Exhibit 10.1

STOCK OPTION PLAN  OF  DEX MEDIA, INC.

Dex Media, Inc., a Delaware corporation (the "Company"), hereby adopts this Stock Option Plan of Dex
Media, Inc. The purposes of this Plan are as follows:

(1)   To
further the growth, development and financial success of the Company and its Subsidiaries (as defined herein), by providing additional incentives to Employees,
Consultants and Independent Directors (as such terms are defined below) of the Company and its Subsidiaries who have been or will be given responsibility for the management or administration of the
Company's (or one of its Subsidiaries') business affairs, by assisting them to become owners of Common Stock, thereby benefiting directly from the growth, development and financial success of the
Company and its Subsidiaries.

(2)   To
enable the Company (and its Subsidiaries) to obtain and retain the services of the type of professional, technical and managerial Employees, Consultants and
Independent Directors considered essential to the long-range success of the Company (and its Subsidiaries) by providing and offering them an opportunity to become owners of Common Stock
under Options, including, in the case of certain employees, Options that are intended to qualify as "incentive stock options" under Section 422 of the Code (as defined herein).

ARTICLE I.
DEFINITIONS

Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular
pronoun shall include the plural where the context so indicates.

Section 1.1"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.

Section 1.2"Board" shall mean the Board of Directors of the Company.

Section 1.3"Code" shall mean the Internal Revenue Code of 1986, as
amended.

Section 1.4"Committee" shall mean the Committee appointed as provided
in Section 6.1.

Section 1.5"Common Stock" shall mean the common stock, par value
$0.01 per share, of the Company.

Section 1.6"Company" shall mean Dex Media, Inc., a Delaware
corporation. In addition, "Company" shall mean any corporation assuming, or issuing new employee stock options in substitution for, Incentive Stock Options outstanding under the Plan in a transaction
to which Section 424(a) of the Code applies.

Section 1.7"Consultant" shall mean any consultant or adviser if:



---



Section 1.8"Corporate Event" shall mean, as determined by the
Committee (or by the Board, in the case of Options granted to Independent Directors) in its sole discretion, any transaction or event described in Section 7.1(a) or any unusual or nonrecurring
transaction or event affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate of the Company, including, but not limited to, the consummation of
the Dex West Transaction, or any change in applicable laws, regulations, or accounting principles..

Section 1.9"Dex West Transaction" shall mean the transaction
contemplated by that certain Rodney Purchase Agreement dated as of August 19, 2002 entered into by and among Qwest Dex, Inc., Qwest Services Corporation, Qwest Communications
International, Inc. and Dex Holdings LLC.

Section 1.10"Director" shall mean a member of the Board.

Section 1.11"Eligible Representative" for an Optionee shall mean such
Optionee's personal representative or such other person as is empowered under the deceased Optionee's will or the then applicable laws of descent and distribution to represent the Optionee hereunder.

Section 1.12"Employee" shall mean, with respect to any entity, any
employee of such entity (as defined in accordance with the regulations and revenue rulings then applicable under Section 3401(c) of the Code).

Section 1.13"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

Section 1.14"Fair Market Value" of a share of Common Stock as of a
given date shall be:



Section 1.15"Incentive Stock Option" shall mean an Option that
conforms to the applicable provisions of Section 422 of the Code and that is designated as an Incentive Stock Option by the Committee.

Section 1.16"Independent Director" shall mean a member of the Board
who is not an Employee of the Company or any of its Subsidiaries.

Section 1.17"Initial Public Offering" shall mean the first issuance
by the Company of any class of common equity securities that is required to be registered (other than on a Form S-8) under Section 12 of the Exchange Act.

Section 1.18"Non-Qualified Stock Option" shall mean an
Option which is not an "incentive stock option" within the meaning of Section 422 of the Code.

Section 1.19"Officer" shall mean an officer of the Company, as
defined in Rule 16a-l(f) under the Exchange Act, as such Rule may be amended from time to time.

