Exhibit 10.1

AMENDMENT TO THE
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
MEMBERS OF THE BOARD OF DIRECTORS OF GTE CORPORATION
EFFECTIVE AS OF JANUARY 1, 1998

1. A new Section 4.05 is added to the Plan to read as follows:

"4.05. INTERIM PAYMENTS.

At any time on or after January 1, 1998, a director may elect that 94% of all (or a designated portion of) his account balance shall be paid to him within 61 days following the filing of such an election; provided that the EVP-HR may approve or disapprove such election in his sole discretion. If a director receives a payment pursuant to this Section 4.05, the remaining 6% of the director's entire account balance (or the designated portion thereof) shall be permanently forfeited and shall not be paid to, or in respect of; the director."

EXHIBIT 10.2

EXECUTIVE SEVERANCE AGREEMENT

This AGREEMENT ("Agreement") dated as of January 8, 1996, by and between GTE Service Corporation, a New York corporation (the "Company"), and the "Executive".

W I T N E S S E T H:

WHEREAS, the Company recognizes the valuable services that the Executive has rendered thereto and desires to be assured that the Executive will continue to attend to the business and affairs of the Company without regard to any potential or actual change in control of GTE Corporation, a New York corporation and the Company's sole shareholder ("GTE"); and

WHEREAS, the Executive is willing to continue to serve the Company, but desires assurance that he will not be materially disadvantaged by a change in control of GTE;

NOW, THEREFORE, in consideration of the Executive's continued service to the Company and the mutual agreements herein contained, the Company and the Executive hereby agree as follows:

ARTICLE I

ELIGIBILITY FOR BENEFITS

Section 1.1. Qualifying Termination. The Company shall not be required to provide any benefits to the Executive pursuant to this Agreement unless a Qualifying Termination occurs before the Agreement expires in accordance with Section 6.1 hereof. For purposes of this Agreement, a Qualifying Termination shall occur only if

(a) a Change in Control occurs, and

(b) (i) within two years after the Change in Control, the Company terminates the Executive's employment other than for Cause; or

(ii)(A) within two years after the Change in Control, a Good Reason arises, and (B) the Executive terminates employment with the Company within (I) six months after the Good Reason arises or (II) two years after the Change in Control, whichever occurs later;

provided, that a Qualifying Termination shall not occur if the Executive's employment with the Company terminates by reason of the Executive's Retirement, Disability, or death. A Qualifying Termination may occur even though the Executive retires from employment with the Company other than by reason of Retirement or Disability.

Section 1.2. Change in Control. Except as provided below, a Change in Control shall be deemed to occur when and only when the first of the following events occurs:

(a) an acquisition (other than directly from GTE) of securities of GTE by any Person, immediately after which such Person, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of securities of GTE representing 20 percent or more of the Voting Power or such lower percentage of the Voting Power that, from time to time, would cause the Person to constitute an "Acquiring Person" (as such term is defined in the Rights Plan); provided that, in determining whether a Change in Control has occurred, the acquisition of securities of GTE in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control; or

(b) three or more directors, whose election or nomination for election is not approved by a majority of the members of the "Incumbent Board" (as defined below) then serving as members of the Board, are elected within any single 12-month period to serve on the Board; provided that an individual whose election or nomination for election is approved as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended from time to time) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest"), including by

reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed not to have been approved by a majority of the Incumbent Board for purposes hereof; or

(c) members of the Incumbent Board cease for any reason to constitute at least a majority of the Board; "Incumbent Board" shall mean individuals who, as of the close of business on April 19, 1995, are members of the Board; provided that, if the election, or nomination for election by GTE's shareholders, of any new director was approved by a vote of at least three-quarters of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; provided further that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest or other actual or threatened Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(d) approval by shareholders of GTE of:

(i) a merger, consolidation, or reorganization involving GTE, unless

(A) the shareholders of GTE, immediately before the merger, consolidation, or reorganization, own, directly or indirectly immediately following such merger, consolidation, or reorganization, at least 50 percent of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, or reorganization;

(B) individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least a majority of the board of directors of the Surviving Corporation; and

(C) no Person (other than GTE or any subsidiary of GTE, any employee benefit plan (or any trust forming a part thereof) maintained by GTE, the Surviving Corporation, or any subsidiary of GTE, or any Person who, immediately prior to such merger, consolidation, or reorganization, had Beneficial Ownership of securities representing 20 percent (or such lower percentage the acquisition of which would cause a Change in Control pursuant to paragraph (a) of this definition of "Change in Control") or more of the Voting Power) has Beneficial Ownership of securities representing 20 percent (or such lower percentage the acquisition of which would cause a Change in Control pursuant to paragraph (a) of this definition of "Change in Control") or more of the combined Voting Power of the Surviving Corporation's then outstanding voting securities;

(ii) a complete liquidation or dissolution of GTE; or

(iii) an agreement for the sale or other disposition of all or substantially all of the assets of GTE to any Person (other than a transfer to a subsidiary of GTE).

For purposes of this Section, the following terms shall have the definitions set forth below:

"Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended from time to time.

"Board" means the Board of Directors of GTE.

"Non-Control Acquisition" means an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by GTE or any of its subsidiaries, (2) GTE or any of its subsidiaries, or (3) any Person in connection with a "Non-Control Transaction."

"Non-Control Transaction" means a transaction described in clauses (A) through (C) of paragraph (d)(i) of the definition of "Change in Control" herein.

"Person" shall mean any individual, firm, corporation, partnership, joint venture, association, trust, or other entity.

A Person shall be deemed the "Beneficial Owner" of, and shall be deemed to "beneficially own," any securities:

(x) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly;

(y) which such Person or any of such Person's Affiliates or Associates has (i) the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in

writing) or upon the exercise of conversion rights, exchange rights, rights (other than the rights granted pursuant to the Rights Plan), warrants or options, or otherwise; provided that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (ii) the right to vote pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided that a Person shall not be deemed the "Beneficial Owner" of, or to "beneficially own," any security under this clause (ii) if the agreement, arrangement, or understanding to vote such security (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934, as amended from time to time, and (B) is not also then reported by such person on Schedule 13D under the Securities Exchange Act of 1934, as amended from time to time (or any comparable or successor report); or

(z) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing), or with which such Person or any of such Person's Affiliates or Associates have otherwise formed a group for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause
(ii)(A) of subparagraph (y), above), or disposing of any securities of GTE.

"Rights Plan" means the Rights Agreement, dated as of December 7, 1989, between GTE and State Street Bank and Trust Company (now administered by the First National Bank of Boston), as it may be amended from time to time, or any successor thereto.

"Voting Power" means the voting power of all securities of GTE then outstanding generally entitled to vote for the election of directors of GTE.

Section 1.3. Termination for Cause. The Company shall have Cause to terminate the Executive for purposes of Section 1.1 hereof only if the Executive (a) engages in unlawful acts intended to result in the substantial personal enrichment of the Executive at the Company's expense, or (b) engages (except by reason of incapacity due to illness or injury) in a material violation of his responsibilities to the Company that results in a material injury to the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice, consisting of a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of GTE's Board of Directors at a duly held meeting of the Board of Directors (with reasonable notice to the Executive and an opportunity for the Executive, together with counsel, to be heard before the Board of Directors) ("Notice of Termination"), finding that the Executive has engaged in the conduct set forth above in this Section 1.3 and specifying the particulars thereof in detail. GTE's Board of Directors may not delegate or assign its duties under this Section 1.3.

Section 1.4. Termination for Good Reason. The Executive shall have a Good Reason for terminating employment with the Company only if one or more of the following occurs after a Change in Control:

(a) a change in the Executive's status or position(s) with the Company that, in the Executive's reasonable judgment, represents a demotion from the Executive's status or position(s) in effect immediately before the Change in Control;

(b) the assignment to the Executive of any duties or responsibilities that, in the Executive's reasonable judgment, are inconsistent with the Executive's status or position(s) in effect immediately before the Change in Control;

(c) layoff or involuntary termination of the Executive's employment, except in connection with the termination of the Executive's employment for Cause or as a result of the Executive's Retirement, Disability, or death;

(d) a reduction by the Company in the Executive's total compensation (which shall be deemed, for this purpose, to be equal to his base salary plus the greater of (i) the most recent award that he has earned under the GTE Corporation Executive Incentive Plan, as amended from time to time, or any successor thereto (the "EIP"), or (ii) an EIP award equal to the Executive's Average Percentage of the annual value (i.e., the dollar amount) of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that are in effect under the EIP immediately before the date on which the Change in Control occurs for the Executive's salary level immediately before the date on which the Change in Control occurs)). For

purposes of this paragraph (d), the Executive's "Average Percentage" means the average of the Executive's Annual Percentages for the Determination Years. For purposes of this paragraph (d), the Executive's "Annual Percentage" for each Determination Year means a fraction (expressed as a percentage), the numerator of which is the EIP award earned by the Executive for such Determination Year, and the denominator of which is the annual value of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that were in effect under the EIP for such Determination Year for the Executive's salary level for such Determination Year). For purposes of this paragraph
(d), a "Determination Year" means each of the last three EIP plan years ending before the date on which the Change in Control occurs (or, if less, the number of those three plan years during which the Executive was a participant in the EIP);

(e) a material increase in the Executive's responsibilities or duties without a commensurate increase in total compensation;

(f) the failure by the Company to continue in effect any Plan in which the Executive is participating at the time of the Change in Control (or plans or arrangements providing the Executive with substantially equivalent benefits) other than as a result of the normal expiration of any such Plan in accordance with its terms as in effect at the time of the Change in Control;

(g) any action or inaction by the Company that would adversely affect the Executive's continued participation in any Plan on at least as favorable a basis as was the case on the date of the Change in Control, or that would materially reduce the Executive's benefits in the future under the Plan or deprive him of any material benefits that he enjoyed at the time of the Change in Control, except to the extent that such action or inaction by the Company is required by the terms of the Plan as in effect immediately before the Change in Control, or is necessary to comply with applicable law or to preserve the qualification of the Plan under section 401(a) of the Internal Revenue Code, and except to the extent that the Company provides the Executive with substantially equivalent benefits;

(h) the Company's failure to provide and credit the Executive with the number of days of paid vacation, holiday, or leave to which he is then entitled in accordance with the Company's normal vacation, holiday, or leave policy in effect immediately before the Change in Control;

(i) the imposition of any requirement that the Executive be based anywhere other than within 25 miles of where his principal office was located immediately before the Change in Control;

(j) a material increase in the frequency or duration of the Executive's business travel;

(k) the Company's failure to obtain the express assumption of this Agreement by any successor to the Company as provided by
Section 6.3 hereof;

(l) any attempt by the Company to terminate the Executive's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 1.3 hereof or that does not afford the Executive the procedural protections prescribed by that Section; or

(m) any violation by the Company of any agreement (including this Agreement) between it and the Executive.

Notwithstanding the foregoing, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause, Retirement, or death, and no action by the Company specified in paragraphs (a) through (d) of the preceding sentence shall give rise to a Good Reason if it results from the Executive's Disability. A Good Reason shall not be deemed to be waived by reason of the Executive's continued employment as long as the termination of the Executive's employment occurs within the time prescribed by
Section 1.1(b)(ii)(B) hereof. For purposes of this Section 1.4, "Plan" means any compensation plan, such as an incentive, stock option, or restricted stock plan, or any employee benefit plan, such as a thrift, pension, profit-sharing, stock bonus, long-term performance award, medical, disability, accident, or life insurance plan, or a relocation plan or policy, or any other plan, program or policy of the Company that is intended to benefit employees.

Section 1.5. Retirement. For purposes of this Agreement, "Retirement" shall mean the Executive's termination of employment upon or after attaining age 65.

Section 1.6. Disability. For purposes of this Agreement, "Disability" shall mean an illness or injury that prevents the Executive from performing his duties (as they existed immediately before the illness or injury) on a full-time basis for six consecutive months.

Section 1.7. Notice. If a Change in Control occurs, the Company shall notify the Executive of the

occurrence of the Change in Control within two weeks after the Change in Control.

ARTICLE II

BENEFITS AFTER A QUALIFYING TERMINATION

Section 2.1. Basic Severance Payment.

(a) If the Executive incurs a Qualifying Termination, the Company shall pay to the Executive a cash amount equal to 200% of the Base Amount. The Base Amount shall be an amount equal to the greater of:

(A) the sum of (I) the Executive's base annual salary immediately before the Change in Control plus (II) the Executive's Average Percentage of the annual value (i.e., the dollar amount) of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that are in effect under the EIP immediately before the date on which the Change in Control occurs for the Executive's salary level immediately before the date on which the Change in Control occurs). For purposes of this paragraph (A), the Executive's "Average Percentage" means the average of the Executive's Annual Percentages for the Determination Years. For purposes of this paragraph (A), the Executive's "Annual Percentage" for each Determination Year means a fraction (expressed as a percentage), the numerator of which is the EIP award earned by the Executive for such Determination Year, and the denominator of which is the annual value of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that were in effect under the EIP for such Determination Year for the Executive's salary level for such Determination Year). For purposes of this paragraph (A), a "Determination Year" means each of the last three EIP plan years ending before the date on which the Change in Control occurs (or, if less, the number of those three plan years during which the Executive was a participant in the EIP); or

(B) the sum of (I) the Executive's base annual salary immediately before the Qualifying Termination plus (II) the Executive's Average Percentage of the annual value (i.e., the dollar amount) of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that are in effect under the EIP immediately before the date on which the Qualifying Termination occurs for the Executive's salary level immediately before the date on which the Qualifying Termination occurs). For purposes of this paragraph (B), the Executive's "Average Percentage" means the average of the Executive's Annual Percentages for the Determination Years. For purposes of this paragraph (B), the Executive's "Annual Percentage" for each Determination Year means a fraction (expressed as a percentage), the numerator of which is the EIP award earned by the Executive for such Determination Year, and the denominator of which is the annual value of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that were in effect under the EIP for such Determination Year for the Executive's salary level for such Determination Year). For purposes of this paragraph (B), a "Determination Year" means each of the last three EIP plan years ending before the date on which the Qualifying Termination occurs (or, if less, the number of those three plan years during which the Executive was a participant in the EIP).

(b) The Company shall make the payment to the Executive pursuant to subsection (a) of this Section 2.1 in a lump sum within 30 days of the Qualifying Termination.

Section 2.2. Insurance. If the Executive incurs a Qualifying Termination, the Company shall provide the Executive, at the Company's expense, for a period beginning on the date of the Qualifying Termination, the same medical insurance and life insurance coverage as was in effect immediately before the Change in Control (or, if greater, as in effect immediately before the Qualifying Termination occurs); such coverage shall end upon the earlier of
(a) the expiration of 24 months after the Qualifying Termination or (b)(i) with respect to medical insurance coverage, the date on which the Executive first becomes eligible for medical insurance coverage provided by a firm that employs him following the Qualifying Termination, or (ii) with respect to life insurance coverage, the date on which the Executive first becomes eligible for life insurance coverage provided by such firm.

Section 2.3. Outplacement Counseling. If the Executive incurs a Qualifying Termination, the Company shall make available to the Executive, at the Company's expense, outplacement counseling that is at least equivalent to the outplacement counseling that the Company provided to its terminated senior executives during 1995. Subject to the foregoing, the Executive may select the organization that will provide the outplacement counseling; provided, that this sentence shall not require the Company to provide the Executive with outplacement counseling that is more costly to the Company than the outplacement counseling that this Section 2.3 otherwise requires the Company to provide to the Executive.

Section 2.4. Financial Counseling. If the Executive incurs a Qualifying Termination, the Company shall, within 30 days of the Qualifying Termination, make available to the Executive three individual financial counseling sessions, of at least two hours each and at times and locations that are convenient to the Executive, with a nationally recognized financial counseling firm. At the financial counseling sessions, the financial counseling firm shall provide the Executive with detailed financial advice that is tailored to the Executive's particular personal and financial situation. The Company shall specify to the Executive the information regarding his personal and financial situation that he must provide to the financial counseling firm in order for the firm to provide the counseling services required by this Section 2.4. The Company shall take all reasonable and appropriate measures to assure that the financial counseling firm preserves the confidentiality of all information conveyed by the Executive to the counseling firm.

Section 2.5. Benefit Credit. If the Executive incurs a Qualifying Termination,

(a) the Executive shall receive service credit, for the purpose of receiving benefits and for vesting, retirement eligibility, benefit accrual, and all other purposes, under all employee benefit plans sponsored by the Company (including, but not limited to, health, life insurance, pension, savings, stock, and stock ownership plans, but excluding the Company's short-term and long-term disability plans) in which he participated immediately before the Change in Control, for 24 months;

(b) for purposes of determining the Executive's benefits under all defined benefit pension plans maintained by the Company, including the GTE Service Corporation Supplemental Executive Retirement Plan ("SERP"), the Executive's compensation shall include the amount payable to the Executive pursuant to
Section 2.1 hereof, and for purposes of this subsection (b), the Executive shall be deemed to have received such amount in monthly installments, each equal to 1/24th of the amount payable to the Executive pursuant to Section 2.1 hereof; and

(c) the Executive shall be considered to have not less than 76 points and 15 years of Accredited Service for purposes of determining his eligibility for early retirement benefits under the Company's defined benefit pension plans (including, but not limited to, the SERP) and for purposes of determining his eligibility for benefits under the GTE Executive Retired Life Insurance Plan (or any predecessor or successor thereto).

Notwithstanding the service credit granted under subsection (a) of this
Section 2.5 and the compensation recognized under subsection (b) of this
Section 2.5, nothing in this Section 2.5 shall prevent the Executive from receiving any benefits to which the Executive is entitled under any defined benefit or defined contribution pension plan maintained by the Company, including the SERP (as such benefits are modified by this Agreement) in any form permitted by such plans (including but not limited to a lump-sum distribution) immediately following the Executive's Qualifying Termination. To the extent that the Company's tax-qualified retirement plans cannot provide the benefits specified by this Section 2.5 without jeopardizing the tax qualification of such plans, the Company shall provide such benefits under the SERP.

Section 2.6. Nonduplication. Nothing in this Agreement shall require the Company to make any payment or to provide any benefit or service credit that GTE or the Company is otherwise required to provide under any other contract, agreement, policy, plan, or arrangement.

Section 2.7. Prior Agreement. This Agreement supersedes any prior Executive Severance Agreement entered into between the Company and the Executive ("Prior Agreement"). On and after the date of this Agreement, such Prior Agreement shall have no force or effect.

ARTICLE III

EFFECT ON HUMAN RESOURCES POLICY 104

Section 3.1. Effect on Policy 104. If the Executive becomes entitled to receive benefits hereunder, the Executive shall not be entitled to any benefits under GTE Human Resources Policy 104, as amended from time to time, or any successor policy, or under any other Company severance or salary continuation policy (including but not limited to any benefits pursuant to an involuntary separation program or similar program maintained under a pension plan sponsored by the Company).

ARTICLE IV

TAX MATTERS

Section 4.1. Withholding. The Company may withhold from any amounts payable to the Executive hereunder all federal, state, city or other taxes that the Company may reasonably determine are required to be withheld pursuant to any applicable law or regulation.

ARTICLE V

COLLATERAL MATTERS

Section 5.1. Nature of Payments. All payments to the Executive under this Agreement shall be considered either payments in consideration of his continued service to the Company or severance payments in consideration of his past services thereto.

Section 5.2. Legal Expenses. The Company shall pay all legal fees and expenses that the Executive may incur as a result of the Company's contesting the validity, the enforceability or the Executive's interpretation of, or determinations under, this Agreement; provided, that this Section 5.2 shall be operative only if and to the extent that (a) the Company fails to establish a trust that defrays all such legal fees and expenses or (b) the Company establishes such a trust, but the trust fails to pay all such legal fees and expenses.

Section 5.3. Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement either by seeking other employment or otherwise. The amount of any payment provided for herein shall not be reduced by any remuneration that the Executive may earn from employment with another employer or otherwise following his Qualifying Termination.

Section 5.4. Interest. If the Company fails to make, or cause to be made, any payment provided for herein within 30 days of the date on which the payment is due, the Company shall make such payment together with interest thereon. The interest shall accrue and be compounded monthly. The interest rate shall be equal to 120 percent of the prime rate as reported by The Wall Street Journal for the first business day of each month, effective for the ensuing month. The interest rate shall be adjusted at the beginning of each month.

Section 5.5. Authority. The execution of this Agreement has been authorized by the Board of Directors of the Company and by the Board of Directors of GTE.

ARTICLE VI

GENERAL PROVISIONS

Section 6.1. Term of Agreement. This Agreement shall become effective on the date hereof and shall continue in effect until the earliest of
(a) July 1, 1999, if no Change in Control has occurred before that date; (b) the termination of the Executive's employment with the Company for any reason prior to a Change in Control; (c) the Company's termination of the Executive's employment for Cause, or the Executive's resignation for other than Good

Reason, following a Change in Control and the Company's and the Executive's fulfillment of all of their obligations hereunder; and (d) the expiration following a Change in Control of two years and six months and the fulfillment by the Company and the Executive of all of their obligations hereunder. Notwithstanding the foregoing, commencing on July 1, 1999, and on July 1 of each year thereafter, the expiration date prescribed by clause (a) of the preceding sentence shall automatically be extended for an additional year unless, not later than December 31 of the immediately preceding year, one of the parties hereto shall have given notice to the other party hereto that it (or he) does not wish to extend the term of this Agreement. Furthermore, nothing in this Article VI shall cause this Agreement to terminate before both the Company and the Executive have fulfilled all of their obligations hereunder.

Section 6.2. Governing Law. Except as otherwise expressly provided herein, this Agreement and the rights and obligations hereunder shall be construed and enforced in accordance with the laws of the State of New York.

Section 6.3. Successors to the Company. This Agreement shall inure to the benefit of and shall be binding upon and enforceable by the Company and any successor thereto, including, without limitation, any corporation or corporations acquiring directly or indirectly all or substantially all of the business or assets of the Company, whether by merger, consolidation, sale or otherwise, but shall not otherwise be assignable by the Company. Without limitation of the foregoing sentence, the Company shall require any successor (whether direct or indirect, by merger, consolidation, sale or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form satisfactory to the Executive, expressly, absolutely and unconditionally to assume and to agree to perform this Agreement in the same manner and to the same extent as the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as heretofore defined and any successor to all or substantially all of its business or assets that executes and delivers the agreement provided for in this Section 6.3 or that becomes bound by this Agreement either pursuant to this Agreement or by operation of law. As used in this Agreement, "GTE" shall mean GTE as heretofore defined and any successor to all or substantially all of its business or assets.

Section 6.4. Noncorporate Entities. If any provision of this Agreement refers to the board of directors of an entity that has no board of directors, the reference to board of directors shall be deemed to refer to the body, committee, or person that has duties and responsibilities with respect to the entity that most closely approximate those of a board of directors of a corporation.

Section 6.5. Successor to the Executive. This Agreement shall inure to the benefit of and shall be binding upon and enforceable by the Executive and his personal and legal representatives, executors, administrators, heirs, distributees, legatees and, subject to Section 6.6 hereof, his designees ("Successors"). If the Executive should die while amounts are or may be payable to him under this Agreement, references hereunder to the "Executive" shall, where appropriate, be deemed to refer to his Successors; provided, that nothing in this Section 6.5 shall supersede the terms of any plan or arrangement (other than this Agreement) that is affected by this Agreement.

Section 6.6. Nonalienability. No right of or amount payable to the Executive under this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance, charge, execution, attachment, levy or similar process or to setoff against any obligations or to assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall be void. However, this Section 6.6 shall not prohibit the Executive from designating one or more persons, on a form satisfactory to the Company, to receive amounts payable to him under this Agreement in the event that he should die before receiving them.

Section 6.7. Notices. All notices provided for in this Agreement shall be in writing. Notices to the Company shall be deemed given when personally delivered or sent by certified or registered mail or overnight delivery service to GTE Service Corporation, One Stamford Forum, Stamford, Connecticut 06904, Attention: Corporate Secretary. Notices to the Executive shall be deemed given when personally delivered or sent by certified or registered mail or overnight delivery service to the last address for the Executive shown on the records of the Company. Either the Company or the Executive may, by notice to the other, designate an address other than the foregoing for the receipt of subsequent notices.

Section 6.8. Amendment. No amendment to this Agreement shall be effective unless in writing and signed by both the Company and the Executive.

Section 6.9. Waivers. No waiver of any provision of this Agreement shall be valid unless approved in writing by the party giving such waiver. No waiver of a breach under any provision of this Agreement shall be deemed to be a waiver of such provision or any other provision of this Agreement or any subsequent breach. No failure on the part of either the Company or the Executive to exercise, and no delay in exercising, any right or remedy

conferred by law or this Agreement shall operate as a waiver of such right or remedy, and no exercise or waiver, in whole or in part, of any right or remedy conferred by law or herein shall operate as a waiver of any other right or remedy.

Section 6.10. Severability. If any provision of this Agreement shall be held unlawful or otherwise invalid or unenforceable in whole or in part, such unlawfulness, invalidity or unenforceability shall not affect any other provision of this Agreement or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under this Agreement shall be held unlawful or otherwise invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under this Agreement, and if the making of any payment in full or the provision of any other benefit required under this Agreement in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under this Agreement.

Section 6.11. Agents. The Company may make arrangements to cause any agent or other party, including an affiliate of the Company, to make any payment or to provide any benefit that the Company is required to make or to provide hereunder; provided, that no such arrangement shall relieve or discharge the Company of its obligations hereunder except to the extent that such payments or benefits are actually made or provided.

Section 6.12. Definitions. All upper case terms used herein shall have the meaning set forth in this Agreement.

Section 6.13. Captions. The captions to the respective articles and sections of this Agreement are intended for convenience of reference only and have no substantive significance.

Section 6.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

GTE SERVICE CORPORATION

EXHIBIT 10.3

January 14, 1999

Charles R. Lee
[Address]
[Address]

Dear Chuck:

I am pleased to offer you this employment agreement (the "Agreement") with GTE Service Corporation ("Service Corp.") which will provide for employment stability for you and long-term wealth creation opportunity for you and your family. In return, GTE can expect your continued leadership for the foreseeable future as well as your value-added advice and counsel on the broad array of issues and challenges facing GTE today and in the future.

PURPOSE - Service Corp. enters into this Agreement with you because the rapidly-changing and increasingly global telecommunications market, which has resulted from the Telecommunications Act of 1996, and the proposed merger between GTE Corporation and Bell Atlantic Corporation ("Bell Atlantic") or a subsidiary of Bell Atlantic (the "Merger") have required and will require GTE to make critical strategic, marketing, and technical decisions. These decisions by GTE will be based, in whole or in part, on confidential analyses of the evolving telecommunications market, confidential assessments of the technical capabilities and strategic plans of GTE and competing businesses, and confidential or proprietary information regarding GTE's technology, resources, and business opportunities or other confidential or proprietary information relating to GTE's business. Service Corp. seeks by this Agreement to ensure that you continue to lead this decision-making process.

