THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of January, 1999, by and
between Bell Atlantic Corporation, its successors and assigns ("Bell Atlantic"), and Ivan G. Seidenberg, Chief
Executive Officer of Bell Atlantic (the "Key Executive"). In this Agreement, "Bell Atlantic Companies" means all
of, and "Bell Atlantic Company" means any one of, Bell Atlantic, all corporate subsidiaries or other companies
affiliated with Bell Atlantic, all companies in which Bell Atlantic directly or indirectly owns a substantial equity
interest, and their successors and assigns.
WHEREAS, Bell Atlantic and the Key Executive have previously entered into an Executive Retention Agreement
last amended March 14, 1997 (the "Retention Agreement") and an Employment Agreement dated as of August
14, 1997 (the "Prior Employment Agreement"); and
WHEREAS, Bell Atlantic and the Key Executive wish to supersede, in their entirety, the Retention Agreement
and Prior Employment Agreement;
NOW, THEREFORE, for good and valuable consideration, the Key Executive and Bell Atlantic hereby agree as
1. Term of Employment. The term of employment under this Agreement (the "Term of Employment") shall
commence on January 1, 1999 and end on December 31, 2003.
2. Obligations of the Bell Atlantic Companies. During the Term of Employment, the Bell Atlantic Companies shall
have the following obligations and duties and shall provide the following compensation to the Key Executive.
(a) Salary. Bell Atlantic shall employ the Key Executive as Chief Executive Officer and shall compensate the Key
Executive at a base salary of not less than $1,200,000 per year, subject to annual review by the Board of
Directors of Bell Atlantic (the "Board") in January, 2000 and each January thereafter during the Term of
(b) STIP. The Key Executive shall participate in the Bell
Atlantic Senior Management Short Term Incentive Plan or any successor to that plan ("STIP") and sh