DEX MEDIA EAST LLC
EMPLOYMENT AGREEMENT - KRISTINE SHAW
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>20
<FILENAME>d13528exv10w23.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - KRISTINE SHAW
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.23

                                                                  EXECUTION COPY

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), effective as of November
8, 2002 (the "Effective Date"), is made by and between Kristine Shaw (the
"Executive") and Dex Media, Inc., a Delaware corporation, and any of its
subsidiaries and affiliates (including without limitation Dex Media East LLC) as
may employ Executive from time to time (collectively, and together with any
successor thereto, the "Company").

                                    RECITALS

         A.       It is the desire of the Company to assure itself of the
                  services of the Executive by engaging the Executive to perform
                  services under the terms hereof.

         B.       The Executive desires to provide services to the Company on
                  the terms herein provided.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:

1.       CERTAIN DEFINITIONS

         (a)      "Affiliate" shall mean, with respect to any Person, any other
                  Person directly or indirectly controlling, controlled by, or
                  under common control with, such Person where "control" shall
                  have the meaning given such term under Rule 405 of the
                  Securities Act.

         (b)      "Agreement" shall have the meaning set forth in the preamble
                  hereto.

         (c)      "Annual Base Salary" shall have the meaning set forth in
                  Section 3(a).

         (d)      "Board" shall mean the Board of Directors of the Company.

         (e)      The Company shall have "Cause" to terminate the Executive's
                  employment hereunder upon:

                  (i)      The Executive's willful failure to substantially
                           perform the duties set forth in this Agreement (other
                           than any such failure resulting from the Executive's
                           Disability) which is not remedied within 30 days
                           after receipt of written notice from the Company
                           specifying such failure;

                  (ii)     The Executive's willful failure to carry out, or
                           comply with, in any material respect any lawful and
                           reasonable directive of the Board not inconsistent
                           with the terms of this Agreement, which is not
                           remedied within 30 days after receipt of written
                           notice from the Company specifying such failure;

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                  (iii)    The Executive's commission at any time of any act or
                           omission that results in, or that may reasonably be
                           expected to result in, a conviction, plea of no
                           contest or imposition of unadjudicated probation for
                           any felony or crime involving moral turpitude;

                  (iv)     The Executive's unlawful use (including being under
                           the influence) or possession of illegal drugs on the
                           Company's premises or while performing the
                           Executive's duties and responsibilities under this
                           Agreement; or

                  (v)      The Executive's commission at any time of any act of
                           fraud, embezzlement, misappropriation, material
                           misconduct, or breach of fiduciary duty against the
                           Company (or any predecessor thereto or successor
                           thereof).

         (f)      "Change in Control" shall mean a change in ownership or
                  control of the Company effected through a transaction or
                  series of transactions (other than an offering of Common Stock
                  to the general public through a registration statement filed
                  with the Securities and Exchange Commission) whereby any
                  "person" or related "group" of "persons" (as such terms are
                  used in Sections 13(d) and 14(d)(2) of the Exchange Act)
                  (other than the Company, any of its subsidiaries, an employee
                  benefit plan maintained by the Company or any of its
                  subsidiaries, a Principal Stockholder or a "person" that,
                  prior to such transaction, directly or indirectly controls, is
                  controlled by, or is under common control with, the Company or
                  a Principal Stockholder) directly or indirectly acquires
                  beneficial ownership (within the meaning of Rule 13d-3 under
                  the Exchange Act) of securities of the Company possessing more
                  than fifty percent (50%) of the total combined voting power of
                  the Company's securities outstanding immediately after such
                  acquisition.

         (g)      "Common Stock" shall mean common stock of the Company, par
                  value $0.01 per share.

         (h)      "Company" shall have the meaning set forth in the preamble
                  hereto.

         (i)      "Compensation Committee" means the Compensation Committee of
                  the Board.

         (j)      "Date of Termination" shall mean (i) if the Executive's
                  employment is terminated by her death, the date of her death;
                  (ii) if the Executive's employment is terminated pursuant to
                  Section 4(a)(ii) - (vi) either the date indicated in the
                  Notice of Termination or the date specified by the Company
                  pursuant to Section 4(b), whichever is earlier; (iii) if the
                  Executive's employment is terminated pursuant to Section
                  4(a)(vii) or Section 4(a)(viii), the expiration of the
                  then-applicable Term.

