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                                                                    EXHIBIT 10.5





PERSONAL & CONFIDENTIAL

November 19, 1999


Mr. William Edwards
(Address)
(Address)


Dear Bill:

I want to take this opportunity to thank you for your many contributions to the
company, including your role in the repositioning efforts that have been so
critical to our success. Your leadership is greatly appreciated by the entire
GTE management team.

We recognize that your original plan, as set forth in our April 27, 1998 letter
agreement, was to retire on April 30, 2000. However, in light of the upcoming
divestitures of wireless properties as a result of GTE's planned merger with
Bell Atlantic, we would like to provide you with an incentive to continue your
employment through an appropriate point in the completion of this process (the
"Retention Period") and to establish a transition arrangement for your
separation from employment. For purposes of this Letter Agreement, the Retention
Period shall be from the date of this agreement through January 2, 2001 or, if
earlier, the date that repositioning efforts have been satisfactorily completed,
as determined by GTE.

A.       RETENTION BONUS

         1. RETENTION BONUS. Subject to the terms and conditions set forth
herein, on or about 45 days after the conclusion of the Retention Period, you
will receive a Retention Bonus equal (before withholding of applicable taxes) to
one times the sum of (i) your base annual salary as of the conclusion of the
Retention Period and (ii) the prior three-year average corporate rating (as of
the conclusion the Retention Period) under GTE's Executive Incentive Plan or any
successor plan ("EIP") for your grade level as of the conclusion of the
Retention Period multiplied by an amount equal to 100% of norm for that grade
level under EIP.

         2. INVOLUNTARY TERMINATION WITHOUT CAUSE. If prior to the end of the
Retention Period your employment is terminated involuntarily without cause, as


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William Edwards
November 19, 1999
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determined by GTE, and for reasons other than your death or disability, you will
receive a payment equal to the Retention Bonus to which you would have been
entitled had your employment continued through the full Retention Period.
Payment will be made at the same time the Retention Bonus would have been paid
had you remained employed through the full Retention Period. Under no
circumstances will your resignation or retirement for any reason constitute an
involuntary termination without cause for purposes of this Letter Agreement.

         3. DEATH OR DISABILITY. Should you die or become disabled (within the
meaning of GTE's Long Term Disability Plan) prior to the end of the Retention
Period, you, or, in the event of your death, your estate, will receive a
prorated Retention Bonus based on the ratio of (i) the number of days you
remained actively employed during the Retention Period to (ii) the total number
of days in the Retention Period. For purposes of this paragraph, the Retention
Period will be presumed to run through January 2, 2001, unless an earlier
conclusion date had already been communicated to you prior to your death or
disability. The prorated Retention Bonus payable under this paragraph shall be
paid at the same time the Retention Bonus would have been paid had you remained
employed through the Retention Period.

         4. CIRCUMSTANCES WHEN NO BONUS WILL BE PAID. Should you resign or
retire for any reason prior to the end of the Retention Period, or should you at
any time engage in conduct that would constitute cause (as determined by GTE),
you will not be eligible to receive any portion of the Retention Bonus.

         5. DEFERRAL. You will not be eligible to defer any Retention Bonus
payable to you under this Letter Agreement.

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

B.       SEPARATION

         1. SEPARATION BENEFITS. You will retire from employment with GTE upon
conclusion of the Retention Period. Since your position is being eliminated, you
will be eligible to receive separation benefits in accordance with the terms of
GTE's Involuntary Separation Program or any successor plan which may exist
("ISEP") at that time, subject to signing a release of all claims against GTE.
You will also receive a lump sum payment for all accrued, unused (but unpaid)
vacation upon the


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William Edwards
November 19, 1999
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termination of your employment with GTE, but you will not receive service credit
for same. If your employment continues through January 2, 2001, you will earn
vacation for the 2001 calendar year.

         2. EIP. You will continue to participate in EIP during the Retention
Period on the same basis as other executives at your level, subject to the terms
of that plan. Any payments under EIP will be made at the same time such 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.

