##### 



Exhibit 10.20
 IDEARC INC. LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
2007-2009 AWARD CYCLE
  1. Purpose of Agreement.
 2. Agreement.
 3. Contingency.
 4. Number of Units.




---



##### 



5. Vesting.
 General.
  General times times
 Definitions.
 (i)
    
    Total Weighted TSR shall be equal to (i) 80% of the compound
average growth rate of the S&P Midcap 400 TSR during the Award Cycle, plus (ii)
20% of the compound average growth rate of the RHD TSR during the Award Cycle.(ii)
    
    Idearc Total TSR shall be equal to the compound average
growth rate of Idearcs TSR during the Award Cycle.(iii)
    
    Performance Attainment shall be expressed as a percentage
(rounded to one decimal place)that is equal to the quotient derived by dividing
the Idearc Total TSR by the Total Weighted TSR .(iv)
    
    LTI Percentage Payout shall be an amount (between 0 and 150%)
as determined by the Committee for the award cycle as provided in the table
below; provided, that if the Performance Attainment includes a fraction
of a percentage point, the corresponding LTI Percentage Payout set forth in the
table below shall be increased to give effect to such fraction by increasing
such LTI Percentage Payout by a percentage equal to the product of
 2




---



##### 



a.
    
    the Performance
Attainment fraction (e.g.,.1, .2, .3, etc.) multiplied byb.
    
    the difference between
such LTI Percentage Payout and the next highest LTI
Percentage Payout set forth in the table below.
  Performance
    
    LTI Percentage
    
    Performance
    
    LTI PercentageAttainment
    
    Payout
    
    Attainment
    
    PayoutBelow 90%
    
    0%
    
    98%
    
    80%90%
    
    25%
    
    99%
    
    90%91%
    
    30%
    
    100%
    
    100%92%
    
    35%
    
    101%
    
    108%93%
    
    40%
    
    102%
    
    116%94%
    
    45%
    
    103%
    
    124%95%
    
    50%
    
    104%
    
    132%96%
    
    60%
    
    105%
    
    140%97%
    
    70%
    
    106% and above
    
    150%
 (v)
    
    TSR or Total Shareholder Return shall mean the change in the price of a
share of common stock from the beginning of a period (as measured by the closing
price of a share of such stock on the last trading day preceding the beginning of
the period) until the end of such period (the Measurement Period)(as measured by
the closing price of a share of such stock on the last trading day of the period),
adjusted to reflect the reinvestment of dividends (if any) through the purchase of
common stock and as may be necessary to take into account stock splits or other
events similar to those described in Section 4.3 of the Plan. Measurement Periods
may vary between and/or during an Award Cycle, and may or may not be coextensive
with the Award Cycle.
 (c) Three-Year Continuous Employment Requirement.
 (d) Transfer.
 3




---



##### 



6. Payment. times
 7. Early Cancellation/Accelerated Vesting of Performance Units
 (a) Retirement Before July 1, 2007, Voluntary Separation On or Before December 31, 2009 or
Discharge for Cause On or Before December 31, 2009.
   (b) Retirement After June 30, 2007, Involuntary Termination Without Cause On or Before December
31, 2009, Termination Due to Death or Disability On or Before December 31, 2009.
   4




---



##### 



Change in Control.
    5




---



##### 



8. Shareholder Rights.
 6




---



##### 



9. Revocation or Amendment of Agreement
 10. Assignment.
 11. Beneficiary
 12. Other Plans and Agreements.
 13. Related Company.
 14. Employment Status.
 15. Withholding.
 7




---



##### 



16. Committee Authority.
 17. Successors
 18. Construction.
 19. Defined Terms
 20. Execution of Agreement.
 21. Confidentiality.
 22. Applicable Law.
 8




---



##### 



23. Notice
 24. Dispute Resolution.
 General.
   Internal Dispute Resolution Procedure
 9




---



##### 



Arbitration.
   10




---



##### 



25. Additional Remedies.
       11




---



##### 



12




---



##### 



SIGNATURE PAGE
  IDEARC INC.By:  Participant 13




---



##### 



IDEARC INC. LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
2007-2009 AWARD CYCLE
 EXHIBIT 1
 Participant: [here insert name of participant]
 Performance Units Granted: [here insert # of Performance Units]




---



##### 



IDEARC INC. LONG-TERM INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
2007-2009 AWARD CYCLE
 EXHIBIT A  COVENANTS
 1. Noncompetition
 Prohibited Conduct
   Competitive Activities
 2. Interference With Business Relations
 A-1




---



##### 



3. Return Of Property; Intellectual Property Rights
 A-2




---



##### 



4. Proprietary And Confidential Information
 5. Definitions
 6. Agreement to Covenants.
 A-3