and the Company cannot
agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such
determination in writing. The determination of Disability made in writing to
the Company and Executive shall be final and conclusive for all purposes of the
Agreement.

(d) 
Good Reason means:



| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Removal from, or failure to be reappointed or reelected to,
Executives position as specified in Section 2 (other than as a result of
a promotion); or



| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Material diminution in Executives title, position, duties or
responsibilities, re-assignment of Executives reporting relationship to
anyone other than the Chief Executive Officer, or the assignment to
Executive of duties that are inconsistent, in a material respect, with
the scope of duties and responsibilities associated with Executives
position as specified in Section 2; or



| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Reduction in Base Salary or target or maximum Bonus
opportunity, reduction in level of participation in long term incentive,
stock option and other equity award, benefit and other plans for
executive officers; or



| |                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------
| | (iv) Relocation of the executives principal workplace without his
consent to a location outside the Detroit metropolitan area; or



| |                                                            
| | -----------------------------------------------------------
| | (v) Other material breach of this Agreement by the Company.

10.     Certain Payments. (a) If any of the payments or benefits received or
to be received by Executive in connection with a Change in Control or
Executives termination of employment, whether or not pursuant to this
Agreement (such payments or benefits, excluding the Gross-Up Payment, as
hereinafter defined, shall hereinafter be referred to as the Total Payments)
will be subject to an excise tax as provided for in Section 4999 of the
Internal Revenue Code (the Code) (the Excise Tax), the Company shall pay to
Executive an additional amount no later than the due date for Executives tax
return with respect to such Excise Tax (the Gross-Up Payment) such that the
net amount retained by the Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments;
provided, however, that if the Total Payments are less than 360% of the
Executives Base Amount, as defined in section 280G(b)(3) of the Code, the
Executive shall not be entitled to the Gross-Up Payment, and the Total Payments
shall be reduced as provided for in Section 10(d) below.

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(b)  For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) all of the
Total Payments shall be treated as parachute payments (within the meaning of
section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (Tax
Counsel) reasonably acceptable to Executive and selected by the accounting
firm acting as the Auditor, as defined below, such payments or benefits (in
whole or in part) do not constitute parachute payments, including by reason of
section 280G(b)(4)(A) of the Code, (ii) all Excess parachute payments within
the meaning of section 280G(b)(1) of the Code shall be treated as subject to
the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute
payments (in whole or in part) represent reasonable compensation for services
actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in
excess of the Base Amount allocable to such reasonable compensation, or are
otherwise not subject to the Excise Tax, and (iii) the value of any noncash
benefits or any deferred payment or benefit shall be determined by the Auditor
in accordance with the principles of sections 280G(d)(3) and (4) of the Code.
For purposes of determining the amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal income tax at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is
to be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of Executives residence or, if higher, in
the state and locality of Executives principal place of employment, on the
date of termination (or if there is no date of termination, then the date on
which the Gross-Up Payment is calculated for purposes of this Section 10), net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.

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

(d)  If the Total Payments would constitute an excess parachute payment,
but are less than 360% of the Base Amount, such payments shall be reduced to
the largest amount that may be paid to the Executive without the imposition of
the Excise Tax or the disallowance as deductions to the Company under Section
280G of the Code of any such payments. Unless Executive shall have given prior
written notice to the Company specifying a different order, the

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Company shall
reduce or eliminate the payments or benefits by first reducing or eliminating
the portion of the payments or benefits that are not payable in cash and then by
reducing or eliminating cash payments, in each case, in reverse chronological
order, starting with payments or benefits that are to be paid farthest in time
from the applicable determination of the Auditor (as defined below). Any
written notice given by Executive pursuant to the preceding sentence shall take
precedence over the provisions of any plan, agreement or arrangement governing
Executives entitlement and rights to such payments or benefits.

(e)  All determinations under this Section 10 shall be made by a nationally
recognized accounting firm selected by the Executive (the Auditor), and the
Company shall pay all costs and expenses of the Auditor. The Company shall
cooperate in good faith in making such determinations and in providing the
necessary information for this purpose.

