Agreement
                                   ---------

         AGREEMENT, dated as of September 1, 1994, between NYNEX Corporation, a
Delaware corporation (the "Company"); and Alan Z. Senter, an individual residing
at 2 West 67th Street, New York, NY 10023 (the "Executive").

         In consideration of the mutual agreements and covenants contained
herein, the Company and the Executive hereby agree as follows:

         1. Executive Duties. The Company hereby employs the Executive, and the
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         Executive hereby agrees to serve the Company, in the capacity of
         Executive Vice President and Chief Financial Officer. The Executive
         will devote his entire business time and best efforts during the Term
         of Employment (as hereinafter defined) to the performance of his
         duties, as now or hereafter assigned to him by the Vice Chairman
         Finance and Business Development, the Chairman and Chief Executive
         Officer, or the Board of Directors of the Company. If Executive
         terminates employment during the Term of Employment because of a
         material change in duties, reporting relationship whereby the Executive
         reports to someone below the Vice Chairman level, or working
         conditions, payments pursuant to paragraph 3 hereof shall be governed
         by subparagraph 3(g)(v) hereof.

         2. Term of Employment. The term of employment (the "Term of
            ------------------
         Employment"), except as otherwise specified herein, shall commence on
         September 1, 1994 and shall end on August 31, 1997.

         3. Compensation.  Except as hereinafter provided,  the Company shall 
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         pay to the Executive, and the Executive shall accept from the Company,
         for the services and duties to be rendered  and  performed  by the
         Executive  during the Term of Employment:
         

            (a)  Base Compensation.
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                 (i)  For the period September 1, 1994 to December 31,
                 1994, base compensation at the annual rate of
                 $400,000 (subject to applicable withholding and other
                 taxes), payable in equal monthly installments on or
                 before the first day of the month following each of
                 the months during such period.
            
                 (ii) For the period January 1, 1995 to August 31,
                 1997, this annual base rate, $400,000, shall be
                 increased by the same percentage increase and at the
                 same time as the Senior Managers' Compensation
                 Structure for members of the Senior Management
                 Compensation Group is increased during the Term of
                 Employment.

            (b)  Short Term Incentive Plan. During the Term of
                 -------------------------
                 Employment, the Executive shall participate in the
                 Company's Senior Management Short Term Incentive Plan
                 (the "STIP"). The maximum award earned by the
                 Executive shall be $600,000 per year prorated in
                 accordance with the terms of the STIP. For the period
                 September 1, 1994 to December 31, 1994, the Standard
                 Award for the Executive will be $l00,000, payable in
                 accordance with the terms of the STIP.
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                                                        -2-


            (c)  Long Term Incentive Plan. During the Term of Employment,
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                 the Executive shall participate in the NYNEX Senior
                 Management Long Term Incentive Plan (the "LTIP") to the same
                 extent awards are made to members of the Senior Management
                 Compensation Group. The Company will award the Executive
                 $128,000 for the 1994-1997 Performance Period pursuant to
                 the LTIP.
            
            (d)  Stock Options.  During the Term of  Employment, the Executive 
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                 will be eligible to participate  in all NYNEX stock  option
                 plans to the same extent as members of the Senior Management
                 Compensation  Group;  provided, however,  that subject to the
                 approval of the Committee on Benefits of the Board of
                 Directors  of  the  Company  (the  "Committee"),  should  the  
                 Executive  be terminated  without cause, the provisions of
                 clause (x) of subparagraph  3(g)(v) hereof will apply to
                 options  granted to the Executive.  Subject to the approval
                 of the Committee, the Company will grant the Executive 
                 options for 56,000 shares as of the date the Executive
                 commences  employment,  pursuant to the NYNEX 1990 Stock
                 Option Plan.
            
