AGREEMENT AND PLAN OF MERGER

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                          AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of
October 3, 2005, by and among Dex Media, Inc., a Delaware corporation (the
"Company"), R.H. Donnelley Corporation, a Delaware corporation ("Parent"), and
Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent ("Merger Sub").

                                    RECITALS:

     A. The Boards of Directors of the Company, Parent and Merger Sub have
determined that it is in the best interests of their respective companies and
stockholders to enter into a business combination pursuant to the terms and
subject to the conditions set forth herein, and have approved this Agreement and
the Merger;

     B. This Agreement contemplates (1) the merger of the Company with and into
Merger Sub (the "Merger") and (2) the conversion of the capital stock of the
Company into the right to receive cash and capital stock of Parent;

     C. For federal income tax purposes, it is intended that the Merger qualify
as a "reorganization" and this Agreement shall constitute a "plan of
reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated
thereunder;

     D. It is intended that Parent will be treated as the acquiring entity for
accounting purposes;

     E. As an inducement and condition to Parent's entering into this Agreement,
Parent and certain stockholders of the Company (collectively, the "Company
Sponsors") are entering into (1) support agreements pursuant to which, among
other things, the Company Sponsors have agreed to vote in favor of the adoption
of this Agreement (the "Company Sponsors Support Agreements") and (2)
stockholders agreements (the "Sponsor Stockholders Agreements"), effective as of
the Effective Time, providing for certain rights of the Company Sponsors;

     F. In connection with the parties entering into this Agreement, Parent,
R.H. Donnelley, Inc. and certain investment partnerships affiliated with The
Goldman Sachs Group, Inc. (collectively, the "GS Funds") are entering into an
agreement pursuant to which, among other things, the GS Funds have agreed to
vote in favor of the issuance of the Parent Shares in the Merger (the "GS
Support Agreement"); and

     G. The parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger.

     NOW, THEREFORE, the parties agree as follows:

                              ARTICLE I. THE MERGER

     1.1 The Merger. Subject to the terms of this Agreement and the conditions
set forth in Article VII, and in accordance with the Delaware General
Corporation Law (the "DGCL"),
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at the Effective Time, the Company will be merged with and into Merger Sub, the
separate corporate existence of the Company will cease and Merger Sub will
continue as the surviving corporation of the Merger (the "Surviving
Corporation").

      1.2 Effective Time. As promptly as practicable after the satisfaction or,
if permissible, waiver of the conditions set forth in Article VII, the parties
hereto will cause the Merger to be consummated by filing a certificate of merger
(the "Certificate of Merger") with the Secretary of State of the State of
Delaware, in such form as is required by, and executed in accordance with, the
relevant provisions of the DGCL (the date and time of such filing of the
Certificate of Merger (or such later time as may be agreed by each of the
parties hereto and specified in the Certificate of Merger) being the "Effective
Time").

     1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
will be as provided in the DGCL.

     1.4 Certificate of Incorporation and Bylaws of the Surviving Corporation.
At the Effective Time, the Certificate of Incorporation and Bylaws of Merger
Sub, attached hereto as Exhibit A and Exhibit B, respectively, will be the
Certificate of Incorporation and Bylaws, respectively, of the Surviving
Corporation until thereafter amended in accordance with applicable Law.

     1.5 Directors and Officers of the Surviving Corporation. The directors of
Merger Sub immediately prior to the Effective Time will be the directors of the
Surviving Corporation until the next annual meeting (or the earlier of their
resignation or removal) and until their respective successors are duly elected
and qualified, as the case may be. The officers of Merger Sub immediately prior
to the Effective Time will be the officers of the Surviving Corporation until
the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be.

     1.6 Bylaws of the Parent. At the Effective Time, the Bylaws of Parent will
be amended and restated in the form attached hereto as Exhibit C.

     1.7 Tax Consequences. It is intended that (i) the Merger qualify as a
"reorganization" within the meaning of Section 368(a) of the Code, (ii) this
Agreement will constitute a "plan of reorganization" within the meaning of
Treasury Regulation Section 1.368-2(g), and (iii) the Company, Parent and Merger
Sub will each be a party to the reorganization within the meaning of Section
368(b) of the Code.

     1.8 Headquarters. The headquarters of Parent will be in Raleigh, North
Carolina. The parties expect to maintain a significant operating presence in
Denver, Colorado.

     1.9 Certain Executive Officers of Parent and Other Matters. Immediately
following the Effective Time, the individuals set forth on Exhibit D will have
the executive officer positions at Parent as set forth therein, until the
earlier of their resignation or removal and until their respective successors
are duly elected and qualified, as the case may be. In addition, certain other
matters with respect to Parent following the Effective Time are set forth on
Exhibit D.


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     1.10 Parent Board. Effective as of the Effective Time, (i) the Parent Board
shall be composed of 13 directors, consisting of (A) Parent's Chief Executive
Officer, (B) six individuals designated by Parent from among the members of the
Parent Board prior to the Effective Time (at least five of whom shall be
independent under the New York Stock Exchange (the "NYSE") rules and
regulations), (C) the Chief Executive Officer of the Company immediately prior
to the Effective Time, (D) one designee of each Company Sponsor, pursuant to the
terms of the Sponsor Stockholders Agreements, and (E) three individuals
designated by the Company from among the members of the Company Board prior to
the Effective Time, each of whom shall be independent under the NYSE rules and
regulations and not affiliated with any Company Sponsor (with the individuals
described in clauses (C) through (E) being referred to as the "Company
Directors"), (ii) two Company Directors shall have been assigned to each of the
three classes of directors on the Parent Board; provided, however, that three
Company Directors may be elected to the class of Parent directors whose term
expires in 2008 (with the remaining directors spread as evenly as possible among
the other two classes) and the Company will designate the individuals to be
assigned to each class in accordance with the foregoing, and (iii) the Presiding
Director (as defined in the Parent Bylaws) shall be an individual designated by
Parent from among the members of the Parent Board prior to the Effective Time
who shall be independent under the NYSE rules and regulations.

         ARTICLE II. CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

     2.1 Conversion of Securities. At the Effective Time, by virtue of the
Merger and without any action on the part of the Company, Parent, Merger Sub or
the holders of any of the following securities:

          (a) Cancellation of Certain Company Common Stock. Each share of common
stock, par value $0.01 per share, of the Company (the "Company Common Stock")
issued and outstanding and owned by Parent, Merger Sub or any direct or indirect
wholly owned subsidiary of Parent or of the Company (all issued and outstanding
shares of the Company Common Stock being hereinafter collectively referred to as
the "Company Shares") and each share of Company Common Stock held in the
treasury of the Company immediately prior to the Effective Time will be canceled
without any conversion thereof and no payment or distribution will be made with
respect thereto.

          (b) Shares of Merger Sub Stock. Each share of common stock, par value
$0.01 per share, of Merger Sub issued and outstanding immediately prior to the
Effective Time will be converted into and exchanged for one validly issued,
fully paid and nonassessable share of common stock, par value $0.01 per share,
of the Surviving Corporation.

          (c) Conversion of Company Common Stock. Each Company Share (other than
any Company Shares canceled pursuant to Section 2.1(a)) will be canceled and
converted automatically, subject to adjustment in accordance with this Section
2.1 and Section 2.2, into the right to receive (i) $12.30 in cash (the "Cash
Consideration") and (ii) 0.24154 of a share of common stock (the "Exchange
Ratio"), par value $1.00 per share ("Parent Shares"), of Parent (the "Stock
Consideration," together with the Cash Consideration, the "Merger
Consideration"),


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in each case payable upon surrender, in the manner provided in Section 2.2, of
the certificate that formerly evidenced such Company Share.

          (d) Anti-Dilution Provisions. In the event either Parent or the
Company (i) changes (or establishes a record date for changing) the number of
shares of its capital stock issued and outstanding prior to the Effective Time
as a result of a stock split, reverse stock split, stock dividend (including any
dividend or distribution of securities convertible into shares of its capital
stock), extraordinary dividends, stock combination, recapitalization,
reclassification, reorganization, combination, exchange of shares or similar
transaction or like change with respect to shares of its capital stock or
(ii) pays or makes an extraordinary dividend or distribution in respect of
shares of its capital stock (other than a distribution referred to in clause (i)
of this sentence) and, in either case, the record date therefor is prior to the
Effective Time, the Merger Consideration will be proportionately adjusted. Cash
dividends and increases thereon, the purchase referred to in Section 6.15 and
redemptions not prohibited by Sections 5.2(c) and 5.3(c) of this Agreement will
not be considered extraordinary for purposes of the preceding sentence.

     2.2 Exchange of Certificates and Cash Consideration. (a) Exchange Agent.
Parent will deposit, or cause to be deposited, with a bank or trust company
designated by Parent (the "Exchange Agent"), for the benefit of the holders of
Company Shares, for exchange in accordance with this Article II through the
Exchange Agent, certificates representing the Parent Shares issuable pursuant to
Section 2.1, and cash, from time to time as required to make payments in respect
of the Cash Consideration and payments in lieu of any fractional shares pursuant
to Section 2.2(e) (such cash and certificates for Parent Shares, together with
any dividends or distributions with respect thereto, being hereinafter referred
to as the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable
instructions, deliver the Parent Shares and cash payments contemplated to be
issued pursuant to Section 2.1 out of the Exchange Fund. Except as contemplated
by Section 2.2(f), the Exchange Fund will not be used for any other purpose.

