1985 INCENTIVE STOCK OPTION PLAN
Restated as of July 1, 1996, to incorporate amendments adopted through June 30, 1996
Section 1. Purpose. The Bell Atlantic 1985 Incentive Stock Option Plan (the "Plan") is intended to provide key
employees of Bell Atlantic Corporation (the "Company") and its subsidiaries an opportunity to acquire common
stock of the Company. The Plan is expected to help the Company and its subsidiaries attract, retain, and
motivate key employees to work for the success of the Company and its subsidiaries. With the exception of
options granted under section 6 of the Plan, options granted under the Plan are intended to be incentive stock
options as defined in section 422A(b) of the Internal Revenue of 1986 (the "Code"). Options granted under
section 6 of the Plan are intended to be nonqualified stock options.
Section 2. Administration.
(a) Human Resources Committee. The Plan shall be administered by the Human Resources Committee of the
Company's Board of Directors (the "Committee"). The Committee may delegate some or all of its administrative
responsibility under the Plan to one or more persons.
(b) Administration. The Vice President - Executive Compensation and Benefits of Bell Atlantic Network
Services, Inc. shall have the authority and responsibility to act as "Plan Administrator" (as that term is used in this
Plan), including, without limitation, the authority and responsibility, with the advice of counsel, to distribute
summary descriptions of the Plan, to enter into stock option agreements with optionees on behalf of the
Company, to maintain records of options granted and outstanding, and to administer transactions in connection
with the exercise of options by optionees. The Plan Administrator, with the advice of counsel, shall have the
authority to cause any outstanding incentive stock options to be recharacterized as nonqualified stock options if
and when so required in order to comply with the requirements of applicable law. Moreover, t