BELL ATLANTIC CORP
AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10.txt
<DESCRIPTION>AGREEMENT
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 10


                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"),
effective as of the 1st day of January, 1999, and amended and restated as of the
30th day of June, 2000, is made by and between Bell Atlantic Corporation, its
successors and assigns ("Bell Atlantic"), and Ivan G. Seidenberg, Chief
Executive Officer 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 previously entered into an
Executive Retention Agreement, last amended March 14, 1997 (the "Retention
Agreement") and an Employment Agreement, dated as of August 14, 1997 (the "Prior
Employment Agreement"); and

         WHEREAS, Bell Atlantic and the Key Executive subsequently entered into
an Employment Agreement, dated as of January 1, 1999 (the "Employment
Agreement"), which superseded the Retention Agreement and Prior Employment
Agreement; and

         WHEREAS, Bell Atlantic and GTE Corporation ("GTE") have agreed to merge
their businesses (the "Merger") pursuant to the terms of an Agreement and Plan
of Merger dated as of July 27, 1998, among Bell Atlantic, GTE, and Beta Gamma
Corporation (the "Definitive Agreement"); and

         WHEREAS, in contemplation of the closing of the Merger, Bell Atlantic
and the Key Executive now wish to amend the Employment Agreement to describe the
Key Executive's position and duties in the post-Merger period and to implement
the terms of succession provided for in Section 7.10 of the Definitive
Agreement;

         NOW, THEREFORE, for good and valuable consideration, the Key Executive
and Bell Atlantic hereby agree as follows:

         1. TERM OF EMPLOYMENT. The term of employment under this Agreement (the
"Term of Employment") shall commence on January 1, 1999 and end on June 30,
2004. The Term of Employment shall consist of a "Pre-Merger Period", an "Initial
Post-Merger Period", and a "Secondary Post-Merger Period". The Pre-Merger Period
shall begin on January 1, 1999 and shall end on the closing date of the Merger.
The Initial Post-Merger period shall begin on the closing date of the Merger and
shall end on the earlier of (i) June 30, 2002, or (ii) the date that Charles R.
Lee ceases to be Co-Chief Executive Officer of the Company for any reason. The
Secondary Post-Merger Period shall begin at the end of the Initial Post-Merger
period and shall end on June 30, 2004.

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         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. Bell Atlantic shall compensate the Key Executive
         at a base salary of not less than $1,200,000 per year, subject to
         annual review by the Board of Directors of Bell Atlantic (the "Board")
         in January, 2000 and each January thereafter during the Term of
         Employment.

                  (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 for a potential maximum
         award which, for each performance year during the Term of Employment,
         shall be equal to or greater than 2.25 multiplied by the Key
         Executive's base salary in effect on January 1 of each such year.

                  (c) STOCK OPTIONS. The Key Executive shall participate in the
         Bell Atlantic 1985 Incentive Stock Option Plan or any successor to that
         plan (the "Stock Option Plan") and shall receive an annual grant of
         options thereunder with a value equal to or greater than 2.5 multiplied
         by the Key Executive's base salary in effect on the date of grant.

                  (d) VACATION. The Key Executive shall have the same holidays
         per calendar year recognized by Bell Atlantic for its management
         employees and shall have an aggregate of 4 management personal days and
         5 weeks vacation per calendar year, provided that such management
         personal days and vacation days shall be scheduled with due regard to
         the needs of the business.

                  (e) CORPORATE AIRCRAFT. The Key Executive and his immediate
         family shall use Bell Atlantic corporate aircraft for all business and
         personal travel, except that the Key Executive may use commercial
         aircraft where use of corporate aircraft is not practical. The Key
         Executive shall be responsible for the payment of taxes on imputed
         income attributable to personal use of corporate aircraft, except that,
         whenever the Key Executive uses corporate aircraft for business
         purposes and is accompanied by an immediate family member whose use of
         corporate aircraft results in the imputation of income to the Key
         Executive, the Company shall pay the Key Executive additional cash
         compensation in an amount sufficient to allow the Key Executive to pay
         taxes on (i) such additional compensation, plus (ii) the income imputed
         to the Key Executive because of such family member's use of corporate
         aircraft.

                  (f) OTHER BENEFIT PLANS. To the extent not otherwise modified
         by the terms of this Agreement, the Key Executive shall be eligible to
         participate in all of the benefit and compensation plans, and the
         programs or perquisites, applicable to senior managers of Bell
         Atlantic, as those plans and programs may be amended, supplemented,
         replaced or terminated from time to time.

                  (g) CORPORATE HEADQUARTERS. Bell Atlantic's headquarters shall
         be located in New York City, and the Key Executive's services shall be
         rendered primarily at that location.


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         3. POSITIONS, DUTIES AND OBLIGATIONS OF THE KEY EXECUTIVE. During the
Term of Employment, the Key Executive shall have the following positions,
duties, and obligations.

                  (a) POSITION AND DUTIES AS OFFICER. During the Pre-Merger
         Period, the Key Executive shall serve as sole Chief Executive Officer
         of the Company. During the Initial Post-Merger Period, the Key
         Executive shall serve as President of the Company and, together with
         Charles R. Lee, as one of two-Co-Chief Executive Officers of the
         Company. During the Secondary Post-Merger Period, the Key Executive
         shall serve as sole Chief Executive Officer of the Company. During each
         such period, the Key Executive shall report solely to the Board, with
         such duties and responsibilities as are customarily assigned to his
         position, and such other duties and responsibilities not inconsistent
         therewith as may from time to time be assigned to him by the Board.
         During the Initial Post-Merger Period, the principal executive officers
         of Bell Atlantic shall report jointly to the Key Executive and Mr. Lee,
         in their capacity as Co-Chief Executive Officers, and during the
         Secondary Post-Merger Period, such executive officers shall report
         solely to the Key Executive, in his capacity as sole Chief Executive
         Officer.

                  (b) BOARD OF DIRECTORS. The Key Executive shall be nominated
         for election to the Board at each annual meeting of shareowners which
         occurs prior to the end of the Term of Employment. The Key Executive
         shall serve as Chairman of the Board during the Pre-Merger Period, and
         shall resign from such position on the closing date of the Merger so
         that Charles R. Lee may become Chairman of the Board (as provided in
         Section 7.10 of the Definitive Agreement). The Key Executive shall
         again become Chairman of the Board on the earlier of (i) June 30, 2004,
         or (ii) the date Mr. Lee ceases to be Chairman of the Board for any
         reason, and thereafter the Key Executive shall serve as Chairman of the
         Board throughout the remaining Term of Employment.

