EXHIBIT 10.11


                 NON-COMPETITION AND NON-SOLICITATION AGREEMENT

         This Non-Competition and Non-Solicitation Agreement (this "Agreement")
is entered into as of November 8, 2002 (the "Effective Date") by and between SGN
LLC, a Delaware limited liability company ("Dexter Publisher"), GPP LLC, a
Delaware limited liability company ("Rodney Publisher"), and Dex Holdings LLC, a
Delaware limited liability company ("Buyer" and together with Dexter Publisher
and Rodney Publisher, the "Buyer Parties"), on the one hand, and Qwest
Corporation, a Colorado corporation ("QC"), Qwest Communications International
Inc., a Delaware corporation ( "QCII"), and Qwest Dex, Inc., a Colorado
corporation ("Dex" and, collectively with QC and QCII, the "Qwest Parties"), on
the other hand. Capitalized terms not otherwise defined herein will have the
meanings assigned to such terms in Article 1.

                                    RECITALS

         A. Dex, QCII, Qwest Services Corporation ("QSCI") and Buyer have
entered into that certain Purchase Agreement dated as of August 19, 2002 (the
"LLC Purchase Agreement"), pursuant to which Dex has agreed, subject to the
terms and conditions set forth therein, to: (i) contribute certain of its assets
and liabilities to Dexter Publisher; and (ii) sell all of the outstanding
limited liability company interests of Dexter Publisher to Buyer following such
contribution.

         B. In connection with the LLC Purchase Agreement, Dex, QCII, QSC and
Buyer entered into that certain Purchase Agreement, dated of even date therewith
(the "LLC II Purchase Agreement"), pursuant to which Dex has agreed, subject to
the terms and conditions set forth therein, to: (i) contribute certain of its
assets and liabilities to Rodney Publisher; and (ii) sell all of the outstanding
limited liability company interests of Rodney Publisher to Buyer following such
contribution.

         C. Sections 7.2(g) and 7.3(f) of the LLC Purchase Agreement provide
that the obligations of Dex, QSC, QCII and Buyer to consummate the First Closing
are subject, among other things, to the execution and delivery of this
Agreement.

         D. Concurrently with executing this Agreement, Publisher and QC are
executing the Publishing Agreement, pursuant to which QC is, among other things,
designating Publisher as its exclusive official publisher of Directory Products
within certain of its Service Areas, subject to the terms and conditions set
forth therein.

         E. The parties have agreed to establish certain non-competition and
non-solicitation covenants, as more fully described in this Agreement.

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                                   AGREEMENT

         In consideration of the foregoing recitals and the mutual promises and
covenants contained herein, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

         1.1 General Rules of Construction. For all purposes of this Agreement:
(i) the terms defined in this Agreement include the plural as well as the
singular; (ii) all references in this Agreement to designated "Articles,"
"Sections" and other subdivisions are to the designated Articles, Sections and
other subdivisions of the body of this Agreement; (iii) pronouns of either
gender or neuter include, as appropriate, the other pronoun forms; (iv) the
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section or other
subdivision; (v) "or" is not exclusive; (vi) "including" and "includes" will be
deemed to be followed by "but not limited to" and "but is not limited to,"
respectively; (vii) any definition of or reference to any law, agreement,
instrument or other document herein will be construed as referring to such law,
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified; and (viii) any definition of or reference to
any statute will be construed as referring also to any rules and regulations
promulgated thereunder.

         1.2 Definitions. The following definitions will apply within this
Agreement.

         "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified Person. The term "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with") means the
possession of the power to direct the management and policies of the referenced
Person through ownership of 50% or more of the voting power or economic
interests in the referenced Person.

         "Agreement" has the meaning set forth in the introductory paragraph of
this Agreement.

         "Applicable Buyer Successors" has the meaning set forth in Section 3.2.

         "Applicable Qwest Successors" has the meaning set forth in Section 2.2
(a).

         "Business Day" means any day other than a Saturday, a Sunday or a day
on which banks in New York, New York or Denver, Colorado are authorized or
obligated by law or executive order to close.

         "Buyer" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Buyer Parties" has the meaning set forth in the introductory paragraph
of this Agreement.

         "Buyer Restricted Activities" has the meaning set forth in Section 3.1.


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         "Change of Control" means: (i) an acquisition by any Person or group of
Persons of the voting stock of the referenced Person in a transaction or series
of transactions, if immediately thereafter such acquiring Person or group has,
or would have, beneficial ownership of more than 50% of the combined voting
power of the referenced Person's then outstanding voting stock, including any
such acquisition by way of a merger, consolidation or reorganization (including
under the Bankruptcy Code), or series of such related transactions, involving
the referenced Person; or (ii) a sale, assignment or other transfer of all or
substantially all of the referenced Person's; or (iii) a confirmation of any
plan of reorganization or liquidation under, or sale of assets pursuant to, the
Bankruptcy Code, any out-of-court recapitalization or reorganization transaction
or exchange offer, in any case in which more than fifty-one percent (51%) of
such Person's outstanding equity securities are issued in exchange for all or a
significant portion of such Person's outstanding debt or other securities, or a
deed in lieu of foreclosure or any other remedy or right at law or contract by
which substantially all of such Person's equity securities or assets are
surrendered, assigned or otherwise transferred to another Person.

         "Confidentiality Agreement" means that certain Confidentiality
Agreement between Welsh, Carson, Anderson & Stowe IX, L.P. and QSC, dated as of
April 22, 2002.

         "Covenant Cure Period" has the meaning set forth in Section 5.1(b).

         "Dex" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Dex Region" means the territory comprised of the seven states of
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming subject to
additions thereto and deletions therefrom pursuant to the terms of the
Publishing Agreement.

