<PAGE>

                             WORLDPAGES.COM, INC.
                        6801 GAYLORD PARKWAY, SUITE 300
                             DALLAS, TEXAS  75034


                                                                  April 26, 2001


Richard O'Neal
2400 Lakeview Drive
Amarillo, Texas 79109


Dear Mr. O'Neal:

     Reference is made to the Employment Agreement dated as of February 18,
1998 (the "Employment Agreement"), between you and Great Western Directories,
Inc., a Texas corporation ("Great Western").  Great Western is a wholly-owned
subsidiary of WorldPages.com, Inc. (the "Company").  This letter agreement
supersedes the Employment Agreement and the Employment Agreement shall
terminate and be of no further force and effect as of the date hereof.
Accordingly, we are pleased to provide the terms for your continued service
as Chairman of the Board of Directors (the "Board"), on the terms set forth
below.  This letter agreement will become effective on the date hereof (the
"Effective Date").

POSITION:                   You will remain as Chairman of the Board and the
                            Company will use its best efforts to cause you
                            to be re-elected as a director at any meeting of
                            the shareholders during the Term of this
                            Agreement. You shall devote such time,
                            attention, and energy to the business of the
                            Company as are reasonably necessary for you to
                            perform your duties as Chairman of the Board. In
                            no event shall you take any action inconsistent
                            with your relationship and responsibilities as a
                            Company director, or which is intended, or may
                            be reasonably expected, to harm the reputation,
                            business, prospects, or operations of the
                            Company. As of the Effective Date, you shall
                            resign from all positions with the Company other
                            than Chairman of the Board and a member of the
                            Board, including your position as Chief
                            Executive Officer of the Company.

TERM:                       Effective Date through February 18, 2002 (the
                            "Term").

COMPENSATION:               $80,000 per year, payable in equal bi-weekly
                            installments, subject only to such payroll and
                            withholding deductions as may be required by law
                            and other deductions applied generally to other
                            directors of the Company for any director
                            benefit



<PAGE>

                            plans.

BENEFITS:                   You shall receive the benefits that are awarded
                            under the Company's benefit plans during the
                            Term.

COMPLIANCE WITH COMPANY     Reference is made to the Amended and Restated Loan
AGREEMENTS                  Agreement, dated March 30, 2000, among the Company
                            and the financial institutions whose names
                            appear as lenders on the signature pages thereof
                            (the "Bank Agreement"). Reference is also made
                            to certain 5% Convertible Debentures due
                            February 23, 2006 issued by the Company (the
                            "Debentures" and together with the Bank
                            Agreement, the "Company Agreements"). In order
                            not to trigger (i) a "Change of Control", as
                            such term is defined in the Bank Agreement, (ii)
                            a "Change in Control Transaction", as such term
                            is defined in the Debentures or (iii) any other
                            default under applicable provisions of the
                            Company Agreements, you hereby agree that during
                            the Term you shall not (A) resign from the Board
                            or (B) sell more than 30% of the capital stock
                            of the Company that you hold as the "beneficial
                            owner" (as defined in Rule 13d-3 promulgated
                            under the Securities Exchange Act of 1934, as
                            amended), directly or indirectly, as of the
                            closing dates of the Company Agreements. Your
                            agreements under this paragraph shall be
                            terminated automatically to the extent that (i)
                            a "Change of Control", as such term is defined
                            in the Bank Agreement, (ii) a "Change in Control
                            Transaction", as such term is defined in the
                            Debentures and (iii) all other applicable
                            provisions of the Company Agreements, are
                            amended or terminated such that it would not
                            result in a "Change of Control" or "Change in
                            Control Transaction", as the case may be, or
                            default under the Company Agreements if you
                            resign as Chairman of the Board or sell shares
                            of the capital stock of the Company.