         (k)      "Dex West Transaction" shall mean the transaction contemplated
                  by the Rodney Purchase Agreement.

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         (l)      "Disability" shall mean the absence of the Executive from the
                  Executive's duties with the Company on a full-time basis for a
                  total of three months during any six-month period as a result
                  of incapacity due to mental or physical illness.

         (m)      "EBITDA" for a given period shall mean the sum of (i) the
                  consolidated earnings before interest, taxes, depreciation,
                  amortization, and extraordinary items and (ii) any management
                  or similar fees charged to the Company by any Principal
                  Stockholder (but only to the extent such fees are deducted
                  from the earnings described in the preceding subsection (i)),
                  all as reflected on the Company's audited consolidated
                  financial statements for such period.

         (n)      "Effective Date" shall have the meaning set forth in the
                  preamble hereto.

         (o)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended from time to time.

         (p)      "Executive" shall have the meaning set forth in the preamble
                  hereto.

         (q)      "Executive Bonus Plan" shall mean the bonus plan to be
                  developed by the Compensation Committee which shall
                  incorporate the targets attached hereto as Exhibit A.

         (r)      "Extension Term" shall have the meaning set forth in Section
                  2(b).

         (s)      The Executive shall have "Good Reason" to resign her
                  employment upon the occurrence of any of the following:

                  (i)      Failure of the Company to continue the Executive in
                           the position of Senior Vice President, Sales (or any
                           other position not less senior to such position);

                  (ii)     A material diminution in the nature or scope of the
                           Executive's responsibilities, duties or authority;

                  (iii)    Failure of the Company to make any material payment
                           or provide any material benefit under this Agreement;
                           or

                  (iv)     The Company's material breach of this Agreement or
                           any Option Agreement;

                  provided, however, that notwithstanding the foregoing the
                  Executive may not resign her employment for Good Reason
                  unless: (A) the Executive provides the Company with at least
                  30 days prior written notice of her intent to resign for Good
                  Reason (which notice is provided not later than the 30th day
                  following the occurrence of the event constituting Good
                  Reason) and (B) the Company has not remedied the alleged
                  violation(s) within the 30-day period; and, provided, further,
                  that the Executive shall not have Good Reason to terminate her
                  employment due to the failure to consummate all or any portion
                  of the Dex West Transaction; and

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                  provided, further, that Executive may resign her employment
                  for Good Reason if in connection with any Change in Control
                  the purchaser does not assume the severance provisions set
                  forth in Section 5 (including corresponding definitions) (or
                  substitute substantially identical severance provisions) with
                  respect to the Executive and if Executive does not accept
                  employment with such purchaser in connection with the Change
                  in Control.

         (t)      "Initial Term" shall have the meaning set forth in Section
                  2(b).

         (u)      "Notice of Termination" shall have the meaning set forth in
                  Section 4(b).

         (v)      "Option Agreement" shall mean an agreement to purchase Common
                  Stock pursuant to the Option Plan.

         (w)      "Option Plan" shall have the meaning set forth in Section
                  3(c).

         (x)      "Person" shall mean an individual, partnership, corporation,
                  limited liability company, business trust, joint stock
                  company, trust, unincorporated association, joint venture,
                  governmental authority or other entity of whatever nature.

         (y)      "Principal Stockholders" shall mean Carlyle Partners III, L.P.
                  a Delaware limited partnership; Welsh, Carson, Anderson &
                  Stowe IX, L.P., a Delaware limited partnership; and each of
                  their respective Affiliates.

         (z)      "Related Agreements" shall have the meaning set forth in
                  Section 14.

         (aa)     "Rodney Purchase Agreement" shall mean that certain Purchase
                  Agreement by and among Qwest Dex, Inc., Qwest Services
                  Corporation, Qwest Communications International Inc.
                  (collectively, the "Qwest Parties") and Dex Holdings LLC,
                  dated as of August 19, 2002, pursuant to which the Qwest
                  Parties have agreed to sell all of the interests of GPP LLC
                  (as described in the Rodney Purchase Agreement) to Dex
                  Holdings LLC on the terms and conditions set forth therein.

         (bb)     "Securities Act" shall mean the Securities Act of 1933, as
                  amended from time to time.