                  (c) ENTIRE BUSINESS EFFORTS. The Key Executive shall fully and
         faithfully perform the duties and responsibilities described in
         Sections (a) and (b) of this Agreement, shall diligently devote his
         entire business skill, time and effort to the affairs of the Bell
         Atlantic Companies in accordance with the duties assigned to him, and
         shall perform all such duties, and otherwise conduct himself, in a
         manner reasonably calculated in good faith by him to promote the best
         interests of the Bell Atlantic Companies. Prior to the Key Executive's
         termination of employment, except to the extent specifically permitted
         by the Board, and except for memberships on boards of directors which
         the Key Executive held on January 1, 1999, the Key Executive shall not,
         directly or indirectly, render any services of a business, commercial
         or professional nature to any other person or organization other than a
         Bell Atlantic Company or a venture in which a Bell Atlantic Company has
         a financial interest, whether or not the services are rendered for
         compensation.

         4. POTENTIAL INTERIM AMOUNT. Effective January 1, 1999, Bell Atlantic
shall credit $3,224,483 to the Company Contribution sub-account contained within
the Key Executive's account under the Bell Atlantic Income Deferral Plan
("IDP"). This credit shall be allocated in full to the Bell Atlantic Shares Fund
maintained under the IDP. The Key Executive shall have the right to change this
allocation from the Bell Atlantic Shares Fund to any other permitted investment
option in accordance with the terms of the IDP. The parties acknowledge that
such credit is in complete satisfaction of and will fully discharge any right or
entitlement that the Key Executive may have, now or in the future, to a
Potential Interim Amount ("PIA") under the IDP or under any other benefit plan
maintained by any Bell Atlantic Company.


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         5.       RETENTION AGREEMENT PAYMENTS.

                  (a) RETENTION AWARD. Effective January 1, 1999, the Key
         Executive will forfeit any right or entitlement that he may have, now
         or in the future, to the Retention Award provided for in Section 3(e)
         of the Retention Agreement. In lieu thereof, Bell Atlantic shall credit
         the Key Executive's account under the IDP with the number of Bell
         Atlantic shares comprising, as of January 1, 1999, the Retention Award.
         This credit valued as $1,016,636 shall be allocated in full to the Bell
         Atlantic Shares Fund maintained under the IDP, provided that the Key
         Executive shall have the right to change this allocation from the Bell
         Atlantic Shares Fund to any other permitted investment option in
         accordance with the terms of the IDP.

                  (b) SEVERANCE. Effective January 1, 1999, Bell Atlantic shall
         credit the Key Executive's account under the IDP with the value of the
         Severance Payment, including the Global Balanced Fund Account, provided
         for in Section 3(h) of the Retention Agreement. Such value shall be
         determined in accordance with the provisions of the Retention
         Agreement, except that the value shall be determined as of December 31,
         1998. This credit shall be allocated to the following investment funds
         maintained under the IDP: a) $136,146 of the Severance Payment shall be
         credited to the Bell Atlantic Shares Fund; and b) the balance of the
         Severance Payment in the amount of $4,377,290 shall be credited to the
         Government Money Market Fund. The Key Executive shall have the right to
         change these allocations to any other permitted investment option in
         accordance with the terms of the IDP. The parties acknowledge that
         these credits to the IDP shall be in complete satisfaction of, and will
         fully discharge, any right or entitlement that the Key Executive may
         have, now or in the future, to the Severance Payment.

         6.       SPECIAL INCENTIVE.

                  (a) INCENTIVE ACCOUNTS. Bell Atlantic shall establish three
         sub-accounts within the Key Executive's account under the IDP. These
         sub-accounts shall consist of the 2001 Account, the 2002 Account and
         the 2003 Account (together, the "Incentive Accounts").

                  (b) CREDIT. Effective January 1, 1999, Bell Atlantic shall
         credit $6,000,000 to the 2001 Account, $2,000,000 to the 2002 Account,
         and $2,000,000 to the 2003 Account. These credits shall be allocated to
         the Global Balanced Fund maintained under the IDP, and shall continue
         to be allocated to such Fund until the credits vest as provided in
         Section 6(c) of this Agreement. The credits, plus any earnings or
         losses, shall constitute the "Incentive Awards". The Key Executive
         shall have no right or entitlement to these Awards unless, and only to
         the extent that, rights to these Awards vest under Section 6(c) of this
         Agreement.

                  (c) VESTING. Provided the Key Executive is an "employee in
         good standing" (as hereinafter defined) on the respective vesting dates
         described in clauses (i) through (iii), the Key Executive's rights
         under the IDP to the Incentive Awards shall vest as follows:


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                           (i) 2001 Account: if "adjusted earnings per share"
                  (or "AEPS"), as hereinafter defined, for Bell Atlantic for the
                  fiscal year ending December 31, 2001 are less than 121.0% of
                  the AEPS for the fiscal year ending December 31, 1998 (the
                  "1998 Base Year"), the Key Executive shall forfeit any right
                  or entitlement to the Incentive Award in the 2001 Account; if
                  such earnings are equal to 121.0% of the 1998 Base Year AEPS,
                  the Key Executive's rights to 70% of such Incentive Award
                  shall vest as of December 31, 2001; if such earnings are equal
                  to or greater than 136.0% of the 1998 Base Year AEPS, the Key
                  Executive's rights to 130% of such Incentive Award shall vest
                  as of December 31, 2001; and, if such earnings are between
                  121.0% and 136.0% of the 1998 Base Year AEPS, the Key
                  Executive's rights to a pro rated amount of between 70% to
                  130% of such Incentive Award shall vest as of December 31,
                  2001;

                           (ii) 2002 Account: if AEPS for Bell Atlantic for the
                  fiscal year ending December 31, 2002 are less than 107.0% of
                  the AEPS for the fiscal year ending December 31,2001 (the
                  "2001 Base Year"), the Key Executive shall forfeit any right
                  or entitlement to the Incentive Award in the 2002 Account; if
                  such earnings are equal to 107.0% of the 2001 Base Year AEPS,
                  the Key Executive's rights to 70% of such Incentive Award
                  shall vest as of December 31, 2002; if such earnings are equal
                  to or greater than 112.0% of the 2001 Base Year AEPS, the Key
                  Executive's rights to 130% of such Retention Award shall vest
                  as of December 31, 2002; and, if such earnings are between
                  107.0% and 112.0% of the 2001 Base Year AEPS, the Key
                  Executive's rights to a pro rated amount of between 70% and
                  130% of such Incentive Award shall vest as of December 31,
                  2002; and

