American Online To Offer Industry-Leading GTE And Bell Atlantic Online Yellow Pages Service Across AOL Brands

American Online To Offer Industry-Leading GTE And Bell Atlantic Online Yellow Pages Service Across AOL Brands

New Alliance to Meet Consumer Demand for Comprehensive,
Up-To-Date Product And Service Information

Combined AOL, GTE and Bell Atlantic Yellow Pages Database
Offers Unprecedented Advertising Vehicle for Businesses

Common Yellow Pages Database Made Possible Through Separate
Pact Between GTE and Bell Atlantic

December 9, 1998

DULLES, VA, MIDDLETON, MA AND DALLAS, TX -
America Online, Bell Atlantic and GTE Directories Corporation today announced
an agreement naming Bell Atlantic's and GTE's new online Yellow Pages
database as the Yellow Pages service to AOL, AOL.COM and AOL's Digital
City, the nation's #1 local content network and community guide. (See separate
sidebar for information about the GTE/Bell Atlantic relationship.) This three-way
alliance will give consumers the most complete shopping information available on
the Internet and will deliver unprecedented exposure for advertisers on AOL,
GTE's SuperPages® service and Bell Atlantic's BigYellow sm .

Under the terms of the three-year agreement, which guarantees payments to AOL
of $31 million in a combination of advertising sales and distribution revenue,
GTE's SuperPages and Bell Atlantic's BigYellow will become the providers of a
comprehensive, co-branded Yellow Pages listings and search service to AOL's
more than 12 million U.S. members, as well as to the millions of visitors to
AOL.COM and AOL's Digital City. This alliance, in conjunction with AOL's
previously announced white pages agreement with InfoSpace, will provide AOL
members with the most robust collection of online directory services available.

Increased Service to Consumers
An AOL/Roper Starch study of Internet/online users released last week found that
researching products was one of the top four activities people do online, with 71%
of all respondents saying they regularly or occasionally go online to get
information about products to buy. This agreement helps meet this demand for
product information by providing AOL members and Web-based visitors
unparalleled online Yellow Pages capabilities.

The sales reach of the GTE Directories, Bell Atlantic and AOL Digital City
independent sales forces will give online consumers access to the most current
and accurate retail, services and product information available, allowing them
make better informed shopping decisions.

"AOL members value having easy access to trusted brands, and in the Yellow
Pages category, GTE's SuperPages and Bell Atlantic's BigYellow are two of the
biggest names available," said Barry Schuler, President of AOL Interactive
Services at America Online. "Recent research also shows that one of the top
reasons people go online is to get product information, which is why we believe
offering a fast, accurate reliable Yellow Pages feature will be a valuable resource
in our members' everyday lives. We think that the shopping information offered
by GTE and Bell Atlantic will be a great fit for the AOL community."

Unmatched Value to Advertisers
Advertisers in this innovative Yellow Pages database will also enjoy
unprecedented exposure and value, as ads purchased individually through GTE's
SuperPages and BigBook, Bell Atlantic's BigYellow, and AOL's Yellow Pages
will now appear on all of these services.

Each company will independently sell advertising into the common database. In
addition, the increased local advertising expected to be generated by the expanded
reach of the new national sales network will result in richer, more complete local
Product and Service Guides on AOL's Digital City, which provide consumers
with information and decision-making assistance on everything from wedding
planning to auto repair in the 60 top U.S. markets served by Digital City.

"We are extremely excited about GTE's new relationship with AOL and Bell
Atlantic, and the tremendous opportunity that it affords our customers," said Earl
A. Goode, president - GTE Directories Corporation. "This agreement solidifies
our position as a leading on-line shopping service and represents a significant step
forward in our efforts to deliver the highest value products and services to our
advertisers."

"This agreement creates significant new value for online shoppers and
merchants," said Mat Stover, president of Bell Atlantic Directory Group. "The
alliance between these three major media companies will raise the convenience of
electronic commerce and online shopping to a new level for the consumer. The
size and loyalty of AOL's community combined with Bell Atlantic's and GTE's
leadership in comprehensive Yellow Pages shopping information and direct sales
will be key to connecting buyers of anything with sellers of everything online."

AOL's new Yellow Pages is expected to launch in December, 1998.
Alliance Made Possible By Separate GTE & Bell Atlantic Pact
The three-way AOL, GTE and Bell Atlantic agreement is based upon a separate
agreement between Bell Atlantic and GTE, creating an online Yellow Pages
platform combining the content, advertising and services of their popular
BigYellow and SuperPages directories. As part of this agreement, GTE's
SuperPages and Bell Atlantic's BigYellow will share a common listings and
advertising database. In addition, GTE will supply the back-end infrastructure to
power the common platform. At launch, the common database will contain
listings for 11 million U.S. Businesses, and product and service information for
thousands of advertisers.