          (b) Exchange Procedures. As promptly as practicable after the
Effective Time, Parent will cause the Exchange Agent to mail to each person who
was, at the Effective Time, a holder of record of Company Shares entitled to
receive the Merger Consideration pursuant to Section 2.1(c): (i) a letter of
transmittal (which will be in customary form and will specify that delivery will
be effected, and risk of loss and title to the certificates evidencing such
Company Shares (the "Certificates") will pass, only upon proper delivery of the
Certificates to the Exchange Agent) and (ii) instructions for use in effecting
the surrender of the Certificates pursuant to such letter of transmittal. Upon
surrender to the Exchange Agent of a Certificate for cancellation, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, and such other documents as may be required
pursuant to such instructions, (i) the holder of such Certificate will be
entitled to receive in exchange therefor (A) a certificate representing that
number of whole Parent Shares which such holder has the right to receive in
respect of the Company Shares formerly represented by such Certificate (after
taking into account all Company Shares then held by such holder), if any, (B)
cash in respect of the Cash Consideration to be received by such holder, if any,
(C) cash in lieu of any fractional Parent Shares to which such holder is
entitled pursuant to Section 2.2(e), and (D) any dividends or other
distributions to which such holder is entitled pursuant to Section 2.2(c) (such
items described in clauses (A) - (D), the "Delivered Items"), and (ii) the
Certificate so


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surrendered will forthwith be cancelled. In the event of a transfer of ownership
of Company Shares that is not registered in the transfer records of the Company,
the Delivered Items may be issued to a transferee if the Certificate
representing such Company Shares is presented to the Exchange Agent, accompanied
by all documents required to evidence and effect such transfer and by evidence
that any applicable stock transfer taxes have been paid. Until surrendered as
contemplated by this Section 2.2, each Certificate will be deemed at all times
after the Effective Time to represent only the right to receive upon such
surrender the Delivered Items.

          (c) Distributions with Respect to Unexchanged Parent Shares. No
dividends or other distributions declared or made after the Effective Time with
respect to Parent Shares with a record date after the Effective Time will be
paid to the holder of any unsurrendered Certificate with respect to the Parent
Shares represented thereby, and no cash payment in lieu of any fractional shares
will be paid to any such holder pursuant to Section 2.2(e), until the holder of
such Certificate surrenders such Certificate. Subject to the effect of escheat,
tax or other applicable Laws, following surrender of any such Certificate, there
will be paid to the holder of the certificates representing whole Parent Shares
issued in exchange therefor, without interest, (i) promptly, the amount of any
cash payable with respect to a fractional Parent Share to which such holder is
entitled pursuant to Section 2.2(e) and the amount of dividends or other
distributions with a record date after the Effective Time and theretofore paid
with respect to such whole Parent Shares and (ii) at the appropriate payment
date, the amount of dividends or other distributions, with a record date after
the Effective Time but prior to surrender and a payment date occurring after
surrender, payable with respect to such whole Parent Shares.

          (d) No Further Rights in Company Common Stock. All Merger
Consideration issued upon conversion of the Company Shares in accordance with
the terms hereof (together with cash paid pursuant to Section 2.2(c) or Section
2.2(e)) will be deemed to have been issued in full satisfaction of all rights
pertaining to such Company Shares, including any "Rights" under the Company
Rights Agreement.

          (e) No Fractional Shares. No certificate or scrip representing
fractional Parent Shares will be issued upon the surrender for exchange of
Certificates, and such fractional share interests will not entitle the owner
thereof to vote or to any other rights of a stockholder of Parent.
Notwithstanding any other provision of this Agreement, each holder of shares of
Company Common Stock converted pursuant to the Merger who would otherwise have
been entitled to receive a fraction of a share of Parent Common Stock (after
taking into account all Certificates delivered by such holder) will receive, in
lieu thereof, cash (without interest) in an amount equal to such fraction as
determined below. As promptly as practicable following the Effective Time, the
Exchange Agent will determine the excess of (i) the number of full Parent Shares
delivered to the Exchange Agent by Parent for issuance to holders of
Certificates over (ii) the aggregate number of full Parent Shares to be
distributed to holders of Company Common Stock (such excess being herein
referred to as the "Excess Shares"). As soon as practicable after the Effective
Time, the Exchange Agent, as agent for such holders of Company Common Stock will
sell the Excess Shares at then prevailing prices on the NYSE all in the manner
provided herein. The sale of the Excess Shares by the Exchange Agent will be
executed on the NYSE and will be executed in round lots to the extent
practicable. Until the net proceeds of any such sale or sales have been
distributed to the holders of Company Common Stock, the Exchange Agent will hold
such proceeds in trust for such holders. Parent will pay all commissions,
transfer taxes and other out-of-pocket transaction costs of the Exchange Agent
incurred in connection with such


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sale or sales of Excess Shares and the Exchange Agent's compensation and
expenses in connection with such sale or sales. The Exchange Agent will
determine the portion of such net proceeds to which each holder of Company
Common Stock will be entitled, if any, by multiplying the amount of the
aggregate net proceeds by a fraction, the numerator of which is the amount of
the fractional share interest to which such holder of Company Common Stock is
entitled (after taking into account all Certificates then held by such holder)
and the denominator of which is the aggregate amount of fractional share
interests to which all holders of Company Common Stock are entitled. As soon as
practicable after the determination of the amount of cash, if any, to be paid to
holders of Certificates with respect to any fractional share interests, the
Exchange Agent will promptly pay such amounts to such holders of Company Common
Stock, subject to and in accordance with the terms of Sections 2.2(b) and (c).

          (f) Termination of Exchange Fund and Additional Exchange Fund. Any
portion of the Exchange Fund that remains undistributed to the holders of
Company Shares for one year after the Effective Time will be delivered to
Parent, upon demand, and any holders of Company Shares who have not theretofore
complied with this Article II will thereafter look only to Parent for the
Delivered Items. Any portion of the Exchange Fund remaining unclaimed by holders
of Company Shares as of a date which is immediately prior to such time as such
amounts would otherwise escheat to or become property of any government entity
will, to the extent permitted by applicable Law, become the property of Parent
free and clear of any claims or interest of any person previously entitled
thereto.

          (g) No Liability. None of the Exchange Agent, Parent or the Surviving
Corporation will be liable to any holder of Company Shares for any such Company
Shares (or dividends or distributions with respect thereto), or cash delivered
to a public official pursuant to any abandoned property, escheat or similar Law.

          (h) Withholding Rights. Each of the Surviving Corporation and Parent
will be entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any holder of Company Shares, options to purchase
shares of Company Common Stock (a "Company Stock Option") or other awards based
on Company Common Stock (the "Company Stock-Based Awards"), such amounts as it
is required to deduct and withhold with respect to the making of such payment
under the Code, or any provision of state, local or foreign tax Law. To the
extent that amounts are so withheld by the Surviving Corporation or Parent, as
the case may be, such withheld amounts will be treated for all purposes of this
Agreement as having been paid to the holder of the Company Shares, Company Stock
Options or Company Stock-Based Awards in respect of which such deduction and
withholding was made by the Surviving Corporation or Parent, as the case may be.
Any amounts deducted and withheld from the consideration otherwise payable
pursuant to this Agreement shall be remitted by Parent or the Surviving
Corporation to the appropriate governmental authority on a timely basis.

          (i) Lost Certificates. If any Certificate has been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
such Certificate to be lost, stolen or destroyed and, if required by the
Surviving Corporation, the posting by such person of a bond, in such reasonable
amount as the Surviving Corporation may direct, as indemnity against any claim
that may be made against it with respect to such Certificate, the Exchange Agent
will issue in exchange for such lost, stolen or destroyed Certificate the
Delivered Items.


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     2.3 Stock Transfer Books. At the Effective Time, the stock transfer books
of the Company will be closed and there will be no further registration of
transfers of Company Shares thereafter on the records of the Company. From and
after the Effective Time, the holders of Certificates will cease to have any
rights with respect to such Company Shares, except as provided in this Agreement
or by Law. On or after the Effective Time, subject to, with respect to the
relevant holders of Company Shares, their delivery of the Certificates required
by Section 2.2 of this Agreement, any Certificates presented to the Exchange
Agent or Parent for any reason will be converted into the Delivered Items.

