EXHIBIT 10d
BELL ATLANTIC DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(As restated February 1, 1995, to incorporate amendments through that date)
ARTICLE 1: INTRODUCTION
This Deferred Compensation Plan is maintained by Bell Atlantic Corporation and
its Operating Telephone Companies for the benefit of Outside Directors (and
their Beneficiaries) who are or have been members of the Bell Atlantic Board or
an Operating Telephone Company Board (each, a "Participating Board"). It shall
be maintained according to the terms of this document.
This Plan represents the merger, effective as of April 1, 1989, of eight plans
which were formerly maintained separately by Bell Atlantic Corporation and its
seven Operating Telephone Companies. The merger of the plans into this Plan is
not intended to alter the authority of each Participating Board to determine
independently the level of the Director's Fees and other compensation and
perquisites for its respective Outside Directors.
ARTICLE 2. DEFINITIONS
2.1 DEFINITIONS. WHEN USED IN THIS DOCUMENT, THE FOLLOWING WORDS AND
PHRASES SHALL HAVE THE MEANINGS ASSIGNED TO THEM, UNLESS THE CONTEXT CLEARLY
INDICATES OTHERWISE:
(a) AFFILIATED COMPANY MEANS BELL ATLANTIC AND ANY DIRECT OR INDIRECT
SUBSIDIARY OF BELL ATLANTIC.
(b) BELL ATLANTIC MEANS BELL ATLANTIC CORPORATION, A DELAWARE CORPORATION,
WHICH MAINTAINS ITS PRINCIPAL OFFICES IN PHILADELPHIA, PENNSYLVANIA.
(c) BELL ATLANTIC BOARD MEANS THE BOARD OF DIRECTORS OF BELL ATLANTIC.
(d) BENEFICIARY MEANS THE PERSON OR PERSONS, NATURAL OR OTHERWISE, DESIGNATED
BY AN OUTSIDE DIRECTOR UNDER SECTION 8.1 TO RECEIVE ANY DEATH BENEFIT
PAYABLE UNDER SECTION 6.3.
(e) CASH DEFERRED FEE ACCOUNT MEANS AN ACCOUNT ESTABLISHED UNDER THE PLAN IN
THE NAME OF AN OUTSIDE DIRECTOR. THE PARTICIPATING COMPANIES SHALL CREDIT
EACH OUTSIDE DIRECTOR'S CASH DEFERRED FEE ACCOUNT WITH (1) ANY DIRECTOR'S
FEES THAT ARE DEFERRED BY THE OUTSIDE DIRECTOR UNDER SECTION 3.1(A) AND
DIRECTED INTO THE CASH DEFERRED FEE ACCOUNT UNDER SECTION 3.1(D), AND (2)
ANY INTEREST THAT IS CREDITED UNDER ARTICLE 4. THE COMPANY SHALL DEBIT FROM
EACH OUTSIDE DIRECTOR'S CASH DEFERRED FEE ACCOUNT PAYMENTS MADE FROM IT
UNDER ARTICLE 6.
(f) DEFERRED FEE ACCOUNTS MEANS THE AGGREGATE OF AN OUTSIDE DIRECTOR'S CASH
DEFERRED FEE ACCOUNT AND STOCK DEFERRED FEE ACCOUNT.
(g) DEFERRED FEE AGREEMENT MEANS THE WRITTEN AGREEMENT BETWEEN THE COMPANY AND
AN OUTSIDE DIRECTOR THAT, TOGETHER WITH THIS PLAN, GOVERNS THE OUTSIDE
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Deferred Compensation Plan -1- Restated February 1, 1995
DIRECTOR'S RIGHTS TO DEFERRAL AND SUBSEQUENT DISTRIBUTION OF DEFERRED
DIRECTOR'S FEES (ADJUSTED FOR INVESTMENT PERFORMANCE) UNDER THIS PLAN.
(h) DIRECTOR MEANS A MEMBER OF THE BOARD OF DIRECTORS.
(i) DIRECTOR'S FEES MEANS THE CASH PORTION OF THE ANNUAL RETAINER PAID TO AN
OUTSIDE DIRECTOR, ANY FEES PAID TO AN OUTSIDE DIRECTOR FOR ATTENDING
MEETINGS OF THE PARTICIPATING COMPANY BOARD OR ANY COMMITTEE OF THE
PARTICIPATING COMPANY BOARD, AND ANY FEES PAID TO AN OUTSIDE DIRECTOR FOR
SERVING AS CHAIRMAN OF A COMMITTEE OF THE PARTICIPATING COMPANY BOARD.