For purposes of this Agreement, "GTE" means GTE Corporation, its successors, and assigns and all of the GTE Companies; "GTE Companies" means all of, and "GTE Company" means any one of, GTE Corporation, all corporate subsidiaries or other companies affiliated with GTE Corporation, all companies in which GTE Corporation directly or indirectly owns a substantial equity interest, and their successors and assigns, including any company into which GTE Corporation is merged and its subsidiaries and affiliates. In addition, in this Agreement, on and after the date on which the Merger is consummated (the "Merger Date"), "GTE Corporation" includes Bell Atlantic.

Charles R. Lee
January 14, 1999

In consideration for your entering into this Agreement, including the restrictions on the disclosure and use of confidential or proprietary information and the limitations on your engaging in competitive activities, Service Corp. is providing you with the security of a fixed-term agreement, a long-term performance incentive, participation in the GTE Merger Implementation and Retention Incentive Program, and other benefits.

TERM - The term of this Agreement ("Term of Agreement") begins on January 1, 1999, and ends on June 30, 2004. The term of your employment under this Agreement ("Term of Employment") begins on January 1, 1999. If the Merger Date does not occur before June 30, 2004, the Term of Employment ends on June 30, 2004. If the Merger Date occurs before June 30, 2004, (i) the Term of Employment ends on the later of the Merger Date or June 30, 2002; and (ii) you will serve as a consultant under this Agreement during a term (the "Consulting Term") that
(a) begins immediately following the Term of Employment and (b) ends on June 30, 2004. If the Term of Employment ends on June 30, 2004, it is contemplated that you and GTE will, shortly before that date, negotiate an extension of this Agreement on mutually satisfactory terms.

GENERAL - You will continue to serve as Chairman of the Board of Directors of GTE (the "Board") during the Term of Agreement. For purposes of this Agreement, from and after the Merger Date, "Board" refers to the Board of Directors of Bell Atlantic. In addition, you will continue to serve as the Chief Executive Officer of GTE ("CEO") through the earlier of June 30, 2004, or the Merger Date. If the Merger Date occurs before June 30, 2002, you will serve as Co-CEO from the Merger Date through June 30, 2002. If the Merger Date occurs before June 30, 2004, you will serve as a consultant to GTE during the Consulting Term. During the Term of Employment, you will continue to receive the same benefits as other senior executives of GTE (except that you will not receive involuntary separation program ("ISEP") or other separation and severance benefits). In addition, the terms of your employment and the terms of your service as Chairman of the Board and as consultant will be governed by the following:

DUTIES AND RESPONSIBILITIES - During the Term of Employment, you will continue to perform your duties and responsibilities fully and faithfully as Chairman and CEO of GTE, reporting only to the Board; provided that if the Merger occurs before July 1, 2002, you will serve as Co-CEO from the Merger Date through

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January 14, 1999

June 30, 2002. During the Term of Employment, you will continue to devote your entire business skill, time, and effort diligently to the affairs of GTE in accordance with the duties assigned to you, and you will perform all such duties, and otherwise conduct yourself, in a manner reasonably calculated in good faith by you to promote the best interests of GTE. During the Term of Employment, except to the extent specifically permitted in writing by the Board, and except for memberships on boards of directors that you hold on the date of this Agreement, you will not, directly or indirectly, render any services of a business, commercial, or professional nature to any other person or organization other than a GTE Company or a person or organization in which GTE has a financial interest, whether or not the services are rendered for compensation.

During the Consulting Term, you will continue to serve as Chairman of the Board and will make yourself available, at GTE's request, to provide consulting services to GTE. During the Consulting Term, your relationship with GTE will be that of an independent contractor, and not that of an employee.

LOCATION - During the Term of Employment, you will perform services for GTE at your current location, at GTE's headquarters, or at any other location designated by GTE as necessary or appropriate for the discharge of your responsibilities under this Agreement. In the event of any change in your principal work location during the Term of Employment, you will be eligible for relocation assistance under the terms of any GTE relocation policy then applicable to other senior executives of GTE.

During the Consulting Term, GTE will provide you, at GTE's expense, with appropriate office space and related administrative support at a mutually agreeable location. GTE will reimburse you for all reasonable expenses that you incur in discharging your duties and responsibilities to GTE during the Consulting Term. At your request, GTE will give you access during the Consulting Term to GTE's airplane(s) in accordance with the GTE policy for a non-employee Chairman in effect at the time you make such a request.

In addition, from July 1, 2004, through June 30, 2009, GTE will provide you, at GTE's expense, with appropriate office space and related administrative support at a mutually agreeable location.

Charles R. Lee
January 14, 1999

BASE SALARY - During the Term of Employment, your annual base salary will not be less than $1,250,000 per year; provided that if you are granted a merit increase in your base salary, your base salary will not thereafter be reduced below that increased level during the Term of Employment. GTE's Executive Compensation and Organizational Structure Committee or its successor (the "ECC") will review your base salary annually to consider whether you should be awarded a merit increase in your base salary. In considering whether to grant you a merit increase, the ECC will take into account, among other factors, your performance, corporate performance, and market data.

CONSULTING FEE - During the Consulting Term, you will receive a consulting fee of $250,000 per calendar month, and you will not be entitled to receive, by reason of your status as Chairman and consultant, any of the compensation or benefits that GTE provides to employees or to non-employee members of the Board. Of course, in accordance with this Agreement, you may, during the Consulting Term, be entitled to certain compensation and benefits by reason of your status as a former GTE employee.

EIP AND LTIP - During the Term of Employment, on an annual basis, GTE will provide you with the opportunity to earn an annual bonus in accordance with the terms and conditions of the GTE Executive Incentive Plan or any successor plan ("EIP"), and an annual grant of a long-term incentive opportunity (currently, a stock option grant and a performance bonus award) in accordance with the terms and conditions of the GTE Long-Term Incentive Plan or any successor plan ("LTIP"), at a level that is no less than the total opportunity offered to you immediately before your execution of this Agreement.

LONG-TERM PERFORMANCE INCENTIVE - Upon your execution of this Agreement, GTE will credit $10,000,000 to a deferred account (the "Account") for you. The value of the Account will be adjusted (upward or downward as appropriate) to reflect the value that the Account would have if the balance in the Account were invested in a mutual fund designated by you. The Account will be credited with interest at the "Corporate Average" yield of long-term, high-grade corporate bonds as reported by Moody's Investors Service, or such other substantially similar yield as may be designated under the LTIP deferral regulations, from January 1, 1999, until the date on which your initial mutual fund designation becomes effective. Quarterly (or more frequently, if permitted by the ECC or its designee), you may change the designated mutual fund on a prospective basis. The crediting of interest and investment performance and

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January 14, 1999

the designation, or change in designation, of a mutual fund pursuant to this paragraph will be in accordance with any reasonable rules or requirements imposed by the ECC or its designee.

You will become vested in the value of the Account (the "Account Balance") as follows: You will become vested in 60% of the value of the Account (the "Account Balance") if you are actively employed by GTE on December 31, 2001. You will become 80% vested in the Account Balance if you are actively employed by GTE on December 31, 2002. You will become 100% vested in the Account Balance if you are actively employed by GTE on December 31, 2003. Notwithstanding the foregoing, if the Merger becomes effective, you will become 100% vested in the Account Balance if you are actively employed by GTE on the later of (i) the Merger Date or (ii) June 30, 2002.

The Payable Amount, as defined below (if any) will be paid to you (or, in the event of your death, your beneficiary) in cash as soon as practicable after the vested percentage of the Account Balance increases in accordance with the preceding provisions of this Section ("Long-Term Performance Incentive"), except to the extent that you elect to defer payment in accordance with deferral rules prescribed by GTE. The amounts to be paid, provided, or credited pursuant to this Section will not be treated as compensation for purposes of computing or determining any additional benefit to be paid, provided, or credited under any savings plan, insurance plan, pension plan, or other employee benefit plan maintained by GTE.

The Payable Amount will be calculated as follows:

o First, the value of the Account Balance, determined as of the date on which the vested percentage increases, will be multiplied by the then-current vested percentage to produce the Vested Balance.

o Second, the Vested Balance will be multiplied by the Performance Percentage prescribed by the following table to determine the Cumulative Vested Amount:

 EPS Growth                Performance Percentage
 ----------                ----------------------

At least 10%.........................70%
At least 14.4%......................100%
At least 17.3%......................130%

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January 14, 1999

If EPS Growth is less than 10%, the Performance Percentage will be zero or such higher amount as may be determined by the ECC. If EPS Growth is between 10% and 14.4% or between 14.4% and 17.3%, the Performance Percentage will be determined by linear interpolation. The ECC may adjust the EPS Growth goals in the table above at any time, and will adjust these goals after the Merger, as it deems equitable in its sole discretion.

The ECC will have the sole discretion to determine EPS Growth. The ECC's determination of EPS Growth, which will be final and binding, will be made as follows: EPS Growth will measure the percentage increase in GTE's annual earnings per share ("EPS") over GTE's EPS for its 1998 fiscal year of $3.07 per share. GTE's EPS will be determined on the basis of the fully diluted earnings per share reported in GTE's annual consolidated financial statements for each year (or, for a period of less than a full fiscal year, as reported on GTE's Form 10-Q). In determining EPS Growth, the ECC will have the discretion to take into consideration any or all of the following: (1) the effects of business combinations; (2) the effects of discontinued operations (including loss on disposal of a line of business or class of customer); (3) changes in accounting principles; (4) extraordinary items; (5) restructuring charges; and (6) changes in tax law. Items (1) and (2) will be as defined in accordance with Generally Accepted Accounting Principles ("GAAP"), and items (3) through (6) will be as defined in accordance with GAAP and as defined and as disclosed in GTE's financial statements. When the ECC determines EPS Growth, the ECC will determine EPS Growth on the basis of the compound annual rate of growth over the entire period since December 31, 1998. If the vested percentage of the Account Balance increases in accordance with the preceding provisions of this Section ("Long-Term Performance Incentive") on a date other than the last day of GTE's fiscal year, the Performance Percentage will be determined as of the end of the most recent GTE fiscal quarter ending on or before such date.

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January 14, 1999

o Third, the Payable Amount will be calculated by subtracting all amount(s) previously paid or deferred pursuant to this Section ("Long-Term Performance Incentive"), and the earnings that would have accrued thereon if such amount(s) had not been paid or deferred, from the Cumulative Vested Amount. If the Payable Amount is zero or less, no amount will be paid to you (and you will not be required to make any payment to GTE) pursuant to this Section. Attachment A illustrates how the calculations will be made.

MERGER IMPLEMENTATION AND RETENTION INCENTIVE PROGRAM - You will participate in the GTE Merger Implementation and Retention Incentive Program (the "Program") on the same terms as other senior executives of GTE. The terms of the Program that apply to you will be set forth in a separate agreement between you and GTE.

RETIREMENT -

ADDITIONAL PENSION CREDIT - Except as provided in the Section captioned "Termination of Employment," GTE will provide you with the following pension benefits if you remain employed by the GTE Companies until the end of the Term of Employment:

(i) EXTRA SERVICE CREDIT. You will be credited with an extra year of service for each year that you actually work or consult for the GTE Companies during the Term of Agreement for purposes of determining your pension benefits. An extra year of service will be prorated for the partial year that is included in the Term of Agreement.

(ii) AVERAGE COMPENSATION. Your pension will be calculated on the basis of the highest of (a) your final year of pensionable compensation as an employee, (b) your final average three years of pensionable compensation as an employee, or (c) your final average five years of pensionable compensation as an employee.

(iii) PENSION COMMENCEMENT DATE. Your pension (calculated in accordance with the provisions of this Section ("Additional Pension Credit") may commence immediately following the end of the Term of Employment, or later, taking into account any service credit to be granted for the

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subsequent Consulting Term (if any) in accordance with the provisions of paragraph (i), above.

(iv) PLAN AMENDMENT. If any GTE tax-qualified defined benefit plan in which you participate (the "Qualified Plan") is amended after the date of this Agreement, your benefits under the GTE Supplemental Executive Retirement Plan or any successor thereto (the "SERP") will be equal to the greater of the benefits determined under the terms of the Qualified Plan in effect on the date of this Agreement or the benefits determined under the terms of the Qualified Plan and the SERP in effect on the date as of which your benefits are determined (taking into account in each case the extra service credit provided by paragraph (i), above, and the compensation adjustment prescribed by paragraph (ii), above), offset by any benefits due to you from the Qualified Plan. There will be no duplication of benefits between the pension benefits prescribed by the preceding provisions of this paragraph (iv) and the pension payable from the Qualified Plan or the SERP.

If your employment terminates before the end of the Term of Employment by reason of involuntary termination for Cause (as defined below) or by reason of your voluntary termination of employment without Good Reason (as defined below), you will not be entitled to the benefits provided by the provisions of this Section ("Additional Pension Credit").

If your employment terminates before the end of the Term of Employment by reason of your death or Disability (as defined below), you will be credited with an extra year of service for each year for which you actually worked for the GTE Companies during the Term of Employment for purposes of determining your pension benefits, but you will not be entitled to any other benefits under the preceding provisions of this Section ("Additional Pension Credit").

Notwithstanding the preceding provisions of this Section ("Additional Pension Credit"), if you have a Qualifying Termination following a Change in Control (as those terms are defined in the Executive Severance Agreement between you and GTE Service Corp., dated June 4, 1998 (the "ESA")), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until June 30, 2004, including the service credit provided in accordance with this Section, in lieu of the service credit provided by your ESA; provided that your pension will be payable immediately following

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January 14, 1999

the Qualifying Termination; provided further that your pensionable compensation will be deemed equal to 100% of your Base Amount (as defined in your ESA) if that produces a greater benefit than if your pensionable compensation were calculated in accordance with paragraph (ii) of this Section; provided, however, that the foregoing benefits are contingent upon your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and Confidentiality. However, the other provisions of your ESA will not be adversely affected by this Agreement.

Notwithstanding the preceding provisions of this Section ("Additional Pension Credit"), if GTE terminates your employment under this Agreement for any reason other than death, Disability (as defined below), or Cause (as defined below), and you do not have a Qualifying Termination following a Change in Control (as those terms are defined your ESA), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until June 30, 2004, including the service credit provided in accordance with this Section; provided that your pension will not begin before the Term of Employment ends; provided further that your pension will be calculated on the basis of the highest of (a) your final year of pensionable compensation, (b) your final average three years of pensionable compensation, (c) your final average five years of pensionable compensation, or (d) your final average five years of pensionable compensation while you are employed; provided, however, that the foregoing benefits are contingent upon your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and "Confidentiality."

For purposes of the preceding provisions of this Section ("Additional Pension Credit"), "pensionable compensation" means compensation as defined by the applicable pension plan, and any pensionable compensation paid pursuant to the
Section captioned "Termination Provisions" after your employment terminates will be treated as paid when it would have been paid if your employment had not terminated.

The benefits provided by the preceding provisions of this Section ("Additional Pension Credit") will be paid out of GTE's funded plans, out of GTE's general assets, or both, at GTE's discretion.

Charles R. Lee
January 14, 1999

FINANCIAL COUNSELING - If you continue as an employee of (or consultant to) GTE until June 30, 2004, in accordance with this Agreement, then from July 1, 2004, through June 30, 2006, GTE will provide you with financial counseling assistance consistent with the GTE policy then in effect for other senior executives, subject, however, to your execution of the release prescribed by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality."

TERMINATION PROVISIONS -

o CHANGE IN CONTROL - Upon the occurrence of a Qualifying Termination following a Change in Control (as those terms are defined in your ESA) during the Term of Employment, you will be entitled to receive additional pension benefits in accordance with the Section captioned "Additional Pension Credit." Upon the occurrence of a Qualifying Termination following a Change in Control during the Term of Employment, you also will become entitled to receive (1) two years of financial counseling assistance consistent with the GTE policy then in effect for other senior executives, and (2) the Long-Term Performance Incentive, payable in accordance with (and on the date(s) prescribed by) the Section captioned "Long-Term Performance Incentive" (or, if greater, the amount that would have been payable in accordance with such Section if the Performance Percentage were 100%), subject in each case to your execution of the release prescribed by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality." Although you will not be entitled to any additional payments, benefits, or grants under this Agreement following the Qualifying Termination, you also will receive any other benefits to which you are entitled under your ESA.

If you incur a Qualifying Termination after a Change in Control (as those terms are defined in your ESA) during the Term of Employment, except as provided above in this Section ("Change in Control"), your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. If the preceding provisions of this Section ("Change in Control") apply, you will not be entitled to payments or benefits under the following Sections that address termination of employment under other circumstances.

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January 14, 1999

o VOLUNTARY TERMINATION BY YOU - You may terminate your employment under this Agreement at any time by giving the Board written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination (such period not to include vacation). The termination will automatically become effective upon the expiration of the 30-day notice period. Upon the effective date of such termination, your base salary and any other GTE benefits will cease to accrue, you will forfeit all unvested stock options and the then-unvested portion of your Account Balance (as defined in the Section captioned "Long-Term Performance Incentive"), you will forfeit all rights under this Agreement which as of the relevant date have not yet been earned under this Agreement, and you will not receive any consulting fees. A termination of employment in accordance with this Section ("Voluntary Termination by You"), including retirement, will be deemed a "Voluntary Termination."

During the Consulting Term, you may terminate your service as Chairman of the Board and as consultant to GTE under this Agreement at any time by giving the Board written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination. The termination will automatically become effective upon the expiration of the 30-day notice period. Upon the effective date of such termination, your consulting fee will cease to accrue, and your rights to office space, administrative support, and access to GTE airplane(s) will terminate. For purposes of this Agreement, if you terminate your service as either Chairman of the Board or consultant to GTE under this Agreement, you will be deemed to terminate your service in both capacities.

o TERMINATION DUE TO DEATH OR DISABILITY - If, during the Term of Employment, you terminate employment because of your death or Disability (as defined below), you will immediately become 100% vested in your Account Balance, and your Account Balance will be distributed immediately to you (or, in the event of your death, your beneficiary), based on EPS Growth as of the end of the most recent GTE fiscal quarter ending on or before the date your employment terminates. Except as provided by the preceding sentence, if, during the Term of Employment, you terminate employment on account of death or Disability (as defined below), your base salary and other GTE benefits will cease to accrue, you will not receive any consulting fees, and GTE will pay you or your beneficiary, as appropriate, all benefits to

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which you or your beneficiary has a right pursuant to GTE's compensation and benefit plans. For purposes of this Agreement, you will be considered to have a Disability if an illness or injury prevents you from performing your duties (as they existed immediately before the illness or injury) on a full-time basis for six consecutive months.

If, during the Consulting Term, you terminate your service as Chairman of the Board and as consultant to GTE under this Agreement because of your death or disability, your consulting fee will cease to accrue, and your right to office space, administrative support, and access to GTE airplane(s) will terminate.

o INVOLUNTARY TERMINATION BY GTE - GTE may terminate your employment under this Agreement at any time, for any reason. However, if GTE terminates your employment for any reason other than death, Disability (as defined above), or Cause (as defined below), such termination will be deemed an Involuntary Termination by GTE, and, subject to your signing and delivering the release required by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality," you will be entitled to receive the following payments, credits, and benefits, in lieu of any payment, credit, or benefit otherwise provided pursuant to the Sections captioned "General," "Base Salary," "Consulting Fee," "EIP and LTIP," "Long-Term Performance Incentive," and "Retirement," provided that each payment, credit, and benefit will be contingent upon the absence, at the time such payment, credit, or benefit is due, of any act that would constitute a breach of this Agreement by you, and provided further that each such payment, credit, or benefit will be paid or provided at the same time that the payment, credit, or benefit that it replaces otherwise would have been paid or provided:

o Salary. An amount equal to the salary that would have been paid to you under the Section captioned "Base Salary" through the remaining Term of Employment, based on the rate of salary in effect under such Section immediately prior to your separation from service with the GTE Companies.

o Consulting Fee. An amount equal to the consulting fees that would have been paid to you under the Section captioned "Consulting Fee" through the remainder of the Consulting Term.

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o EIP. An amount equal to the value of the awards that you would have been entitled to receive under the EIP for the remaining Term of Employment, equal to 115% of norm (or its equivalent) at your salary level for each year (but not more than the actual corporate rating for that year) multiplied by the percentage of the year that occurs before the end of the Term of Employment. The amounts determined pursuant to this paragraph will be paid to you in accordance with the provisions of the EIP that apply from time to time to other senior executives of GTE.

o Stock Options. Stock appreciation rights ("SARs") with respect to the same number of shares that are subject to stock options granted, after the date of your separation from service, pursuant to the LTIP to the CEO during the Term of Employment. Such SARs will be subject to the same terms and conditions (including the date of grant) that apply to such stock options, except that (1) the SARs will be fully vested at the end of the Term of Employment, and (2) you will have a period of at least 90 days following the Term of Employment within which to exercise the SARs. In addition, with respect to any and all GTE stock options that are outstanding on the date of your separation from service, you will be deemed, for purposes of determining the duration of your right to exercise any and all such stock options, to have remained in active service with the GTE Companies 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 LTIP; provided that at the end of the Term of Employment, all then-nonvested options will be immediately vested, and you will have a minimum of 90 days from the end of the Term of Employment to exercise all then-outstanding GTE stock options (but not exceeding the maximum exercise period permitted by the LTIP).

o LTIP Awards. The value of your then-outstanding and future performance-bonus awards (that is, the cash bonus awards under the LTIP), if any, which will be deemed equal to 75% of target (or its equivalent) for your salary level for each award cycle (but not more than the actual corporate rating for the award cycle) multiplied by the percentage of the award cycle that occurs before the end of the Term of Employment; provided that, for purposes of this paragraph, any target award that has not been established at your separation from

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service will be deemed to be equal to the target award established at the time of each award cycle for the CEO. The amounts determined pursuant to this paragraph ("LTIP Awards") will be paid to you in accordance with the provisions of the LTIP that apply from time to time to other senior executives of GTE.

o Long-Term Performance Incentive. The Long-Term Performance Incentive payments prescribed by the Section captioned "Long-Term Performance Incentive," paid in accordance with the provisions of such Section as though you had not separated from service before the end of the Term of Employment (or, if greater, the amount that would have been payable in accordance with such Section if the Performance Percentage were 100%), subject to your execution of the release prescribed by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality."

o Retirement Benefits. The retirement benefits prescribed by the next-to-last paragraph of the Section captioned "Additional Pension Credit," paid in accordance with the terms of that paragraph.

o Financial Counseling and Outplacement. Financial planning services for two years, and outplacement services, consistent with GTE policy then in effect for other senior executives.

o Other Benefits. All other payments, benefits, and grants due you under this Agreement (but excluding all perquisites, e.g., club memberships, credit cards, air travel rights, car allowance, and car service (which will cease)) until the end of the Term of Employment, as and when such payments, benefits, and grants would have been provided if your employment under this Agreement had not been terminated.

Notwithstanding the foregoing provisions of this Section ("Involuntary Termination by GTE"), all cash compensation (e.g., base salary and annual and long-term cash bonus awards) otherwise payable to you following the termination of your employment will be reduced by any cash compensation
(e.g., hiring bonus, base salary, or annual or long-term cash bonus award)
that you earn or become entitled to that is attributable to the same period

of

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time as a result of your subsequent employment or self-employment, disregarding for this purpose any pension benefits to which you are entitled under this Section.

For as long as GTE has obligations to you under this Section ("Involuntary Termination by GTE"), you will keep GTE informed regarding the terms and conditions of any subsequent employment or self-employment and the corresponding compensation and benefits earned from such employment or self-employment, and you will provide or cause to be provided to GTE, in writing, correct, complete, and timely information concerning the same.

If, during the Consulting Term, GTE terminates your service as Chairman of the Board and consultant for any reason other than death, disability, or Cause, you will be entitled to receive an amount equal to the consulting fees that would have been paid to you during the remainder of the Consulting Term as and when such fees otherwise would have been paid to you, subject to your signing and delivering the release required by the
Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality."

o TERMINATION FOR GOOD REASON - You may terminate your employment under this Agreement for Good Reason by giving the Board 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. For purposes of this Agreement, "Good Reason" means a material breach by GTE of the terms and conditions of this Agreement.

Notwithstanding the foregoing, GTE will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by GTE within the 15-day period, the action in question will not constitute Good Reason.

Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve GTE, and GTE's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above.

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If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

During the Consulting Term, you may terminate your service as Chairman of the Board and as a consultant to GTE for Good Reason in accordance with the procedures that apply to the termination of your employment for Good Reason, described above in this Section ("Termination for Good Reason"). If you so terminate your service for Good Reason, you will be entitled to receive an amount equal to the consulting fees that would have been paid to you during the remainder of the Consulting Term as and when such fees otherwise would have been paid to you, subject to your signing and delivering the release required by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality."

o TERMINATION FOR CAUSE - Nothing in this Agreement prevents GTE from terminating your employment under this Agreement for Cause. In the event of your termination for Cause, you will forfeit the then-unvested portion of your Account Balance, and GTE will pay you your full accrued base salary and accrued vacation time through the date of your termination, and GTE will have no further obligations under this Agreement.

For purposes of this Agreement, "Cause" is defined as a good faith determination by the Board, after consultation with outside legal counsel that you have committed an act or omission that is materially contrary to GTE's best interests or that you materially breached any of the terms and conditions of this Agreement. Notwithstanding the foregoing, you will not be deemed to have been terminated for Cause unless and until you are furnished with a notice, consisting of a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a duly held meeting of the Board (with reasonable notice to you and an opportunity for you, together with counsel, to be heard before the Board) finding that you have engaged in the conduct described in this paragraph and specifying the particulars thereof in detail. The Board may not delegate or assign its duties under this paragraph.

Nothing in this Agreement prevents GTE from terminating your service as Chairman of the Board and consultant under this Agreement for Cause (as

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defined above) during the Consulting Term. In the event of such a termination for Cause, your consulting fees will cease to accrue, your rights to office space, administrative support, and access to GTE airplane(s) will terminate, and GTE will have no further obligations under this Agreement.

RESCISSION - If the ECC determines in its sole discretion that (i) consummation of a transaction may be contingent upon the parties' ability to use pooling of interest accounting and (ii) a provision of this Agreement would preclude the use of pooling of interest accounting, the ECC may, in its sole discretion, eliminate or modify that provision to the extent required to allow pooling of interest accounting. If the Long-Term Performance Incentive is rescinded pursuant to this Section ("Rescission"), the covenants appearing in paragraphs
(a), (b), and (c) of the Section captioned "Covenants" will no longer apply to you.

RELEASE - You will not be entitled to any benefits under this Agreement following the termination of your employment and/or consulting relationship unless, at the time you terminate your employment or consulting relationship, you execute a release satisfactory to GTE releasing GTE, its affiliates, shareholders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all employment-related, consulting-related, or service-related claims you or your successors and beneficiaries might then have against them (excluding any claims you might then have under this Agreement, your ESA, or any employee benefit plan that is subject to the vesting standards imposed by the Employee Retirement Income Security Act of 1974, as amended).

