Global Directory Services Signs Historic Agreement With Shanghai Telephone Directory Corporation

Global Directory Services Signs Historic Agreement
With Shanghai Telephone Directory Corporation

Bell Atlantic joint venture company partners to be
exclusive sales agent for Yellow Pages in China

May 26, 1998

SHANGHAI, China -- Global Directory Services Company, a leading
publisher of international shopping directories, and the Shanghai Telephone
Directory Corporation, a wholly-owned subsidiary of the Shanghai Post
and Telecommunications Administrative Bureau, today announced the
historic formation of a joint venture company in China to serve as the
exclusive sales agent for the Shanghai Yellow Pages.

Global Directory Services Company is a joint venture of Bell Atlantic, the
world's largest publisher of Yellow Pages shopping directories, and R.R.
Donnelley & Sons, the world's largest directory printer.

The breakthrough agreement marks the first and only time that China has
allowed a foreign directory company to participate in its Yellow Pages
industry.

"We are honored to have been selected by Shanghai Telephone Directory
Corporation as their joint venture partner," said Mat Stover, Chairman of
Global Directory Services and Group President of Bell Atlantic
Information Services. "Global Directory Services will contribute to the
partnership more than 100 years of shopping directory leadership, expertise
and experience, as well as a shared commitment to promoting business
development, commerce and consumer information for the people of
Shanghai."

Liu Su-Nan, Manager of Shanghai Telephone Directory Corporation, is
confident about the joint venture.

"Shanghai Yellow Pages is China's largest telephone directory in terms of
advertising revenue and boasts a 45 percent market share," said Liu.
"However, it only accounts for 1 percent of advertising spending in the
Shanghai market. There is a huge potential for the market to expand."

Today's announcement solidifies Global Directory Services' and Bell
Atlantic's commitment to providing world-class quality products and
services to its customers and builds on its reputation as the premier
publisher of directories worldwide.

"This opens one of the world's most exciting markets to our operations,"
said Ken Marks, President - Global Directory Services Company.
'Shanghai is one of the fastest-growing cities in the world, and we're
excited to be the first foreign directory company to participate in its
growth."

Shanghai Yellow Pages sales representatives will be responsible for
generating advertising sales revenue for all 14 area directories that the
Shanghai Telephone Directory Corporation will publish, including a
business-to-business directory, consumer directories and surrounding
county directories. The historic agreement will lead to the creation of 300
jobs in Shanghai.

"Our goal is to make it easier for Shanghai shoppers to find what they need
and for businesses to reach all members of the Shanghai community," said
Daniel Kohler, president - Shanghai Yellow Pages.

"We want to prove the value of the Yellow Pages as a significant and
credible advertising medium in China. This is part of our worldwide effort
to provide shopping information that connects buyers of anything with
sellers of everything."

Continuing a practice first established in China by the Shanghai Telephone
Directory Corporation, all telephone users in Greater Shanghai, both
residential and business, will receive free copies of the phone directory for
their area.

Global Directory Services will apply its expertise in shopping directory
advertising sales, adapting its leadership to new cultures and markets, as
has been accomplished successfully in the Czech Republic, Gibraltar,
Greece, Poland, and Slovakia.

"We hope that by bringing in the advanced management and expertise of
our partner, Global Directory Services, and localizing it to the China
market, within three years the Shanghai Yellow Pages will match its sister
publication in Hong Kong, reaching more than RMB ¥ 400
million in revenues," added Liu.

Global Directory Services Company, a subsidiary of Bell Atlantic
Information Services Group in partnership with R.R. Donnelley & Sons,
Inc., publishes 84 directories with some 140,000 advertisers and a
circulation of more than 8 million in the Czech Republic, Gibraltar,
Greece, Poland and Slovakia.

Bell Atlantic is at the forefront of the new communications and information
services industry. With more than 41 million telephone access lines and 6.7
million wireless customers worldwide, Bell Atlantic companies are premier
providers of advanced wireline voice, Internet, and data services, market
leaders in wireless services and the world's largest publishers 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 22 countries.

Shanghai Yellow Pages 1998 Fact Sheet

Organization

Shanghai Yellow Pages: A joint venture company formed by
Global Directory Services Company (GDS), a leading publisher of
international shopping directories, and the Shanghai Telephone Directory
Corporation, a wholly owned subsidiary of the Shanghai Post and
Telecommunications Administrative Bureau. Global Directory Services
Company is a joint venture of Bell Atlantic, the world?s largest publisher of
Yellow Pages shopping directories, and R.R. Donnelley & Sons, the
world's largest directory printer.

Contract Term: Initial term of 20 years, renewable thereafter

Headquarters: 435 Tian Tong An Road, 2nd Floor, Shanghai, China,
200071

Other office locations:
757 Guangfu Road, 5th and 6th Floor, Shanghai, China, 200070
357 Songlin Road, 21B, Pudong, Shanghai, China 200122
333 North Jiangxi Road, Shanghai, China, 200085

Employees: 250, including 175 sales representatives

Product
Directories: 14

• The Shanghai Yellow Pages (one edition)
• The Shanghai Consumer Guides (five editions): Consumer Guide-
  North, Consumer Guide South, Consumer Guide-West, Consumer Guide-
  Pudong and Consumer Guide-Central. All business-to-consumer type
  listings (heading classifications) for businesses within the city
  of Shanghai
• English Language Guide (one edition): Businesses that elect to be
  listed in English. Distributed to hotels, business centers, the community of
  some 40,000 expatriates living in Shanghai, and sold overseas.
• Regional Yellow Pages: (seven editions): the Chongming Directory,
  the Jinshan Directory, the Nanhui Directory, the Songjiang Directory, the
  Jiading Directory, the Fengxian Directory, and the Qingpu Directory.

Total Circulation: 3 million, growing to 5 million
Sales Campaign: Begins June 1

Directors:
Seven members, three appointed by Global Directory Services and four
appointed by the Shanghai Telephone Directory Corporation. Shanghai
Telephone Directory Corporation will appoint the Chairman and Global
Directory Services will appoint the Vice Chairman. Chairman: Liu Su-
Nan, Manager - Shanghai Telephone Directory
Corporation

Vice Chairman:
Matthew Stover, Chairman - Global Directory Services Company, and
Group President - Bell Atlantic Information Services

Directors:
Ken Marks, President - Global Directory Services Company
Lou Pereira - Global Directory Services Company
Wang Yu - Shanghai Post and Telecommunications
Zhan Mao Yin - Shanghai Telephone Directory Corporation Zhang Yun
Xiang - Shanghai Telephone Directory Corporation

Company Officers:
President: Daniel Kohler
Vice President of Sales and Support: Jack Walsh
Vice President of Finance, Human Resources and Administration:
Zhan Mao Yin