         "Dexter Publisher" has the meaning set forth in the introductory
paragraph of this Agreement.

         "Directory Product" means a telephone directory product or service
consisting principally of searchable (e.g., by alphabet letter or category of
products or services) multiple telephone listings and classified advertisements
that is delivered or otherwise made available to end users in tangible media
(e.g., paper directories, CD-ROM), electronic media (e.g., Internet) or digital
media (e.g., PDA download).

         "Effective Date" has the meaning set forth in the introductory
paragraph of this Agreement.

         "First Closing" means the Closing as defined in and pursuant to the LLC
Purchase Agreement;

         "First Closing Date" means the date of the First Closing.

         "Governmental Entity" means any government or any agency, bureau,
board, commission, court, department, official, political subdivision, tribunal
or other instrumentality of any government, whether federal, state or local,
domestic or foreign.

         "IP Contribution Agreement" means that certain Intellectual Property
Contribution Agreement of even date herewith by and between Publisher, QCII and
Dex, as the same may be amended, modified or supplemented from time to time.


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         "LLC Purchase Agreement" has the meaning set forth in the Recitals of
this Agreement, as the same may be amended, modified or supplemented from time
to time.

         "LLC II Purchase Agreement" has the meaning set forth in the Recitals
of this Agreement, as the same may be amended, modified or supplemented from
time to time.

         "Material Default" means, with respect to either party, a breach of any
material term, condition, covenant or obligation of this Agreement that is so
material and continuing that it has the effect of abrogating such party's
performance and the other party's enjoyment of the benefits under this Agreement
taken as a whole, including an uncured breach by a Qwest Party of Section
2.2(a).

         "Pay Stations Agreement" means that certain Public Pay Stations
Agreement of even date herewith by and between QC and Publisher, as the same may
be amended, modified or supplemented from time to time.

         "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.

         "Primary Directories" has the meaning set forth in the Publishing
Agreement.

         "Publisher" means (i) from and after the First Closing Date and until
the Second Closing Date (if such date occurs), Dexter Publisher only, and (ii)
from and after the Second Closing Date (if such date occurs), Dexter Publisher
together with Rodney Publisher.

         "Publisher Liquidated Damages" has the meaning set forth in Section
6.2(a).

         "Publisher Region" means: (i) from and after the First Closing Date,
the territory comprised of the seven states of Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota and the city of El Paso,
Texas; and (ii) from and after the Second Closing Date, the foregoing territory
together with the territory comprising the Dex Region, both subject to additions
thereto and deletions therefrom pursuant to the terms of the Publishing
Agreement.

         "Publishing Agreement" means that certain Publishing Agreement for
Official Listings/Directories of even date herewith by and between the Qwest
Parties and Publisher, as the same may be amended, modified or supplemented from
time to time.

         "QC" has the meaning set forth in the introductory paragraph of this
Agreement.

         "QCII" has the meaning set forth in the introductory paragraph of this
Agreement.

         "QSC" has the meaning set forth in the Recitals of this Agreement.

         "Qwest Parties" has the meaning set forth in the introductory paragraph
of this Agreement.

         "Qwest Restricted Activities" has the meaning set forth in Section 2.1.


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         "Remediable Breach" has the meaning set forth in Section 5.1(b).

         "Restricted Activity Notice" has the meaning set forth in Section
5.1(a).

         "Rodney Publisher" has the meaning set forth in the introductory
paragraph of this Agreement.

         "Second Closing" means the Closing as defined in and pursuant to the
LLC II Purchase Agreement;

         "Second Closing Date" means the date of the Second Closing.

         "Second Closing" means the Closing as defined in and pursuant to the
LLC II Purchase Agreement; "Second Closing Date" means the date of the Second
Closing.

         "Separation Agreement" means that certain Separation Agreement dated as
of even date herewith by and among the Buyer Parties, Dex and QCII, as the same
may be amended, modified or supplemented from time to time.

         "Service Area(s)" means those geographic areas in which QC provides
local telephone service, as described in the Publishing Agreement.

         "Service Area Default" has the meaning set forth in Section 6.2(b).

         "Service Area Default Liquidated Damages" has the meaning set forth in
Section 6.2(b).

         "Trademark License Agreement" means that certain Trademark License
Agreement of even date herewith by and between QCII and Publisher, as the same
may be amended, modified or supplemented from time to time.

         "Voice Portal Directory" means a telephone directory product or service
that the user accesses through an interactive voice portal.

                                   ARTICLE II
                        QWEST NON-COMPETITION COVENANTS

         2.1 Restrictions. Subject to the exclusions, exceptions and limitations
expressly set forth in this Agreement, and without limiting any restriction with
respect to the Qwest Parties' use of trademarks and trade names as set forth in
the IP Contribution Agreement, the Qwest Parties agree that they will not, will
not act as a sales agent on behalf of, or enter into a joint venture, strategic
alliance, product bundling, revenue sharing or similar arrangement with, a third
Person in order to, and will cause their Affiliates not to, publish, market,
sell or distribute any Directory Products, in each case to the extent both: (i)
consisting principally of listings and classified advertisements for subscribers
in the Publisher Region; and (ii) directed primarily at end users in the
Publisher Region ("Qwest Restricted Activities"); provided, however, that if the
Publishing Agreement terminates with respect to any Service Area(s) (thereby
causing the definition of Publisher Region to exclude such Service Area(s)), or
the Pay Stations Agreement terminates with respect to any Pay Stations (as
defined in the Pay Stations Agreement), the obligations and restrictions of this
Section 2.1 will no longer apply with respect to such Service Area(s) and will
no longer apply with respect to such Pay Stations (i.e ., will not apply to
publishing


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or acquiring from a third party an alternative Directory Product for placement
in such Pay Station), as applicable, without limiting the continued application
of such obligations and restrictions with respect to the remaining Service Areas
and Pay Station.