     2.4 Company Options; Other Company Stock-Based Awards. (a) As soon as
practicable following the date of this Agreement, the Company will take such
actions so that the Company Board or, if appropriate, any committee thereof
administering the Company Stock Plans (as identified on Section 3.11(a) of the
Company Disclosure Schedule) adopts such resolutions and takes such other
actions (including obtaining any required consents) as may be required to
provide that each Company Stock Option that is outstanding immediately prior to
the Effective Time, whether vested or unvested, will, at the Effective Time, be
converted into an option to purchase a number of shares of Parent Common Stock
equal to the number of shares of Company Common Stock subject to such Company
Stock Option multiplied by 0.43077 (the "Stock Exchange Ratio") (rounded down to
the nearest whole share), at an exercise price per share of Parent Common Stock
equal to the exercise price per share of Company Common Stock under such Company
Stock Option divided by the Stock Exchange Ratio (rounded up to the nearest
whole cent), and otherwise having the same terms and conditions as were
applicable under such Company Stock Option immediately prior to the Effective
Time (each, a "Company Rollover Option"). Notwithstanding the foregoing, the
Company may adjust the conversion described in this Section 2.4(a) by modifying
the exercise price per share of Parent Common Stock and may take such actions as
may be necessary or appropriate to comply with Section 409A of the Code and to
preserve the intended tax treatment of the Company Rollover Options; provided,
however, that in no event shall any such adjustment to the conversion described
in this Section 2.4(a) increase the aggregate number of shares of Parent Common
Stock subject to the Company Rollover Options without the prior written consent
of Parent.

          (b) The Company will take all actions necessary to ensure that all
restrictions and limitations on vesting, transfer and exercise and all risk of
forfeiture and rights of repurchase with respect to Company Stock Options,
shares of Company Common Stock and other Company Stock-Based Awards, to the
extent not already lapsed as of the Effective Time, will remain in full force
and effect with respect to such Company Stock Options, shares of Company Common
Stock and other Company Stock-Based Awards after giving effect to the Merger and
their conversion into Company Rollover Options, shares of Parent Common Stock
and awards denominated in Parent Common Stock, except to the extent required by
the terms of such Company Stock Options and Company Stock-Based Awards Benefit
Plan or pursuant to any Company Benefit Plan as in effect on the date hereof and
except as set forth on Section 2.4(b) of the Company Disclosure Schedule.



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          (c) Parent will prepare and file with the Securities and Exchange
Commission (the "SEC"), and use reasonable best efforts to cause to be effective
prior to or at the Effective Time, a registration statement on Form S-8 (or
another appropriate form) registering under the Company Stock Plans all shares
of Parent Common Stock subject to the Company Rollover Options and the Company
Stock-Based Awards which survive the Effective Time and become denominated in
the form of Parent Common Stock. Such registration statement will be kept
effective (and the current status of the prospectus or prospectuses required
thereby will be maintained) as long as any Company Rollover Options and Company
Stock-Based Awards remain outstanding.

     2.5 Appraisal Rights/Dissenting Shares. (a) Notwithstanding any provision
of this Agreement to the contrary and to the extent available under the DGCL,
Company Shares that are outstanding immediately prior to the Effective Time and
that are held by stockholders who have neither voted in favor of the Merger nor
consented thereto in writing and who have demanded properly in writing appraisal
for such Company Shares in accordance with Section 262 of the DGCL
(collectively, the "Dissenting Shares") will not be converted into, or represent
the right to receive, the Merger Consideration payable to No Election Shares.
Such stockholders will be entitled to receive payment of the appraised value of
Dissenting Shares held by them in accordance with the provisions of such Section
262, except that all Company Shares held by stockholders who have failed to
perfect or who effectively have withdrawn or lost their rights to appraisal of
such Dissenting Shares under such Section 262, will thereupon be deemed to have
been converted into, and to have become exchangeable for, as of the


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Effective Time, the right to receive the Merger Consideration, without any
interest thereon, upon surrender, in the manner provided in Section 2.2, of the
certificate or certificates that formerly evidenced such Company Shares.
Notwithstanding anything to the contrary contained in this Section 2.5, if the
Merger is rescinded or abandoned, then the right of any stockholder to be paid
the appraised value of such stockholder's Dissenting Shares pursuant to Section
262 of the DGCL will cease.

          (b) The Company will give Parent (i) prompt (and in any event prior to
the Effective Time) notice of any demands for appraisal received by the Company,
and prompt notice of any withdrawals of such demands, and any other instruments
served pursuant to the DGCL and received by the Company and (ii) the opportunity
to direct all negotiations and proceedings with respect to demands for appraisal
under the DGCL. The Company will not, except with the prior written consent of
Parent, make any payment with respect to any demands for appraisal or offer to
settle or settle any such demands.

           ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as disclosed in (x) a publicly available final registration
statement, prospectus, report, form, schedule or definitive proxy statement
filed since January 1, 2005 by the Company with the SEC pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (collectively, the
"Company SEC Reports"), and prior to the close of business on September 30, 2005
(the "Measurement Date"), but excluding any risk factor disclosure contained in
any such Company SEC Report under the heading "Risk Factors" or "Forward-Looking
Information," or (y) the disclosure letter (the "Company Disclosure Schedule")
delivered by the Company to Parent prior to the execution of this Agreement
(which letter sets forth items of disclosure with specific reference to the
particular Section or subsection of this Agreement to which the information in
the Company Disclosure Schedule relates; provided, however, that any information
set forth in one section of the Company Disclosure Schedule will be deemed to
apply to each other Section or subsection of this Agreement to which its
relevance is reasonably apparent; provided, further, that, notwithstanding
anything in this Agreement to the contrary, the inclusion of an item in such
schedule as an exception to a representation or warranty will not be deemed an
admission that such item represents a material exception or material fact, event
or circumstance or that such item has had or would reasonably be expected to
have a Material Adverse Effect on the Company), the Company represents and
warrants to Parent as follows:

     3.1 Corporate Organization. (a) The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. The Company has the corporate power and authority to own or lease all
of its properties and assets and to carry on its business as it is now being
conducted, and is duly licensed or qualified to do business in each jurisdiction
in which the nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. As used in this Agreement, the term
"Material Adverse Effect" means, with respect to Parent or the Company, as the
case may be, any change, effect, event, occurrence or state of facts that has
had or would be reasonably expected to have a material adverse effect on


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(i) the business, results of operations or financial condition of such party and
its Subsidiaries, taken as a whole (provided, however, that with respect to this
clause (i), Material Adverse Effect will be deemed not to include effects to the
extent resulting from (A) changes in or relating to the United States economy or
United States financial, credit or securities markets in general or (B) changes
in or relating to the industries in which such party operates or the markets for
any of such party's products or services in general, which changes in the case
of clauses (A) and (B) do not affect such party to a materially disproportionate
degree relative to other entities operating in such markets or industries or
serving such markets) or (ii) the ability of such party to consummate the
transactions contemplated by this Agreement in the manner contemplated hereby.

          (b) True and complete copies of the Second Amended and Restated
Certificate of Incorporation of the Company, as amended through, and as in
effect as of, the date of this Agreement (including any certificates of
designation thereto) (the "Company Charter"), and the Amended and Restated
By-laws of the Company, as amended through, and as in effect as of, the date of
this Agreement (the "Company Bylaws"), have previously been made available to
Parent.

          (c) Each Company Subsidiary (i) is duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business and in good standing in all jurisdictions (whether federal, state,
local or foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified, and (iii) has all requisite
corporate power and authority to own or lease its properties and assets and to
carry on its business as now conducted, except for such variances from the
matters set forth in any of clauses (i), (ii) or (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

     3.2 Capitalization. (a) As of the date of this Agreement, the authorized
Company capital stock consists of (i) 700,000,000 shares of Company Common Stock
of which, as of the Measurement Date, 150,508,492 shares were issued and
outstanding, and (ii) 200,000 shares of Company Series A junior participating
preferred stock, par value $0.01 per share, of which, as of the Measurement
Date, no shares were issued and outstanding (the "Company Series A Preferred
Stock" and, together with the Company Common Stock, the "Company Capital
Stock"). As of the Measurement Date, no shares of Company Capital Stock were
held in the Company's treasury. As of the Measurement Date, no shares of Company
Capital Stock were reserved for issuance except for 4,821,858 shares of Company
Common Stock reserved for issuance upon the exercise of Company Stock Options or
Company Stock-Based Awards issued or issuable pursuant to the equity-based
compensation plans identified on Section 3.11(a) of the Company Disclosure
Schedule (the "Company Stock Plans"). All of the issued and outstanding shares
of Company Capital Stock have been duly authorized and validly issued and are
fully paid, nonassessable and free of preemptive rights, with no personal
liability attaching to the ownership thereof. As of the date of this Agreement,
except as set forth above or in the last sentence of this Section 3.2(a), or
pursuant to this Agreement and the Company Stock Plans, there are no outstanding
shares of capital stock or other voting securities of the Company, and the
Company does not have and is not bound by any outstanding subscriptions,
options, warrants, calls, commitments, preemptive rights, redemption obligations
or agreements of any character calling for the purchase, issuance or
registration of any shares of


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<PAGE>
the Company's capital stock or any other equity securities of the Company or any
securities representing the right to purchase or otherwise receive any shares of
the Company's capital stock. Section 3.2(a) of the Company Disclosure Schedule
sets forth the following information with respect to each Company Stock Option
and Company Stock-Based Award outstanding as of the date of this Agreement, as
applicable: (i) the name of the recipient; (ii) the number of shares of Company
Common Stock subject to such Company Stock Option or Company Stock-Based Award;
(iii) the exercise, purchase or grant price; (iv) the date of grant; (v) the
applicable vesting schedule; (vi) the date of expiration; (vii) the type of such
awards and the Company Stock Plans under which such Company Stock Options or
Company Stock-Based Awards were issued; and (viii) whether the exercisability of
such Company Stock Option or Company Stock-Based Award will be accelerated in
any way by the transactions contemplated by this Agreement, and the extent of
such acceleration. From and after the Measurement Date through the date hereof,
the Company has not issued or awarded any Company Capital Stock, Company Stock
Options or Company Stock-Based Awards (other than upon the exercise or
satisfaction of Company Stock Options or Company Stock-Based Awards or the
conversion of convertible securities, in each case outstanding as of the
Measurement Date).

