R.H. DONNELLEY CORPORATION

                       1991 KEY EMPLOYEES' STOCK OPTION PLAN,
                               As Amended and Restated
                                  (February 23, 1999)



<PAGE>

                             R.H. DONNELLEY CORPORATION

                       1991 KEY EMPLOYEES' STOCK OPTION PLAN,
                                As Amended and Restated



                                                                       Page


  1.     Purpose of the Plan                                             1

  2.     Stock Subject to the Plan                                       1

  3.     Administration                                                  1

  4.     Eligibility                                                     1

  5.     Termination Date for Grants                                     2

  6.     Terms and Conditions of Stock Options                           2

  7.     Terms and Conditions of Stock Appreciation Rights               5

  8.     Transfers and Leaves of Absence                                 6

  9.     Adjustments Upon Changes in Capitalization or Other Events      6

  10.    Use of Proceeds                                                 8

  11.    Amendments                                                      8

  12.    Effectiveness of the Plan and Amendments                        9

<PAGE>

                             R.H. DONNELLEY CORPORATION

                        1991 KEY EMPLOYEES' STOCK OPTION PLAN,
                                 As Amended and Restated

  1.     Purpose of the Plan

         The purpose of the Plan is to aid R.H. Donnelley Corporation (herein
  called the 'Company') and its subsidiaries in securing and retaining key
  employees of outstanding ability and to motivate such employees to exert 
  their best efforts on behalf of the Company and its subsidiaries by providing
  incentive through the award of stock options and stock appreciation rights.
  The Company expects that it will benefit from the added interest which such 
  key employees will have in the welfare of the Company as a result of their
  proprietary interest in the Company's success.

  2.     Stock Subject to the Plan

         The total number of shares of Common Stock of the Company which may be
  issued under the Plan from and after July 1, 1998 shall be 29,800,000, subject
  to adjustment as provided in Section 9.  The maximum number of shares for 
  which stock options may be granted from the 1995 Annual Meeting during the 
  remaining term of the Plan to any individual optionee shall be 7,000,000, 
  subject to adjustment as provided in Section 9.  The shares may consist, in 
  whole or in part, of unissued shares or treasury shares.  Issuance of shares 
  of Common Stock upon exercise of a stock option or reduction of the number of
  shares of Common Stock subject to a stock option upon exercise of a stock 
  appreciation right shall reduce the total number of shares of Common Stock 
  available under the Plan.  Shares which are subject to unexercised stock 
  options which terminate or lapse may be optioned again under the Plan.

  3.     Administration

         The Board of Directors of the Company shall appoint a Compensation and
  Benefits Committee (herein called the 'Committee') consisting of at least 
  three members of the Board of Directors who shall administer the Plan and 
  serve at the pleasure of the Board.  Each member of the Committee shall not 
  be eligible to participate in the Plan.  The Committee shall have the 
  authority, consistent with the Plan, to determine the provisions of the stock
  options and stock appreciation rights to be granted, to interpret the Plan 
  and the stock options and the stock appreciation rights granted under the 
  Plan, to adopt, amend and rescind rules and regulations for the 
  administration of the Plan, the stock options and the stock appreciation 
  rights and generally to conduct and administer the Plan and to make all 
  determinations in connection therewith which may be necessary or advisable,
  and all such actions of the Committee shall be binding upon all 
  participants.  The Committee shall require payment of any amount the 
  Company may determine to be necessary to withhold for federal, state or 
  local taxes as a result of the exercise of a stock option or a stock
  appreciation right.