                           (iii) 2003 Account: if AEPS for Bell Atlantic for the
                  fiscal year ending December 31, 2003 are less than 107.0% of
                  the AEPS for the fiscal year ending December 31, 2002 (the
                  "2002 Base Year"), the Key Executive shall forfeit any right
                  or entitlement to the Incentive Award in the 2003 Account; if
                  such earnings are equal to 107.0% of the 2002 Base Year AEPS,
                  the Key Executive's rights to 70% of such Incentive Award
                  shall vest as of December 31, 2003; if such earnings are equal
                  to or greater than 112.0% of the 2002 Base Year AEPS, the Key
                  Executive's rights to 130% of such Incentive Award shall vest
                  as of December 31, 2003; and, if such earnings are between
                  107.0% and 112.0% of the 2002 Base Year AEPS, the Key
                  Executive's rights to a pro rated amount of between 70% and
                  130% of such Incentive Award shall vest as of December 31,
                  2003.

                  (d) ADJUSTED EARNINGS PER SHARE AND EARNINGS TARGETS.
         "Adjusted earnings per share" for any year shall be the earnings per
         share of Bell Atlantic adjusted, in the discretion of the Board, to
         eliminate or modify any extraordinary, non-reoccurring, one-time or
         other such items necessary to more appropriately reflect the ongoing
         results of the Bell Atlantic businesses. In addition, the Board, in its
         discretion, may modify or change the earnings targets set forth in
         Section 6(c) of this Agreement to take into account acquisitions,
         mergers, dispositions, reorganizations, changes in capital structure,
         or other such events.

                  (e) DEFINITION OF EMPLOYEE IN GOOD STANDING. For purposes of
         this Agreement, the Key Executive will be considered to be an "employee
         in good standing"


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         on a given date if, on or before that date, the Key Executive has not
         terminated employment for any reason (other than "constructive
         discharge" as defined in Section 8(d) of this Agreement), has not
         tendered oral or written notice of intent to resign or retire effective
         as of a date on or before the given date (other than pursuant to a
         "constructive discharge"), and has not behaved in a manner that would
         be grounds for discharge with "cause" as defined in Section 8(b) of
         this Agreement.

         7.       STAY BONUS.

                  (a) CLOSING OF MERGER. If the Merger occurs pursuant to the
         terms of the Definitive Agreement, and if the Key Executive has
         remained an Employee in Good Standing of a Bell Atlantic Company from
         January 1, 1999 to the closing date of the Merger (the "Closing Date"),
         then, not later than 30 calendar days following the Closing Date, Bell
         Atlantic shall pay the Key Executive a special bonus (a "Stay Bonus")
         consisting of a single cash payment in an amount equal (before
         withholding of taxes) to 1.5 multiplied by the sum, as of the Closing
         Date, of (i) the Key Executive's annual rate of base salary, and (ii)
         50% of the Key Executive's maximum short-term incentive under the STIP.

                  (b) BUSINESS DISCRETION OF BELL ATLANTIC/TERMINATION OF MERGER
         PLAN. Nothing in this Agreement is intended to limit the discretion of
         any Bell Atlantic Company to take any action with regard to the Merger
         which Bell Atlantic may consider appropriate, including, without
         limitation, postponing the Closing Date or terminating the Definitive
         Agreement. If the Definitive Agreement is terminated without the Merger
         occurring, the Key Executive shall have no right to receive the Stay
         Bonus or any portion of such bonus.


         8.       TERMINATIONS OF EMPLOYMENT.

                  (a) VOLUNTARY RESIGNATION, RETIREMENT, OR DISCHARGE FOR CAUSE.
         In the event that, prior to the end of the Term of Employment, the Key
         Executive voluntarily resigns or retires for any reason (except a
         "constructive discharge"), or is discharged by Bell Atlantic for
         "cause", the Key Executive shall forfeit any and all rights to receive
         the compensation and benefits set forth in Sections 2, 6 and 7 of this
         Agreement which as of the relevant date have not yet been earned under
         this Agreement, but shall otherwise be eligible to receive any and all
         compensation and benefits for which a senior manager would be eligible
         under the applicable provisions of the compensation and benefit plans
         in which he is then eligible to participate, as those plans may be
         amended from time to time.

                  (b) CAUSE. For purposes of this Agreement, the term "cause"
         shall mean (i) grossly incompetent performance or substantial or
         continuing inattention to or neglect of the duties and responsibilities
         assigned to the Key Executive; fraud, misappropriation or embezzlement
         involving any Bell Atlantic Company; or a material breach of the
         Employee Code of Business Conduct or Paragraphs 10 (Non-Compete/No
         Solicitation), 11 (Return of Property; Intellectual Property Rights) or
         12 (Proprietary and Confidential Information) of this Agreement; each
         of the foregoing as determined in the reasonable discretion and
         judgment of the Board, or (ii) commission of any felony of which the
         Key Executive is finally adjudged guilty in a court of competent
         jurisdiction. In the event that Bell Atlantic terminates the employment
         of the Key Executive for Cause, it will state in


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         writing the grounds for such termination and provide this statement to
         the Key Executive within 10 business days after the date of
         termination.

                  (c) INVOLUNTARY TERMINATIONS. Except in the case of a
         discharge for cause, in the event that Bell Atlantic discharges the Key
         Executive, or the Key Executive is "constructively discharged", prior
         to the end of the Term of Employment, then the Key Executive shall be
         entitled to receive, as liquidated damages, subject to signing and
         delivering the Release (attached as Exhibit A), the following payments,
         credits and benefits in lieu of any payment, credit or benefit
         otherwise provided in Sections 2, 6 and 7 of this Agreement, provided
         that each payment, credit and benefit shall be contingent upon the
         absence, at the time such payment, credit or benefit is due, of any act
         that would constitute a material breach of this Agreement:

                           (i) Salary: through the Term of Employment, on a
                  monthly basis, an amount equal to the monthly salary which
                  would have been paid to the Key Executive under Section 2 of
                  this Agreement, assuming that his annual rate of salary would
                  have been increased each January 1 by the greater of (A) 5%,
                  or (B) the general percentage increase, if any, approved by
                  the Human Resources Committee ("HRC") of the Board for
                  comparable positions in the senior management group based on
                  the HRC's review of market-median values for such comparable
                  positions;

