Chapter 11 DEX ONE CORPORATION, Et Al.,' ) Case No

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11

) DEX ONE CORPORATION, et al.,' ) Case No. 13-10533 (KG)

) Debtors. ) (Jointly Administered)

NOTICE OF FILING PLAN SUPPLEMENT FOR THE DEBTORS' JOINT PREPACKAGED CHAPTER 11 PLAN

PLEASE TAKE NOTICE that on April 1, 2013, the above-captioned debtors

(collectively, the "Debtors" or "Dex One") filed the Plan Supplement for the Debtors ' Joint

Prepackaged Chapter 11 Plan (the "Plan Supplement"), a copy of which is attached hereto.

PLEASE TAKE FURTHER NOTICE that the Debtors reserve the right, subject to the terms and conditions set forth in the Debtors' Joint Prepackaged Chapter 11 Plan filed on

March 18, 2013 [Docket No. 21] (as may be amended from time to time, the "Plan"), to alter, amend, modify, or supplement any document in the Plan Supplement; provided, if any document in the Plan Supplement is altered, amended, modified, or supplemented in any material respect prior to the hearing to confirm the Plan, the Debtors will file a blackline of such document with the Bankruptcy Court.

The Debtors, together with the last four digits of each of the Debtors' federal tax identification number, are: Dex One Corporation (0040); Dex Media, Inc. (9762); Dex Media East, Inc. (5763); Dex Media West, Inc. (7004); Dex Media Service LLC (9647); Dex One Digital, Inc. (9750); Dex One Service, Inc. (0222); R.R. Donnelley Inc. (7635); R.H. Donnelley APIL, Inc. (6495); R.H. Donnelley Corporation (2490); Newdex, Inc. (1335); and Spruce Acquisition Sub, Inc. (4006). For the purpose of these chapter 11 cases, the service address for the Debtors is: 1001 Winstead Drive, Cary, North Carolina 27513.

DOCSDE:186678.1 18201/001 Dated: April 1, 2013 Wilmington, Delaware Laura Davis Jones (liE Bar No. 2436) Peter J. Keane (DE Bar No. 5503) PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: [email protected] [email protected] - and - James H.M. Sprayregen, P.C. (admitted p ro hac vice) Marc Kieseistein, P.C. (admitted pro hac vice) Christopher J. Marcus, P.C. (admitted pro hac vice) KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: james.sprayregenkirkland.com [email protected] [email protected]

Proposed Attorneys for the Debtors and Debtors in Possession

DQCSDE:186678. 11820 1/001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11

) DEX ONE CORPORATION, et al. Case No. 13-10533 (KG)

) Debtors. ) (Jointly Administered)

)

PLAN SUPPLEMENT FOR THE DEBTORS' JOINT PREPACKAGED CHAPTER 11 PLAN

TABLE OF CONTENTS

Exhibit Description A Schedule of Retained Causes of Action B Section 11 29(a)(5) Disclosures

The Debtors, together with the last four digits of each of the Debtors' federal tax identification number, are: Dex One Corporation (0040); Dex Media, Inc. (9762); Dex Media East, Inc. (5763); Dex Media West, Inc. (7004); Dex Media Service LLC (9647); Dex One Digital, Inc. (9750); Dex One Service, Inc. (0222); R.H. Donnelley Inc. (7635); R.H. Donnelley APIL, Inc. (6495); R.H. Donnelley Corporation (2490); Newdex, Inc. (1335); and Spruce Acquisition Sub, Inc. (4006). For the purpose of these chapter 11 cases, the service address for the Debtors is: 1001 Winstead Drive, Cary, North Carolina 27513.

DOCSDE:186678.1 18201/001 EXHIBIT A

SCHEDULE OF RETAINED CAUSES OF ACTION

Section 4.15 of the Plan provides that unless any Causes of Action' against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or by a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce all rights to commence and pursue any and all Causes of Action, whether arising before or after the Petition Date, including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors' rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding the occurrence of the Effective Date. No Entity may rely on the absence of a specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue any and all available Causes of Action against them. The Debtors and the Reorganized Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are expressly waived, relinquished, exculpated, released, compromised, or settled in the Plan or a Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later adjudication, and therefore, no preclusion doctrine, including the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation or Consummation.

In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity will vest in the Reorganized Debtors. The applicable Reorganized Debtor, through its authorized agents or representatives, will retain and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors will have the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any third party or any further notice to or action, order, or approval of the Bankruptcy Court.

Notwithstanding, and without limiting the generality of, Section 4.15 of the Plan, the following Exhibit A(i) through Exhibit A(vi) include specific types of Causes of Actions expressly preserved by the Debtors and the Reorganized Debtors, including: (a) claims related to accounts receivable and accounts payable; (b) claims related to insurance policies; (c) claims related to deposits, adequate assurance postings, and other collateral postings; (d) claims, defenses, cross-claims, and counter-claims related to litigation and possible litigation; (e) claims related to contracts and leases; and (f) claims related to customer obligations, which are attached hereto as Exhibit A(i), Exhibit A(ii), Exhibit A(iii), Exhibit A(iv), Exhibit A(y), and Exhibit A(vi) respectively. Each such exhibit is subject to the terms of the Plan and the information provided in this Exhibit A.

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Plan.

DOCSDE:186678.1 18201/001 EXHIBIT A(i)

Claims Related to Accounts Receivable and Accounts Payable

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all Entities that owe or that may in the future owe money to the Debtors or Reorganized Debtors. Furthermore, the Debtors expressly reserve all Causes of Action against or related to all Entities who assert or may assert that the Debtors or Reorganized Debtors owe money to them. There is no schedule to this Exhibit A(i).

DOCSDE:1 86678.1 18201/001 EXHIBIT A(ii)

Claims Related to Insurance Policies

The following Exhibit A(ii) includes insurance contracts and policies to which one or more Debtors are a party. Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all insurance contracts, insurance policies, occurrence policies, and occurrence contracts to which any Debtor or Reorganized Debtor is a party or pursuant to which any Debtor or Reorganized Debtor has any rights whatsoever, regardless of whether such contract or policy is included on Exhibit A(ii), including Causes of Action against insurance carriers, reinsurance carriers, insurance brokers, underwriters, occurrence carriers, or surety bond issuers relating to coverage, indemnity, contribution, reimbursement, or any other matters.

DOCSDE: 186678.118201/001 EXHIBIT A(ii)

Claims Related to Insurance Policies

Af ME; Inception Expiratioi Insurer Coverage/Line Description of Coverage Policy Number 'Date Date Beezley Insurance Co. Errors & Omissions Provides excess legal liability protection V120A4120201 11/1/2012 11/1/2013 Liability - 1st against claims based on allegations of a Excess negligent act, error or omission in providing professional services to others. Chartis Employment Provides legal liability protection for 13577276 11/1/2012 11/1/2013 Practices Liability employment related offenses including sexual harassment, defamation, retaliation and other similar employment violations. Chartis Specialty Fiduciary Liability - Provides excess legal liability for claims arising 13577928 11/1/2012 11/1/2013 Insurance Co. 2nd Excess out of the management of employee benefits based upon violations of the responsibilities imposed by the Employment Income Retirement Security Act. Chartis Specialty Errors & Omissions Provides legal liability protection against 13575640 11/1/2012 11/1/2013 Insurance Co. $15M Liability claims based on allegations of a negligent act, Primary error or omission in providing professional services to others. Chubb Directors & Officers Provides legal liability protection for the entity Various. 5/1/2012 5/1/2013 Chartis Liability and its directors and officers against claims AWAC based on allegations of breach of duty, neglect, CNA error, misstatement, misleading statement, AXIS omission or act. Coverage is provided by Aspen various insurers for a total liability limit of Argo $100 million. Everest CODA Chartis Bermuda Federal Insurance Co. Fiduciary Liability - Provides excess legal liability for claims arising 82109445 11/1/2012 11/1/2013 (Chubb) 1st Excess out of the management of employee benefits based upon violations of the responsibilities imposed by the Employment Income Retirement Security Act.