          (b) As of the date of this Agreement, no bonds, debentures, notes or
other indebtedness of the Company having the right to vote on any matters on
which stockholders may vote ("Company Voting Debt") are issued or outstanding.

           (c) All of the issued and outstanding shares of capital stock or other
equity ownership interests of each "significant subsidiary" (as such term is
defined under Regulation S-X of the SEC) of the Company are owned by the
Company, directly or indirectly, free and clear of any material liens, pledges,
charges and security interests and similar encumbrances, other than for Taxes
that are not yet due ("Liens"), and free of any restriction on the right to
vote, sell or otherwise dispose of such capital stock or other equity ownership
interest (other than restrictions under applicable securities Laws), and all of
such shares or equity ownership interests are duly authorized and validly issued
and are fully paid, nonassessable and free of preemptive rights. No such
significant subsidiary is bound by any outstanding subscriptions, options,
warrants, calls, commitments or agreements of any character calling for the
purchase or issuance of any shares of capital stock or any other equity security
of such significant subsidiary or any securities representing the right to
purchase or otherwise receive any shares of capital stock or any other equity
security of such significant subsidiary. Except for the capital stock or other
equity ownership interests of the Company Subsidiaries, as of the date of this
Agreement, the Company does not beneficially own directly or indirectly any
capital stock, membership interest, partnership interest, joint venture interest
or other equity interest in any Person that constitutes a Substantial
Investment. As used in this Agreement, (i) "Person" means an individual, a
corporation, a partnership, an association, a joint stock company, a business
trust or an unincorporated organization, (ii) "Subsidiary," when used with
respect to either party, means any corporation, partnership, limited liability
company or other organization, whether incorporated or unincorporated, (x) of
which such party or any other Subsidiary of such party is a general partner
(excluding partnerships, the general partnership interests of which held by such
party or any Subsidiary of such party do not have a majority of the voting
interests in such partnership) or (y) a majority of the securities or other
interests of which having by their terms ordinary voting power to elect a
majority of the Board of Directors or others performing similar functions with
respect to such corporation or other organization is directly or indirectly
owned or


                                       11
<PAGE>
controlled by such party or by any one or more of its Subsidiaries, or by such
party and one or more of its Subsidiaries, and the terms "Company Subsidiary"
and "Parent Subsidiary" will mean any Subsidiary of the Company or Parent,
respectively, and (iii) "Substantial Investment," when used with respect to
either party, means a stock or other equity investment having a fair market
value or book value in excess of $5 million, directly or indirectly, in any
Person.

     3.3 Authority; No Violation. (a) The Company has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of the Company (the "Company Board").
The Company Board has determined that this Agreement and the transactions
contemplated hereby are in the best interests of the Company and its
stockholders, has resolved to recommend that holders of Company Common Stock
vote in favor of the adoption of this Agreement and has directed that this
Agreement be submitted to the Company's stockholders for adoption, and the
Merger be submitted to the Company's stockholders for approval, at a duly held
meeting of such stockholders (the "Company Stockholders Meeting"), and, except
for the adoption of this Agreement and the approval of the Merger at such
meeting by the affirmative vote of the holders of a majority of the Company
Shares issued an outstanding and entitled to vote thereon ("Company Stockholder
Approval"), no other corporate proceedings on the part of the Company or vote by
the holders of any class or series of Company Capital Stock are necessary to
approve or adopt this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by the
Company and (assuming due authorization, execution and delivery by the other
parties hereto) constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms (except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws
affecting the rights of creditors generally and the availability of equitable
remedies).

           (b) Neither the execution and delivery of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby, nor compliance by the Company with any of the terms or provisions of
this Agreement, will (i) assuming that the Company Stockholder Approval is
obtained, violate any provision of the Company Charter or the Company Bylaws or
(ii) assuming that the consents, approvals and filings referred to in Section
3.4 are duly obtained and/or made, (A) violate any order, injunction or decree
issued by any court or agency of competent jurisdiction or other legal restraint
or prohibition (an "Injunction") or any federal, state, local or foreign laws,
statutes, ordinances, rules, regulations, judgments, orders, Injunctions,
decrees, arbitration awards, agency requirements, licenses and permits of all
Governmental Entities (each, a "Law" and collectively, "Laws") applicable to the
Company, any of the Company Subsidiaries or any of their respective properties
or assets or (B) violate, conflict with, result in a breach of any provision of
or the loss of any benefit under, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, result in
the termination of or a right of termination or cancellation under, accelerate
the performance required by, or result in the creation of any Lien upon any of
the respective properties or assets of the Company or any of the Company
Subsidiaries under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, license, lease, agreement or other
instrument or obligation to which the Company or any of the Company


                                       12
<PAGE>
Subsidiaries is a party, or by which they or any of their respective properties
or assets may be bound or affected, except, in the case of clause (ii), for such
violations, conflicts, breaches, defaults, terminations, rights of termination
or cancellation, accelerations or Liens that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company.

     3.4 Consents and Approvals. Except for (i) the filing with the SEC of a
Joint Proxy Statement in definitive form relating to the Company Stockholders
Meeting and the Parent Stockholders Meeting (the "Joint Proxy Statement") and of
a registration statement on Form S-4 (the "Form S-4") in which the Joint Proxy
Statement will be included as a prospectus, and declaration of effectiveness of
the Form S-4, (ii) the filing of the Certificate of Merger with the Delaware
Secretary of State pursuant to the DGCL, (iii) any notices or filings under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (iv) such filings and approvals as are required to be made or obtained
under the securities or "Blue Sky" laws of various states in connection with the
issuance of the shares of Parent capital stock pursuant to this Agreement, (v)
the Company Stockholder Approval and Parent Stockholder Approval, and (vi) the
consents or approvals listed in Section 3.4 of the Company Disclosure Schedule,
no consents or approvals of or filings or registrations with any federal, state,
local or foreign government, court of competent jurisdiction, administrative
agency, commission or other governmental authority or instrumentality (each, a
"Governmental Entity") are necessary in connection with (A) the execution and
delivery by the Company of this Agreement or (B) the consummation by the Company
of the Merger and the other transactions contemplated by this Agreement.

     3.5 Reports. The Company and each of the Company Subsidiaries have timely
filed all reports, registrations, schedules, forms, statements and other
documents, together with any amendments required to be made with respect
thereto, that they were required to file since July 22, 2004 with (i) the SEC,
(ii) any state or other federal regulatory authority (other than any taxing
authority, which is covered by Section 3.10), and (iii) any foreign regulatory
authority (other than any taxing authority, which is covered by Section 3.10)
(collectively, "Regulatory Agencies"), and have paid all fees and assessments
due and payable in connection therewith, except in each case under clauses (ii)
and (iii) where the failure to file such report, registration, schedule, form,
statement or other document, or to pay such fees and assessments, would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company. No Company SEC Report, as of the date of such
Company SEC Report, contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary in order
to make the statements made therein, in light of the circumstances in which they
were made, not misleading, except that information as of a later date (but
before the date of this Agreement) will be deemed to modify information as of an
earlier date. Since July 22, 2004, as of their respective dates, all Company SEC
Reports complied as to form in all material respects with the applicable
requirements of the Securities Act and the Exchange Act, and the rules and
regulations thereunder with respect thereto.