2

---

Section 1.20"Option" shall mean an option granted under the Plan to
purchase Common Stock. An Option shall, as determined by the Committee, be either an Incentive Stock Option or a Non-Qualified Stock Option;provided,
however,that any Option granted to an individual who is not an Employee of the Company or one of its Subsidiaries shall be a Non-Qualified Stock Option.

Section 1.21"Optionee" shall mean an Employee, Consultant or
Independent Director to whom an Option is granted under the Plan.

Section 1.22"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.

Section 1.23"Plan" shall mean this Stock Option Plan of Dex
Media, Inc., as amended from time to time.

Section 1.24"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.

Section 1.25"Rule 16b-3" shall mean that certain
Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time.

Section 1.26"Securities Act" shall mean the Securities Act of 1933,
as amended.

Section 1.27"Stock Option Agreement" shall have the meaning set forth
in Section 4.1

Section 1.28"Stockholders Agreement" shall mean an agreement by and
between the Optionee and the Company which contains certain restrictions and limitations applicable to the shares of Common Stock acquired upon Option exercise (and/or to other shares of Common Stock,
if any, held by the Optionee during the term of such agreement), the terms of which shall be determined by the Board in its discretion.

Section 1.29"Subsidiary" of any entity shall mean any corporation in
an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.30"Termination of Consultancy" shall mean the time when the
engagement of an Optionee as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death
or retirement, but excluding a termination where there is a simultaneous commencement of employment with the Company or any Subsidiary. The Committee, in its sole discretion, shall determine the
effect of all matters and questions relating to Termination of Consultancy.

Section 1.31"Termination of Directorship" shall mean the time when an
Optionee who is an Independent Director ceases to be a Director for any reason, including but not by way of limitation, a termination by resignation, failure to be elected or appointed, death or
retirement. The Board, in its sole discretion, shall determine the effect of all matters and questions relating to Termination of Directorship.

Section 1.32"Termination of Employment" shall mean the time when the
employee-employer relationship between an Optionee and the Company (or one of its Subsidiaries) is terminated for any reason, with or without cause, including, but not by way of limitation, a
termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company (or one of its Subsidiaries). The Committee shall
determine the effect

3

---

of
all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good
cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment;provided, however,that, with respect to
Incentive Stock Options, a leave of absence shall constitute a Termination of Employment if, and to the extent that, such leave of absence interrupts employment for the purposes of
Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under Section 442(a)(2) of the Code.

ARTICLE II.
SHARES SUBJECT TO PLAN

Section 2.1    Shares Subject to Plan.The shares of stock subject to Options shall be shares of Common
Stock. Subject to Section 7.1, the aggregate number of such shares which may be issued upon exercise of Options shall not exceed 234,591 shares of Common Stock.

Section 2.2    Unexercised Options.If any Option (or portion thereof) expires or is canceled without having
been fully exercised, the number of shares subject to such Option (or portion thereof) but as to which such Option was not exercised prior to its expiration or cancellation may again be optioned
hereunder, subject to the limitations of Section 2.1.

ARTICLE III.
GRANTING OF OPTIONS

Section 3.1    Eligibility.Subject to Section 3.2, any (a) Employee of the Company or one of
its Subsidiaries; (b) Consultant; or (c) Independent Director shall be eligible to be granted Options.

Section 3.2    Qualification of Incentive Stock Options.Notwithstanding Section 3.1, no Incentive
Stock Option shall be granted to any person who is not an Employee of the Company or one of its Subsidiaries.

Section 3.3    Granting of Options to Employees and Consultants



4

---



Section 3.4    Granting of Option to Independent Directors



ARTICLE IV.
TERMS OF OPTIONS

Section 4.1    Stock Option Agreement.Each Option shall be evidenced by a written Stock Option Agreement,
which shall be executed by the Optionee and an authorized Officer of the Company and which shall contain such terms and conditions as the Committee (or the Board, in the case of Options granted to
Independent Directors) shall determine, consistent with the Plan. Stock Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such
Options as "incentive stock options" within the meaning of Section 422 of the Code.