(j) INTEREST MEANS THE AMOUNT OF INTEREST CREDITED TO AN OUTSIDE DIRECTOR'S
CASH DEFERRED FEE ACCOUNT AT AN ANNUAL RATE DETERMINED IN ACCORDANCE WITH
SECTION 4.2.
(k) OPERATING TELEPHONE COMPANY MEANS, WITH REFERENCE TO ANY TIME PERIOD BEFORE
OR AFTER DIVESTITURE, ANY OF THE FOLLOWING COMPANIES:
. Bell Atlantic Delaware, Inc.;
. Bell Atlantic Maryland, Inc.;
. Bell Atlantic New Jersey, Inc.;
. Bell Atlantic Pennsylvania, Inc.;
. Bell Atlantic Virginia, Inc.;
. Bell Atlantic Washington, D.C., Inc.; and
. Bell Atlantic West Virginia, Inc.
(l) OPERATING TELEPHONE COMPANY BOARD SHALL MEAN THE BOARD OF DIRECTORS OF ANY
OPERATING TELEPHONE COMPANY, AS ANY SUCH BOARD MAY BE OR MAY HAVE BEEN
CONSTITUTED EITHER BEFORE OR AFTER DIVESTITURE.
(m) OUTSIDE DIRECTOR MEANS A DIRECTOR OF A PARTICIPATING COMPANY WHO IS NOT
ALSO AN EMPLOYEE OF THE PARTICIPATING COMPANY OR ANY AFFILIATED COMPANY.
(n) PARTICIPATING COMPANY MEANS BELL ATLANTIC AND EACH OPERATING TELEPHONE
COMPANY.
(o) PLAN MEANS THE BELL ATLANTIC DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS, AS SET FORTH IN THIS DOCUMENT, AND AS IT MAY BE AMENDED FROM
TIME TO TIME.
(p) PLAN ADMINISTRATOR SHALL HAVE THE MEANING STATED IN SECTION 9.4.
(q) SECRETARY SHALL REFER TO EACH OF THE RESPECTIVE OFFICERS OF THE
PARTICIPATING COMPANIES WHO HAVE BEEN ELECTED CORPORATE SECRETARY, OR ANY
ASSISTANT SECRETARY TO WHOM RESPONSIBILITIES UNDER THIS PLAN HAVE BEEN
DELEGATED BY THE SECRETARY.
(r) SHARES MEANS PHANTOM SHARES OF BELL ATLANTIC COMMON STOCK CREDITED TO AN
OUTSIDE DIRECTOR'S STOCK DEFERRED FEE ACCOUNT UNDER THE PLAN.
(s) STOCK MEANS THE COMMON STOCK OF BELL ATLANTIC.
(t) STOCK DEFERRED FEE ACCOUNT MEANS AN ACCOUNT ESTABLISHED UNDER THE PLAN IN
THE NAME OF AN OUTSIDE DIRECTOR. A PARTICIPATING COMPANY SHALL CREDIT ITS
OUTSIDE DIRECTOR'S STOCK DEFERRED FEE ACCOUNT WITH (1) SHARES FOR ANY
DIRECTOR'S FEES THAT ARE DEFERRED BY THE OUTSIDE DIRECTOR UNDER SECTION
3.1(A) AND DIRECTED INTO
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Deferred Compensation Plan -2- Restated February 1, 1995
THE STOCK DEFERRED FEE ACCOUNT UNDER SECTION 3.1(D), AND (2) ANY ADDITIONAL
SHARES THAT ARE CREDITED UNDER ARTICLE 5. THERE SHALL BE DEBITED FROM EACH
OUTSIDE DIRECTOR'S STOCK DEFERRED FEE ACCOUNT PAYMENTS MADE FROM IT UNDER
ARTICLE 6.
ARTICLE 3. DEFERRAL OF DIRECTOR'S FEES
3.1 ELECTION TO DEFER FEES.
(a) Before the beginning of any calendar year, an Outside Director may elect to
defer all or part of his or her Director's Fees to be earned in that
calendar year, in accordance with either (i), (ii) or (iii) hereof:
(i) the Outside Director may defer such fees to any date not earlier than the
first anniversary of the final payment date for the Directors' Fees for
such calendar year;
(ii) the Outside Director may defer such fees to the first business day of
January following the year the Outside Director attains age 70; or
(iii) the Outside Director may defer such fees to the January 1 following the
year in which the Outside Director terminates his service as a director
or, if later, the year in which the Outside Director terminates his
service as a director of an Affiliated Company.