     3.6 Financial Statements. The Company has previously made available to
Parent copies of (i) the consolidated balance sheets of the Company and the
Company Subsidiaries as of December 31, 2004 and 2003, the related consolidated
statements of operations and cash flows for the years ended December 31, 2004
and December 31, 2003 and for the periods from


                                       13
<PAGE>
November 9 to December 31, 2002 and January 1 to November 8, 2002, and the
related consolidated statements of changes in stockholders' equity and
comprehensive loss for the years ended December 31, 2004 and December 31, 2003
and for the period from November 9 to December 31, 2002, as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2004, including any amendments thereto filed with the SEC prior to the
Measurement Date (collectively, the "Company 2004 10-K"), filed with the SEC
under the Exchange Act, accompanied by the audit report of KPMG LLP, the
independent registered public accounting firm with respect to the Company for
such periods (such balance sheets and statements, the "Audited Company Financial
Statements"), and (ii) the unaudited condensed consolidated balance sheet of the
Company and the Company Subsidiaries as of June 30, 2005 and the related
condensed consolidated statements of operations and cash flows for the six-month
periods ended June 30, 2005 and 2004, as reported in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2005, including any
amendments thereto filed with the SEC prior to the Measurement Date
(collectively, the "Company 10-Q") (such balance sheets and statements, the
"Unaudited Company Financial Statements" and, together with the Audited Company
Financial Statements, the "Company Financial Statements"). The consolidated
balance sheets of the Company (including the related notes, where applicable)
included in the Company Financial Statements fairly present in all material
respects the consolidated financial position of the Company and the Company
Subsidiaries as of the dates thereof, and the other financial statements
included in the Company Financial Statements (including the related notes, where
applicable) fairly present in all material respects the results of the
consolidated operations, cash flows and changes in stockholders' equity of the
Company and the Company Subsidiaries for the respective periods therein set
forth, subject in the case of the Unaudited Company Financial Statements to
normal year-end audit adjustments that are immaterial in nature and in amounts
consistent with past experience; each of such statements (including the related
notes, where applicable) complies in all material respects with the published
rules and regulations of the SEC with respect thereto; and each of the Company
Financial Statements (including the related notes, where applicable) has been
prepared in all material respects in accordance with U.S. generally accepted
accounting principles ("GAAP") consistently applied during the periods involved,
except, in each case, as indicated in such statements or in the notes thereto.
To the knowledge of the Company, there is no applicable accounting rule,
consensus or pronouncement that has been adopted by the SEC, the Financial
Accounting Standards Board, the Emerging Issues Task Force or any similar body
but is not in effect as of the date of this Agreement that, if implemented,
would reasonably be expected to have a Material Adverse Effect on the Company.

     3.7 Advisors' Fees. None of the Company, any Company Subsidiary or any of
their respective officers or directors has employed any broker or finder or
incurred any liability for any broker's fees, commissions or finder's fees in
connection with the Merger or related transactions contemplated by this
Agreement, other than Lehman Brothers Inc. and Merrill Lynch & Co. (the
"Company's Advisors"), which firms the Company retained pursuant to engagement
letters, copies of which have been provided to Parent.

     3.8 Absence of Certain Changes or Events. (a) Since June 30, 2005, no event
has occurred that has had or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect on the Company.


                                       14
<PAGE>
          (b) From June 30, 2005, through the date hereof, the Company and the
Company Subsidiaries have carried on their respective businesses in all material
respects in the ordinary course and have not taken any action or failed to take
any action that would have resulted in a breach of Section 5.2 had such section
been in effect since June 30, 2005.

          (c) The aggregate amount of payments permitted to be made under the
restricted payments covenant under each of the indentures governing the notes of
the Company and Dex Media West, LLC is at least $450 million and $200 million,
respectively.

     3.9 Legal Proceedings. (a) None of the Company or any of the Company
Subsidiaries is a party to any, and there are no pending or, to the knowledge of
the Company, threatened, legal, administrative, arbitral or other proceedings,
claims, actions or governmental or regulatory investigations or reviews of any
nature against the Company or any of the Company Subsidiaries, except as would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

          (b) There is no Injunction, judgment, or regulatory restriction
imposed upon the Company, any of the Company Subsidiaries or the assets of the
Company or any of the Company Subsidiaries that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company.

     3.10 Taxes and Tax Returns. (a) Except as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company: (i) the Company and the Company Subsidiaries have timely filed all Tax
Returns required to be filed by them on or prior to the date of this Agreement
taking into account any extensions of time within which to file such Tax Returns
(all such returns being accurate and complete in all material respects) and have
paid all Taxes required to be paid by them other than Taxes that are not yet due
or that are being contested in good faith in appropriate proceedings; (ii) there
are no Liens for Taxes on any assets of the Company or the Company Subsidiaries
other than Liens for Taxes that are not yet due and payable; (iii) no deficiency
for any Tax has been asserted or assessed by a taxing authority against the
Company or any of the Company Subsidiaries which deficiency has not been paid or
is not being contested in good faith in appropriate proceedings; (iv) the
Company and the Company Subsidiaries have provided adequate reserves in their
financial statements for any Taxes that have not been paid; and (v) neither the
Company nor any of the Company Subsidiaries is a party to or is bound by any Tax
sharing, allocation or indemnification agreement or arrangement (other than such
an agreement or arrangement exclusively between or among the Company and the
Company Subsidiaries).

          (b) Within the past five years, neither the Company nor any of the
Company Subsidiaries has been a "distributing corporation" or a "controlled
corporation" in a distribution intended to qualify for tax-free treatment under
Section 355 of the Code.

          (c) Neither the Company nor any of the Company Subsidiaries has been a
party to a transaction that, as of the date of this Agreement, constitutes a
"listed transaction" for purposes of Section 6011 of the Code and applicable
Treasury Regulations thereunder (or a similar provision of state law). To the
knowledge of the Company, the Company has disclosed to Parent all "reportable
transactions" within the meaning of Treasury Regulation Section


                                       15
<PAGE>
1.6011-4(b) (or a similar provision of state law) to which it or any of the
Company Subsidiaries has been a party.

          (d) Neither the Company nor any of the Company Subsidiaries has any
liability for the Taxes of any person other than the Company or the Company
Subsidiaries under Treasury Regulation Section 1.1502-6 (or any similar
provision of state, local or foreign law), as a transferee or successor, by
contract, or otherwise.

          (e) Neither the Company nor any of the Company Subsidiaries will be
required to include any item of income in, or exclude any item of deduction
from, taxable income for any taxable period (or portion thereof) ending after
the Closing Date (except consistent with its treatment of such items in Tax
Returns for prior periods) as a result of any (i) change in method of
accounting, (ii) agreement with a Tax authority relating to Taxes, (iii)
installment sale or open transaction disposition or intercompany transaction
made on or prior to the Effective Time, (iv) the completed contract method of
accounting or other method of accounting applicable to long-term contracts (or
any comparable provisions of state, local or foreign law), or (v) prepaid amount
received prior to the Effective Time.

          (f) As used in this Agreement, the term "Tax" or "Taxes" means (i) all
federal, state, local and foreign income, excise, gross receipts, gross income,
ad valorem, profits, gains, property, capital, sales, transfer, use, payroll,
employment, severance, withholding, duties, intangibles, franchise, backup
withholding and other taxes, charges, levies or like assessments together with
all penalties and additions to tax and interest thereon and (ii) any liability
for Taxes described in clause (i) under Treasury Regulation Section 1.1502-6 (or
any similar provision of state, local or foreign Law), and the term "Tax Return"
means any return, filing, report, questionnaire, information statement or other
document required to be filed, including any amendments that may be filed, for
any taxable period with any taxing authority (whether or not a payment is
required to be made with respect to such filing).

     3.11 Employees. (a) As of the date of this Agreement, the Company
Disclosure Schedule sets forth a true and complete list of each material benefit
or compensation plan, program, fund, contract, arrangement or agreement,
including any material bonus, incentive, deferred compensation, vacation, stock
purchase, stock option, severance, employment, golden parachute, retention,
salary continuation, change of control, retirement, pension, profit sharing or
fringe benefit plan, program, fund, contract, arrangement or agreement of any
kind (whether written or oral, tax-qualified or non-tax qualified, funded or
unfunded, foreign or domestic, active, frozen or terminated) and any related
trust, insurance contract, escrow account or similar funding arrangement, that
is maintained or contributed to by the Company or any Company Subsidiary (or
required to be maintained or contributed to by the Company or any Company
Subsidiary) for the benefit of current or former directors, officers or
employees of, or consultants to, the Company and the Company Subsidiaries or
with respect to which the Company or the Company Subsidiaries may, directly or
indirectly, have any liability, as of the date of this Agreement (the "Company
Benefit Plans").

          (b) The Company has heretofore made available to Parent true and
complete copies of (i) each written Company Benefit Plan, (ii) the actuarial
report for each Company Benefit Plan (if applicable) for each of the last three
years, (iii) the most recent determination


                                       16
<PAGE>
letter from the Internal Revenue Service ("IRS") (if applicable) for each
Company Benefit Plan, (iv) the current summary plan description of each Company
Benefit Plan that is subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), (v) a copy of the description of each Company
Benefit Plan not subject to ERISA that is currently provided to participants in
such plan, (vi) a summary of the material terms of each unwritten Company
Benefit Plan, and (vii) the annual report for each Company Benefit Plan (if
applicable) for each of the last three years.

