America 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

DULLES, Va., MIDDLETON, Mass. AND DALLAS, Texas - America Online, Inc., 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 addendum 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 SuperPagesservice 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 online shopping resource 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.

BigYellow 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.

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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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