11.     Indemnification. The Company will indemnify Executive (and his legal
representative or other successors) to the fullest extent permitted (including
a payment of expenses in advance of final disposition of a proceeding) by
applicable law, as in effect at the time of the subject act or omission, or by
the Certificate of Incorporation and By-Laws of the Company, as in effect at
such time or on the Commencement Date, or by the terms of any indemnification
agreement between the Company and Executive, whichever affords or afforded
greatest protection to Executive, and Executive shall be entitled to the
protection of any insurance policies the Company may elect to maintain
generally for the benefit of its directors and officers (and to the extent the
Company maintains such an insurance policy or policies, Executive shall be
covered by such policy or policies, in accordance with its or their terms to
the maximum extent of the coverage available for any Company officer or
director), against all costs, charges and expenses whatsoever incurred or
sustained by him or his legal representatives (including but not limited to any
judgment entered by a court of law) at the time such costs, charges and
expenses are incurred or sustained, in connection with any action, suit or
proceeding to which Executive (or his legal representatives or other
successors) may be made a party by reason of his having accepted employment
with the Company or by reason of his being or having been a director, officer
or employee of the Company, or any subsidiary of the Company, or his serving or
having served any other enterprise as a director, officer or employee at the
request of the Company. Executives rights under this Section 11 shall
continue without time limit for so long as he may be subject to any such
liability, whether or not the Employment Term may have ended.

12.     Non-Competition. Executive acknowledges and recognizes the highly
competitive nature of the businesses of the Company and its affiliates and
accordingly agrees that

(a)  during the Employment Term:



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

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



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



| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Executive will not directly or indirectly solicit customers or
suppliers of the Company or its affiliates or induce any such person to
materially reduce or terminate its relationship with the Company.

(f)  for one year following the Employment Term:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Executive will not directly or indirectly engage in any local
directional advertising or marketing (whether in print, electronic,
wireless or other format) business or provide pre-press publishing or
utilize digital and intranet technologies to repurpose print directory
information for electronic, wireless or related distribution, in each
case which is in competition with the business then conducted by the
Company or its affiliates, whether such engagement is as an officer,
director, proprietor, employee, partner, investor (other than as a holder
of less than 5% of the outstanding capital stock of a publicly traded
corporation), consultant, advisor, agent, sales representative or other
participant, in any location in which the Company or any of its
affiliates then conducts any such competing line of business; and



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



| |                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) Executive will not directly or indirectly solicit customers
or suppliers of the Company or its affiliates or induce any such person
to materially reduce or terminate its relationship with the Company.

For purposes of this Agreement, directional advertising or marketing shall
mean advertising or marketing primarily (1) designed for purposes of directing
consumers who are seeking a product or service to providers of that product or
service in order to satisfy such consumers previously

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recognized need or
desire for such product or service and (2) generally delivered by non-intrusive
means; and shall be distinguished from creative advertising or marketing,
which is primarily (1) designed to stimulate (as opposed to direct) demand for
products or services in consumers who did not previously recognize such need
or desire for such products or services and (2) generally delivered by
intrusive means.

It is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 12 to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that
the time or territory or any other restriction contained in this Agreement is
an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable. Alternatively, if any
court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to
make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.

13.     Confidentiality; Nondisparagement. (a) Executive will not at any time
(whether during or after his employment with the Company) disclose or use for
his own benefit or purposes or the benefit or purposes of any other person,
firm, partnership, joint venture, association, corporation or other business
organization, entity or enterprise other than the Company and any of its
subsidiaries or affiliates, any trade secrets, information, data, or other
confidential information relating to customers, development programs, costs,
marketing, trading, investment, sales activities, promotion, credit and
financial data, manufacturing processes, financing methods, plans, employees,
organizational structure or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company, providedthat the foregoing
shall not apply to information which is not unique to the Company or which is
generally known to the industry or the public other than as a result of
Executives breach of this covenant. Executive agrees that upon termination of
his employment with the Company for any reason, he will return to the Company
immediately all memoranda, books, papers, plans, information, letters and other
data, and all copies thereof or therefrom, in any way relating to the business
of the Company and its affiliates, except that he may retain personal notes,
notebooks and diaries. Executive further agrees that he will not retain or use
for his account at any time any trade names, trademark or other proprietary
business designation used or owned in connection with the business of the
Company or its affiliates.

(b)  Executive will not knowingly disparage the reputation of the Company
in a manner that causes or is reasonably likely to cause material harm to its
business; provided, however, that Executive may (i) express his own opinions
about the Company to other senior executives of the Company or to the Board and
(ii) comply with applicable legal process, in each case without being deemed to
have violated this provision.

