EXHIBIT 10k
BELL ATLANTIC RETIREMENT PLAN
FOR OUTSIDE DIRECTORS
(Restated as of February 1, 1995 to incorporate amendments through that date)
ARTICLE 1: INTRODUCTION
This 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"), and who retire from (or otherwise
cease to serve as a director on) a Participating Board at any time on or after
January 1, 1987. The Plan shall be maintained according to the terms of this
document, as it may be amended from time to time.
This Plan represents the merger of eight plans which were formerly maintained
separately by Bell Atlantic Corporation and the seven Operating Telephone
Companies. The merger of the Plan is not intended to alter the authority of each
Participating Board to determine independently the level of directors' fees and
other compensation and perquisites for its Outside Directors.
ARTICLE 2: DEFINITIONS
2.1 DEFINITIONS. WHEN USED IN THIS DOCUMENT, THE FOLLOWING WORDS AND PHRASES
SHALL HAVE THE MEANING 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 4.2 TO RECEIVE ANY DEATH BENEFIT
PAYABLE UNDER SECTION 4.1.
(e) 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.
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Bell Atlantic Retirement Plan Page 1 Restated February 1, 1995
(f) 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.
(g) OUTSIDE DIRECTOR MEANS A PERSON WHO (AT THE TIME OF REFERENCE) SERVED OR IS
SERVING AS A DIRECTOR ON A PARTICIPATING COMPANY BOARD, AND WHO, AT SUCH
TIME, IS NOT AN EMPLOYEE OF THE PARTICIPATING COMPANY OR ANY AFFILIATED
COMPANY.
(h) PARTICIPANT MEANS AN OUTSIDE DIRECTOR WHO HAS SATISFIED THE ELIGIBILITY
REQUIREMENTS OF SECTION 3.1 HEREOF.
(i) PARTICIPATING COMPANY MEANS BELL ATLANTIC AND EACH OPERATING TELEPHONE
COMPANY.
(j) PARTICIPATING COMPANY BOARD MEANS THE BELL ATLANTIC BOARD AND EACH
OPERATING TELEPHONE COMPANY BOARD.
(k) PLAN MEANS THIS BELL ATLANTIC RETIREMENT PLAN FOR OUTSIDE DIRECTORS, AS SET
FORTH IN THIS DOCUMENT AND AS IT MAY BE AMENDED BY THE BELL ATLANTIC BOARD
FROM TIME TO TIME.
(l) PLAN ADMINISTRATOR SHALL MEAN THE ASSISTANT VICE PRESIDENT - COMPENSATION
AND BENEFITS OF BELL ATLANTIC NETWORK SERVICES, INC., OR THE PERSON TO WHOM
THAT INDIVIDUAL DELEGATES RESPONSIBILITY FOR ADMINISTERING THIS PLAN, AS
MORE FULLY DESCRIBED IN SECTION 5.3.
(m) PREDECESSOR PLAN MEANS ANY OF THE EIGHT RETIREMENT PLANS FOR OUTSIDE
DIRECTORS WHICH WERE FORMERLY MAINTAINED SEPARATELY BY THE PARTICIPATING
COMPANIES AND WHICH WERE MERGED INTO THIS PLAN EFFECTIVE AS OF APRIL 1,
1989.
ARTICLE 3: RETIREMENT BENEFITS
3.1 ELIGIBILITY. AN OUTSIDE DIRECTOR SHALL BECOME A PARTICIPANT UPON THE
COMPLETION OF FIVE (OR MORE) TWELVE-MONTH PERIODS OF SERVICE (WHETHER OR NOT
SUCH PERIODS ARE CONSECUTIVE) AS AN OUTSIDE DIRECTOR, WHETHER SUCH SERVICE IS
RENDERED ON ONE PARTICIPATING COMPANY BOARD OR A COMBINATION OF TWO OR MORE
PARTICIPATING COMPANY BOARDS; PROVIDED, HOWEVER, THAT SOLELY THOSE PERIODS OF
SERVICE AS A NON-EMPLOYEE DIRECTOR (AND NOT PERIODS OF SERVICE WHEN SUCH
DIRECTOR WAS CONCURRENTLY EMPLOYED BY THE PARTICIPATING COMPANY OR ANY
AFFILIATED COMPANY) SHALL BE COUNTED FOR PURPOSES OF ELIGIBILITY AND BENEFIT
ACCRUAL UNDER THIS PLAN. FOR THE PERIOD ENDING WITH THE DATE ON WHICH AN OUTSIDE
DIRECTOR CEASES TO SERVE ON ANY AND ALL PARTICIPATING COMPANY BOARD'S, ANY FINAL
FRACTION OF A YEAR SHALL BE ROUNDED UP TO THE NEXT WHOLE YEAR IN THE SAME MANNER
PROVIDED IN SECTION 3.3. NOTWITHSTANDING THE OTHER PROVISIONS OF THIS SECTION
3.1, ANY OUTSIDE DIRECTOR WHO RESIGNS OR RETIRES FROM AN OPERATING TELEPHONE
COMPANY BOARD AT ANY TIME IN 1994 OR 1995 SHALL BE DEEMED TO SATISFY THE
ELIGIBILITY REQUIREMENTS OF THIS SECTION 3.1.
