425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 19, 2005

Dex Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32249	14-1855759
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
198 Inverness Drive West, Englewood, Colorado		80112
(Address of principal executive offices)		(Zip Code)

(303) 784-2900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Letter Agreement

Letter Agreement

Form of Letter Agreement

Letter Agreement

Letter Agreement

Item 1.01 Entry into a Material Definitive Agreement.

     (a) On December 19, 2005, Dex Media, Inc. (the “Company”) entered into a letter agreement (the “Second Burnett Letter Agreement”) with George A. Burnett, the Company’s President and Chief Executive Officer, which amended Mr. Burnett’s employment agreement (the “Burnett Employment Agreement”), as amended by that certain letter agreement (the “First Burnett Letter Agreement”) between Mr. Burnett and the Company, dated October 2, 2005 and to be effective immediately prior to the consummation of the transactions (the “Merger”) contemplated by that certain Agreement and Plan of Merger, dated October 3, 2005, by and among the Company, R.H. Donnelly and Forward Acquisition Corp. The First Burnett Letter Agreement was described in Item 1.01(b) of the Current Report on Form 8-K filed on October 6, 2005 (the “October Form 8-K”), as amended as set forth in Item 1.01(b) of the Current Report on Form 8-K/A filed on October 18, 2005 (the “October Form 8-K/A”) .

     The Second Burnett Letter Agreement amends the Burnett Employment Agreement and the Burnett First Letter Agreement to provide that in the event that if, upon the advice of the Company’s counsel, the Company determines that any of the severance payments to be provided to Mr. Burnett under the First Burnett Letter Agreement is or may be subject to the additional tax under Section 409A(a)(1)(B) of the Internal Revenue Code (the “Code”) or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A”) if provided at the time otherwise required under the First Burnett Letter Agreement, then: (i) the payment of such severance payments shall be delayed until such date that is six months after Mr. Burnett’s separation from service with the Company, or such shorter period that, in the opinion of counsel, is sufficient to avoid the imposition of taxes under Section 409A and (ii) the severance payments that are subject to the payment delay described in the preceding clause will be increased by an amount equal to interest on such payments for the period during which the payment of the severance payments is delayed at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during such payment delay period. The Second Burnett Letter Agreement will be effective immediately prior to the consummation of the Merger. A copy of the Second Burnett Letter Agreement is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

     (b) On December 19, 2005, the Company entered into a letter agreement (the “Second Pomeroy Letter Agreement”) with Scott A. Pomeroy, the Company’s Executive Vice President and Chief Financial Officer, which amended Mr. Pomeroy’s employment agreement (the “Pomeroy Employment Agreement”), as amended by that certain letter agreement (the “First Pomeroy Letter Agreement”) between Mr. Pomeroy and the Company, dated October 2, 2005. The First Pomeroy Letter Agreement was set described in Item 1.01(d) of the October Form 8-K, as amended as set forth in Item 1.01(d) of the October Form 8-K/A.

     The Second Pomeroy Letter Agreement amends the Pomeroy Employment Agreement and the Pomeroy First Letter Agreement to provide that in the event that if, upon the advice of the Company’s counsel, the Company determines that any of the severance payments to be provided to Mr. Pomeroy under the First Pomeroy Letter Agreement is or may be subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under the First Pomeroy Letter Agreement, then: (i) the payment of such severance payments shall be delayed until such date that is six months after Mr. Pomeroy’s separation from service with the Company, or such shorter period that, in

the opinion of counsel, is sufficient to avoid the imposition of taxes under Section 409A and (ii) the severance payments that are subject to the payment delay described in the preceding clause will be increased by an amount equal to interest on such payments for the period during which the payment of the severance payments is delayed at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during such payment delay period. The Second Pomeroy Letter Agreement will be effective immediately prior to the consummation of the Merger. A copy of the Second Pomeroy Letter Agreement is attached hereto as Exhibit 10.2 and incorporated herein by this reference.