In the case of a newly elected Outside Director, a Deferral Agreement may be
submitted to the Secretary of the Participating Company no later than the
thirtieth day after the date on which the Outside Director is elected to serve
on the Board.
(b) At any time earlier than 12 months prior to the date on which a
distribution of a portion (or all) of an Outside Director's Deferred Fee
Account would be payable under the terms of an existing Deferred Fee
Agreement, an Outside Director may elect to extend the deferral of all of
his Deferred Fee Account, or of such portion of his account as would
otherwise be distributed. At the election of the Outside Director, such a
second deferral under this Section 3.1(b) may extend the date of
distribution of all, or such portion, of the Deferred Fee Account to the
first business day of January which first follows either:
(i) the calendar year in which the Outside Director terminates service as an
Outside Director (or, if later, the calendar year in which the Outside
Director terminates service as a director of an Affiliated Company);
(ii) any calendar year subsequent to the year stated in the previous
paragraph; or
(iii) the calendar year in which the Outside Director attains
age 70.
(c) At any time earlier than 12 months prior to the date on which a
distribution of a portion (or all) of an Outside Director's Deferred Fee
Account would be payable under the terms of an existing Deferred Fee
Agreement, an Outside Director may modify his or her prior election of a
distribution option for the account. An Outside Director may modify the
distribution option for each and any Deferred Fee Account once, but not
more than once. A modification of the distribution option may, but need
not, be elected at the same time as the Outside Director submits any
election under Section 3.1(b).
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Deferred Compensation Plan -3- Restated February 1, 1995
(d) When an Outside Director elects to defer Director's Fees under Section
3.1(a), the Outside Director shall also elect whether amounts deferred
should be credited to his Cash Deferred Fee Account, to his Stock Deferred
Fee Account, or equally to both.
(e) An election under Sections 3.1(a), (b), (c) or (d) shall be made by an
Outside Director by executing a Deferred Fee Agreement with the
Participating Company and delivering it to the Secretary or Plan
Administrator.
3.2 CREDITING TO DEFERRED FEE ACCOUNTS.
(a) When an Outside Director elects under Section 3.1(d) to have deferred
Director's Fees credited to his Cash Deferred Fee Account, the
Participating Company shall credit the Outside Director's Cash Deferred Fee
Account with the amount of such deferred Director's Fees as of the day such
deferred Director's Fees would have been paid to the Outside Director were
they not deferred under the Plan.
(b) When an Outside Director elects under Section 3.1(d) to have deferred
Director's Fees credited to his Stock Deferred Fee Account, the
Participating Company shall credit the Outside Director's Stock Deferred
Fee Account with a number of Shares as of the day such deferred Director's
Fees would have been paid to the Outside Director were they not deferred
under the Plan. The number of Shares credited to the Stock Deferred Fee
Account shall be the quotient of (1) the amount of deferred Director's Fees
to be credited to the Stock Deferred Fee Account, and (2) the mean between
the highest and lowest selling prices of Bell Atlantic Stock on the first
day of the calendar quarter in which such Shares are credited, as reported
on the New York Stock Exchange Composite Tape. However, if there are no
sales on the first day of such calendar quarter, the average of the means
between the highest and lowest selling prices of the stock on the nearest
trading day before and the nearest trading day after the first day of the
quarter will be used.
3.3 ELECTIONS FOR A SUBSEQUENT YEAR.
(a) An Outside Director may, on a prospective basis for a future calendar year,
change the amount of the Director's Fees to be deferred, or elect not to
defer any of such Director's Fees for such future year, by executing a new
Deferred Fee Agreement. No such Deferred Fee Agreement shall be effective
for the year in which it is executed or for any prior year.
(b) Notwithstanding anything in Section 3.3(a) to the contrary, a newly elected
Outside Director shall have thirty days from the date on which he is
elected to serve on a Participating Company Board to deliver a Deferred Fee
Agreement which shall be applicable to his first calendar year of service.