          (c) Except as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on the Company, (i) each of the
Company Benefit Plans has been operated and administered in compliance with its
terms and applicable Law, including ERISA and the Code, (ii) each of the Company
Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of
the Code is so qualified, and there are no existing circumstances or any events
that have occurred that would reasonably be expected to adversely affect the
qualified status of any such Company Benefit Plan, and each such plan has a
favorable determination letter from the IRS to the effect that it is so
qualified or the applicable remedial amendment period has not expired and, if
the letter for such plan is not current, such plan is the subject of a timely
request for a current favorable determination letter or the applicable remedial
amendment period has not expired, (iii) with respect to each Company Benefit
Plan that is subject to Title IV of ERISA, the present value (as defined under
Section 3(27) of ERISA) of accumulated benefit obligations under such Company
Benefit Plan, based upon the actuarial assumptions used for funding purposes in
the most recent actuarial report prepared by such Company Benefit Plan's actuary
with respect to such Company Benefit Plan, did not, as of its latest valuation
date, exceed the then current value (as defined under Section 3(26) of ERISA) of
the assets of such Company Benefit Plan allocable to such accrued benefits, (iv)
no Company Benefit Plan that is an employee welfare benefit plan (including any
plan described in Section 3(1) of ERISA) (a "Welfare Plan") provides benefits
coverage, including death or medical benefits coverage (whether or not insured),
with respect to current or former employees or directors of the Company or the
Company Subsidiaries beyond their retirement or other termination of service,
other than (A) coverage mandated by applicable Law, (B) benefits the full cost
of which is borne by such current or former employee or director (or his or her
beneficiary), (C) coverage through the last day of the calendar month in which
retirement or other termination of service occurs, or (D) medical expense
reimbursement accounts, (v) no liability under Title IV of ERISA has been
incurred by the Company, the Company Subsidiaries or any trade or business,
whether or not incorporated, all of which together with the Company would be
deemed a "single employer" within the meaning of Section 414(b), 414(c) or
414(m) of the Code or Section 4001(b) of ERISA (a "Company ERISA Affiliate"),
that has not been satisfied in full, and no condition exists that presents a
material risk to the Company, the Company Subsidiaries or any Company ERISA
Affiliate of incurring a liability thereunder, (vi) no Company Benefit Plan is a
"multiemployer plan" (as such term is defined in Section 3(37) of ERISA) or a
"multiple employer plan" (as described in Section 413(c) of the Code), (vii)
none of the Company or the Company Subsidiaries or, to the knowledge of the
Company, any other Person, including any fiduciary, has engaged in a transaction
in connection with which the Company, the Company Subsidiaries or any Company
Benefit Plan would reasonably be expected to be subject to either a civil
penalty assessed pursuant to Section 409 or 502(i) of ERISA or a Tax imposed
pursuant to Section 4975 or 4976 of the Code, (viii) to the knowledge of the
Company, there are no pending, threatened or anticipated claims (other than
routine claims


                                       17
<PAGE>
for benefits) by, on behalf of or against any of the Company Benefit Plans or
any trusts, insurance contracts, escrow accounts or similar funding arrangements
related thereto, (ix) all contributions or other amounts required to be paid by
the Company or the Company Subsidiaries as of the Effective Time with respect to
each Company Benefit Plan in respect of current or former plan years have been
paid in accordance with Section 412 of the Code or accrued in accordance with
GAAP (as applicable) and (x) since December 31, 2004, no Company Benefit Plan
has been amended or modified in any material respect or adopted or terminated.

          (d) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement will (either
alone or in conjunction with any other event) (i) result in the Surviving
Corporation or any of its Subsidiaries being liable for any payment or benefit
(including non-deductible employee remuneration (described in Section 162(m) of
the Code), severance, retention, stay-put, change of control, unemployment
compensation, "excess parachute payment" (within the meaning of Section 280G of
the Code), tax gross-up, forgiveness of indebtedness or otherwise) becoming due
to any director, officer or employee of, or any consultant to, the Company or
any of the Company Subsidiaries from the Company or any of the Company
Subsidiaries under any Company Benefit Plan or otherwise, (ii) increase any
amounts or benefits otherwise payable or due to any such Person under any
Company Benefit Plan or otherwise, or (iii) result in any acceleration of the
time of payment or vesting of, or any requirement to fund or secure, any such
amounts or benefits (including any Company Stock Option or Company Stock-Based
Award) or result in any breach of or default under any Company Benefit Plan.

          (e) (i) There are no controversies relating to or arising out of a
collective bargaining relationship between the Company or any Company Subsidiary
and any union pending or, to the knowledge of the Company, threatened between
the Company or any Company Subsidiary and any of their respective employees,
which controversies would, individually or in the aggregate, have a Material
Adverse Effect on the Company, (ii) to the knowledge of the Company, as of the
date hereof there are not any organizational campaigns, petitions or other
activities or proceedings of any labor union to organize any such employees that
would, individually or in the aggregate, have a Material Adverse Effect on the
Company, (iii) neither the Company nor any Company Subsidiary has breached or
otherwise failed to comply with any provision of any collective bargaining or
other labor union contract applicable to persons employed by the Company or any
Company Subsidiary (including any obligation that the Company or any Company
Subsidiary can, will or may have in connection with a sale, merger or any other
like transaction) that would individually or in the aggregate, have a Material
Adverse Effect on the Company, and there are no material grievances outstanding
against the Company or any Company Subsidiary under any such agreement or
contract that would, individually or in the aggregate, have a Material Adverse
Effect on the Company, (iv) there are no unfair labor practice complaints
pending against the Company or any Company Subsidiary before the National Labor
Relations Board or any other Governmental Entity or any current union
representation questions involving employees of the Company or any Company
Subsidiary that would, individually or in the aggregate, have a Material Adverse
Effect on the Company, and (v) as of the date hereof, there is no strike,
slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat
thereof by any union or significant group of union workers, by or with respect
to any employees of the Company or any Company Subsidiary.


                                       18
<PAGE>
          (f) The Company and each Company Subsidiary is in material compliance
with all applicable Laws relating to the employment of labor, including those
related to wages, hours, collective bargaining and the payment and withholding
of taxes and other sums as required by the appropriate Governmental Entity and
have withheld and paid to the appropriate Governmental Entity or are holding for
payment not yet due to such Governmental Entity all amounts required to be
withheld from employees of the Company or any Company Subsidiary and are not
liable for any arrears of wages, taxes, penalties or other sums for failure to
comply with any of the foregoing except for such failures that would not,
individually or in the aggregate, have a Material Adverse Effect on the Company.
The Company and each Company Subsidiary has paid in full to all employees or
adequately accrued for in accordance with GAAP consistently applied all wages,
salaries, commissions, bonuses, benefits and other compensation due to or on
behalf of such employees and there is no claim with respect to payment of wages,
salary or overtime pay that has been asserted or is now pending or threatened
before any Governmental Entity with respect to any persons currently or formerly
employed by the Company or any Company Subsidiary, that would, individually or
in the aggregate, have a Material Adverse Effect on the Company. Neither the
Company nor any Company Subsidiary is a party to, or otherwise bound by, any
consent decree with any Governmental Entity relating to employees or employment
practices. There is no charge or proceeding with respect to a violation of any
occupational safety or health standards that has been asserted or is now pending
or threatened with respect to the Company or any Company Subsidiary, that would,
individually or in the aggregate, have a Material Adverse Effect on the Company.
There is no charge of discrimination in employment or employment practices, for
any reason, including age, gender, race, religion or other legally protected
category, which has been asserted or is now pending or threatened before the
United States Equal Employment Opportunity Commission, or any other Governmental
Entity in any jurisdiction in which the Company or any Company Subsidiary has
employed or employ any person that would, individually or in the aggregate, have
a Material Adverse Effect on the Company.

     3.12 Internal Controls. The Company and the Company Subsidiaries have
designed and maintained a system of internal controls over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to
provide reasonable assurances regarding the reliability of financial reporting.
The Company (i) has designed and maintains disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that
material information required to be disclosed by the Company in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms and
is accumulated and communicated to the Company's management as appropriate to
allow timely decisions regarding required disclosure and (ii) has disclosed to
the Company's auditors and the audit committee of the Company Board and Parent
(A) any significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting that are reasonably
likely to adversely affect in any material respect the Company's ability to
record, process, summarize and report financial information and (B) any fraud,
whether or not material, that involves management or other employees who have a
significant role in the Company's internal controls over financial reporting.

     3.13 Compliance with Laws; Licenses. The businesses of each of the Company
and the Company Subsidiaries have been conducted in compliance with all Laws,
except where the


                                       19
<PAGE>
failure to so comply would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company. Each of the Company
and each Company Subsidiary is in possession of all governmental permits,
licenses, franchises, variances, exemptions, orders issued or granted by a
Governmental Entity and all other authorizations, consents, certificates of
public convenience and/or necessity and approvals issued or granted by a
Governmental Entity (collectively, "Licenses") necessary for each of the Company
or the Company Subsidiaries to own, lease and operate its properties or to carry
on its business as it is now being conducted, except where the failure to have,
or the suspension or cancellation of, any such License would not, individually
or in the aggregate, have a Material Adverse Effect on the Company. As of the
date of this Agreement, no suspension or cancellation of any such License is
pending or, to the knowledge of the Company, threatened, except where the
failure to have, or the suspension or cancellation of, any such License would
not, individually or in the aggregate, have a Material Adverse Effect on the
Company. Neither the Company nor any Company Subsidiary is in conflict with, or
in default, breach or violation of, any such License, except for any such
conflicts, defaults, breaches or violations that would not, individually or in
the aggregate, have a Material Adverse Effect on the Company.