     (c) On December 19, 2005, the Company entered into letter agreements (the “Second SVP and VP Letter Agreements”) with each of the Company’s Senior Vice Presidents (Linda Martin, Margaret Le Beau, Scott Bontempo, Kristine Shaw, Frank Eichler, Francis Barker and Helen Cousins) and Vice Presidents (Robert Houston, Michael Mansbridge, John Fischer, Cathy Crump, Tony Basile, Simon Greenman, Mark van Duren and John Meyer) (each such Senior Vice President or Vice President, an “executive”), which amended each executive’s employment agreement (collectively, the “SVP and VP Employment Agreements”), as amended by each executive’s letter agreement (collectively, the “First SVP and VP Letter Agreements”) between each executive and the Company, dated October 2, 2005. Forms of the First SVP and VP Letter Agreements were set forth in Items 1.01 (e) and (f) of the October Form 8-K, as amended as set forth in Items 1.01 (e) and (f) of the October Form 8-K/A.

     Each Second SVP and VP Letter Agreement amends the applicable SVP and VP Employment Agreement and the SVP and VP First Letter Agreement to provide that in the event that if, upon the advice of the Company’s counsel, the Company determines that any of the severance payments to be provided to the executive under the First SVP and VP Letter Agreement is or may be subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under the First SVP and VP Letter Agreement, then: (i) the payment of such severance payments shall be delayed until such date that is six months after such executive’s separation from service with the Company, or such shorter period that, in the opinion of counsel, is sufficient to avoid the imposition of taxes under Section 409A and (ii) the severance payments that are subject to the payment delay described in the preceding clause will be increased by an amount equal to interest on such payments for the period during which the payment of the severance payments is delayed at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during such payment delay period. The Second SVP and VP Letter Agreements will be effective immediately prior to the consummation of the Merger. A copy of the form of the Second SVP and VP Letter Agreement is attached hereto as Exhibit 10.3 and incorporated herein by this reference.

     (d) On December 19, 2005, the Company entered into a Letter Agreement with Robert M. Neumeister, Jr. (the “Neumeister Letter Agreement”). The Neumeister Letter Agreement provides that in consideration for the cancellation of certain payments due to Mr. Neumeister under Section 3.2 of the Retirement and General Release Agreement, made and entered into as of October 5, 2005 by and between the Company and Mr. Neumeister (the “Retirement Agreement”), the Company will make a lump sum payment of $1,096,875 to him on or before December 31, 2005. Such lump sum payment shall fully satisfy any and all obligations of the Company to Mr. Neumeister pursuant to Section 3.2 of the Retirement Agreement, and the Company shall have no further obligations to make any severance payments to Mr. Neumeister pursuant to the Retirement Agreement or otherwise. The Retirement Agreement was described in Item 1.01(a) of the October Form 8-K. A copy of the Neumeister Letter Agreement is attached hereto as Exhibit 10.4 and incorporated herein by this reference.

     (e) On December 5, 2005, the Company announced that Marilyn B. Neal will retire as the Company’s Executive Vice President and Chief Operating Officer, effective December 31, 2005, as reported on the Current Report Form 8-K filed on December 6, 2005 and the Current Report on Form 8-K/A filed on December 12, 2005. On December 19, 2005, the Company entered into a Letter Agreement with Ms. Neal (the “Second Neal Letter Agreement”) which provides that in consideration for the cancellation of any payments due to her pursuant to Sections 1, 2(a) and 2(b) of that certain letter agreement (the “First Neal Letter Agreement”) between Ms. Neal and the Company, dated October 2, 2005, the Company will make a lump sum payment of $1,379,781 to her on or before December 31, 2005. The First Neal Letter Agreement was described in Item 1.01(c) of the October Form 8-K, as amended as set forth in Item 1.01(c) of the October Form 8-K/A. The Company shall have no further obligations to make any severance payments to Ms. Neal pursuant to the First Neal Letter Agreement, her employment agreement or otherwise. A copy of the Second Neal Letter Agreement is attached hereto as Exhibit 10.5 and incorporated herein by this reference.

