THE "$1 MILLION ULTIMATE SHOPPING SPREE" GAME OFFICIAL RULES

1. ELIGIBILITY: NO PURCHASE NECESSARY - VOID WHERE PROHIBITED. Open to legal U.S. residents who are 18 years of age or older and who reside within the distribution area of participating Verizon® Yellow Pages telephone directories. Employees (including their immediate family members and those living in their household) of Idearc Media Corp. (the “Sponsor”) and Verizon Communications, Inc., its respective parents, affiliates and subsidiaries, and the Sponsor’s advertising and promotion agencies, prize suppliers, sales representatives, distributors and other vendor companies involved in the sales and production of printed or online directories in this Sweepstakes (collectively, “Related Entities”) are not eligible.

2. HOW TO PLAY: Game begins on 12/10/2007 and ends when all game pieces are depleted or 3/31/09 whichever occurs first. This Game is subject to all federal, state and local laws and regulations. Printed Directory Instant-Win Game- Upon receipt of the 2007-2008 Verizon® Yellow Pages directory, find the "$1 MILLION ULTIMATE SHOPPING SPREE” Game Piece inside the directory. With a coin, gently remove one scratch-off latex box for each of the five questions to reveal an answer. Removal or partial removal of more than one answer to any question will void the game piece. Then look up the answers in the specific Verizon® Yellow Pages indicated in the How To Play section on the back of the game piece. If you do not receive a current directory, a copy can be obtained by contacting Idearc Media Corp at the contact information set forth below. Game pieces with two or more correct answers win prizes as follows: All Five (5) correct answers wins $1 Million, paid $25,000 per year over 40 years; Four (4) correct answers wins $5,000; Three (3) correct answers wins $250; Two (2) correct answers wins $25. Game pieces with one (1) correct answer receive an entry into a drawing for the chance to instantly win $5,000. Please follow the instructions below to enter/redeem your designated prize.

To obtain a 2007-2008 Verizon® Yellow Pages please call 1-800-888-8448 or go online at www.directorystore.com.

To obtain a game piece without a current directory, send a hand printed self-addressed, stamped 6”x9”envelope to: Game Piece Request "$1 MILLION ULTIMATE SHOPPING SPREE” P.O. Box 78285, Atlanta, GA 30357. No photocopies, facsimiles or mechanical reproductions of requests permitted. No metered mail will be accepted. Requests will be honored while supplies last and must be received by 4/7/2009.

Online Game: Upon receipt of your 2007-2008 Verizon® Yellow Pages directory, look for the Unique Prize ID code on the front cover of the directory. Then visit www.ultimateshoppinggame.com, complete the registration information (name, phone number, email address and zip code, Unique Prize ID Code), answer the Verizon® Yellow Pages question from the directory, and click on the Submit button. If you answer correctly, you will then be asked to vote for your favorite [category] of the day. Voting categories will change on a regular basis. After you vote, a virtual scratch and win game piece will appear with twenty-five (25) boxes. To play, select five (5) of the directories. Each directory selected will reveal either a winning image or an X. Winning images are Community Magazine, Coupons, Dining Your Way®, Area Maps and America’s Best Yellow Pages. If you reveal five images, you will win $1 Million instantly. If you reveal 4 images, you will instantly win $1,000. If you reveal 3 images, you will instantly win $500. If you reveal 2 images, you will instantly win $100. If you reveal 1 or less winning images, you will receive a bonus entry into the $5,000 Ultimate Shopping Spree sweepstakes. All prizes subject to verification. Players can receive bonus entries into the sweepstakes by voting for additional “favorites.” A link to the voting webpage is accessible through the non-instant winning message displayed after the scratch and win game is played. To obtain a Unique ID code without a directory, send a hand printed self-addressed, stamped 6”x9”envelope to: Unique ID Code Request "$1 MILLION ULTIMATE SHOPPING SPREE” P.O. Box 78285, Atlanta, GA 30357. No photocopies, facsimiles or mechanical reproductions of requests permitted. No metered mail will be accepted. Requests will be honored while supplies last and must be received by 4/7/09.