  4.     Eligibility

         Key employees (but not members of the Committee and any person who
  serves only as a Director) of the Company, its subsidiaries (within the 
  meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended 
  (the 'Code')) and its Participating Affiliates (as defined below), who are 
  from time to time responsible for the management, growth and protection of 
  the business of the Company, its subsidiaries and Participating Affiliates,
  are eligible to be granted stock options or stock appreciation rights under
  the Plan. Participating Affiliates shall refer to those entities in which the
  Company or its subsidiaries has a significant equity interest, as such shall 
  be determined, from time to time, in the sole discretion of the Committee.  
  The participants under the Plan shall be selected from time to time by the 
  Committee, in its sole discretion, from among those eligible, and the 
  Committee shall determine, in its sole discretion, the number of shares to be
  covered by the stock options or stock appreciation rights or both granted to
  each participant.  An employee may not be granted a stock option, however, if
  at the time such option is to be granted, such employee owns stock of the 
  Company or any of its subsidiaries possessing more than 10% of the total 
  combined voting power of all classes of stock of the Company or of any such 
  subsidiary.  For purposes of the preceding sentence, the attribution rules of
  stock ownership set forth in Section 424(d) of the Code shall apply.  
  The granting of a stock option or stock appreciation right under the Plan 
  shall impose no obligation on the Company, any subsidiary or Participating 
  Affiliate to continue the employment of an optionee and shall not lessen or
  affect the right to terminate the employment of an optionee.

  5.     Termination Date for Grants

         No stock option or stock appreciation right may be granted under the
  Plan after February 19, 2001, but stock options or stock appreciation rights
  theretofore granted may extend beyond that date.

  6.     Terms and Conditions of Stock Options

         Stock options granted under the Plan shall be, as determined by the
  Committee, non-qualified, incentive or other stock options for federal income
  tax purposes, as evidenced by stock option grants, and shall be subject to 
  the foregoing and the following terms and conditions and to such other terms 
  and conditions, not inconsistent therewith, as the Committee shall determine:

         (a)     Option Price.  The option price per share shall be determined 
  by the Committee, but shall not be less than 100% of the Fair Market Value of
  the Common Stock on the date a stock option is granted.  For purposes of the 
  Plan, unless otherwise determined by the Committee, 'Fair Market Value' of 
  Common Stock means, as of a given date, the average of the high and low sales
  prices per share of Common Stock reported on a consolidated basis for 
  securities listed on the principal stock exchange or market on which Stock is
  traded on the date immediately preceding the date as of which such value is 
  being determined or, if there is no sale on that date, then on the last 
  previous day on which a sale was reported.

         (b)     Exercisability.  Stock options granted under the Plan shall be
  exercisable at such time and upon such terms and conditions as may be
  determined by the Committee, but in no event shall a stock option be 
  exercisable more than ten years after the date it is granted.  The Committee 
  may accelerate the date any previously granted Option will become exercisable.

         (c)     First Year Non-Exercisability.  Except as provided in elsewhere
  in this Paragraph 6 and in Paragraph 9 of the Plan, no stock option shall be
  exercisable during the year ending on the first anniversary date of the
  granting of the stock option.

         (d)     Exercise of Stock Options.  Except as otherwise provided in the
  Plan or the stock option, a stock option may be exercised for all, or from 
  time to time any part, of the shares for which it is then exercisable.  The 
  option price for the shares as to which a stock option is exercised shall be 
  paid to the Company in full, or adequate provision for such payment made, at 
  the time of exercise at the election of the optionee (i) in cash, (ii) in 
  shares of Common Stock of the Company having a Fair Market Value equal to the
  option price for the shares being purchased and satisfying such other 
  requirements as may be imposed by the Committee or (iii) partly in cash and 
  partly in such shares of Common Stock of the Company.  The Committee may 
  permit the optionee to elect, subject to such terms and conditions as the 
  Committee shall determine, to have the number of shares deliverable to the
  optionee as a result of the exercise reduced by a number sufficient to pay
  the amount the Company determines to be necessary to withhold for federal,
  state or local taxes as a result of the exercise of the stock option.  No 
  optionee shall have any rights to dividends or other rights of a 
  shareholder with respect to shares subject to a stock option until the 
  optionee has given written notice of exercise of the stock option, paid in 
  full for such shares or made adequate provision therefor and, if requested
  given the representation described in Paragraph 6(h) of the Plan.

