0000950152-06-009305 Sample Contracts

18,848,719 Shares Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 14th, 2006 • R H Donnelley Corp • Services-advertising • New York

Certain selling shareholders of R.H. Donnelley Corporation, a Delaware corporation (the “Company”), named in Schedule 1 hereto (the “Selling Stockholders”) propose to sell to Lehman Brothers Inc. (the “Underwriter”) 18,848,719 shares (the “Stock”) of the Common Stock, par value $1 per share (the “Common Stock”) of the Company. This is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholders by the Underwriter.

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