                           (ii) Short-Term Incentives: through the Term of
                  Employment, on an annual basis, not later than 30 days after
                  the date on which incentives are awarded by Bell Atlantic
                  under the STIP for the prior year's performance, an amount
                  equal to the value of the potential maximum award which the
                  Key Executive would have been entitled to receive under the
                  STIP based on the maximum STIP award for comparable positions
                  in the senior management group, without adjustment for
                  individual performance;

                           (iii) Special Incentive: if the separation from
                  service occurs prior to December 31, 2001, vested rights under
                  the IDP to 100% of the Incentive Awards in each of the
                  Incentive Accounts; if the separation from service occurs
                  after December 31, 2001 but before December 31, 2002, vested
                  rights under the IDP to 100% of the Retention Awards in the
                  2002 and 2003 Incentive Accounts; and, if the separation from
                  service occurs after December 31, 2002, vested rights under
                  the IDP to 100% of the Incentive Award in the 2003 Incentive
                  Account;

                           (iv) Stock Options: through the Term of Employment,
                  on an annual basis, within 30 days of the granting of stock
                  options for the year to senior managers, an amount equal to
                  2.5 multiplied by the annual salary amount determined in
                  accordance with clause (i) above; provided further, with
                  respect to any and all Bell Atlantic stock options which are
                  outstanding on the date of the Key Executive's separation from
                  service, the Key Executive shall be deemed, for purposes of
                  determining the duration of the Key Executive's right to
                  exercise any and all such stock options, to have remained in
                  active service with Bell Atlantic continuously through the
                  Term of Employment, and then to have separated from service
                  with whatever rights would then be applicable to a holder of
                  such options under the Stock Option Plan;


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                           (v) IDP Benefits: through the Term of Employment,
                  company credits to the Company Contribution sub-account
                  contained within the Key Executive's account under the IDP to
                  the fullest extent provided, and at the same time such amounts
                  would have been credited, as if the Key Executive had remained
                  actively employed until the end of the Term of Employment and
                  received the salary and maximum STIP awards determined in
                  accordance with clauses (i) and (ii) above; provided further,
                  that Bell Atlantic shall also credit to such IDP sub-account
                  an amount each year equal to the sum of (A) the amount which
                  the Key Executive would otherwise have been eligible to
                  receive as company matching contributions under the Bell
                  Atlantic Savings Plan or any successor to that plan (if he had
                  fully participated in contributions to that plan) and (B) the
                  pay credits which the Key Executive would otherwise have been
                  eligible to receive under the Bell Atlantic Cash Balance Plan
                  or any successor to that plan;

                           (vi) Split- Dollar Benefits: regardless of whether
                  the Key Executive is retirement eligible at the time of his
                  separation from service, split-dollar life insurance benefits
                  applicable to a retiring participating senior manager, under
                  the terms of the Bell Atlantic Senior Management Estate
                  Management Program;

                           (vii) Flexible Perquisites: through the Term of
                  Employment, on a monthly basis, $3,000 in lieu of the Flexible
                  Perquisites Account allowance that the Key Executive would
                  have been entitled to receive;

                           (viii) Stay Bonus: if the Merger subsequently occurs
                  pursuant to the Definitive Agreement, a single cash payment,
                  not later than 30 days after the Closing Date of the Merger,
                  which shall be equal (before withholding of taxes) to the Stay
                  Bonus which would otherwise have become payable under Section
                  7(a) of this Agreement, provided that the date of separation
                  from service shall be substituted for the Closing Date for
                  purposes of calculating the dollar amount of such payment; and

                           (ix) Other: accommodations for travel, office support
                  and facilities, executive assistance and other perquisites as
                  provided previous retiring Chairmen;

         provided, however, that if Bell Atlantic should discharge the Key
         Executive without cause after June 30, 2001, or the Key Executive
         should be constructively discharged after such date, the Term of
         Employment, for purposes of calculating liquidated damages under this
         Section 8(c), shall end on the third-year anniversary of the date of
         the Key Executive's discharge or constructive discharge; and, provided
         further, that if the Key Executive should be discharged without cause
         or constructively discharged at any time, the liquidated damages
         provided for in clauses (i) through (ix) above shall be supplemented by
         an amount equal to the excess, if any, of (i) the remuneration earned
         by the Chairman and Chief Executive Officer of the Company from the
         date of the Key Executive's discharge through the remaining Term of
         Employment, over (ii) the liquidated damages provided for in clauses
         (i) through (ix) above.

                  (d) CONSTRUCTIVE DISCHARGE. The Key Executive shall be deemed
         to have been "constructively discharged" for purposes of this Agreement
         if the Key Executive is


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         an Employee in Good Standing and he terminates his employment for any
         of the following reasons: Bell Atlantic (or the Key Executive's
         employing company) has materially breached this Agreement; the Key
         Executive's responsibilities, as described in Section 3(a) hereof, have
         been significantly reduced in type or scope; there has been a
         significant adverse change in the Key Executive's reporting
         relationship, as described in Section 3(a) hereof; there has been a
         significant adverse change in the Key Executive's relative compensation
         (including a negative individual performance adjustment which causes
         the Key Executive's STIP award for a particular year to be reduced by
         10% or more); the Company requires that the Key Executive's services be
         rendered primarily at a location or locations other than that provided
         in Section 2(g) of this Agreement; during the Pre-Merger Period, the
         Key Executive is removed from the position of Chairman of the Board of
         the Company (provided that the Key Executive's resignation from that
         position upon the closing of the Merger, as provided in Section 3(b)
         hereof, shall not constitute grounds for constructive discharge); at
         the end of the Initial Post-Merger Period, the Key Executive is not
         appointed sole Chief-Executive Officer of the Company; on the date
         provided in Section 3(b) of this Agreement, the Key Executive does not
         succeed Charles R. Lee as Chairman of the Board; following his
         appointment as Chairman of the Board, the Key Executive is removed from
         such position; or there has been a "change of control" of Bell
         Atlantic. For purposes of this Agreement, a "change of control" of Bell
         Atlantic shall mean that any of the following events or circumstances
         has occurred:

                           (i) any "Person" (as such term is used in sections
                  13(d) and 14(d)(2) of the Securities Exchange Act of 1934)
                  becomes a beneficial owner, directly or indirectly, of shares
                  of one or more classes of stock of Bell Atlantic representing
                  20% or more of the total voting power of Bell Atlantic's then
                  outstanding voting stock, provided, however, that if such
                  beneficial ownership is acquired in a transaction that has
                  been negotiated and approved by the Board, such acquisition of
                  beneficial ownership shall not be treated as a change of
                  control of Bell Atlantic for purpose of this Agreement;

                           (ii) a tender offer (for which a filing has been or
                  is required to be made with the Securities and Exchange
                  Commission under section 14(d) of the Securities Exchange Act
                  of 1934) is made for the stock of Bell Atlantic, and the
                  Person making the offer owns or has accepted for payment
                  shares of one or more classes of Bell Atlantic stock which
                  represent, when combined with any shares otherwise acquired
                  and owned by such Person, 20% or more of the total voting
                  power of Bell Atlantic's then outstanding stock, provided,
                  however, that if such tender offer has been negotiated and
                  approved by the Board, such tender offer and stock acquisition
                  shall not be treated as a change of control of Bell Atlantic
                  for purposes of this Agreement; or

                           (iii) there ceases to be a majority of the Board
                  comprised of individuals who either (A) have been members of
                  the Board continuously for a period of not less than two
                  years, or (B) are new directors whose election by the Board or
                  nomination for election by shareowners of Bell Atlantic was
                  approved by a vote of at least two-thirds of the directors
                  then in office who either were directors described in clause
                  (A) hereof or whose election or nomination for election was
                  previously so approved.


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                  (e) DISABILITY OR DEATH. If, during the Term of Employment at
         a time when the Key Executive is an Employee in Good Standing, the Key
         Executive terminates employment on account of disability (within the
         meaning of the applicable disability benefit plans in which the Key
         Executive participates from time to time) or dies, and provided Bell
         Atlantic receives a Release in the form of Exhibit A from the Key
         Executive (in the case of disability) or from his estate (in the case
         of death), then Bell Atlantic shall pay to the Key Executive (in the
         case of disability) or pay to the Key Executive's estate (in the case
         of death) the amounts determined as if, at the date of termination of
         employment on account of disability or death, the Key Executive had
         been terminated without cause under Section 8(c) of this Agreement;
         provided, however, that, regardless of the date of death or disability,
         the Term of Employment shall end on June 30, 2004 for purposes of
         calculating the amount due the Key Executive or his estate pursuant to
         this Section 8(e); provided further, that in lieu of the amount
         described in Section 8(c)(viii) of this Agreement (the "Stay Bonus
         Amount"), the Key Executive (or his estate) shall receive the Stay
         Bonus Amount multiplied by the following fraction: the numerator shall
         be the number of days that have elapsed between the date of this
         Agreement and the date of the Key Executive's death or disability, and
         the denominator shall be the number of days that have elapsed between
         the date of this Agreement and the Closing Date of the Merger; and,
         provided finally, that in the case of a termination of employment on
         account of disability, the amounts paid pursuant to Sections 8(c)(i)
         and (ii) of this Agreement shall reduce dollar for dollar the
         disability benefits which would otherwise be payable to the Key
         Executive during the remainder of the Term of Employment under the
         various disability benefit plans in which he participates.

                  (f) BOARD APPROVAL OF CERTAIN ACTIONS. Notwithstanding any
         other provision of this Agreement, prior to July 1, 2002, the Key
         Executive's employment as Co-Chief Executive Officer or sole Chief
         Executive Officer, as the case may be, may not be terminated by Bell
         Atlantic, either for cause or without cause, unless such action is
         approved by affirmative vote of at least three-quarters of the entire
         membership of the Board. In addition, if the Key Executive has been
         appointed Chairman of the Board prior to July 1, 2002, he may not be
         removed from such position prior to that date unless such action is
         approved by affirmative vote of at least three-quarters of the entire
         membership of the Board.

         9. PAYMENTS SUBJECT TO EXCISE TAX. In the event that it shall be
determined, in the manner described in Exhibit B, that any payment or
distribution by any Bell Atlantic Company to or for the benefit of the Key
Executive, whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Bell
Atlantic shall pay the Key Executive an additional amount, determined in
accordance with and subject to the provisions of Exhibit B, to compensate the
Key Executive for his excise tax cost.

         10. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.

                  (a) PROHIBITED CONDUCT BY THE KEY EXECUTIVE. During the period
         of the Key Executive's employment with any Bell Atlantic Company, and
         for a period of 24 months following the Key Executive's termination of
         employment for any reason from all Bell Atlantic Companies, the Key
         Executive, without the prior written consent of the Board, shall not:


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Employment Agreement                Page 10                   Ivan G. Seidenberg


<PAGE>   11


                           (i) personally engage in "Competitive Activities" (as
                  defined in Section 9(b) of this Agreement); or

                           (ii) work for, own, manage, operate, control or
                  participate in the ownership, management, operation or control
                  of, or provide consulting or advisory services to, any
                  individual, partnership, firm, corporation or institution
                  engaged in Competitive Activities, or any company or person
                  affiliated with such person or entity engaged in Competitive
                  Activities; provided, however, that the Key Executive's
                  purchase or holding, for investment purposes, of securities of
                  a publicly-traded company shall not constitute "ownership" or
                  "participation in ownership" for purposes of this paragraph so
                  long as the Key Executive's equity interest in any such
                  company is less than a controlling interest.

                  (b) COMPETITIVE ACTIVITIES. For purposes of this Agreement,
         "Competitive Activities" means business activities relating to products
         or services of the same or similar type as the products or services
         which (i) are sold (or, pursuant to an existing business plan, will be
         sold) to paying customers of one or more Bell Atlantic Companies, and
         (ii) for which the Key Executive then has responsibility to plan,
         develop, manage, market or oversee, or had any such responsibility
         within the prior 24 months. Notwithstanding the previous sentence, a
         business activity will not be treated as a Competitive Activity if the
         geographic marketing area of the relevant products or services sold by
         the Key Executive or a third party does not overlap with the geographic
         marketing area for the applicable products and services of the Bell
         Atlantic Companies.