         (e)     Exercisability Upon Termination of Employment by Death.  If an
  optionee's employment by the Company or a subsidiary terminates by reason of
  death, the stock option thereafter may be exercised for three years after the
  date of death or the remaining stated period of the stock option, whichever
  period is shorter, to the full extent of the stock option regardless of the
  extent to which it was exercisable at the time of death (including death less
  than one year after the date of grant).

         (f)     Exercisability Upon Termination of Employment by Disability or
  Retirement.  If an optionee's employment by the Company or a subsidiary
  terminates by reason of disability or retirement, the stock option thereafter
  may be exercised as follows:

              (i)     Pre-July 14, 1998 Options:  In the case of a stock option
         granted before July 14, 1998, during the five years after the date of
         such termination of employment or the remaining stated period of the
         stock option, whichever period is shorter, to the full extent of the
         stock option regardless of the extent to which it was exercisable at 
         the time of termination of employment (including termination less than
         one year after the date of grant); provided, however, that if the 
         optionee dies within a period of five years after such termination of 
         employment, any unexercised stock option may be exercised thereafter, 
         during either (1) the period ending on the later of (i) five years 
         after such termination of employment and (ii) one year after the date
         of death or (2) the period remaining in the stated term of the stock 
         option, whichever period is shorter.

              (ii)     Post-July 13, 1998 Options:  In the case of a stock 
         option granted on or after July 14, 1998, during the remaining stated 
         period of the stock option, to the full extent of the stock option 
         regardless of the extent to which it was exercisable at the time of 
         termination of employment (including termination less than one year 
         after the date of grant).

  For purposes of this Paragraph 6, 'retirement' shall mean voluntary 
  termination of employment with the Company or a subsidiary after the optionee
  has attained age 55 with the approval of the Committee; or after the optionee
  has attained age 65.  An optionee shall not be considered disabled for 
  purposes of this Paragraph 6, unless he or she furnishes such medical or 
  other evidence of the existence of the disability as the Committee, in its 
  sole discretion, may require.

         (g)     Effect of Other Termination of Employment.  If a participant's
  employment terminates for any reason, other than disability, death or
  retirement, each stock option and stock appreciation right held by such
  participant shall be subject to the following:

              (i)     Pre-July 14, 1998 Options:  In the case of a stock option
         granted before July 14, 1998, the stock option shall terminate upon 
         such termination of employment.

              (ii)     Post-July 13, 1998 Options:  In the case of a stock 
         option granted on or after July 14, 1998, unless otherwise determined 
         by the Committee, if such termination is for reasons other than for 
         Cause the stock option shall be exercisable during (1) the period of 
         90 days after such termination or (2) the period remaining in the 
         stated term of the stock option, whichever period is shorter, but only
         to the extent to which the stock option was exercisable at the time of
         termination of employment; and if such termination is for Cause the 
         stock option shall terminate upon such termination of employment.

  For purposes of this Plan, the term 'Cause' shall have the meaning defined in
  any employment agreement between the participant and the Company or a
  subsidiary then in effect or, if no such employment agreement is then in 
  effect, 'Cause' shall mean:

              (i)     The participant's willful and continued failure
         substantially to perform the duties of his or her position after 
         notice and opportunity to cure;

              (ii)    Any willful act or omission by the participant 
         constituting dishonesty, fraud or other malfeasance, which in any such
         case is demonstrably injurious to the financial condition or 
         business reputation of the Company or any of its affiliates; or

              (iii)   A felony conviction in a court of law under the laws of 
         the United States or any state thereof or any other jurisdiction in 
         which the Company or a subsidiary conducts business which materially 
         impairs the value of the participant's services to the Company or any 
         of its subsidiaries;


  provided, however, that, for purposes of this definition, no act or failure to
  act shall be deemed 'willful' unless effected by the participant not in good
  faith and without a reasonable belief that such action or failure to act was
  in or not opposed to the Company's best interests, and no act or failure to 
  act shall be deemed 'willful' if it results from any incapacity of the 
  participant due to physical or mental illness.

