1985 INCENTIVE STOCK OPTION PLAN
Re-adopted by the Committee on January 24, 1994 and March 23, 1999 Re-approved by Shareholders of the
Company on April 29, 1994 and May 19, 1999
Restated as of June 1, 1999, to incorporate amendments adopted through May 31,1999
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 422(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) In General. The Plan shall be administered by the Human Resources Committee of the Company's Board of
Directors (the "Committee") and the Plan Administrator (as hereafter defined). The Committee may delegate
some or all of its administrative responsibility under the Plan to one or more persons.
(b) Plan Administrator. The Executive Vice President - Human Resources of the Company 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 do the following: to distribute summary
descriptions of the Plan; to enter into stock option Agreements (as hereafter defined) on behalf of the Company;
to establish, modify and revoke, from time to time, terms, conditions and administrative rules applicable to
options which are consistent with the terms and conditions established by the Committee pursuant to paragraph 2
(c); to maintain rec