CONFIDENTIAL INFORMATION,   You recognize and acknowledge that you have had and
NON-COMPETITION AND NON-    will continue to have access to certain
SOLICITATION:               confidential information and trade secrets of the
                            Company ("Confidential Information"). Such
                            Confidential Information includes, but is not
                            limited to: customer names; contracts; products
                            purchased by customers; production capabilities
                            and processes; customer account and credit data;
                            referral sources; computer programs and
                            software; information relating to confidential
                            or secret designs, processes, formulae, plans,
                            devices, or materials of the Company; business
                            and marketing plans, confidential information
                            and trade secrets relating to the distribution
                            and marketing of the Company's products and
                            services; patents

                                       2

<PAGE>

                            pending; confidential characteristics of the
                            Company's products and services; customer
                            comments; troubleshooting requirements; product
                            and service development; market development;
                            manuals written by the Company; management,
                            accounting, and reporting systems, procedures,
                            and  programs; contracts, leases, marketing
                            agreements, sales, executive compensation
                            information, plans, and programs; marketing and
                            financial analysis, plans, research, programs,
                            and related information and data; forms,
                            agreements, and legal documents; regulatory and
                            supervisory reports; correspondence; statements;
                            corporate books and records; and other similar
                            information.

                            You acknowledge and agree that this Confidential
                            Information constitutes valuable, special, and
                            unique property of the Company.

                            You will not, at any time during or after the
                            Term or your affiliation with Company, disclose
                            any Confidential Information to any person,
                            firm, partnership, association, company,
                            corporation or other entity (collectively, a
                            "Person") for any reason or purpose.

                            The foregoing restrictions shall not apply to
                            (a) any information in your possession before
                            its disclosure to you by the Company; or (b)
                            information that is or shall lawfully be
                            published or become part of the public domain
                            through no act or omission on your part. The
                            Confidential Information disclosed to you under
                            this letter agreement is not within the
                            foregoing exceptions merely because such
                            information is embraced by more general
                            information in the public domain or in your
                            possession, or merely because portions thereof
                            are in the public domain or in your possession.

                            You hereby further agree that during the Term,
                            you will not, for yourself, or on behalf of any
                            other Person, engage in the sale or marketing of
                            yellow page publishing services or
                            telecommunication services in any city in which
                            the Company provides such services during the
                            Term; provided, however, that the foregoing
                            restrictions shall not apply to the provision of
                            Internet infrastructure services (including,
                            without limitation, online directories, content,
                            e-commerce, advertising and web site
                            production).

                            You hereby further agree that during the Term
                            and for a period of one (1) year thereafter, you
                            will not, for yourself, or on behalf of any
                            other Person, directly or indirectly induce or

                                       3

<PAGE>

                            attempt to influence any executive, officer,
                            director, consultant, agent, vendor, customer or
                            other Person related to the Company to terminate
                            his, her or its employment or association in any
                            manner whatsoever with the Company; provided,
                            however, that the foregoing restrictions shall
                            not apply to any such Person who terminates his,
                            her or its association with the Company on his,
                            her or its own initiative without any direct or
                            indirect solicitation by or encouragement from
                            you.

                            You understand and hereby acknowledge that, due
                            to the unique nature of the products and
                            services provided by the Company and the need
                            for sales personnel to have a relatively high
                            degree of technical knowledge concerning these
                            products and services, your association with the
                            Company will give you distinct and substantial
                            advantages for potential sales and management
                            activities concerning such products and
                            services. You further understand and hereby
                            acknowledge that because of the definition of
                            products and services covered by this letter
                            agreement, the highly specialized nature of
                            those products and services, the limited size
                            and number of business entities in the business
                            of developing and/or selling those products and
                            services, and the much more numerous
                            opportunities for you to work in your trade with
                            respect to products and services not covered by
                            this letter agreement, the limitations as to
                            time and geographic area contained in the two
                            immediately preceding paragraphs hereof are
                            reasonable and are not unduly onerous on you.
                            You therefore hereby agree that the limitations
                            as to time, geographic area, and scope of
                            activity contained in the two immediately
                            preceding paragraphs hereof do not impose a
                            greater restraint than is necessary to protect
                            the Confidential Information, goodwill, and
                            other business interests of the Company. You
                            also hereby agree that in light of the facts
                            acknowledged above, the substantial investment
                            of the Company in acquiring and developing its
                            business and providing special training to you,
                            and the certain and substantial harm that the
                            Company would suffer if you were to engage in
                            any of the activities described in the two
                            immediately preceding paragraphs hereof, the
                            Company's need for the protection afforded by
                            the two immediately preceding paragraphs hereof
                            is greater than any hardship you might
                            experience by complying with their terms. You
                            also hereby agree that, if any provision of the
                            covenants set forth in the two immediately
                            preceding paragraphs hereof is found to be
                            invalid in part or whole, the Company may elect,
                            but shall not be required, to have such
                            provision reformed, whether as to time,
                            geographic area, scope of activity, or
                            otherwise, as and to the

