FIRST AMENDMENT TO
BELL ATLANTIC CORPORATION AND JAMES G. CULLEN
This First Amendment to the Employment Agreement between Bell Atlantic Corporation ("Bell Atlantic") and
James G. Cullen (the "Key Employee") dated May 2, 1995 (the "Employment Agreement") is made this 30th day
of June, 1996.
WHEREAS, pursuant to the terms of an Agreement and Plan of Merger, dated April 21, 1996 between Bell
Atlantic, NYNEX Corporation ("NYNEX") and Seaboard Merger Company, and any amendment or
restatement thereof (the "Definitive Agreement"), Bell Atlantic contemplates a corporate combination of the Bell
Atlantic and NYNEX businesses on a date which is yet to be decided (the "Closing Date"), and Bell Atlantic
contemplates that the achieving of the closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on achieving numerous approvals by
third parties, completing other conditions of closing, and developing of business integration plans, in addition to
the continuation of efforts to manage and grow the existing lines of Bell Atlantic's business; and
WHEREAS, Bell Atlantic acknowledges that the period from the date of this Agreement to the Closing Date is
likely to be a period of extraordinary transition; and
WHEREAS, Bell Atlantic wishes to provide additional financial security to the Key Employee, and to retain the
services of the Key Employee as Vice Chairman to the Closing Date.
NOW, THEREFORE, for good and valuable consideration, the Key Employee and Bell Atlantic hereby agree as
1. Stay Incentive.
(a) Stay Bonus at Closing. Subject to the terms and conditions of this
(1) if there is a Closing of the transactions contemplated in the Definitive Agreement, and
(2) if the Key Employee has remained an employee "in good standing" (as hereinafter defined) of one or more
Bell Atlantic Companies from the date of this Agreement to the Closin