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                                                                   EXHIBIT 10.11

                             FIRST AMENDMENT TO THE
                             AGREEMENT AMONG MEMBERS
                               (DEX HOLDINGS LLC)

                  The Agreement Among Members (Dex Holdings LLC) (the
"Agreement") was originally executed on November 8, 2002. Section 6(c) of the
Agreement allows the parties thereto to amend the Agreement in certain respects
by written instrument. Therefore, effective as of September 8, 2003, the
Agreement is amended as follows:

                  1.       The preamble to the Agreement is hereby amended in
its entirety to read as follows:

                           "THIS AGREEMENT AMONG MEMBERS (this "Agreement") is
         made and effective as of November 8, 2002, by and among Carlyle
         Partners III, L.P., a Delaware limited partnership ("CP III"),
         Carlyle-Dex Partners L.P., a Delaware limited partnership ("Carlyle
         Coinvest I"), Carlyle-Dex Partners II L.P., a Delaware limited
         partnership ("Carlyle Coinvest II" and, together with CP III and
         Carlyle Coinvest I, the "Carlyle Holders"), and Welsh, Carson, Anderson
         & Stowe IX, L.P., a Delaware limited partnership ("Welsh Carson IX"),
         and WD Investors LLC, a Delaware limited partnership ("WCAS Coinvest I"
         together with Welsh Carson IX, the "WCAS Holders") (the Carlyle Holders
         and the WCAS Holders, collectively, the "Members," and each
         individually a "Member"), Dex Holdings LLC, a Delaware limited
         liability company ("Company"), Dex Media, Inc., a Delaware corporation,
         Dex Media East, Inc., a Delaware corporation, Dex Media East LLC, a
         Delaware limited liability company, Dex Media West, Inc., a Delaware
         corporation and Dex Media West LLC, a Delaware limited liability
         company, together with each subsequently acquired or formed, direct or
         indirect Subsidiary of the Company (collectively, "Dex Media
         Entities")."

                  2.       Section 2(a) of the Agreement is hereby amended in
its entirety to read as follows:

                           "Each of the Members agrees to (i) vote (at any
         regular or special meeting of the Members or via written consent) all
         its Percentage Interest then Beneficially Owned by it (whether so
         Beneficially Owned as of the date hereof or hereafter acquired) in
         favor of, or otherwise to consent to, and (ii) to cause the applicable
         Nominees (as hereinafter defined) to take all actions necessary and
         appropriate (whether by vote or consent or otherwise) to cause, the
         election of the persons nominated in accordance with Section 2(b)
         hereof (the "Nominees") to the Dex Holdings LLC Board of Directors (the
         "Company Board"), Dex Media, Inc. Board of Directors (the "Dex Media
         Board"), the Dex Media East, Inc. Board of Directors (the "Dex Media
         East Board"), the Dex Media East LLC Board of Directors (the "Dex East
         Board"), the Dex Media West, Inc. Board of Directors (the "Dex Media
         West Board"), the Dex Media West LLC Board of Directors (the "Dex West
         Board") and to each of the Board of Directors (or comparable governing
         bodies) for each other Dex Media Entity (collectively, the "Dex Media
         Entities Boards")."

                                  * * * * * * *

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         IN WITNESS WHEREOF, the Members have caused this First Amendment to the
Agreement to be to be effective as of September 9, 2003.

                           CARLYLE HOLDERS

                           CARLYLE PARTNERS III, L.P.

                                 By:      TC Group III, L.P.,
                                          its General Partner

                                 By:      TC Group III, L.L.C.,
                                          its General Partner

                                 By:      TC Group, L.L.C.,
                                          its Managing Member

                                 By:      TCG Holdings, L.L.C.,
                                          its Managing Member

                                 By:               /s/ Daniel A. D'Aniello
                                          -----------------------------------
                                          Name:    Daniel A. D'Aniello
                                          Title:   Managing Director

                           CARLYLE-DEX PARTNERS L.P.

                                 By:      TC Group III, L.P.,
                                          its General Partner

                                 By:      TC Group III, L.L.C.,
                                          its General Partner

                                 By:      TC Group, L.L.C.,
                                          its Managing Member

                                 By:      TCG Holdings, L.L.C.,
                                          its Managing Member

                                 By:              /s/ Daniel A. D'Aniello
                                          -----------------------------------
                                          Name:   Daniel A. D'Aniello
                                          Title:  Managing Director

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                           CARLYLE-DEX PARTNERS II L.P.

                                 By:      TC Group III, L.P.,
                                          its General Partner

                                 By:      TC Group III, L.L.C.,
                                          its General Partner

                                 By:      TC Group, L.L.C.,
                                          its Managing Member

                                 By:      TCG Holdings, L.L.C.,
                                          its Managing Member

                                 By:              /s/ Daniel A. D'Aniello
                                          -----------------------------------
                                          Name:    Daniel A. D'Aniello
                                          Title:   Managing Director

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                           WCAS HOLDERS

                           WELSH, CARSON, ANDERSON & STOWE IX, L.P.

                                 By:      WCAS IX Associates, LLC
                                          as its General Partner

                                 By:             /s/ Anthony J. de Nicola
                                          --------------------------------------
                                          Name:  Anthony J. de Nicola
                                          Title: Managing Member

                           WD INVESTORS LLC

                                 By:      WCAS IX Associates, LLC,
                                          as its General Partner

                                 By:             /s/ Anthony J. de Nicola
                                          --------------------------------------
                                          Name:  Anthony J. de Nicola
                                          Title: Managing Member

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                           DEX HOLDINGS LLC

                                 By:             /s/ Sanjay Swani
                                          -----------------------------------
                                          Name:  Sanjay Swani
                                          Title: Co-Senior Vice President and
                                                 Managing Director

                           DEX MEDIA, INC.

                                 By:             /s/ Frank Eichler
                                          -----------------------------------
                                          Name:  Frank Eichler
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

                           DEX MEDIA EAST, INC.

                                 By:             /s/ Frank Eichler
                                          -----------------------------------
                                          Name:  Frank Eichler
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

                           DEX MEDIA EAST LLC

                                 By:             /s/ Frank Eichler
                                          -----------------------------------
                                          Name:  Frank Eichler
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

                           DEX MEDIA WEST, INC.

                                 By:             /s/ Frank Eichler
                                          -----------------------------------
                                          Name:  Frank Eichler
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

                           DEX MEDIA WEST LLC

                                          By:          s/ Frank Eichler
                                                 -------------------------------
                                          Name:  Frank Eichler
                                          Title: Co-Senior Vice President and
                                                 Managing Director