         2.2 Successor Restrictions.
             ----------------------

         (a) Subject to the exclusions, exceptions and limitations expressly set
forth in this Agreement, following a Change of Control of any Qwest Party
whereby such Qwest Party is no longer directly bound as a party to this
Agreement (e.g., because the Change of Control is a sale or transfer of assets
or is the result of a transaction pursuant to which the successor, surviving or
acquiring entity (the "Applicable Qwest Successor(s)") does not automatically
succeed to the obligations of such party by operation of law) the Applicable
Qwest Successor(s) will, and such Qwest Party agrees to cause such entity to,
agree in writing (whether as part of the acquisition agreement that provides for
Publisher to be a third party beneficiary or in a separate agreement) to assume
this Agreement on substantially similar terms as are then in effect hereunder.

         (b) Subject to the exclusions, exceptions and limitations expressly set
forth in this Agreement, if QC exits Service Area(s) in the Publisher Region as
a result of (i) a sale, assignment or other transfer of access lines, (ii) a
merger or other business combination transaction with a Person in respect of
access lines, or (iii) any other agreement with any third Person pursuant to
which such Person will provide local telephone service in lieu of QC in such
Service Area(s), and, in any of the foregoing cases, such event does not
constitute a Change of Control: (A) QC will require the acquiring Person to
agree in writing (whether as part of the acquisition agreement with QC that
provides for Publisher to be a third party beneficiary or in a separate
agreement) to assume this Agreement to the extent of the relevant Service
Area(s) (i.e., that all references to the Publisher Region will mean the
relevant Service Area(s)) on substantially similar terms as are then in effect
hereunder (except that Publisher will be required to comply with such Person's
reasonable branding requirements as in effect from time to time with respect to
such Person's trademarks and other relevant intellectual property); and (B)
Publisher will not be released from its obligations under this Agreement.

         2.3 Exceptions and Limitations.
             --------------------------

         (a) The Qwest Parties and any Applicable Qwest Successors and its
Affiliates will be deemed not to have engaged in Qwest Restricted Activities
with respect to marketing and sales by non-employee sales agents if the Qwest
Parties or any Applicable Qwest Successors or its Affiliates use their
respective commercially reasonable efforts, including establishing reasonable
procedures, to restrict the activities of their respective agents and other
distribution parties from engaging in Qwest Restricted Activities.

         (b) The Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and its Affiliates will have no restrictions on
the publication, marketing, sale or distribution of Directory Products directed
principally at end-users outside the Publisher Region using any brand, other
than the brands "Dex" or any combination mark of "Dex" including "QwestDext",
each of which may only be used prior to the Second Closing Date (or if the
Second Closing does not occur) in the Dex Region under a license from Publisher.


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         (c) Nothing contained in this Agreement will prohibit the Qwest Parties
or any Applicable Qwest Successors or its Affiliates from publishing or
distributing White Pages (as defined in the Publishing Agreement) to the extent
permitted or required in the event of a Publishing Order (as defined in the
Publishing Agreement), subject and pursuant to the terms and conditions of
Section 3.14 of the Publishing Agreement.

         (d) Nothing contained in this Agreement will restrict any Applicable
Qwest Successor from continuing to publish, market, sell or distribute (on its
own behalf or on behalf of any third Person) Directory Products in those Service
Area(s) in the Publisher Region in which it was conducting any such business at
the date of execution of the agreement(s) pursuant to which such Change of
Control or disposition transaction occurs; provided, however, that such
Applicable Qwest Successor: (i) may not materially expand the geographic scope
of such Directory Products within such Service Area(s); and (ii) beginning with
the publication of any Directory Product that is printed or otherwise
distributed more than fifteen (15) months after the Change of Control or
disposition transaction is consummated, the Applicable Qwest Successor may not
brand any such Directory Product with the brand used by QC or any successor of
QC that is an incumbent local exchange carrier in the Publisher Region in its
capacity as the incumbent local exchange carrier in the Service Area(s) covered
by such Directory Product.

         (e) The restrictions in Section 2.1 will cease to apply to any Qwest
Party (and its Affiliates) other than QC at such time as such Qwest Party is no
longer an Affiliate of QC or any successor of QC.

         (f) Nothing contained in this Agreement will prohibit the Qwest Parties
and any Applicable Qwest Successors (in each case together with their respective
Affiliates) from holding and making passive investments in securities of any
Person whose securities are publicly traded in a generally recognized market,
provided that the Qwest Parties' and any Applicable Qwest Successors' respective
equity interest therein does not exceed five percent (5%) of the outstanding
shares or interests in such Person and the Qwest Parties or the Applicable Qwest
Successors (and their respective Affiliates) have no effective control of
management or policies of such Person.

         (g) Without limiting any restriction with respect to the Qwest Parties'
use of trademarks and trade names as set forth in the IP Contribution
Agreement, the Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and its Affiliates will have no restrictions
with respect to any Voice Portal Directory.

         (h) The Buyer Parties acknowledge and agree that the Qwest Parties and
any Applicable Qwest Successors and their Affiliates will have no restrictions
on the publication, marketing, sale or distribution of Directory Products
directed principally at end-users in those geographic areas within the Publisher
Region in which Publisher is not QC's exclusive official publisher pursuant to
clause (ii) of the third sentence of Section 3.10(a) of the Publishing Agreement
because after the Effective Date QC becomes the incumbent local exchange carrier
in such geographic area as a result of an acquisition of the stock or assets of,
or via a merger or other business combination transaction with, the Person
previously providing local phone service in that geographic area as the
incumbent local exchange carrier.