         (cc)     "Term" shall have the meaning set forth in Section 2(b).

2.       EMPLOYMENT

         (a)      The Company shall employ the Executive and the Executive shall
                  enter the employ of the Company, for the period set forth in
                  Section 2(b), in the position set forth in Section 2(c), and
                  upon the other terms and conditions herein provided.

         (b)      The initial term of employment under this Agreement (the
                  "Initial Term") shall be for the period beginning on the
                  effective date of this Agreement and ending on the third
                  anniversary thereof, unless earlier terminated as provided in
                  Section 4. The

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                  employment term hereunder shall automatically be extended for
                  successive one-year periods (each, an "Extension Term" and,
                  collectively with the Initial Term, the "Term") unless either
                  party gives notice of non-extension to the other no later than
                  90 days prior to the expiration of the then-applicable Term.

         (c)      Position and Duties. The Executive shall serve as Senior Vice
                  President, Sales of the Company with such customary
                  responsibilities, duties and authority as may from time to
                  time be assigned to the Executive by the Board. Such duties,
                  responsibilities and authority may include services for one or
                  more subsidiaries or affiliates of the Company including,
                  without limitation, services for Dex Media West LLC following
                  the consummation of all or any portion of the Dex West
                  Transaction. The Executive shall report to the Company's Chief
                  Executive Officer or his delegate. The Executive shall devote
                  substantially all her working time and efforts to the business
                  and affairs of the Company. The Executive agrees to observe
                  and comply with the Company's rules and policies as adopted by
                  the Company from time to time.

3.       COMPENSATION AND RELATED MATTERS

         (a)      Annual Base Salary. During the Term, the Executive shall
                  receive a base salary at a rate of $225,000 per annum, which
                  shall be paid in accordance with the customary payroll
                  practices of the Company, subject to increase as determined by
                  the Compensation Committee (the "Annual Base Salary").

         (b)      Annual Bonus. With respect to each of the Company's fiscal
                  years that end during the Term, the Executive shall be
                  eligible to receive an annual performance-based bonus in
                  accordance with the terms of the Executive Bonus Plan. The
                  Executive Bonus Plan shall provide that (i) if the Company
                  achieves the Bank Case EBITDA Target (as set forth on Exhibit
                  A) for an applicable fiscal year, the Executive's annual bonus
                  shall be payable in an amount equal to 25% of her Annual Base
                  Salary, and (ii) if the Company achieves the Equity Case
                  EBITDA Target (as set forth on Exhibit A) for an applicable
                  fiscal year, the Executive's annual bonus shall be payable in
                  an amount equal to 50% of her Annual Base Salary. The
                  Compensation Committee may, in its sole discretion, provide
                  that the Executive shall be paid an additional bonus amount
                  pursuant to the Executive Bonus Plan with respect to any
                  fiscal year (up to a maximum aggregate annual bonus of 65% of
                  Annual Base Salary).

         (c)      Stock Option Plan. As of the Effective Date, the Executive
                  shall be granted an option to purchase 11,730 shares of Common
                  Stock, pursuant to the terms and conditions of the Stock
                  Option Plan of Dex Media, Inc. (the "Option Plan") and an
                  Option Agreement entered into by and between Dex Media, Inc.
                  and the Executive effective as of the date hereof in
                  substantially the form attached hereto as Exhibit B. In the
                  event that the Dex West Transaction is consummated, then as of
                  the Closing Date (as defined in the Rodney Purchase
                  Agreement), the Executive shall be granted an option to
                  purchase 11,729 shares of Common Stock, pursuant to the terms
                  and conditions of the Option Plan and an Option Agreement

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                  entered into by and between the Executive and the Company (or
                  its applicable affiliate).

         (d)      Benefits. During the Term, the Executive shall be entitled to
                  participate in employee benefit plans, programs and
                  arrangements of the Company now (or, to the extent determined
                  by the Board, hereafter) in effect which are applicable to the
                  executives of the Company in accordance with their terms,
                  including, without limitation, the Dex Media, Inc. Pension
                  Plan and the Dex Media, Inc. 401(k) Savings Plan.

         (e)      Vacation. During the Term, the Executive shall be entitled to
                  paid vacation in accordance with the Company's vacation
                  policies applicable to executives of the Company. Any vacation
                  shall be taken at the reasonable and mutual convenience of the
                  Company and the Executive.