Section 4.2    Exercisability of Options



5

---



Section 4.3    Option PriceThe price of the shares subject to each Option shall be set by the Committee (or
the Board, in the case of Options granted to Independent Directors);provided, however,that in the case of an Incentive Stock Option, the price per
share shall be not less than 100% of the Fair Market Value of such shares on the date such Option is granted; andprovided, further,that in the case of
an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company, the price per share shall
not be less than 110% of the Fair Market Value of such shares on the date such Incentive Stock Option is granted.

Section 4.4    Expiration of Options.No Option may be exercised to any extent by anyone after the first to
occur of the following events:



Section 4.5    At-Will Employment.Nothing in the Plan or in any Stock Option Agreement
hereunder shall confer upon any Optionee any right to continue in the employ of, or as a Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any way the rights of the
Company and any Subsidiary, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided
otherwise in a written agreement between the Optionee and the Company or any Subsidiary.

ARTICLE V.
EXERCISE OF OPTIONS

Section 5.1    Person Eligible to Exercise.During the lifetime of the Optionee, only he or she may exercise
an Option (or any portion thereof);provided, however,that the Optionee's Eligible Representative may exercise his or her Option during the period of
the Optionee's disability (as defined in Section 22(e)(3) of the Code) notwithstanding that an Option so exercised may not qualify as an Incentive Stock Option. After the death of the Optionee,
any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement, be exercised by his or her Eligible
Representative.

Section 5.2    Partial Exercise.At any time and from time to time prior to the time when the Option becomes
unexercisable under the Plan or the applicable Stock Option Agreement, the exercisable portion of an Option may be exercised in whole or in part;provided,
however,that the Company shall not be required to issue fractional shares and the Committee (or the Board, in the case of Options granted to Independent Directors) may, by the
terms of the Option, require any partial exercise to exceed a specified minimum number of shares.

Section 5.3    Manner of Exercise.An exercisable Option, or any exercisable portion thereof, may be
exercised solely by delivery to the corporate secretary of all of the following prior to the time when

6

---

such
Option or such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement:



Section 5.4    Conditions to Issuance of Stock Certificates.The shares of stock issuable and deliverable
upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. A certificate of shares
will be delivered to the Optionee at the Company's principal place of business within thirty days of receipt by the Company of the written notice and payment, unless an earlier date is agreed upon.
Notwithstanding the above, the Company shall not be required to issue or deliver any certificate or

7

---

certificates
for shares of stock purchased upon the exercise of any Option or portion thereof prior to fulfillment of all of the following conditions:



Section 5.5    Rights as Stockholders.The holder of an Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until such holder has signed a Stockholders Agreement and
certificates representing such shares have been issued by the Company to such holder.

Section 5.6    Transfer Restrictions.Shares acquired upon exercise of an Option shall be subject to the
terms and conditions of a Stockholders Agreement. In addition, the Committee (or the Board, in the case of
Options granted to Independent Directors), in its sole discretion, may impose further restrictions on the transferability of the shares purchasable upon the exercise of an Option as it deems
appropriate. Any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on the certificates evidencing such shares. The Committee may require the Employee
to give the Company prompt notice of any disposition of shares of stock, acquired by exercise of an Incentive Stock Option, within two years from the date of granting such Option or one year after the
transfer of such shares to such Employee. The Committee may direct that the certificates evidencing shares acquired by exercise of an Incentive Stock Option refer to such requirement.

ARTICLE VI.
ADMINISTRATION

Section 6.1    Committee.Prior to an Initial Public Offering, the Committee shall be the Compensation
Committee of the Board. Following an Initial Public Offering, if any, the full Board shall administer the Plan unless and until there is appointed a Compensation Committee (or another committee or a
subcommittee of the Board assuming the functions of the Committee under the Plan) that shall consist solely of two or more Independent Directors appointed by and holding office at the pleasure of the
Board, each of whom is both a "non-employee director" as defined by Rule 16b-3 and an "outside director" for purposes of Section 162(m) of the Code. Appointment
of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by
the Board in its sole discretion. Any action required or permitted to be taken by the Committee hereunder or under any Stock Option Agreement may be taken by the Board.