                  (c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During the
         period of the Key Executive's employment with any Bell Atlantic
         Company, and for a period of 24 months following the Key Executive's
         termination of employment for any reason from all Bell Atlantic
         Companies, the Key Executive shall not, without the consent of the
         Board:

                           (i) recruit or solicit any active employee of any
                  Bell Atlantic Company for employment or for retention as a
                  consultant or service provider;

                           (ii) hire or participate (with another company or
                  third party) in the process of hiring (other than for a Bell
                  Atlantic Company) any person who is then an active employee of
                  any Bell Atlantic Company, or provide names or other
                  information about Bell Atlantic employees to any person or
                  business (other than a Bell Atlantic Company) under
                  circumstances which could lead to the use of that information
                  for purposes of recruiting or hiring; or

                           (iii) interfere with the relationship of any Bell
                  Atlantic Company with any of its employees, agents, or
                  representatives.

                  (d) WAIVER. Nothing in this Agreement shall bar the Key
         Executive from requesting, at the time of the Key Executive's
         termination of employment or at any time thereafter, that the Board
         waive, in its sole discretion, Bell Atlantic's rights to enforce some
         or all of this Section.

         11. RETURN OF PROPERTY; INTELLECTUAL PROPERTY RIGHTS. The Key Executive
agrees that on or before the Key Executive's termination of employment for any
reason with all Bell Atlantic Companies, the Key Executive shall return to the
appropriate Bell Atlantic Company all


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Employment Agreement                Page 11                   Ivan G. Seidenberg


<PAGE>   12


property owned by each such company or in which any such company has an
interest. The Key Executive acknowledges that Bell Atlantic or an applicable
Bell Atlantic Company is the rightful owner of any programs, ideas, inventions,
discoveries, copyright material or trademarks which the Key Executive may have
originated or developed, or assisted in originating or developing, during the
Key Executive's period of employment with any Bell Atlantic Company, where any
such origination or development involved the use of company time or resources,
or the exercise of the Key Executive's responsibilities for or on behalf of any
such company. The Key Executive shall at all times, both before and after
termination of employment, cooperate with Bell Atlantic in executing and
delivering documents requested by any Bell Atlantic Company, and taking any
other actions, that are necessary or requested by Bell Atlantic to assist any
Bell Atlantic Company in patenting, copyrighting or registering any programs,
ideas, inventions, discoveries, copyright material or trademarks, and to vest
title thereto in the applicable company.

         12. PROPRIETARY AND CONFIDENTIAL INFORMATION. The Key Executive shall
at all times preserve the confidentiality of all proprietary information and
trade secrets of any and all Bell Atlantic Companies, except to the extent that
disclosure of such information is legally required. "Proprietary information"
means information that has not been disclosed to the public, and which is
treated as confidential within the business of any Bell Atlantic Company.

         13. NONDISCLOSURE. Unless and until the precise terms of this
Agreement, and the precise amount of any payment eligible to be paid or actually
paid under this Agreement, are disclosed in writing to the public by any Bell
Atlantic Company, the Key Executive shall hold the terms of this Agreement and
the amount of any payment, benefit, credit, or right hereunder in strict
confidence, except that the Key Executive may disclose such details (i) on a
confidential basis to his spouse (if any), and to any financial counselor, tax
adviser or legal counsel retained by the Key Executive, or (ii) to the extent
such disclosure is legally required.

         14. ASSIGNMENT BY BELL ATLANTIC. The obligations of Bell Atlantic
hereunder shall be the obligations of any and all successors and assigns of Bell
Atlantic. Bell Atlantic may assign this Agreement without the Key Executive's
consent to any company that acquires all or substantially all of the stock or
assets of Bell Atlantic, or into which or with which Bell Atlantic is merged or
consolidated. This Agreement may not be assigned by the Key Executive, and no
person other than the Key Executive (or the Key Executive's estate) may assert
the rights of the Key Executive under this Agreement.

         15. NON-BENEFIT BEARING PAYMENTS. The amounts to be paid, provided or
credited under Sections 4, 5, 6, 7, 8, and 9 of this Agreement shall not be
treated as compensation for purposes of computing or determining any additional
benefit payable under any savings plan, insurance plan, pension plan, or other
employee benefit plan maintained by any Bell Atlantic Company.

         16. DEFERRALS UNDER IDP. Amounts otherwise payable to the Key Executive
under Sections 7 or 8 of this Agreement may be deferred under the IDP or any
successor plan, but only if and to the extent that a valid deferral election is
in place and deferral of such amounts is permitted under the terms of the IDP or
successor plan.

         17. FORFEITURE OF IDP AMOUNTS. The Key Executive acknowledges that if
he breaches Section 10 (Non-Compete/No Solicitation) of this Agreement or
engages in serious misconduct that is contrary to written policies of Bell
Atlantic and is harmful to any Bell Atlantic


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Employment Agreement                Page 12                   Ivan G. Seidenberg


<PAGE>   13


Company or its reputation, he may forfeit any balance remaining in any Company
Contribution sub-account contained within his account under the IDP.

         18. WAIVER. Failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.

         19. ADDITIONAL REMEDIES. In addition to any other rights or remedies,
whether legal, equitable or otherwise, which each of the parties may have, the
Key Executive acknowledges that Sections 10 (Non-Compete/No Solicitation), 11
(Return of Property), 12 Proprietary and Confidential Information), and 13
(Nondisclosure) of this Agreement are essential to the continued good will and
profitability of Bell Atlantic and further acknowledges that the application and
operation thereof shall not involve a substantial hardship upon the Key
Executive's future livelihood. The parties hereto further recognize that
irreparable damage to Bell Atlantic will result in the event that these sections
of the Agreement are not specifically enforced and that monetary damages will
not adequately protect Bell Atlantic from a breach of these sections of the
Agreement. If any dispute arises concerning the violation by the Key Executive
of these sections of the Agreement, the parties hereto agree that an injunction
may be issued restraining such violation pending the determination of such
controversy, and no bond or other security may be required in connection
therewith.

         20. REFORMATION AND SEVERABILITY. The Key Executive and Bell Atlantic
agree that the agreements contained herein and within the Release shall each
constitute a separate agreement independently supported by good and adequate
consideration, and shall each be severable from the other provisions of the
Agreement and the Release. If an arbitrator or court of competent jurisdiction
determines that any term, provision or portion of this Agreement or the Release
is void, illegal or unenforceable, the other terms, provisions and portions of
this Agreement or the Release shall remain in full force and effect and the
terms, provisions and portions that are determined to be void, illegal or
unenforceable shall either be limited so that they shall remain in effect to the
extent permissible by law, or such arbitrator or court shall substitute, to the
extent enforceable, provisions similar thereto or other provisions, so as to
provide to Bell Atlantic, to the fullest extent permitted by applicable law, the
benefits intended by this Agreement and the Release.