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Bell Atlantic Retirement Plan Page 2 Restated February 1, 1995
3.2 WHEN PAYABLE.
(a) NORMAL PENSION: A PARTICIPANT SHALL BE ENTITLED TO A NORMAL PENSION
BENEFIT (A "NORMAL PENSION") COMMENCING ON THE FIRST BUSINESS DAY OF THE
CALENDAR QUARTER NEXT FOLLOWING THE LATEST OF (A) THE PARTICIPANT'S
RETIREMENT FROM, OR OTHER CESSATION OF SERVICE AS A DIRECTOR ON, A
PARTICIPATING COMPANY BOARD, (B) ATTAINMENT OF AGE 65, OR (C) THE FIRST
ANNIVERSARY OF THE DATE OF DELIVERY OF THE PARTICIPANT'S WRITTEN NOTICE OF
HIS OR HER ELECTION OF THE FORM AND TIMING OF THE BENEFIT DISTRIBUTION
PURSUANT TO SECTION 3.5.
(b) DEFERRED PENSION: A PARTICIPANT MAY ELECT, AT THE TIME AND IN THE MANNER
DESCRIBED IN SECTION 3.5(A), TO DEFER THE COMMENCEMENT DATE FOR THE
DISTRIBUTION OF BENEFITS UNDER THIS PLAN TO THE FIRST BUSINESS DAY OF
JANUARY OF THE YEAR NEXT FOLLOWING THE LATER OF THE DATE ON WHICH SUCH
PARTICIPANT ATTAINS AGE 70, OR THE DATE OF CESSATION OF SERVICE AS A
DIRECTOR ON A PARTICIPATING COMPANY BOARD. IN THE CASE OF SUCH A "DEFERRED
PENSION," THE AMOUNT OF THE BENEFIT SHALL BE THE NORMAL PENSION AMOUNT
INCREASED BY THE PRODUCT OF (A) NINE PERCENT (9%) FOR EACH YEAR (AND BY
0.75% FOR EACH MONTH IN EXCESS OF A WHOLE NUMBER OF YEARS), TIMES (B) THE
NUMBER OF YEARS (AND MONTHS) FROM THE DATE ON WHICH A NORMAL PENSION WOULD
HAVE COMMENCED FOR SUCH PARTICIPANT (IN THE ABSENCE OF SUCH A DEFERRAL) TO
THE DEFERRED PENSION COMMENCEMENT DATE.
(c) EARLY PENSION: A PARTICIPANT MAY ELECT, AT THE TIME AND IN THE MANNER
DESCRIBED IN SECTION 3.5(A), TO RECEIVE A REDUCED PENSION BENEFIT (AN
"EARLY PENSION") COMMENCING ON THE FIRST BUSINESS DAY OF THE CALENDAR
QUARTER NEXT FOLLOWING THE LATEST OF (A) THE PARTICIPANT'S CESSATION OF
SERVICE AS A DIRECTOR ON THE PARTICIPATING COMPANY BOARD, (B) THE DATE ON
WHICH THE PARTICIPANT ATTAINS AGE 55 (BUT HAS NOT YET ATTAINED AGE 65), OR
(C) THE FIRST ANNIVERSARY OF THE DATE OF DELIVERY OF THE PARTICIPANT'S
WRITTEN NOTICE OF HIS OR HER ELECTION OF THE FORM AND TIMING OF THE BENEFIT
DISTRIBUTION PURSUANT TO SECTION 3.5. IN SUCH A CASE, THE AMOUNT OF SUCH
EARLY PENSION BENEFIT SHALL BE THE NORMAL PENSION AMOUNT REDUCED BY THE
PRODUCT OF (A) SIX PERCENT (6%) FOR EACH YEAR (AND 0.5% FOR EACH MONTH IN
EXCESS OF A WHOLE NUMBER OF YEARS), TIMES (B) THE NUMBER OF YEARS (AND
MONTHS) FROM THE EARLY PENSION COMMENCEMENT DATE TO THE DATE ON WHICH A
NORMAL PENSION WOULD HAVE COMMENCED FOR SUCH PARTICIPANT (IN THE ABSENCE OF
SUCH AN ELECTION).
