THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Dex Media, Inc. (DEX.X)

4/20/2005 Proxy Information

Mr. Attwood is a managing director of Carlyle and Mr. de Nicola is a general partner of WCAS. Carlyle and WCAS as a group control a majority of Dex Media’s common stock.

Dex Media East and Dex Media West are wholly owned indirect subsidiaries of Dex Media. Each of Dex Media East and Dex Media West is party to a Management Consulting Agreement with each of the Sponsors. Each agreement allows Dex Media East or Dex Media West, as applicable, to avail itself of the Sponsors’ expertise in areas such as corporate management, financial transactions, product strategy, investment, acquisitions and other matters that relate to such entity’s business, administration and policies. During 2004, Dex Media East and Dex Media West paid a total of $1.7 million and $3.8 million, respectively, to the Sponsors in advisory fees. In addition, in connection with the closing of Dex Media’s initial public offering in July 2004, each of Dex Media East and Dex Media West terminated the annual advisory fees payable under the Management Consulting Agreements with the Sponsors and each of Dex Media East and Dex Media West paid each of the Sponsors $5.0 million as a final lump sum payment for an aggregate consideration to the Sponsors of $20.0 million. The Sponsors maintain the right to act as Dex Media East’s financial advisor or investment banker or Dex Media West’s financial advisor or investment banker, as applicable, in connection with any merger, acquisition, disposition, financing or the like if Dex Media East or Dex Media West, as applicable, decides it needs to engage someone to fill such a role, in return for additional reasonable compensation and expenses as agreed upon by the parties to the applicable agreement and approved by a majority of the members of the applicable Board of Directors.

Pursuant to the terms of a Sponsor Stockholders Agreement, the Sponsors, Carlyle and WCAS, agreed to the provisions set forth below. Corporate Governance. The Sponsor Stockholders Agreement provides that each Sponsor will vote their respective shares such that the Board of Directors will be comprised of: Immediately following the consummation of our initial public offering (which occurred on July 22, 2004), seven directors consisting of George A. Burnett and three designees of each of Carlyle and WCAS; Within three months of the consummation of our initial public offering, nine directors consisting of the directors listed in the first bullet point plus two independent directors, of which each of Carlyle and WCAS will designate one; and Within twelve months of the consummation of our initial public offering, 11 directors consisting of the directors listed in the second bullet point plus two additional independent directors, of which each of Carlyle and WCAS will designate one. In addition, pursuant to the Sponsor Stockholders Agreement, each Sponsor agreed to vote in support of the other Sponsor's designated Board member or members as follows: (i) three directors if such other Sponsor owns 33% or more of the amount of our common stock that such Sponsor owned immediately after our initial public offering; (ii) two directors if such other Sponsor owns at least 10% but less than 33% of the amount of our common stock that such Sponsor owned immediately after our initial public offering; and (iii) one director if such other Sponsor owns at least 5% but less than 10% of the amount of our common stock that such Sponsor owned immediately after our initial public offering. If either Sponsor no longer has the right to designate a director, that Sponsor shall have the right to appoint a non-voting observer to our Board of Directors, such rights to be consistent with similar rights to be granted to other persons, and shall have the right to substantially participate in and substantially influence the conduct of management and its business through such sponsor's observer. Also, pursuant to the Sponsor Stockholders Agreement, the Sponsors have agreed to use commercially reasonable efforts to vote their shares such that the Board of Directors of each of our subsidiaries shall at any given time either be (i) comprised in the same manner as our Board of Directors is comprised or (ii) comprised in a manner reasonably acceptable to both Carlyle and WCAS. Transfer Restrictions. The Sponsor Stockholders Agreement contains certain transfer restrictions on the Sponsors and their assignees and designees concerning their respective ownership, including: (i) prohibiting the transfer of any Board of Directors rights and voting arrangements granted thereunder with the sale or transfer of stock; (ii) requiring the consent of the non-transferring Sponsor prior to the other Sponsor transferring stock to a third-party if such transfer represents an amount equal to 10% or more of the transferring Sponsor's ownership in us after our initial public offering; and (iii) prohibiting the transfer by either Sponsor of any of our common stock to one of our direct competitors without the prior written consent of the non-transferring Sponsor. Pursuant to the Sponsor Stockholders Agreement, if either Sponsor proposes to transfer common stock held by it, then such Sponsor shall give notice to the other Sponsor, who shall have the right to sell a number of shares of common stock equal to its pro rata portion of shares of common stock to be sold in the proposed transfer on the terms and conditions offered by the proposed purchaser. The Sponsor Stockholders Agreement will terminate once either Carlyle or WCAS owns less than five percent of the amount of our common stock that such Sponsor owned immediately after our initial public offering (other than with respect to observer rights). Mr. Swani joined Welsh, Carson, Anderson & Stowe (WCAS) in July 1999 and has been a General Partner of that firm since October 2001. Mr. Kennard has served as a Managing Director of The Carlyle Group (Carlyle) since May 2001. Mr. De Nicola is a Partner with Welsh, Carson, Anderson and Stowe, having joined the firm in April 1994. Mr. Atwood has been a Managing Director of The Carlyle Group (Carlyle) since November 2000. Mr. Almeida joined Welsh, Carson, Anderson & Stowe (WCAS) in March 1999 and is a General Partner. Mr. Rosenblum has been a Managing Director of The Carlyle Group (Carlyle) since May 2000.

Network Services Agreement

In September 2003, Dex Media entered into a network services agreement with SAVVIS Communications Corporation (“SAVVIS”) pursuant to which SAVVIS will provide network connections and other services to support our integrated production system and other systems. SAVVIS is an affiliate of WCAS, one of the Sponsors. The term of the contract is two years, although we have the option to purchase additional services. During 2004, we paid SAVVIS a total of $1.3 million under this contract. We believe the terms and conditions of this agreement are at least as favorable as those that could have been obtained from an unaffiliated person.

Amdocs Agreement

In February 2003, we entered into a five-year agreement with Amdocs for the complete modernization of our core production platform. At the time we entered into this agreement, WCAS was a shareholder of Amdocs. This project will upgrade our existing software system to enhance its functionality. During 2004, we paid Amdocs a total of $47.6 million under this contract. We believe the terms and conditions of this agreement are at least as favorable as those that could have been obtained from an unaffiliated person. Such terms and conditions were independently approved by the unaffiliated directors.