         (f)      Expenses. During the Term, the Company shall reimburse the
                  Executive for all reasonable travel and other business
                  expenses incurred by her in the performance of her duties to
                  the Company in accordance with the Company's expense
                  reimbursement policy.

4.       TERMINATION

         The Executive's employment hereunder may be terminated by the Company
or the Executive, as applicable, without any breach of this Agreement only under
the following circumstances:

         (a)      Circumstances.

                  (i)      Death. The Executive's employment hereunder shall
                           terminate upon her death.

                  (ii)     Disability. If the Executive has incurred a
                           Disability, the Company may give the Executive
                           written notice of its intention to terminate the
                           Executive's employment, provided, however, that such
                           notice shall not be effective prior to the earlier to
                           occur of (A) the first anniversary of the date the
                           Executive incurred the Disability or (B) the
                           expiration of short-term disability benefits pursuant
                           to any applicable Company benefit plan. In that
                           event, the Executive's employment with the Company
                           shall terminate effective on the later to occur of
                           (X) the 30th day after the receipt of such notice by
                           the Executive or (Y) the earlier to occur of the
                           events described in subparagraphs (A) or (B) of this
                           Section 4(a)(ii), provided that prior to the
                           effective date of such termination, the Executive
                           shall not have returned to full-time performance of
                           her duties.

                  (iii)    Termination for Cause. The Company may terminate the
                           Executive's employment for Cause.

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                  (iv)     Termination without Cause. The Company may terminate
                           the Executive's employment without Cause.

                  (v)      Resignation for Good Reason. The Executive may resign
                           her employment for Good Reason.

                  (vi)     Resignation without Good Reason. The Executive may
                           resign her employment without Good Reason.

                  (vii)    Non-extension of Term by the Company. The Company may
                           give notice of non-extension to the Executive
                           pursuant to Section 2(b).

                  (viii)   Non-extension of Term by the Executive. The Executive
                           may give notice of non-extension to the Company
                           pursuant to Section 2(b).

         (b)      Notice of Termination. Any termination of the Executive's
                  employment by the Company or by the Executive under this
                  Section 4 (other than termination pursuant to paragraph
                  (a)(i)) shall be communicated by a written notice to the other
                  party hereto indicating the specific termination provision in
                  this Agreement relied upon, setting forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination of the Executive's employment under the provision
                  so indicated, and specifying a Date of Termination which, if
                  submitted by the Executive, shall be at least 30 days
                  following the date of such notice (a "Notice of Termination")
                  provided, however, that the Company may, in its sole
                  discretion, change the Date of Termination to any date
                  following the Company's receipt of the Notice of Termination.
                  A Notice of Termination submitted by the Company may provide
                  for a Date of Termination on the date the Executive receives
                  the Notice of Termination, or any date thereafter elected by
                  the Company in its sole discretion. The failure by the
                  Executive or the Company to set forth in the Notice of
                  Termination any fact or circumstance which contributes to a
                  showing of Cause or Good Reason shall not waive any right of
                  the Executive or the Company hereunder or preclude the
                  Executive or the Company from asserting such fact or
                  circumstance in enforcing the Executive's or the Company's
                  rights hereunder.

         (c)      Company Obligations upon Termination. Upon termination of the
                  Executive's employment, the Executive (or the Executive's
                  estate) shall be entitled to receive (i) except in the event
                  of the Executive's Disability, any amount of the Executive's
                  Annual Base Salary through the Date of Termination not
                  theretofore paid, (ii) any expenses owed to the Executive
                  under Section 3(f), (iii) any accrued vacation pay owed to the
                  Executive pursuant to Section 3(e), and (iv) any amount
                  arising from the Executive's participation in, or benefits
                  under any employee benefit plans, programs or arrangements
                  under Section 3(d), which amounts shall be payable in
                  accordance with the terms and conditions of such employee
                  benefit plans, programs or arrangements including, if
                  applicable, any death benefits. In the event of the
                  Executive's Disability, in lieu of Annual Base Salary during
                  such

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                  period of Disability, Executive shall be entitled to receive
                  any applicable short-term disability benefits pursuant to any
                  applicable Company benefit plan.