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                                  ARTICLE III
                        BUYER NON-COMPETITION COVENANTS

         3.1 Restrictions. Subject to the exclusions, exceptions and limitations
expressly set forth in this Agreement, and without limiting any restriction with
respect to the Buyer Parties' use of trademarks and trade names as set forth in
the Trademark License Agreement or Exhibit C to the Publishing Agreement, until
the Second Closing Date or, if the Second Closing Date does not occur, until the
termination of this Agreement pursuant to Section 6.3, the Buyer Parties agree
that they will not, will not act as an agent on behalf of, or enter into a joint
venture or strategic alliance with, a third Person in order to, and will cause
their Affiliates not to, publish, market, sell or distribute any Directory
Products, in each case to the extent both: (i) consisting principally of
listings and classified advertisements for subscribers in the Dex Region; and
(ii) directed primarily at end users in the Dex Region using any of the brands
"Qwest", "QwestDex" or "Dex" ("Buyer Restricted Activities"); provided,
however, that if the Publishing Agreement terminates with respect to any Service
Area(s) (thereby causing the definition of Dex Region to include such Service
Area(s)), or the Pay Stations Agreement terminates with respect to any Pay
Stations (as defined in the Pay Stations Agreement), the obligations and
restrictions of this Section 3.1 will then apply with respect to such Service
Area(s) or Pay Stations, as applicable.

         3.2 Successor Obligations. Subject to the exclusions, exceptions and
limitations expressly set forth in this Agreement, following a Change of Control
of any Buyer Party, the acquiring, surviving or successor entity (the
"Applicable Buyer Successors") will, and such Buyer Party agrees to cause such
entity to agree in writing (whether as part of the acquisition agreement with
the Buyer Party that provides for QC to be a third party beneficiary or in a
separate agreement) to assume this Agreement and be bound, with respect to
itself and its Affiliates, by the restrictions contained herein to the same
extent as the applicable Buyer Party.

         3.3 Exceptions and Limitations.
             --------------------------

         (a) The Buyer Parties and any Applicable Buyer Successors will be
deemed not to have engaged in Buyer Restricted Activities with respect to
marketing and sales by non-employee sales agents if the Buyer Parties or any
Applicable Buyer Successors use their respective commercially reasonable
efforts, including establishing reasonable procedures, to restrict the
activities of their respective agents and other distribution parties from
engaging in Buyer Restricted Activities.

         (b) Nothing contained in this Agreement will restrict any Affiliate of
a Buyer Party or of an Applicable Buyer Successor to the extent that such
Affiliate: (i) is not operated jointly with, under common management with or
does not share facilities, sales personnel or other key employees with
Publisher; (ii) is not consolidated financially with Publisher; (iii) does not
have a product bundling or similar joint venture or strategic alliances
agreement, arrangement or product offering with Publisher with respect to Buyer
Restricted Activities; or (iv) does not have a revenue- sharing or similar
agreement arrangement with Publisher with respect to Buyer Restricted
Activities.


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         (c) Nothing contained in this Agreement will prohibit the Buyer Parties
or any Applicable Buyer Successors (in each case together with their respective
Affiliates) from holding and making passive investments in securities of any
Person whose securities are publicly traded in a generally recognized market,
provided that the Buyer Parties' and any Applicable Buyer Successors respective
equity interest therein does not exceed five percent (5%) of the outstanding
shares or interests in such Person and the Buyer Parties and any Applicable
Buyer Successors (and their respective Affiliates) have no effective control
over management or policies of such Person.

         (d) Without limiting any restriction with respect to the Buyer Parties'
use of trademarks and trade names as set forth in the Trademark License
Agreement or Exhibit C to the Publishing Agreement, the Qwest Parties
acknowledge and agree that the Buyer Parties and any Applicable Buyer Successors
and its Affiliates will have no restrictions with respect to any Voice Portal
Directory.

                                   ARTICLE IV
                           NON-SOLICITATION COVENANTS

         For a period of two (2) years from the Effective Date and except as
expressly contemplated in the Separation Agreement, none of the Qwest Parties or
the Buyer Parties will, without the prior written approval of the applicable
other party, directly or indirectly: (i) solicit for hire any employees of such
other party; (ii) induce any such employee of such other party to terminate
their relationship with such other party; or (iii) in the case of the Qwest
Parties, solicit for hire or hire any of Dex's senior management team from their
employment with Publisher. The foregoing will not apply to individuals hired as
a result of the use of an independent employment agency (so long as the agency
was not directed to solicit a particular individual) or as a result of the use
of a general solicitation (such as a newspaper advertisement or on radio or
television) not specifically directed to employees of any other party.

                                   ARTICLE V
                               DISPUTE RESOLUTION

         5.1 Notice, Cure and Escalation.
             ----------------------------

         (a) Notice. Each party will promptly notify the other of any activities
it believes violates any of its rights under Article 2, Article 3 or Article 4,
as applicable (a "Restricted Activity Notice"), which Restricted Activity
Notice must indicate whether such party reasonably believes the alleged or
threatened breach is capable of remedy. The party receiving the Restricted
Activity Notice will respond in writing within five (5) Business Days,
describing any objection to the matters described in the Restricted Activity
Notice (including any disagreement as to whether or not any such restricted
activities exist) or, if such matters are not objected to, describing its
intentions regarding remedy and the termination of the restricted activities.

