0000950144-09-000099 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • R H Donnelley Corp • Services-advertising • New York

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 31st day of December, 2008, by and between R.H. Donnelley Corporation, a Delaware corporation (the “COMPANY”), and Steven M. Blondy (“EXECUTIVE”).

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AMENDMENT TO RESTRICTED STOCK UNITS AGREEMENT RECITALS
Restricted Stock Units Agreement • January 7th, 2009 • R H Donnelley Corp • Services-advertising

WHEREAS, R.H. Donelley Corporation, a Delaware Corporation (the “Company”) has previously granted Restricted Stock Units (“RSUs”) to certain of its service providers (“Participants”) pursuant to the R.H. Donnelley Corporation 2005 Stock Award and Incentive Plan (the “2005 Plan”);

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Executive Retirement Agreement • January 7th, 2009 • R H Donnelley Corp • Services-advertising • New York

This Supplemental Executive Retirement Agreement (the “Agreement”) is made effective as of December 31, 2008 by and between R.H. Donnelley Corporation (the “Company”) and David C. Swanson, the Chairman and Chief Executive Officer of the Company (the “Executive”).

Contract
Restricted Stock Units Agreement • January 7th, 2009 • R H Donnelley Corp • Services-advertising • Delaware

RESTRICTED STOCK UNITS AGREEMENT (this “RSU Agreement”) made as of July 22, 2008 (the “Grant Date”), between R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and David C. Swanson, the Chairman and Chief Executive Officer of the Company (the “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”). 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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