DOCSDE:186678.1 18201/001 Nq ev Inception Expiration Insurer Coverage/Line Description of Coverage 1 .Pollcy Niiiiiber Date Date Great American Special K&R Covers Losses due to kidnap and ransom of SC127361065310 7/1/2010 7/1/2013 directors, officers and employees. Great Northern Insurance Property Provides coverage for risks of property damage 3595-87-48 11/30/2012 11/30/2013 Company to company owned assets and the exposure of business interruption as a result of the physical damage to those assets. Monopolistic States WC Workers Provides coverage in OH, WA, WY, and ND, Payroll report filing- Compensation for bodily injury, sickness or disease for premiums due based on employees injured in the course of payrolls in each state employment. Navigators insurance Umbrella Liability - Provides additional coverage excess of non- Ni 2UMR7 11 8301V 6/30/2012 6/30/2013 Company 1st Excess owned aircraft, general and automobile liability policies. St. Paul Fire & Marine Umbrella Liability - Provides additional coverage excess of non- ZUP-14R95960-12-NF 6/30/2012 6/30/2013 Insurance Company 2nd Excess owned aircraft, general and automobile liability policies and underlying excess layers. StarNet Ins Co. Non-Owned Aircraft Provides liability for claims from third parties 9958513103 10/25/2012 10/25/2013 for bodily injury and property damage arising out of the company use of chartered or leased aircraft. The Ohio Casualty Umbrella Liability - Provides additional coverage excess of non- ECO(i 3)54516053 6/30/2012 6/30/2013 Insurance Company 3rd Excess owned aircraft, general and automobile liability policies and underlying excess layers. Travelers - $lOM Primary Fiduciary Liability Provides legal liability for claims arising out of 105517872 11/1/2012 11/1/2013 the management of employee benefits based upon violations of the responsibilities imposed by the Employment Income Retirement Security Act. Travelers Indemnity International Provides legal liability protection for bodily Renewal of GB06306764 6/30/2012 6/30/2013 Casualty injury and/or property damage arising out of business operations when outside the US. Travelers Property and Commercial General Provides legal liability protection for bodily TJGLSA-292 1 B242- 12 6/30/2012 6/30/2013 Casualty Co. of America Liability injury and/or property damage arising Out of business operations.

DOCSDE: 186678.118201/001 Insurer Coverage/Line Description of Covragei: Policy Number- Date Date Travelers Property and Automobile Provides legal liability protection for bodily TJCAP-292 1B230- 12 6/30/2012 6/30/2013 Casualty Insurance Co. Liability injury or property damage arising out the operation of owned. leased or hired vehicles. Travelers Property and Workers Provides coverage for bodily injury, sickness or TJC2JUB-449J2757- 12 6/30/2012 6/30/2013 Casualty Insurance Co. Compensation disease for employees injured in the course of (WC Deductible) employment. TRJIJB-449J757-A-12 (Retro) Travelers Property and Workers Provides coverage for bodily injury, sickness or TJC2JUB-449J2757- 11 6/30/2011 6/30/2012 Casualty Insurance Co. Compensation disease for employees injured in the course of (WC Deductible) employment. TRJIJB-449J757-A-1 1 (Retro) Travelers Property and Workers Provides coverage for bodily injury, sickness or TJC2JTJB-449J2757- 10 6/30/2010 6/30/2011 Casualty Insurance Co. Compensation disease for employees injured in the course of (WC Deductible) employment. TRJTJB-449J757-A- 10 (Retro) Westchester Surplus Lines Excess CA EQ Provides excess CA earthquake property 121029208 004 11/30/2012 11/30/2013 Insurance Co. damage and business interruption limits above the Chubb property policy limits. Zurich American Commercial General Provides legal liability protection for bodily GLO-2983909-08 6/30/20008 6/30/2009 Insurance Co. Liability injury and/or property damage arising out of business operations. Zurich American Workers Provides coverage for bodily injury, sickness or WC-2983950-08 6/30/2008 6/30/2009 Insurance Co. Compensation disease for employees injured in the course of employment. Zurich American Workers Provides coverage for bodily injury, sickness or WC2983950-05 6/30/2005 6/30/2006 Insurance Co. Compensation disease for employees injured in the course of employment. Zurich American Crime Provides coverage for theft of money, securities FID594255300 11/1/2011 11/1/2014 Insurance Co. and other property by employees. Also covers loss of money and securities on premises or while in transit.

DQCSDE: 186678.118201/001 WxRAXt I D"' Insurer Coverage/Line Description Of c6'ei ge rI Po1icy 1umber 'Date Date Chartis, CNA Axis, Run-Off Directors Provides legal liability for RHD Corp and its Various 11/1/2009 1/29/2016 Chartis, Hartford, CODA, and Officers directors and officers against claims based on

XL Bermuda Liability - RHD allegations of breach of duty, neglect, error, Corporation misstatement, misleading statement, omission or acts which occurred prior to bankruptcy emergence date of January 29, 2010. National Union Fire Ins. Run-Off Directors Provides legal liability for Dex Media and its Various 8/23/2007 8/23/2013 Co and Officers directors and officers against claims based on

Liability - allegations of breach of duty, neglect, error, BDC.com misstatement, misleading statement, omission or acts which occurred prior to the acquisition date of August 23, 2007.

DOCSDE: 186678.11 820 1/001 EXHIBIT A(iii)

Claims Related to Deposits, Adequate Assurance Postings, and Other Collateral Postings

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action based in whole or in part upon any and all postings of a security deposit, adequate assurance payment, or any other type of deposit or collateral, regardless of whether such posting of security deposit, adequate assurance payment, or other type of deposit or collateral is included on Exhibit A(iii). There is no schedule to this Exhibit A(iii).

DOCSDE:1 86678.118201/001 EXHIBIT A(iv)

Claims, Defenses, Cross-Claims, and Counter-Claims Related to Litigation and Possible Litigation

The following Exhibit A(iv) includes Entities that are party to or that the Debtors believe may become party to litigation, arbitration, or any other type of adversarial proceeding or dispute resolution proceeding, whether formal or informal, judicial or non-judicial. Unless otherwise released by the Plan, the Debtors expressly reserve all claims, defenses, cross claims, and counterclaims against or related to all Entities that are party to or that may in the future become party to litigation, arbitration, or any other type of adversarial proceeding or dispute resolution proceeding, whether formal or informal, judicial or non-judicial, regardless of whether such Entity is included on the schedule accompanying this Exhibit A(iv).

DOCSDE: 186678.118201/001 EXHIBIT A(iv)

Claims, Defenses, Cross-Claims, and Counter-Claims Related to Litigation and Possible Litigation

Affordable Loans, 7225 S. 700 W N/A State of Utah District Breach of Contract. LLC Midvale, UT 84047 Court Counter suit to compel arbitration and for breach of contract.

rd Alexander, Kathryn 10715 West 143 N/A Kansas Workers Compensation Terrace Overland Park, KS 66222 Alexander-Johnson, 1570 Trinidad Ave N/A N/A Workers Compensation Kim Deltona, FL 32725 Allied American 901 F 2nd Ave N/A N/A Breach of Contract. Credit LLC Ste. 210 Potential claim brought Spokane, WA by Dex One Corp. 99202 Ariss, Robin 11020 SW Verde MacCoil, Bush, Sato, Oregon Workers Compensation Terrace Tigard, OR PC 97223

Asbury, Joni 2805 Utah NE N/A N/A Workers Compensation Albuquerque, NM 87 110 AT&T 180 Park Ave. Joseph Sommer N.J. Federal Court Patent Infringement. Room El 37 AT&T letter dated Florham Park, NJ 12/31/12 claims that 07932 Dex's directory service infringes AT&T's U.S. Patent 6,065,016. No claim filed. Attorney General of Department of Michael Kakuk, N/A Notice of violation of the Oregon Justice Assistant Attorney Oregon Unlawful Trade Financial General Practices Act. No claim Fraud/Consumer filed. Protection Section, 1162 Court Street NE, Salem, OR 97301- 4096 Batchelor, Olivia 4601 Darewood N/A North Carolina Workers Compensation Court Apex, NC 27539

DOCSDE: 186678.118201/001 Bowman, Deborah 62 Plaza De La James Mungle New Mexico Workers Compensation Noche NE Case No. 10-54523 Albuquerque, NM 87109 Bowman, Linda P0 Box 44116 N/A N/A Workers Compensation Rio Rancho, NM 87 174 Braker, Rose 9513 Parkmoor Victor Finkeistien Nevada Workers Compensation Ave Las Vegas, CaseNo. 12-01772 NV 89149 Burdis, Cathleen 5915 Mason St Nebraska Equal Nebraska Equal Plaintiff asserts sex Omaha, NE 68106 Opportunity Opportunity discrimination and 301 Centennial Mall Commission retaliation. Settled. South 5th Floor Lincoln, NE 68509 Buscemi, Luigi 19806 Petersburg Johanna L. Brammer- Luigi Buscemi v. Dex Alleged violation of the Court Hoelter One Corporation Family and Medical Parker, CO 80134 1255 Cimarron Drive United States District Leave Act. Suite 202 Court for the District Douglas County, Lafayette, CO 80026 of Colorado CO 12-CV-02326 RPM Chapter 7 Trustee of 150 North Smith Amundsen Sam's Wines and Settlement agreement the Bankruptcy Estate Michigan Avenue Liquors v. Dex One executed. of Sam's Wines Ste. 3300 Corp. Case Nos. 09-13- Chicago, IL: 60601 40598, 11-ad-02217