3.    SWEEPSTAKES GAME ENTRY/ PRIZE REDEMPTION:

Printed Directory Instant-Win Game- Sweepstakes Game Entry (one correct answer): To enter the $5,000 Sweepstakes, hand print your name, address, and phone number in the spaces provided on the game piece and send it to “$1 Million Ultimate Shopping Spree” to the PO Box indicated on the game piece. Limit one entry per envelope. Game pieces must be postmarked by 3/31/09 and received by 4/7/2009 to be eligible. Entries will not be acknowledged and will remain the property of the Sponsor.

Printed Directory Instant-Win Game- Instant Prize Redemption (two or more correct answers): Hand print your name, address, and phone number in the spaces provided on the game piece and send it to “$1 Million Ultimate Shopping Spree” Instant Winner, 1450 West Peachtree Street, Atlanta, GA 30309. Four or more correct answers send via certified mail, return receipt requested. Game pieces must be postmarked by 3/31/09 and received by 4/7/09. Not responsible for late, lost, mutilated, illegible, or misdirected submissions. You are not a winner unless game piece and eligibility is verified.

Online Game – Sweepstakes Entry: All complete online registrations with correct answers to the Verizon® Yellow Pages question and completed voting, will be entered into the Ultimate Shopping Spree Sweepstakes drawing for a chance to win $5,000. Bonus entries to the $5,000 sweepstakes can be obtained by voting for additional “favorite” [categories]. Each vote is one bonus entry. Limit one vote/entry per person per category over the course of the promotion.

Online Game - Instant Prize Redemption: If you are an instant winner via the virtual scratch and win game piece, a winning message associated with that prize will appear on the webpage. To redeem, print the webpage with the winning message and send it certified mail, return receipt requested (keep a copy for yourself) to Ultimate Shopping Spree Instant Winner, 1450 West Peachtree Street, Atlanta, GA 30309. Submission must be postmarked by 3/31/09 and received by 4/7/09. Not responsible for late, lost, mutilated, illegible, or misdirected submissions. You are not a winner unless Ultimate Shopping webpage with the winning message, your Unique Prize ID code and eligibility is verified. If you have trouble printing, copy all text from the winning web page, click on the Having Trouble? Click Here to Contact Support link and paste all text into the message window. Email Subject should say “Ultimate Shopping Spree Instant Winner.” Viewing a winning message is not, in itself, proof of eligibility. All potential winning plays are subject to verification by administrator, whose decisions are final. An entrant is not a winner of any prize, even if the game should so indicate, unless and until entrant’s eligibility and the potential winning play has been verified and entrant has been notified that verification is complete. Administrator will not accept screen shots or other evidence of winning in lieu of its validation process. Any play that occurs after the system has failed for any reason is deemed a defective play and is void and will not be honored. Redemption period ends on 4/14/09.

4.       PRIZES/ODDS:

a.       Printed Game Piece: One (1) Instant Win $1 Million Spending Spree (paid $25,000 per year over 40 years) from Idearc Media Corp. available for game pieces with five (5) correct answers. Odds of receiving a prize winning game piece 1:785,086. Odds of removing the correct combination of answers - 1 in 243. Fifty (50) Instant Win $5,000 Spending Sprees from Idearc Media Corp. available for game pieces with four (4) correct answers. Odds of receiving a prize winning game piece 1:15,701. Odds of removing the correct combination of answers - 1 in 24.3. Five Hundred (500) $250 Spending Sprees from Idearc Media Corp. available for game pieces with three (3) correct answers. Odds of receiving a prize winning game piece: 1:1,571. Odds of removing the correct combination of answers - 1 in 6.08. Five Thousand (5,000) Instant Win $25 from Idearc Media Corp. available for game pieces with two (2) correct answers. Odds of receiving a prize winning game piece 1:157. Odds of removing the correct combination of answers - 1 in 3.04. One (1) entry for the chance to instantly win a $5,000 spending spree for game pieces with one correct answer. A drawing will be held from all game pieces correctly submitted and all eligible online entries. The person who is selected will instantly win $5,000. Odds of winning the $5,000 will be determined by the number of correctly submitted entries. Winner will be required to complete a notarized affidavit. Expiration date to spend instant-win prizes is within one year of prize notification.