            (e)  Other Benefits. In addition to the compensation and
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                 STIP, LTIP and Stock Option Plan grants and awards provided to 
                 the Executive pursuant to this Paragraph 3, the Company shall
                 provide the following benefits to the Executive during
                 the Term of Employment:
                   
                 (i)   The Executive, to the extent eligible, shall
                 participate in the current and future employee benefit plans
                 and programs sponsored by NYNEX, including but not limited
                 to the NYNEX Mid-Career Hire Program, the NYNEX Mid-Career
                 Pension Plan, and any medical, dental, and life insurance
                 plans and programs;
            

                 (ii)  The Company will provide the Executive with split
                 dollar life insurance having an initial death benefit of
                 $2,000,000, and estimated cash values in accordance with the
                 illustration provided to the Executive by the Company,
                 pursuant to and in accordance with the terms and conditions
                 of the NYNEX Supplemental Life Insurance Plan;
            

                 (iii) The Executive shall be entitled to all perquisites 
                 and benefits available members of the Senior Management
                 Compensation Group; and
                 
                 (iv)  If the Company Board of Directors does not approve the
                 defined contribution pension plan currently under
                 consideration, at termination of employment for any reason,
                 the Executive shall have a choice of (i) a cash payment or
                 annuity payments equal to what would have been provided by
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                                                        -3-

                 the defined contribution pension plan to the extent
                 Executive would have been eligible under the conditions of
                 his termination or (ii) benefits payable under existing
                 pension plans to the extent eligible.
                 
            
            (f)  Sign-on Bonus. Subject to the approval of the Committee,
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                 as soon as practical after commencement of employment, the
                 Company will grant to the Executive $600,000 worth of shares
                 of restricted stock under, and in accordance with, the terms
                 of the NYNEX 1987 Restricted Stock Award Plan, subject to
                 the restrictions that if the Executive is still employed on
                 the following dates, the restrictions shall lapse as 
                 follows:
                 
                      August 31, 1995        one-third of the shares;
                      August 31, 1996        one-third of the shares;
                      August 31, 1997        one-third of the shares.

            (g)  Termination of Payments.  Payments under this subparagraph 3 
                 -----------------------
                 shall terminate as follows:
                           

                 (i) If the Executive voluntarily terminates his employment
                 with the Company at any time during the Term of Employment, 
                 except for any reason set out in paragraph 1 of this 
                 Agreement, (w) the Company shall make no further payments to 
                 the Executive pursuant to subparagraph 3(a) hereof for any 
                 period of time subsequent to the date of such termination; 
                 (x) grants and awards previously made to the Executive
                 pursuant to the STIP, LTIP and the Stock Option Plan shall 
                 be governed by the terms of those plans; (y) all benefits 
                 provided pursuant to subparagraph 3(e) hereof shall cease as
                 of the date of such termination, except as may be provided 
                 in the plans or programs or as required by law; and (z) 
                 rights to all restricted stock for which the restrictions 
                 have not lapsed pursuant to subparagraph (f) hereof shall be
                 forfeited.
            
                 (ii) If the Executive dies at any time during the Term of
                 Employment, (w) the Company shall make no payments under 
                 paragraph 3(a) of this Agreement to the Executive or his
                 executors, administrators, assigns, beneficiaries or estate 
                 for any periods of time subsequent to the date of the 
                 Executive's death; (x) grants and awards previously made to
                 the Executive pursuant to the STIP, LTIP and the Stock
                 Option Plan shall be governed by the terms of those plans;
                 (y) the continuation, expiration and termination of the 
                 benefits provided pursuant to subparagraph 3(e) hereof shall 
                 be governed by the terms of the employee benefit plans and 
                 programs applicable in the event of the death of an employee
                 as in effect on the date of death; and (z) rights to all 
                 restricted stock for which the restrictions have not lapsed
                  
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                                       -4-


                 pursuant to subparagraph (f) hereof shall immediately vest 
                 and all restrictions shall lapse.
                  