3.4 INVESTMENT DIRECTION FOR A SUBSEQUENT YEAR'S DEFERRALS. AN OUTSIDE DIRECTOR
MAY, BY EXECUTING A DEFERRED FEE AGREEMENT ON A PROSPECTIVE BASIS FOR A
SUBSEQUENT CALENDAR YEAR, DIRECT THE INVESTMENT OF THE DIRECTOR'S FEES TO BE
EARNED AND DEFERRED IN SUCH SUBSEQUENT YEAR, WITHOUT REGARD TO THE INVESTMENT
DIRECTION THEN APPLICABLE TO ANY DEFERRED DIRECTOR'S FEES FOR THE THEN-CURRENT
YEAR. NO SUCH INVESTMENT DIRECTION SHALL APPLY RETROACTIVELY TO AMOUNTS
PREVIOUSLY DEFERRED.
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Deferred Compensation Plan -4- Restated February 1, 1995
ARTICLE 4: INTEREST
4.1 INTEREST. INTEREST SHALL ACCRUE ON AN AMOUNT CREDITED TO THE CASH DEFERRED
FEE ACCOUNT FROM AND AFTER THE DATE ANY SUCH AMOUNT IS CREDITED TO SUCH ACCOUNT
PURSUANT TO SECTION 3.2(A). INTEREST SHALL BE CREDITED TO EACH OUTSIDE
DIRECTOR'S CASH DEFERRED FEE ACCOUNT, AS OF THE END OF EACH MONTH, AT AN ANNUAL
RATE DETERMINED PURSUANT TO SECTION 4.2, ON THE AMOUNT CREDITED TO THE ACCOUNT
ON THE FIRST DAY OF THE MONTH, OR, ON SUCH OTHER PERIODIC BASIS AS THE PLAN
ADMINISTRATOR, IN COOPERATION WITH THE SECRETARIES OF THE OPERATING TELEPHONE
COMPANIES, MAY FIND APPROPRIATE. INTEREST SHALL BE CREDITED DURING EACH SUCH
PERIOD THAT AN OUTSIDE DIRECTOR HAS ANY AMOUNT CREDITED TO HIS CASH DEFERRED FEE
ACCOUNT UNDER THE PLAN.
4.2 RATE OF INTEREST. INTEREST SHALL BE CREDITED AT A RATE EQUAL TO THE AVERAGE
YIELD FOR TEN-YEAR U.S. TREASURY NOTES FOR THE PREVIOUS QUARTER.
ARTICLE 5: DIVIDENDS
5.1 DIVIDEND REINVESTMENT. ADDITIONAL SHARES SHALL BE CREDITED TO EACH OUTSIDE
DIRECTOR'S STOCK DEFERRED FEE ACCOUNT, AS OF EACH PAYMENT DATE FOR DIVIDENDS ON
BELL ATLANTIC STOCK, IN AN AMOUNT DETERMINED PURSUANT TO SECTION 5.2, ON THE
BASIS OF THE NUMBER OF SHARES CREDITED TO THE OUTSIDE DIRECTOR'S STOCK DEFERRED
FEE ACCOUNT ON THE RECORD DATE FOR SUCH DIVIDENDS. ADDITIONAL SHARES SHALL BE
CREDITED FOR EACH RECORD DATE THAT AN OUTSIDE DIRECTOR HAS ANY AMOUNT CREDITED
TO HIS STOCK DEFERRED FEE ACCOUNT UNDER THE PLAN.
5.2 NUMBER OF DIVIDEND REINVESTMENT SHARES. THE NUMBER OF ADDITIONAL SHARES
CREDITED TO AN OUTSIDE DIRECTOR'S STOCK DEFERRED FEE ACCOUNT AS OF ANY DIVIDEND
PAYMENT DATE SHALL BE THE QUOTIENT OF : (1) THE PRODUCT OF THE NUMBER OF SHARES
CREDITED TO THE OUTSIDE DIRECTOR'S STOCK DEFERRED FEE ACCOUNT ON THE DIVIDEND
RECORD DATE FOR SUCH DIVIDEND AND THE DIVIDEND PER SHARE ON BELL ATLANTIC STOCK,
DIVIDED BY (2) THE FAIR MARKET VALUE OF BELL ATLANTIC STOCK ON THE DIVIDEND
PAYMENT DATE. THE FAIR MARKET VALUE OF BELL ATLANTIC STOCK ON THE DIVIDEND
PAYMENT DATE SHALL BE THE MEAN BETWEEN THE HIGHEST AND LOWEST SELLING PRICES OF
THE STOCK ON THE DIVIDEND PAYMENT DATE, AS REPORTED ON THE NEW YORK STOCK
EXCHANGE COMPOSITE TAPE. HOWEVER, IF THERE ARE NO SALES ON THE DIVIDEND PAYMENT
DATE, THE FAIR MARKET VALUE OF THE STOCK SHALL BE A WEIGHTED AVERAGE OF THE
MEANS BETWEEN THE HIGHEST AND LOWEST SELLING PRICES OF THE STOCK ON THE NEAREST
DAY BEFORE AND THE NEAREST DAY AFTER THE DIVIDEND PAYMENT DATE, AS REPORTED ON
THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE; THE AVERAGE IS TO BE WEIGHTED
INVERSELY BY THE RESPECTIVE NUMBER OF TRADING DAYS BETWEEN THE SELLING DAYS AND
THE DIVIDEND PAYMENT DATE.