         (b) Cure. If a breach or threatened breach of a party's obligations
pursuant to Article 2, Article 3 or Article 4, as applicable, is capable of
remedy (a "Remediable Breach"), and if such matters are not objected to in a
timely written response, the party receiving the Restricted Activity Notice



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will have ninety (90) days after receipt of such Restricted Activity Notice to
cure such Remediable Breach ("Covenant Cure Period"); provided, however, that
such Covenant Cure Period will be extended for such additional period of time as
will be reasonably necessary if such Remediable Breach is incapable of remedy
within the initial Covenant Cure Period, so long as during the initial Covenant
Cure Period the party receiving the Restricted Activity Notice diligently
endeavors to remedy such Remediable Breach, and if such extension would not
reasonably be expected to have a material adverse effect on the non-breaching
party. If the existence of a Remediable Breach is disputed in good faith and a
timely manner, but it is then determined pursuant to Section 5.1(c) or Section
5.2 that such Remediable Breach exists, the party receiving the Restricted
Activity Notice will then have thirty (30) days from the date of such
determination to cure such Remediable Breach; provided, however, that this will
not prevent any extension of the Covenant Cure Period as set forth above, if
applicable.

         (c) Escalation. If there is any continuing objection or dispute in
connection with a Restricted Activity Notice following the Covenant Cure Period,
if applicable, the parties will attempt in good faith to resolve such dispute
and determine the appropriate remedial action, as follows: (i) the dispute will
first be referred to a senior executive officer of QCII or QC and Publisher, as
applicable, for ten (10) Business Days of the submission of the dispute to them;
and (ii) if such senior executive officers are unable to resolve any such
dispute within ten (10) Business Days, then the parties will submit the dispute
to binding arbitration pursuant to Section 5.2 below and pursue such other
remedies as may be permitted pursuant to Article 6.

         5.2 Alternative Dispute Resolution. Any dispute, controversy or claim
arising under or related to this Agreement, regardless of the legal theory upon
which it is based, will be settled by final, binding arbitration pursuant to the
Federal Arbitration Act, 9 U.S.C. ss.. 1 et seq., in accordance with the
American Arbitration Association Commercial Arbitration Rules. Nothing herein
will, however, prohibit a party from seeking temporary or preliminary injunctive
relief in a court of competent jurisdiction. In any arbitration, the number of
arbitrators will be three, the Qwest Parties, on the one hand, and the Buyer
Parties, on the other hand, each having the right to appoint one arbitrator, who
will together appoint a third neutral arbitrator within thirty (30) days after
the appointment of the last party-designated arbitrator. All arbitration
proceedings will take place in Denver, Colorado. The arbitrators will be
entitled to award monetary and equitable relief, including specific performance
and other injunctive relief; provided, however, that only damages allowed
pursuant to this Agreement may be awarded (including Publisher Liquidated
Damages and Service Area Default Liquidated Damages, but otherwise excluding
consequential, punitive or other special damages). Except as otherwise expressly
provided in this Section 5.2, each party will bear the expenses of its own
counsel and will jointly bear the expenses of the arbitrators. The arbitrators
will allocate the remaining costs of the arbitration proceeding. The parties
agree that the arbitrators will include, as an item of damages, the costs of
arbitration, including reasonable legal fees and expenses, incurred by the
prevailing party if the arbitrators determine that either (i) the non-prevailing
party did not act in good faith when disputing its liability hereunder to the
prevailing party or when initiating a claim against the prevailing party, or
(ii) the prevailing party has had to resort to arbitration with respect to a
substantially similar claim (whether or not with respect to the same Service
Area) more than twice in any thirty-six (36) month period. Should it become
necessary to resort or respond to court proceedings to enforce a party's
compliance with this Section 5.2, such proceedings will be brought only in

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the federal or state courts located in the State and County of New York,
which will have exclusive jurisdiction to resolve any disputes with respect to
this Agreement, with each party irrevocably consenting to the jurisdiction
thereof. If the court directs or otherwise requires compliance herewith, then
all costs and expenses, including reasonable attorneys' fees incurred by the
party requesting such compliance, will be reimbursed by the non-complying party
to the requesting party.

                                   ARTICLE VI
                            REMEDIES AND ENFORCEMENT

         6.1 Remedies. If any breaching party fails to cure any breach or
threatened breach after notice thereof and, if applicable, expiration of the
Covenant Cure Period, the non-breaching party will have the following rights and
remedies, each of which will be independent of the other and severally
enforceable, and all of which will be in addition to and not in lieu of any
other rights and remedies available to such party under law or in equity (except
as provided in Section 6.2):

         (a) Injunctive Relief. Each party recognizes and agrees that a breach
or threatened breach of any of such party's obligations pursuant to Article 2,
Article 3 or Article 4, as applicable, would cause irreparable harm to the other
party and its Affiliates, that such party's remedies at law in the event of such
breach or threatened breach would be inadequate, and that, accordingly in the
event of such breach, a restraining order or injunction or both may be issued
against the breaching party, in addition to, and not in lieu of, any other right
or remedy that may be available to the other party, without posting any bond or
other form of security and without the necessity of proving actual damages. In
connection with any such action or proceeding for injunctive relief, each party
hereby waives the claim or defense that a remedy at law alone is adequate and
agrees, to the maximum extent permitted by law, to have each provision of this
Section 6.1 specifically enforced against if it is the breaching party, and
consents to the entry of injunctive relief against if it is the breaching party,
enforcing or restraining any breach or threatened breach of its obligations
under this Agreement.

         (b) Accounting. The right and remedy to require the breaching party to
account for and pay over to the non-breaching direct damages caused by the
breaching party as a result of the actions constituting a breach, as determined
pursuant to Section 5.2, of such party's obligations pursuant to Article 2,
Article 3 or Article 4, as applicable.

