THIS EMPLOYMENT AGREEMENT is made this 2nd day of May, 1995, by and between Bell Atlantic
Corporation ("Bell Atlantic") and James G. Cullen (the "Executive").
WHEREAS, Bell Atlantic seeks to retain the services of the Executive and to provide for an efficient transition
upon any change in the Chief Executive Officer of Bell Atlantic;
WHEREAS, the Executive is willing to remain in the employ of Bell Atlantic upon the following terms and
WHEREAS, Bell Atlantic and the Executive wish to set forth their agreement as to the terms and conditions upon
which the Executive's employment will continue.
NOW, THEREFORE, for good and valuable consideration, including the compensation and benefits recited
below, the Executive and Bell Atlantic hereby agree as follows:
(a) Effective Date shall mean the announced effective date of the election of any individual to succeed the person
who, on the date of this Agreement, is the incumbent Chief Executive Officer of Bell Atlantic.
(b) Bell Atlantic Companies shall mean Bell Atlantic and each corporate subsidiary and other affiliated company
in which Bell Atlantic directly or indirectly owns a fifty percent or greater interest.
(c) Board shall mean the board of directors of Bell Atlantic.
(d) Chief Executive Officer shall mean the Chief Executive Officer of Bell Atlantic, as elected and serving from
time to time.
(e) Committed Employment Period shall mean the period commencing on the date of this Agreement and
continuing until the earlier of the second anniversary of the Effective Date or July 1, 1998.
(f) Release shall mean a legal release in the form attached to this Agreement as Exhibit A, which shall be signed
by the Executive at the time of his retirement from Bell Atlantic as a condition of receiving any and all pension and
severance benefits provided under the terms of this Agreement.
2. Termination of this Agreement: In the event that the Executive is elected Chief Executive