0000950144-06-004837 Sample Contracts

Contract
Exercise Agreement • May 10th, 2006 • R H Donnelley Corp • Services-advertising • Delaware

This Warrant was originally issued on November 25, 2002 and such issuance was not registered under the Securities Act of 1933, as amended.

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RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • May 10th, 2006 • R H Donnelley Corp • Services-advertising • Delaware

RESTRICTED STOCK UNITS AGREEMENT (this “RSU Agreement”) made as of the date specified on Annex A attached hereto (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and the undersigned individual (“you” or “Participant”), pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (as may be amended from time to time, the “2005 Plan”), a copy of which you may access electronically on the RHD Intranet under “Human Resources.” Unless otherwise defined herein, the terms defined in the 2005 Plan shall have the same defined meanings in this RSU Agreement.

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