COVENANTS - In consideration for the benefits and agreements described above, you agree that:

(a) PROHIBITED CONDUCT - During your employment and/or consulting relationship with GTE, and for a period ending with the later of (i) 24 months following the termination of such employment or consulting relationship for any reason or (ii) June 30, 2004, you, without the prior approval of the Board (provided by a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a duly held meeting of the Board), will not:

o personally engage in Competitive Activities (as defined below); or

Charles R. Lee
January 14, 1999

o 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 that your 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 your 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 (i) which are sold (or, pursuant to an existing business plan, will be sold) to paying customers of one or more GTE Companies, and (ii) for which you then have responsibility to plan, develop, manage, market, or oversee, or had any such responsibility within your most recent 24 months of employment and/or other service with the GTE Companies. Notwithstanding the previous sentence, a business activity shall not be treated as a Competitive Activity if the geographic marketing area of the relevant products or services sold by you or a third party does not overlap with the geographic marketing area for the applicable products and services of the GTE Companies.

(c) INTERFERENCE WITH BUSINESS RELATIONS - During the period of your employment and/or consulting relationship with any GTE Company, and for a period ending with the later of (i) 24 months following the termination of such employment and/or consulting relationship for any reason or (ii) June 30, 2004, you will not, without the written approval of the Board (provided by a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a duly held meeting of the Board):

o recruit or solicit any employee of any GTE Company for employment or for retention as a consultant or service provider;

o hire or participate (with another company or third party) in the process of hiring (other than for a GTE Company) any person who is then an employee of any GTE Company, or provide names or other information about GTE employees to any person or business (other than a GTE

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January 14, 1999

Company) under circumstances which could lead to the use of that information for purposes of recruiting or hiring;

o interfere with the relationship of any GTE Company with any of its employees, agents, or representatives;

o solicit or induce, or in any manner attempt to solicit or induce, any client, customer, or prospect of a GTE Company (1) to cease being, or not to become, a customer of a GTE Company or (2) to divert any business of such customer or prospect from a GTE Company; or

o otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between any GTE Company and any of its customers clients, prospects, suppliers, consultants, or employees.

(d) RETURN OF PROPERTY; INTELLECTUAL PROPERTY RIGHTS - You agree that on or before your termination of employment and/or consulting relationship with all GTE Companies for any reason, you will return to the appropriate GTE Company all property owned by each such company or in which any such company has an interest, including files, documents, data and records (whether on paper or in tapes, disks, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that GTE or an applicable GTE Company is the rightful owner of any programs, ideas, inventions, discoveries, copyright material, or trademarks that you may have originated or developed, or assisted in originating or developing, during your period of employment and/or consulting with any GTE Company, where any such origination or development involved the use of company time or resources, or the exercise of your responsibilities for or on behalf of any such company. You will at all times, both before and after termination of your employment and/or consulting relationship, cooperate with GTE in executing and delivering documents requested by any GTE Company, and taking any other actions, that are necessary or requested by GTE to assist any GTE Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, copyright material, or trademarks, and to vest title thereto in the applicable company.

(e) PROPRIETARY AND CONFIDENTIAL INFORMATION - You will at all times preserve the confidentiality of all proprietary information and trade secrets of any and all

Charles R. Lee
January 14, 1999

GTE 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 that is treated as confidential within the business of any GTE Company, such as strategic or tactical business plans; undisclosed financial data; ideas, processes, methods, techniques, systems, patented or copyrighted information, models, devices, programs, computer software, or related information; documents relating to regulatory matters and correspondence with governmental entities; undisclosed information concerning any past, pending, or threatened legal dispute; pricing and cost data; reports and analyses of business prospects; business transactions which are contemplated or planned; research data; personnel information and data; identities of users and purchasers of any GTE Company's products or services; and other confidential matters pertaining to or known by one or more GTE Companies, including confidential information of a third party which you know or should know a GTE Company is bound to protect.

(f) WAIVER - Nothing in this Agreement will bar you from requesting, at the time of your termination of your employment and/or consulting relationship or at any time thereafter, that the Board, in its sole discretion, waive in writing GTE's rights to enforce some or all of this Section ("Covenants"). Any such waiver must be effected by a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a duly held meeting of the Board.

(g) OTHER AGREEMENTS AND POLICIES - The obligations imposed on you by this
Section ("Covenants") are in addition to, and not in lieu of, any and all other policies and agreements of GTE regarding the subject matter of the foregoing obligations.

MISCELLANEOUS -

NONDUPLICATION OF BENEFITS/NO SEVERANCE - The payment of any benefits hereunder will be in lieu of any GTE Involuntary Separation Program ("ISEP") or other separation or severance benefits and will fulfill all GTE obligations under associated plans and programs, except to the extent that you become entitled to such benefits after a Qualifying Termination following a Change in Control (as those terms are defined in you ESA). No provision of this Agreement will require GTE to provide you with any payment, benefit, or grant that duplicates any payment, benefit, or grant that you are entitled to receive under the ESA or

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January 14, 1999

under any GTE compensation or benefit plan, award agreement, or other arrangement.

OTHER GTE PLANS - Except to the extent otherwise explicitly provided by this Agreement, any awards made to you under any GTE compensation or benefit plan or program will be governed by the terms of that plan or program and any applicable award agreement thereunder. Notwithstanding the foregoing, you will not be entitled to participate in any GTE compensation or benefit plan that is established after your employment with Service Corp. terminates, and except as specifically provided in this Agreement, you will not be entitled to any additional grants or awards under any GTE compensation or benefit plan after your employment with Service Corp. terminates.

FORFEITURE OF DEFERRED AMOUNTS - If you breach any of the obligations set forth in the Section captioned "Covenants" or engage in serious misconduct that is contrary to written policies of GTE or is harmful to any GTE Company or its reputation, you may forfeit all or part of any amounts that you defer or accrue under any GTE-sponsored deferred compensation program after your execution of this Agreement and any interest or earnings thereon.

PAYMENTS SUBJECT TO EXCISE TAX - Your ESA provides for the payment of an additional amount if you receive any amount that is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.

EFFECT ON EXECUTIVE SEVERANCE AGREEMENT - The execution of this Agreement will not alter or amend your ESA; provided that the execution of this Agreement, the provision of compensation and benefits pursuant to this Agreement, and the assignment to you of duties and responsibilities in accordance with this Agreement will not create a "Good Reason" for purposes of your ESA.

WAIVER - Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement will not be deemed a waiver of such term, covenant, or condition, nor will 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.

TAXES - GTE may withhold from any benefits payable under this Agreement all taxes that GTE reasonably determines to be required pursuant to any law,

Charles R. Lee
January 14, 1999

regulation, or ruling. However, it is your obligation to pay all required taxes on any amounts provided under this Agreement, regardless of whether withholding is required.

CONFIDENTIALITY - Except to the extent otherwise required by law, you will not disclose, in whole or in part any of the terms of this Agreement. This Section ("Confidentiality") does not prevent you from disclosing the terms of this Agreement to your spouse or to your legal or financial adviser, provided that you take all reasonable measures to assure that he or she does not disclose the terms of this Agreement to a third party except as otherwise required by law.

GOVERNING LAW - To the extent not preempted by federal law, the provisions of this Agreement will be construed and enforced in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.

ASSIGNMENT - Service Corp. may, without your consent, assign its rights and obligations under this Agreement to any other entity that is a part of GTE, and if Service Corp. makes such an assignment, all references in his Agreement to "Service Corp." will be deemed to refer to the assignee. However, you may not assign your rights and obligations under this Agreement.

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

Charles R. Lee
January 14, 1999

ADDITIONAL REMEDIES - In addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have, you acknowledge that (i) the covenants in the Sections captioned "Covenants" and "Confidentiality" are essential to the continued good will and profitability of GTE; (ii) you have broad-based skills that will serve as the basis for employment opportunities that are not prohibited by the covenants in the Sections captioned "Covenants" and "Confidentiality;" (iii) when your employment and/or consulting relationship with GTE terminates, you will be able to earn a livelihood without violating any of the terms of this Agreement; (iv) irreparable damage to GTE will result in the event that the foregoing sections of this Agreement are not specifically enforced and that monetary damages will not adequately protect GTE from a breach of these sections of the Agreement; (v) if any dispute arises concerning the violation by you of these provisions of the Agreement, 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; (vi) such covenants will continue to apply after any expiration, termination, or cancellation of this Agreement; (vii) your breach of any of such covenants will result in your immediate forfeiture of all rights under this Agreement; and (viii) in the event of any such breach by you, you will, at GTE's request, return all payments made pursuant to this Agreement. You further agree that you will pay for any applicable attorneys' fees and court costs incurred by GTE if GTE is required to seek the enforcement of or to defend the terms of this Agreement.

SURVIVAL - The provisions in the Sections captioned "Covenants" and "Miscellaneous" will survive the Term of Agreement. If your employment and/or consulting relationship with GTE continues after the Term of Agreement, you will be subject to the obligations imposed by each of such Sections with respect to such employment and/or consulting relationship. Any obligations that GTE has incurred under this Agreement to provide benefits that have vested under the terms of this Agreement (including GTE's obligations in the Section captioned "Retirement") will likewise survive the Term of Agreement. Except as provided by the preceding provisions of this Section ("Survival"), the terms of your employment (if any) after the end of the Term of Employment will not be governed by this Agreement.

ARBITRATION - Any dispute arising out of or relating to this Agreement, except any dispute arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," and any dispute arising out of or relating to your

Charles R. Lee
January 14, 1999

employment, except a dispute arising solely out of, or relating solely to, your ESA, will be settled by final and binding arbitration, which will 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 GTE arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," GTE has retained all its rights to legal and equitable recourse and relief, including but not limited to injunctive relief, as referred to in Section captioned "Additional Remedies". The arbitration will be expedited and conducted in the State of 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 will be governed by the Federal 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 will 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. Each party hereby agrees that the State of New York is the proper venue for any litigation seeking to enforce any provision of this Agreement or to enforce any arbitration award under this Section, and each party hereby waives any right it otherwise might have to defend, oppose, or object to, on the basis of jurisdiction, venue, or forum nonconveniens, a suit filed by the other party in any federal or state court in the State of New York to enforce any provision of this Agreement or to enforce any arbitration award under this Section. Each party also waives any right it might otherwise have to seek to transfer from a federal or state court in the State of New York a suit filed by the other party to enforce any provision of this Agreement or to enforce any arbitration award under this Section.

ENTIRE AGREEMENT - Except for the terms of the ESA and the other compensation and benefit plans in which you participate, this Agreement sets forth the entire understanding of you and GTE, and supersedes all prior agreements and communications, whether oral or written, between GTE and you. This Agreement will not be modified except by written agreement of you and GTE.

Charles R. Lee
January 14, 1999

Chuck, I believe that this generous offer provides you and your family with financial security as our industry and GTE evolve. We recognize that the requirements that have been and will be placed on you are significant. It is my hope that this compensation arrangement provides you with a level of comfort to allow you to continue to perform your responsibilities in an exemplary manner. Please indicate your acceptance by signing below and returning this Agreement to me by January 29, 1999.

Sincerely yours,

Russell E. Palmer,
on behalf of the Executive Compensation
and Organizational Structure Committee
of the Board of Directors of GTE Corporation

J. Randall MacDonald,
on behalf of GTE Corporation

I agree to the terms described above.

Charles R. Lee
January 14, 1999
Attachment

----------------------------------------------------------------------------------------------
           Year(1)                 Threshold               Target                Maximum
                                     (10%)                 (14.4%)               (17.3%)
2001
-        Cumulative EPS             $11.19                 $12.13                 $12.77
-        Bonus(2)                    $4.2                   $6.0                   $7.8

2002
-        Cumulative EPS             $15.69                 $17.39                 $18.58
-        Bonus(2)                    $1.4                   $2.0                   $2.6

2003
-        Cumulative EPS             $20.64                 $23.41                 $25.40
-        Bonus(2)                    $1.4                   $2.0                   $2.6

==============================================================================================

Targets upon Merger
Effective Time

June 30, 2002
-        Cumulative EPS             $13.44                 $14.76                 $15.68
-        Bonus(2)                    $2.8                   $4.0                   $5.2

----------------------------------------------------------------------------------------------

(1) Performance reflects results for the fiscal year noted
(2) Bonus amounts are before any additional earnings have been calculated

Note: Interpolation would be used for performance in between the points shown on the chart. Earnings shown assume consistent performance from year to year. The ECC may adjust the EPS Growth goals at any time, and will adjust these goals after the Merger, as it deems equitable in its sole discretion.

EXHIBIT 10.3

January 7, 1999

Kent B. Foster
[Address]
[Address]

Dear Kent:

I am pleased to offer you this employment agreement (the "Agreement") with GTE Service Corporation ("Service Corp.") which will provide for employment stability for you and long-term wealth creation opportunity for you and your family. In return, GTE can expect your continued leadership for the foreseeable future as well as your value-added advice and counsel on the broad array of issues and challenges facing GTE today and in the future.

PURPOSE - Service Corp. enters into this Agreement with you because the rapidly-changing and increasingly global telecommunications market, which has resulted from the Telecommunications Act of 1996, and the proposed merger between GTE Corporation and Bell Atlantic Corporation ("Bell Atlantic") or a subsidiary of Bell Atlantic (the "Merger") have required and will require GTE to make critical strategic, marketing, and technical decisions. These decisions by GTE will be based, in whole or in part, on confidential analyses of the evolving telecommunications market, confidential assessments of the technical capabilities and strategic plans of GTE and competing businesses, and confidential or proprietary information regarding GTE's technology, resources, and business opportunities or other confidential or proprietary information relating to GTE's business. Service Corp. seeks by this Agreement to ensure that you remain a part of the executive management team that plays a central role in this decision-making process.

In consideration for your entering into this Agreement, including the restrictions on the disclosure and use of confidential or proprietary information and the limitations on your engaging in competitive activities, Service Corp. is providing you with the security of a fixed-term agreement, a long-term retention incentive, participation in the GTE Merger Implementation and Retention Incentive Program, and other benefits.

Kent B. Foster
January 7, 1999

GENERAL - Under this Agreement, you will continue as a Corporate Officer and Senior Executive of GTE. During the Term of Employment (as defined below), you will continue to receive the same benefits as other senior executives of GTE at your salary level (except that you will not receive involuntary separation program ("ISEP") or other separation and severance benefits). In addition, the terms of your employment will be governed by the following:

TERM - The term of employment under this Agreement ("Term of Employment") will commence on October 1, 1998, and end on September 30, 2002.

DUTIES AND RESPONSIBILITIES - You will continue to perform your duties and responsibilities fully and faithfully (i) as a director, so long as you are elected and serving, and (ii) as an officer, reporting only to the Board of Directors of GTE Corporation ("Board") and/or the Chief Executive Officer(s) of GTE Corporation ("CEO(s)"). You will serve in such executive capacities, with such titles and authorities, as the Board or the CEO(s) of GTE may from time to time prescribe, and you will perform all duties incidental to such positions, shall cooperate fully with the Board and the CEO(s) and will work cooperatively with the other officers of GTE. You will continue to devote your entire business skill, time, and effort diligently to the affairs of GTE in accordance with the duties assigned to you, and you will perform all such duties, and otherwise conduct yourself, in a manner reasonably calculated in good faith by you to promote the best interests of GTE. During the Term of Employment, except to the extent specifically permitted in writing by the Board or the CEO(s), and except for memberships on boards of directors that you hold on the date of this Agreement, you will not, directly or indirectly, render any services of a business, commercial, or professional nature to any other person or organization other than a GTE Company or a person or organization in which GTE has a financial interest, whether or not the services are rendered for compensation.

LOCATION - During the Term of Employment, you will perform services for GTE at your current location, at GTE's headquarters, or at any other location designated by GTE as necessary or appropriate for the discharge of your responsibilities under this Agreement. In the event of any change in your principal work location, you will be eligible for relocation assistance under the

Kent B. Foster
January 7, 1999

terms of any GTE relocation policy then applicable to other senior executives of GTE at your salary level.

BASE SALARY - During the Term of Employment, your annual base salary will not be less than $899,000 per year; provided that if you are granted a merit increase in your base salary, your base salary will not thereafter be reduced below that increased level during the Term of Employment.

EIP AND LTIP - During the Term of Employment, on an annual basis, GTE will provide you with the opportunity to earn an annual bonus in accordance with the terms and conditions of the GTE Executive Incentive Plan or any successor plan ("EIP"), and an annual grant of a long-term incentive opportunity (currently a stock option grant and a cash award) in accordance with the terms and conditions of the GTE Long-Term Incentive Plan or any successor plan ("LTIP"), in each case at a level commensurate with the opportunity offered to other GTE senior executives at your salary level.

LONG-TERM RETENTION INCENTIVE - Upon your execution of this Agreement, GTE will credit $4,500,000 to a deferred account (the "Account") for you. The value of the Account will be adjusted (upward or downward as appropriate) to reflect the value that the Account would have if the balance in the Account were invested in a mutual fund designated by you. The Account will be credited with interest at the "Corporate Average" yield of long-term, high-grade corporate bonds as reported by Moody's Investors Service, or such substantially similar yield as may be designated under the LTIP deferral regulations, from October 1, 1998, until the date on which your initial mutual fund designation becomes effective. Quarterly (or more frequently, if permitted by GTE's Executive Vice President - Human Resources and Administration or his successor (the "EVP")), you may change the designated mutual fund on a prospective basis. The crediting of interest and investment performance and the designation, or change in designation, of a mutual fund pursuant to this paragraph will be in accordance with any reasonable rules or requirements imposed by the EVP. You will become vested in 60% of the value of the Account (the "Account Balance") if you are actively employed by GTE on September 30, 2001. You will become 100% vested in the Account Balance if you are actively employed by GTE on September 30, 2002. The vested portion of the Account Balance will be paid to you (or, in the event of your death, your beneficiary) in cash as soon as practicable after it becomes vested, except to

Kent B. Foster
January 7, 1999

the extent that you elect to defer payment in accordance with deferral rules prescribed by GTE. The amounts to be paid, provided, or credited pursuant to this Section will not be treated as compensation for purposes of computing or determining any additional benefit to be paid, provided, or credited under any savings plan, insurance plan, pension plan, or other employee benefit plan maintained by any GTE Company.

MERGER IMPLEMENTATION AND RETENTION INCENTIVE PROGRAM - You will participate in the GTE Merger Implementation and Retention Incentive Program (the "Program") on the same terms as other senior executives of GTE at your salary level. The terms of the Program that apply to you will be set forth in a separate agreement between you and GTE.

BOARD OF DIRECTORS - After the execution of this Agreement, you will continue to serve as a member of the Board, and you will be nominated for election to the Board at the annual meeting of shareowners that occurs upon the expiration of your current term as a member of the Board after the date of this Agreement. If you are elected to serve as a member of the Board at such annual meeting, you also will be nominated for election to the Board at each subsequent meeting of shareowners that occurs when your then-current term as a member of the Board expires during the Term of Employment.

RETIREMENT -

ADDITIONAL PENSION AND BENEFIT CREDIT - Except as provided in the Section captioned "Termination of Employment," GTE will provide you with the following pension benefits:

(v) EXTRA SERVICE CREDIT. If you remain employed by the GTE Companies until September 30, 2002, you will be credited with an extra year of service for each year that you actually work for the GTE Companies during the Term of Employment for purposes of determining your pension benefits.

(vi) PLAN AMENDMENT. If you remain employed by the GTE Companies until September 30, 2002, and if any GTE tax-qualified defined benefit plan in which you participate (the "Qualified Plan") is amended after the date of this Agreement, your benefits under the GTE Supplemental Executive

Kent B. Foster
January 7, 1999

Retirement Plan or any successor thereto (the "SERP") will be equal to the greater of the benefits determined under the terms of the Qualified Plan in effect on the date of this Agreement or the benefits determined under the terms of the Qualified Plan and the SERP in effect on the date as of which your benefits are determined (taking into account in each case the extra service credit provided by paragraph (i), above), offset by any benefits due to you from the Qualified Plan. There will be no duplication of benefits between the pension benefits prescribed by the preceding provisions of this paragraph (ii) and the pension payable from the Qualified Plan or the SERP.

If your employment terminates before September 30, 2002, by reason of involuntary termination for Cause (as defined below) or by reason of your voluntary termination of employment without Good Reason (as defined below), you will not be entitled to the benefits provided by the provisions of paragraphs
(i) and (ii) of this Section ("Additional Pension and Benefit Credit").

If your employment terminates before September 30, 2002, by reason of your death or Disability (as defined below), you will be credited with an extra year of service for each year for which you actually worked for Service Corp. during the Term of Employment for purposes of determining your pension benefits as well as the benefits provided by the provisions of paragraph (ii) of this Section ("Additional Pension and Benefit Credit"), but you will not be entitled to any other benefits under the preceding provisions of this Section.

Notwithstanding the preceding provisions of this Section ("Additional Pension and Benefit Credit"), if you have a Qualifying Termination following a Change in Control (as those terms are defined in the Executive Severance Agreement between you and GTE Service Corp., dated June 4, 1998 (the "ESA")), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until the end of the Term of Employment, including the service credit provided in accordance with this Section, in lieu of the service credit provided by your ESA, subject to your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and Confidentiality; however, the other provisions of your ESA will not be adversely affected by this Agreement.

Kent B. Foster
January 7, 1999

The benefits provided by the preceding provisions of this Section ("Additional Pension and Benefit Credit") will be paid out of GTE's funded plans, out of GTE's general assets, or both, at GTE's discretion.

TERMINATION PROVISIONS -

o CHANGE IN CONTROL - Upon the occurrence of a Qualifying Termination following a Change in Control (as those terms are defined in your ESA) during the Term of Employment, you will be entitled to receive a pension commencing immediately, and you will receive service credit in accordance with the Section captioned "Additional Pension and Benefit Credit" in lieu of the service credit provided under your ESA. Upon the occurrence of a Qualifying Termination following a Change in Control during the Term of Employment, you also will become entitled to receive the Long-Term Retention Incentive, payable in accordance with (and on the date(s) prescribed by) the Section captioned "Long-Term Retention Incentive," subject, however, to your execution of the release prescribed by the
Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality." Although you will not be entitled to any additional payments, benefits, or grants under this Agreement following the Qualifying Termination, you also will receive any other benefits to which you are entitled under your ESA.

If you incur a Qualifying Termination after a Change in Control (as those terms are defined in your ESA) during the Term of Employment, except as provided above in this Section ("Change in Control"), your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. By way of example, if a Qualifying Termination occurs as a result of your failure to be nominated to the Board in accordance with the Section captioned "Board of Directors" or other Good Reason (as that term is defined in your ESA), except as provided above in this Section, your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. If the preceding provisions of this Section ("Change in Control") apply, you will not be entitled to payments or benefits under the following Sections that address termination of employment under other circumstances.

Kent B. Foster
January 7, 1999

o VOLUNTARY TERMINATION BY YOU - You may terminate your employment under this Agreement at any time by giving the CEO(s) written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination (such period not to include vacation). The termination will automatically become effective upon the expiration of the 30-day notice period. Upon the effective date of such termination, your base salary and any other GTE benefits will cease to accrue, you will forfeit all unvested stock options and the then-unvested portion of your Account Balance (as defined in the Section captioned "Long-Term Retention Incentive"), and you will forfeit all rights under this Agreement which as of the relevant date have not yet been earned under this Agreement. A termination of employment in accordance with this Section ("Voluntary Termination by You"), including retirement, will be deemed a "Voluntary Termination."

o TERMINATION DUE TO DEATH OR DISABILITY - If, during the Term of Employment, you terminate employment because of your death or Disability (as defined below), you will immediately become 100% vested in your Account Balance, and your Account Balance will be distributed immediately to you (or, in the event of your death, your beneficiary). Except as provided by the preceding sentence, if, during the Term of Employment, you terminate employment on account of death or Disability (as defined below), your base salary and other GTE benefits will cease to accrue, and GTE will pay you or your beneficiary, as appropriate, all benefits to which you or your beneficiary has a right pursuant to GTE's compensation and benefit plans. For purposes of this Agreement, you will be considered to have a Disability if an illness or injury prevents you from performing your duties (as they existed immediately before the illness or injury) on a full-time basis for six consecutive months.

o INVOLUNTARY TERMINATION BY GTE - GTE may terminate your employment under this Agreement at any time, for any reason. However, if GTE terminates your employment for any reason other than death, Disability (as defined above), or Cause (as defined below), such termination will be deemed an Involuntary Termination by GTE, and, subject to signing and delivering the release required by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and Confidentiality," you will be entitled to receive the following payments, credits, and benefits, in lieu of any payment, credit, or

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January 7, 1999

benefit otherwise provided pursuant to the Sections captioned "General," "Base Salary," "EIP and LTIP," "Long-Term Retention Incentive," and "Retirement," provided that each payment, credit, and benefit will be contingent upon the absence, at the time such payment, credit, or benefit is due, of any act that would constitute a breach of this Agreement by you, and provided further that each such payment, credit, or benefit will be paid or provided at the same time that the payment, credit, or benefit that it replaces otherwise would have been paid or provided:

o Salary. An amount equal to the salary that would have been paid to you under the Section captioned "Base Salary" through the remaining Term of Employment, based on the rate of salary in effect under such Section immediately prior to your separation from service with the GTE Companies.

o EIP. An amount equal to the value of the awards that you would have been entitled to receive under the EIP for the remaining Term of Employment, equal to 115% of norm (or its equivalent) at your salary level for each year (but not more than the actual corporate rating for that year) multiplied by the percentage of the year that occurs before September 30, 2002. The amounts determined pursuant to this paragraph will be paid to you in accordance with the provisions of the EIP that apply from time to time to other senior executives of GTE at your salary level.

o Stock Options. Stock appreciation rights ("SARs") with respect to the same number of shares that are subject to stock options granted, after the date of your separation from service, pursuant to the LTIP to senior executives of GTE at your salary level during the Term of Employment. Such SARs will be subject to the same terms and conditions that apply to such stock options, except that (1) the SARs will be fully vested on September 30, 2002, and
(2) you will have a period of at least 90 days following September 30, 2002, within which to exercise the SARs. In addition, with respect to any and all GTE stock options that are outstanding on the date of your separation from service, you will be deemed, for purposes of determining the duration of your right to exercise any and all such stock options, to have remained in active service with the GTE Companies continuously through the Term of Employment, and then to have separated from

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service with whatever rights would then be applicable to a holder of such options under the LTIP; provided that on September 30, 2002, all then-nonvested options will be immediately vested, and you will have a minimum of 90 days from September 30, 2002, to exercise all then-outstanding GTE stock options (but not exceeding the maximum exercise period permitted by the LTIP).

o LTIP Awards. The value of your then-outstanding and future performance-bonus awards (that is, the cash bonus awards under the LTIP), if any, which will be deemed equal to 75% of target (or its equivalent) for your salary level for each award cycle (but not more than the actual corporate rating for the award cycle) multiplied by the percentage of the award cycle that occurs before September 30, 2002; provided that, for purposes of this paragraph, any target award that has not been established at your separation from service will be deemed to be equal to the target award established at the time of each award cycle for other senior executives of GTE at your salary level (as that salary level was established immediately before your separation from service). The amounts determined pursuant to this paragraph ("LTIP Awards") will be paid to you in accordance with the provisions of the LTIP that apply from time to time to other senior executives of GTE at your salary level.

o Long-Term Retention Incentive. The Long-Term Retention Incentive payments prescribed by the Section captioned "Long-Term Retention Incentive," paid in accordance with the provisions of such Section as though you had not separated from service before September 30, 2002.

o Financial Counseling and Outplacement. Financial planning services until September 30, 2002, and outplacement services, consistent with GTE policy then in effect for other senior executives at your salary level.

o Other Benefits. All other payments, benefits, and grants due you under this Agreement (but excluding all perquisites, e.g., club memberships, credit cards, air travel rights, car allowance, and car service (which will cease)) until September 30, 2002, as and

when

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such payments, benefits, and grants would have been provided if your employment under this Agreement had not been terminated.