         3. LTIP. You will continue to participate in GTE's Long Term Incentive
Plan or any successor plan that may exist ("LTIP") on the same terms as other
executives at your level during the Retention Period, subject to the terms of
the plan. 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.

         4. INTEREST RATE FOR PENSION PURPOSES. Consistent with the terms of
your April 27, 1988 letter and subsequent amendments to the GTE Service
Corporation Plan for Employees' Pensions ("the Plan"), upon retirement under the
terms of the Plan, your lump sum pension distribution amount will be based on
whichever of the following rates produces the largest lump sum distribution: the
GATT rate (based on 30 year Treasury bonds), 120% of the PBGC rate, or the Plan
rate (based on a six-month average of 10-year Treasury bonds). The lump sum
distribution will be payable from the Plan to the extent allowable by Plan
provisions and governmental regulations. The difference, if any, between the
total lump sum amount and the amount eligible to be paid from the Plan may be
paid from GTE's general assets, at GTE's discretion.

         5. TERMINATION OF EMPLOYMENT. In accordance with company policy, GTE
reserves the right to terminate your employment prior to the end of the
Retention Period for cause, as determined by GTE. 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 Retention
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 Retention Bonus as provided for above), and you will not be entitled to
separation benefits under this Letter Agreement or under any GTE policy or
practice.



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William Edwards
November 19, 1999
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C.       GENERAL PROVISIONS

         1. PROHIBITION AGAINST RECRUITING OR HIRING. Commencing on the date of
this Retention Agreement, and for one year following your separation from
employment with GTE, you agree that you will not, without the prior written
consent of 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.

         2. PROHIBITION AGAINST SOLICITING GTE CUSTOMERS. Commencing on the date
of this Agreement, and, in the event you separate from employment with GTE for
any reason, for one year following such separation, 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.

         3. 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 Retention Agreement to adhere to the same
standard of confidentiality.


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William Edwards
November 19, 1999
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         4. 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.

         5. SURVIVAL OF AND CONSIDERATION FOR COVENANTS. You acknowledge and
agree that any payment made pursuant to this Letter Agreement includes
consideration for the covenants contained in paragraphs 1 through 4 of Section C
of this Letter Agreement and that the obligations set out in those paragraphs
shall survive any cancellation, termination, or expiration of this Letter
Agreement or the termination of your employment with GTE.

         6. 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 Letter Agreement and any other payment or benefit
for which you are eligible, including any 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 Letter Agreement. As a result, any
payment otherwise due under this Letter Agreement shall be reduced by any
amounts due under any such other duplicative plan, arrangement, agreement, or
program.

         7. BUSINESS DISCRETION OF GTE. Nothing in this Letter Agreement is
intended to limit the business discretion of GTE. This Letter 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.

         8. ASSIGNMENT BY GTE. GTE may assign this Letter Agreement without your
consent. This Letter Agreement may not be assigned by you, and no person other
than you (or your estate) may assert your rights under this Letter Agreement.


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William Edwards
November 19, 1999
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         9. 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 such determination
shall be final and binding.

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

         11. 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, and any dispute shall be brought in a court sitting in New
York City, New York.

         12. 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.

         13. DEFINITIONS/RELATIONSHIP TO OTHER AGREEMENTS. The definitions
contained in this Letter Agreement shall be controlling for purposes of this
Letter Agreement and shall not be modified by, nor shall they modify,
definitions for terms in any plan, policy, program, or other agreement to which
you may be a party. This supersedes and replaces the terms of my prior letter to
you dated April 27, 1998.

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

Bill, on behalf on the management team, I want to thank you for agreeing to
remain with GTE beyond your original planned retirement date. Your assistance in
the upcoming Wireless divestitures will be critical to the success of our
upcoming merger with Bell Atlantic. If this Agreement meets with your
satisfaction, please


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William Edwards
November 19, 1999
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sign below and return an original in the enclosed addressed envelope within
fifteen (15) business days.

Sincerely,





J. Randall MacDonald
Executive Vice President-
Human Resources & Administration


JRM:jls


I have read, understand and agree to the foregoing.



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William Edwards


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