Item 8.01. Other Events.

     On December 22, 2005, the Company and R.H. Donnelley Corporation (“RHD”) issued a joint press release announcing that: (i) the joint proxy statement/prospectus relating to the merger of the Company with and into Forward Acquisition Corporation, a wholly owned subsidiary of RHD, had been declared effective by the Securities and Exchange Commission and (ii) the Company and RHD have each set January 25, 2006 as the date of its special meeting of stockholders to consider the proposals related to the merger.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett.
10.2	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy.
10.3	Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its Senior Vice Presidents and Vice Presidents.
10.4	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
10.5	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEX MEDIA, INC.
Date: December 22, 2005
	By:	/s/ FRANK M. EICHLER
	Name:	Frank M. Eichler
	Title:	Senior Vice President, General Counsel

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and George A. Burnett.
10.2	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Scott A. Pomeroy.
10.3	Form of Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and each of its Senior Vice Presidents and Vice Presidents.
10.4	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Robert M. Neumeister, Jr.
10.5	Letter Agreement dated December 19, 2005, by and between Dex Media, Inc. and Marilyn B. Neal.

EX-10.1

Exhibit 10.1

198 Inverness Drive West
Englewood, CO 80112

December 19, 2005

George A. Burnett
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re: 409A Amendment to Amended and Restated Employment Agreement

     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to amend the terms of your continued employment with the Company to address the impact of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company, R.H. Donnelley Corporation (“Donnelley”) and Forward Acquisition Corp., a wholly owned subsidiary of Donnelley (the “Merger Agreement”). In the event that the Merger is not consummated, this Letter Agreement shall be void ab initio. Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or the First Letter Amendment, as applicable.

1. 409A Amendment. You agree that your Employment Agreement, as amended by the First Letter Amendment, will be hereby amended as follows:

     Notwithstanding anything to the contrary in your Employment Agreement or in the First Letter Amendment, if, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to you pursuant to Section 1 of the First Letter Amendment (the “Severance Payments”) is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) if provided at the time otherwise required under Section 1 of the First Letter Amendment, then:

     (a) Payment of the Severance Payments shall be delayed until the date that is six months after the date of your “separation from service” (as such term is defined under Section 409A) with the Company, or such shorter period that, in the

opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payment Delay Period”).

     (b) The Severance Payments that are subject to the Payment Delay Period shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during the Payment Delay Period, as compounded semi-annually.

     For the avoidance of doubt, in the event that upon the advice of its counsel, the Company determines that the Severance Payments shall not be subject to a Payment Delay Period, then the full amount of the Severance Payments will be paid to you in lump sum on or prior to the 30^th day following the date of your termination of employment.

2.	Employment and Option Agreements. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment Agreement and the First Letter Amendment shall remain in full force and effect.
3.	Further Assurances. You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

[signature page follows]

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,

/s/ SCOTT BONTEMPO 

Name: Scott Bontempo

Title: Senior Vice President - Human Resources

Agreed and Accepted:

/s/ GEORGE A. BURNETT 

George A. Burnett

EX-10.2

Exhibit 10.2

198 Inverness Drive West
Englewood, CO 80112

December 19, 2005

Scott A. Pomeroy
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re: 409A Amendment to Amended and Restated Employment Agreement

     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to amend the terms of your continued employment with the Company to address the impact of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Letter Agreement constitutes an amendment to that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company, R.H. Donnelley Corporation (“Donnelley”) and Forward Acquisition Corp., a wholly owned subsidiary of Donnelley (the “Merger Agreement”). In the event that the Merger is not consummated, this Letter Agreement shall be void ab initio. Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or the First Letter Amendment, as applicable.