United States Bankruptcy Court for the Northern District of Illinois Chase, David 152 Burl Chase Rd. Larry Roberts Tennessee Workers Compensation Gray, TN 37615 Case No. 413672011 Chiodo, Dr. Marquis Aurbach Demand Letter Billing dispute resulting Christopher Summerlin Coffing from an inaccurate Dex Vision Center 10001 Park Run Drive One Advertisement in Las Vegas, NV 89145 the CenturyLink YellowPages. City Of Thornton 9500 Civic Center Gary G. Jacobson, N/A The city claims Dex Dr. Deputy City Attorney owes $9,653.97 in Thornton, CO unpaid use tax, penalties 80229 and interest. Settled. Clark, Melissa 2805 Utah N.E. Mark Jarner New Mexico Workers Compensation Albuquerque, NM Case No. 10-52119 87110

DOCSDE: 186678.1 18201/001 Collins, Christina N/A N/A N/A Workers Compensation 10th Dennis, Susie 2606 E. St Robert Forman Arizona Workers Compensation Tucson, AZ 85716 Dodge, Travis 2229 Bluewater Huby & Abraham Illinois Workers Compensation Drive Wauconda, IL 60084 Eco Garage, Inc. 3718 Cedar Clarence J. Kuhn N/A Plaintiff alleges breach Avenue South The Kuhn Law Firm of contract as a result of Minneapolis, 5200 Wilson Road an error in a print Minnesota 55407 Suite 150 advertisement. Draft Edina, MN 55424 complaint received; no action filed. Ellet, Ronald J. Ronald J. Ellet N/A Maricopa County Breach of Contract. Dex 2999 North 44th St. District Court served a Rule 68 Offer of #330 Judgment on9/1/1l in Phoenix AZ 85018 which Dex would accept judgment in its favor on all claims for $17,500. Ellet accepted the Offer of Judgment on 9/30/11. The court entered judgment on 11/22/11. Judgment collection efforts continue. Embarq Corporation 5454 West 110 St. Steve Perfrement R.H. Donnelley Inc. v. Dex One filed a and other subsidiaries Overland Park, KS Bryan Cave, LLP Embarq Corporation, complaint on May 4, of CenturyLink 66211 1700 Lincoln Street et. al. 2012 seeking a Corporation that are Suite 4100 1 2-CVS-6466 declaratory judgment that parties to the Embarq Denver, CO 80203 Superior Court the publishing agreement publishing agreement Wake County, NC allows Dex One to implement upon-request delivery of directories where state law does not prohibit it. Fischer, John N/A David Gaona Dex One Service, Inc. Dex alleges Gaona Law Firm v. John F. Fischer, et. misappropriation of trade 3101 North Central al. secrets, breach of duty of Avenue Arizona Superior loyalty, breach of Phoenix, AZ 85012 Court contract, and inevitable Maricopa County disclosure. CV2012-092745

DQCSDE: I 86678.1 18201/001 OUNT AR ADThE dTERPRTY- ; APPL!cA13LE DESCRIPTt Geotag, Inc. 2591 Dallas Friedman, Suder & Geotag, Inc. v. Frontier Patent Infringement Parkway Cooke Communications Ste. 505 604 E 4" St #200 Corporation, et al. Frisco, TX 75034 Fort Worth, TX 76102 USDC for the Eastern Knisely, Prehoditch, & District of Texas Panzer Marshall Division 9020 Capitol of Texas Civil Action No. 2:10- Highway N. cv-00265 Bldg. 1 Ste. 300 Austin Texas 78759

Mark Strachan and Shawn Long Sayles Werbner 4400 Renaissance Tower 1201 Elm St. Dallas, TX 75270 Global Creditors N/A Isaac Cohen Dex One Corp. v. Breach of Contract: Network 6 Hughes Ste. 220 Global Creditors Global presently owes Irvine, CA 92618 Network Dex over $700,000.00. Settlement negotiations pending. Haas, Michael N/A David Gaona Dex One Service, Inc. Dex alleges Gaona Law Firm v. John F. Fischer, et. misappropriation of trade 3101 North Central al. secrets, breach of duty of Avenue Arizona Superior loyalty, breach of Phoenix, AZ 85012 Court contract, and inevitable Maricopa County disclosure. CV20 12-092745 Harris, Constance 1419 E. 125 Carl Muller Kansas Workers Compensation Terrace, Unit E Olathe, KS 66061 Hart, David 34 Tipperary Drive N/A South Carolina Workers Compensation Apt. 206 Hardeeville, SC 29927 Herschell, Christina N/A N/A Dex One Service, Inc. Dex alleges v. John F. Fischer, et. misappropriation of trade al. secrets, breach of duty of Arizona Superior loyalty, breach of Court contract, and inevitable Maricopa County disclosure. CV20 12-092745

DOCSDE:1 86678.1 18201/001 :J!1 ___ DWJ JIJRISDICTIONA!J1$ ___' TEl tRT APPLICABLTJ d Hiser, Derek 412 E. 2 St. Martin Lalvey Oregon Workers Compensation The Dalles, OR 97058 Hunter, Gregory N/A Conrad E. Yunker, Oregon (If Needed) Potential Litigation P.C. P.O. Box 101 Salem, OR 97308- 0101 Huston, Nancy 4187 Island Rd. Michael Munsey Tennessee Workers Compensation Bristol, TN 37620 Case No. 73381-2006 Innovatio IP Ventures 181 West Madison Matthew McAndrews Federal Court Alleged infringement of LLC St. Ste. 4600 wireless area network Chicago, IL 60602- technology patent(s). 4515 Jackson, Quentin 32 W. Esther St. N/A Florida Workers Compensation Unit E Orlando, FL 32806 James Enterprises Ltd. 8053 North N/A Cook County Circuit Active arbitration. Milwaukee Ave Court Chicago, IL Prepared to commence Niles, IL 60714 litigation. Jevne, Alice K Dayhu Investments James D. Knudsen Alice K. Jevne v. Personal Injury. Plaintiff LTD. The Crossing Ste. 120 Dayhu Investments, brought personal injury 1st Floor 250 Second Ave south Ltd., et al. claims against Dayhu 1777 W. 75th Ave Minneapolis, MN Reliable Snow and Reliable Snow Vancouver, BC 55401 Plowing Plowing. Dayhu filed a V6P 6P2 third party claim against State of Minnesota, Dex for indemnification. Reliable Snow County of Hennepin Tentative settlement of Plowing District Court, Fourth Jevne's claim as of Attn: Joe Shieri Judicial District 2/19/13. Indemnification 8371 SouthPark Case No. 27-CV-12- claims still pending. Lane 19142 Littleton, CO 80120 Lampos, Mary N/A David Gaona Dex One Service, Inc. Dex alleges Gaona Law Firm v. John F. Fischer, et. misappropriation of trade 3101 North Central al. secrets, breach of duty of Avenue Arizona Superior loyalty, breach of Phoenix, AZ 85012 Court contract, and inevitable Maricopa County disclosure. CV2012-092745 Laurie, William 2308 Becker Court Bradley G. Davis Spokane County Plaintiff alleges wrongful Gordon Spokane, WA 2003 Western Avenue, Superior Court termination, age 99037 Suite 460 Case No. 13200019-3 discrimination, and Seattle, WA 98121 breach of contract

DOCSDE: 186678.118201/001 Jul

APPLICABLE) Li, Zhen 1521 S. Hayworth N/A California Workers Compensation Ave Apt. 103 Los Angeles, CA 90305 74th Mahler, Kelly 3205 S. St. N/A Nebraska Workers Compensation Omaha, NE 68124 Marzo, David 400 Homestead Terry Heady David Marzo v. R.H. Plaintiff alleges age and Road, Apt. 3 54 West Downer Donnelley Inc. sex discrimination and La Grange Park, Place, Suit 106 retaliation. 1L60526 Aurora, IL 60506 U.S. District Court for the Northern District of Illinois

Case No. 1:12-cv- 09198 Oliverson, Larry 929 Washington N/A EEOC Charge No. Plaintiff alleges age Street, #5 541-2012-02125 discrimination. The Denver, CO 80203 Denver, CO EEOC dismissed the charge. However, the dual-filed charge with the Colorado Civil Rights Division may still be pending Orban, Karen 410 Chippewa Dr. N/A Nebraska Workers Compensation Gretna, NE 68102 Patterson, Brenda 4904 Freeport Way N/A United States District Plaintiff asserts race and Denver, CO 80239- Court For The District age discrimination, 4261 Of Colorado unjust enrichment, Case No. 1 1-cv-02336- hostile work LTB-BNB environment and constructive discharge. Settled. Prairie Legal Group, 700 Piper Glen Kopec, White & Prairie Legal Group, Breach of Contract Ltd Drive Spooner Ltd v. Dex One Springfield, IL Attn: Scott Spooner Sangamon County 62711 801 S. MacArthur Circuit Court Blvd. Springfield, IL 62704 Pugliese, Deborah 13276 Rigel Dr. N/A Colorado Workers Compensation Littleton, CO 80124

