DISTRIBUTION AGREEMENT BETWEEN VERIZON COMMUNICATIONS INC. AND IDEARC INC.

Exhibit 10.1

EXECUTION COPY

DISTRIBUTION AGREEMENT

BETWEEN

VERIZON COMMUNICATIONS INC.

AND

IDEARC INC.

DATED AS OF NOVEMBER 13, 2006

TABLE OF CONTENTS

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DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 13, 2006, between Verizon Communications Inc., a Delaware corporation (“Verizon”), and Verizon Directories Disposition Corporation, a Delaware corporation and wholly owned subsidiary of Verizon (“Spinco” and together with Verizon, the “Parties”).

RECITALS

WHEREAS, the Board of Directors of Verizon has determined that it is in the best interests of Verizon and its stockholders to separate Verizon’s directory publishing business, as more fully described in Spinco’s registration statement on Form 10, from Verizon’s existing business on the terms and conditions set forth herein;

WHEREAS, as of August 9, 2006 (i) Bell Atlantic Global Wireless Inc., a wholly-owned subsidiary of Verizon, transferred its 89.5% interest in Idearc Directories Sales – East Co. (f.k.a. Verizon Directories Sales – East Co.), a wholly-owned subsidiary of Verizon (“Directories Sales - East”), to a newly formed Delaware limited liability company and wholly-owned subsidiary of Bell Atlantic Global Wireless, Inc. (“East LLC”), the membership interests of which were then transferred to GTE Corporation, a direct subsidiary of Verizon (“GTE”), in exchange for common stock of GTE of approximately equivalent value, (ii) GTE contributed such interests in East LLC to Idearc Information Services Inc. (f.k.a. Verizon Information Services Inc.), a direct subsidiary of GTE and wholly-owned subsidiary of Verizon (“IIS”), (iii) IIS contributed such interests in East LLC to Idearc Media Corp. (f.k.a. Verizon Directories Corp.), a direct, wholly-owned subsidiary of IIS (“IMC”) and (iv) IMC contributed such interests in East LLC to Idearc Directories Sales – West Inc. Corp. (f.k.a. Verizon Directories Sales – West Inc. Corp.), a direct, wholly-owned subsidiary of IMC;

WHEREAS, on or prior to the Distribution Date (as defined herein), (i) each of the entities listed on Schedule A will be converted into limited liability companies; then (ii) IIS will distribute to GTE all of its assets, including the outstanding common stock held by it of the entities listed on Schedule B and all of its liabilities and all of IIS’s rights with respect to any debt owed to it by Verizon Financial Services LLC (“Finance Sub”), other than the outstanding common stock of IMC and License Application Corporation and any other Spinco Assets (as defined herein) held by IIS and any Spinco Liabilities (as defined herein) held by IIS; then (iii) IIS will contribute to IMC all of the outstanding common stock of License Application Corporation, certain other Spinco Assets and Spinco Liabilities; then (iv) IMC will agree to act as a depositary for each entity listed on Schedule D and Finance Sub will, at the direction of each such entity, pay to IMC, as depositary for such entity, the amount which such entity is owed by Finance Sub in full satisfaction of all obligations of Finance Sub to such entity; then (v) GTE will distribute all of the equity of IIS to Verizon in exchange for a portion of Verizon’s stock in GTE of

approximately equivalent value; then (vi) Verizon will cause to be transferred to Verizon or one or more of the Verizon Subsidiaries all of the Verizon Assets (as defined herein) and Verizon Liabilities (as defined herein) not held by Verizon or the Verizon Subsidiaries as of the date hereof (and Verizon or one or more of the Verizon Subsidiaries will assume or cause to be assumed such Verizon Liabilities); and then (vii) Verizon will contribute all of the equity of IIS and any other Spinco Assets or Spinco Liabilities not held by Spinco or any Spinco Subsidiary (as defined herein) to Spinco in exchange for (A) shares of Spinco Common Stock (as defined herein), (B) notes and other debt obligations of Spinco (the “Spinco Exchange Debt”) and (C) an amount of cash not to exceed Verizon’s adjusted basis in the assets transferred to Spinco by Verizon (the “Special Distribution”) (the transactions described in this clause (vii), collectively, the “Contribution”, and the transactions described in this Recital and the foregoing Recital, collectively, the “Preliminary Restructuring”);

WHEREAS, on the Distribution Date, Verizon will distribute (the “Distribution”) all of the issued and outstanding shares of common stock, par value $0.01 per share, of Spinco (“Spinco Common Stock”) to the holders as of the Record Date (as defined herein) of the outstanding shares of common stock, par value $0.10 per share, of Verizon (“Verizon Common Stock”); and

WHEREAS, the Parties intend that the Contribution, together with the Distribution and the Debt Exchange, qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other

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ownership interest, by contract or otherwise; provided, however, that for purposes of this Agreement, from and after the Distribution Date, no member of either Group shall be deemed an Affiliate of any member of the other Group.

“Agent” means the distribution agent to be appointed by Verizon to distribute the shares of Spinco Common Stock pursuant to the Distribution.

“Agreement” has the meaning set forth in the Preamble.

“Asset” means any and all assets, properties and rights, wherever located, whether real, personal or mixed, tangible or intangible, including the following (in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person): (i) notes, accounts and notes receivable (whether current or non-current), certificates of deposit, banker’s acceptances, securities, certificates of interest or participation in profit-sharing agreements, letters of credit and performance and surety bonds, and all loans, advances or other extensions of credit or capital contributions to any other Person; (ii) intangible property rights; (iii) rights under leases (including Real Property Leases), contracts, licenses, permits and business arrangements; (iv) Owned Real Property; (v) Leased Real Property, fixtures, tools, dies and furniture; (vi) office supplies, production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind; (vii) computers and other data processing equipment and software; (viii) raw materials, work-in-process, finished goods, consigned goods and other inventories; (ix) prepayments or prepaid expenses; (x) claims, causes of action, rights of recovery and rights of setoff; (xi) lists of customers, records pertaining to customers and accounts, personnel records, and all accounting and other books, records, ledgers, files and business records; (xii) advertising materials and other printed or written materials; (xiii) goodwill as a going concern and other intangible properties; and (xiv) employee contracts, including any rights thereunder to restrict an employee from competing in certain respects. “Assets” shall not include any asset relating to Taxes, which, except as expressly set forth herein, shall be governed exclusively by the Tax Sharing Agreement or any asset relating to benefit plans, programs, agreements, and arrangements, which shall be governed exclusively by the Employee Benefits Agreement.

“Claims Administration” means the processing of claims made under the Policies, including the reporting of claims to the insurance carrier, management and defense of claims, and providing for appropriate releases upon settlement of claims.

“Claims Made Policies” has the meaning set forth in Section 6.4(a).

“Code” has the meaning set forth in the Recitals.

“Commercial Agreements” means the Publishing Agreement, the Non-Competition Agreement, the Branding Agreement, the Billing and Collection Agreement,

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the Listings License Agreement and the Intellectual Property Agreement, each of which is to be entered into by one or more members of the Verizon Group and one or members of the Spinco Group on or prior to the Distribution Date.

“Contribution” has the meaning set forth in the Recitals.

“Debt Exchange” has the meaning set forth in Section 2.6(a).

“Directories Sales - East” has the meaning set forth in the Recitals.

“Distribution” has the meaning set forth in the Recitals.

“Distribution Date” means the date and time that the Distribution shall become effective.

“Exchange Act” means the Securities and Exchange Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder.

“Employee Benefits Agreement” means the Employee Benefits Agreement to be entered into between Verizon and Spinco, substantially in the form of Exhibit B hereto.