(d) SUSPENSION OF BENEFITS.
(1) SUSPENSION. THE PAYMENT OF PENSION BENEFITS UNDER THIS PLAN SHALL BE
SUSPENDED THROUGHOUT ANY PERIOD (AND NO CASH-OUT UNDER THIS PLAN SHALL THEN
BE PAID) WHEN THE PARTICIPANT IS SERVING AS AN OUTSIDE DIRECTOR ON A
PARTICIPATING COMPANY BOARD.
(2) RESUMPTION OF BENEFIT. SUBSEQUENT TO ANY SUCH PERIOD OF BENEFIT SUSPENSION
FOR SERVICE ON A PARTICIPATING COMPANY BOARD, SUCH PARTICIPANT'S PENSION
BENEFIT UNDER THIS PLAN SHALL BE RECALCULATED WITH REFERENCE TO ALL SERVICE
AS AN OUTSIDE DIRECTOR, INCLUDING THE DIRECTORS' RETAINER EARNED AND THE
YEARS OF SERVICE ACCRUED DURING SUCH PERIOD OF BENEFIT SUSPENSION, AND THE
PARTICIPANT'S PENSION BENEFIT SHALL BE PAID OR RESUMED AT THE NEWLY
CALCULATED HIGHER RATE.
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Bell Atlantic Retirement Plan Page 3 Restated February 1, 1995
(e) NON-DUPLICATION OF BENEFITS.
(1) BENEFITS UNDER ONLY ONE PENSION PLAN. A PARTICIPANT WHO AT ANY TIME WOULD
BE ELIGIBLE FOR BENEFITS UNDER THIS PLAN AND UNDER ANY OF THE PREDECESSOR
PLANS SHALL RECEIVE BENEFITS SOLELY UNDER THIS PLAN. THE BENEFIT UNDER THIS
PLAN SHALL, HOWEVER, TAKE ACCOUNT OF ALL SERVICE RENDERED AS AN OUTSIDE
DIRECTOR FOR ALL PARTICIPATING COMPANIES.
(2) BENEFITS MAY NOT EXCEED 100 PERCENT. IN THE EVENT THAT (I) A PARTICIPANT
IS PAID A CASH-OUT DISTRIBUTION UNDER THIS PLAN OR ANY OF THE PREDECESSOR
PLANS, AND (II) SUCH A PARTICIPANT SUBSEQUENTLY SERVES AS AN OUTSIDE
DIRECTOR ON A PARTICIPATING COMPANY BOARD, THEN THE SUM OF THE PERCENTAGE
AMOUNTS UTILIZED FOR PURPOSES OF CALCULATING SUCH PARTICIPANT'S BENEFITS
UNDER SECTION 3.3 OF THIS PLAN AND THE CORRESPONDING PROVISION OF ANY OTHER
SUCH PLAN SHALL NOT EXCEED 100 PERCENT.
(f) DEFERRED COMPENSATION PLAN. NOTHING IN THIS PLAN SHALL AFFECT ELIGIBILITY
FOR OR BENEFITS UNDER THE BELL ATLANTIC DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS OR ANY PREDECESSOR OF THAT MERGED PLAN.
3.3 AMOUNT. A PARTICIPANT'S NORMAL PENSION, AS DEFINED IN SECTION 3.2(A), SHALL
BE AN ANNUAL AMOUNT EQUAL TO THE PRODUCT OF (A) 10 PERCENT, TIMES (B) THE RATE
OF THE PARTICIPANT'S ANNUAL DIRECTORS' RETAINER (EXCLUSIVE OF MEETING FEES OR
COMMITTEE CHAIRMEN'S RETAINERS) WHICH IS PREVAILING AT THE TIME THE PARTICIPANT
RETIRES FROM (OR OTHERWISE CEASES TO SERVE ON) THE PARTICIPATING COMPANY BOARD
AS AN OUTSIDE DIRECTOR, TIMES (C) THE NUMBER OF TERMS OF SERVICE (ROUNDING UP
ANY FRACTION OF A ONE-YEAR TERM AS THOUGH IT WERE A WHOLE TERM), NOT TO EXCEED
10, THAT SUCH PARTICIPANT HAS THEN RENDERED AS AN OUTSIDE DIRECTOR ON ALL
PARTICIPATING COMPANY BOARDS.
