BELL ATLANTIC STOCK COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
Restated as of January 1, 1998,
to incorporate amendments adopted through December 31, 1997
1. NAME OF PLAN. The plan shall be known as the Bell Atlantic Stock Compensation Plan for Outside
Directors (and is referred to herein as the "Plan").
2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to encourage ownership of shares of the
Common Stock (the "Stock") of Bell Atlantic Corporation (the "Corporation"), and to further align the interests of
non- employee members of the boards of directors of Participating Companies with the interests of shareowners
of the Corporation.
3. EFFECTIVE DATE. The effective date of the Plan is July 1, 1991. The Plan was submitted to, and was
approved by, shareowners at the annual meeting of the Corporation in April 1991.
4. PARTICIPATING COMPANIES. As of January 1, 1998, the Corporation is the sole company participating
in the Plan.
5. ELIGIBLE PARTICIPANTS. Each member of the board of directors of a Participating Company who is, as
of the date of any award or grant hereunder, in active service as a director, but who is not then an employee of
the Corporation or any subsidiary of the Corporation (each, an "Outside Director"), shall be eligible to receive
remuneration under the Plan.
6. COMPENSATION IN STOCK AND OPTIONS
(a) Annual Grant or Award. On an annual basis, for each individual who is in active service as an Outside
Director of the Corporation as of the close of the regular January meeting of the Board of Directors of the
Corporation (the "Board"), each such Outside Director shall have a right to receive remuneration under both
Sections 6(a)(1) and 6(a)(2) of this Plan, as follows:
(1) Grant of Options. The annual remuneration provided under this Section 6(b)(1) of the Plan shall consist of a
grant of nonqualified stock options ("Options") which bestows on each such Outside Director a right to purchase
1,000 shares of Stock at an exercise price per Option equal