                 
                 (iii) If the Executive's employment is terminated for cause 
                 as defined in Paragraph 4 hereof, (w) the Company shall be 
                 released and discharged of and from all obligations to make 
                 payments pursuant to 3(a) for periods of time subsequent to 
                 the date of such termination; (x) grants and awards 
                 previously made to the Executive pursuant to the STIP, LTIP 
                 and the Stock Option Plan shall be governed by the terms of
                 those plans; (y) all benefits provided pursuant to
                 subparagraph 3(e) hereof shall cease as of the date of such 
                 termination, unless otherwise provided by the terms of the 
                 benefit plans and programs in effect at the date of such 
                 termination; and (z) rights to all restricted stock for 
                 which the restrictions have not lapsed pursuant to 
                 subparagraph (f) hereof shall be forfeited.
                 
                 
                 (iv)  If the Executive becomes and remains totally disabled 
                 during the Term of Employment, (w) the Company shall 
                 continue to pay the monthly payments specified in 
                 subparagraph 3(a) hereof to the Executive, in accordance 
                 with the terms of the NYNEX Sickness and Accident Disability 
                 Plan and the NYNEX Senior Management Long Term Disability 
                 and Survivor Protection Plan; (x) grants and awards 
                 previously made to the Executive pursuant to the STIP, LTIP 
                 and the Stock Option Plan shall be governed by the terms of
                 those plans; (y) all benefits provided pursuant to 
                 subparagraph 3(e) hereof shall continue to be provided 
                 pursuant to the terms of the benefit plans and programs as 
                 in effect at the time; and (z) restricted stock for which 
                 the restrictions have not lapsed pursuant to subparagraph 
                 (f) hereof shall continue to vest.
            

                 (v) If the Executive's employment is terminated by the 
                 Company without cause, (v) the Company shall continue to pay 
                 the monthly payments specified in subparagraph 3(a) hereof 
                 to the Executive to the end of the Term of Employment; (w) 
                 grants and awards previously made to the Executive pursuant 
                 to the STIP and LTIP shall be governed by the terms of those
                 plans; provided, however, Executive shall be paid $300,000 
                 per year for the remainder of the Term of Employment, 
                 prorated in accordance with the terms of the STIP, as if the 
                 payments were made pursuant to the STIP; (x) stock options 
                 that have not become exercisable pursuant to the terms of 
                 the Stock Option Plan shall immediately vest and become 
                 exercisable as of the date the Executive is notified of the
                 termination; provided, however, the Executive shall be given 
                 sixty (60) days prior notice so that he will have sixty (60) 
                 days to exercise the vested options and no option or part 
                 thereof shall be exercisable prior to the first anniversary
                 
<PAGE>           
                 
                                       -5-


                 of the date the option is granted; (y) the continuation, 
                 expiration and termination of all other benefits provided 
                 pursuant to subparagraph 3(e) hereof shall be governed by 
                 the terms of the employee benefit plans and programs as in 
                 effect on the date of such termination; and (z) restricted 
                 stock for which the restrictions have not lapsed pursuant to
                 subparagraph (f) hereof shall immediately vest and all 
                 restrictions shall lapse.
                 
         4. Termination of Employment.
            -------------------------
            
            (a)  The Executive may voluntarily terminate his employment with 
                 the Company at any time during the Term of Employment by 
                 giving thirty (30) days written notice to the Company.
                 