DOCSDE:186678. 1 18201/001 _

APPLI 75th Revels, Russell 236E St. Lewis Galloway United States District Plaintiff alleges that he Kansas, MO 64132 1600 Genessee St. Court of Kansas and a class of other Ste. 918 telephone marketing Kansas City, MO consultants regularly 64102 worked off the clock and were not paid for their overtime hours. Robert Muse Bail 515 3 d St. South Russell F. Metcalf, N/A Settlement negotiation Bonds and Robert Nampa, ID 83651 PLLC ongoing Muse Suicycle 17 E. Wyoming Avenue P.O. Box 385 Homedale, ID 83628 Robidoux, Cynthia 1259 Vine Gate N/A Utah Workers Compensation Drive Salt Lake City, UT 84124 Rogers, Gail 1266 Grandby N/A EEOC Charge No. Plaintiff alleges race and Street 846-2010-04183 color discrimination. Aurora, CO 80011 Denver, CO The EEOC dismissed the charges, but the dual- filed charge with the Colorado Civil Rights Division may still be pending. Rowe, Rhonda 2913 Chalmar Dr. N/A Ohio Workers Compensation Beavercreek, OH 45431 SC&H Group, LLC. 910 Ridgebrook Lawrence Quinn N/A Potential litigation Rd. Tydings & Rosenberg Sparks, MD 21152 LP 100 East Pratt St. 26th Floor Baltimore, MD 21202 Schwartz, Jill 12060 Brassie Geralyn F. Noonan Florida Commission Plaintiff alleges gender Bend 8250 College on Human Resources discrimination and Apt. 201 Parkway, 201202801 constructive discharge. Fort Myers, FL Suite 202-B Florida EEOC 33913 Forty Myers, FL 15D201200853 33919 Sershen, William 40226 North N/A EEOC Charge No. Plaintiff alleges age Fairgreen Way 540-2011-00522 discrimination. EEOC Anthem, AZ 85086 Phoenix, AZ dismissed. There may still be a charge pending with the Arizona Attorney General, Civil Rights Division.

DOCSDE: 186678.11 8201/00 1 Simon, Jennifer P0 Box 4313 N/A Colorado Workers Compensation Durango, CO 81302 Smith, Carl N/A David Gaona Dex One Service, Inc. Dex alleges Gaona Law Firm v. John F. Fischer, et. misappropriation of trade 3101 North Central al. secrets, breach of duty of Avenue Arizona Superior loyalty, breach of Phoenix, AZ 85012 Court contract, and inevitable Maricopa County disclosure. CV20 12-092745 96th Smith, Layton 6122 S Ct. N/A Nebraska Workers Compensation Apt. 25 Omaha, NE 68127 Straub, William 11608 Bellamah Mark Jarner New Mexico Case Workers Compensation Ave. NE Case No. 1157823 Albuquerque, NM 87112 Turner, Garry L. 8466 SW Hayden Todd Westmorland Oregon Workers Compensation Dr. Case No. 133 CB Beaverton, OR EGF 1 99GP 97007 Warp (Christenson), 8050 Lakeview N/A EEOC Charge No. Plaintiff asserts sex and Christie Drive 846-2010-59171 age discrimination. The Parker, CO 80134 Denver, CO EEOC dismissed the charges, but the dual- filed charge with the Colorado Civil Rights Division may still be pending. Wiitanen, Terry 1358 S. Gosling P1. N/A Idaho Workers Compensation Eagle, ID 83616- 6327 Williams, Dick of 139 East N/A Demand for Plaintiff alleges breach Williams, Williams Washington Street Arbitration Letter of contract based on and Loeffel, PC Peoria, Illinois book distribution and ad 61611 size. Settlement has been reached.

DOCSDE: 186678.118201/001 EXHIBIT A(v)

Claims Related to Contracts and Leases

Unless otherwise released by the Plan, the Debtors expressly reserve the Causes of Action, based in whole or in part upon any and all contracts and leases to which any Debtor or Reorganized Debtor is a party or pursuant to which any Debtor or Reorganized Debtor has any rights whatsoever. The claims and Causes of Actions reserved include, without limitation, Causes of Action against vendors, suppliers of goods or services, or any other parties: (a) for overpayments, back charges, duplicate payments, improper holdbacks, deposits, warranties, guarantees, indemnities, recoupment, or setoff; (b) for wrongful or improper termination, suspension of services or supply of goods, or failure to meet other contractual or regulatory obligations; (c) for failure to fully perform or to condition performance on additional requirements under contracts with any one or more of the Debtors before the assumption or rejection, if applicable, of such contracts; (d) for payments, deposits, holdbacks, reserves, or other amounts owed by any creditor, utility, supplier, vendor, insurer, surety, factor, lender, bondholder, lessor, or other party; (e) for any liens, including mechanic's, artisan's, materialmen' s, possessory, or statutory liens held by any one or more of the Debtors; (f) counterclaims and defenses related to any contractual obligations; (g) any turnover actions arising under section 542 or 543 of the Bankruptcy Code; (h) for unfair competition, interference with contract or potential business advantage, breach of contract, infringement of intellectual property, or any business tort claims; and (i) any accumulated service credits, both those that may apply to future vendor invoices and those from which the Debtors may be entitled to receive a refund. There is no schedule to this Exhibit A(v).

DOCSDE:186678. 1 18201/001 Exhibit A(vi)

Claims Related to Customer Obligations

Unless otherwise released by the Plan, the Debtors expressly reserve all Causes of Action against or related to all customers that owe or may in the future owe money to the Debtors or the Reorganized Debtors, whether for unpaid invoices; unretumed, missing, or damaged inventory; or any other matter whatsoever. In order to protect the privacy of the Debtors' customers, there is no schedule to this Exhibit A(vi).

DOCSDE:1 86678.118201/001 EXHIBIT B

SECTION 1129(a)(5) DISCLOSURES

In accordance with section 4.13 of the Plan and section 11 29(a)(5) of the Bankruptcy Code, this Exhibit B lists the identities and affiliations of the members of the boards of directors of the Reorganized Debtors and the officers of the Reorganized Debtors who will serve on the Effective Date and who have been identified as of the date hereof, together with the nature of the compensation to be paid to such individuals.

I. List of Members and Nature of Compensation of the Reorganized Debtors' Boards of Directors

A. List of Members and Nature of Compensation of the Newdex Board of Directors

On the Effective Date, the Newdex Board will comprise 10 members. The members of the Newdex Board and their relevant experience are set forth below:

Name Relevant Experience

Jonathan B. Bulkeley Mr. Bulkeley has served on the Dex One board of directors since January 2010, and previously served as non-executive Chairman of the Board from September 2010 to August 2011. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and micro cap equities, in March 2009 and has served as its Chief Investment Officer since inception. A graduate of Yale University, Mr. Bulkeley most recently served as Chief Executive Officer of Scanbuy, Inc., a global leader in visual navigation for the wireless industry, from 2006 to August 2010. Mr. Bulkeley previously served as Chief Executive Officer of barnesandnoble.com , and Chairman and Chief Executive Officer of Lifeminders. Mr. Bulkeley currently serves as director for Spark Networks, UST Global Private Markets Fund, LLC, Bank of Americas Excelsior Buyout Fund of Funds, and Excelsior Lasalle Real Estate Fund. He previously served as a director for The Readers Digest Association, Edgar online, QXL, and Cross Media Marketing, as well as various private companies. Thomas Gardner Mr. Gardner has served on the SuperMedia board of directors since December 31, 2009. He also serves on the audit committee and as the chairman of the compensation committee. He is a trustee for Guideposts, and previously served as a trustee for Northern Westchester Hospital and Reader's Digest Foundation. He served as Executive Vice President of Reader's Digest Association, Inc. from

DOCSDE: 186678.118201/001 Name Relevant Experience 2006 to 2007, and was President of Reader's Digest International from 2003 to 2007. Prior to holding those positions, he held numerous other positions with Reader's Digest Association, Inc. from 1992 to 2007, including: President, North American Books and Home Entertainment; President, Global Marketing; Senior Vice President, Corporate Strategy and U.S. New Business Development; Vice President, Marketing, Reader's Digest USA; and Director, Corporate Planning. From 1989 to 1992, Mr. Gardner was a management consultant for McKinsey & Co. Mr. Gardner's other experience includes serving in the project management of General Foods Corporation's desserts division and Yankelovich, Skelly and White, Inc.'s industrial and corporate communications division. Mr. Gardner has an M.B.A. from Stanford University and a B.A. in Political Science from Williams College.