                                       4

<PAGE>

                            extent required for its validity under
                            applicable law, and, as so reformed, such
                            provisions shall be enforceable.

                            You hereby acknowledge that a violation or
                            attempted violation on your part of any
                            provision under the headings "Compliance with
                            Company Agreements" and "Confidential
                            Information, Non-Competition and
                            Non-Solicitation" hereof will cause irreparable
                            damage to the Company. Accordingly, in the event
                            of your breach or threatened breach of any of
                            the provisions under the heading "Confidential
                            Information, Non-Competition and Non-
                            Solicitation" hereof, you hereby agree that the
                            Company shall be entitled as a matter of right
                            to an injunction, out of any court of competent
                            jurisdiction, restraining any violation or
                            further violation of such agreements by you or
                            your agents, without showing any evidence of
                            actual monetary loss resulting from such breach,
                            including, but not limited to, restraining you
                            from using or disclosing, in whole or in part,
                            such Confidential Information or trade secrets;
                            rendering any services to any Person to whom any
                            of such information may have been disclosed or
                            is threatened to be disclosed; and/or violating
                            the non-competition or non-solicitation
                            provisions. Nothing herein shall be construed as
                            prohibiting the Company from pursuing any other
                            remedies available to it for such breach or
                            threatened breach, including the recovery of
                            damages and attorneys' fees from you.

TERMINATION:                This letter agreement shall terminate on the
                            occurrence of the earliest of: (i) the end of
                            the Term, (ii) your death or disability, (iii) a
                            Change of Control Event (as defined below), or
                            (iv) Termination for Cause (as defined below).
                            You will be entitled to that part of the
                            compensation and benefits described herein
                            through the day of termination of this letter
                            agreement. Termination of this letter agreement
                            shall not relieve you of any continuing
                            obligations which by the terms hereof expressly
                            survive such termination including, without
                            limitation, the confidentiality and
                            non-solicitation restrictions under the heading
                            "Confidential Information, Non-Competition and
                            Non-Solicitation" hereof and the return of
                            property restrictions under the heading "Return
                            of Property" hereof. For purposes of this
                            paragraph, a "Change of Control Event" shall
                            mean the occurrence of any of the following: i)
                            a merger, consolidation, reorganization, sale of
                            stock or other transaction involving the Company
                            or its stockholders (whether as a single
                            transaction or a series of related transactions,
                            a "Transaction") in which the holders of a
                            majority of the outstanding shares of the
                            Company's capital stock immediately prior to
                            such

                                       5

<PAGE>

                            Transaction, will not be the holders of a
                            majority of the outstanding shares of the
                            Company's capital stock, or of the entity or
                            entities surviving the Company, immediately
                            after such Transaction, or (ii) a sale of all,
                            or substantially all, of the Company's assets.
                            For purposes of this paragraph, "Termination for
                            Cause" shall mean the occurrence of any of the
                            following (i) your violation  in any material
                            respect of any provision of this letter
                            agreement, (ii) your commission of acts of fraud
                            or dishonesty against the Company, (iii) your
                            conviction of a crime other than a routine
                            traffic violation or (iv) your violation of any
                            Company policies as outlined in any Company
                            policy handbook. The Company shall deliver a
                            letter to you specifying the basis for a
                            Termination for Cause.