Online Game: Instant-Win Prizes – One hundred and fifteen (115) random, computer generated winning times, one for each prize listed below, will be generated during the Promotion Period. If you are the first person to play the Instant Win Game at or after one (1) of the winning times, you will be a potential instant winner of the prize indicated. 115 instant-winning game pieces - One hundred (100) $100 instant winners, Ten (10) $500 instant winners, and Five (5) $1,000 instant winners will be seeded among all game plays. Throughout the promotional period, players will be randomly intercepted and awarded one of the instant-win prizes listed above. Odds of being selected as an instant winner depend on the number of game plays throughout the promotional period. $1,000,000 Prize – every game play has the potential to be selected as a $1,000,000 Winner. Prior to the scratch and win game piece being displayed, a random number generator will determine if you are a $1,000,000 winner. Odds of winning the $1,000,000 grand prize are 1:20,000,000 per game play. All non-instant winning entrants will be entered into the $5,000 Ultimate shopping Spree sweepstakes.

Online Sweepstakes Prize – Each online game play is an entry into the Ultimate Shopping Spree $5,000 sweepstakes. Odds of an online entry being selected depend on the number of total entries (game piece and online entries).

All taxes on any prize awarded are the responsibility of the winner. Limit one prize per person, address, or household. Unclaimed instant-win prizes will not be awarded. Prizes will be awarded in the name indicated on the entry game card or at the time of online registration. All game pieces become the property of the Sponsor and none will be returned. The independent judging organization, Mastermind Marketing, reserves the right to disqualify anyone who it determines, in its sole discretion, violates the spirit of the game or acts in a manner which makes it unfair to other participants. All winners are subject to verification by Mastermind Marketing. Winners may make no substitution or transfer of prizes. Sponsor reserves the right to substitute prizes of equal or greater value in the event of unavailability. All federal, state, and local taxes are the sole responsibility of winners. All federal, state, and local laws and regulations apply. All instant prize winners who win prize winnings exceeding $599, and the Winner of the $5,000 Ultimate Shopping Spree sweepstakes, must execute and return an Affidavit of Eligibility, Release of Liability, Prize Acceptance Form within seven (7) days of the date indicated on the letter of notification. Noncompliance within this time period may result in disqualification, and an alternate may be selected. Return of any prize notification as undeliverable will result in disqualification, and an alternate will be selected. Acceptance of prize constitutes permission to the Sponsor and its agencies to use winners’ names and/or likenesses for purposes of advertising and trade without further compensation, unless prohibited by law. By participating in this promotion, entrant agrees to be bound by the Official Rules and the decisions of the independent judging organization, Mastermind Marketing, which are binding and final. In the event of a printing error, or other error, that results in the establishment of more winning game pieces in any prize category than the number of prizes set forth in these Official Rules, a random drawing will be held from among those making prize claims to award the published number of prizes. Any official game piece forged, mechanically reproduced, altered, defaced, mutilated, or tampered with, or in any way containing printing or other errors or obtained through unauthorized channels, is automatically void. Sponsor is not responsible for printing and other errors that affect the administration or play of the Game, and may create any remedy or fix of the Game, including modification or cancellation, as necessary, in its sole discretion.

5.   PRIVACY: All information collected will be treated subject to Sponsor’s privacy policy, set forth at www.idearc.com.