Notwithstanding the foregoing provisions of this Section ("Involuntary Termination by GTE"), all cash compensation (e.g., base salary and annual and long-term cash bonus awards) otherwise payable to you following the termination of your employment will be reduced by any cash compensation (e.g., hiring bonus, base salary, or annual or long-term cash bonus award) that you earn or become entitled to that is attributable to the same period of time as a result of your subsequent employment or self-employment, disregarding for this purpose any pension benefits to which you are entitled under this Section.

For as long as GTE has obligations to you under this Section ("Involuntary Termination by GTE"), you will keep GTE informed regarding the terms and conditions of any subsequent employment or self-employment and the corresponding compensation and benefits earned from such employment or self-employment, and you will provide or cause to be provided to GTE, in writing, correct, complete, and timely information concerning the same.

o TERMINATION FOR GOOD REASON - You may terminate your employment under this Agreement for Good Reason by giving the CEO(s) 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. For purposes of this Agreement, "Good Reason" means a material breach by GTE of the terms and conditions of this Agreement.

Notwithstanding the foregoing, GTE will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by GTE within the 15-day period, the action in question will not constitute Good Reason.

Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve GTE, and GTE's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above.

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If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

o TERMINATION FOR CAUSE - Nothing in this Agreement prevents GTE from terminating your employment under this Agreement for Cause. In the event of your termination for Cause, you will forfeit the then-unvested portion of your Account Balance, and GTE will pay you your full accrued base salary and accrued vacation time through the date of your termination, and GTE will have no further obligations under this Agreement, except as otherwise provided in the Section captioned "Replacement for Pension Entitlements."

For purposes of this Agreement, "Cause" is defined as a good faith determination by the CEO(s), after consultation with outside legal counsel that you have committed an act or omission that is materially contrary to GTE's best interests or that you materially breached any of the terms and conditions of this Agreement.

RESCISSION - If GTE's Executive Compensation and Organizational Structure Committee (the "ECC") determines in its sole discretion that (i) consummation of a transaction may be contingent upon the parties' ability to use pooling of interest accounting and (ii) a provision of this Agreement would preclude the use of pooling of interest accounting, the ECC may, in its sole discretion, eliminate or modify that provision to the extent required to allow pooling of interest accounting. If the Long-Term Retention Incentive is rescinded pursuant to this Section ("Rescission"), the covenants appearing in paragraphs (a), (b), and (c) of the Section captioned "Covenants" will no longer apply to you.

RELEASE - You will not be entitled to any benefits under this Agreement following the termination of your employment unless, at the time you terminate your employment, you execute a release satisfactory to GTE releasing GTE, its affiliates, shareholders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all employment-related claims you or your successors and beneficiaries might then have against them (excluding any claims you might then have under this Agreement, your ESA, or any employee benefit plan that is subject to the vesting standards imposed by the Employee Retirement Income Security Act of 1974, as amended).

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COVENANTS - In consideration for the benefits and agreements described above, you agree that:

(a) PROHIBITED CONDUCT - During the period of your employment with any GTE Company, and for a period ending with the later of (i) 24 months following your termination of employment for any reason from all GTE Companies or (ii) September 30, 2002, you, without the prior written consent of the CEO(s), will not:

o personally engage in Competitive Activities (as defined below); or

o 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 that your 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 your 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 (i) which are sold (or, pursuant to an existing business plan, will be sold) to paying customers of one or more GTE Companies, and (ii) for which you then have responsibility to plan, develop, manage, market, or oversee, or had any such responsibility within your most recent 24 months of employment with the GTE Companies. Notwithstanding the previous sentence, a business activity shall not be treated as a Competitive Activity if the geographic marketing area of the relevant products or services sold by you or a third party does not overlap with the geographic marketing area for the applicable products and services of the GTE Companies.

(c) INTERFERENCE WITH BUSINESS RELATIONS - During the period of your employment with any GTE Company, and for a period ending with the later of (i) 24 months following your termination of employment for any reason from all

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GTE Companies or (ii) September 30, 2002, you will not, without the written consent of the CEO(s):

o recruit or solicit any employee of any GTE Company for employment or for retention as a consultant or service provider;

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

o interfere with the relationship of any GTE Company with any of its employees, agents, or representatives;

o solicit or induce, or in any manner attempt to solicit or induce, any client, customer, or prospect of a GTE Company (1) to cease being, or not to become, a customer of a GTE Company or (2) to divert any business of such customer or prospect from a GTE Company; or

o otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between any GTE Company and any of its customers clients, prospects, suppliers, consultants, or employees.

(d) RETURN OF PROPERTY; INTELLECTUAL PROPERTY RIGHTS - You agree that on or before your termination of employment for any reason with all GTE Companies, you will return to the appropriate GTE Company all property owned by each such company or in which any such company has an interest, including files, documents, data and records (whether on paper or in tapes, disks, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that GTE or an applicable GTE Company is the rightful owner of any programs, ideas, inventions, discoveries, copyright material, or trademarks that you may have originated or developed, or assisted in originating or developing, during your period of employment with any GTE Company, where any such origination or development involved the use of company time or resources, or the exercise of your responsibilities for or on behalf of any such company. You will at all times, both before and after

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termination of employment, cooperate with GTE in executing and delivering documents requested by any GTE Company, and taking any other actions, that are necessary or requested by GTE to assist any GTE Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, copyright material, or trademarks, and to vest title thereto in the applicable company.

(e) PROPRIETARY AND CONFIDENTIAL INFORMATION - You will at all times preserve the confidentiality of all proprietary information and trade secrets of any and all GTE 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 that is treated as confidential within the business of any GTE Company, such as strategic or tactical business plans; undisclosed financial data; ideas, processes, methods, techniques, systems, patented or copyrighted information, models, devices, programs, computer software, or related information; documents relating to regulatory matters and correspondence with governmental entities; undisclosed information concerning any past, pending, or threatened legal dispute; pricing and cost data; reports and analyses of business prospects; business transactions which are contemplated or planned; research data; personnel information and data; identities of users and purchasers of any GTE Company's products or services; and other confidential matters pertaining to or known by one or more GTE Companies, including confidential information of a third party which you know or should know a GTE Company is bound to protect.

(f) WAIVER - Nothing in this Agreement will bar you from requesting, at the time of your termination of employment or at any time thereafter, that the CEO(s), in his/their sole discretion, waive in writing GTE's rights to enforce some or all of this Section ("Covenants").

(g) OTHER AGREEMENTS AND POLICIES - The obligations imposed on you by this
Section ("Covenants") are in addition to, and not in lieu of, any and all other policies and agreements of GTE regarding the subject matter of the foregoing obligations.

MISCELLANEOUS -

GTE - For purposes of this Agreement, "GTE" means GTE Corporation, its successors, and assigns and all of the GTE Companies; "GTE Companies"

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means all of, and "GTE Company" means any one of, GTE Corporation, all corporate subsidiaries or other companies affiliated with GTE Corporation, all companies in which GTE Corporation directly or indirectly owns a substantial equity interest, and their successors and assigns, including any company into which GTE Corporation is merged and its subsidiaries and affiliates. In addition, in this Agreement, after the consummation of the Merger, "GTE Corporation" includes Bell Atlantic. Similarly, after the consummation of the Merger, "Board" refers to the Board of Directors of Bell Atlantic.

NONDUPLICATION OF BENEFITS/NO SEVERANCE - The payment of any benefits hereunder will be in lieu of any GTE Involuntary Separation Program ("ISEP") or other separation or severance benefits and will fulfill all GTE obligations under associated plans and programs, except to the extent that you become entitled to such benefits after a Qualifying Termination following a Change in Control (as those terms are defined in you ESA). No provision of this Agreement will require GTE to provide you with any payment, benefit, or grant that duplicates any payment, benefit, or grant that you are entitled to receive under the ESA or under any GTE compensation or benefit plan, award agreement, or other arrangement.

OTHER GTE PLANS - Except to the extent otherwise explicitly provided by this Agreement, any awards made to you under any GTE compensation or benefit plan or program will be governed by the terms of that plan or program and any applicable award agreement thereunder. Notwithstanding the foregoing, you will not be entitled to participate in any GTE compensation or benefit plan that is established after your employment with Service Corp. terminates, and except as specifically provided in this Agreement, you will not be entitled to any additional grants or awards under any GTE compensation or benefit plan after your employment with Service Corp. terminates.

FORFEITURE OF DEFERRED AMOUNTS - If you breach any of the obligations set forth in the Section captioned "Covenants" or engage in serious misconduct that is contrary to written policies of GTE or is harmful to any GTE Company or its reputation, you may forfeit all or part of any amounts that you defer or accrue under any GTE-sponsored deferred compensation program after your execution of this Agreement and any interest or earnings thereon.

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PAYMENTS SUBJECT TO EXCISE TAX - Your ESA provides for the payment of an additional amount if you receive any amount that is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.

EFFECT ON EXECUTIVE SEVERANCE AGREEMENT - The execution of this Agreement will not alter or amend your ESA, provided that the execution of this Agreement, and the provision of compensation and benefits pursuant to this Agreement, will not create a "Good Reason" for purposes of your ESA.

WAIVER - Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement will not be deemed a waiver of such term, covenant, or condition, nor will 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.

TAXES - GTE may withhold from any benefits payable under this Agreement all taxes that GTE reasonably determines to be required pursuant to any law, regulation, or ruling. However, it is your obligation to pay all required taxes on any amounts provided under this Agreement, regardless of whether withholding is required.

CONFIDENTIALITY - Except to the extent otherwise required by law, you will not disclose, in whole or in part any of the terms of this Agreement. This Section ("Confidentiality") does not prevent you from disclosing the terms of this Agreement to your spouse or to your legal or financial adviser, provided that you take all reasonable measures to assure that he or she does not disclose the terms of this Agreement to a third party except as otherwise required by law.

GOVERNING LAW - To the extent not preempted by federal law, the provisions of this Agreement will be construed and enforced in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.

ASSIGNMENT - Service Corp. may, without your consent, assign its rights and obligations under this Agreement to any other entity that is a part of GTE, and if Service Corp. makes such an assignment, all references in his Agreement to

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"Service Corp." will be deemed to refer to the assignee. However, you may not assign your rights and obligations under this Agreement.

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

ADDITIONAL REMEDIES - In addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have, you acknowledge that (i) the covenants in the Sections captioned "Covenants" and "Confidentiality" are essential to the continued good will and profitability of GTE; (ii) you have broad-based skills that will serve as the basis for employment opportunities that are not prohibited by the covenants in the Sections captioned "Covenants" and "Confidentiality;" (iii) when your employment with GTE terminates, you will be able to earn a livelihood without violating any of the terms of this Agreement; (iv) irreparable damage to GTE will result in the event that the foregoing sections of this Agreement are not specifically enforced and that monetary damages will not adequately protect GTE from a breach of these sections of the Agreement; (v) if any dispute arises concerning the violation by you of these provisions of the Agreement, 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; (vi) such covenants will continue to apply after any expiration, termination, or cancellation of this Agreement; (vii) your breach of any of such covenants will result in your immediate forfeiture of all rights under this Agreement; and (viii) in the event of any such breach by you, you will, at GTE's request, return all payments made pursuant to this Agreement. You further

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agree that you will pay for any applicable attorneys' fees and court costs incurred by GTE if GTE is required to seek the enforcement of or to defend the terms of this Agreement.

SURVIVAL - The provisions in the Sections captioned "Covenants" and "Miscellaneous" will survive the Term of Employment. If your employment continues after the Term of Employment, you will be subject to the obligations imposed by each of such Sections with respect to such employment. Any obligations that GTE has incurred under this Agreement to provide benefits that have vested under the terms of this Agreement (including GTE's obligations in the Section captioned "Retirement") will likewise survive the Term of Employment. Except as provided by the preceding provisions of this Section ("Survival"), the terms of your employment after the end of the Term of Employment will not be governed by this Agreement.

ARBITRATION - Any dispute arising out of or relating to this Agreement, except any dispute arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," and any dispute arising out of or relating to your employment, except a dispute arising solely out of, or relating solely to, your ESA, will be settled by final and binding arbitration, which will 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 GTE arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," GTE has retained all its rights to legal and equitable recourse and relief, including but not limited to injunctive relief, as referred to in Section captioned "Additional Remedies." The arbitration will be expedited and conducted in the State of 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 will be governed by the Federal 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 will such an arbitration award include any award of damages

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other than the amounts in controversy under this Agreement. The parties waive the right to recover, in such arbitration, punitive damages. Each party hereby agrees that the State of New York is the proper venue for any litigation seeking to enforce any provision of this Agreement or to enforce any arbitration award under this Section, and each party hereby waives any right it otherwise might have to defend, oppose, or object to, on the basis of jurisdiction, venue, or forum nonconveniens, a suit filed by the other party in any federal or state court in the State of New York to enforce any provision of this Agreement or to enforce any arbitration award under this Section. Each party also waives any right it might otherwise have to seek to transfer from a federal or state court in the State of New York a suit filed by the other party to enforce any provision of this Agreement or to enforce any arbitration award under this Section.

ENTIRE AGREEMENT - Except for the terms of the ESA and the other compensation and benefit plans in which you participate, this Agreement sets forth the entire understanding of you and GTE, and supersedes all prior agreements and communications, whether oral or written, between GTE and you. This Agreement will not be modified except by written agreement of you and GTE.

Kent, I believe that this generous offer provides you and your family with financial security as our industry and GTE evolve. We recognize that the requirements that have been and will be placed on you are significant. It is my hope that this compensation arrangement provides you with a level of comfort to allow you to continue to perform your responsibilities in an exemplary manner. Please indicate your acceptance by signing below and returning to me by January 29, 1999.

Sincerely yours,

Charles R. Lee

cc: J.R. MacDonald

I agree to the terms described above.

EXHIBIT 10.3

January 15, 1999

Michael T. Masin
[Address]
[Address]

Dear Mike:

I am pleased to offer you this employment agreement (the "Agreement") with GTE Service Corporation ("Service Corp.") which will provide for employment stability for you and long-term wealth creation opportunity for you and your family. In return, GTE can expect your continued leadership for the foreseeable future as well as your value-added advice and counsel on the broad array of issues and challenges facing GTE today and in the future.

PURPOSE - Service Corp. enters into this Agreement with you because the rapidly-changing and increasingly global telecommunications market, which has resulted from the Telecommunications Act of 1996, and the proposed merger between GTE Corporation and Bell Atlantic Corporation ("Bell Atlantic") or a subsidiary of Bell Atlantic (the "Merger") have required and will require GTE to make critical strategic, marketing, and technical decisions. These decisions by GTE will be based, in whole or in part, on confidential analyses of the evolving telecommunications market, confidential assessments of the technical capabilities and strategic plans of GTE and competing businesses, and confidential or proprietary information regarding GTE's technology, resources, and business opportunities or other confidential or proprietary information relating to GTE's business. Service Corp. seeks by this Agreement to ensure that you remain a part of the executive management team that plays a central role in this decision-making process.

In consideration for your entering into this Agreement, including the restrictions on the disclosure and use of confidential or proprietary information and the limitations on your engaging in competitive activities, Service Corp. is providing you with the security of a fixed-term agreement, a long-term retention

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January 15, 1999

incentive, participation in the GTE Merger Implementation and Retention Incentive Program, and other benefits.

GENERAL - Under this Agreement, you will continue as a Corporate Officer and Senior Executive of GTE. During the Term of Employment (as defined below), you will continue to receive the same benefits as other senior executives of GTE at your salary level (except that you will not receive involuntary separation program ("ISEP") or other separation and severance benefits). In addition, the terms of your employment will be governed by the following:

TERM - The term of employment under this Agreement ("Term of Employment") will commence on October 1, 1998, and end on September 30, 2002.

DUTIES AND RESPONSIBILITIES - You will continue to perform your duties and responsibilities fully and faithfully (i) as a director, so long as you are elected and serving, and (ii) as an officer, reporting only to the Board of Directors of GTE Corporation ("Board") and/or the Chief Executive Officer(s) of GTE Corporation ("CEO(s)"). You will serve in such executive capacities, with such titles and authorities, as the Board or the CEO(s) of GTE may from time to time prescribe, and you will perform all duties incidental to such positions, shall cooperate fully with the Board and the CEO(s) and will work cooperatively with the other officers of GTE. You will continue to devote your entire business skill, time, and effort diligently to the affairs of GTE in accordance with the duties assigned to you, and you will perform all such duties, and otherwise conduct yourself, in a manner reasonably calculated in good faith by you to promote the best interests of GTE. During the Term of Employment, except to the extent specifically permitted in writing by the Board or the CEO(s), and except for memberships on boards of directors that you hold on the date of this Agreement, you will not, directly or indirectly, render any services of a business, commercial, or professional nature to any other person or organization other than a GTE Company or a person or organization in which GTE has a financial interest, whether or not the services are rendered for compensation.

LOCATION - During the Term of Employment, you will perform services for GTE at your current location, at GTE's headquarters, or at any other location designated by GTE as necessary or appropriate for the discharge of your responsibilities under this Agreement. In the event of any change in your

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principal work location, you will be eligible for relocation assistance under the terms of any GTE relocation policy then applicable to other senior executives of GTE at your salary level.

BASE SALARY - During the Term of Employment, your annual base salary will not be less than $756,000 per year; provided that if you are granted a merit increase in your base salary, your base salary will not thereafter be reduced below that increased level during the Term of Employment.

EIP AND LTIP - During the Term of Employment, on an annual basis, GTE will provide you with the opportunity to earn an annual bonus in accordance with the terms and conditions of the GTE Executive Incentive Plan or any successor plan ("EIP") and an annual grant of a long-term incentive opportunity (currently a stock option grant and a cash incentive award) in accordance with the terms and conditions of the GTE Long-Term Incentive Plan or any successor plan ("LTIP"), in each case at a level commensurate with the opportunity offered to other GTE senior executives at your salary level.

LONG-TERM RETENTION INCENTIVE - Upon your execution of this Agreement, GTE will credit $3,500,000 to a deferred account (the "Account") for you. The value of the Account will be adjusted (upward or downward as appropriate) to reflect the value that the Account would have if the balance in the Account were invested in a mutual fund designated by you. The Account will be credited with interest at the "Corporate Average" yield of long-term, high-grade corporate bonds as reported by Moody's Investors Service, or such other substantially similar yield as may be designated under the LTIP deferral regulations, from October 1, 1998, until the date on which your initial mutual fund designation becomes effective. Quarterly (or more frequently, if permitted by GTE's Executive Vice President - Human Resources and Administration or his successor (the "EVP")), you may change the designated mutual fund on a prospective basis. The crediting of interest and investment performance and the designation, or change in designation, of a mutual fund pursuant to this paragraph will be in accordance with any reasonable rules or requirements imposed by the EVP. You will become vested in 60% of the value of the Account (the "Account Balance") if you are actively employed by GTE on September 30, 2001. You will become 100% vested in the Account Balance if you are actively employed by GTE on September 30, 2002. The vested portion of the Account Balance will be paid to you (or, in the event of your death, your beneficiary) in cash as soon as practicable after it becomes vested, except to

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the extent that you elect to defer payment in accordance with deferral rules prescribed by GTE. The amounts to be paid, provided, or credited pursuant to this Section will not be treated as compensation for purposes of computing or determining any additional benefit to be paid, provided, or credited under any savings plan, insurance plan, pension plan, or other employee benefit plan maintained by any GTE Company.

MERGER IMPLEMENTATION AND RETENTION INCENTIVE PROGRAM - You will participate in the GTE Merger Implementation and Retention Incentive Program (the "Program") on the same terms as other senior executives of GTE at your salary level. The terms of the Program that apply to you will be set forth in a separate agreement between you and GTE.

BOARD OF DIRECTORS - After the execution of this Agreement, you will continue to serve as a member of the Board, and you will be nominated for election to the Board at the annual meeting of shareowners that occurs upon the expiration of your current term as a member of the Board after the date of this Agreement. If you are elected to serve as a member of the Board at such annual meeting, you also will be nominated for election to the Board at each subsequent meeting of shareowners that occurs when your then-current term as a member of the Board expires during the Term of Employment.

RETIREMENT -

ADDITIONAL PENSION AND BENEFIT CREDIT - Except as provided in the Section captioned "Termination of Employment," GTE will provide you with the following pension benefits:

(vii) EXTRA SERVICE CREDIT. If you remain employed by the GTE Companies until September 30, 2002, you will be credited with an extra year of service for each year that you actually work for the GTE Companies during the Term of Employment for purposes of determining your pension benefits.

(viii) REPLACEMENT FOR PENSION ENTITLEMENTS. In order to replace certain pension entitlements that would be payable to you had you remained with your former employer, if you remain employed by the GTE Companies at least until age 55 (or are involuntarily terminated without Cause (as defined below) before age 55), you will receive a single life

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annuity pension of $200,000 per year (or the actuarial equivalent thereof pursuant to an optional form of payment) when you leave the GTE Companies. In the event of your death, and if you have not received a lump-sum pension payment, your then-surviving spouse will receive this benefit unreduced for the remainder of her life.

(ix) EARLY RETIREMENT BENEFIT. If you remain employed by the GTE Companies until September 30, 2002, you will be considered to have not less than 76 points and 15 years of Accredited Service for purposes of determining (a) your eligibility for early retirement benefits under the GTE Supplemental Executive Retirement Plan or any successor thereto (the "SERP"), (b) your eligibility for Executive Retirement Life Insurance Plan ("ERLIP"), retiree medical, and other post-retirement benefits, as in effect from time to time, and (c) for purposes of determining the exercisability of stock options.

(x) PLAN AMENDMENT. If you remain employed by the GTE Companies until September 30, 2002, and if any GTE tax-qualified defined benefit plan in which you participate (the "Qualified Plan") is amended after the date of this Agreement, your benefits under the SERP will be equal to the greater of the benefits determined under the terms of the Qualified Plan and the SERP in effect on the date of this Agreement or the benefits determined under the terms of the Qualified Plan in effect on the date as of which your benefits are determined (taking into account in each case the extra service credit provided by paragraph (i), above), offset by any benefits due to you from the Qualified Plan. There will be no duplication of benefits between the pension benefits prescribed by the preceding provisions of this paragraph (iv) and the pension payable from the Qualified Plan or the SERP.

If your employment terminates before September 30, 2002, by reason of involuntary termination for Cause (as defined below) or by reason of your voluntary termination of employment without Good Reason (as defined below), you will not be entitled to the benefits provided by the provisions of paragraphs
(i), (iii), and (iv) of this Section ("Additional Pension and Benefit Credit").

If your employment terminates before September 30, 2002, by reason of your death or Disability (as defined below), you will be credited with an extra year of service for each year for which you actually worked for Service Corp. during

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the Term of Employment for purposes of determining your pension benefits as well as the benefits provided by the provisions of paragraph (ii) of this Section ("Additional Pension and Benefit Credit"), but you will not be entitled to any other benefits under the preceding provisions of this Section.

Notwithstanding the preceding provisions of this Section ("Additional Pension and Benefit Credit"), if you have a Qualifying Termination following a Change in Control (as those terms are defined in the Executive Severance Agreement between you and GTE Service Corp., dated June 4, 1998 (the "ESA")), you will be entitled to the benefits provided by the preceding provisions of this Section as though your employment continued until the end of the Term of Employment, including the service credit provided in accordance with this Section, in lieu of the service credit provided by your ESA, subject to your execution of the release prescribed by the Section captioned "Release" and your compliance with the Sections captioned "Covenants" and Confidentiality; however, the other provisions of your ESA will not be adversely affected by this Agreement.

The benefits provided by the preceding provisions of this Section ("Additional Pension and Benefit Credit") will be paid out of GTE's funded plans, out of GTE's general assets, or both, at GTE's discretion.

TERMINATION PROVISIONS -

o CHANGE IN CONTROL - Upon the occurrence of a Qualifying Termination following a Change in Control (as those terms are defined in your ESA) during the Term of Employment, you will be entitled to receive a pension commencing immediately, and you will receive service credit in accordance with the Section captioned "Additional Pension and Benefit Credit" in lieu of the service credit provided under your ESA. Upon the occurrence of a Qualifying Termination following a Change in Control during the Term of Employment, you also will become entitled to receive the Long-Term Retention Incentive, payable in accordance with (and on the date(s) prescribed by) the Section captioned "Long-Term Retention Incentive," subject, however, to your execution of the release prescribed by the
Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality." Although you will not be entitled to any additional payments, benefits, or grants under this

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Agreement following the Qualifying Termination, you also will receive any other benefits to which you are entitled under your ESA.

