exv10w4



 





Exhibit 10.4





	 	 	 	 	 
	 

	 		 	
198 Inverness Drive West
Englewood, CO 80112






December 19, 2005




Mr. Robert M. Neumeister, Jr.

c/o Dex Media, Inc.

198 Inverness Drive West

Englewood, CO 80112





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





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



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



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



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



[signature page follows]




 









 








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



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 
	 	/s/ SCOTT BONTEMPO 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name: Scott Bontempo	 	 
	 

	 	Title: Senior Vice President - Human Resources	 	 






	 	 	 	 	 
	 

	 	Agreed and Accepted:
	 	 
	 
	 	 	 	 
	 
	 	/s/ ROBERT M. NEUMEISTER, JR. 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Robert M. Neumeister, Jr.