1. 409A Amendment. You agree that your Employment Agreement, as amended by the First Letter Amendment, will be hereby amended as follows:

     Notwithstanding anything to the contrary in your Employment Agreement or in the First Letter Amendment, if, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to you pursuant to Section 1 of the First Letter Amendment (the “Severance Payments”) is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) if provided at the time otherwise required under Section 1 of the First Letter Amendment, then:

     (a) Payment of the Severance Payments shall be delayed until the date that is six months after the date of your “separation from service” (as such term is defined under Section 409A) with the Company, or such shorter period that, in the

opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payment Delay Period”).

     (b) The Severance Payments that are subject to the Payment Delay Period shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during the Payment Delay Period, as compounded semi-annually.

     For the avoidance of doubt, in the event that upon the advice of its counsel, the Company determines that the Severance Payments shall not be subject to a Payment Delay Period, then the full amount of the Severance Payments will be paid to you in lump sum on or prior to the 30^th day following the date of your termination of employment.

2.	Employment and Option Agreements. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment Agreement and the First Letter Amendment shall remain in full force and effect.
3.	Further Assurances. You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

[signature page follows]

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,

/s/ SCOTT BONTEMPO 

Name: Scott Bontempo

Title: Senior Vice President - Human Resources

Agreed and Accepted:

/s/ SCOTT A. POMEROY 

Scott A. Pomeroy

EX-10.3

Exhibit 10.3

198 Inverness Drive West
Englewood, CO 80112

December 19, 2005

[Executive]
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re: 409A Amendment to Amended and Restated Employment Agreement

     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) to amend the terms of your continued employment with the Company to address the impact of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). This Letter Agreement constitutes an amendment to that certain [Amended and Restated] Employment Agreement, dated as of [July 15, 2004] (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A and the regulations and other Treasury Department guidance promulgated thereunder. This Letter Agreement shall be effective immediately prior to the consummation of the transactions (the “Merger”) evidenced by that certain Agreement and Plan of Merger by and among the Company, R.H. Donnelley Corporation (“Donnelley”) and Forward Acquisition Corp., a wholly owned subsidiary of Donnelley (the “Merger Agreement”). In the event that the Merger is not consummated, this Letter Agreement shall be void ab initio. Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or the First Letter Amendment, as applicable.

1. 409A Amendment. You agree that your Employment Agreement, as amended by the First Letter Amendment, will be hereby amended as follows:

     Notwithstanding anything to the contrary in your Employment Agreement or in the First Letter Amendment, if, upon the advice of its counsel, the Company determines that any payments or benefits to be provided to you pursuant to Section 1 of the First Letter Amendment (the “Severance Payments”) is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) if provided at the time otherwise required under Section 1 of the First Letter Amendment, then:

     (a) Payment of the Severance Payments shall be delayed until the date that is six months after the date of your “separation from service” (as such term is defined under Section 409A) with the Company, or such shorter period that, in the opinion of such counsel, is sufficient to avoid the imposition of 409A Taxes (the “Payment Delay Period”).

     (b) The Severance Payments that are subject to the Payment Delay Period shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the short-term Applicable Federal Rate published by the Internal Revenue Service that is applicable during the Payment Delay Period, as compounded semi-annually.

     For the avoidance of doubt, in the event that upon the advice of its counsel, the Company determines that the Severance Payments shall not be subject to a Payment Delay Period, then the full amount of the Severance Payments will be paid to you in lump sum on or prior to the 30^th day following the date of your termination of employment.

2.	Employment and Option Agreements. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment Agreement and the First Letter Amendment shall remain in full force and effect.
3.	Further Assurances. You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

[signature page follows]

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,

Name:

Title:

Agreed and Accepted:

[Executive]

EX-10.4

Exhibit 10.4

198 Inverness Drive West
Englewood, CO 80112

December 19, 2005

Mr. Robert M. Neumeister, Jr.
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re: Payment Made in Cancellation of Certain Payments due under the Retirement and General Release Agreement

     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) in consideration for the cancellation of certain payments due to you under Section 3.2 of that certain Retirement and General Release Agreement, made and entered into as of October 5, 2005, by and between the Company and you (the “Retirement Agreement”). This Letter Agreement is intended to comply in good faith with Section 409A of the Internal Revenue Code and the regulations and other Treasury Department guidance promulgated thereunder (including, without limitation, the transition rules set forth in the Preamble to Prop. Treas. Reg. Section 1.409A and IRS Notice 2005-1).