If you incur a Qualifying Termination after a Change in Control (as those terms are defined in your ESA) during the Term of Employment, except as provided above in this Section ("Change in Control"), your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. By way of example, if a Qualifying Termination occurs as a result of your failure to be nominated to the Board in accordance with the Section captioned "Board of Directors" or other Good Reason (as that term is defined in your ESA), except as provided above in this Section, your entitlement to benefits will be determined solely by your ESA and any relevant GTE compensation and benefit plans and award agreements. If the preceding provisions of this Section ("Change in Control") apply, you will not be entitled to payments or benefits under the following Sections that address termination of employment under other circumstances.

o VOLUNTARY TERMINATION BY YOU - You may terminate your employment under this Agreement at any time by giving the CEO(s) written notice of intent to terminate, delivered at least 30 calendar days before the effective date of such termination (such period not to include vacation). The termination will automatically become effective upon the expiration of the 30-day notice period. Upon the effective date of such termination, your base salary and any other GTE benefits will cease to accrue, you will forfeit all unvested stock options and the then-unvested portion of your Account Balance (as defined in the Section captioned "Long-Term Retention Incentive"), and you will forfeit all rights under this Agreement which as of the relevant date have not yet been earned under this Agreement. A termination of employment in accordance with this Section ("Voluntary Termination by You"), including retirement, will be deemed a "Voluntary Termination."

o TERMINATION DUE TO DEATH OR DISABILITY - If, during the Term of Employment, you terminate employment because of your death or Disability (as defined below), you will immediately become 100% vested in your Account Balance, and your Account Balance will be distributed immediately to you (or, in the event of your death, your beneficiary). Except as provided by the preceding sentence, if, during the Term of Employment, you terminate

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employment on account of death or Disability (as defined below), your base salary and other GTE benefits will cease to accrue, and GTE will pay you or your beneficiary, as appropriate, all benefits to which you or your beneficiary has a right pursuant to GTE's compensation and benefit plans. For purposes of this Agreement, you will be considered to have a Disability if an illness or injury prevents you from performing your duties (as they existed immediately before the illness or injury) on a full-time basis for six consecutive months.

o INVOLUNTARY TERMINATION BY GTE - GTE may terminate your employment under this Agreement at any time, for any reason. However, if GTE terminates your employment for any reason other than death, Disability (as defined above), or Cause (as defined below), such termination will be deemed an Involuntary Termination by GTE, and, subject to signing and delivering the release required by the Section captioned "Release" and your compliance with the covenants set forth in the Sections captioned "Covenants" and "Confidentiality," you will be entitled to receive the following payments, credits, and benefits, in lieu of any payment, credit, or benefit otherwise provided pursuant to the Sections captioned "General," "Base Salary," "EIP and LTIP," "Long-Term Retention Incentive," and "Retirement," provided that each payment, credit, and benefit will be contingent upon the absence, at the time such payment, credit, or benefit is due, of any act that would constitute a breach of this Agreement by you, and provided further that each such payment, credit, or benefit will be paid or provided at the same time that the payment, credit, or benefit that it replaces otherwise would have been paid or provided:

o Salary. An amount equal to the salary that would have been paid to you under the Section captioned "Base Salary" through the remaining Term of Employment, based on the rate of salary in effect under such Section immediately prior to your separation from service with the GTE Companies.

o EIP. An amount equal to the value of the awards that you would have been entitled to receive under the EIP for the remaining Term of Employment, equal to 115% of norm (or its equivalent) at your salary level for each year (but not more than the actual corporate rating for that year) multiplied by the percentage of the year that occurs before September 30, 2002. The amounts determined pursuant to this

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paragraph will be paid to you in accordance with the provisions of the EIP that apply from time to time to other senior executives of GTE at your salary level.

o Stock Options. Stock appreciation rights ("SARs") with respect to the same number of shares that are subject to stock options granted, after the date of your separation from service, pursuant to the LTIP to senior executives of GTE at your salary level during the Term of Employment. Such SARs will be subject to the same terms and conditions that apply to such stock options, except that (1) the SARs will be fully vested on September 30, 2002, and
(2) you will have a period of at least 90 days following September 30, 2002, within which to exercise the SARs. In addition, with respect to any and all GTE stock options that are outstanding on the date of your separation from service, you will be deemed, for purposes of determining the duration of your right to exercise any and all such stock options, to have remained in active service with the GTE Companies 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 LTIP; provided that on September 30, 2002, all then-nonvested options will be immediately vested, and you will have a minimum of 90 days from September 30, 2002, to exercise all then-outstanding GTE stock options (but not exceeding the maximum exercise period permitted by the LTIP).

o LTIP Awards. The value of your then-outstanding and future performance-bonus awards (that is, the cash bonus awards under the LTIP), if any, which will be deemed equal to 75% of target (or its equivalent) for your salary level for each award cycle (but not more than the actual corporate rating for the award cycle) multiplied by the percentage of the award cycle that occurs before September 30, 2002; provided that, for purposes of this paragraph, any target award that has not been established at your separation from service will be deemed to be equal to the target award established at the time of each award cycle for other senior executives of GTE at your salary level (as that salary level was established immediately before your separation from service). The amounts determined pursuant to this paragraph ("LTIP Awards") will be paid to you in accordance with the

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provisions of the LTIP that apply from time to time to other senior executives of GTE at your salary level.

o Long-Term Retention Incentive. The Long-Term Retention Incentive payments prescribed by the Section captioned "Long-Term Retention Incentive," paid in accordance with the provisions of such Section as though you had not separated from service before September 30, 2002.

o Financial Counseling and Outplacement. Financial planning services until September 30, 2002, and outplacement services, consistent with GTE policy then in effect for other senior executives at your salary level.

o Other Benefits. All other payments, benefits, and grants due you under this Agreement (but excluding all perquisites, e.g., club memberships, credit cards, air travel rights, car allowance, and car service (which will cease)) until September 30, 2002, as and when such payments, benefits, and grants would have been provided if your employment under this Agreement had not been terminated.

Notwithstanding the foregoing provisions of this Section ("Involuntary Termination by GTE"), all cash compensation (e.g., base salary and annual and long-term cash bonus awards) otherwise payable to you following the termination of your employment will be reduced by any cash compensation (e.g., hiring bonus, base salary, or annual or long-term cash bonus award) that you earn or become entitled to that is attributable to the same period of time as a result of your subsequent employment or self-employment, disregarding for this purpose any pension benefits to which you are entitled under this Section.

For as long as GTE has obligations to you under this Section ("Involuntary Termination by GTE"), you will keep GTE informed regarding the terms and conditions of any subsequent employment or self-employment and the corresponding compensation and benefits earned from such employment or self-employment, and you will provide or cause to be provided to GTE, in writing, correct, complete, and timely information concerning the same.

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o TERMINATION FOR GOOD REASON - You may terminate your employment under this Agreement for Good Reason by giving the CEO(s) 30 calendar days' written notice of your intent to so terminate which sets forth in reasonable detail the facts and circumstances deemed to provide a basis for such termination. For purposes of this Agreement, "Good Reason" means a material breach by GTE of the terms and conditions of this Agreement.

Notwithstanding the foregoing, GTE will have 15 calendar days from its receipt of such notice to cure the action specified in the notice. In the event of a cure by GTE within the 15-day period, the action in question will not constitute Good Reason.

Except as provided in the preceding paragraph, upon the lapse of the 30 calendar days' notice period, the Good Reason termination will take effect, and your obligation to serve GTE, and GTE's obligation to employ you, under the terms of this Agreement will terminate simultaneously, and you will be deemed to have incurred an Involuntary Termination, with the consequences described above.

If you do not fulfill the notice and explanation requirements imposed by this Section ("Termination for Good Reason"), the resulting termination of employment will be deemed a Voluntary Termination.

o TERMINATION FOR CAUSE - Nothing in this Agreement prevents GTE from terminating your employment under this Agreement for Cause. In the event of your termination for Cause, you will forfeit the then-unvested portion of your Account Balance, and GTE will pay you your full accrued base salary and accrued vacation time through the date of your termination, and GTE will have no further obligations under this Agreement, except as otherwise provided in the Section captioned "Replacement for Pension Entitlements."

For purposes of this Agreement, "Cause" is defined as a good faith determination by the CEO(s), after consultation with outside legal counsel that you have committed an act or omission that is materially contrary to GTE's best interests or that you materially breached any of the terms and conditions of this Agreement.

RESCISSION - If GTE's Executive Compensation and Organizational Structure Committee (the "ECC") determines in its sole discretion that (i) consummation

of a transaction may be contingent upon the parties' ability to use pooling of interest accounting and (ii) a provision of this Agreement would preclude the use of pooling of interest accounting, the ECC may, in its sole discretion, eliminate or modify that provision to the extent required to allow pooling of interest accounting. If the Long-Term Retention Incentive is rescinded pursuant to this Section ("Rescission"), the covenants appearing in paragraphs (a), (b), and (c) of the Section captioned "Covenants" will no longer apply to you.

RELEASE - You will not be entitled to any benefits under this Agreement following the termination of your employment unless, at the time you terminate your employment, you execute a release satisfactory to GTE releasing GTE, its affiliates, shareholders, directors, officers, employees, representatives, and agents and their successors and assigns from any and all employment-related claims you or your successors and beneficiaries might then have against them (excluding any claims you might then have under this Agreement, your ESA, or any employee benefit plan that is subject to the vesting standards imposed by the Employee Retirement Income Security Act of 1974, as amended).

COVENANTS - In consideration for the benefits and agreements described above, you agree that:

(a) PROHIBITED CONDUCT - During the period of your employment with any GTE Company, and for a period ending with the later of (i) 24 months following your termination of employment for any reason from all GTE Companies or (ii) September 30, 2002, you, without the prior written consent of the CEO(s), will not:

o personally engage in Competitive Activities (as defined below); or

o 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 that your 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 your equity interest in any such company is less than a controlling interest.

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(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 (i) which are sold (or, pursuant to an existing business plan, will be sold) to paying customers of one or more GTE Companies, and (ii) for which you then have responsibility to plan, develop, manage, market, or oversee, or had any such responsibility within your most recent 24 months of employment with the GTE Companies. Notwithstanding the previous sentence, a business activity shall not be treated as a Competitive Activity if the geographic marketing area of the relevant products or services sold by you or a third party does not overlap with the geographic marketing area for the applicable products and services of the GTE Companies.

(c) INTERFERENCE WITH BUSINESS RELATIONS - During the period of your employment with any GTE Company, and for a period ending with the later of (i) 24 months following your termination of employment for any reason from all GTE Companies or (ii) September 30, 2002, you will not, without the written consent of the CEO(s):

o recruit or solicit any employee of any GTE Company for employment or for retention as a consultant or service provider;

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

o interfere with the relationship of any GTE Company with any of its employees, agents, or representatives;

o solicit or induce, or in any manner attempt to solicit or induce, any client, customer, or prospect of a GTE Company (1) to cease being, or not to become, a customer of a GTE Company or (2) to divert any business of such customer or prospect from a GTE Company; or

o otherwise interfere with, disrupt, or attempt to interfere with or disrupt, the relationship, contractual or otherwise, between any GTE Company

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and any of its customers clients, prospects, suppliers, consultants, or employees.

(d) RETURN OF PROPERTY; INTELLECTUAL PROPERTY RIGHTS - You agree that on or before your termination of employment for any reason with all GTE Companies, you will return to the appropriate GTE Company all property owned by each such company or in which any such company has an interest, including files, documents, data and records (whether on paper or in tapes, disks, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that GTE or an applicable GTE Company is the rightful owner of any programs, ideas, inventions, discoveries, copyright material, or trademarks that you may have originated or developed, or assisted in originating or developing, during your period of employment with any GTE Company, where any such origination or development involved the use of company time or resources, or the exercise of your responsibilities for or on behalf of any such company. You will at all times, both before and after termination of employment, cooperate with GTE in executing and delivering documents requested by any GTE Company, and taking any other actions, that are necessary or requested by GTE to assist any GTE Company in patenting, copyrighting, or registering any programs, ideas, inventions, discoveries, copyright material, or trademarks, and to vest title thereto in the applicable company.

(e) PROPRIETARY AND CONFIDENTIAL INFORMATION - You will at all times preserve the confidentiality of all proprietary information and trade secrets of any and all GTE 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 that is treated as confidential within the business of any GTE Company, such as strategic or tactical business plans; undisclosed financial data; ideas, processes, methods, techniques, systems, patented or copyrighted information, models, devices, programs, computer software, or related information; documents relating to regulatory matters and correspondence with governmental entities; undisclosed information concerning any past, pending, or threatened legal dispute; pricing and cost data; reports and analyses of business prospects; business transactions which are contemplated or planned; research data; personnel information and data; identities of users and purchasers of any GTE Company's products or services; and other confidential matters pertaining to or known by one or more GTE

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Companies, including confidential information of a third party which you know or should know a GTE Company is bound to protect.

(f) WAIVER - Nothing in this Agreement will bar you from requesting, at the time of your termination of employment or at any time thereafter, that the CEO(s), in his/their sole discretion, waive in writing GTE's rights to enforce some or all of this Section ("Covenants").

(g) OTHER AGREEMENTS AND POLICIES - The obligations imposed on you by this
Section ("Covenants") are in addition to, and not in lieu of, any and all other policies and agreements of GTE regarding the subject matter of the foregoing obligations.

MISCELLANEOUS -

GTE - For purposes of this Agreement, "GTE" means GTE Corporation, its successors, and assigns and all of the GTE Companies; "GTE Companies" means all of, and "GTE Company" means any one of, GTE Corporation, all corporate subsidiaries or other companies affiliated with GTE Corporation, all companies in which GTE Corporation directly or indirectly owns a substantial equity interest, and their successors and assigns, including any company into which GTE Corporation is merged and its subsidiaries and affiliates. In addition, in this Agreement, after the consummation of the Merger, "GTE Corporation" includes Bell Atlantic. Similarly, after the consummation of the Merger, "Board" refers to the Board of Directors of Bell Atlantic.

NONDUPLICATION OF BENEFITS/NO SEVERANCE - The payment of any benefits hereunder will be in lieu of any GTE Involuntary Separation Program ("ISEP") or other separation or severance benefits and will fulfill all GTE obligations under associated plans and programs, except to the extent that you become entitled to such benefits after a Qualifying Termination following a Change in Control (as those terms are defined in you ESA). No provision of this Agreement will require GTE to provide you with any payment, benefit, or grant that duplicates any payment, benefit, or grant that you are entitled to receive under the ESA or under any GTE compensation or benefit plan, award agreement, or other arrangement.

OTHER GTE PLANS - Except to the extent otherwise explicitly provided by this Agreement, any awards made to you under any GTE compensation or benefit

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plan or program will be governed by the terms of that plan or program and any applicable award agreement thereunder. Notwithstanding the foregoing, you will not be entitled to participate in any GTE compensation or benefit plan that is established after your employment with Service Corp. terminates, and except as specifically provided in this Agreement, you will not be entitled to any additional grants or awards under any GTE compensation or benefit plan after your employment with Service Corp. terminates.

FORFEITURE OF DEFERRED AMOUNTS - If you breach any of the obligations set forth in the Section captioned "Covenants" or engage in serious misconduct that is contrary to written policies of GTE or is harmful to any GTE Company or its reputation, you may forfeit all or part of any amounts that you defer or accrue under any GTE-sponsored deferred compensation program after your execution of this Agreement and any interest or earnings thereon.

PAYMENTS SUBJECT TO EXCISE TAX - Your ESA provides for the payment of an additional amount if you receive any amount that is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended.

EFFECT ON EXECUTIVE SEVERANCE AGREEMENT - The execution of this Agreement will not alter or amend your ESA, provided that the execution of this Agreement, and the provision of compensation and benefits pursuant to this Agreement, will not create a "Good Reason" for purposes of your ESA.

WAIVER - Failure to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement will not be deemed a waiver of such term, covenant, or condition, nor will 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.

TAXES - GTE may withhold from any benefits payable under this Agreement all taxes that GTE reasonably determines to be required pursuant to any law, regulation, or ruling. However, it is your obligation to pay all required taxes on any amounts provided under this Agreement, regardless of whether withholding is required.

CONFIDENTIALITY - Except to the extent otherwise required by law, you will not disclose, in whole or in part any of the terms of this Agreement. This Section ("Confidentiality") does not prevent you from disclosing the terms of this

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Agreement to your spouse or to your legal or financial adviser, provided that you take all reasonable measures to assure that he or she does not disclose the terms of this Agreement to a third party except as otherwise required by law.

GOVERNING LAW - To the extent not preempted by federal law, the provisions of this Agreement will be construed and enforced in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.

ASSIGNMENT - Service Corp. may, without your consent, assign its rights and obligations under this Agreement to any other entity that is a part of GTE, and if Service Corp. makes such an assignment, all references in his Agreement to "Service Corp." will be deemed to refer to the assignee. However, you may not assign your rights and obligations under this Agreement.

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

ADDITIONAL REMEDIES - In addition to any other rights or remedies, whether legal, equitable, or otherwise, that each of the parties to this Agreement may have, you acknowledge that (i) the covenants in the Sections captioned "Covenants" and "Confidentiality" are essential to the continued good will and profitability of GTE; (ii) you have broad-based skills that will serve as the basis for employment opportunities that are not prohibited by the covenants in the Sections captioned "Covenants" and "Confidentiality;" (iii) when your employment with GTE terminates, you will be able to earn a livelihood without

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violating any of the terms of this Agreement; (iv) irreparable damage to GTE will result in the event that the foregoing sections of this Agreement are not specifically enforced and that monetary damages will not adequately protect GTE from a breach of these sections of the Agreement; (v) if any dispute arises concerning the violation by you of these provisions of the Agreement, 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; (vi) such covenants will continue to apply after any expiration, termination, or cancellation of this Agreement; (vii) your breach of any of such covenants will result in your immediate forfeiture of all rights under this Agreement; and (viii) in the event of any such breach by you, you will, at GTE's request, return all payments made pursuant to this Agreement. You further agree that you will pay for any applicable attorneys' fees and court costs incurred by GTE if GTE is required to seek the enforcement of or to defend the terms of this Agreement.

SURVIVAL - The provisions in the Sections captioned "Covenants" and "Miscellaneous" will survive the Term of Employment. If your employment continues after the Term of Employment, you will be subject to the obligations imposed by each of such Sections with respect to such employment. Any obligations that GTE has incurred under this Agreement to provide benefits that have vested under the terms of this Agreement (including GTE's obligations in the Section captioned "Retirement") will likewise survive the Term of Employment. Except as provided by the preceding provisions of this Section ("Survival"), the terms of your employment after the end of the Term of Employment will not be governed by this Agreement.

ARBITRATION - Any dispute arising out of or relating to this Agreement, except any dispute arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," and any dispute arising out of or relating to your employment, except a dispute arising solely out of, or relating solely to, your ESA, will be settled by final and binding arbitration, which will 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 GTE arising out of or relating to the Sections captioned "Covenants" and "Confidentiality," GTE has retained all its rights to legal and equitable recourse and relief, including but not limited to injunctive relief, as referred to in Section captioned "Additional Remedies." The arbitration will be expedited and conducted in the State of New York pursuant to the Center for Public

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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 will be governed by the Federal 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 will 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. Each party hereby agrees that the State of New York is the proper venue for any litigation seeking to enforce any provision of this Agreement or to enforce any arbitration award under this Section, and each party hereby waives any right it otherwise might have to defend, oppose, or object to, on the basis of jurisdiction, venue, or forum nonconveniens, a suit filed by the other party in any federal or state court in the State of New York to enforce any provision of this Agreement or to enforce any arbitration award under this Section. Each party also waives any right it might otherwise have to seek to transfer from a federal or state court in the State of New York a suit filed by the other party to enforce any provision of this Agreement or to enforce any arbitration award under this Section.

ENTIRE AGREEMENT - Except for the terms of the ESA and the other compensation and benefit plans in which you participate, this Agreement sets forth the entire understanding of you and GTE, and supersedes all prior agreements and communications, whether oral or written, between GTE and you including, without limitation, my letter to you dated October 20, 1994. This Agreement will not be modified except by written agreement of you and GTE.

Mike, I believe that this generous offer provides you and your family with financial security as our industry and GTE evolve. We recognize that the requirements that have been and will be placed on you are significant. It is my hope that this compensation arrangement provides you with a level of comfort to allow you to continue to perform your responsibilities in an exemplary manner. Please indicate your acceptance by signing below and returning to me by January 29, 1999.

Sincerely yours,

Charles R. Lee

cc: J.R. MacDonald

I agree to the terms described above.

Exhibit 10.5

AMENDMENT TO LONG-TERM INCENTIVE PLAN

The definition of "Change in Control" in Section 2 of Appendix A to the GTE Corporation 1997 Long-Term Incentive Plan is hereby amended, effective January 1, 1999, by replacing the period at the end of paragraph (d)(iii) thereof with a semicolon and by adding the following paragraph at the end of such definition:

provided that, notwithstanding the preceding provisions of this definition of "Change in Control," in the case of Awards granted on or after February 16, 1999, neither (1) the merger between the Corporation and Bell Atlantic Corporation ("Bell Atlantic") or a subsidiary of Bell Atlantic, pursuant to the Agreement and Plan of Merger dated as of July 27, 1998, among Bell Atlantic, Beta Gamma Corporation, and the Corporation (the "Agreement"), as such Agreement may be amended from time to time (the "Merger") nor (2) any proposal, agreement (including the Agreement), or action to approve, effectuate, or implement the Merger nor (3) any change in the membership of the Board as a result of the Merger shall constitute or create a Change in Control.

Exhibit 10.6
AMENDMENT TO EXECUTIVE INCENTIVE PLAN

The definition of "Change in Control" in Section 2 of Appendix A to the GTE Corporation 1997 Executive Incentive Plan is hereby amended, effective January 1, 1999, by replacing the period at the end of paragraph (d)(iii) thereof with a semicolon and by adding the following paragraph at the end of such definition:

provided that, notwithstanding the preceding provisions of this definition of "Change in Control," in the case of Awards for Plan Years beginning on or after January 1, 1999, neither (1) the merger between the Corporation and Bell Atlantic Corporation ("Bell Atlantic") or a subsidiary of Bell Atlantic, pursuant to the Agreement and Plan of Merger dated as of July 27, 1998, among Bell Atlantic, Beta Gamma Corporation, and the Corporation (the "Agreement"), as such Agreement may be amended from time to time (the "Merger") nor (2) any proposal, agreement (including the Agreement), or action to approve, effectuate, or implement the Merger nor (3) any change in the membership of the Board as a result of the Merger shall constitute or create a Change in Control.

EXHIBIT 10.10

GTE EXECUTIVE SALARY DEFERRAL PLAN

AMENDED AND RESTATED
EFFECTIVE AS OF SEPTEMBER 1, 1997

GTE EXECUTIVE SALARY DEFERRAL PLAN

TABLE OF CONTENTS

ARTICLE I             INTRODUCTION                                           PAGE

                      Name of Plan                                           1
                      Purposes of Plan                                       1
                      Gender and Number                                      1
                      Effective Date                                         1

ARTICLE II            DEFINITIONS                                            2

ARTICLE III           ELIGIBILITY AND ELECTION TO DEFER
                      Eligibility                                            7
                      Salary Deferral Amounts                                7
                      Election to Defer                                      7
                      Designation of Beneficiaries                           9

ARTICLE IV            ACCOUNTS AND INTEREST
                      Accounts                                               10
                      Interest                                               10
                      Matching Contributions                                 11
                      Hypothetical Nature of Accounts and Investments        12

ARTICLE V             PAYMENTS
                      Exclusive Entitlement to Payment                       13
                      Method of Payment                                      13
                      Payment Commencement                                   14
                      Interim Payments                                       15
                      Limitations on Rights to Payment                       15

ARTICLE VI            MISCELLANEOUS
                      Plan Administration                                    17
                      Appeals Procedure                                      18
                      Change in Control                                      18
                      Rights Not Assignable                                  19
                      Inability to Locate Participants and Beneficiaries     19
                      Withholding Taxes                                      19
                      Certain Rights Reserved                                19
                      Severability                                           20
                      Titles and Headings Not to Control                     20
                      Governing Law                                          20

ARTICLE I

INTRODUCTION

1.01. NAME OF PLAN.

This Plan shall be known as the GTE Executive Salary Deferral Plan.

1.02. PURPOSES OF PLAN.

The purposes of the Plan is to provide certain employees of the Company the opportunity to elect to defer compensation not otherwise eligible for deferral under other deferred compensation arrangements maintained by the Company and to enable such employees to receive the benefit of additional deferred compensation that is comparable to certain matching contributions that the Code prevents such employees from receiving under the GTE Savings Plan.

1.03. GENDER AND NUMBER.

Masculine pronouns shall refer to both males and females. The singular form shall include the plural, where appropriate.

1.04. EFFECTIVE DATE.

The Plan shall be effective as of July 1, 1994. The Plan was amended and restated effective as of September 5, 1996 and this amendment and restatement is effective as of September 1, 1997.

ARTICLE II

DEFINITIONS

Unless the context clearly indicates otherwise, the following terms, when used in capitalized form in the Plan, shall have the meanings set forth below.

2.01. AFFILIATE. "Affiliate" shall have the meaning ascribed to such term in Rule 1 2b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended from time to time.

2.02. ANNUAL DEFERRAL. "Annual Deferral" shall mean the deferral with respect to a Plan Year elected by a Participant in accordance with Section 3.03.

2.03. ARTICLE. "Article" shall mean an article of the Plan.

2.04. ASSOCIATE. "Associate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended from time to time.

2.05. BASE AMOUNT "Base Amount" shall mean annual base salary in the amount of $150,000, as adjusted from time to time pursuant to section 401(a)(17) of the Code.

2.06 BENEFICIAL OWNER. A Person shall be deemed the "Beneficial Owner" of; and shall be deemed to "beneficially own," any securities:

(1) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly;

(2) which such Person or any of such Person's Affiliates or Associates has (A) the right or obligation to acquire (whether such right or obligation is exercisable or effective immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights (other than the rights granted pursuant to the Rights Plan), warrants or options, or otherwise; provided that a Person shall not be deemed the "Beneficial Owner" of; or to "beneficially own," securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (B) the right to vote pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided that a Person shall not be deemed the "Beneficial Owner" of; or to "beneficially own," any security under this clause (B) if the agreement, arrangement, or understanding to vote such security (i) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934, as

amended from time to time, and (ii) is not also then reported by such Person on Schedule 13D under the Securities Exchange Act of 1934, as amended from time to time (or any comparable or successor report); or

(3) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement, or understanding (whether or not in writing) or with which such Person or any of such Person's Affiliates have otherwise formed a group for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (B)(i) of paragraph (2), above), or disposing of any securities of GTE Corporation.