14.     Material Inducement; Specific Performance. Executive acknowledges and
agrees that the covenants entered into by Executive in Sections 12 and 13(a)
are essential elements of the parties agreement as expressed herein, are a
material inducement for the Company to enter

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into this Agreement and the breach
thereof would be a material breach of this Agreement.
Executive further acknowledges and agrees that the Companys remedies at
law for a breach or threatened breach of any of the provisions of Section 12 or
Section 13(a) would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled
to obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.

15.     Litigation Support. Executive agrees that he will assist and
cooperate with the Company, at the Companys sole cost and expense and, in the
case of post-termination, in a manner so as to not unreasonably interfere with
any other employment obligations of Executive, in connection with the defense
or prosecution of any claim that may be made against or by the Company or its
affiliates, or in connection with any ongoing or future investigation or
dispute or claim of any kind involving the Company or its affiliates, including
any proceeding before any arbitral, administrative, judicial, legislative, or
other body or agency, including testifying in any proceeding, to the extent
such claims, investigations or proceedings relate to services performed or
required to be performed by Executive, pertinent knowledge possessed by
Executive, or any act or omission by Executive. Executive further agrees to
perform all acts and to execute and deliver any documents that may be
reasonably necessary to carry out the provisions of this Section, at the
Companys sole cost and expense and, in the case of post-termination, in a
manner so as to not unreasonably interfere with any other employment
obligations of Executive. If Executive determines in good faith that separate
counsel is necessary in connection with its compliance with this Section 15,
then the Company shall pay all reasonable fees and expenses of such counsel
retained by Executive in connection herewith. Following Executives
termination of employment, this covenant shall expire and be of no further
force or effect upon the later to occur of (a) one year following such
termination of employment and (b) in the event of termination of employment
under Sections 8(c) or (d), the maximum number of years following such
termination specified in the applicable sub-section during which Executive is
eligible to continue to participate in the Companys benefit plans.

16.     Legal Fees. The Company will pay or reimburse Executive, as incurred,
all legal fees and costs incurred by Executive in enforcing his rights under
the Agreement, if Executives position substantially prevails. Following a
Change in Control, the Company will pay or reimburse Executive, as incurred,
for all such fees and costs unless Executives claim was frivolous or was
brought or pursued by Executive in bad faith.

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

(b)  Entire Agreement/Amendments. This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject
matter herein other than those expressly set forth herein and in the incentive
compensation and other employee benefit plans and arrangements of the Company

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referenced herein. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.

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

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

(e)  Assignment. This Agreement shall not be assignable by Executive and
shall be assignable by the Company only with the consent of Executive except as
set forth in Section 17(h); providedthat no such assignment by the Company
shall relieve the Company of any liability hereunder, whether accrued before or
after such assignment.

(f)  No Mitigation. Executive shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise, and no such employment, if obtained, or compensation or benefits
payable in connection therewith, shall reduce any amounts or benefits to which
Executive is entitled hereunder except as provided for in Sections 8(c) and
(d).

(g)  Arbitration. Any dispute between the parties to this Agreement
arising from or relating to the terms of this Agreement (other than as
specified under Section 14 with respect to Sections 12 and 13(a) hereof) or the
employment of Executive by the Company shall be submitted to arbitration in New
York, New York under the auspices of the American Arbitration Association.

(h)  Successors; Binding Agreement



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

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| |                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | previously approved of such transfer in writing, in which case the
Company shall cause such successor employer to be considered the
Company bound by the terms of this Agreement and this Agreement shall
be amended to so provide.



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

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

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

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

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the latest date indicated below.

|      |  |                            |  |                                                             | 
|----- |  | -------------------------- |  | ----------------------------------------------------------- | 
|      |  | Peter J. McDonald         
|     
|     
|     
|     
|Date: |  |                            |  |                                                            
|     
|     
|     
|     
|      |  | /s/ Peter J. McDonald     
|      |  |                           
|      |  | R.H. DONNELLEY CORPORATION
|     
|     
|     
|     
|Date: |  |                            |  |                                                            
|     
|     
|     
|     
|      |  | By:                        |  | /s/ Debra M. Ryan                                          
|      |  |                            |  |                                                            
|      |  |                            |  | Name: Debra M. Ryan
Title: Vice President  Human Resources

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