     3.14 Certain Contracts. (a) Neither the Company nor any of the Company
Subsidiaries is a party to or bound by any contract, arrangement, commitment or
understanding (whether written or oral) (i) that is a "material contract" (as
such term is defined in Item 601(b)(10) of SEC Regulation S-K) to be performed
after the date of this Agreement that has not been made available to Parent
prior to the date hereof, (ii) that materially restricts the conduct of any
material line of business by the Company or, upon consummation of the Merger,
will materially restrict the ability of Parent following the Effective Time to
engage in any line of business material to the Company or, to the knowledge of
the Company, Parent, (iii) with or to a labor union or guild (including any
collective bargaining agreement) except for the Agreement, effective as of May
16, 1998, between the International Brotherhood of Electrical Workers, AFL-CIO,
Local 1269 and the Company, and the Agreement for Clerical, Production and Sales
Employees, effective October 16, 2003, between the Communications Workers of
America and Dex Media East, LLC, or (iv) a credit agreement or indenture to
which the Company or any Company Subsidiary is a party, guarantor or by which
any of them is bound and pursuant to which Indebtedness in excess of $5,000,000
of the Company and/or any Company Subsidiary is outstanding. Each contract,
arrangement, commitment or understanding of the type described in clauses (i),
(ii), (iii) and (iv) of this Section 3.14(a), whether or not set forth in the
Company Disclosure Schedule or made available to Parent in the case of clause
(i), is referred to as a "Company Contract," and neither the Company nor any of
the Company Subsidiaries knows of, or has received notice of, any violation of
any Company Contract by any of the other parties thereto that would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

          (b) With such exceptions that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company, (i) each Company Contract is valid and binding on the Company or the
applicable Company Subsidiary, as applicable, and is in full force and effect,
(ii) the Company and each of the Company Subsidiaries has performed all
obligations required to be performed by it to date under each Company Contract,
and (iii) no event or condition exists that constitutes or, after notice or
lapse


                                       20
<PAGE>
of time or both, will constitute, a default on the part of the Company or any of
the Company Subsidiaries under any such Company Contract.

          (c) None of the confidentiality agreements or standstill agreements
the Company has entered into with a third party (or any agent thereof) that is
in effect on the date hereof contains any exclusivity or standstill provisions
that are or will be binding on the Company or any Company Subsidiary or, after
the Effective Time, the Parent or any Parent Subsidiary.

     3.15 Agreements with Regulatory Agencies. Neither the Company nor any of
the Company Subsidiaries is subject to any material cease-and-desist or other
material order or enforcement action issued by, or is a party to any material
written agreement, consent agreement or memorandum of understanding with, or is
a party to any material commitment letter or similar undertaking to, or is
subject to any material order or directive by, or has been ordered to pay any
material civil money penalty by, any Regulatory Agency or other Governmental
Entity (other than a taxing authority, which is covered by Section 3.10), other
than those of general application that apply to similarly situated directory
publication companies or their Subsidiaries (each item in this sentence, whether
or not set forth in the Company Disclosure Schedule, a "Company Regulatory
Agreement"), nor has the Company or any of the Company Subsidiaries been advised
in writing since January 1, 2004 by any Regulatory Agency or other Governmental
Entity that it is considering issuing, initiating, ordering, or requesting any
such Company Regulatory Agreement.

     3.16 Undisclosed Liabilities. Except for those liabilities that are
reflected or reserved against on the Company's condensed consolidated balance
sheet or disclosed in the notes to the Unaudited Company Financial Statements,
in each case included in the Company 10-Q, and for liabilities incurred in the
ordinary course of business consistent with past practice since June 30, 2005,
since such date, neither the Company nor any of the Company Subsidiaries has
incurred any liability of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether due or to become due and including any
off-balance sheet loans, financings, indebtedness, make-whole or similar
liabilities or obligations) that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

     3.17 Environmental Liability. There are no pending or, to the knowledge of
the Company, threatened legal, administrative, arbitral or other proceedings,
claims, actions, causes of action, private environmental investigations or
remediation activities, or governmental investigations, requests for information
or notices of violation of any nature seeking to impose, or that are reasonably
likely to result in the imposition, on the Company or any of the Company
Subsidiaries, of any liability or obligation arising under common law or under
any local, state or federal environmental statute, regulation, permit or
ordinance including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), which liability or obligation
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. To the knowledge of the Company, there
is no reasonable basis for any such proceeding, claim, action, investigation or
remediation that would impose any liability or obligation that would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on


                                       21
<PAGE>
the Company. Neither the Company nor any of the Company Subsidiaries is subject
to any agreement, order, judgment, decree, directive or Lien by or with any
Governmental Entity or third party with respect to any environmental liability
or obligation that would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.

     3.18 Real Property.

          (a) Neither the Company nor any Company Subsidiary owns any parcel of
real property that is material to the business of the Company and the Company
Subsidiaries, taken as a whole.

          (b) Section 3.18(b) of the Company Disclosure Schedule lists by
address each material parcel of real property leased or subleased by the Company
or any Company Subsidiary that is currently used in and material to the conduct
of the business of the Company and the Company Subsidiaries, taken as a whole
(the "Company Leased Properties"), and any material guaranty given by the
Company or any Company Subsidiary in connection therewith. The Company or one of
its Subsidiaries has a valid leasehold interest in all of the Company Leased
Properties, free and clear of all Liens, except (i) Liens for current taxes and
assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens
for construction in progress, (iii) workmen's, repairmen's, warehousemen's and
carriers' Liens arising in the ordinary course of business of the Company or
such Company Subsidiary consistent with past practice, and (iv) all Liens and
other imperfections of title (including matters of record) and encumbrances that
do not materially interfere with the conduct of the business of the Company and
the Company Subsidiaries, taken as a whole, or as have not had, and would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect (collectively, "Permitted Liens"). Except as has not had, and
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company, the Company or one of the Company
Subsidiaries has the right to the use and occupancy of the Company Leased
Properties, subject to the terms of the applicable leases and subleases relating
thereto and Permitted Liens.

     3.19 State Takeover Laws; Company Rights Agreement. (a) The Company Board
has approved this Agreement, the Company Sponsors Support Agreement and the
transactions contemplated hereby and thereby as required to render inapplicable
to such agreements and transactions the restrictions set forth in Section 203 of
the DGCL, and, to the knowledge of the Company, there are no other similar
"takeover" or "interested stockholder" law applicable to the transactions
contemplated by this Agreement (any such laws, "Takeover Statutes").

          (b) The Company has taken all action, if any, necessary or appropriate
so that (i) the execution of this Agreement and the consummation of the
transactions contemplated hereby do not and will not result in the ability of
any Person to exercise any "Rights" under the Rights Agreement (the "Company
Rights Agreement"), dated as of July 27, 2004, between the Company and Wachovia
Bank, N.A., (ii) neither Parent nor any of its affiliates is or will become an
"Acquiring Person" under the Company Rights Agreement, (iii) neither a
"Distribution Date" or "Shares Acquisition Date" under the Company Rights
Agreement will occur by reason of the approval, execution, delivery or
announcement of this Agreement or the consummation of the transactions
contemplated hereby, including the Merger, and (iv) that the Company Rights
Agreement will terminate upon consummation of the Merger.


                                       22
<PAGE>
     3.20 Intellectual Property.

          (a) Section 3.20(a) of the Company Disclosure Schedule lists all
material (i) issued patents and pending patent applications, (ii) trademark and
service mark registrations and applications for registration thereof, (iii)
copyright registrations and applications for registration thereof, and (iv)
internet domain name registrations, in each case that are that are owned by the
Company or any of the Company Subsidiaries and are material to the business of
the Company and the Company Subsidiaries, taken as a whole. Except as disclosed
in Section 3.20(a) of the Company Disclosure, with respect to each item that is
required to be identified therein: (A) the Company or the applicable Company
Subsidiary is the sole owner and possesses all material right, title and
interest in and to the item in the listed country or jurisdiction, free and
clear of any Liens, the absence of such interest which would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect of
the Company and (B) neither the Company nor any Company Subsidiary has received
written notice of any pending or threatened action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand that challenges the legality,
validity, enforceability, registrations, use or ownership of the item in the
listed country or jurisdiction that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

          (b) Except as disclosed in Section 3.20(b) of the Company Disclosure
Schedule, to the knowledge of the Company, neither the Company nor any Company
Subsidiary is infringing or misappropriating any material Intellectual Property
rights of third parties in connection with the operation of the Business that
would, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company. Except as disclosed in Section 3.20(b)
of the Company Disclosure Schedule, neither the Company nor any Company
Subsidiary has received any written charge, complaint, claim, demand or notice
during the past two years (or earlier, if not resolved) alleging any such
infringement or misappropriation that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company. To the
knowledge of the Company, except as disclosed in Section 3.20(b) of the Company
Disclosure Schedule, during the past two years (or earlier, if not resolved) no
third party has interfered with, infringed upon, misappropriated or otherwise
come into conflict with any Intellectual Property rights of the Company or any
Company Subsidiary which interference, infringement, misappropriation or
conflict would, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect on the Company. For purposes of this Agreement,
"Intellectual Property" means (i) all inventions, all patents and patent
applications, (ii) all trademarks, service marks, trade dress, logos, brand
names, trade names and domain names and all registrations of and applications to
register the foregoing, (iii) all copyrightable works, all copyrights and all
registrations of and applications to register the foregoing, (iv) all trade
secrets, know how and confidential business information, and (v) all other
proprietary rights that are, in the case of clauses (i) through (v), material to
the business of the Company and the Company Subsidiaries, taken as a whole.