ARTICLE 6: PAYMENT OF DEFERRED FEES
6.1 DEFERRED FEES AND INTEREST. AT THE TIME AND IN THE MANNER PROVIDED IN
SECTION 6.2 OR 6.3,
(a) amounts credited to an Outside Director's Cash Deferred Fee Account shall
be paid in cash, and
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Deferred Compensation Plan -5- Restated February 1, 1995
(b) amounts credited to an Outside Director's Stock Deferred Fee Account shall
be paid in an equal number of shares of Bell Atlantic Stock, and any
fractional share of Stock shall be paid in cash.
6.2 PAYMENT.
(a) Unless an Outside Director elects under Section 3.1 to receive the
distribution of his deferred fees for a calendar year in installments, the
appropriate portion of the amount credited to the Outside Director's
Deferred Fee Accounts for that calendar year shall be paid in a lump sum.
(b) At the election of an Outside Director, as described in Section 3.1, the
appropriate portion of the amount credited to the Outside Director's
Deferred Fee Accounts shall be paid either in a single total distribution,
or in approximately equal annual distributions for a number of years
elected by the Outside Director. The first such installment shall be
payable on the distribution commencement date determined under Section 3.1.
In the case of a distribution in the form of two or more annual
installments, an Outside Director's Deferred Fee Accounts shall bear
interest at the rate specified in Article 4, or be credited with dividends
in accordance with Article 5 (whichever is applicable), during the
installment payout period.
(c) Notwithstanding the terms of any elections pursuant to Section 3.1, the
entire balance of the accounts of an Outside Director shall be distributed,
with interest and earnings to date, in the event that the Bell Atlantic
Board determines that any of the following circumstances has occurred:
(i) the Outside Director, at any time after he ceases to serve as a director of
a Participating Company, becomes employed by any governmental agency having
regulatory jurisdiction over the business of an Operating Telephone
Company;
(ii) the Outside Director has engaged in knowing and willful misconduct in
connection with his or her service as a director; or
(iii) the Outside Director, without the consent of the Bell Atlantic Board, has
at any time during the period from the last day he or she served as a
director on a Participating Company Board (the "Director's Cessation of
Service Date") to the second anniversary of such date, personally engaged
in managing, planning, or advising in any manner whatever an activity
which directly competes with any of the businesses in which a Bell
Atlantic Company was engaged on the Director's Cessation of Service Date,
or any business which was in the planning stage at a Bell Atlantic Company
on such date. For the purposes of this paragraph, a "Bell Atlantic
Company" means either (a) the one or more Operating Telephone Companies on
the board of which the Outside Director served, in the case of an Outside
Director who served on one or more Operating Telephone Company Boards but
not the Bell Atlantic Board, or (b) Bell Atlantic or any Affiliated
Company, in the case of an Outside Director who last served on the Bell
Atlantic Board .
6.3 DEATH OF A DIRECTOR. IF AN OUTSIDE DIRECTOR DIES WITH ANY AMOUNT CREDITED TO
HIS DEFERRED FEE ACCOUNTS, THEN HIS BENEFICIARY SHALL BE ENTITLED TO RECEIVE THE
ENTIRE AMOUNT IN A LUMP SUM. THE PAYMENT SHALL BE MADE NO LATER THAN SIXTY DAYS
FOLLOWING THE OUTSIDE DIRECTOR'S DEATH.