3.4 FORFEITURE OF BENEFITS. ALL BENEFITS NOT YET PAID FOR WHICH AN OUTSIDE
DIRECTOR WOULD BE OTHERWISE ELIGIBLE UNDER THIS PLAN SHALL BE FORFEITED IN THE
EVENT THAT THE BELL ATLANTIC BOARD DETERMINES THAT ANY OF THE FOLLOWING
CIRCUMSTANCES HAS OCCURRED:
(a) the Outside Director has engaged in knowing and willful misconduct in
connection with his or her service as a director; or
(b) 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
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Bell Atlantic Retirement Plan Page 4 Restated February 1, 1995
Atlantic or any Affiliated Company, in the case
of an Outside Director who last served on the Bell Atlantic Board.
3.5 FORM OF PAYMENT.
(a) ELECTION OF FORM OF PAYMENT. IN THE ABSENCE OF ANY WRITTEN ELECTION BY A
PARTICIPANT, SUCH PARTICIPANT'S BENEFIT SHALL BE PAID AS A NORMAL PENSION
IN THE FORM OF A LIFE ANNUITY COMMENCING AT THE TIME STATED IN SECTION
3.2(A). THE PARTICIPANT MAY ELECT FROM AMONG THE ALTERNATIVE TIMES AND
FORMS OF BENEFIT DISTRIBUTION AS DESCRIBED UNDER SECTIONS 3.2(B) AND (C),
AND 3.5(B). ANY SUCH ELECTION OF THE TIME AND FORM OF DISTRIBUTION SHALL BE
DELIVERED IN WRITING TO THE PLAN ADMINISTRATOR AT ANY TIME BEFORE, AND NOT
LATER THAN 30 DAYS AFTER THE DATE ON WHICH THE OUTSIDE DIRECTOR RETIRES
FROM, OR OTHERWISE CEASES TO SERVE ON, THE PARTICIPATING COMPANY BOARD. IN
NO EVENT MAY A BENEFIT COMMENCE LESS THAT 12 MONTHS FOLLOWING THE DATE ON
WHICH THE OUTSIDE DIRECTOR DELIVERS HIS OR HER WRITTEN ELECTION OF THE FORM
AND TIMING OF DISTRIBUTION.
(b) ALTERNATIVE FORMS OF BENEFIT DISTRIBUTION. EACH PARTICIPANT MAY, IF HE OR
SHE SO ELECTS, DELIVER EITHER OR BOTH OF TWO TYPES OF ELECTIONS UNDER THE
PLAN, IN THE MANNER DESCRIBED IN SECTION 3.5(A): (I) WHETHER TO RECEIVE HIS
OR HER BENEFIT, AS DESCRIBED IN SECTION 3.2, IN LIEU OF A NORMAL PENSION,
IN THE FORM OF A DEFERRED PENSION (IN THE CASE OF A PARTICIPANT RETIRING AS
AN OUTSIDE DIRECTOR PRIOR TO ATTAINING AGE 70), OR AN EARLY PENSION (IN THE
CASE OF A PARTICIPANT WHO RETIRES AS AN OUTSIDE DIRECTOR PRIOR TO AGE 65);
AND (II) WHETHER TO RECEIVE HIS OR HER BENEFIT, IN LIEU OF A LIFE ANNUITY,
IN THE FORM OF EITHER A JOINT AND SURVIVOR ANNUITY OR A SINGLE-SUM CASH-
OUT, AS FOLLOWS:
(1) LIFE ANNUITY. THIS FORM OF BENEFIT SHALL CONSIST OF A SERIES OF QUARTERLY
PAYMENTS TO THE PARTICIPANT, COMMENCING ON THE APPLICABLE DATE UNDER
SECTIONS 3.5 (A) AND 3.2, AND CONTINUING UNTIL HIS OR HER DEATH. A LIFE
ANNUITY IS THE DEFAULT FORM OF BENEFIT IN THE ABSENCE OF AN ALTERNATIVE
ELECTION BY A PARTICIPANT.