RETURN OF PROPERTY:         All data, drawings, documents, contracts,
                            computerized data, information printouts, and
                            tapes, tape recordings, documents, data,
                            accounting records, personnel files, computer
                            terminals, equipment, and other records and
                            written material prepared or compiled by you or
                            furnished to you during your association with
                            the Company shall be the sole and exclusive
                            property of the Company, and none of such data,
                            drawings or other records and written material,
                            or copies thereof, shall be retained by you upon
                            termination of this letter agreement. This
                            Company property shall not be removed from
                            Company premises without the Company's prior
                            written consent.

                            Upon termination of this letter agreement or
                            whenever requested by the Company, you
                            immediately shall deliver to the Company all of
                            the Company property or any of the Company's
                            documents in your possession or under your
                            control, including, but not limited to, all
                            documents or data, Confidential Information,
                            accounting records, computer terminals, data,
                            discs, printouts and tapes and accounting
                            machines provided by the Company. No copies of
                            any such data shall be retained by you.

NOTICES:                    Any notice required or permitted to be given under
                            this letter agreement shall be in writing and
                            addressed to you at 2400 Lakeview Drive,
                            Amarillo, Texas 79109, and to the Company, at
                            6801 Gaylord Parkway, Suite 300, Dallas, Texas
                            75034, Attention: Michael A. Pruss, or to such
                            other address as either party shall designate by
                            written notice to the other. Notices may be sent
                            by messenger or by registered or certified mail,
                            postage prepaid, addressed to the party or parties
                            to be notified, with return receipt requested.
                            Notices sent by messenger shall be deemed
                            received upon their actual receipt of the party
                            to whom they are directed. Notices sent by
                            registered or certified

                                       6

<PAGE>

                            mail shall be deemed received on the third day
                            following their deposit with the United States
                            Postal Service.

MISCELLANEOUS:              The rights and obligations of the Company under
                            this letter agreement shall inure to the benefit
                            of and shall be binding upon the successors and
                            assigns of the Company. This letter agreement
                            shall be binding upon you and your agents,
                            heirs, executors, administrators and legal
                            representatives. Your rights and obligations
                            hereunder shall not be assignable by you.

                            This letter agreement shall be governed by and
                            construed in accordance with the laws of the
                            State of Texas, without giving effect to the
                            choice of law provisions thereof.

                            This letter agreement may be executed in
                            multiple counterparts, each of which shall be
                            deemed an original and all of which shall
                            constitute one instrument.

                            This letter agreement contains the entire
                            agreement of the parties pertaining to the
                            subject matter hereof and supersedes all prior
                            agreements, understandings, negotiations and
                            discussions, whether oral or written, and there
                            are no other warranties, representations,
                            covenants or agreements among the Company and
                            you in connection with the subject matter hereof.

                            The waiver by the Company of a breach of any
                            provision of this letter agreement by you shall
                            not operate or be construed as a waiver by the
                            Company of any subsequent breach by you.

                            If a court of competent jurisdiction shall
                            adjudge to be invalid any clause, sentence,
                            subparagraph, paragraph or section of this
                            letter agreement, such judgment or decree shall
                            not affect, impair, invalidate, or nullify the
                            remainder of this letter agreement, but the
                            effect thereof shall be confined to the clause,
                            sentence, subparagraph, paragraph, or section so
                            adjudged to be invalid.





                                       7

<PAGE>

     Please indicate your acceptance of the terms of this letter agreement by
your signature below. Once signed by both parties, this letter agreement
shall be binding on both parties.

                                       Sincerely,


                                       WorldPages.com, Inc.


                                       By:  /s/ Michael A. Pruss
                                            --------------------
                                            Name:  Michael A. Pruss
                                            Title: Vice President and Chief
                                                   Financial Officer

Accepted and Agreed to
as of the date set forth above:

/s/ Richard O'Neal
------------------
Richard O'Neal