Richard K. Kuersteiner Mr. Kuersteiner has served on the Dex One board of directors since January 2010. Until his retirement on April 30, 2012, Mr. Kuersteiner served as Associate General Counsel for Franklin Templeton Investments. Since 1990, he served in various capacities at Franklin Resources, Inc., including Director of Restructuring, Managing Corporate Counsel, and Associate General Counsel, and had served as an officer of virtually all of the Franklin Templeton funds. Prior to joining Franklin Resources, Mr. Kuersteiner served as a Commander in the Navy Judge Advocate General's Corp, an Assistant Florida Attorney General, a managing attorney in the Navy Office of the General Counsel, a NASA attorney, and a Special Assistant United States Attorney for the Northern and Southern Districts of California. Mr. Kuersteiner currently serves as a director for Dynegy Inc. Mr. Kuersteiner earned his B.A. from Washington and Lee University and his J.D. from the University of Florida College of Law and attended the Program of Instruction for Attorneys at Harvard Law School. W. Kirk Liddell Mr. Liddell has served on the Dex One board of directors since January 2010. Since 1984, he has served as President, Chief Executive Officer, and director of Irex Corporation. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities, and antitrust law. Mr. Liddell currently serves as a director for High Industries, Inc. and has previously served as a director for Specialty Products & Insulation Co., PCI Inc., CoreStates Hamilton Bank, and Penn Fuel Gas, Inc. Mr. Liddell graduated with high honors from Princeton University in 1971 with an A.B. in Economics, and he received his J.D. and

2 DOCSDE: 186678.118201/001 Name Relevant Experience M.B.A. degrees in 1976 from the University of Chicago Law School and Graduate School of Business.

Peter McDonald Mr. McDonald has been SuperMedia's President and Chief Executive Officer and has served as a director of the company since December 2010. From October 4, 2010 to December 9, 2010, Mr. McDonald served as SuperMedia's interim Chief Executive Officer. Prior to joining SuperMedia, Mr. McDonald held various positions at R.H. Donnelley Corporation, including as President and Chief Operating Officer from 2004 through 2008. From 2002 to 2008, Mr. McDonald served as Senior Vice President and President of Donnelley Media. Mr. McDonald served as a director of R.H. Donnelley between 2001 and 2002. From 1999 to 2000, Mr. McDonald served as President and Chief Executive Officer of SBC Directory Operations, a publisher of yellow pages directories. He was President and Chief Executive Officer of Ameritech Publishing's yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Prior to that, Mr. McDonald was President and Chief Executive Officer of DonTech and served in a variety of sales positions at R.H. Donnelley, after beginning his career at National Telephone Directory Corporation. He is also a past Vice Chairman of the Yellow Pages Association and the Chairman of the Local Search Association.

Mark A. McEachen Mr. McEachen has served on the Dex One board of directors since January 2010. Mr. McEachen has served as Executive Vice President of Freedom Communications, Inc., a national information and entertainment company of print publications and interactive businesses, since February 2013. From April 2010 to February 2013, Mr. McEachen served as Freedom's Executive Vice President, Chief Operating Officer and Chief Financial Officer. From May 2009 to April 2010, Mr. McEachen served as Freedom's Senior Vice President and Chief Financial Officer. He previously served as Chief Financial Officer of Fabrik, Inc., a designer, manufacturer, and marketer of online services solutions, as well as interim Chief Executive Officer and Chief Operating and Financial Officer of BridgeCo Inc., a digital entertainment networking company. Mr. McEachen received a B.A. in Economics from the University of Western Ontario and an M.B.A. from the University of Windsor, in Ontario, Canada. Thomas Rogers Mr. Rogers has served on the SuperMedia board of directors since 2006 and as Vice Chairman of the Board since July 2010. He also serves as a member of the compensation committee and the nominating and corporate governance committee. Mr. Rogers

DOCSDE: 186678.118201/001 Name Relevant Experience currently serves as President and Chief Executive Officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves on the board of directors of TiVo Inc. Mr. Rogers previously served as Chairman of the Board of Teleglobe International Holdings, Ltd., a provider of international voice, data, Internet, and mobile roaming services, from November 2004 to February 2006. He also has served as Chairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the Senior Operating Executive for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. From October 1999 to April 2003, he served as Chairman and Chief Executive Officer of Primedia, Inc., a print, video, and online media company. From January 1987 until October 1999, Mr. Rogers held positions with National Broadcast Company, Inc., including President of NBC Cable and Executive Vice President. Alan F. Schultz Mr. Schultz has served on the Dex One board of directors since 2005 and currently serves as non-executive Chairman of the Board. Mr. Schultz also served as Dex One's non-executive Chairman of the Board from June 2010 to September 2010. Mr. Schultz currently serves as non-executive Chairman of the Board of Valassis Communications, Inc., a leader within the marketing services and promotional media industries, following his retirement as President and Chief Executive Officer effective December 31, 2011. From 1998 through 2011, Mr. Schultz served as Chairman, President, and Chief Executive Officer of Valassis. Prior to that, Mr. Schultz held numerous executive positions in sales, marketing, operations, and finance with Valassis. Under his leadership, the company received numerous awards for excellence in business ethics, quality, innovation, and employee-life practices. He has served on the Board of Directors of The Ad Council and The American Advertising Federation. A Certified Public Accountant, Mr. Schultz joined Valassis from Deloitte and Touche in 1984. Mr. Schultz is a graduate of the University of Michigan. John Slater Mr. Slater has served on the SuperMedia board of directors since January 21, 2010. He currently serves as a Senior Vice President at Paulson & Co. Inc. where he focuses on investments in the media, telecom, and technology sectors. Mr. Slater joined Paulson in January 2009. From 2004 to 2008, he was a Vice President at Lehman Brothers and Barclays Capital in the global trading strategies group focusing on investments in the media and other sectors. Prior to working at Lehman, he was Senior Director of finance and strategy

ri DOCSDE: 186678.11 8201/00 1 Name Relevant Experience at NextSet Software Inc., a financial trading systems software vendor. He started his career as an associate consultant at Burlington Consultants, a strategy consultancy based in London. He holds an M.B.A. from INSEAD, an M.A. and B.A. from the University of Cambridge, and he is a CFA Charterholder.

Doug Wheat Mr. Wheat has served as Chairman of the SuperMedia board of directors since July 2010. From October 2010 to December 2010 he served as Executive Chairman. He currently serves as Chairman of AMN Healthcare Services, Inc., one of the leading temporary healthcare staffing companies in the world. Mr. Wheat previously served as a director of Playtex Products, Inc. from 1995 to 2007 (including serving as its Chairman from 2004 to 2006). Mr. Wheat has served as a member of the boards of directors of Dr. Pepper/Seven-Up Companies, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Smarte Carte Corporation, Nebraska Book Corporation, and ALC Communications Corporation. Since 2008, he has served as Managing Partner of Southlake Equity Group (formerly Challenger Equity Group), a private investment firm. Prior to Southiake Equity Group, he served as President of Haas Wheat & Partners, a private investment firm specializing in strategic equity investments and leveraged buyouts of middle market companies from 1992 to 2006. Mr. Wheat also held various leadership and senior management positions at Grauer & Wheat and Donaldson Lufkin & Jenrette Securities Corporation earlier in his career.

Following the Effective Date, it is expected that a compensation committee of Newdex will be formed. Director compensation will be determined by Newdex's compensation committee but will be based on Dex One's and SuperMedia's historical director compensation, as set forth below: Historical Compensation for the Dex One Board of Directors: Type of Compensation Amount of Compensation Annual retainer $125,000, payable $50,000 in cash and $75,000 in Dcx One common stock

Additional retainer payable to the non- $75,000, payable in cash executive Chairman Additional retainer payable to the Chair of the $25,000, payable in cash Audit and Finance Committee Additional retainer payable to each of the $15,000, payable in cash

5 DOCSDE:186678. I 18201/001 Type of Compensation Amount of Compensation Chairs of the Compensation and Benefits and Corporate Governance Committees Meeting fees for each Board and Board $2,000, payable in cash Committee meeting attended Reimbursement for reasonable costs and Actual costs and expenses expenses associated with attendance at Board and Board Committee meetings and other Dex One business

Historical Compensation for the SuperMedia Board of Directors:

Type of Compensation Amount of Compensation Annual retainer $70,000, payable in cash Chairman Fee $109,500, payable in cash Vice Chairman Fee $10,000, payable in cash Chairs of the Compensation and Audit $20,000, payable in cash Committee Fees Chair of the Nominating and Corporate $10,000, payable in cash Governance Committee Fee Meeting fees for each Board and Board $2,000, payable in cash Committee meeting not regularly scheduled Equity-based compensation $70,000, payable in 5,000 shares of restricted stock and the balance paid in cash Reimbursement for reasonable costs and Actual costs and expenses expenses associated with attendance at Board and Board Committee meetings