Section 6.2    Delegation of Authority.The Committee may, but need not, from time to time delegate some or
all of its authority to grant Options under the Plan to a committee or subcommittee

8

---

consisting
of one or more members of the Committee or of one or more Officers of the Company;provided, however,that the Committee may not delegate its
authority to grant Options to individuals (a) who are subject on the date of the grant to the reporting rules under Section 16(a) of the Exchange Act, (b) whose compensation the
Committee determines is, or may become, subject to the deduction limitations set forth in Section 162(m) of the Code or (c) who are Officers of the Company who are delegated authority by
the Committee hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation, and the Committee may at any time rescind
the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 6.2 shall serve in such capacity at the pleasure of the Committee.

Section 6.3    Duties and Powers of the Committee.It shall be the duty of the Committee to conduct the
general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Options and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with respect to Options granted to Independent Directors. Any such interpretations and rules in regard to Incentive Stock
Options shall be consistent with the terms and conditions applicable to "incentive stock options" within the meaning of Section 422 of the Code. All determinations and decisions made by the
Committee under any provision of the Plan or of any Option granted thereunder shall be final, conclusive and binding on all persons.

Section 6.4    Compensation, Professional Assistance, Good Faith Actions.The members of the Committee shall
receive such compensation, if any, for their services hereunder as may be determined by the Board. All expenses and liabilities incurred by the members of the Committee or the Board in connection with
the administration of the Plan shall be borne by the Company. The Committee or the Board may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the
Company and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the
Committee and the Board in good faith shall be final and binding upon all Optionees, the Company and all other interested persons. No member of the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Board shall be fully protected by the Company in respect to any such action,
determination or interpretation.

ARTICLE VII.
OTHER PROVISIONS

Section 7.1    Changes in Common Stock; Disposition of Assets and Corporate Events



9

---



10

---



Section 7.2    Options Not Transferable.No Option or interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect;provided, however,that nothing in this
Section 7.2 shall prevent transfers by will or by the applicable laws of descent and distribution.

Section 7.3    Amendment, Suspension or Termination of the Plan.The Plan may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without stockholder approval within 12 months before or after such action
no action of the Board or the Committee may, except as provided in Section 7.1, increase any limit imposed in Section 2.1 on the maximum number of shares which may be issued on exercise
of Options, reduce the minimum Option price requirements of Section 4.3(a), or extend the limit imposed in this Section 7.3 on the period during which options may be granted. Except as
provided by Section 7.1, neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Option, alter or impair any rights or obligations under
any Option theretofore granted. No Option may be granted during any period of suspension nor after termination of the Plan, and in no event may any Option be granted under this Plan after the
expiration of ten years from the date the Plan is adopted by the Board.

Section 7.4    Effect of Plan Upon Other Option and Compensation Plans.The adoption of this Plan shall not
affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in this Plan shall be construed to limit the right of the Company or any Affiliate (a) to
establish any other forms of incentives or compensation for directors or employees of the Company (or any Affiliate); or (b) to grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in

11

---

connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.

Section 7.5    Approval of Plan by Stockholders.This Plan will be submitted for the approval of the
Company's stockholders within 12 months after the date of the Board's initial adoption of this Plan. No Option may be exercised to any extent by anyone unless and until the Plan is so approved
by the stockholders, and if such approval has not been obtained by the end of said 12-month period, the Plan and all Options theretofore granted shall thereupon be canceled and become null
and void.

Section 7.6    Titles.Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan.

Section 7.7    Conformity to Securities Laws.The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder to the extent the Company or any
Optionee is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Options shall be granted and may be exercised, only in such a manner
as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

Section 7.8    Governing Law.To the extent not preempted by federal law, the Plan shall be construed in
accordance with and governed by the laws of the state of Delaware.

Section 7.9    Severability.In the event any portion of the Plan or any action taken pursuant thereto shall
be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provisions had not been included, and the illegal or invalid action shall be null and void.

*
* * * *

I
hereby certify that the foregoing Plan was duly adopted by the Board of Directors of Dex Media, Inc. as of November 8, 2002.

Executed
as of February 27, 2003.

| |  | /s/GEORGE BURNETTOfficer
| |  | ------------------------

12

---

QuickLinks