(2) JOINT AND 50-PERCENT SURVIVOR ANNUITY FOR SPOUSE. THIS FORM OF BENEFIT
SHALL CONSIST OF A SERIES OF QUARTERLY PAYMENTS TO THE PARTICIPANT,
COMMENCING ON THE APPLICABLE DATE UNDER SECTIONS 3.5(A) AND 3.2, AND EQUAL
TO 90 PERCENT OF THE AMOUNT THAT WOULD HAVE BEEN PAYABLE ON THAT DATE TO
THE PARTICIPANT IF THE PARTICIPANT HAD ELECTED A BENEFIT IN THE FORM OF A
LIFE ANNUITY, AND CONTINUING FOR THE PARTICIPANT'S LIFE, AND, IF THE
PARTICIPANT IS SURVIVED BY THE PERSON WHO WAS HIS OR HER SPOUSE ON THE LAST
DATE HE OR SHE SERVED AS AN OUTSIDE DIRECTOR, A SERIES OF QUARTERLY
PAYMENTS TO SAID SPOUSE FOR HIS OR HER LIFE, COMMENCING ON THE
PARTICIPANT'S DEATH, EACH SUCH PAYMENT BEING IN AN AMOUNT EQUAL TO 50
PERCENT OF THE QUARTERLY AMOUNTS PREVIOUSLY PAID TO THE PARTICIPANT. IN THE
EVENT THAT SAID SPOUSE PREDECEASES THE OUTSIDE DIRECTOR, OR IN THE EVENT OF
A DIVORCE OF SAID SPOUSE AND THE FORMER OUTSIDE DIRECTOR, THE BENEFIT SHALL
THEREAFTER AUTOMATICALLY BE PAID IN THE FORM OF A LIFE ANNUITY, AND THE 10
PERCENT REDUCTION ATTRIBUTABLE TO THE ELECTION OF THE JOINT AND SURVIVOR
ANNUITY SHALL THEREAFTER CEASE TO APPLY.
(3) SINGLE-SUM CASH-OUT PAYMENT. THIS FORM OF BENEFIT SHALL CONSIST OF A
SINGLE-SUM PAYMENT IN CASH, IN AN AMOUNT DETERMINED WITH REFERENCE TO THE
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Bell Atlantic Retirement Plan Page 5 Restated February 1, 1995
PENSION BENEFIT THAT WOULD BE PAYABLE ON THE NORMAL PENSION, EARLY PENSION,
OR DEFERRED PENSION BENEFIT COMMENCEMENT DATE, WHICHEVER THE PARTICIPANT
HAS ELECTED, WHERE SUCH BENEFIT IS CONVERTED TO A SINGLE-SUM CASH-OUT BY
UTILIZING (I) THE IMMEDIATE ANNUITY INTEREST RATE ASSUMPTION PUBLISHED BY
THE FEDERAL PENSION BENEFIT GUARANTY CORPORATION FOR THE CALENDAR MONTH
IMMEDIATELY PRECEDING THE MONTH IN WHICH THE PARTICIPANT RESIGNS OR RETIRES
AS AN OUTSIDE DIRECTOR, AND (II) UNISEX TABLES TO DETERMINE THE LIFE
EXPECTANCY OF THE PARTICIPANT AS OF THE DATE ON WHICH THE CASH-OUT IS
PAYABLE.
(c) QUARTERLY PAYMENTS. IN THE CASE OF ANY ANNUITY PURSUANT TO SUBSECTION
(B)(1) OR (B)(2) ABOVE, THE QUARTERLY DISTRIBUTION SHALL BE PAYABLE ON THE
FIRST BUSINESS DAY OF EACH CALENDAR QUARTER DURING THE PRESCRIBED PAYMENT
PERIOD.