II. List of Members and Nature of Compensation of the Reorganized Debtors', Other than Newdex's, Boards of Directors

On the Effective Date, the terms of the current members of the boards of directors of Dex One and Newdex shall terminate. Also, Spruce Acquisition Sub, Inc. is merging with and into SuperMedia, in accordance with section 4.16(a)(2) of the Plan. It is anticipated that the Spruce Acquisition Sub, Inc. board of directors will be composed of members of the SuperMedia management team, which is listed in SuperMedia's disclosures pursuant to section 1129(a)(5) of the Bankruptcy Code, attached as Exhibit 1 to this Exhibit B (the "SuperMedia Section

1129(a ) (5) Disclosures"). Otherwise, on the Effective Date, the exiting directors of the Debtors shall serve in their current capacities in the Reorganized Debtors.

on DOCSDE: 186678.118201/001 The current members of the boards of directors for Dex Media, Inc., Dex Media East, Inc., Dex Media West, Inc., Dex Media Service LLC, Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., and R.H. Donnelley Corporation and their relevant experience are set forth below:

Name Relevant Experience

Alfred Mockett Alfred Mockett was appointed Chief Executive Officer of Dex One and to its Board of Directors in September 2010. Mr. Mockett has more than 30 years experience in executive management and strategic decision-making at a number of leading technology, telecommunications, and professional services companies. Prior to joining Dex One, he served as Chairman and Chief Executive Officer of Corinthian Capital LLC, working with private equity companies on a variety of projects, including broadband roll out for rural communities and inner cities under the 2009 stimulus bill. He also served as Vice Chairman of the Wolftrap Foundation for the Arts and Trustee for the Committee for Economic Development. Mr. Mockett's experience also includes serving: (a) as Chairman and Chief Executive Officer of Motive Inc, a leading provider of software management services to communications providers; (b) as Chairman and Chief Executive Officer of American Management Systems, a global business and information technology consulting firm for the U.S. federal and state governments, and the financial services and communications industries; (c) in various executive-management positions during ten years at BT Group (formerly British Telecom), including oversight for several operating units, including mobile, Yellow Pages, business and global communications, and BT Ignite, a data and broadband solutions provider for businesses; and (d) as President of Memorex Telex, a global provider of information technology solutions. Mr. Mockett graduated with honors from the University of London.

Gregory Freiberg Mr. Freiberg was appointed Executive Vce President and Chief Financial Officer of Dex One in September 2011. He is responsible for all finance operations at Dex One. Mr. Freiberg most recently served as the Chief Financial Officer at Savvis, a $1 billion global outsourcing data center provider, where he was responsible for strategy and execution of the business model and acquisitions. Prior to Savvis, Mr. Freiberg was the Chief Financial Officer of XO Holdings, a Fortune 1000 telecom and broadband fixed wireless company. He also held positions as Senior Vice President of Finance with Asia NetcomlAsia Global Crossing, Senior Vice President for Level 3 Communications, and Chief Financial Officer for MCI-WorldCom in Asia Pacific. He also served in the U.S.

7 DQCSDE:186678. 118201/001 Name Relevant Experience Army National Guard, rising to Captain and Infantry Company Commander. Mr. Freiberg received a B.S. in Business Administration from the University of South Dakota.

Richard Kuersteiner See Mr. Kuersteiner' s biography in Section I above.

Mark Hianik Mr. Hianik was appointed Senior Vice President, General Counsel, and Chief Administrative Officer of Dex One in March 2012. In this role, Mr. Hianik is responsible for the legal and human resources functions. Mr. Hianik joined Dex One as Senior Vice President, General Counsel, and Corporate Secretary in April 2008. Previously, Mr. Hianik was Vice President and Assistant General Counsel at Tribune Company, a Chicago-based media company, where he served as senior mergers and acquisitions counsel. Prior to joining Tribune, Mr. Hianik was a corporate and securities partner with Wildman, Harrold, Allen & Dixon, a national law firm. Before attending law school, Mr. Hianik, a Certified Public Accountant, was an auditor for Arthur Andersen in Chicago. Mr. Hianik holds a B.S. in Accounting from the University of Illinois and a J.D. from Loyola University of Chicago.

It is expected that the above directors will continue in such roles with the Reorganized Debtors on the Effective Date and receive the same compensation they currently receive. Mr. Kuersteiner, the only non-employee director listed above, will receive compensation as described above in Section I. Mr. Freiberg, Mr. Hianik, and Mr. Mockett will also be officers of the Reorganized Debtors. As such, the compensation for each of these directors is set forth in Section III below. The Reorganized Debtors reserve the right to select different or additional board members and set compensation according to policies to be adopted on or after the Effective Date. To that end, it is expected that after the Effective Date, the Reorganized Debtors will select different board members to replace Alfred Mockett, Gregory Freiberg, Richard Kuersteiner, and Mark Hianik.

III. List and Nature of Compensation of the Reorganized Debtors' Officers

On the Effective Date, the appointment of the officers of Dex One shall terminate, and the appointment of the current President and Chief Executive Officer of Newdex shall terminate. It is expected that the compensation committee of Newdex will determine the compensation of the Chief Executive Officer and other executive officers of Newdex and will evaluate and determine the appropriate executive compensation philosophy and objectives for Newdex. Otherwise, it is expected that on the Effective Date, the Debtors' existing officers listed below will be officers of the Reorganized Debtors and receive their current compensation. Those officers of the SuperMedia Debtors that will be officers of the Reorganized Debtors on the Effective Date, including Peter McDonald, who will serve as President and Chief Executive Officer of Newdex, are listed separately in the SuperMedia Section 1 129(a)(5) Disclosures.

[$1 DOCSDE:186678. 1 18201/001

All of the individuals listed below have been officers or employees of the Debtors since prior to the Debtors' commencement of the Chapter 11 Cases. Officer compensation for the Reorganized Debtors will comprise base salary and annual incentive compensation. Annual incentive compensation comprises two separate incentive plans and is expressed as a percentage of an officer's base salary. The Annual Incentive Program ("j") is available to officers with the titles of Senior Vice President, Executive Vice President, and President and Chief Executive Officer. The Short-Term Incentive Plan ("STIP") is available to all non-union officers not covered under another incentive plan. Bonus payments for the STIP and AlP will be payable quarterly and will be made based on Dex One's performance in print ad sales, digital ad sales, EBITDA, and free cash flow. Additionally, the Newdex compensation committee may distribute equity incentives to one or more of the officers listed below.

The top four officers of the Debtors and their base salary and annual incentive compensation as of the Effective Date are set forth below:

Base Annual Incentive Name Position Salary Compensation Alfred Mockett President and Chief $975,000 AlP Target 100% of Salary Executive Officer

Gregory Freiberg Executive VP and Chief $425,000 AlP - Target 65% of Salary Financial Officer

Richard Hanna Executive VP, Sales and $500,000 AlP - Target 65% of Salary Marketing Mark Hianik Senior VP, General $450,000 AlP - Target 50% of Salary Counsel, Chief Administrative Officer, and Corp. Secretary

The Reorganized Debtors reserve the right to select different or additional officers and set compensation according to policies to be adopted on or after the Effective Date. To that end, it is expected that after the Effective Date, the Reorganized Debtors will replace the officers listed above with the officers listed in the SuperMedia Section 1129(a)(5) Disclosures. For example, it is anticipated that Samuel D. Jones, Del Humenik, Cody Wilbanks, and Peter J. McDonald will assume the roles currently held by Gregory Freiberg, Richard Hanna, Mark Hianik, and Alfred Mockett, respectively.

DOCSDE:186678.1 18201/001 EXHIBIT 1

SUPERMEDIA SECTION 1129(a)(5) DISCLOSURES

DOCSDE: 186678.1 18201/001 EXHIBIT B

SECTION 1129(a)(5) DISCLOSURES

1. List of Members and Nature of Compensation of the Reorganized Debtors' Boards of Directors

A. List of Members and Nature of Compensation of the Newdex Board of Directors

On the Effective Date, the Newdex Board will comprise ten members. The members of the Newdex Board and their relevant experience are set forth below:

Name Relevant Experience

Jonathan B. Bulkeley Mr. Bulkeley has served on the Dex One board of directors since January 2010, and previously served as non-executive Chairman of the Board from September 2010 to August 2011. Mr. Bulkeley founded Blue Square Capital Management LLC, which operates the Blue Square Small Cap Value Fund, a hedge fund investing in global small and micro cap equities, in March 2009 and has served as its Chief Investment Officer since inception. A graduate of Yale University, Mr. Bulkeley most recently served as Chief Executive Officer of Scanbuy, Inc., a global leader in visual navigation for the wireless industry, from 2006 to August 2010. Mr. Bulkeley previously served as Chief Executive Officer of bamesandnoble.com , and Chairman and Chief Executive Officer of Lifeminders. Mr. Bulkeley currently serves as director for Spark Networks, UST Global Private Markets Fund, LLC, Bank of Americas Excelsior Buyout Fund of Funds, and Excelsior Lasalle Real Estate Fund. He previously served as a director for The Readers Digest Association, Edgar online, QXL, and Cross Media Marketing, as well as various private companies.