         6.2 Liquidated Damages.
             ------------------

         (a) Publisher's Liquidated Damages. The parties acknowledge and agree
that:

              (i) Publisher would not have entered into the LLC Purchase
         Agreement and the LLC II Purchase Agreement, if QC had not
         simultaneously agreed to be bound by this Agreement and the Publishing
         Agreement and that QC's performance of this Agreement and the
         Publishing Agreement form a significant part of the benefit that
         Publisher intends to realize in entering into the LLC Purchase
         Agreement and the LLC II Purchase Agreement;

              (ii) the amount of damages (including direct, indirect and
         consequential) that Publisher would incur as a result of a Material
         Default


                                       11
<page>


         would be substantial and significant, and would likely include, among
         other things, significant lost profits and opportunity costs; and

              (iii) because there are many variables that could affect the
         amount of such damages, quantifying the amount of such damages would be
         impossible at this time.

Therefore, in order to reasonably approximate the probable damages to Publisher
stemming from a Material Default that remains uncured after the applicable
dispute resolution and cure period as provided for in Article 5, and to provide
certainty to the parties with respect to such damages, each of the Parties
agrees that, in the event of (i) a Material Default or (ii) any formal
repudiation or rejection of this Agreement by QC (except in such cases where a
Qwest Party is entitled to terminate this Agreement pursuant to the terms and
conditions hereof), Publisher will be entitled to receive a payment from QC (the
"Publisher Liquidated Damages") equal to the following amount: (A) prior to the
Second Closing or following the termination of the LLC II Purchase Agreement,
thirty percent (30%) of the Closing Purchase Price set forth in the LLC Purchase
Agreement (as adjusted by any agreed post-closing adjustment) less the amounts,
if any, paid to Publisher by or on behalf of QC pursuant to Section 6.2(b); or
(B) following the Second Closing, thirty percent (30%) of the sum of the Closing
Purchase Price set forth in each of the LLC Purchase Agreement and the LLC II
Purchase Agreement (each as adjusted by any agreed post-closing adjustment) less
the aggregate amount, if any, paid to Publisher by or on behalf of QC pursuant
to Section 6.2(b).

         (b) Service Area Default Liquidated Damages. In order to reasonably
approximate the probable damages to Publisher stemming from a breach of Section
2.2(b) or a Material Default by one or more of the Qwest Parties with respect to
a particular Service Area (a "Service Area Default"), each of the parties agree
that, in the event of a Service Area Default that remains uncured after the
applicable dispute resolution and cure period as provided for in Article 5, the
Buyer Parties will be entitled to receive a payment from the Qwest Parties (each
of whom will be jointly and severally liable for such payment) (the "Service
Area Default Liquidated Damages") equal to the following amount: the product of
(i) a fraction, the numerator of which is the population in the Service Area(s)
reflected in the most recently completed United States Census, and the
denominator of which is the population in the Publisher Region as so reflected,
times (ii) thirty percent (30%) of (A) the Closing Purchase Price set forth in
the LLC Purchase Agreement (as adjusted by any post-closing adjustment pursuant
thereto) if the Service Area Default occurs prior to the Second Closing or
following the termination of the LLC II Purchase Agreement or (B) the sum of the
Closing Purchase Price set forth in each of the LLC Purchase Agreement and the
LLC II Purchase Agreement (each as adjusted by any post-closing adjustment
pursuant thereto) if the Service Area Default occurs following the Second
Closing.

         (c) Additional Acknowledgements. Each party acknowledges and agrees
that:

              (i) as set forth in subsections (a) and (b) above, the Publisher
         Liquidated Damages and the Service Area Default Liquidated Damages are
         intended to be a reasonable measure of the anticipated probable harm
         resulting from, respectively, a Material Default and a Service Area
         Default;


                                       12
<page>


              (ii) the parties acknowledge that the damages actually incurred by
         Publisher (including actual, direct, indirect, consequential, special
         and other damages) might exceed or be less than the amount of the
         Publisher Liquidated Damages or the Service Area Default Liquidated
         Damages, as applicable;

              (iii) neither the Publisher Liquidated Damages nor the Service
         Area Default Liquidated Damages is a penalty of any kind; and

              (iv) the Publisher Liquidated Damages and the Service Area Default
         Liquidated Damages were negotiated at arms-length between parties of
         equal bargaining power, both of which were represented by competent
         counsel.

         (d) Waiver. QC hereby waives, to the extent permitted by applicable
law, any defense as to the validity of, respectively, the Publisher Liquidated
Damages and the Service Area Default Liquidated Damages in this Agreement and
the Publishing Agreement on the grounds that such Publisher Liquidated Damages
or Service Area Default Liquidated Damages are void as penalties.

         (e) In Lieu of Actual Damages. Each party agrees that the Publisher
Liquidated Damages and the Service Area Default Liquidated Damages will be in
lieu of actual, direct, indirect, consequential, special or other damages for,
respectively, a Material Default and a Service Area Default and the collection
of such Publisher Liquidated Damages or Service Area Default Liquidated Damages,
as applicable, is the sole remedy of Publisher in the event of a Material
Default or Service Area Default and, upon exercise, constitutes an election to
terminate this Agreement as a whole (in connection with Publisher Liquidated
Damages) or with respect to the applicable Service Area(s) (in connection with
Service Area Default Liquidated Damages).

         (f) In Lieu of Liquidated Damages Under Publishing Agreement. The
parties agree that the Publisher Liquidated Damages and Service Area Default
Liquidated Damages provided in this Agreement may only be exercised by Publisher
in lieu of, and not in addition to, the liquidated damages provisions contained
in the Publishing Agreement and that such remedies are exclusive of and not
cumulative with one another. Under no circumstances will Publisher be entitled
to receive Publisher Liquidated Damages or Service Area Default Liquidated
Damages, as applicable, under both this Agreement and the Publishing Agreement
no will Publisher be entitled to receive Publisher Liquidated Damages on more
than one occasion.

