BELL ATLANTIC RETIREMENT PLAN
FOR OUTSIDE DIRECTORS
Restated as of January 1, 1996
to incorporate amendments through December 31, 1995
Article 1: INTRODUCTION
This Plan is maintained by Bell Atlantic Corporation and its Operating Telephone Companies for the benefit of
Outside Directors (and their Beneficiaries) who are, or have been, members of the Bell Atlantic Board or an
Operating Telephone Company Board (each, a "Participating Board"), and who retire from (or otherwise cease
to serve as a director on) a Participating Board at any time on or after January 1, 1987. The Plan shall be
maintained according to the terms of this document, as it may be amended from time to time.
This Plan represents the merger of eight plans which were formerly maintained separately by Bell Atlantic
Corporation and the seven Operating Telephone Companies. The merger of the Plan is not intended to alter the
authority of each Participating Board to determine independently the level of directors' fees and other
compensation and perquisites for its Outside Directors.
Article 2: DEFINITIONS
2.1 DEFINITIONS. When used in this document, the following words and phrases shall have the meaning
assigned to them, unless the context clearly indicates otherwise:
(a) AFFILIATED COMPANY means Bell Atlantic and any direct or indirect subsidiary of Bell Atlantic.
(b) BELL ATLANTIC means Bell Atlantic Corporation, a Delaware corporation, which maintains its principal
offices in Philadelphia, Pennsylvania.
(c) BELL ATLANTIC BOARD means the board of directors of Bell Atlantic.
(d) BENEFICIARY means the person or persons, natural or otherwise, designated by an Outside Director under
Section 4.2 to receive any death benefit payable under Section 4.1.
(e) OPERATING TELEPHONE COMPANY means, with reference to any time period before or after
divestiture, any of the following companies:
. Bell Atlantic - Delaware, Inc.;
. Bell Atlantic - Maryland, Inc.;
. Bell Atlantic - New Jersey, Inc.;
. Bell Atlanti