Thomas Gardner Mr. Gardner has served on the SuperMedia board of directors since December 31, 2009. He also serves on the audit committee and as the chairman of the compensation committee. He is a trustee for Guideposts, and previously served as a trustee for Northern Westchester Hospital and Reader's Digest Foundation. He served as Executive Vice President of Reader's Digest Association, Inc. from 01:13493725.1 Name Relevant Experience 2006 to 2007, and was President of Reader's Digest International from 2003 to 2007. Prior to holding those positions, he held numerous other positions with Reader's Digest Association, Inc. from 1992 to 2007, including President, North American Books and Home Entertainment; President, Global Marketing; Senior Vice President, Corporate Strategy and U.S. New Business Development; Vice President, Marketing, Reader's Digest USA; and Director, Corporate Planning. From 1989 to 1992, Mr. Gardner was a management consultant for McKinsey & Co. Other experience includes time with General Foods Corporation in product management, desserts division, and with Yankelovich, Skelly and White, Inc., industrial and corporate communications division, in project management. Mr. Gardner has an M.B.A. from Stanford University and a B.A. in Political Science from Williams College.

Richard K. Kuersteiner Mr. Kuersteiner has served on the Dex One board of directors since January 2010. Until his retirement on April 30, 2012, Mr. Kuersteiner served as Associate General Counsel for Franklin Templeton Investments. Since 1990, he served in various capacities at Franklin Resources, Inc., including Director of Restructuring, Managing Corporate Counsel, and Associate General Counsel, and had served as an officer of virtually all of the Franklin Templeton funds. Prior to joining Franklin Resources, Mr. Kuersteiner served as a Commander in the Navy Judge Advocate General's Corp, an Assistant Florida Attorney General, a managing attorney in the Navy Office of the General Counsel, a NASA attorney, and a Special Assistant United States Attorney for the Northern and Southern Districts of California. Mr. Kuersteiner currently serves as a director for Dynegy Inc. Mr. Kuersteiner earned his B.A. from Washington and Lee University and his J.D. from the University of Florida College of Law, and attended the Program of Instruction for Attorneys at Harvard Law School. W. Kirk Liddell Mr. Liddell has served on the Dex One board of directors since January 2010. Since 1984, he has served as President, Chief Executive Officer, and director of Irex Corporation. Prior to joining Irex Corporation, Mr. Liddell was an associate at Covington & Burling in Washington, D.C., where he practiced corporate law with a focus on bank regulation, securities, and antitrust law. Mr. Liddell currently serves as a director for High Industries, Inc. and has previously served as a director for Specialty Products & Insulation Co., PCI Inc., CoreStates Hamilton Bank, and Penn Fuel Gas, Inc. Mr. Liddell graduated with high honors from Princeton University in 1971 with an A.B. in Economics and he received his J.D. and M.B.A.

01:13493725.1 2 Name Relevant Experience degrees in 1976 from the University of Chicago Law School and Graduate School of Business.

Peter McDonald Mr. McDonald has been SuperMedia's President and Chief Executive Officer and has served on the SuperMedia board of directors since December 2010. From October 4, 2010 until December 9, 2010, Mr. McDonald served as SuperMedia's interim Chief Executive Officer. Prior to joining SuperMedia, Mr. McDonald held various positions at R.H. Donnelley Corporation (now known as Dex One Corporation), including as President and Chief Operating Officer from 2004 through 2008. From 2002 to 2008, Mr. McDonald served as Senior Vice President and President of Donnelley Media. Mr. McDonald served as a director of R.H. Donnelley between 2001 and 2002. Previously, Mr. McDonald served as President and Chief Executive Officer of SBC Directory Operations, a publisher of yellow pages directories, from 1999 to 2000. He was President and Chief Executive Officer of Ameritech Publishing's yellow pages business from 1994 to 1999, when Ameritech was acquired by SBC. Prior to that, Mr. McDonald was President and Chief Executive Officer of DonTech and served in a variety of sales positions at R.H. Donnelley, after beginning his career at National Telephone Directory Corporation. He is also a past Vice Chairman of the Yellow Pages Association and the Chairman of the Local Search Association.

01:13493725.1 Name Relevant Experience nominating and corporate governance committee. Mr. Rogers currently serves as President and Chief Executive Officer of TiVo Inc., a provider of television-based interactive and entertainment services, a position he has held since July 2005. He also currently serves on the board of directors of TiVo Inc. Mr. Rogers previously served as Chairman of the Board of Teleglobe International Holdings, Ltd., a provider of international voice, data, Internet and mobile roaming services, from November 2004 to February 2006. He also has served as Chairman of TRget Media LLC, a media industry investment and operations advisory firm, since July 2003. Mr. Rogers served as the Senior Operating Executive for media and entertainment for Cerberus Capital Management, a large private equity firm, from 2004 to July 2005. From October 1999 to April 2003, he served as Chairman and Chief Executive Officer of Primedia, Inc., a print, video and online media company. From January 1987 until October 1999, Mr. Rogers held positions with National Broadcast Company, Inc., including President of NBC Cable and Executive Vice President. Alan F. Schultz Mr. Schultz has served on the Dex One board of directors since 2005 and currently serves as non-executive Chairman of the Board. Mr. Schultz also served as Dcx One's non-executive Chairman of the Board from June 2010 to September 2010. Mr. Schultz currently serves as non-executive Chairman of the Board of Valassis Communications, Inc., a leader within the marketing services and promotional media industries, following his retirement as President and Chief Executive Officer effective December 31, 2011. From 1998 through 2011, Mr. Schultz served as Chairman, President and Chief Executive Officer of Valassis. Prior to that, Mr. Schultz held numerous executive positions in sales, marketing, operations, and finance with Valassis. Under his leadership, the company received numerous awards for excellence in business ethics, quality, innovation, and employee-life practices. He has served on the Board of Directors of The Ad Council and The American Advertising Federation. A Certified Public Accountant, Mr. Schultz joined Valassis from Deloitte and Touche in 1984. Mr. Schultz is a graduate of the University of Michigan. John Slater Mr. Slater has served on the SuperMedia board of directors since January 21, 2010. He currently serves as a Senior Vice President at Paulson & Co. Inc. where he focuses on investments in the media, telecom and technology sectors. Mr. Slater joined Paulson in January 2009. From 2004 to 2008, he was a Vice President at Lehman Brothers and Barclays Capital in the global trading strategies group focusing on investments in the media and other sectors. Prior to

01:13493725.1 4 Name Relevant Experience working at Lehman, he was Senior Director, finance and strategy at NextSet Software Inc., a financial trading systems software vendor. He started his career as an associate consultant at Burlington Consultants, a strategy consultancy based in London. He holds an M.B.A. from INSEAD, an M.A. and B.A. from the University of Cambridge and he is a CFA Charterholder.

01:13493725.1 Historical Compensation for the Dex One Board of Directors: Type of Compensation Amount of Compensation Annual retainer $125,000, payable $50,000 in cash and $75,000 in Dex One common stock

Additional retainer payable to the non- $75,000, payable in cash executive Chairman Additional retainer payable to the Chair of the $25,000, payable in cash Audit and Finance Committee

Additional retainer payable to each of the $15,000, payable in cash Chairs of the Compensation and Benefits and Corporate Governance Committees

Meeting fees for each Board and Board $2,000, payable in cash Committee meeting attended Reimbursement for reasonable costs and Actual costs and expenses expenses associated with attendance at Board and Board Committee meetings and other Dex One business

Historical Compensation for the SuperMedia Board of Directors: Type of Compensation Amount of Compensation Annual retainer $70,000, payable in cash Chairman Fee $109,500, payable in cash Vice Chairman Fee $10,000, payable in cash Chairs of the Compensation and Audit $20,000, payable in cash Committee Fees

Chair of the Nominating and Corporate $10,000, payable in cash Governance Committee Fee Meeting fees for each Board and Board $2,000, payable in cash Committee meeting not regularly scheduled Equity-based compensation $70,000, payable in 5,000 shares of restricted stock and the balance paid in cash Reimbursement for reasonable costs and Actual costs and expenses expenses associated with attendance at Board and Board Committee meetings

01:13493725.1 II. List of Members and Nature of Compensation of the Reorganized Debtor, SuperMedia Inc.'s Board of Directors

On the Effective Date, the terms of the current members of the SuperMedia Inc. board of directors shall terminate, and the following individuals are expected to serve as the initial directors of SuperMedia Inc. It is expected that the directors of SuperMedia Inc. will be members of the SuperMedia management team and will receive compensation consistent with current practices. The Reorganized Debtors reserve the right to select different or additional board members and set compensation according to policies to be adopted on or after the Effective Date.