         21. GTE MERGER. If the Merger occurs pursuant to the Definitive
Agreement, any action taken to implement succession as contemplated under
Section 7.10 of the Definitive Agreement shall not result in a breach of this
Agreement or constitute grounds for constructive discharge under Section 8(d) of
this Agreement, and this Agreement shall be amended to the extent necessary to
permit such succession.


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Employment Agreement                Page 13                   Ivan G. Seidenberg


<PAGE>   14


         22. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
messenger, transmitted by telex or telegram or mailed by registered or certified
mail, return receipt requested and postage prepaid, as follows:

                  (a)      If to Bell Atlantic, to:

                              Bell Atlantic Corporation
                              1095 Avenue of the Americas
                              New York, New York  10036
                              Attention:  Executive Vice President
                                          and General Counsel


                  (b)      If to the Key Executive, to:

                              [Address]
                              [Address]

or to such other person or address as either of the parties shall hereafter
designate to the other from time to time by similar notice.

         23. ARBITRATION. Any dispute arising out of or relating to this
Agreement, except any dispute arising out of or relating to Sections 10 through
13 of this Agreement, shall be settled by final and binding arbitration, which
shall be the exclusive means of resolving any such dispute, and the parties
specifically waive all rights to pursue any other remedy, recourse or relief.
With respect to disputes by Bell Atlantic arising out of or relating to Sections
10 through 13 of this Agreement, Bell Atlantic has retained all its rights to
legal and equitable recourse and relief, including but not limited to injunctive
relief. Notice of the existence of a dispute which a party wishes to have
resolved by arbitration shall be provided pursuant to Section 22 of this
Agreement. The arbitration shall be expedited and conducted in New York, New
York pursuant to the Center for Public Resources ("CPR") Rules for
Non-Administered Arbitration of Employment Disputes in effect at the time of
notice of the dispute before one neutral arbitrator appointed by CPR from the
CPR Panel of Neutrals unless the parties mutually agree to the appointment of a
different neutral arbitrator. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. Sections 1-16, and judgment upon the award
rendered by the arbitration may be entered by any court having jurisdiction. The
finding of the arbitrator may not change the express terms of this Agreement and
shall be consistent with the arbitrator's understanding of the findings a court
of proper jurisdiction would make in applying the applicable law to the facts
underlying the dispute. In no event whatsoever shall such an arbitration award
include any award of damages other than the amounts in controversy under this
Agreement. The parties waive the right to recover, in such arbitration, punitive
damages.

         24. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of New York.

         25. ENTIRE AGREEMENT. Except for the terms of other compensation and
benefit plans in which the Key Executive participates, this Agreement shall set
forth the entire understanding of Bell Atlantic and the Key Executive and shall
supersede all prior agreements and communications, whether oral or written,
between Bell Atlantic and the


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Employment Agreement                Page 14                   Ivan G. Seidenberg


<PAGE>   15


Key Executive including, without limitation, the Retention Agreement and the
Prior Employment Agreement. This Agreement shall not be modified except by
written agreement of the Key Executive and Bell Atlantic; provided, further,
that if the Merger occurs pursuant to the Definitive Agreement, Bell Atlantic
shall cause to be maintained, through June 30, 2002, Section 5.11 of its Bylaws
which requires (among other things) a three-quarters vote of the entire Board in
order to amend or modify the terms of this Agreement.

         26. TAX WITHHOLDING. Any payment made pursuant to this Agreement will
be subject to applicable withholding taxes under federal, state and local law.


         IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of January 1, 1999, and have amended and restated this Agreement as of June
30, 2000.

                                                  BELL ATLANTIC CORPORATION



                                                  By:
                                                     --------------------------



                                                  THE KEY EXECUTIVE


                                                  -----------------------------
                                                         Ivan G. Seidenberg


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Employment Agreement                Page 15                   Ivan G. Seidenberg


<PAGE>   16


                                                                       EXHIBIT A


         THIS RELEASE (the "Release") is entered into by _____________________
(the "Key Executive"), for the benefit of BELL ATLANTIC CORPORATION (the
"Company"), and all companies, and their officers, directors and employees,
which are affiliated with the Company or in which the Company owns a substantial
economic interest, and any benefit plan maintained by any Bell Atlantic Company
(or any plan administrator of any such plan). Capitalized terms in this document
which are not otherwise defined herein shall have the respective meanings
assigned to them in the Employment Agreement between the Company and the Key
Executive, dated ____________, _____ (the "Agreement").

         WHEREAS, the Key Executive has separated from service with the Key
Executive's employing company (the "Employer") on __________ , _____ (the
"Separation Date") pursuant to the terms of the Agreement, and the Key Executive
wishes to execute this Release as contemplated under the terms of the Agreement.

         NOW, THEREFORE, the Key Executive affirms as follows:

         1. The Key Executive hereby waives any and all claims which the Key
Executive might have against any Bell Atlantic Company, and any benefit plan
maintained by any Bell Atlantic Company (or any plan administrator of any such
plan), for salary payments, vacation pay, incentives, bonuses, or other
remuneration or employee benefits of any kind, with the exception of any
obligations of the Company or Employer arising after the Separation Date under
Sections 8 and 9 of the Agreement.

         2. Except as provided in Section 1 hereof, the Key Executive hereby
voluntarily releases and discharges each and every Bell Atlantic Company and
their successors and assigns, and the directors, officers, employees, and agents
of each of them, and any benefit plan maintained by any Bell Atlantic Company
(or any plan administrator of any such plan), of and from any and all debts,
obligations, claims, demands, judgments or causes of action of any kind
whatsoever, known or unknown, in tort, contract, by statute or on any other
basis, for equitable relief, compensatory, punitive or other damages, expenses
(including attorneys' fees), reimbursements or costs of any kind which the Key
Executive might have or assert against any of said entities or persons as of the
Separation Date by reason of the Key Executive's employment by any Bell Atlantic
Company or the termination of said employment, and all circumstances related
thereto, including but not limited to, any and all claims, demands, rights and
causes of action, including those which might arise out of allegations relating
to a claimed breach of an alleged oral or written employment contract, or
relating to purported employment discrimination or civil rights violations, such
as, but not limited to, those arising under Title VII of the Civil Rights Act of
1964 (42 U.S.C. Section 2000e et seq.), the Civil Rights Acts of 1866 and 1871
(42 U.S.C. Sections 1981 and 1983), Executive Order 11246, as amended, the Age
Discrimination in Employment Act of 1967, as amended (29 U.S.C. Section 621 et
seq.), the Equal Pay Act of 1963 (29 U.S.C. Section 206(d)(1)), the
Rehabilitation Act of 1973 (29 U.S.C. Sections 701-794), the Civil Rights Act of
1991, the Americans with Disabilities Act, the Employee Retirement Income
Security Act ("ERISA") or any other applicable federal, state or local
employment discrimination statute or ordinance.


