THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1st day of June, 1998, by and
between Bell Atlantic Corporation, its successors and assigns ("Bell Atlantic"), and Frederic V. Salerno, Senior
Executive Vice President and Chief Financial Officer/Strategy and Business Development of Bell Atlantic (the
"Key Executive"). In this Agreement, "Bell Atlantic Companies" means all of, and "Bell Atlantic Company" means
any one of, Bell Atlantic, all corporate subsidiaries or other companies affiliated with Bell Atlantic, all companies
in which Bell Atlantic directly or indirectly owns a substantial equity interest, and their successors and assigns.
WHEREAS, Bell Atlantic and the Key Executive have previously entered into an Executive Retention and
Employment Agreement last amended January 27, 1997 (the "Prior Agreement"); and
WHEREAS, Bell Atlantic and the Key Executive wish to supersede, in its entirety, the Prior Agreement;
NOW, THEREFORE, for good and valuable consideration, the Key Executive and Bell Atlantic hereby agree as
1. Term of Employment. The term of employment under this Agreement (the "Term of Employment") shall
commence on June 1, 1998 and end on the third anniversary of such date.
2. Obligations of the Bell Atlantic Companies. During the Term of Employment, the Bell Atlantic Companies shall
have the following obligations and duties and shall provide the following compensation to the Key Executive.
(a) Salary. One or more Bell Atlantic Companies shall employ the Key Executive as an officer and senior
manager and shall compensate the Key Executive at a base salary of not less than his current base salary.
(b) STIP. The Key Executive shall participate in the Bell Atlantic
Senior Management Short Term Incentive Plan or any successor to that plan ("STIP") and shall be eligible each
year during the Term of Employment for a potential maximum award which shall not be less than the potential
maximum award he is eligible to