          (c) The Company's and the Company Subsidiaries' use and dissemination
of any data and information concerning users of their web sites is in compliance
with all applicable privacy policies, terms of use, and Laws, the violation of
which would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect on the Company. The transactions contemplated
hereunder will not violate any privacy policy, terms of use, or Laws


                                        23
<PAGE>
relating to the use, dissemination or transfer of such data or information,
except for such violations which would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.

     3.21 Reorganization. As of the date of this Agreement, the Company is not
aware of any agreement, plan, fact or circumstance that could reasonably be
expected to prevent the Merger from qualifying as a "reorganization" within the
meaning of Section 368(a) of the Code.

     3.22 Opinions. Prior to the execution of this Agreement, the Company has
received opinions from Lehman Brothers Inc. and Merrill Lynch & Co., copies of
which have been or will promptly be provided to Parent, to the effect that as of
the date thereof and based upon and subject to the matters set forth therein the
Merger Consideration to be received by holders of Company Common Stock is fair
from a financial point of view to such holders. Such opinions have not been
amended or rescinded as of the date of this Agreement.

     3.23 Company Information. The information relating to the Company and the
Company Subsidiaries that is provided by the Company or its representatives for
inclusion in the Joint Proxy Statement and the Form S-4, or in any other
document filed with any other Regulatory Agency in connection with the
transactions contemplated by this Agreement, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances in which they are made,
not misleading. The Joint Proxy Statement (except for such portions thereof that
relate only to Parent or any of the Parent Subsidiaries) will comply in all
material respects with the provisions of the Exchange Act and the rules and
regulations thereunder.

     3.24 Affiliate Transactions. As of the date hereof, there are no
transactions, contracts, arrangements, commitments or understandings between the
Company or any of the Company Subsidiaries, on the one hand, and any of the
Company's affiliates (other than wholly owned Company Subsidiaries), on the
other hand, that would be required to be disclosed by the Company under Item 404
of Regulation S-K under the Securities Act (the "Company S-K 404 Arrangements").

      ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Except as disclosed in (x) a publicly available final registration
statement, prospectus, report, form, schedule or definitive proxy statement
filed since January 1, 2005 by Parent with the SEC pursuant to the Securities
Act or the Exchange Act (collectively, the "Parent SEC Reports") and prior to
the Measurement Date, but excluding any risk factor disclosure contained in any
such Parent SEC Report under the heading "Risk Factors" or "Forward-Looking
Statements," or (y) the disclosure letter (the "Parent Disclosure Schedule")
delivered by Parent to the Company prior to the execution of this Agreement
(which letter sets forth items of disclosure with specific reference to the
particular Section or subsection of this Agreement to which the information in
the Parent Disclosure Schedule relates; provided, however, that any information
set forth in one section of the Parent Disclosure Schedule will be deemed to
apply to each other Section or subsection of this Agreement to which its
relevance is reasonably apparent; provided,


                                       24
<PAGE>
further, that, notwithstanding anything in this Agreement to the contrary, the
inclusion of an item in such schedule as an exception to a representation or
warranty will not be deemed an admission that such item represents a material
exception or material fact, event or circumstance or that such item has had or
would reasonably be expected to have a Material Adverse Effect on Parent),
Parent and Merger Sub jointly and severally represent and warrant to the Company
as follows:

     4.1 Corporate Organization. (a) Parent is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
Parent has the corporate power and authority to own or lease all of its
properties and assets and to carry on its business as it is now being conducted,
and is duly licensed or qualified to do business in each jurisdiction in which
the nature of the business conducted by it or the character or location of the
properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on Parent.

          (b) True and complete copies of the Restated Certificate of
Incorporation of Parent, as amended through, and as in effect as of, the date of
this Agreement (including any certificates of designation thereto) (the "Parent
Charter"), and the Amended and Restated By-Laws of Parent, as amended through,
and as in effect as of, the date of this Agreement (the "Parent Bylaws"), have
previously been made available to the Company.

          (c) Each Parent Subsidiary (i) is duly organized and validly existing
under the laws of its jurisdiction of organization, (ii) is duly qualified to do
business and in good standing in all jurisdictions (whether federal, state,
local or foreign) where its ownership or leasing of property or the conduct of
its business requires it to be so qualified, and (iii) has all requisite
corporate power and authority to own or lease its properties and assets and to
carry on its business as now conducted, except for such variances from the
matters set forth in any of clauses (i), (ii) or (iii) as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on Parent.

     4.2 Capitalization. (a) As of the date of this Agreement, the authorized
Parent capital stock consists of (i) 400,000,000 shares of Parent common stock,
of which, as of the Measurement Date, 31,856,812 shares were issued and
outstanding (the "Parent Common Stock"), (ii) 10,000,000 shares of Parent
Convertible Cumulative Preferred Stock, of which, as of the Measurement Date,
100,301 shares were issued and outstanding (the "Parent Convertible Preferred
Stock"), and (iii) 400,000 shares of Series B Participating Cumulative Preferred
Stock, of which, as of the Measurement Date, no shares were issued and
outstanding (the "Series B Preferred Stock" and, together with the Parent Common
Stock and the Parent Convertible Preferred Stock, the "Parent Capital Stock").
As of the Measurement Date, no more than 19,765,082 shares of Parent's capital
stock were held in Parent's treasury. As of the Measurement Date, no shares of
Parent Capital Stock were reserved for issuance except for (i) 5,249,895 shares
of Parent Common Stock reserved for issuance upon the exercise of Parent Stock
Options or for other awards based on Parent Common Stock (the "Parent
Stock-Based Awards") issued or issuable pursuant to the Parent Stock Plans, (ii)
6,000,000 shares of Parent Common Stock reserved for issuance upon conversion of
shares of Parent Convertible Preferred Stock, and (iii) 1,650,000 shares of
Parent Common Stock reserved for issuance upon exercise of the Warrant
Agreements, dated as of November 25, 2002 and January 3,


                                        25
<PAGE>
2003, among Parent and the GS Funds. All of the issued and outstanding shares of
Parent Capital Stock have been duly authorized and validly issued and are fully
paid, nonassessable and free of preemptive rights, with no personal liability
attaching to the ownership thereof. As of the date of this Agreement, except as
set forth above or in the last sentence of this Section 4.2(a), or pursuant to
this Agreement, the Registration Rights Agreement, dated as of November 25,
2002, among Parent and the GS Funds, the Preferred Stock and Warrant Purchase
Agreement, dated as of September 21, 2002, among Parent and the GS Funds, as
amended, the Parent Stock Plans and the Parent Charter, there are no outstanding
shares of capital stock, securities convertible into shares of Parent Common
Stock or other voting securities of Parent, and Parent does not have and is not
bound by any outstanding subscriptions, options, warrants, calls, commitments,
preemptive rights, redemption obligations or agreements of any character calling
for the purchase, issuance or registration of any shares of Parent's capital
stock or any other equity securities of Parent or any securities representing
the right to purchase or otherwise receive any shares of Parent's capital stock.
From and after the Measurement Date through the date hereof, Parent has not
issued or awarded any Parent Capital Stock, Parent Stock Options or Parent
Stock-Based Awards (other than upon the exercise or satisfaction of Parent Stock
Options or Parent Stock-Based Awards or the conversion of convertible
securities, in each case outstanding as of the Measurement Date).

          (b) As of the date of this Agreement, no bonds, debentures, notes or
other indebtedness of Parent having the right to vote on any matters on which
stockholders may vote ("Parent Voting Debt") are issued or outstanding.

          (c) All of the issued and outstanding shares of capital stock or other
equity ownership interests of each "significant subsidiary" (as such term is
defined under Regulation S-X of the SEC) of Parent are owned by Parent, directly
or indirectly, free and clear of any Liens and free of any restriction on the
right to vote, sell or otherwise dispose of such capital stock or other equity
ownership interest (other than restrictions under applicable securities Laws),
and all of such shares or equity ownership interests are duly authorized and
validly issued and are fully paid, nonassessable and free of preemptive rights.
No such significant subsidiary is bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any character calling for
the purchase or issuance of any shares of capital stock or any other equity
security of such significant subsidiary or any securities representing the right
to purchase or otherwise receive any shares of capital stock or any other equity
security of such significant subsidiary. Except for the capital stock or other
equity ownership interests of the Parent Subsidiaries, as of the date of this
Agreement, Parent does not beneficially own directly or indirectly any capital
stock, membership interest, partnership interest, joint venture interest or
other equity interest in any Person that constitutes a Substantial Investment.

     4.3 Authority; No Violation. (a) Parent has full corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly and
validly approved by the Board of Directors of Parent (the "Parent Board"). The
Parent Board has determined that this Agreement and the transactions
contemplated hereby are in the best interests of Parent and its stockholders,
has resolved to recommend that holders of Parent Common Stock vote in favor of
the approval of this Agreement, the Sponsor Stockholders Agreements and the
transactions contemplated


                                       26
<PAGE>
hereby and thereby and has directed that this Agreement and the Sponsor
Stockholders Agreements be submitted to Parent's stockholders for approval at a
duly held meeting of such stockholders (the "Parent Stockholders Meeting"), and,
except for (i) the approval of this Agre