6.   GENERAL: By entering, entrants warrant that they are eligible to participate in this Game, agree to accept and abide by the rules of this Game and agree that any dispute with regard to the conduct of this Game, rule interpretation, or award of prizes shall be submitted to the independent judging organization, Mastermind Marketing, whose decisions are binding and final. By participating, entrant agrees to release and hold harmless Sponsor, Related Entities and their respective officers, directors, employees, agents and representatives from any injury, loss, liability or damage arising from or in connection with the acceptance or use/misuse of any prize or participation in this Game. Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds, in its sole discretion, to be tampering with the intended entry process or the operation of the Game or website; to be acting in violation of these Official Rules; or to be acting in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Sponsor also reserves the right to cancel the promotion at any time and under Sponsor's sole judgment if the promotion becomes compromised. All trademarks and service marks used in these Official Rules belong to Idearc Media Corp, except as otherwise noted. If any provision of these Official Rules is to any extent held invalid or unenforceable, the remainder of these Official Rules shall not be affected but shall be valid and enforceable to the fullest extent permitted by law.

7.      LIMITATIONS OF LIABILITY: Sponsor and Related Entities make no warranties regarding any of the prizes furnished as part of this Game. Notwithstanding any other provision of these official rules, Sponsor’s aggregate liability hereunder and with respect to the Game shall be limited to and shall not exceed the value of the prizes set forth above. Any attempt to deliberately damage any website or undermine the legitimate operation of the game may be a violation of criminal and civil laws and should such an attempt be made, the Sponsor and Related Entities reserve the right to seek damages or other remedies from any such person(s) responsible for the attempt to the fullest extent permitted by law. By playing the Game, entrant agrees that (a) any and all disputes, claims, and causes of action arising out of or in connection with the Game, or any prizes awarded, shall be resolved individually without resort to any form of class action; (b) any claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with playing the Game, but in no event attorneys’ fees; and (c) under no circumstances will any entrant be permitted to obtain any award for, and entrant hereby waives all rights to claim, punitive, incidental or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for actual out-of-pocket expenses. In no event will Sponsor, Related Entities or their respective officers, directors, employees, representatives and agents, be responsible or liable for any damages or losses of any kind, including direct, indirect, incidental, consequential or punitive damages arising out of any entrant’s access to and use of the Game website, the downloading from and/or printing material downloaded from said site, or participation in the promotion or any associated event. Some jurisdictions may not allow the limitations or exclusion of liability for incidental or consequential damages so some of the above limitations or exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding these limitations or exclusions.

8.      INTERNET: Sponsor reserves the right at its sole discretion, to disqualify any individual who is a entrant who tampers with the entry process, and/or to cancel, terminate, modify or suspend the Sweepstakes and select winners from the entries received prior to modification or termination, if for any reason, the Internet portion of the program is not capable of running as planned, whether due to infection by computer virus, tampering, fraud, technical failures, or any other causes beyond the control of Sponsor which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Sweepstakes. Sponsor assumes no responsibility for any miscommunication, error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, lost Internet connection, technical failure of any kind, failed computer transmissions, theft or destruction or unauthorized access to, or alteration of, entries. Sponsor is not responsible for any problems or technical malfunction of any telephone network, or lines, computer on-line systems, servers, or providers, computer equipment, software, failure of any email or entry to be received by Sponsor on account of technical problems, human error or traffic congestion on the Internet or at any website, or any combination thereof, including any injury or damage to the registrant’s or any other person’s computer related to or resulting from participation or downloading any materials in this Sweepstakes. Caution: Any attempt by any person to deliberately damage any website or undermine the legitimate operation of the Sweepstakes is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages from any such person to the fullest extent permitted by law.

9.      SPONSOR: This Game is sponsored by Idearc Media Corp., 2200 West Airfield Drive, D/FW Airport, TX 75261-9810.

10. WINNERS LIST: For a list of major prize winners available after 5/7/2009 send a self-addressed, stamped envelope to: Winners List “$1 MILLION ULTIMATE SHOPPING SPREE”, P.O. Box 78285, Atlanta, GA 30357. Requests must be received by 4/7/2009.