<PAGE>   17


         3. The Key Executive hereby reaffirms all covenants and promises given
by the Key Executive under the Agreement, and all other terms and conditions of
the Agreement, in all respects.

         4. Should any provision of this Release be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby, and said illegal or invalid part,
term or provision shall be deemed not to be a part of this Release.

         STATEMENT BY THE KEY EXECUTIVE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. THE COMPANY HAS FULFILLED ITS DUTIES TO ME UNDER THE OLDER WORKERS
BENEFITS PROTECTION ACT, AND I ACKNOWLEDGE THAT THIS RELEASE IS LEGALLY
ENFORCEABLE BY THE COMPANY. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE
PROVISIONS OF THIS RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A
PERIOD OF SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX,
FINANCIAL AND LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO
BE LEGALLY BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE
WITHIN SEVEN (7) DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME
ENFORCEABLE OR EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.

         THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the ___ day of _________, _____, that being the Key Executive's
Separation Date.

                                         THE KEY EXECUTIVE



                                         Signed:
                                                --------------------------------


                                THIS IS A RELEASE
                          READ CAREFULLY BEFORE SIGNING


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Exhibits to Employment Agreement     Page 17                  Ivan G. Seidenberg

<PAGE>   18


                                                                       EXHIBIT B


         DETERMINATION OF GROSS-UP PAYMENT. In the event that any payment or
benefit received or to be received by the Key Executive pursuant to the terms of
the Agreement (the "Contract Payments") or of any other plan, arrangement or
agreement of any Bell Atlantic Company ("Other Payments" and, together with the
Contract Payments, the "Payments") would be subject to the excise tax (the
"Excise Tax") imposed by section 4999 of the Internal Revenue Code (the "Code")
as determined in accordance with this paragraph, Bell Atlantic shall pay to the
Key Executive, at the time specified below, an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Key Executive, after
deduction of the Excise Tax on Payments and any federal, state and local income
tax and the Excise Tax upon the Gross-Up Payment, and any interest, penalties or
additions to tax payable by the Key Executive with respect thereto, shall be
equal to the total present value (using the applicable federal rate (as defined
in Section 1274(d) of the Code) in such calculation) of the Payments at the time
such Payments are to be made. For purposes of determining whether any of the
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) the total amount of the Payments shall be treated as "parachute payments"
within the meaning of section 280G(b)(2) of the Code, and all "excess parachute
payments" within the meaning of section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax, except to the extent that, in the written opinion
of independent counsel selected by Bell Atlantic and reasonably acceptable to
the Key Executive ("Independent Counsel"), a Payment (in whole or in part) does
not constitute a "parachute payment" within the meaning of section 280G(b)(2) of
the Code, or such "excess parachute payments" (in whole or in part) are not
subject to the Excise Tax; (ii) the amount of the Payments that shall be treated
as subject to the Excise Tax shall be equal to the lesser of (A) the total
amount of the Payments or (B) the amount of "excess parachute payments" within
the meaning of section 280G(b)(1) of the Code (after applying clause (i)
hereof); and (iii) the value of any noncash benefits or any deferred payment or
benefit shall be determined by Independent Counsel in accordance with the
principles of sections 280G(d)(3) and (4) of the Code. For purposes of
determining the amount of the Gross-Up Payment, the Key Executive shall be
deemed to pay federal income taxes at the highest marginal rates of federal
income taxation applicable to individuals in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rates of taxation applicable to individuals as are in effect in the
state and locality of the Key Executive's residence in the calendar year in
which the Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes that can be obtained from deduction of such state and local
taxes, taking into account any limitations applicable to individuals subject to
federal income tax at the highest marginal rates.

         TIMING OF GROSS-UP PAYMENT. The Gross-Up Payments provided for in this
Exhibit B shall be made upon the earlier of (i) the payment to the Key Executive
of any Payment or (ii) the imposition upon the Key Executive or payment by the
Key Executive of any Excise Tax.

         ADJUSTMENTS TO GROSS-UP PAYMENT. If it is established pursuant to a
final determination of a court or an Internal Revenue Service proceeding or the
written opinion of Independent Counsel that the Excise Tax is less than the
amount previously taken into account hereunder, the Key Executive shall repay to
Bell Atlantic within thirty (30) days of the Key Executive's receipt of notice
of such final determination or opinion the portion of


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Exhibits to Employment Agreement     Page 18                  Ivan G. Seidenberg

<PAGE>   19


the Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Key Executive if
such repayment results in a reduction in Excise Tax or a federal, state and
local income tax deduction) plus any interest received by the Key Executive on
the amount of such repayment, provided, however, that if any such amount has
been paid by the Key Executive as an Excise Tax or other tax, the Key Executive
shall cooperate with Bell Atlantic in seeking a refund of any tax overpayments,
and shall not be required to make repayments to Bell Atlantic until the overpaid
taxes and interest thereon are refunded to the Key Executive. If it is
established pursuant to a final determination of a court or an Internal Revenue
Service proceeding or the written opinion of Independent Counsel that the Excise
Tax exceeds the amount taken into account hereunder (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), Bell Atlantic shall make an additional Gross-Up Payment in
respect of such excess within thirty (30) days of Bell Atlantic's receipt of
notice of such final determination or opinion.

         CHANGE IN LAW OR INTERPRETATION. In the event of any change in, or
further interpretation of, sections 280G or 4999 of the Code and the regulations
promulgated thereunder, the Key Executive shall be entitled, by written notice
to Bell Atlantic, to request a written opinion of Independent Counsel regarding
the application of such change to any of the foregoing, and Bell Atlantic shall
use its best efforts to cause such opinion to be rendered as promptly as
practicable. All fees and expenses of Independent Counsel incurred in connection
with this Exhibit B shall be borne by Bell Atlantic.



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Exhibits to Employment Agreement     Page 19                  Ivan G. Seidenberg


</TEXT>
</DOCUMENT>