         (g) Enforceability. Notwithstanding (d) above, if any portion of this
Section 6.2 is held to be unenforceable for any reason, it will be adjusted
rather than voided, if possible, to achieve the intent of the parties. All other
provisions of this Section 6.2 will be deemed valid and enforceable to the
extent possible. Moreover, if this Section is deemed unenforceable, QC
acknowledges that Publisher has in no way waived a right or claim to receive
damages resulting from a Material Default or a Service Area Default, as
applicable; provided, however. that Publisher will not be entitled to receive
damages in the aggregate in excess of the Publisher Liquidated Damages or
Service Area Default Liquidated Damages, as applicable, to which Publisher would
have been entitled had the provisions of this Section 6.2 been fully enforced.



                                       13
<page>

         6.3 Term and Termination.
             --------------------

         (a) This Agreement will remain in effect until the forty (40) year
anniversary of the Effective Date, unless earlier terminated in whole or in part
as provided herein.

         (b) If the Publishing Agreement terminates in accordance with its
terms, either party may terminate this Agreement immediately.

         (c) If there is a Restricted Activity Default (as defined in the
Publishing Agreement), or if there is an assignment or transfer of this
Agreement as contemplated by Section 7.6 which, if the terms of Section 6.2(d)
of the Publishing Agreement had been applied thereto (at the time of transfer or
any time thereafter, and excluding the last sentence thereof), would have been a
Restricted Activity Default, within any Service Area(s) that remains uncured
after the applicable dispute resolution and cure period as provided for in
Article 5, any Qwest Party may terminate the Qwest Parties' restrictions in
Article 2 and Article 4 with respect to all or a portion of such affected
Service Area(s). Notwithstanding the foregoing, if the Person providing
Telecommunications Services (as defined in the Publishing Agreement) with
respect to which the Restricted Activity Default is triggered is not a
Substantial Competitor of QC (which for this purpose a Substantial Competitor
will mean that such Person has a market share for business Telecommunications
Services of twenty percent (20%) or more in the Region or applicable Service
Area(s)), the restrictions in Article 2 and Article 4 will continue to apply
with respect to Directory Products prominently identified with the brand "Qwest"
(or any brand associated with the LEC).

         6.4 Acknowledgments. The parties expressly agree that the duration,
scope and geographic area of the restrictions set forth in Article 2, Article 3
and Article 4 are reasonable. Each of the parties acknowledges and agrees that
the covenants and restrictions above are necessary, fundamental and required for
the protection of their respective businesses, that such covenants and
restrictions relate to matters that are of a special, unique and extraordinary
value and that the parties would not enter into the LLC Purchase Agreement, the
LLC II Purchase Agreement or the transactions contemplated thereby without the
protection provided by this Agreement.

         6.5 Enforcement. The covenants set forth in Article 2, Article 3 and
Article 4 will be construed as divided in separate and distinct covenants with
respect to each jurisdiction. If any provision or covenant in this Agreement is
more restrictive than permitted by the laws of any jurisdiction in which either
party seeks enforcement hereof, such provision will be limited to the extent
required to permit enforcement under such laws. If, in any proceeding, a court
or arbitral panel refuses to enforce any of the separate covenants contained
herein, then such unenforceable covenant will be deemed eliminated from this
Agreement for the purpose of those proceedings to the extent necessary to permit
the remaining separate covenants to be enforced. If the provisions of this
Agreement are ever deemed to exceed the duration, geographical limitations or
scope permitted by applicable law, then such provisions will be reformed to the
maximum time or geographic limitations in scope, as the case may be, permitted
by applicable law.



                                       14
<page>


                                  ARTICLE VII
                                 MISCELLANEOUS

         7.1 Confidentiality. Each of the Qwest Parties and the Buyer Parties
agrees that all non-public, confidential information received from the other
party is deemed received pursuant to the Confidentiality Agreement, and each
party will, and will cause its representatives (as defined in the
Confidentiality Agreement) to, comply with the provisions of the Confidentiality
Agreement with respect to such information, and the provisions of the
Confidentiality Agreement are hereby incorporated by reference with the same
effect as if fully set forth herein. The obligations contained in this Section
7.1 will survive the termination or expiration of this Agreement for a period of
one (1) year.

         7.2 Further Assurances. Each party will take such other actions as any
other party may reasonably request or as may be necessary or appropriate to
consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.

         7.3 No Agency. Nothing in this Agreement, and no action of or inaction
by any of the parties, will be deemed or construed to constitute an agency
relationship between the parties. Each party is acting independently of the
other and neither party has the authority to act on behalf of or bind the other
party.

         7.4 Governing Laws; Compliance with Law. This Agreement and the legal
relations between the parties will be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
performed in such State and without regard to conflicts of law doctrines unless
certain matters are preempted by federal law.

         7.5 Amendments; Waivers. Except as expressly provided herein, this
Agreement and any attached Exhibit may be amended only by agreement in writing
of all parties. No waiver of any provision nor consent to any exception to the
terms of this Agreement will be effective unless in writing and signed by all
parties and then only to the specific purpose, extent and instance so provided.
No failure on the part of any party to exercise or delay in exercising any right
hereunder will be deemed a waiver thereof, nor will any single or partial
exercise preclude any further or other exercise of such or any other right.