5.       SEVERANCE PAYMENTS

         (a)      Termination due to Death or Disability. If the Executive's
                  employment shall terminate pursuant to Section 4(a)(i) due to
                  the Executive's death, or pursuant to Section 4(a)(ii) due to
                  Executive's Disability, then the Company shall pay to the
                  Executive (or Executive's estate) a prorated amount of the
                  Executive's Annual Bonus based on the Company's year-to-date
                  performance through the Date of Termination in relation to the
                  performance targets set forth in the Executive Bonus Plan
                  (such amount to be determined in good faith by the
                  Compensation Committee and payable at such time as the
                  Executive's Annual Bonus would otherwise have been payable
                  pursuant to the Executive Bonus Plan).

         (b)      Termination without Cause, resignation for Good Reason, or
                  non-extension of the Term by the Company. If the Executive's
                  employment shall terminate without Cause pursuant to Section
                  4(a)(iv), for Good Reason pursuant to Section 4(a)(v), or
                  pursuant to non-extension of the Term by the Company pursuant
                  to Section 4(a)(vii), the Company shall, subject to the
                  Executive's execution of a general waiver and release of
                  claims agreement in the Company's customary form:

                  (i)      Continue to pay to the Executive her base salary as
                           described in Section 3(a), in accordance with the
                           Company's regular payroll practices, during the
                           period beginning on the Date of Termination and
                           ending on the earliest to occur of (A) the six-month
                           anniversary of the Date of Termination; or (B) the
                           first date that the Executive violates any covenant
                           contained in Section 6, or 7; and

                  (ii)     Pay to the Executive a prorated amount of the
                           Executive's Annual Bonus based on the Company's
                           year-to-date performance through the Date of
                           Termination in relation to the performance targets
                           set forth in the Executive Bonus Plan (such amount to
                           be determined in good faith by the Compensation
                           Committee and payable at such time as Executive's
                           Annual Bonus would otherwise have been payable
                           pursuant to the Executive Bonus Plan).

         (c)      Survival. The expiration or termination of the Term shall not
                  impair the rights or obligations of any party hereto, which
                  shall have accrued prior to such expiration or termination.

6.       NON-COMPETITION; NON-SOLICITATION

         (a)      The Executive shall not, at any time during the Term or during
                  the six-month period following the Date of Termination (the
                  "Restricted Period") directly or indirectly engage in, have
                  any equity interest in, or manage or operate (whether as
                  director, officer, employee, agent, representative, partner,
                  security holder,

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                  consultant or otherwise) any of the following entities, or any
                  subsidiary thereof, or any successor thereto (the "Competitive
                  Entities"):

                  (i)      Verizon Information Services, a division of Verizon
                           Communications Inc.

                  (ii)     BellSouth Advertising & Publishing Corporation
                           (including L. M. Berry)

                  (iii)    Southwestern Bell Yellow Pages, a division of SBC
                           Communications Inc.

                  (iv)     Alltel Publishing, a division of Alltel Corporation

                  (v)      R. H. Donnelley Inc. (including Sprint Publishing &
                           Advertising)

                  (vi)     TransWestern Publishing Company LLC

                  (vii)    Yell Group PLC

                  (viii)   Yellow Pages Group Company

                  (ix)     White Directory Publishers, Inc.

                  provided, however, that the Executive shall be permitted to
                  acquire a passive stock or equity interest in such entity
                  provided the stock or other equity interest acquired is not
                  more than five percent (5%) of the outstanding interest in
                  such entity; and provided, further, that, notwithstanding the
                  foregoing, at no time during the Restricted Period may the
                  Executive directly or indirectly engage in, have any equity
                  interest in, or manage or operate (whether as director,
                  officer, employee, agent, representative, partner, security
                  holder, consultant or otherwise) any parent entity or other
                  Affiliate of any of the Competitive Entities to the extent
                  that such parent entity or other Affiliate engages in (or the
                  Executive's services therefor relate to) telephone directory
                  publishing, marketing or advertising (or any other business
                  directly engaged in by the Company during the Restricted
                  Period).

         (b)      During the Restricted Period, the Executive will not, and will
                  not permit any of her affiliates to, directly or indirectly,
                  recruit or otherwise solicit or induce any employee, customer,
                  subscriber or supplier of the Company to terminate its
                  employment or arrangement with the Company, otherwise change
                  its relationship with the Company, or establish any
                  relationship with the Executive or any of her affiliates for
                  any business purpose deemed competitive with the business of
                  the Company.

