AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of the 27th day of
October, 1998, by and between Bell Atlantic Corporation, its successors and assigns ("Bell Atlantic"), and
___________., ___________ of Bell Atlantic (the "Key Executive").
WHEREAS, Bell Atlantic and the Key Executive have entered into an Employment Agreement dated as of June
1, 1998 (the "Agreement");
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger, dated as of July 27, 1998, among Bell
Atlantic, GTE Corporation ("GTE") and Beta Gamma Corporation (the "Definitive Agreement"), Bell Atlantic
contemplates a merger of the Bell Atlantic and GTE businesses (the "Merger") on a date which is yet to be
decided (the "Closing Date");
WHEREAS, Bell Atlantic considers the Key Executive to be an employee whose continuing services, leadership
and support are and will be valuable, especially during the period prior to the Closing Date; and
WHEREAS, Bell Atlantic wishes to amend the Agreement to provide an additional incentive for the Key
Executive to remain an Employee in Good Standing during the period prior to the Closing Date;
NOW, THEREFORE, for good and valuable consideration, Bell Atlantic and the Key Executive hereby agree as
1. Certain Definitions. Terms which are defined in the Agreement shall have the same meaning in this Amendment.
2. Stay Bonus.
(a) Closing of Merger. If the Merger occurs pursuant to the Definitive Agreement, and if the Key Executive has
remained an Employee in Good Standing of a Bell Atlantic Company from the date of this Amendment to the
Closing Date, then, not later than 30 calendar days following the Closing Date, Bell Atlantic shall cause the Bell
Atlantic Company which then employs the Key Executive to pay the Key Executive a special bonus (a "Stay
Bonus") consisting of a single cash payment in an amount equal (before withholding of taxes) to 1.5 multiplied by
the sum, as of the Closing D