2.07. BOARD. "Board" shall mean the Board of Directors of GTE Corporation.

2.08. CHANGE IN CONTROL. A "Change in Control" shall occur when and only when the first of the following events occurs:

(1) an acquisition (other than directly from GTE Corporation) of securities of GTE Corporation by any Person, immediately after which such Person, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of securities of GTE Corporation representing 20% or more of the Voting Power or such lower percentage of the Voting Power that, from time to time, would cause the Person to constitute an "Acquiring Person" (as such term is defined in the Rights Plan); provided that, in determining whether a Change in Control has occurred, the acquisition of securities of GTE Corporation in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control; or

(2) three or more directors, whose election or nomination for election is not approved by a majority of the members of the "Incumbent Board" (as defined below) then serving as members of the Board, are elected within any single 12-month period to serve on the Board; provided that an individual whose election or nomination for election is approved as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended from time to time) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed not to have been approved by a majority of the Incumbent Board for purposes hereof; or

(3) members of the Incumbent Board cease for any reason to constitute at least a majority of the Board; "Incumbent Board" shall mean individuals who, as of the close of business on April 20, 1994, are members of the Board; provided that, if the election, or nomination for election by GTE Corporation's shareholders, of any new director was approved by a vote of at least three-quarters of the Incumbent Board, such new director shall, for purposes of the Plan, be considered as a member of the Incumbent Board; provided further that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened Election Contest or other actual or threatened Proxy Contest, including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

(4) approval by shareholders of GTE Corporation of:

(A) a merger, consolidation, or reorganization involving GTE Corporation, unless

(i) the shareholders of GTE Corporation, immediately before the merger, consolidation, or reorganization, own directly or indirectly immediately following such merger, consolidation, or reorganization, at least 50% of the combined voting power of the outstanding voting securities of the corporation resulting from such merger, consolidation, or reorganization (the "Surviving Corporation") in substantially the same proportion as their ownership of the voting securities immediately before such merger, consolidation, or reorganization;

(ii) individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation, or reorganization constitute at least a majority of the board of directors of the Surviving Corporation; and

(iii) no Person (other than GTE Corporation or any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained by GTE Corporation, the Surviving Corporation or any Subsidiary, or any Person who, immediately prior to such merger, consolidation, or reorganization, had Beneficial Ownership of securities representing 20% (or such lower percentage the acquisition of which would cause a Change in Control pursuant to paragraph (1) of this definition of "Change in Control") or more of the Voting Power) has Beneficial Ownership of securities representing 20% (or such lower percentage the acquisition of which would cause a Change in Control pursuant to paragraph (1) of this definition of "Change in Control") or more of the combined voting power of the Surviving Corporation's then outstanding voting securities;

(B) a complete liquidation or dissolution of GTE Corporation; or

(C) an agreement for the sale or other disposition of all or substantially all of the assets of GTE Corporation to any Person (other than a transfer to a Subsidiary).

2.09. CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.10. COMMITTEE. "Committee" shall mean the Executive Compensation and Organizational Structure Committee of the Board, or any successor thereto.

2.11. COMPANY. "Company" shall mean GTE Corporation and its Subsidiaries.

2.12. DISABILITY. "Disability" shall mean "Disability" as that term is defined in the GTE Service Corporation Plan for Employees' Pensions, as amended from time to time.

2.13. ELIGIBLE AMOUNT. "Eligible Amount" shall mean that part of an Eligible Employee's annual base salary from the Company in excess of the Base Amount.

2.14. ELIGIBLE EMPLOYEE. "Eligible Employee" shall mean an employee of the Company whose annual base salary for services performed for the Company is paid in United States currency and exceeds the Base Amount.

2.15. GTE COMMON STOCK "GTE Common Stock" shall mean the common stock of GTE Corporation.

2.16. MATCHABLE COMPENSATION. "Matchable Compensation" shall mean that portion of the Eligible Amount that does not exceed the amount obtained by multiplying the Base Amount by the ratio that 235.84 bears to 150.00; provided that, effective as of January 1, 1998, "Matchable Compensation" shall mean the Eligible Amount.

2.17. MATCHING PERCENTAGE. "Matching Percentage" shall mean the rate at which Matchable Compensation shall be matched by the Company under the terms of the Plan. With respect to each Plan Year, the Matching Percentage shall equal the rate at which the Company makes Company-Matching Contributions (as defined in the GTE Savings Plan) under the GTE Savings Plan with respect to that Plan Year.

2.18. MOODY'S RATE. "Moody's Rate" shall mean the "Corporate Average" yield of long-term, high-grade corporate bonds as reported by Moody's Investors Service, or such other substantially similar yield designated by the Plan Administrator as the applicable interest rate.

2.19. NON-CONTROL ACQUISITION. "Non-Control Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) GTE Corporation or (B) any of its Subsidiaries, (2) GTE Corporation or any of its Subsidiaries, or (3) any Person in connection with a Non-Control Transaction.

2.20. NON-CONTROL TRANSACTION "Non-Control Transaction" shall mean a transaction described in clauses (i) through (iii) of subparagraph (4)(A) of
Section 2.08.

2.21. PARTICIPANT. "Participant" shall mean each Eligible Employee who makes an election pursuant to Section 3.03 and whose accounts hereunder have a positive balance.

2.22. PERSON. "Person" shall mean any individual, firm, corporation, partnership, joint venture, association, trust, or other entity.

2.23. PLAN. "Plan" shall mean this GTE Executive Salary Deferral Plan, on the date of adoption hereof and as it may be amended from time to time.

2.24. PLAN ADMINISTRATOR. "Plan Administrator" shall mean the chief human resources officer of GTE Service Corporation or any other Person designated by the Committee to serve as Plan Administrator.

2.25 PLAN YEAR. "Plan Year" shall mean the calendar year, except that the first Plan Year shall begin on the date determined by the Plan Administrator and shall end on December 31, 1994.

2.26. RETIREMENT "Retirement" shall mean retirement at age 65 without a service pension pursuant to a Company-sponsored defined benefit pension plan, retirement at any age with a service pension

pursuant to a Company-sponsored defined benefit pension plan, or retirement with a disability pension pursuant to a Company-sponsored disability welfare benefit plan.

2.27. RIGHTS PLAN "Rights Plan" shall mean the Rights Agreement, dated as of December 7, 1989, between GTE Corporation and State Street Bank and Trust Company (now administered by First National Bank of Boston), as it may be amended from time to time, or any successor thereto.

2.28. SECTION. "Section" shall mean a section of the Plan.

2.29. SUBSIDIARY. "Subsidiary" of any Person shall mean any corporation or other entity of which at least 80% (or such lesser percentage as the Plan Administrator may determine) of the voting power of the voting equity securities or voting interest is owned, directly or indirectly, by such Person.

2.30. TERMINATION. "Termination" shall mean a separation from service with the Company for any reason other than Retirement, Termination for Cause, Disability, or death.

2.31. TERMINATION FOR CAUSE. "Termination for Cause" shall mean the termination by the Company of a Participant by virtue of that Participant's (1) engagement in unlawful acts intended to result in the substantial personal enrichment of the Participant at the Company's expense, or (2) engagement (except by reason of incapacity due to illness or injury) in a material violation of his responsibilities to the Company that results in a material injury to the Company. A Participant's voluntary termination of employment with or Retirement from the Company with the intent to avert a Termination for Cause shall for purposes of the Plan be deemed a Termination for Cause.

2.32. VOTING POWER. "Voting Power" shall mean the voting power of all securities of GTE Corporation then outstanding generally entitled to vote for the election of directors of GTE Corporation.

ARTICLE III

ELIGIBILITY AND ELECTION TO DEFER

3.01. ELIGIBILITY.

(a) Eligible Employees shall be eligible to participate in the Plan.

(b) An employee who first becomes an Eligible Employee other than on the first day of a Plan Year shall be eligible to participate in the Plan as soon as administratively practicable after the beginning of the first pay period in which his annual base salary exceeds the Base Amount.

3.02. SALARY DEFERRAL AMOUNTS.

Each Participant shall be eligible to defer up to 100% (or such lesser percentage as the Plan Administrator may determine in its sole discretion) of his Eligible Amount for the Plan Year (or the period thereof during which the election is in effect); provided that any such deferral must be made in integral multiples of 1% of the Eligible Amount; and provided further that the Committee may in its sole discretion at any time or from time to time reduce or increase the portion of an Eligible Employee's annual base salary that shall constitute the Eligible Amount

3.03. ELECTION TO DEFER.

(a) A Participant who wishes to defer part of the Eligible Amount that he will earn during a Plan Year shall submit an election to the Plan Administrator that satisfies each of the requirements set forth in paragraphs
(1) through (7), below.

(1) DEADLINE FOR SUBMITTING ELECTION. An election with respect to a Plan Year shall be submitted on or before the September 30th next preceding the Plan Year with respect to which the election is made or such other date established by the Plan Administrator in its sole discretion; provided that

(A) an election with respect to the initial Plan Year shall be submitted on or before the date determined by the Plan Administrator; and

(B) an Eligible Employee who first becomes eligible to participate in the Plan pursuant to Section 3.01(b) must make any election pursuant to this Section 3.03 for the Plan Year in which he became an Eligible Employee within 30 days after becoming eligible to participate in the Plan.

An election described in the preceding sentence shall remain in effect until the beginning of the next succeeding Plan Year and shall be deemed to be renewed automatically for such next succeeding Plan Year unless revoked by the Participant by making a new election pursuant to this Section 3.03. An election to defer receipt of part of the Eligible Amount shall apply only to compensation earned after

the date the Participant's election is filed with the Plan Administrator.

(2) FORM OF ELECTION. The election shall be in writing and in a form acceptable to the Plan Administrator.

(3) AMOUNT OF DEFERRAL. The election shall specify the percentage of his Eligible Amount that the Participant wishes to defer in accordance with
Section 3.02.

(4) TREATMENT OF DEFERRAL. The election shall specify that the Annual Deferral should be treated as if held entirely in cash, entirely in GTE Common Stock, or partly in cash and partly in GTE Common Stock (and if so the percentage allocation between cash and GTE Common Stock in integral multiples of 1%).

(5) PAYMENT COMMENCEMENT. The election shall specify the year or events, selected by the Participant in accordance with Section 5.03, as of which payments with respect to the Annual Deferral are to commence under the Plan.

(6) METHOD OF PAYMENT. In the case of the election of a fixed commencement year pursuant to Sections 3.03(a)(5) and 5.03(a), the election shall specify the method, selected by the Participant in accordance with
Section 5.02, in which payments with respect to the Annual Deferral are to be made under the Plan.

(7) ELECTION IRREVOCABLE. Except as otherwise specifically provided in the Plan, the amount of deferral, the treatment of the deferral, the payment commencement date, and the method of payment elected by a Participant with respect to an Annual Deferral in accordance with paragraphs (3) through (6), above, shall not be revocable or subject to modification at any time.

(b) If the Plan Administrator determines, in its sole discretion, that a Participant has incurred unusual, extraordinary expenses or hardship caused by events beyond the Participant's control, such as accident or illness, the Plan Administrator may grant a Participant's request to reduce the amount of his Annual Deferral at any time, provided that the amount of the reduction must be limited to the amount reasonably necessary to relieve the hardship or financial emergency upon which the request is based. A reduction in the deferral percentage effected pursuant to this subsection shall not otherwise alter the terms of the Participant's participation in the Plan. The Plan Administrator may require a Participant who requests a reduction in an Annual Deferral under this subsection (b) to submit such evidence as the Plan Administrator, in its sole discretion, deems necessary or appropriate to substantiate the circumstances upon which the request is based.

(c) A Participant may, within one year prior to normal retirement, within six months prior to early retirement, or at any time after either form of retirement, elect that all or part of such portion of his account that is treated as if held in GTE Common Stock thereafter be treated as being held in cash or that all or part of such portion of his account that is treated as if held in cash thereafter be treated as if held in GTE Common Stock; provided that only one such election may be made in any Plan Year. The effective date of such a change in hypothetical investment shall be the first day of the next calendar quarter that begins after the date of the election.

(d) A Participant may submit a request at any time to the Plan Administrator to modify the payment commencement date, the method of payment, or both, with respect to the Annual Deferral; provided that only one such request may be made in any Plan Year; and provided further that the request must be submitted before any payment is made to the Participant with respect to the Annual Deferral pursuant to Article V (other than an interim payment pursuant to Section 5.04). If the modification has the effect of accelerating all or part of any payment otherwise due the Participant under Article V, the request shall be subject to the approval of the Plan Administrator, which approval the Plan Administrator may grant or deny in its sole discretion. If the modification has the effect of deferring until a later calendar year all or part of any payment otherwise due the Participant under Article V, the request shall be granted, provided that the request is submitted at least 60 days before the last day of the calendar year immediately preceding the calendar year in which the payment otherwise would have been made to the Participant under Article V. In no event shall the modification have the effect of accelerating the first day of the payment commencement year to less than one year from the date the modification is submitted to the Plan Administrator.

(e) A Participant who has elected that an Annual Deferral be treated in full or in part as being held in GTE Common Stock may at any time following a Change in Control make a one-time election to have all or part of such portion of his account thereafter treated as being held in cash. The effective date of such a change in hypothetical investment shall be the first day of the next calendar quarter that begins after the date of the election.

(f) If a Participant becomes subject to a prohibition against continuing to have all or part of an Annual Deferral being treated as held in GTE Common Stock because of an actual or potential conflict of interest, he shall be permitted a one-time election on the occurrence of the prohibition to have that portion of such Annual Deferral that is treated as if held in GTE Common Stock thereafter treated as if held in cash; provided that the Plan Administrator may approve or disapprove such an election in its sole discretion. The effective date of such an election shall be the first day of the month next following the month in which the election is received (or, if later, approved) by the Plan Administrator. Within a reasonable amount of time from the removal of the prohibition referred to in the first sentence of this subsection (f), the Participant shall be afforded an election to treat as if held in GTE Common Stock that portion of his account that was treated as if held in cash pursuant to the first sentence of this subsection (f); provided that the Plan Administrator may approve or disapprove such an election in its sole discretion. The effective date of the election referred to in the preceding sentence shall be the first day of the calendar quarter next following the calendar quarter in which such election is received (or, if later, approved) by the Plan Administrator. The dollar value of the hypothetical shares of GTE Common Stock with respect to which the elections described in this subsection (f) are made shall be calculated in accordance with Section 4.02(b).

3.04. DESIGNATION OF BENEFICIARIES.

A Participant who makes a deferral election pursuant to Section 3.03 may designate one or more beneficiaries under the Plan. Notwithstanding Section 3.03(a)(7), a Participant may, at any time, revoke a prior designation and make a new designation pursuant to this Section 3.04. Any such designation or revocation shall be in writing and shall be submitted to the Plan Administrator prior to the Participant's death in such form and in such manner as is acceptable to the Plan Administrator.

ARTICLE IV

ACCOUNTS AND INTEREST

4.01. ACCOUNTS.

(a) ESTABLISHMENT OF ACCOUNTS. A separate bookkeeping account shall be maintained for each Participant. Such account shall be (1) credited with the amounts deferred by the Participant pursuant to Section 3.03, (2) credited (or charged, as the case may be) with the hypothetical investment results determined pursuant to Section 4.02, and (3) charged with the amounts paid by the Plan to or on behalf of the Participant pursuant to Article V.

(b) SUBACCOUNTS. Within each Participant's account, separate subaccounts shall be maintained to the extent necessary for the administration of the Plan. For example, it may be necessary to maintain separate subaccounts where the Participant has specified different payment commencement dates or different methods of payment with respect to his Annual Deferrals for different Plan Years.

4.02. INTEREST.

(a) DEEMED INVESTMENT IN CASH. If an Annual Deferral is treated as if held in cash, the balance in a Participant's account that is so treated shall be determined in accordance with the following rules:

(1) CASH CREDITS. Any amount that would have been paid to a Participant during a calendar quarter but for his deferral election pursuant to
Section 3.03 shall be credited to his account.

(2) INTEREST. Interest shall be credited to the account as follows:
any cash credits during the calendar quarter shall earn interest from the day they are credited to the Participant's account, and any payments made from the account will cease to earn interest on the day they are subtracted from the account. Cash balances under the account as of the end of the immediately preceding calendar quarter that were not withdrawn during the calendar quarter shall earn interest for the entire calendar quarter. The rate at which interest shall be credited for purposes of this section shall be the equivalent of an annualized rate equal to the Moody's Rate as of the day immediately preceding the beginning of the applicable calendar quarter.

(b) DEEMED INVESTMENT IN GTE COMMON STOCK. If an Annual Deferral is treated as if held in GTE Common Stock, the balance in a Participant's account that is so treated shall be determined in accordance with the following rules:

(1) CONVERSION INTO GTE COMMON STOCK. Any amount that would have been paid to a Participant during a calendar quarter but for his deferral election pursuant to Section 3.03 and any matching contributions pursuant to
Section 4.03 shall be converted into an equivalent number of hypothetical shares of GTE Common Stock (including hypothetical fractional shares) by dividing the amount deferred for that calendar quarter by the average closing price of GTE Common Stock, as reported on the composite tape of New York Stock Exchange issues for the last 20 trading days of the immediately preceding calendar quarter.

(2) DEEMED REINVESTMENT OF DIVIDENDS. The number of hypothetical shares of GTE Common Stock credited to a Participant's account pursuant to paragraph (1), above, shall be increased on each date that a dividend is paid on GTE Common Stock. The number of additional hypothetical shares of GTE Common Stock credited to a Participant's account as a result of such increase shall be determined, first, by multiplying the total number of hypothetical shares of GTE Common Stock credited to the Participant's account on the dividend record date by the amount of the dividend declared per share of GTE Common Stock on the dividend declaration date, and, then, by dividing the product so determined by the closing price of GTE Common Stock on the composite tape of New York Stock Exchange issues on the dividend declaration date (or if there was no reported sale of GTE Common Stock on such date, on the next preceding day on which there was such a reported sale).

(3) CONVERSION OUT OF GTE COMMON STOCK. The dollar value of the hypothetical shares of GTE Common Stock credited to a Participant's account on any date shall be determined by multiplying the number of hypothetical shares of GTE Common Stock credited to the Participant's account on that date by the average closing price of GTE Common Stock, as reported on the composite tape of New York Stock Exchange issues for the last 20 trading days of the immediately preceding calendar quarter.

(4) EFFECT OF RECAPITALIZATION. In the event of a transaction or event described in this paragraph (4), the number of hypothetical shares of GTE Common Stock credited to a Participant's account shall be adjusted in such manner as the Plan Administrator, in its sole discretion, deems equitable. A transaction or event is described in this paragraph (4) if and only if (A) it is a dividend or other distribution (whether in the form of cash, shares, other securities, or other property), extraordinary cash dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off combination, repurchase, or exchange of shares or other securities, the exercisability of stock purchase rights received under the Rights Plan, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, and (B) the Plan Administrator determines that such transaction or event affects the shares of GTE Common Stock, such that an adjustment pursuant to this paragraph (4) is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

4.03. MATCHING CONTRIBUTIONS.

(a) The Company shall credit to each Participant's account a number of hypothetical shares of GTE Common Stock equal in value to the Matching Percentage of the percentage (up to 6%) of the Participant's Matchable Compensation that the Participant defers for each Plan Year; provided that such hypothetical shares shall be credited only if the Participant is a participant in the GTE Savings Plan and is eligible for a Company-Matching Contribution under the GTE Savings Plan for that Plan Year and has made Elective and After-Tax Contributions under the GTE Savings Plan for that Plan Year that (i) in the aggregate equal 6% of the Base Amount and (ii) satisfy the requirements established in sections 3 .03(a)(2) and 3.03 (a)(4) of the GTE Savings Plan.

(b) The Plan Administrator may credit to a Participant's account, for equitable reasons and

good cause shown, an additional number of hypothetical shares (including fractional shares) of GTE Common Stock equal in value to any Company-Matching Contribution not credited to the Participant's account under the GTE Savings Plan because of Units placed on such Company-Matching Contributions under the terms of the Code or the GTE Savings Plan; provided that, to the extent that the amount of such credit depends on the extent to which the Participant makes or does not make elective deferrals under the qualified cash or deferred arrangement under the GTE Savings Plan, the credit shall not be made unless, for the pertinent Plan Year, the Participant has made the maximum elective deferral permissible under section 402(g) of the Code or the maximum elective deferral permitted under the terms of the GTE Savings Plan.

(c) For purposes of subsections (a) and (b), above, the value of a hypothetical share of GTE Common Stock shall be the average closing price of GTE Common Stock, as reported on the composite tape of New York Stock Exchange issues for the last 20 trading days of the immediately preceding calendar quarter. Hypothetical shares credited to a Participant's account pursuant to this Section 4.03 shall be credited as of the same date as of which Company-Matching Contributions are made under the GTE Savings Plan and shall be treated in accordance with Section 4.02(b).

4.04. HYPOTHETICAL NATURE OF ACCOUNTS AND INVESTMENTS.

Each account and investment established under this Article IV shall be hypothetical in nature and shall be maintained for bookkeeping purposes only. Neither the Plan nor any of the accounts established hereunder shall hold any actual funds or assets. The right of any person to receive one or more payments under the Plan shall be an unsecured claim against the general assets of GTE Corporation. Any liability of the Company to any Participant, former Participant, or beneficiary with respect to a right to payment shall be based solely upon contractual obligations created by the Plan. Neither the Company, the Board, nor any other Person shall be deemed to be a trustee of any amounts to be paid under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other Person.

ARTICLE V

PAYMENTS

5.01. EXCLUSIVE ENTITLEMENT TO PAYMENT.

A Participant's deferral election pursuant to Section 3.03 shall constitute a waiver of his right to receive the amount deferred and an agreement to receive in lieu thereof the amounts payable to him at the times and in the amounts specified in this Article V. No other amounts shall be due under the Plan or otherwise as a result of a Participant's deferral election pursuant to Section 3.03.

5.02. METHOD OF PAYMENT.

The payments to a Participant with respect to an Annual Deferral shall be made solely in cash pursuant to the method provided for in either paragraph
(a) or (b), below, that is selected by the Participant in accordance with
Section 3 .03(a)(6). A Participant may select different methods of payment with respect to his Annual Deferrals for different Plan Years.

(a) LUMP SUM. A Participant may elect to receive payment with respect to an Annual Deferral in a lump sum. The lump sum shall be payable to the Participant in cash as of the first business day of the payment commencement year. The lump sum shall equal the portion of the balance in the Participant's account attributable to the Annual Deferral, determined as of the date of payment.

(b) INSTALLMENTS. A Participant may elect to receive the payments with respect to an Annual Deferral either in annual or quarterly installments for a period of not less than two or more than 20 years; provided that the number of years elected shall not extend the period of payment beyond the life expectancy of the Participant as determined under Table V of Treas. Reg. Sec. 1.72-9 (as amended from time to time), determined on the basis of his age on the date as of which payments would commence. If the number of years elected by a Participant would otherwise exceed the limits imposed by the preceding provisions of this Section 5.02(b), he shall be deemed to have elected the maximum number of years permitted under such preceding provisions. Installments shall be payable to the Participant:

(1) if the Participant elects payment commencement in accordance with Section 5.03 (a), beginning as of the first business day of the year selected as the payment commencement year; or

(2) if the Participant elects payment commencement in accordance with Section 5.03(b), beginning as of the time specified in that Section.

Each installment shall equal the portion of the balance in the Participant's account attributable to the Annual Deferral, determined as of the date the installment is payable, multiplied by a fraction the numerator of which is one, and the denominator of which is the excess of the total number of installments elected by the Participant over the number of installment payments previously made

under the schedule. For example, the respective fractions under a five-year schedule of annual installments are 115 for the first installment, 1/4 for the second installment, 113 for the third installment, 1/2 for the fourth installment, and 1/1 for the fifth and final installment.

5.03. PAYMENT COMMENCEMENT.

Unless otherwise specifically provided in the Plan (including but not limited to Section 5.05), the payments to a Participant with respect to an Annual Deferral shall commence in accordance with paragraph (a), (b), or (c), below, as selected by the Participant in accordance with Section 3.03(a)(5).

(a) FIXED COMMENCEMENT YEAR. A Participant may select a specific year for the commencement of payments; provided that, if any of the events described in paragraph (b), below, occur before the payment commencement date selected pursuant to this paragraph (a), payment shall commence in accordance with paragraph (b). A Participant may select different payment commencement years with respect to his Annual Deferrals for different Plan Years.

(b) RETIREMENT, TERMINATION, DISABILITY, OR DEATH A Participant may select as the payment commencement date the date of his Retirement, Termination, Disability, or death.

(1) RETIREMENT. Amounts deferred until Retirement shall be paid in annual installments over a period of 10 years unless, at least 60 days prior to Retirement, a request is made to the Plan Administrator asking for a different schedule of payments in accordance with Section 5.02; provided that the Plan Administrator may approve or deny such a request in its sole discretion; provided further that no payment shall be made until the first business day of the first calendar quarter that begins more than 90 days after the date of Retirement; and provided further that, if at the time of Retirement payments have commenced pursuant to paragraph (a) above, such payments will continue according to the schedule on which they were then being paid.

(2) TERMINATION. A Participant who incurs a Termination shall be paid any amounts deferred in annual installments over a period of 10 years or the payment schedule requested, in accordance with Section 5.02, at the time of Termination, whichever is shorter; provided that the Plan Administrator, in its sole discretion, may approve or deny any payment schedule requested at the time of Termination; provided further that no payment shall be made until the first business day of the first calendar quarter that begins more than 90 days after the date of Termination; and provided further that, if at the time of Termination payments have commenced pursuant to paragraph (a), above, such payments will continue according to the schedule on which they were then being paid.

(3) DISABILITY. A Participant who incurs a Disability shall be paid any amounts deferred in annual installments over a period of 10 years; provided that a Participant at the time of onset of Disability may elect a fewer number of installments; provided further that the Plan Administrator, in its sole discretion, may approve or disapprove any payment schedule elected at the time of onset of Disability; provided further that no payment shall be made until the first business day of the first calendar quarter that begins after the date of Disability; and provided further that, if at the time of the onset of the Disability payment has commenced pursuant to paragraph (a), above, or the preceding provisions of this paragraph (b), such payments will continue according to the schedule on which they were then being paid.

(4) DEATH. If a Participant dies before receiving any or all of the balance in the Participant's account, the entire balance in the Participant's account shall be paid as soon as practicable after the Participant's death in a lump sum to the beneficiary designated by the Participant in accordance with
Section 3.04, or, if there is no such beneficiary, to the Participant's estate.

(c) CHANGE IN CONTROL In addition to an election in accordance with either subsection (a) or (b), above, a Participant may elect that, in the event of a Change in Control, his entire account balance shall be paid to him within 45 days after such Change in Control.

5.04. INTERIM PAYMENTS.

(a) HARDSHIP. Upon request, the Plan Administrator may permit the payment of all or part of a Participant's account if the Plan Administrator, in its sole discretion, determines that the Participant has incurred unusual, extraordinary expenses or hardship caused by events beyond the Participant's control, such as accident or illness. The amount that may be withdrawn shall be limited to the amount reasonably necessary to relieve the hardship or financial emergency upon which the request is based. The Plan Administrator may require a Participant who requests a payment under this subsection (a) to submit such evidence as the Plan Administrator, in its sole discretion, deems necessary or appropriate to substantiate the circumstances upon which the request is based.

(b) OTHER. At any time, a Participant may elect that 94% of all (or a designated portion of) his account balance shall be paid to him 61 days following the filing of such an election; provided that the Plan Administrator may approve or disapprove such election in its sole discretion. If a Participant receives a payment pursuant to this subsection (b), the remaining 6% of the Participant's entire account balance (or the designated portion thereof) shall be permanently forfeited and shall not be paid to, or in respect of; the Participant.