About AOL
America Online, Inc., based in Dulles, Virginia, is the world's leader in branded
interactive services and content. America Online, Inc. operates two worldwide
Internet online services: America Online, with more than 14 million members;
and CompuServe, with approximately 2 million members. America Online, Inc.
also operates AOL Studios, a leading builder of Internet brands for new market
segments. Other branded Internet services operated by America Online, Inc.
include AOL.COM, the world's most accessed Web site from home; Digital City,
Inc., the No. 1 branded local content network and community guide on AOL and
the Internet; AOL NetFind, AOL's comprehensive guide to the Internet; AOL
Instant Messenger, an instant messaging tool available on both AOL and the
Internet; and ICQ, an instant communication and chat technology on the Internet.

About GTE's SuperPages and Big Book
GTE's SuperPages service is one of the most comprehensive and complete online
services of its kind. Combining electronic commerce capabilities, Yellow Pages
search capabilities and extensive consumer shopping information, SuperPages
offers consumers an unmatched resource for researching, finding and purchasing
products and services from thousands of advertising businesses nationwide. The
service received an average of more than 4.5 million visits and almost 20 million
pages views per month in 1998. GTE's SuperPages service has strategic
relationships with Lycos, Publications International, Classifieds 2000, Hot Office,
AutoConnect, and a host of other content providers and Internet sites. GTE
acquired the BigBook online directory service in April 1998.

GTE Directories Corporation is a leader in linking buyers and sellers through a
spectrum of multi-media advertising solutions, ranging from traditional Yellow
Pages advertising, to interactive web-based services to cable TV advertising. The
company provides sales and other directory-related services for approximately
2,600 directory titles, including GTE's The Everything Pages® directories, in 17
countries with a total circulation of 96 million.

GTE Directories Corporation is a part of GTE Corporation, one of the world's
largest telecommunications companies and a leading provider of integrated
telecommunications services.

About Bell Atlantic's BigYellow
With thousands of advertisers and more than 2 million visitors per month, Bell
Atlantic's BigYellow is a leader in providing online shopping services. In
addition, BigYellow features 100 million U.S. residential listings, a national
directory of 10 million E-mail addresses, and links to directories in 39 foreign
countries. BigYellow has strategic relationships with NBC, Snap, CNN
Interactive, HotBot, as well as more than 20 content partners for the most popular
topics on its service.

Big Yellow is provided by Bell Atlantic Electronic Commerce Services, an
affiliate of Bell Atlantic Directory Group, the world's largest publisher of Yellow
Pages shopping directories, with more than 600 titles and a combined circulation
of more than 72 million copies in the United States and internationally. Bell
Atlantic also creates and hosts websites for businesses. Bell Atlantic is at the
forefront of the new communications and information industry. With 42 million
telephone access lines and 8 million wireless customers worldwide, Bell Atlantic
companies are premier providers of advanced wireline voice and data services,
market leaders in wireless services and the world's largest publisher of directory
information. Bell Atlantic companies are also among the world's largest investors
in high-growth global communications markets, with operations and investments
in 23 countries.

ABOUT THE GTE AND BELL ATLANTIC COMBINED ONLINE YELLOW PAGES PLATFORM

Bell Atlantic and GTE Directories have joined forces to create a common Yellow
Pages platform that combines the content, advertising and services of their
industry-leading BigYellow and GTE's SuperPages services. This relationship:

• Builds an innovative Yellow Pages service on the Internet that is
  potentially open to the participation of other partners who can benefit from
  its aggregation and distribution strength.

• Expands value, reach and exposure for advertisers by including all
  advertising and listings on SuperPages, BigBook, BigYellow and the sites
  of future partners.

• Allows both companies and subsequent partners to sell
  independently Yellow Pages advertising into the common database.

• Provides consumers with the most comprehensive and accurate
  source for local and national business listings and search information
  available on the Internet.

• Retains the separate Internet identities and addresses of GTE's
  SuperPages and BigBook, Bell Atlantic's BigYellow, AOL Yellow Pages
  and all future partners.

• Makes GTE the supplier of the back-end infrastructure that
  supports BigYellow operations, including network management and
  account management.

• Incorporates into BigYellow some of SuperPages' most popular
  features, including "Proximity Search" (which allows users to
  geographically define their search for a business) and "Keyword Search"
  (which helps users find a business that offers a particular product or
  service).

• Continues the operation of separate, fully staffed SuperPages and
  BigYellow Customer Service teams, enabling listing and Web site changes
  to be made quickly and easily, and keeping the common database up to
  date.

• Launches the combined database in December 1998.

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