         (h)     Termination of Employment After Change in Control Negotiations
  Have Commenced.  For purposes of this Section 6, a termination of employment 
  of a participant by the Company without Cause after the commencement of
  negotiations with a potential acquirer or business combination partner will be
  deemed to be a termination of employment immediately after a Change in Control
  if such negotiations result in a transaction constituting a Change in Control.

         (i)     Additional Agreements of Optionee and Restrictions on Transfer.
  The Committee may require each person purchasing shares pursuant to exercise 
  of a stock option to represent to and agree with the Company in writing that 
  the shares are being acquired without a view to distribution thereof.  The
  certificates for shares so purchased may include any legend which the 
  Committee deems appropriate to reflect any restrictions on transfers.  The 
  Committee also may impose, in its discretion, as a condition of any option, 
  any restrictions on the transferability of shares acquired through the 
  exercise of such option as it may deem fit.  Without limiting the generality 
  of the foregoing, the Committee may impose conditions restricting 
  absolutely the transferability of shares acquired through the exercise of 
  options for such periods as the Committee may determine and, further, in 
  the event the optionee's employment by the Company or a subsidiary 
  terminates during the period in which such shares are nontransferable, the 
  optionee may be required, if required by the related option agreement, to 
  sell such shares back to the Company at such price and on such other terms 
  as the Committee may have specified in the stock option agreement.

         (j)     Nontransferability of Stock Options.  Except as otherwise
  provided in this Paragraph 6(i), a stock option shall not be transferable by
  the optionee otherwise than by will or by the laws of descent and 
  distribution and during the lifetime of an optionee a stock option shall be 
  exercisable only by the optionee.  A stock option exercisable after the death
  of an optionee or a transferee pursuant to the following sentence may be 
  exercised by the legatees, personal representatives or distributees of the 
  optionee or such transferee. The Committee may, in its discretion, authorize 
  all or a portion of the stock options previously granted or to be granted to 
  an optionee to be on terms which permit irrevocable transfer for no 
  consideration by such optionee to (i) any or all of the spouse, children or
  grandchildren of the optionee ('Immediate Family Members'), (ii) a trust or
  trusts for the exclusive benefit of the optionee and/or any or all of such
  Immediate Family Members, or (iii) a partnership in which the optionee and/
  or any or all of such Immediate Family Members are the only partners, 
  provided that subsequent transfers of transferred options shall be 
  prohibited except those in accordance with the first sentence of this
  Paragraph 6(i).  Following transfer, any such options shall continue to be
  subject to the same terms and conditions as were applicable immediately prior
  to transfer.  The events of termination of employment of Paragraphs 6(e), 
  6(f), and 6(g) hereof shall continue to be applied with respect to the 
  original optionee, following which the stock options shall be exercisable by 
  the transferee only to the extent, and for the periods specified, in 
  Paragraphs 6(e), 6(f) and 6(g).  The Committee may delegate to an 
  administrative committee the authority to authorize transfers, establish 
  terms and conditions upon which transfers may be made and establish classes
  of optionees eligible to transfer options, as well as to make other 
  determinations with respect to option transfers.

  7.     Terms and Conditions of Stock Appreciation Rights

         (a)     Grants.  The Committee also may grant stock appreciation rights
  in connection with stock options granted under the Plan, either at the time of
  grant of options or subsequently.  Stock appreciation rights shall cover the
  same shares covered by a stock option (or such lesser number of shares of
  Common Stock as the Committee may determine) and shall be subject to the same
  terms and conditions as the stock option (including limitations on 
  transferability) except for such additional limitations as are contemplated 
  by this Paragraph 7 (or as may be included in a stock appreciation right 
  granted hereunder).