         (c)      In the event the terms of this Section 6 shall be determined
                  by any court of competent jurisdiction to be unenforceable by
                  reason of its extending for too great a period of time or over
                  too great a geographical area or by reason of its being too
                  extensive in any other respect, it will be interpreted to
                  extend only over the maximum period of time for which it may
                  be enforceable, over the maximum geographical area as to which
                  it may be enforceable, or to the maximum extent in

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                  all other respects as to which it may be enforceable, all as
                  determined by such court in such action.

         (d)      As used in this Section 6, the term "Company" shall include
                  the Company, its parent, related entities, and any of its
                  direct or indirect subsidiaries.

         (e)      The provisions contained in Section 6(a) and Section 6(b) may
                  be altered and/or waived with the prior written consent of the
                  Board or the Compensation Committee.

7.       NONDISCLOSURE OF PROPRIETARY INFORMATION; NON-DISPARAGEMENT

         (a)      Except as required in the faithful performance of the
                  Executive's duties hereunder or pursuant to Section 7(c), the
                  Executive shall, during the Term and after the Date of
                  Termination, maintain in confidence and shall not directly or
                  indirectly, use, disseminate, disclose or publish, or use for
                  his benefit or the benefit of any person, firm, corporation or
                  other entity any confidential or proprietary information or
                  trade secrets of or relating to the Company, including,
                  without limitation, information with respect to the Company's
                  operations, processes, protocols, products, inventions,
                  business practices, finances, principals, vendors, suppliers,
                  customers, potential customers, marketing methods, costs,
                  prices, contractual relationships, regulatory status,
                  compensation paid to employees or other terms of employment
                  ("Proprietary Information"), or deliver to any person, firm,
                  corporation or other entity any document, record, notebook,
                  computer program or similar repository of or containing any
                  such Proprietary Information. The Executive's obligation to
                  maintain and not use, disseminate, disclose or publish, or use
                  for his benefit or the benefit of any person, firm,
                  corporation or other entity any Proprietary Information after
                  the Date of Termination will continue so long as such
                  Proprietary Information is not, or has not by legitimate means
                  become, generally known and in the public domain (other than
                  by means of the Executive's direct or indirect disclosure of
                  such Proprietary Information) and is continued to be
                  maintained as Proprietary Information by the Company. The
                  parties hereby stipulate and agree that as between them, the
                  Proprietary Information identified herein is important,
                  material and affects the successful conduct of the businesses
                  of the Company (and any successor or assignee of the Company).

         (b)      Upon termination of the Executive's employment with the
                  Company for any reason, the Executive will promptly deliver to
                  the Company all correspondence, drawings, manuals, letters,
                  notes, notebooks, reports, programs, plans, proposals,
                  financial documents, or any other documents concerning the
                  Company's customers, business plans, marketing strategies,
                  products or processes.

         (c)      The Executive may respond to a lawful and valid subpoena or
                  other legal process but shall give the Company the earliest
                  possible notice thereof, shall, as much in advance of the
                  return date as possible, make available to the Company and its

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                  counsel the documents and other information sought and shall
                  assist such counsel in resisting or otherwise responding to
                  such process.

         (d)      The Executive agrees not to disparage the Company, any of its
                  products or practices, or any of its directors, officers,
                  agents, representatives, stockholders or affiliates, either
                  orally or in writing, at any time; provided, that the
                  Executive may confer in confidence with her legal
                  representatives and make truthful statements as required by
                  law.

         (e)      The Company agrees to instruct the members of the Board and
                  the executive officers of the Company not to disparage the
                  Executive, either orally or in writing, at any time; provided,
                  that, the Company may confer in confidence with its legal
                  representatives and make truthful statements as required by
                  law.

         (f)      As used in this Section 7, the term "Company" shall include
                  the Company, its parent, related entities, and any of its
                  direct or indirect subsidiaries.

8.       INJUNCTIVE RELIEF

         It is recognized and acknowledged by the Executive that a breach of the
covenants contained in Sections 6 and 7 will cause irreparable damage to Company
and its goodwill, the exact amount of which will be difficult or impossible to
ascertain, and that the remedies at law for any such breach will be inadequate.
Accordingly, the Executive agrees that in the event of a breach of any of the
covenants contained in Sections 6 and 7, in addition to any other remedy which
may be available at law or in equity, the Company will be entitled to specific
performance and injunctive relief.