Name Relevant Experience

Samuel D. Jones Mr. Jones has served as the Executive Vice President - Chief Financial Officer and Treasurer of SuperMedia Inc. since September 2008. Mr. Jones is responsible for SuperMedia's financial operations and is also the primary liaison with the investment community, responsible for investor relations programs; strategic communications with the shareholders, both institutional and individual; and leading the mergers and acquisitions team in financially beneficial transactions. Prior to his current position, Mr. Jones served as acting Chief Financial Officer and Treasurer from November 2007 to September 2008. Mr. Jones also served as Executive DirectorFinancial Reporting and Analysis and Mergers and Acquisitions for Verizon Information Services (VIS) from 2002 to 2006. Prior to holding that position, Mr. Jones began his career as ManagerCost Accounting for GTE Southwest. He advanced through positions of increasing responsibility, including Manager Regulatory Accounting for GTE Central and DirectorGeneral Accounting and Financial Reporting for GTE Directories.

Peter J. McDonald See Mr. McDonald's biography in Section I above.

III. List of Members and Nature of Compensation of the Other Reorganized Debtors' Boards of Directors

The following individuals are expected to be the initial members of the boards of directors for SuperMedia LLC, SuperMedia Services Inc. and SuperMedia Sales Inc. It is expected that the directors of SuperMedia LLC, SuperMedia Services Inc. and SuperMedia Sales Inc. will receive compensation consistent with current practices. The Reorganized Debtors reserve the right to select different or additional board members and set compensation according to policies to be adopted on or after the Effective Date.

01:13493725.1 Name Relevant Experience

Gary C. Hruska Mr. Hruska Gary Hruska is the Vice President Operations for SuperMedia. Having held this position since 2006, Mr. Hruska is responsible for Printing, Publishing and Digital fulfillment. Prior to this, 2003-2005, Mr. Hruska was Interim Vice President of Operations responsible for Billing, Printing, Publishing, Information Technology and Distribution. Mr. Hruska has held positions of Executive Director Publishing, 2002-2005, Executive Director IT Planning & Resource Management, 2001-2002, and Executive Director Sales Operations, 2000-2001, for Verizon Information Services. 'While with GTE Directories, he was Vice President Sales Operations & Quality, 1999-2000, and held various positions in the publishing organization culminating in the position of Area Vice President Publishing, 1988-1999. Mr. Hruska began his career with GTE Directories in the finance organization holding various position of increasing responsibilities culminating with the position of Director of Accounting, 1976-1988.

Del Humenik Mr. Humenik has served as the Executive Vice President Sales East of SuperMedia Inc. since November 2010 with responsibility for ensuring that SuperMedia provides local businesses in the eastern United' States with effective Yellow Pages, local search, and direct mail advertising tailored to their specific needs. He previously served as Senior Vice PresidentSales & Marketing for Paychex Inc. from 2009 to 2010. Prior to his role at Paychex Inc., Mr. Humenik served as Senior Vice President and General Manager for R.H. Donnelly Corporation from 2004 to 2008. Prior to 2004, he was employed by SuperMedia's predecessor companies for nearly 20 years, holding various sales management and executive positions.

Samuel D. Jones See Mr. Jones' biography in Section II above.

Peter J. McDonald See Mr. McDonald's biography in Section I above.

Cody Wilbanks Mr. Wilbanks has been SuperMedia's Corporate Secretary since August 2008 and Executive Vice PresidentGeneral Counsel since September 2008. In addition, Mr. Wilbanks served as acting Executive Vice PresidentGeneral Counsel from April 2008 through August 2008. Mr. Wilbanks has responsibility for SuperMedia's legal, public policy, government relations, compliance and security functions. He also served as Vice President, Associate General CounselCommercial Transactions from 2006 to 2008. From 1987 through 2006, Mr. Wilbanks was employed by Verizon Communications Inc. and its predecessor GTE 01:13493725.1 8

Name Relevant Experience Incorporated, in the legal departments of various business units, including GTE Southwest Inc., GTE Telephone Operations World Headquarters, GTE Airfone Inc. and GTE Communications Corp. Mr. Wilbanks successfully served in a number of increasingly responsible positions across a broad range of legal disciplines, including Vice PresidentGeneral Counsel of Airfone.

IV. List and Nature of Compensation of the Reorganized Debtors' Officers

It is expected that on the Effective Date, certain of the Debtors' existing officers will continue with the Reorganized Debtors and receive compensation consistent with current practices. The Reorganized Debtors reserve the right to select different or additional officers and set compensation according to policies to be adopted on or after the Effective Date. Disclosures regarding the officers of Dex Media Inc., the Reorganized Debtors' parent after the Effective Date, and its other subsidiaries are available in the Dex Debtors' Plan Supplement, which is available at the Dex Debtors' restructuring website, www.epiql 1 .comldexone.

All of the individuals listed below were officers or employees of the Debtors prior to the commencement of the chapter 11 cases and are expected to continue with the Reorganized Debtors after the Effective Date. Officer compensation for the Debtors is comprised of base salary and other compensation.

The top five officers of the Debtors and their 2011 base salary and total compensation are set for the below:

Name Position Base Salary Total Compensation Peter J. McDonald President and Chief $900,000 $1,834,788 Executive

Samuel D. Jones Executive Vice President, $450,000 $1,387,117 Chief Financial Officer and Treasurer

Frank P. Gatto Executive Vice President - $400,000 $904,785 Operations

Del Humenik Executive Vice President - $450,000 $1,356,184 Sales

Cody Wilbanks Executive Vice President, $425,000 $971,134 General Counsel and Secretary

01:13493725.1 9 Internal CM/ECF Live Database Page 1 of 2

File a Plan:

13-10533-KG Dex One Corporation Type: bk Chapter: 11 v Office: 1 (Delaware) Assets: y Judge: KG Case Flag: CLMSAGNT, MEGA, LEAD

U.S. Bankruptcy Court

District of Delaware

Notice of Electronic Filing

The following transaction was received from Peter J. Keane entered on 4/1/2013 at 12:57 PM EDT and filed on 4/1/2013 Case Name: Dex One Corporation Case Number: 13-10533-KG Document Number:103

Docket Text: Plan Supplement // Notice of Filing Plan Supplement for the Debtors' Joint Prepackaged Chapter 11 Plan (related document(s)[21]) Filed by Dex One Corporation (Attachments: # (1) Exhibit A# (2) Exhibit B) (Keane, Peter J.)

The following document(s) are associated with this transaction:

Document description:Main Document Original filename:plan supp.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=4/1/2013] [FileNumber=11562388-0] [2f04a61b9c82f43821a5f2e869fe6844421a0d21e5a6c15e081897f70023a89eed9e ec929dfda661f0270a42e71dd67ffde11cc7e32cf056d180be16dae1f4e7]] Document description:Exhibit A Original filename:exh a.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=4/1/2013] [FileNumber=11562388-1] [3f344cad683b9858616b8e3ab18ff87c7d706322e11f06feb43d859c2267b7015a85 66b041509e39c2763e8091d00bde436460dceafb12269a87d791cd9adf98]] Document description:Exhibit B Original filename:exh b.pdf Electronic document Stamp: [STAMP bkecfStamp_ID=983460418 [Date=4/1/2013] [FileNumber=11562388-2] [3aed12d24c24777b952b99bf83d2af636a43c013f16b387564115cd015e653f0c162 af43efe426912bd0a4daabe9ab3ff3950f2ecece9aa0490f06c33555507e]]

13-10533-KG Notice will be electronically mailed to:

Mark D. Collins on behalf of Interested Party Deutsche Bank Trust Company Americas [email protected]

Epiq Bankruptcy Solutions LLC [email protected]

Steven A. Ginther on behalf of Creditor Missouri Department of Revenue [email protected]

L. Katherine Good on behalf of Interested Party Deutsche Bank Trust Company Americas [email protected], [email protected]

Patrick A. Jackson on behalf of Interested Party SuperMedia Inc. [email protected]

Laura Davis Jones on behalf of Debtor Dex Media East, Inc. [email protected], [email protected]

Cameo M. Kaisler on behalf of Creditor Pension Benefit Guaranty Corporation [email protected]

Susan E. Kaufman on behalf of Interested Party Communication Workers of America AFL-CIO, CLC [email protected]

Peter J. Keane on behalf of Debtor Dex One Corporation [email protected]

Kathrine A. McLendon on behalf of Interested Party Deutsche Bank Trust Company Americas [email protected]

Pauline K. Morgan on behalf of Interested Party SuperMedia Inc. [email protected]

Sean A. O'Neal on behalf of Interested Party SuperMedia Inc. [email protected], [email protected];[email protected]

Noah Ornstein on behalf of Debtor Dex One Corporation [email protected], [email protected];[email protected];[email protected];[email protected];[email protected];[email protected]

https://ecf.deb.uscourts.gov/cgi-bin/Dispatch.pl?738721153265353 4/1/2013