ARTICLE 4: DEATH PRIOR TO COMMENCING BENEFITS
4.1 DEATH OF DIRECTOR. IF ANY PARTICIPANT DIES PRIOR TO THE DATE ON WHICH HIS
OR HER BENEFIT DISTRIBUTION COMMENCES, THEN HIS OR HER BENEFICIARY SHALL BE
ENTITLED TO RECEIVE A DEATH BENEFIT. THE DEATH BENEFIT SHALL BE A SINGLE-SUM
CASH-OUT, PAYABLE ON THE FIRST BUSINESS DAY OF THE CALENDAR QUARTER NEXT
FOLLOWING THE DATE OF DEATH (EVEN IF SUCH DEATH OCCURRED PRIOR TO THE
PARTICIPANT'S ATTAINING AGE 55), AND SHALL BE IN AN AMOUNT EQUAL TO THE LUMP SUM
(IF ANY) THAT WOULD HAVE BEEN PAYABLE ON SUCH DATE (AFTER TAKING ACCOUNT OF ANY
EARLY PENSION REDUCTION WHICH MAY BE APPLICABLE AS DESCRIBED IN SECTION 3.2(C));
PROVIDED, HOWEVER, THAT, IN THE CASE OF A DEATH OF SUCH A PARTICIPANT WHICH
OCCURS PRIOR TO AGE 55, THE AMOUNT OF THE EARLY PENSION (EXPRESSED AS A SINGLE
LIFE ANNUITY) SHALL BE DETERMINED BY USING THE LESSER OF (A) THE SIX PERCENT PER
ANNUM REDUCTION FACTOR DESCRIBED IN SECTION 3.2(C), OR (B) THE APPLICABLE
ACTUARIAL REDUCTION FACTOR DERIVED IN THE MANNER DESCRIBED IN ATTACHMENT 1.
4.2 DESIGNATION OF BENEFICIARY. EACH PARTICIPANT MAY DESIGNATE FROM TIME TO
TIME, AT ANY TIME NOT LATER THAN THE BENEFIT COMMENCEMENT DATE, ANY PERSON OR
PERSONS, NATURAL OR OTHERWISE, AS HIS OR HER BENEFICIARY OR BENEFICIARIES TO
WHOM ANY DEATH BENEFITS WHICH MAY BE PAYABLE UNDER SECTION 4.1 ARE TO BE PAID.
EACH BENEFICIARY DESIGNATION SHALL BE MADE ON A FORM PRESCRIBED BY THE PLAN
ADMINISTRATOR AND SHALL BE EFFECTIVE ONLY WHEN FILED WITH THE CORPORATE
SECRETARY OR ASSISTANT SECRETARY OF THE PARTICIPATING COMPANY DURING THE
PARTICIPANT'S LIFETIME. EACH BENEFICIARY DESIGNATION FILED WITH THE PLAN
ADMINISTRATOR SHALL REVOKE ALL BENEFICIARY DESIGNATIONS PREVIOUSLY MADE BY THE
PARTICIPANT. NEITHER THE APPOINTMENT OF A BENEFICIARY NOR THE REVOCATION OF A
BENEFICIARY DESIGNATION SHALL REQUIRE THE CONSENT OF ANY PERSON.
ARTICLE 5: ADMINISTRATION
5.1 NO FUNDING OBLIGATION. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 5.1,
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 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
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Bell Atlantic Retirement Plan Page 6 Restated February 1, 1995
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.
5.2 APPLICABLE LAW. THIS PLAN SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, TO THE EXTENT NOT SUPERSEDED BY
FEDERAL LAW.
5.3 ADMINISTRATION AND INTERPRETATION. THE ASSISTANT VICE PRESIDENT -
COMPENSATION AND BENEFITS OF BELL ATLANTIC NETWORK SERVICES, INC., OR THE PERSON
TO WHOM THAT INDIVIDUAL DELEGATES RESPONSIBILITY FOR ADMINISTERING THIS PLAN
(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 IN COOPERATION WITH THE CORPORATE
SECRETARIES AND ASSISTANT SECRETARIES OF BAC AND 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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Bell Atlantic Retirement Plan Page 7 Restated February 1, 1995
ATTACHMENT 1
Reduction Factor for Single-Sum Cash-Out
In the Event of Death of an Outside Director
Prior to Age 55
For computing death benefits pursuant to Section 4.1 of this Plan
For the designated beneficiary(ies) of an Outside Director who dies prior to
commencing benefits under this Plan on a date prior to attaining age 55, the
single-sum cash-out shall be determined in two steps: first, by determining the
applicable Early Pension benefit amount (expressed as a single-life annuity),
and, second, by determining the single-sum cash-out amount in accordance with
Section 3.5(b)(3).
The Early Pension benefit amount shall be based on an Early Pension reduction
factor which shall be equal to the lesser of:
(a) 0.06 (i.e. 6%) for each year (and 0.005 (i.e. 0.5%) for each month) by
which the Outside Director's age on the date of death is less than age
65, or
(b) the result of subtracting from 1.00 (i.e. 100%) the factor in the
attached table which corresponds to the years and months of age
attained by an Outside Director on his or her date of death.
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Bell Atlantic Retirement Plan Attachment 1 Restated February 1, 1995