9.       ASSIGNMENT AND SUCCESSORS

         The Company may assign its rights and obligations under this Agreement
to any entity, including any successor to all or substantially all the assets of
the Company, by merger or otherwise, and may assign or encumber this Agreement
and its rights hereunder as security for indebtedness of the Company and its
affiliates. The Executive may not assign her rights or obligations under this
Agreement to any individual or entity. This Agreement shall be binding upon and
inure to the benefit of the Company, the Executive and their respective
successors, assigns, personnel and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.

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10.      GOVERNING LAW

         This Agreement shall be governed, construed, interpreted and enforced
in accordance with the substantive laws of the state of Delaware, without
reference to the principles of conflicts of law of Delaware or any other
jurisdiction, and where applicable, the laws of the United States.

11.      VALIDITY

         The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

12.      NOTICES

         Any notice, request, claim, demand, document and other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telex, telecopy, or
certified or registered mail, postage prepaid, as follows:

         (a) If to the Company:

                  Dex Media, Inc.
                  198 Inverness Drive West
                  Englewood, CO 80112
                  Fax.: (303) 784-1964
                  Attn: Vice President of Human Resources

                  with copies to:

                  The Carlyle Group              Welsh, Carson, Anderson & Stowe
                  520 Madison Avenue             320 Park Avenue
                  41st Floor                     Suite 2500
                  New York, New York 10022       New York, New York 10022
                  Fax: (212) 381-4901            Fax: (212) 893-9562
                  Attn: James A. Attwood         Attn: Anthony J. de Nicola

                  and a copy to:

                  Latham & Watkins, LLP
                  885 Third Avenue
                  New York, New York 10022-4802
                  Fax: (212) 751-4864
                  Attn: R. Ronald Hopkinson

         (b) If to the Executive, to the address set forth on the signature page
         hereto

                                       12
<PAGE>

or at any other address as any party shall have specified by notice in writing
to the other party.

13.      COUNTERPARTS

         This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute one
and the same Agreement.

14.      ENTIRE AGREEMENT

         The terms of this Agreement and the other agreements and instruments
contemplated hereby or referred to herein (collectively the "Related
Agreements") are intended by the parties to be the final expression of their
agreement with respect to the employment of the Executive by the Company and may
not be contradicted by evidence of any prior or contemporaneous agreement
(including without limitation any Term Sheet or similar agreement entered into
between the Company and the Executive). The parties further intend that this
Agreement and the Related Agreements shall constitute the complete and exclusive
statement of their terms and that no extrinsic evidence whatsoever may be
introduced in any judicial, administrative, or other legal proceeding to vary
the terms of this Agreement and the Related Agreements.

15.      AMENDMENTS; WAIVERS

         This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and a duly authorized officer of
Company. By an instrument in writing similarly executed, the Executive or a duly
authorized officer of the Company may waive compliance by the other party or
parties with any provision of this Agreement that such other party was or is
obligated to comply with or perform, provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or subsequent
failure. No failure to exercise and no delay in exercising any right, remedy, or
power hereunder preclude any other or further exercise of any other right,
remedy, or power provided herein or by law or in equity.

16.      NO INCONSISTENT ACTIONS

         The parties hereto shall not voluntarily undertake or fail to undertake
any action or course of action inconsistent with the provisions or essential
intent of this Agreement. Furthermore, it is the intent of the parties hereto to
act in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.

17.      CONSTRUCTION

         This Agreement shall be deemed drafted equally by both the parties. Its
language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any party
shall not apply. The headings in this Agreement are only for convenience and are
not intended to affect construction or interpretation. Any references to
paragraphs, subparagraphs, sections or subsections are to those parts of this
Agreement, unless the context clearly indicates to the contrary. Also, unless
the context clearly indicates to the contrary, (a) the plural includes the
singular and the singular includes the plural;

                                       13
<PAGE>

(b) "and" and "or" are each used both conjunctively and disjunctively; (c)
"any," "all," "each," or "every" means "any and all," and "each and every"; (d)
"includes" and "including" are each "without limitation"; (e) "herein,"
"hereof," "hereunder" and other similar compounds of the word "here" refer to
the entire Agreement and not to any particular paragraph, subparagraph, section
or subsection; and (f) all pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural as the identity
of the entities or persons referred to may require.