5.05. LIMITATIONS ON RIGHTS TO PAYMENT.

(a) FORFEITURE OF RIGHTS. A Participant who incurs a Termination for Cause, or who misuses Company assets or confidential information of the Company either while employed by the Company or following a separation from service with the Company, may in the discretion of the Plan Administrator forfeit all rights to any payments under the Plan that would otherwise be payable to the Participant or his beneficiaries on or after the initial date of such action by the Participant. A Participant shall not be deemed to have incurred a Termination for Cause or to have misused Company assets or confidential information of the Company within the meaning of this subsection (a) unless and until there shall have been delivered to him a notice from the Plan Administrator (after reasonable notice to the Participant and an opportunity for the Participant, together with counsel, to be heard before the Plan Administrator), finding that the Participant has misused Company assets or confidential information of the Company or engaged in the conduct set forth in
Section 2.31 and specifying the particulars thereof in detail; provided that, after a Change in Control occurs, no Participant shall be determined to have incurred a Termination for Cause or to have misused Company assets or confidential information of the Company.

(b) COMPETITIVE CONDUCT. If a Participant engages in any business that is directly or indirectly competitive with the Company while employed by the Company or within one year following a separation from service with the Company for any reason: (1) all interest credited to a Participant's account under
Section 4.02(a) shall be recalculated by using as the applicable interest rate the Moody's Rate multiplied by 0.8, rather than the Moody's Rate; (2) there shall be no deemed dividends pursuant to Section 4.02(b); and (3) the Participant shall be deemed to have elected to receive payments under the Plan in 10 annual installments, commencing as of the date payment otherwise commences under the terms of the Plan. The determination of whether a Participant has engaged in any business that is directly or indirectly competitive with the Company within the meaning of this Section 5.05(b) shall be within the sole discretion of the Plan Administrator; provided that, after a Change in Control occurs, no Participant shall be determined to have engaged in any business that is directly or indirectly competitive with the Company.

ARTICLE VI

MISCELLANEOUS

6.01. PLAN ADMINISTRATION.

(a) IN GENERAL. Except to the extent the Plan specifically provides otherwise: (i) the Plan Administrator shall have the discretionary authority to interpret the Plan and to decide any and all matters arising under the Plan, including without limitation the right to determine eligibility for participation, benefits, and other rights under the Plan; the right to determine whether any election or notice requirement or other administrative procedure under the Plan has been adequately observed; the right to determine the proper recipient of any distribution under the Plan; the right to remedy possible ambiguities, inconsistencies, or omissions by general rule or particular decision; and the right otherwise to interpret the Plan in accordance with its terms; and (ii) the Plan Administrator's determination on any and all questions arising out of the interpretation or administration of the Plan shall be final, conclusive, and binding on all parties.

(b) PLAN AMENDMENT AND TERMINATION. The Board may amend, suspend, or terminate the Plan at any time. The Committee may amend the rate of interest credited pursuant to Section 4.02 and may adopt any other amendments to the Plan that do not impose material costs on the Company or effect material increases or decreases in the benefits provided under the Plan. The Plan Administrator may amend the Plan to enable the Plan and its Participants to meet the requirements of or to reflect any changes in the securities laws of the United States, including the rules and regulations thereunder. Upon termination of the Plan, all amounts deferred before the date of termination, and any rights to payment with respect to such deferred amounts, shall continue to be governed by the provisions of the Plan. Notwithstanding anything to the contrary in this subparagraph (b), no amendment, suspension, or termination of the Plan shall reduce a Participant's accrued benefits under the Plan prior to the date of such amendment, suspension, or termination. Although the Plan is not subject to section 204(g) of the Employee Retirement Income Security Act of 1974 ("ERISA"), the accrued benefits that are protected by the preceding sentence shall include those accrued benefits that would be protected by section 204(g) of ERJSA if the Plan were subject to said section 204(g).

(c) RIGHTS PROTECTED FOLLOWING CHANGE IN CONTROL. Notwithstanding any provision of the Plan to the contrary, no amendment, suspension, or termination of the Plan, or revocation of any required approval by the Board, the Committee, or the Plan Administrator, effected after a Change in Control, shall operate to reduce, eliminate, or otherwise adversely affect any Participant's or beneficiary's right to receive any payment under the Plan (including, without limitation, the amount, timing, and method thereof) in accordance with any deferral election made prior to the date of such amendment, suspension, termination, or revocation of approval and in accordance with any investment or payment option permitted (irrespective of any requirement for approval) pursuant to the Plan as in effect on the date immediately preceding the date on which the Change in Control occurs. Notwithstanding any provision of the Plan to the contrary, upon and after a Change in Control, the rights described in the immediately preceding sentence shall be fully vested, nonforfeitable contractual rights enforceable by or on behalf of any Participant or former Participant against GTE Corporation or any successor to all or substantially all of the business or assets of GTE Corporation. After the date on which a Change

in Control occurs, any Participant, former Participant, or beneficiary (which terms shall include, for the purposes of this subsection (c), any executor, personal representative, heir, or legatee of a deceased former Participant) may apply to the trustee of the GTE Service Corporation Benefits Protection Trust for assistance (which may include, without limitation, legal counsel and the institution of litigation) in enforcing the rights of the Participant, former Participant, or beneficiary under the Plan and pursuing any claims he might have under the terms of the Plan; provided that any Participant, former Participant, or beneficiary who applies for such assistance shall be subject to and bound by any limitations that said trustee may impose. No Participant, former Participant, or beneficiary shall be required to notify or seek the assistance of said trustee as a condition of or prerequisite to any other action that might be taken by or on behalf of the Participant, former Participant, or beneficiary in order to enforce his rights or pursue his claims under the Plan, and the fees, expenses, and costs that he may incur in any such other action shall not be the responsibility of the GTE Service Corporation Benefits Protection Trust or the trustee thereof.

6.02 APPEALS PROCEDURE.

A claimant who has been denied a claim for benefits, in whole or in part, may, within a period of 60 days following his receipt of the denial, request a review of such denial before the Plan Administrator by filing a written notice with the Plan Administrator. In connection with an appeal, the claimant (or his authorized representative) may review pertinent documents and may submit evidence and arguments in writing to the Plan Administrator. The Plan Administrator may decide the questions presented by the appeal and shall issue to the claimant a written notice setting forth: (1) the specific reasons for the decision and (2) specific reference to the pertinent Plan provisions on which the decision is based. The notice shall be issued within a period of time not exceeding 60 days after receipt of the request for review; provided that, if special circumstances should require, such period of time may be extended for an additional 60 days commencing at the end of the initial 60-day period. Written notice of any such extension shall be provided to the claimant prior to the expiration of the initial 60-day period. The decision of the Plan Administrator shall be final and conclusive.

6.03. CHANGE IN CONTROL.

(a) CHANGE IN CONTROL PROVISIONS. Section 2.08, Section 3.03(e),
Section 5.03(c), the proviso in the last sentence of Section 5.05(a), the proviso in the last sentence of Section 5.05(b), Section 6.01(c), and this
Section 6.03 (collectively, the "Change in Control Provisions") shall cease to be effective on July 1, 1995; provided, however, that the Change in Control Provisions shall automatically become effective for an additional one-year period beginning on July 1, 1995, and on each anniversary of that date (a "Renewal Date") unless (i) not later than the December 31st immediately preceding such Renewal Date, the Board adopts a resolution providing that the Change in Control Provisions shall not be renewed upon the next succeeding Renewal Date, and (ii) a Change in Control does not occur prior to such next succeeding Renewal Date; and provided further that, notwithstanding any provision hereof to the contrary, if; while the Change in Control Provisions are in effect, a Change in Control occurs, the Change in Control Provisions shall be extended so as to remain in effect after the date on which the Change in Control occurs, until all rights of Participants, former Participants, and beneficiaries and all liabilities and obligations of GTE Corporation (and any successor to all or substantially all of GTE's business or assets) under the Plan have been fully satisfied.

(b) PLAN MODIFICATIONS FOLLOWING CHANGE IN CONTROL. Notwithstanding any provision of the Plan to the contrary, the Board may amend, modify, or suspend the Change in Control Provisions at any time before a Change in Control occurs, but, unless the Change in Control Provisions have ceased to be effective prior to the date on which a Change in Control occurs, and except as may be required by law, on and after the date on which a Change in Control occurs: (1) the Change in Control Provisions shall not be amended, modified, suspended, or terminated, directly or indirectly, and (2)(A) no other provisions of the Plan shall be amended, modified, suspended, or terminated, directly or indirectly, (B) no rules, regulations, or procedures under the Plan shall be established or modified, (C) no interpretation of the Plan shall be adopted, (D) no determination under the Plan shall be made, and (E) no authority or discretion shall be exercised, that would alter the meaning or operation of the Change in Control Provisions or that would undermine or frustrate their purposes.

6.04. RIGHTS NOT ASSIGNABLE.

No payment due any Person under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge in any other way. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge such payment in any other way shall be void. No such payment or interest herein shall be liable for or subject to the debts, contracts, liabilities, or torts of any Participant or beneficiary. If any Participant or beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge in any other way any payment under the Plan, the Plan Administrator may direct that such payment be suspended and that all future payments to which such Person otherwise would be entitled be held and applied for the benefit of such Person, the Person's children or other dependents, or any of them, in such manner and in such proportions as the Plan Administrator may deem proper.

6.05. INABILITY TO LOCATE PARTICIPANTS AND BENEFICIARIES.

Each Participant or beneficiary entitled to receive payment under the Plan shall keep the Plan Administrator advised of his current address. If the Plan Administrator is unable for a period of 36 months to locate a Participant or beneficiary to whom a payment is due under the Plan, commencing with the first day of the month as of which such payment first comes due, the total amount payable to such Participant or beneficiary shall be forfeited. Should such a Participant or beneficiary contact the Plan Administrator requesting payment thereafter, the Plan Administrator shall, upon satisfaction of its requests for any corroborating documentation, restore and pay the forfeited payment in a lump sum, the value of which shall not be adjusted to reflect any interest or other type of investment earnings or gains for the period of forfeiture.

6.06. WITHHOLDING TAXES.

The Plan Administrator may make any appropriate arrangements to deduct from all Annual Deferrals and payments hereunder any taxes that the Plan Administrator reasonably determines to be required by law to be withheld from such Annual Deferrals and payments.

6.07. CERTAIN RIGHTS RESERVED.

Nothing in the Plan shall confer upon any employee of the Company or other Person the right: (1) to continue in the employment or service of the Company or affect any right that the Company may have to terminate the employment or service of (or to demote or to exclude from future participation in the Plan) any such employee or other Person at any time for any reason; (2) to participate in the Plan; or (3) to receive an annual base salary of any particular amount.

6.08. SEVERABILITY.

If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, such unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan or part thereof; each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan is held unlawful or otherwise invalid or unenforceable, such unlawfulness, invalidity, or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and, if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable, then such unlawfulness, invalidity, or unenforceability shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid, or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid, or unenforceable shall be made or provided under the Plan.

6.09. TITLES AND HEADINGS NOT TO CONTROL.

The titles to Articles and the headings of Sections, subsections, paragraphs, and subparagraphs in the Plan are placed herein for convenience of reference only and, as such, shall have no force or effect in the interpretation of the Plan.

6.10. GOVERNING LAW.

The Plan and all determinations made and actions taken thereunder shall be governed by and construed in accordance with the laws of the United States and, to the extent not preempted thereby, the State of New York.

Exhibit 10.10

AMENDMENTS TO THE
GTE EXECUTIVE SALARY DEFERRAL PLAN
EFFECTIVE AS OF JANUARY 1, 1998

1. Section 2.16 is amended to add the following proviso to the end thereof:

"provided that, effective as of January 1, 1998, "Matchable Compensation" shall mean the Eligible Amount."

2. Section 3.02 is amended to read as follows:

"3.02. Salary Deferral Amounts.

Each Participant shall be eligible to defer up to 100% (or such lesser percentage as the Plan Administrator may determine in its sole discretion) of his Eligible Amount for the Plan Year (or the period thereof during which the election is in effect); provided that any such deferral must be made in integral multiples of 1% of the Eligible Amount; and provided further that the Committee may in its sole discretion at any time or from time to time reduce or increase the portion of an Eligible Employee's annual base salary that shall constitute the Eligible Amount."

Exhibit 10.10

AMENDMENTS TO THE
GTE EXECUTIVE SALARY
DEFERRAL PLAN

A. Effective as of January 1, 1999:

1. Section 4.02 (b) (3) is amended to read as follows:

"(3) CONVERSION OUT OF GTE COMMON STOCK.

The dollar value of the hypothetical shares of GTE Common Stock paid to or withdrawn from a Participant's account on any date shall be determined by multiplying the number of hypothetical shares of GTE Common Stock paid to or withdrawn from the Participant's account on that date by the closing price of GTE Common Stock as reported on the composite tape of New York Stock Exchange issues on that date."

2. Section 5.02 (b) is amended to read as follows:

"(B) INSTALLMENTS.

A Participant may elect to receive the payments with respect to a Deferral either in annual, semi-annual, quarterly or monthly installments for a period of not less than two or more than 20 years; provided that the number of years elected shall

not extend the period of payment beyond the life expectancy of the Participant as determined under Table V of Treas. Reg. section 1.72-9 (as amended from time to time), determined on the basis of his age on the date as of which payments would commence. If the number of years elected by a Participant would otherwise exceed the limits imposed by the preceding provision of this Section 5.02 (b), he shall be deemed to have elected the maximum number of years permitted under such preceding provision. Installments shall be payable to the Participant:"

3. Section 3.03 (c) is amended to read as follows:

"(c) A Participant may, within one year prior to normal retirement, within six months prior to early retirement, or at any time after either form of retirement, elect that all or part of such portion of his account that is treated as being held in GTE Common Stock thereafter be treated as being held in cash or that all or part of such portion of his account that is treated as if held in cash thereafter be treated as if held in GTE Common Stock; provided that only one such election may be made in any Plan Year. The effective date of such a change in hypothetical investment shall be the date of the election."

4. Section 4.03 (c) is amended to read as follows:

"(c) For purposes of subsections (a) and (b), above, the value of a hypothetical share of GTE Common Stock shall be calculated in the same manner as Matching Contributions under the GTE Savings Plan are calculated. Hypothetical shares credited to a Participant's account pursuant to this Section 4.03 shall be credited as of the same date as of which Company-Matching Contributions are made under the GTE Savings Plan and shall be treated in accordance with Section 4.02 (b)."

5. Section 5.03 (b) (1) is amended to read as follows:

"(1) RETIREMENT.

Amounts deferred until Retirement shall be paid in annual installments over a period of 10 years unless, at least 60 days prior to Retirement, a request is made to the Plan Administrator asking for a different schedule of payments in accordance with Section 5.02; provided that the Plan Administrator may approve or deny such a request in its sole discretion; provided further that no payment shall be made until the first business day more than 30 days after the date of Retirement; and provided further that, if at the time of Retirement payments have commenced pursuant to paragraph (a), above, such payments will continue according to the schedule on which they were then being paid."

6. Section 5.03 (b) (2) is amended to read as follows:

"(2) TERMINATION.

A Participant who incurs a Termination shall be paid any amounts deferred in annual installments over a period of 10 years or the payment schedule requested, in accordance with
Section 5.02, at the time of Termination, whichever is shorter; provided that the Plan Administrator, in its sole discretion, may approve or deny any payment schedule requested at the time of Termination; provided further that no payment shall be made until the first business day more than 30 days after the date of Termination; and provided further that, if at the time of Termination payments have commenced pursuant to paragraph (a), above, such payments will continue according to the schedule on which they were then being paid."

7. Section 6.01 is amended to add the following subsection (e):

"(e) GTE Corporation reserves the right to charge fees to Participants for set-up and/or maintenance of deferral accounts."

8. Effective as of September 3, 1998:

Section 6.04 is amended to read as follows:

"A Participant's rights and interests under the Plan may not be assigned or transferred. In the case of any former Participant's death, payment, if any, under the Plan shall be made to the Participant's surviving spouse or designated beneficiary in accordance with the provisions of the Plan. However, the immediately preceding sentences shall not apply with respect to an order which satisfies the requirements for a qualified domestic relations order set forth in Section 206(d)(3)(B)(i) of the Employee Retirement Income Security Act of 1974, as amended ("QDRO") which is issued with respect to a Participant's right or interest under the Plan, and benefits shall be payable to the alternate payee designated in the QDRO in accordance with the terms and conditions thereof."

Exhibit 10.10

AMENDMENTS TO THE
GTE EXECUTIVE SALARY DEFERRAL PLAN
EFFECTIVE AS OF JANUARY 1, 1998

1. Section 1.02 is amended to read as follows:

"1.02. PURPOSES OF PLAN.

The purposes of the Plan are to provide certain employees of the Company the opportunity to defer compensation not otherwise eligible for deferral under other deferred compensation arrangements maintained by the Company and to enable such employees to receive the benefit of additional deferred compensation that is comparable to certain matching contributions that the terms of the GTE Savings Plan and the Code prevent such employees from receiving under the GTE Savings Plan."

2. Section 2.05 is amended to read as follows:

"2.05. Base Amount. "Base Amount" shall mean annual base salary in the amount of $150,000, as adjusted from time to time pursuant to section 401(a)(17) of the Code; provided that if a Participant is not eligible to participate in the GTE Savings Plan during a Plan Year, the "Base Amount" for that Participant in that Plan Year shall be zero."

3. Section 2.14 is amended to read as follows:

"2.14. Eligible Employee. "Eligible Employee" shall mean an employee of the Company (1) whose annual base salary for services performed for the Company is paid in United States currency and exceeds the Base Amount or (2) who is designated as an Eligible Employee by the Plan Administrator."

4. Section 4.03 is amended by redesignating subsection (c) as subsection
(d) and by inserting the following subsection (c) immediately after subsection (b):

"(c) If the Participant is not eligible to participate in the GTE Savings Plan, the Company shall credit to the Participant's account a number of hypothetical shares of GTE Common Stock equal in value to the Matching Percentage of the percentage (up to 6%) of the Participant's Matchable Compensation that the Participant defers for each Plan Year; provided that such hypothetical shares shall be credited only if the Plan Administrator determines that the Participant would have been eligible for a Company-Matching Contribution under the GTE Savings Plan for that Plan Year had the Participant been eligible to participate in the GTE Savings Plan for that Plan Year and that the Participant has satisfied any other requirements that the Plan Administrator imposes in its discretion."

5. Section 4.03(d) is amended by deleting "subsections (a) and (1))," and replacing that phrase with "subsections (a), (1)) and (c)"."

EXHIBIT 10.11

January 22, 1999 (Revised)

Armen Der Marderosian
[Address]
[Address]

Dear Armen:

I want to personally let you know how much your many contributions to GTE and your valued leadership have been appreciated. In light of those accomplishments and your agreement to take on the role of assisting GTE in connection with the divestiture of Government Systems (the "Galaxy Transaction"), I want to provide you with an appropriate transition arrangement in connection with your departure from GTE. This letter (the "Letter Agreement") sets out the terms of that arrangement.

A. CONTINUED EMPLOYMENT AND SEPARATION

1. SPECIAL ASSIGNMENT PERIOD. From the effective date of this Letter Agreement through the later of (a) successful completion of a divestiture of all or substantially all of the assets of Government Systems ("Transaction Completion") or the decision of the Board of Directors of GTE Corporation to terminate divestiture efforts, or (b) shareholder approval or termination of the proposed merger between Bell Atlantic Corporation and GTE (the "Merger"), you will have primary responsibility for the Galaxy Transaction and will perform such other duties as directed by me. During this period, referred to as the "Special Assignment Period," you will remain at your current salary level. In the event that neither Transaction Completion nor shareholder approval of the Merger occurs, GTE will provide you with a transition arrangement, the terms of which will be decided at that time but which will provide benefits which are, at a minimum, equivalent to those otherwise available to you under GTE's Involuntary Separation Program ("ISEP") as then in effect.

2. SEPARATION BENEFITS. You will irrevocably terminate your employment with GTE upon conclusion of the Special Assignment Period. If shareholder approval of the Merger has occurred at that time, you will receive separation benefits as set forth in, and in accordance with the terms of, your Executive Severance Agreement. If shareholder approval has not occurred and you do not become a "Transferred Employee" (as such term is defined in ISEP) after completion of the Galaxy Transaction, you will be eligible to receive separation benefits in accordance with the terms of ISEP or any successor plan which may exist. Of course, if shareholder approval has not occurred and you become a Transferred Employee, you will not be eligible for ISEP benefits. You will also receive a lump sum payment for all accrued, unused (but unpaid) vacation upon the termination of your employment with GTE, but you will not receive service credit for same.

Armen Der Marderosian
January 22, 1999 (Revised)

3. EIP. You will continue to participate in GTE's Executive Incentive Plan ("EIP"), or any successor plan which may exist, during the Special Assignment Period on the same basis as other executives at your level, subject to the terms of that plan. If your EIP payment for the year in which you separate from employment has not been paid out as a result of shareholder approval of the Merger, your award for that year will be prorated based on the number of calendar months of service you completed in that year. Any amount to which you are entitled under EIP will be payable at the same time payments are made to other EIP participants. The Executive Compensation and Organizational Structure Committee of the Board of Directors of GTE, its designee, its successor or its successor's designee (the "ECC") will determine the amount of your actual awards. You will be eligible to defer your EIP award, but you will not receive a match for those amounts under the company's Equity Participation Program ("EPP").

4. LTIP. You will continue to participate in GTE's Long Term Incentive Plan ("LTIP"), or any successor plan that may exist, on the same terms as other executives at your level during the Special Assignment Period. In the event of shareholder approval of the Merger, outstanding options will vest and Performance Bonus Awards will be paid out in accordance with the terms of your Award Agreements. Following, or in the absence of, shareholder approval, any outstanding stock options under LTIP will vest immediately upon your separation from employment, and you will have two years or longer to exercise those options, subject to the terms of and any restrictions established by the option agreements. Outstanding LTIP cash awards that have not been paid out as a result of the shareholder approval of the Merger will be prorated to reflect the number of actual full months of service you completed in the outstanding cycles. All payments under LTIP will be paid at the same time payments are made to other participants. The ECC will determine the amount of your actual awards. You will be eligible to defer your award, but you will not receive a match under the company's EPP.

5. TERMINATION OF EMPLOYMENT. In accordance with company policy, GTE reserves the right to terminate your employment prior to the end of the Special Assignment Period for Cause, which, for purposes of this Letter Agreement, will be as determined by your supervisor at the time with the concurrence of the Executive Vice President - Human Resources and Administration or his successor. If you are discharged for Cause, elect to resign or retire, or die or become disabled (within the meaning of GTE's Long Term Disability Plan) prior to the expiration of the Special Assignment Period, all further obligations under this Letter Agreement shall cease (except for, in the case of termination due to death or disability, your right to any prorated Transaction Completion Bonus or Partial Bonus as provided for below), and you will not be entitled to separation benefits under this Letter Agreement.

Armen Der Marderosian
January 22, 1999 (Revised)

B. TRANSACTION COMPLETION BONUS

1. TRANSACTION COMPLETION BONUS. Subject to the conditions set out herein, on or about 45 days following the Transaction Completion, you will receive a special "Transaction Completion Bonus" equal (before withholding of applicable taxes) to an amount as set forth in either paragraph (a) or (b) below.

(a) One and one-half times the sum of (i) your base annual salary as of Transaction Completion and (ii) the prior three-year average corporate rating under EIP (as of Transaction Completion) for your grade level multiplied by an amount equal to 100% of norm for that grade level; or

(b) As set out in the chart below, a bonus based on the established minimum, target, and maximum sales price for Government Systems (as determined by the Galaxy Transaction documents). If the sales price falls between minimum and target or target and maximum, the bonus will be calculated using linear interpolation (see Attachment A).

Confidential information has been omitted and filed separately with the Securities and Exchange Commission.

At the time you execute this Letter Agreement, you must make an irrevocable election as to which formula you want to be used to calculate your potential bonus. If you do not make an election at the time you execute this Letter Agreement, you will be eligible solely for the bonus set forth in paragraph B(1)(a) above.

2. Partial Bonus. In the event that the Board of Directors of GTE Corporation decides to terminate efforts to divest all or substantially all of the assets of Government Systems, on or about 45 days from the date of that decision (the "Termination Date"), you will receive a special bonus (a "Partial Bonus") equal, before withholding of applicable taxes, to 25% of the Transaction Completion Bonus you would have received under option B(1)(a), above, if the Transaction Completion had occurred on the Termination Date.

3. INVOLUNTARY TERMINATION WITHOUT CAUSE. If, prior to Transaction Completion or, if applicable, the Termination Date, your employment is terminated involuntarily without Cause and for reasons other than your death or disability, you will receive a payment equal to the Transaction Completion Bonus, or, as the case may be, Partial Bonus, to which you would have been entitled under the terms of this Letter Agreement had your employment continued through Transaction Completion or, if applicable, the Termination Date. Payment will be made at the same time the bonus would have been paid had you remained employed through Transaction Completion or, if applicable, the

Armen Der Marderosian
January 22, 1999 (Revised)

Termination Date. Under no circumstances will your resignation from employment or retirement for any reason constitute an involuntary termination without Cause for purposes of the incentive provided for by this Letter Agreement.

4. DEATH OR DISABILITY. If the Galaxy Transaction is completed and you die or become disabled (within the meaning of GTE's Long Term Disability Plan) prior to the Transaction Completion, you, or, in the event of your death, your estate, will receive a prorated Transaction Completion Bonus based on the ratio of (i) the number of days you remained actively employed between the date of this Letter Agreement and Transaction Completion to (ii) the number of days between the date of this Letter Agreement and Transaction Completion. If efforts to divest all or substantially all of the assets of Government Systems are terminated, and should you die or become disabled (within the meaning of GTE's Long Term Disability Plan) prior to the Termination Date, you or, in the event of your death, your estate, will receive a Partial Bonus equal to the Partial Bonus you would have received had you remained actively employed through the Termination Date. The prorated Transaction Completion Bonus or the Partial Bonus payable under this paragraph shall be paid at the same time such bonus would have been paid had you remained actively employed through the Transaction Completion or, if applicable, the Termination Date.

5. CIRCUMSTANCES WHEN NO BONUS WILL BE PAID. Should you resign or retire for any reason prior to Transaction Completion or, if applicable, the Termination Date, or should you at any time engage in conduct that would constitute Cause for your discharge, you will not be eligible to receive any portion of the Transaction Completion Bonus or Partial Bonus.

6. DEFERRAL. The Transaction Completion Bonus or Partial Bonus, as the case may be, may be deferred under the EIP deferral regulations, or any successor arrangement, in accordance with the terms of those regulations. Amounts deferred under this Letter Agreement shall not, however, be eligible for match under EPP.

7. PAYMENT TAXABLE/NOT BENEFIT BEARING. Applicable taxes will be withheld from any bonus payment made pursuant to this Letter Agreement. Neither the Transaction Completion Bonus nor the Partial Bonus shall be treated as compensation for purposes of computing or determining any benefit under any pension, savings, insurance, or other employee compensation or benefit plan maintained by GTE.

8. NO DUPLICATION OF BENEFITS. Except for grants and agreements specifically approved by the ECC, there shall be no duplication between any retention incentive payment provided for by this Letter Agreement and any other retention incentive program that provides for payment of a retention bonus for continued employment during any part of the same period covered by this Letter Agreement. As a result, any bonus payment otherwise due under this Letter Agreement shall be reduced by any amounts due under any such retention incentive program.