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Deferred Compensation Plan -6- Restated February 1, 1995
ARTICLE 7: EARLY WITHDRAWALS SUBJECT TO PENALTY
7.1 WITHDRAWALS FROM DEFERRED FEE ACCOUNTS. EXCEPT AS PROVIDED IN SECTION
7.1(B), NEITHER THE OUTSIDE DIRECTOR, HIS BENEFICIARY, NOR ANY OTHER INDIVIDUAL
OR ENTITY SHALL HAVE ANY RIGHT TO MAKE ANY WITHDRAWALS FROM THE OUTSIDE
DIRECTOR'S DEFERRED FEE ACCOUNTS CONTRARY TO THE INITIAL ELECTIONS OR MODIFIED
ELECTIONS MADE IN ACCORDANCE WITH SECTION 3.1.
7.2 EARLY WITHDRAWAL PENALTY. AN OUTSIDE DIRECTOR MAY AT ANY TIME DIRECT THE
PLAN ADMINISTRATOR TO DISTRIBUTE, AS SOON AS ADMINISTRATIVELY PRACTICABLE, ALL
OR ANY PORTION OF THE BALANCE OF ANY ONE OR MORE OF THE DIRECTOR'S DEFERRED FEE
ACCOUNTS WHICH THE OUTSIDE DIRECTOR THEN DESIGNATES; PROVIDED, HOWEVER, THAT, IN
EACH SUCH INSTANCE OF A DISTRIBUTION PRIOR TO THE DATE ON WHICH THE ACCOUNT
WOULD OTHERWISE BE DISTRIBUTED, A SIX PERCENT EARLY WITHDRAWAL PENALTY SHALL
APPLY TO THE AMOUNT OF THE REQUESTED EARLY WITHDRAWAL.
ARTICLE 8: BENEFICIARIES
8.1 DESIGNATION OF BENEFICIARY. EACH OUTSIDE DIRECTOR MAY DESIGNATE FROM TIME TO
TIME ANY PERSON OR PERSONS, NATURAL OR OTHERWISE, AS HIS BENEFICIARY OR
BENEFICIARIES TO WHOM BENEFITS UNDER SECTION 6.3 ARE TO BE PAID IF HE DIES WHILE
ENTITLED TO BENEFITS. EACH BENEFICIARY DESIGNATION SHALL BE MADE EITHER IN THE
DEFERRED FEE AGREEMENT OR ON A FORM PRESCRIBED BY THE PLAN ADMINISTRATOR AND
SHALL BE EFFECTIVE ONLY WHEN FILED WITH THE SECRETARY OR PLAN ADMINISTRATOR
DURING THE OUTSIDE DIRECTOR'S LIFETIME. EACH BENEFICIARY DESIGNATION FILED WITH
THE SECRETARY OR PLAN ADMINISTRATOR SHALL REVOKE ALL BENEFICIARY DESIGNATIONS
PREVIOUSLY MADE BY THE PARTICIPANT. THE REVOCATION OF A BENEFICIARY DESIGNATION
SHALL NOT REQUIRE THE CONSENT OF ANY DESIGNATED BENEFICIARY.
ARTICLE 9: ADMINISTRATION
9.1 RIGHT TO AMEND OR TERMINATE. THE BELL ATLANTIC BOARD MAY AMEND OR TERMINATE
THE PLAN AT ANY TIME IN WHOLE OR IN PART. THE NOMINATING COMMITTEE OF THE BELL
ATLANTIC BOARD SHALL HAVE AUTHORITY TO RECOMMEND PLAN AMENDMENTS FOR APPROVAL BY
THE BELL ATLANTIC BOARD; PROVIDED, HOWEVER, THAT THE BELL ATLANTIC BOARD RETAINS
AUTHORITY TO AMEND OR TERMINATE THE PLAN IN THE ABSENCE OF A RECOMMENDATION BY
THE NOMINATING COMMITTEE. NO AMENDMENT OR TERMINATION OF THE PLAN SHALL REDUCE
THE AMOUNT CREDITED TO AN OUTSIDE DIRECTOR'S DEFERRED FEE ACCOUNTS, THE AMOUNT
OWED TO HIM UNDER THE PLAN AS OF THE DATE OF AMENDMENT OR TERMINATION, OR THE
AMOUNT OF INTEREST OR NUMBER OF SHARES TO BE CREDITED TO HIS ACCOUNT. THE VICE
PRESIDENT - HUMAN RESOURCES OF BELL ATLANTIC SHALL HAVE THE AUTHORITY TO ADOPT
AMENDMENTS TO THE PLAN WHICH THAT OFFICER DETERMINES, WITH THE ADVICE OF
COUNSEL, ARE NECESSARY OR APPROPRIATE TO ENSURE THAT TRANSACTIONS UNDER THE PLAN
ARE EXEMPT, TO THE MAXIMUM EXTENT PRACTICABLE, FROM THE SHORT-SWING TRADING
PROVISIONS OF SECTION 16(B) OF THE SECURITIES EXCHANGE ACT.