18.      ARBITRATION

         Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before an
arbitrator in New York, New York in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitration award in any court having jurisdiction, provided, however, that the
Company shall be entitled to seek a restraining order or injunction in any court
of competent jurisdiction to prevent any continuation of any violation of the
provisions of Sections 6 or 7 of the Agreement and the Executive hereby consents
that such restraining order or injunction may be granted without requiring the
Company to post a bond. Only individuals who are (a) lawyers engaged full-time
in the practice of law; and (b) on the AAA register of arbitrators shall be
selected as an arbitrator. Within 20 days of the conclusion of the arbitration
hearing, the arbitrator shall prepare written findings of fact and conclusions
of law. It is mutually agreed that the written decision of the arbitrator shall
be valid, binding, final and non-appealable, provided however, that the parties
hereto agree that the arbitrator shall not be empowered to award punitive
damages against any party to such arbitration. The arbitrator shall require the
non-prevailing party to pay the arbitrator's full fees and expenses or, if in
the arbitrator's opinion there is no prevailing party, the arbitrator's fees and
expenses will be borne equally by the parties thereto. In the event action is
brought to enforce the provisions of this Agreement pursuant to this Section 18,
the non-prevailing parties shall be required to pay the reasonable attorney's
fees and expenses of the prevailing parties, except that if in the opinion of
the court or arbitrator deciding such action there is no prevailing party, each
party shall pay its own attorney's fees and expenses.

19.      ENFORCEMENT

         If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term of this
Agreement, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

20.      WITHHOLDING

         The Company shall be entitled to withhold from any amounts payable
under this

                                       14
<PAGE>

Agreement any federal, state, local or foreign withholding or other taxes or
charges which the Company is required to withhold. The Company shall be entitled
to rely on an opinion of counsel if any questions as to the amount or
requirement of withholding shall arise.

21.      EMPLOYEE ACKNOWLEDGEMENT

         The Executive acknowledges that she has read and understands this
Agreement, is fully aware of its legal effect, has not acted in reliance upon
any representations or promises made by the Company other than those contained
in writing herein, and has entered into this Agreement freely based on her own
judgment.

                            [signature page follows]

                                       15
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.

                                       COMPANY

                                       By:     /s/ George Burnettt
                                           -------------------------------------
                                           Name:  George Burnett
                                           Title: CEO and President

                                       EXECUTIVE

                                       By:     /s/ Kristine Shaw
                                           -------------------------------------
                                           Kristine Shaw

<PAGE>

                                                                       EXHIBIT A

                              EXECUTIVE BONUS PLAN

                           ANNUAL BONUS EBITDA TARGETS

                                  ($ MILLIONS)

                             YEAR ENDING DECEMBER 31

DEX

<TABLE>
<CAPTION>
PROJECTED EBITDA SUMMARY*
                           2003        2004       2005         2006      2007
------------------------------------------------------------------------------
<S>                        <C>         <C>        <C>         <C>       <C>
BANK CASE

Dex East EBITDA            $364        $365       $373        $  383    $  394


Dex EBITDA                 $906        $917       $939        $  966    $  996


EQUITY CASE

Dex East EBITDA            $369        $378       $393        $  411    $  430


Dex EBITDA                 $913        $942       $976        $1,020    $1,069
</TABLE>

*        With respect to each calendar year ending prior to the closing of the
Dex West Transaction, the respective Bank Case and Equity Case "Dex East EBITDA"
targets shall apply. With respect to the calendar year in which the closing of
the Dex West Transaction occurs and each calendar year thereafter, the
respective Bank Case and Equity Case "Dex EBITDA" targets shall apply for
purposes of this Agreement. In the event that the Dex West Transaction is not
consummated, the respective Bank Case and Equity Case "Dex East EBITDA" targets
shall apply with respect to all calendar years for purposes of this Agreement.
EBITDA targets shall be adjusted as appropriate to reflect acquisitions,
divestitures and other recapitalizations (other than the Dex West Transaction).

<PAGE>

                                                                       EXHIBIT B

                               [OPTION AGREEMENT]

</TEXT>
</DOCUMENT>