         (b)     Terms.  Each stock appreciation right shall entitle an optionee
  to surrender to the Company an unexercised option, or any portion thereof, and
  to receive from the Company in exchange therefor an amount equal to the excess
  of the Fair Market Value on the exercise date of one share of Common Stock 
  over the option price per share times the number of shares covered by the 
  stock option, or portion thereof, which is surrendered. The date a notice of 
  exercise is received by the Company shall be the exercise date. Payment shall
  be made in shares of Common Stock or in cash, or partly in shares and partly 
  in cash, valued at such Fair Market Value, all as shall be determined by the 
  Committee.  Stock appreciation rights may be exercised from time to time upon
  actual receipt by the Company of written notice of exercise stating the 
  number of shares of Common Stock subject to an exercisable option with 
  respect to which the stock appreciation right is being exercised.  No 
  fractional shares of Common Stock will be issued in payment for stock 
  appreciation rights, but instead cash will be paid for a fraction or, if 
  the Committee should so determine, the number of shares will be rounded 
  downward to the next whole share.

         (c)     Limitations on Exercisability.  The Committee shall impose such
  conditions upon the exercisability of stock appreciation rights as will 
  result, except upon the occurrence of an event contemplated by limited stock
  appreciation rights granted pursuant to Paragraph 7(d) or contemplated by the
  provisions of Paragraph 9, in the amount to be charged against the Company's
  consolidated income by reason of stock appreciation rights not to exceed, in
  any one calendar year, two percent of the Company's prior calendar year's
  consolidated income before income taxes.  The Committee also may impose, in 
  its discretion, such other conditions upon the exercisability of stock 
  appreciation rights as it may deem fit.

         (d)     Limited Stock Appreciation Rights.  The Committee may grant
  limited stock appreciation rights which are exercisable upon the occurrence of
  specified contingent events.  Such stock appreciation rights may provide for a
  different method of determining appreciation, may specify that payment will be
  made only in cash and may provide that related stock options or stock
  appreciation rights or both are not exercisable while such limited stock
  appreciation rights are exercisable.  Unless the context otherwise requires,
  whenever the term 'stock appreciation right' is used in the Plan, such term
  shall include limited stock appreciation rights.

  8.     Transfers and Leaves of Absence

         For purposes of the Plan: (a) a transfer of an employee from the 
  Company to a 50% or more owned subsidiary, partnership, venture or other 
  affiliate (whether or not incorporated) or vice versa, or from one such 
  subsidiary, partnership, venture or other affiliate to another, (b) a leave 
  of absence, duly authorized in writing by the Company, for military service 
  or sickness or for any other purpose approved by the Company if the period of
  such leave does not exceed 90 days, or (c) a leave of absence in excess of 90
  days, duly authorized in writing by the Company, provided the employee's 
  right to re-employment is guaranteed either by statute or by contract, shall 
  not be deemed a termination of employment under the Plan.

  9.     Adjustments Upon Changes in Capitalization or Other Events

         Upon changes in the Common Stock of the Company by reason of a stock
  dividend, stock split, reverse split, recapitalization, merger, consolidation,
  combination or exchange of shares, separation, reorganization or liquidation,
  the number and class of shares available under the Plan as to which stock
  options or stock appreciation rights may be granted (both in the aggregate and
  to any one optionee), the number and class of shares under each option and the
  the option price per share, and the terms of stock appreciation rights, shall
  be correspondingly adjusted by the Committee, such adjustments to be made in 
  the case of outstanding options without change in the total price applicable 
  to such options.  In the event of a merger, consolidation, combination, 
  reorganization or other transaction in which the Company will not be the 
  surviving corporation, an optionee shall be entitled to options on that 
  number of shares of stock in the new corporation which the optionee would 
  have received had the optionee exercised all of the unexercised options 
  available to the optionee under the Plan, whether or not then exercisable,
  at the instant immediately prior to the effective date of such transaction,
  and if such unexercised options had related stock appreciation rights the 
  optionee also will receive new stock appreciation rights related to the new
  options.  Thereafter, adjustments as provided above shall relate to the 
  stock options or stock appreciation rights of the new corporation.

