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 James R. Young, the
Executive Vice President and General Counsel 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 Employment Agreement dated
July 23, 1996 (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 as General Counsel of Bell Atlantic, and shall compensate the Key Executive at a base salary of (i)
not less than his current base salary for the period June 1, 1998 through August 13, 1998, and (ii) not less than
$475,000 per year (pro-rated for August 14, 1998 through December 31, 1998) for the remainder of his Term
(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