Armen Der Marderosian
January 22, 1999 (Revised)

9. RELEASE REQUIREMENT. Payment of any Transaction Completion Bonus or Partial Bonus under this Letter Agreement is contingent upon your executing a release of claims against GTE in a form acceptable to GTE.

I. C. GENERAL PROVISIONS

1. PROHIBITION AGAINST RECRUITING OR HIRING. Commencing on the date of this Letter Agreement and through the first anniversary of the termination of your employment for any reason from GTE (which, for purposes of this Letter Agreement, includes GTE Corporation, any corporate subsidiary or other company affiliated with GTE Corporation, any company in which GTE Corporation owns directly or indirectly an equity interest of at least ten percent, and the successors and assigns of any such company, including, following the Merger, Bell Atlantic Corporation, its subsidiaries, affiliates, and other related entities and their successors and assigns) you agree that you will not, without the prior written consent of the ECC:

(i) Recruit or solicit any employee of GTE for employment or for retention as a consultant or provider of services;

(ii) Hire, or participate with another company or third party in the process of hiring, any employee of GTE;

(iii) Provide names or other information about GTE employees to any person or business under circumstances that you know or should know could lead to the use of that information for purposes of recruiting or hiring; or

(iv) Interfere with the relationship between GTE and any of its employees, agents, or representatives.

Provided, however, that the provisions of this paragraph will not apply in the event that you become employed by any entity to which all or substantially all of the assets of Government Systems are sold.

2. PROHIBITION AGAINST SOLICITING GTE CUSTOMERS. Commencing on the date of this Letter Agreement and through the first anniversary of the termination of your employment for any reason from GTE, you agree that you will not solicit or contact, directly or indirectly, any customer, client, or prospect of GTE with whom you or any of the GTE employees reporting to you had any contact at any time during the year preceding your termination for the purpose of inducing such customer, client, or prospect to cease being, or to not become, a customer or client of GTE or to divert business from GTE. Provided, however, that the provisions of this paragraph will not apply in the event that you become employed by any entity to which all or substantially all of the assets of Government Systems are sold.

Armen Der Marderosian
January 22, 1999 (Revised)

3. CONFIDENTIALITY. You agree that you will not disclose or discuss the existence or terms of this Letter Agreement under any circumstances where it reasonably could be expected that such information would, directly or indirectly, come to the attention of any present or past GTE employee, consultant, or contractor. You further agree that you will require any person with whom you share information about this Letter Agreement to adhere to the same standard of confidentiality.

4. PROPRIETARY INFORMATION. You agree that you will at all times comply with your obligations under the Employee Agreement Relating to Intellectual Property (Policy 412) or its equivalent and preserve the confidentiality of all Proprietary Information and trade secrets of GTE, and the Proprietary Information and trade secrets of third parties, including customers, that are in the possession of GTE, by not disclosing the same to any third party or using the same, or any portion thereof, for the benefit of anyone other than GTE. "Proprietary Information" means information obtained or developed by you or to which you had access during your employment with GTE, including, but not limited to, customer information and trade secrets and proprietary information of GTE and third parties that has not been fully disclosed in a writing generally circulated by GTE to the public at large without any restrictions on use or disclosure. You agree that you will return all copies, in whole or in part, in any form, of trade secrets or Proprietary Information in your possession or control upon any termination of employment or upon request by GTE, whichever occurs earlier, without making or retaining a copy.

5. SURVIVAL OF AND CONSIDERATION FOR COVENANTS. You acknowledge and agree that the compensation and benefits provided for pursuant to this Letter Agreement include consideration for the covenants contained in paragraphs 1, 2, 3 and 4 of Section C of this Letter Agreement and that, except as specifically provided by the terms of this Letter Agreement, the obligations set out in paragraphs 1, 2, 3 and 4 of Section C of this Letter Agreement survive any cancellation, termination, or expiration of this Letter Agreement or the termination of your employment with GTE.

6. BUSINESS DISCRETION OF GTE. Nothing in this Letter Agreement is intended to limit the discretion of GTE to take any action with regard to the sale that GTE may consider appropriate, including, without limitation, postponing Transaction Completion or terminating sales efforts. This Letter Agreement does not entitle you to remain in the employ of GTE for any minimum or prescribed period or term and does not modify the at-will status of your employment.

7. ASSIGNMENT BY GTE. GTE may assign this Letter Agreement without your consent. You may not assign this Letter Agreement, and no person other than you (or your estate) may assert your rights under this Letter Agreement.

8. DISPUTE RESOLUTION. You agree that the ECC shall have sole discretion to interpret this Letter Agreement and to resolve any and all disputes under this Letter Agreement. You further agree that the ECC's determination shall be final and binding.

Armen Der Marderosian
January 22, 1999 (Revised)

9. WAIVER. The waiver by GTE of any breach of this Letter Agreement shall not be construed as a waiver of any subsequent breach.

10. GOVERNING LAW. This Letter Agreement shall be interpreted and enforced in accordance with the laws of the State of New York, disregarding its choice of law rules.

11. REMEDIES. You acknowledge that irreparable injury to GTE will result in the event of any breach by you of any of the covenants or obligations under this Letter Agreement, including other obligations referenced herein. In the event of a breach of any of your covenants and commitments under this Letter Agreement, including any other obligations referenced herein, GTE shall not be obligated to make any payment otherwise required under this Letter Agreement and may, at GTE's discretion, require you to repay any amounts already paid to you, including amounts that may have been deferred. In addition, GTE reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief, and compensatory and punitive damages.

12. DEFINITIONS/RELATIONSHIP TO OTHER AGREEMENTS. The definitions contained in this Letter Agreement, including, but not limited to, the definition of Cause, shall be controlling for purposes of this Letter Agreement. These definitions shall not be modified by, nor shall they modify, definitions for terms in any other agreement to which you may be a party.

13. ENTIRE AGREEMENT. You acknowledge and agree that, except for your Executive Severance Agreement, this Letter Agreement, including the required release, sets forth the entire understanding of the parties with regard to the subject matter addressed herein and that this Letter Agreement supersedes all prior agreements (other than your Executive Severance Agreement) and communications, whether written or oral, pertaining to the subject matter described herein. The Letter Agreement shall not be modified except by written agreement duly executed by you and GTE.

Armen Der Marderosian
January 22, 1999 (Revised)

Again, Armen, we appreciate your leadership and valuable contributions to the company. I hope that the terms of this Letter Agreement and the incentive just described will provide you with a level of comfort as you continue your important role at GTE and our efforts to make the transaction a success. If this Letter Agreement meets with your satisfaction, please sign below, fax a copy to me no later than 8:00 a.m. EST on Monday, January 25, 1999, and return the original to me by overnight mail, to be received no later than Tuesday, January 26, 1999.

Sincerely,

Thomas White

TW:jls

I have read, understand, and agree to the terms of this Letter Agreement.

I irrevocably elect the following bonus calculation formula for purposes of determining the amount of any Transaction Completion Bonus, or, in the event of my death or disability prior to Transaction Completion, any portion thereof, to which I am entitled under this Letter Agreement.

        (a)    bonus based on annual salary and average EIP as described
-------        in paragraph B(1)(a) of this Letter Agreement.

               or

        (b)    bonus based on price obtained at Transaction Completion and
-------        as described in paragraph B(1)(b) of this Letter Agreement.

-------------------------------------

Armen Der Marderosian

EXHIBIT 10.12

CONFIDENTIAL

Employee Name
Employee Address

Dear [First Name]:

As you know, on July 27, 1998, GTE Corporation entered into an Agreement and Plan of Merger (the "Definitive Agreement") with Bell Atlantic Corporation ("Bell Atlantic"). In line with this decision, the businesses of the two companies will be merged (the "Merger") on a date yet to be determined ("the Closing Date"). It is crucial that we continue to conduct business as usual during the period preceding the Closing Date and that we retain people like yourself whose skill is essential to our ongoing business efforts and/or the Merger. This Agreement is intended to provide you with an incentive to continue your employment through the Closing Date.

1. MERGER BONUS. On or about 45 days following the Closing Date, you will receive a merger implementation and retention bonus (a "Merger Bonus") equal (before withholding of applicable taxes) to one and one half times the sum of (i) your base annual salary as of the Closing Date and (ii) the prior three-year average corporate rating (as of the date of shareholder approval of the Merger) under GTE's Executive Incentive Plan ("EIP") for your grade level as of the Closing Date multiplied by an amount equal to 100% of norm for that grade level under EIP.

2. INVOLUNTARY TERMINATION WITHOUT CAUSE. If your employment is terminated involuntarily without Cause (and for reasons other than your death or disability) prior to the Closing Date, you will receive a payment equal to the Merger Bonus to which you would have been entitled had your employment continued through the Closing Date. Payment will be made at the same time such bonuses are paid to other eligible employees. Under no circumstances will your resignation from employment or retirement for any reason constitute an involuntary termination without Cause for purposes of this Agreement.

3. DEATH OR DISABILITY. Should the Merger be concluded as anticipated and you die or become disabled (within the meaning of GTE's Long Term Disability Plan) prior to the Closing Date, you, or, in the event of your death, your estate, will receive a prorated Merger Bonus based on the ratio of (i) the number of days you remained actively employed between the date of this Agreement and the Closing Date to (ii) the number of days between the date of this Agreement and the Closing Date. The prorated Merger Bonus payable under

this paragraph shall be paid at the same time the Merger Bonus is paid to other eligible employees.

4. CIRCUMSTANCES WHEN NO BONUS WILL BE PAID. You will not receive a Merger Bonus if the Closing Date does not occur. Should you resign or retire for any reason prior to the Closing Date or should you at any time engage in conduct that would constitute Cause, you will not be eligible to receive any portion of the Merger Bonus. For purposes of this Agreement, Cause means (i) failure to perform satisfactorily the duties assigned to you; (ii) breach of any of the terms of this Agreement; (iii) violation of a law (other than a traffic violation or minor civil offense), whether or not there has been a conviction; or (iv) breach of any written company policy or agreement, including, but not limited to, the Employee Agreement Relating to Intellectual Property (Policy 412) or its equivalent (the "Employee Agreement Relating to Intellectual Property"), or the Standards of Business Conduct, as each is amended from time to time.

5. PROHIBITION AGAINST RECRUITING OR HIRING. Commencing on the date of this Agreement, and, in the event your employment is terminated for any reason, for one year following such termination, you agree that you will not, without the prior written consent of the Executive Compensation and Organizational Structure Committee of GTE Corporation's Board of Directors, its designee, its successor, or its successor's designee (the "ECC"):

(i) Recruit or solicit any employee of GTE (which, for purposes of this Agreement, includes GTE Corporation, any corporate subsidiary or other company affiliated with GTE Corporation, any company in which GTE Corporation owns directly or indirectly an equity interest of at least ten percent, and the successors and assigns of any such company, including, following the Merger, Bell Atlantic Corporation, its subsidiaries, affiliates, and other related entities and their successors and assigns) for employment or retention as a consultant or provider of services;

(ii) Hire, or participate with another entity or third party in the process of hiring, any employee of GTE;

(iii) Provide names or other information about GTE employees to any person or business under circumstances that you know or should know could lead to the use of that information for purposes of recruiting or hiring; or

(iv) Interfere with the relationship between GTE and any of its employees, agents, or representatives.

6. PROHIBITION AGAINST SOLICITING GTE CUSTOMERS. Commencing on the date of this Agreement, and, in the event your employment with GTE is terminated for any reason, for one year following such termination, you agree that you will not solicit or contact, directly or indirectly, any customer, client, or prospect of GTE with whom you or any of the GTE employees reporting to you had any contact at any time during the year preceding your termination for the purpose of inducing such customer, client, or prospect to cease being, or to not become, a customer or client of GTE or to divert business from GTE.

7. CONFIDENTIALITY. You agree that you will not disclose or discuss either the existence or the terms of this Agreement under any circumstances where such information could reasonably be expected to, directly or indirectly, come to the attention of any present or former employee, contractor, or consultant of GTE. You further agree that you will require anyone with whom you share information regarding this Agreement to adhere to the same standard of confidentiality.

8. PROPRIETARY INFORMATION. You agree that you will at all times comply with your obligations under the Employee Agreement Relating to Intellectual Property and preserve the confidentiality of all Proprietary Information and trade secrets of GTE and the Proprietary Information and trade secrets of third parties, including customers, that are in the possession of GTE by not disclosing the same to any other party or using the same, or any portion thereof, for the benefit of anyone other than GTE. "Proprietary Information" means information obtained or developed by you or to which you had access during your employment with GTE, including, but not limited to, customer information and other trade secrets and Proprietary Information of GTE and third parties that has not been fully disclosed in a writing generally circulated by GTE to the public at large without any restrictions on use or disclosure. You agree that you will return all copies, in whole or in part, in any form, of trade secrets and Proprietary Information in your possession or control in the event of your termination of employment or upon request by GTE, whichever occurs earlier, without making or retaining a copy.

9. SURVIVAL OF AND CONSIDERATION FOR COVENANTS. You acknowledge and agree that any payment made pursuant to this Agreement includes consideration for the covenants contained in paragraphs 5, 6, 7 and 8 of this Agreement and that the obligations set out in paragraphs 5, 6, 7, and 8 of this Agreement survive any cancellation, termination, or expiration of this Agreement or the termination of your employment with GTE.

10. DEFERRAL. Amounts otherwise payable to you under this Agreement may be deferred under GTE's EIP deferral regulations, or any successor arrangement, in accordance with the terms of those regulations. Amounts deferred under this Agreement shall not, however, be eligible for match under GTE's Equity Participation Plan.

11. PAYMENT TAXABLE/NOT BENEFIT BEARING. Applicable taxes will be withheld from any payment made pursuant to this Agreement. Amounts payable under this Agreement shall not be treated as compensation for purposes of computing or determining any benefit under any pension, savings, insurance, or other employee compensation or benefit plan maintained by GTE.

12. NO DUPLICATION OF BENEFITS. Except for grants and agreements specifically approved by the ECC, there shall be no duplication between any payment provided for by this Agreement and any other retention incentive program that provides for payment of a retention bonus for continued employment during any part of the same time period covered by this Agreement. As a result, any payment otherwise due under this Agreement shall be reduced by any amounts due under any such retention incentive program.

13. BUSINESS DISCRETION OF GTE. Nothing in this Agreement is intended to limit the discretion of GTE to take any action with regard to the Merger that GTE may consider appropriate, including, without limitation, postponing the Closing Date or terminating the Definitive Agreement. This Agreement does not entitle you to remain in the employ of GTE for any minimum or prescribed period of term and does not modify the at-will status of your employment.

14. ASSIGNMENT BY GTE. GTE may assign this Agreement without your consent to any company that acquires all or substantially all of the stock or assets of GTE, or into which or with which GTE is merged or consolidated. This Agreement may not be assigned by you, and no person other than you (or your estate) may assert your rights under this Agreement.

15. DISPUTE RESOLUTION. You agree that the ECC shall have sole discretion to interpret this Agreement and to resolve any and all disputes under this Agreement, including, but not limited to, issues arising under paragraphs 2, 4, 5, 6, 7 and 8. You further agree that the ECC's determination shall be final and binding.

16. WAIVER. The waiver by GTE of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

17. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York, disregarding its choice of law rules.

18. REMEDIES. You acknowledge that irreparable injury to GTE will result in the event of any breach by you of any of the covenants or obligations under this Agreement, including other obligations referenced herein. In the event of a breach of any of your covenants and commitments under this Agreement, including any other obligations referenced herein, GTE shall not be obligated to make any payment otherwise required under this Agreement and may, at GTE's discretion, require you to repay any amounts already paid to you, including amounts that may have been deferred. In addition, GTE reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief, and compensatory and punitive damages.

19. DEFINITIONS/RELATIONSHIP TO OTHER AGREEMENTS. The definitions contained in this Agreement, including but not limited to the definition of Cause, shall be controlling for purposes of this Agreement. These definitions shall not be modified by, nor shall they modify, definitions for terms in any other agreement to which you may be a party.

20. ENTIRE AGREEMENT. You acknowledge and agree that this Agreement sets forth the entire understanding of the parties with regard to the subject matter addressed herein and that this Agreement supersedes all prior agreements and communications, whether written or oral, pertaining to the incentive described herein. This Agreement shall not be modified except by written agreement duly executed by you and GTE.

I hope that the terms of this Agreement and the incentive just described will provide you with a level of comfort as you continue your valuable contributions to GTE. GTE believes you have made and will continue to make a difference in our future -- we are truly pleased to have you on our team. If this Agreement meets with your satisfaction, please sign below and return the original to me within fifteen (15) business days.

Sincerely,

I have read, understand and agree to the foregoing.

EXHIBIT 10.13

CONFIDENTIAL

Employee Name
Employee Address

Dear [First Name]:

As you know, on July 27, 1998, GTE Corporation entered into an Agreement and Plan of Merger (the "Definitive Agreement") with Bell Atlantic Corporation ("Bell Atlantic"). In line with this decision, the businesses of the two companies will be merged (the "Merger") on a date yet to be determined ("the Closing Date"). It is crucial that we continue to conduct business as usual during the period preceding the Closing Date and that we retain people like yourself whose skill is essential to our ongoing business efforts and/or the Merger. This Agreement is intended to provide you with an incentive to continue your employment through the Closing Date or, should the Definitive Agreement be terminated, the date of such termination (the "Termination Date").

1. MERGER BONUS. On or about 45 days following the Closing Date, you will receive a merger implementation and retention bonus (a "Merger Bonus") equal (before withholding of applicable taxes) to one times the sum of (i) your base annual salary as of the Closing Date and (ii) the prior three-year average corporate rating (as of the date of shareholder approval of the Merger) under GTE's Executive Incentive Plan ("EIP") for your grade level as of the Closing Date multiplied by an amount equal to 100% of norm for that grade level under EIP.

2. PARTIAL BONUS. If the Definitive Agreement is terminated, on or about 45 days following the Termination Date, you will receive, in lieu of the Merger Bonus described above, a special bonus (a "Partial Bonus") equal (before withholding of applicable taxes) to 25% of the Merger Bonus you would have otherwise received had the Closing Date occurred on the Termination Date.

3. INVOLUNTARY TERMINATION WITHOUT CAUSE. If your employment is terminated involuntarily without Cause (and for reasons other than your death or disability) prior to the Closing Date or, if applicable, the Termination Date, you will receive a payment equal to the Merger Bonus or, as the case may be, Partial Bonus to which you would have been entitled had your employment continued through the Closing Date or Termination Date. Payment will be made at the same time such bonuses are paid to other eligible employees. Under no circumstances will your resignation from employment or retirement for any reason constitute an involuntary termination without Cause for purposes of this Agreement.

4. DEATH OR DISABILITY. Should the Merger be concluded as anticipated and you die or become disabled (within the meaning of GTE's Long Term Disability Plan) prior to the Closing Date, you, or, in the event of your death, your estate, will receive a prorated Merger Bonus based on the ratio of (i) the number of days you remained actively employed between the date of this Agreement and the Closing Date to (ii) the number of days between the date of this Agreement and the Closing Date. Should the Definitive Agreement be terminated and you die or become disabled before the Termination Date, you, or, in the event of your death, your estate, will receive an amount equal to the Partial Bonus to which you would have been entitled had you remained actively employed through the Termination Date. The prorated Merger Bonus or the Partial Bonus payable under this paragraph shall be paid at the same time the Merger Bonus or Partial Bonus is paid to other eligible employees.

5. CIRCUMSTANCES WHEN NO BONUS WILL BE PAID. You will not receive a Merger Bonus if the Closing Date does not occur. Should you resign or retire for any reason prior to the Closing Date or, if applicable, the Termination Date, or should you at any time engage in conduct that would constitute Cause, you will not be eligible to receive any portion of the Merger Bonus or Partial Bonus. For purposes of this Agreement, Cause means (i) failure to perform satisfactorily the duties assigned to you; (ii) breach of any of the terms of this Agreement;
(iii) violation of a law (other than a traffic violation or minor civil offense), whether or not there has been a conviction; or (iv) breach of any written company policy or agreement, including, but not limited to, the Employee Agreement Relating to Intellectual Property (Policy 412) or its equivalent (the "Employee Agreement Relating to Intellectual Property"), or the Standards of Business Conduct, as each is amended from time to time.

6. PROHIBITION AGAINST RECRUITING OR HIRING. Commencing on the date of this Agreement, and, in the event your employment is terminated for any reason, for one year following such termination, you agree that you will not, without the prior written consent of the Executive Compensation and Organizational Structure Committee of GTE Corporation's Board of Directors, its designee, its successor, or its successor's designee (the "ECC"):

(i) Recruit or solicit any employee of GTE (which, for purposes of this Agreement, includes GTE Corporation, any corporate subsidiary or other company affiliated with GTE Corporation, any company in which GTE Corporation owns directly or indirectly an equity interest of at least ten percent, and the successors and assigns of any such company, including, following the Merger, Bell Atlantic Corporation, its subsidiaries, affiliates, and other related entities and their successors and assigns) for employment or retention as a consultant or provider of services;

(ii) Hire, or participate with another entity or third party in the process of hiring, any employee of GTE;

(iii) Provide names or other information about GTE employees to any person or business under circumstances that you know or should know could lead to the use of that information for purposes of recruiting or hiring; or

(iv) Interfere with the relationship between GTE and any of its employees, agents, or representatives.

7. PROHIBITION AGAINST SOLICITING GTE CUSTOMERS. Commencing on the date of this Agreement, and, in the event your employment with GTE is terminated for any reason, for one year following such termination, you agree that you will not solicit or contact, directly or indirectly, any customer, client, or prospect of GTE with whom you or any of the GTE employees reporting to you had any contact at any time during the year preceding your termination for the purpose of inducing such customer, client, or prospect to cease being, or to not become, a customer or client of GTE or to divert business from GTE.

8. CONFIDENTIALITY. You agree that you will not disclose or discuss either the existence or the terms of this Agreement under any circumstances where such information could reasonably be expected to, directly or indirectly, come to the attention of any present or former employee, contractor, or consultant of GTE. You further agree that you will require anyone with whom you share information regarding this Agreement to adhere to the same standard of confidentiality.

9. PROPRIETARY INFORMATION. You agree that you will at all times comply with your obligations under the Employee Agreement Relating to Intellectual Property and preserve the confidentiality of all Proprietary Information and trade secrets of GTE and the Proprietary Information and trade secrets of third parties, including customers, that are in the possession of GTE by not disclosing the same to any other party or using the same, or any portion thereof, for the benefit of anyone other than GTE. "Proprietary Information" means information obtained or developed by you or to which you had access during your employment with GTE, including, but not limited to, customer information and other trade secrets and Proprietary Information of GTE and third parties that has not been fully disclosed in a writing generally circulated by GTE to the public at large without any restrictions on use or disclosure. You agree that you will return all copies, in whole or in part, in any form, of trade secrets and Proprietary Information in your possession or control in the event of your termination of employment or upon request by GTE, whichever occurs earlier, without making or retaining a copy.

10. SURVIVAL OF AND CONSIDERATION FOR COVENANTS. You acknowledge and agree that any payment made pursuant to this Agreement includes consideration for the covenants contained in paragraphs 6, 7, 8, and 9 of this Agreement and that the obligations set out in paragraphs 6, 7, 8, and 9 of this Agreement survive any cancellation, termination, or expiration of this Agreement or the termination of your employment with GTE.

11. DEFERRAL. Amounts otherwise payable to you under this Agreement may be deferred under GTE's EIP deferral regulations, or any successor arrangement, in accordance with the terms of those regulations. Amounts deferred under this Agreement shall not, however, be eligible for match under GTE's Equity Participation Plan.

12. PAYMENT TAXABLE/NOT BENEFIT BEARING. Applicable taxes will be withheld from any payment made pursuant to this Agreement. Amounts payable under this Agreement shall not be treated as compensation for purposes of computing or determining

any benefit under any pension, savings, insurance, or other employee compensation or benefit plan maintained by GTE.

13. NO DUPLICATION OF BENEFITS. Except for grants and agreements specifically approved by the ECC, there shall be no duplication between any payment provided for by this Agreement and any other retention incentive program that provides for payment of a retention bonus for continued employment during any part of the same time period covered by this Agreement. As a result, any payment otherwise due under this Agreement shall be reduced by any amounts due under any such retention incentive program.

14. BUSINESS DISCRETION OF GTE. Nothing in this Agreement is intended to limit the discretion of GTE to take any action with regard to the Merger that GTE may consider appropriate, including, without limitation, postponing the Closing Date or terminating the Definitive Agreement. This Agreement does not entitle you to remain in the employ of GTE for any minimum or prescribed period of term and does not modify the at-will status of your employment.

15. ASSIGNMENT BY GTE. GTE may assign this Agreement without your consent to any company that acquires all or substantially all of the stock or assets of GTE, or into which or with which GTE is merged or consolidated. This Agreement may not be assigned by you, and no person other than you (or your estate) may assert your rights under this Agreement.

16. DISPUTE RESOLUTION. You agree that the ECC shall have sole discretion to interpret this Agreement and to resolve any and all disputes under this Agreement, including, but not limited to, issues arising under paragraphs 3, 5, 6, 7, 8, and 9. You further agree that the ECC's determination shall be final and binding.

17. WAIVER. The waiver by GTE of any breach of this Agreement shall not be construed as a waiver of any subsequent breach.

18. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of New York, disregarding its choice of law rules.

19. REMEDIES. You acknowledge that irreparable injury to GTE will result in the event of any breach by you of any of the covenants or obligations under this Agreement, including other obligations referenced herein. In the event of a breach of any of your covenants and commitments under this Agreement, including any other obligations referenced herein, GTE shall not be obligated to make any payment otherwise required under this Agreement and may, at GTE's discretion, require you to repay any amounts already paid to you, including amounts that may have been deferred. In addition, GTE reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief, and compensatory and punitive damages.

20. DEFINITIONS/RELATIONSHIP TO OTHER AGREEMENTS. The definitions contained in this Agreement, including but not limited to the definition of Cause, shall be controlling

for purposes of this Agreement. These definitions shall not be modified by, nor shall they modify, definitions for terms in any other agreement to which you may be a party.

21. ENTIRE AGREEMENT. You acknowledge and agree that this Agreement sets forth the entire understanding of the parties with regard to the subject matter addressed herein and that this Agreement supersedes all prior agreements and communications, whether written or oral, pertaining to the incentive described herein. This Agreement shall not be modified except by written agreement duly executed by you and GTE.

I hope that the terms of this Agreement and the incentive just described will provide you with a level of comfort as you continue your valuable contributions to GTE. GTE believes you have made and will continue to make a difference in our future -- we are truly pleased to have you on our team. If this Agreement meets with your satisfaction, please sign below and return the original to me within fifteen (15) business days.

Sincerely,

I have read, understand and agree to the foregoing.