         Except as otherwise specifically provided in the stock option or stock
  appreciation right, in the event of a Change in Control, merger, 
  consolidation, combination, reorganization or other transaction in which the 
  shareholders of the Company will receive cash or securities (other than 
  common stock) or in the event that an offer is made to the holders of Common 
  Stock of the Company to sell or exchange such Common Stock for cash, 
  securities or stock of another corporation and such offer, if accepted, would
  result in the offeror becoming the owner of (a) at least 50% of the 
  outstanding Common Stock of the Company or (b) such lesser percentage of 
  the outstanding Common Stock which the Committee in its sole discretion 
  determines will materially adversely affect the market value of the Common
  Stock after the tender or exchange offer, the Committee shall, prior to the
  shareholders' vote on such transaction or prior to the expiration date 
  (without extensions) of the tender or exchange offer, (i) accelerate the 
  time of exercise so that all stock options and stock appreciation rights
  which are outstanding shall become immediately exercisable in full without
  regard to any limitations of time or amount otherwise contained in the Plan
  or the stock options or stock appreciation rights and/or (ii) determine that
  the stock options and stock appreciation rights shall be adjusted and make
  such adjustments by substituting for Common Stock of the Company subject to
  options and stock appreciation rights, common stock of the surviving
  corporation or offeror if such stock of such corporation is publicly traded 
  or, if such stock is not publicly traded, by substituting common stock of a 
  parent of the surviving corporation or offeror if the stock of such parent is
  publicly traded, in which event the aggregate option price shall remain the 
  same and the number of shares subject to option shall be the number of shares
  which could have been purchased on the closing day of such transaction or the
  expiration date of the offer with the proceeds which would have been received
  by the optionee if the stock option had been exercised in full prior to such 
  transaction or expiration date and the optionee had exchanged all of such 
  shares in the transaction or sold or exchanged all of such shares pursuant to
  the tender or exchange offer, and if any such option has related stock 
  appreciation rights, the stock appreciation rights shall likewise be 
  adjusted; provided, however, that, in the event of a Change in Control, the
  acceleration of the exercisability of options and stock appreciation rights
  under clause (i) of this paragraph shall occur automatically and without 
  the requirement of action by the Committee.

         For purposes of this Plan, 'Change in Control' means the occurrence of
  any of the following events after the effective date of the amendment and
  restatement of the Plan:

              (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 commencing on
         July 14, 1998, 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.

  10.    Use of Proceeds

         Proceeds from the sale of shares of Common Stock pursuant to exercise 
  of options granted under the Plan shall constitute general funds of the 
  Company.

  11.    Amendments

         The Board of Directors may amend, alter or discontinue the Plan, but 
  no amendment, alteration or discontinuation shall be made which would 
  materially impair the rights of any optionee under any option theretofore 
  granted, without the optionee's consent, or which, without the approval of 
  the shareholders of the Company, would:

         (a)     Except as is provided in Paragraph 9 of the Plan, increase the
  total number of shares reserved for the purposes of the Plan or change the
  maximum number of shares for which options may be granted to any optionee.

         (b)     Decrease the option price to less than 100% of Fair Market 
  Value on the date of grant of a stock option.

         (c)     Change the employees (or class of employees) eligible to 
  receive options under the Plan.

         (d)     Materially increase the benefits accruing to employees
  participating under the Plan.

  12.    Effectiveness of the Plan and Amendments

         The Plan became effective upon approval by the shareholders at the 1991
  Annual Meeting.  The Amendments proposed in 1995 became effective upon 
  approval by the shareholders at the 1995 Annual Meeting.  Paragraph 6(f) as 
  amended became applicable to all options outstanding at the date of the 1995 
  Annual Meeting and thereafter.  Paragraph 6(i) as amended became effective 
  upon approval by the Board of Directors at its July 16, 1997 meeting.  The 
  amendment and restatement of the Plan in connection with the reorganization 
  of the Company and the change of the name of the Company to R.H. Donnelley 
  Corporation became effective as of July 14, 1998.