     You hereby acknowledge and agree that payment by the Company to you of a lump sum amount equal to $1,096,875 on or before December 31, 2005 (the “Payment”) shall fully satisfy any and all obligations of the Company to you pursuant to Section 3.2 of the Retirement Agreement and the Company shall have no further obligations to you pursuant to Section 3.2 of the Retirement Agreement and no further obligations to make any severance payments to you pursuant to the Retirement Agreement or otherwise.

     You and the Company hereby acknowledge and agree that, except for the cancellation of the Company’s obligations under Section 3.2 of the Retirement Agreement as provided herein, the Retirement Agreement shall remain in full force and effect, including, but not limited to, Article 4 (Release) and the Payment shall be considered among the covenants undertaken by the Company in exchange for such release.

     You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

[signature page follows]

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,

/s/ SCOTT BONTEMPO 

Name: Scott Bontempo

Title: Senior Vice President - Human Resources

Agreed and Accepted:

/s/ ROBERT M. NEUMEISTER, JR. 

Robert M. Neumeister, Jr.

EX-10.5

Exhibit 10.5

198 Inverness Drive West
Englewood, CO 80112

December 19, 2005

Ms. Marilyn B. Neal
c/o Dex Media, Inc.
198 Inverness Drive West
Englewood, CO 80112

Re: Payment Made in Cancellation of Certain Payments

     This Letter Agreement confirms the understanding reached between you and Dex Media, Inc., a Delaware corporation (together with any successor thereto, the “Company”) with respect to amounts payable to you in consideration of the cancellation of certain payments due to you under that certain Amended and Restated Employment Agreement, dated as of July 15, 2004 (the “Employment Agreement”), as amended by that certain letter agreement between you and the Company, dated October 2, 2005 (the “First Letter Amendment”). This Letter Agreement is intended to comply in good faith with Section 409A of the Internal Revenue Code and the regulations and other Treasury Department guidance promulgated thereunder (including, without limitation, the transition rules set forth in the Preamble to Prop. Treas. Reg. Section 1.409A and IRS Notice 2005-1). Capitalized terms used in this Letter Agreement and not defined herein shall have the meaning given such terms in the Employment Agreement or the First Letter Amendment, as applicable.

     In accordance with Section 2 of the First Letter Amendment, you have given notice to the Company that you will resign your employment with the Company without Good Reason, effective December 31, 2005.

     You hereby acknowledge and agree that payment by the Company to you of a lump sum amount equal to $1,379,781 on or before December 31, 2005 (the “Payment”), subject to your execution of a waiver and release of claims, shall fully satisfy any and all obligations of the Company to you pursuant to Sections 1, 2(a) and 2(b) of the First Letter Amendment and the Company shall have no further obligations to you pursuant to such Sections 1, 2(a) and 2(b) and no further obligations to you with respect to severance payments under the First Letter Amendment, the Employment Agreement or otherwise.

     You and the Company hereby acknowledge and agree that, except for the cancellation of the Company’s obligations under Sections 1, 2(a) and 2(b) of the First Letter Amendment as provided herein, the First Letter Amendment and the Employment Agreement shall remain in full force and effect, including, but not limited to, the restrictive covenants set forth in Section 6, 7 and 8 of the Employment Agreement.

     You and the Company agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the terms of this Letter Agreement.

     Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Delaware and may be executed in several counterparts.

Very truly yours,

/s/ SCOTT BONTEMPO 

Name: Scott Bontempo

Title: Senior Vice President - Human Resources

Agreed and Accepted:

/s/ MARILYN B. NEAL 

Marilyn B. Neal