9.2 NO FUNDING OBLIGATION. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9.2, THE
OBLIGATION OF THE PARTICIPATING COMPANIES TO PAY BENEFITS UNDER THIS PLAN SHALL
BE UNFUNDED AND UNSECURED, AND, IN ALL EVENTS, ANY PAYMENTS UNDER THIS PLAN
SHALL BE
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Deferred Compensation Plan -7- Restated February 1, 1995
MADE SOLELY FROM THOSE ASSETS OF A PARTICIPATING COMPANY WHICH WOULD BE
AVAILABLE TO SATISFY THE CLAIMS OF THE PARTICIPATING COMPANY'S GENERAL CREDITORS
IN THE EVENT OF BANKRUPTCY. THE TREASURER OF BELL ATLANTIC
(a) may, in that officer's discretion, and
(b) shall, if and when either
(i) said Treasurer is directed to do so by a committee of officers of the
Corporation chaired by the Chief Executive Officer, or
(ii) there occurs a "Hostile Change of Control" as defined in the Bell Atlantic
Senior Management Retirement Income Plan,
cause Bell Atlantic and the Participating Companies to set aside assets,
including, without limitation, assets which may be held under the Bell Atlantic
Rabbi Trust Agreement, or to purchase annuity or life insurance contracts, and
to apply such assets or the proceeds of such contracts to discharge all or part
of the benefit obligations under this Plan.
9.3 APPLICABLE LAW. THIS PLAN SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, EXCEPT TO THE EXTENT SUPERSEDED BY FEDERAL
LAW.
9.4 ADMINISTRATION AND INTERPRETATION. THE VICE PRESIDENT - HUMAN RESOURCES OF
BELL ATLANTIC (THE "PLAN ADMINISTRATOR") SHALL HAVE THE AUTHORITY AND
RESPONSIBILITY TO ADMINISTER AND INTERPRET THIS PLAN. THE DAY TO DAY
ADMINISTRATION OF THE PLAN SHALL BE CARRIED OUT BY THE PLAN ADMINISTRATOR, OR BY
A PERSON TO WHOM THE PLAN ADMINISTRATOR DELEGATES DISCRETION FOR THE DAY-TO-DAY
ADMINISTRATION OF THE PLAN, IN COOPERATION WITH THE SECRETARIES OF EACH OF THE
OPERATING TELEPHONE COMPANIES. BENEFITS DUE AND OWING TO AN OUTSIDE DIRECTOR OR
BENEFICIARY UNDER THE PLAN SHALL BE PAID WHEN DUE WITHOUT ANY REQUIREMENT THAT A
CLAIM FOR BENEFITS BE FILED. HOWEVER, OUTSIDE DIRECTORS AND BENEFICIARIES WHO
HAVE NOT RECEIVED THE BENEFITS TO WHICH THEY FEEL ENTITLED MAY FILE A WRITTEN
CLAIM WITH THE PLAN ADMINISTRATOR, WHO SHALL ACT ON THE CLAIM WITHIN THIRTY
DAYS. THE PLAN ADMINISTRATOR'S ACTION ON ANY SUCH CLAIM MAY BE APPEALED BY THE
CLAIMANT TO THE BELL ATLANTIC BOARD, WHICH IS HEREBY EMPOWERED AS A FIDUCIARY
WITH FULL DISCRETION TO INTERPRET THE PLAN AND APPLY ITS TERMS TO THE FACTS OF
THE CLAIMANT'S CASE. THE DECISION OF THE BELL ATLANTIC BOARD, IN THE EVENT OF
ANY SUCH APPEAL, SHALL BE FINAL AND BINDING TO THE FULL EXTENT PERMITTED UNDER
APPLICABLE LAW, UNLESS AND TO THE EXTENT THAT A CLAIMANT SUBSEQUENTLY PROVES AN
ABUSE OF DISCRETION.
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Deferred Compensation Plan -8- Restated February 1, 1995