         7.6 No Assignment. Neither this Agreement nor any rights or obligations
hereunder are assignable by one party without the express prior written consent
of the other party; provided, however, that: (i) either party may assign this
Agreement upon written notice to the other party to any of its Affiliates
without the consent of the other party if the assigning party requires such
Affiliate to agree in writing to assume this Agreement and the assigning party
remains liable for its obligations hereunder; (ii) a Change of Control of either
party will not be deemed to be an assignment of this Agreement, provided that if
the relevant party is no longer directly bound as a party to this Agreement
(e.g., because the Change of Control is a sale or transfer of assets or is the
result of a transaction pursuant to which the successor, surviving or acquiring
entity does not automatically succeed to the obligations of such party by
operation of law), the successor, surviving or acquiring entity is required to
agree in writing (whether as part of the acquisition agreement that provides for
the other party to be a third party beneficiary or in a separate agreement) to
assume this Agreement on


                                       15
<page>


substantially similar terms as are then in effect hereunder; and (iii) Publisher
may assign this Agreement as to the Primary Directories with respect to a
particular Service Area(s) to any person (other than an Affiliate of Publisher)
upon written notice to QC so long as Publisher will require the acquiring Person
to agree in writing (whether as part of the acquisition agreement with Publisher
that provides for QC to be a third party beneficiary or in a separate agreement)
to assume this Agreement to the extent of the relevant Service Area(s) (i.e.,
that all references to the Publisher Region will mean the relevant Service
Area(s)), and Publisher will have no rights or obligations under this Agreement
with respect to such Service Area(s).

         7.7 Notices. All notices, demands and other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given: (i) immediately when personally
delivered; (ii) when received by first class mail, return receipt requested;
(iii) one day after being sent by Federal Express or other overnight delivery
service; or (iv) when receipt is acknowledged, either electronically or
otherwise, ii sent by facsimile, telecopy or other electronic transmission
device. Notices, demands and communications to the other party will, unless
another address is specified by such party in writing, be sent to the address
indicated below:

         If to the Buyer Parties, addressed to:

         Dex Media East LLC
         198 Inverness Drive West, Eighth Floor
         Englewood, Colorado
         Attention: Chief Executive Officer
         Fax: (303) 784-1964

         AND

         Dex Holdings LLC
         c/o The Carlyle Group
         520 Madison Avenue
         41st Floor
         New York, New York 10022
         Attention: James A. Attwood, Jr.
         Fax: (212) 381-4901

         With a copy to (which will not constitute notice):

         Welsh, Carson, Anderson & Stowe
         320 Park Avenue
         Suite 2500
         New York, New York 10022
         Attention: Anthony J. de Nicola
         Fax: (212) 893-9548

         AND


                                       16
<page>


         Latham & Watkins
         885 Third Avenue
         Suite 1000
         New York, New York 10022
         Attention: R. Ronald Hopkinson, Esq.
         Fax: (212) 751-4864

         If to the Qwest Parties, addressed to:

         Qwest Corporation
         1801 California Street
         Denver, Colorado 80202
         Attention: General Counsel
         Fax: (303) 296-5974

         AND

         Qwest Communications International Inc.
         1801 California Street
         Denver, Colorado 80202
         Attention: General Counsel
         Fax: (303) 296-5974

         With a copy to (which will not constitute notice):

         O'Melveny & Myers LLP
         1999 Avenue of the Stars, Suite 700
         Los Angeles, California 90067
         Attention: Steven L. Grossman, Esq.
         Fax: (310) 246-6779

         7.8 Entire Agreement. This Agreement, including any Exhibits attached
hereto and the Commercial Agreements (as defined in the LLC Purchase Agreement),
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements and understandings of the
parties in connection therewith.

         7.9 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, to achieve the intent of the parties. All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.

         7.10 Headings. The descriptive headings of the Articles, Sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.


                                       17
<page>


         7.11 Counterparts. This Agreement and any amendment hereto or any other
agreement delivered pursuant hereto may be executed in one or more counterparts
and by different parties in separate counterparts. All counterparts will
constitute one and the same agreement and will become effective when one or more
counterparts have been signed by each party and delivered to the other party.


         7.12 Successors and Assigns; No Third Party Beneficiaries. This
Agreement is binding upon and will inure to the benefit of each party and their
respective successors or assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other Person or Governmental Entity any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.

         7.13 Representation by Counsel; Interpretation. The parties each
acknowledge that it has been represented by counsel in connection with this
Agreement. Accordingly, any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the party
that drafted it has no application and is expressly waived. The provisions of
this Agreement will be interpreted in a reasonable manner to effect the intent
of the parties.

                  [Remainder of Page Intentionally Left Blank]


                                       18
<page>


         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.

                              QWEST CORPORATION

                              By: /s/ Yash A. Rana
                                  ----------------------------------------------
                              Name:  Yash A. Rana
                              Title: Vice President

                              QWEST COMMUNICATIONS INTERNATIONAL INC

                              By: /s/ Yash A. Rana
                                  ----------------------------------------------
                              Name:  Yash A. Rana
                              Title: Vice President

                              QWEST DEX, INC.

                              By: /s/ George Burnett
                                  ----------------------------------------------
                              Name:  George Burnett
                              Title: President

                              SGN LLC

                              By: QWEST DEX, INC., its sole member

                              By: /s/ George Burnett
                                  ----------------------------------------------
                              Name:  George Burnett
                              Title: President

                              GPP LLC

                              By: QWEST DEX, INC., its sole member

                              By: /s/ George Burnett
                                  ----------------------------------------------
                              Name:  George Burnett
                              Title: President

                              DEX HOLDINGS LLC

                              By: /s/ James A. Attwood, Jr.
                                  ----------------------------------------------
                              Name:  James A. Attwood, Jr.
                              Title: Managing Director

                                      S-l