            (b)  The Executive's employment may be terminated by the Company 
                 during the Term of Employment with or without cause at the 
                 sole discretion of the Company.  The term "cause" shall mean 
                 grossly incompetent performance or substantial or continuing
                 inattention to or neglect of the duties and responsibilities 
                 assigned to the Executive, in the sole discretion and 
                 judgment of the Board of Directors of the Company, including 
                 but not limited to fraud, misappropriation, embezzlement, or 
                 the like, involving the Company or any of its subsidiaries 
                 or affiliates; or commission of any felony of which the 
                 Executive is finally adjudged guilty in a court of competent
                 jurisdiction; or a willful breach of Paragraphs 8, 9, 10, or 
                 11 of this Agreement.  In the event that the Company 
                 terminates the employment of the Executive for cause, it
                 will state in writing the grounds for such termination and 
                 provide this statement to the Executive within 10 business 
                 days after the date of termination.  In the event that the 
                 reason for termination for cause was grossly incompetent 
                 performance or substantial or continuing inattention to or 
                 neglect of the duties and responsibilities assigned to the 
                 Executive, then the Company will give the Executive 60 
                 calendar days prior written notice and an opportunity to 
                 cure his performance within these 60 calendar days.  In the 
                 event that the Executive challenges a for cause 
                 determination and a court of law determines that the 
                 termination was not for cause as defined in this Agreement, 
                 the Company will pay the Executive's court costs and 
                 reasonable attorney fees.
                 

         5. Expenses. In accordance with the Company's usual practices and
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         procedures, the Company agrees to reimburse the Executive for his
         reasonable travel expenses (other than normal commutation expenses) and
         other reasonable out-of-pocket expenses directly related to his work 
         for the Company.

<PAGE>

                                       -6-


         6. Holidays and Vacation. The Executive shall have the 11 holidays per
            ---------------------
         calendar year recognized by the Company for its management employees.
         During 1994 the Executive shall be entitled to 2 management personal
         days and 15 vacation days. During each subsequent calendar year during
         the Term of Employment, the Executive shall have an aggregate of 4
         management personal days and 25 vacation days. Notwithstanding the
         foregoing, such management personal days and vacation days shall be
         scheduled at such times and in such number with due regard to the needs
         of the business.

         7. Capacity.
            --------
            (a)  The Executive hereby warrants and represents that he
                 is legally capable and now physically capable of
                 performing the duties contemplated in this Agreement
                 and that such performance will not violate any
                 agreements he has with, or breach any duties he owes
                 to, any other employer or organization.

            (b)  The Executive hereby warrants and represents that he has not, 
                 and covenants and agrees that he will not, disclose or 
                 appropriate to his own use or to the use of the Company
                 or its subsidiaries or affiliates any secret or confidential 
                 information pertaining to the business of GAF/ISP Corporation 
                 or Xerox Corporation, or its clients or
                 prospective clients obtained by the Executive while he was 
                 employed by GAF/ISP Corporation or Xerox Corporation, where 
                 such disclosure or appropriation would violate any 
                 agreements he has with, or would breach any duties he owes 
                 to GAF/ISP Corporation or Xerox Corporation, or its clients 
                 or prospective clients.

            (c)  The Company hereby warrants and represents that this
                 Agreement has been duly and validly authorized,
                 executed and delivered.

         8. Non-Competition and Non-Solicitation.
            ------------------------------------
            (a)  Without the prior written consent of the Company, the  
                 Executive shall not, during the Term of Employment and for 
                 a period of two years from the date of voluntary termination  
                 of employment, or for a period of six months from the date
                 of termination of employment for any other reason including 
                 voluntary termination under paragraph 1 of this Agreement, 
                 with the Company, or any of its subsidiaries or affiliates, 
                 either for himself or as an agent, partner, joint venturer 
                 or employee of any Person, other than the Company, or any of 
                 its subsidiaries or affiliates, or in any other capacity,
                 directly or indirectly:

<PAGE>

                                       -7-


                 (i) engage in Competitive Services for (x) any Client or 
                 (y) any Prospective Client; or
                 

                 (ii) contact, solicit or attempt to solicit, whether
                 for his own account or for the account of any Person
                 other than the Company, or any of its subsidiaries or
                 affiliates, (x) any Client or (y) any Prospective
                 Client; or

                 (iii) induce away from the Company, or any of its
                 subsidiaries or affiliates, or facilitate the
                 inducement away from the Company, or any of its
                 subsidiaries or affiliates, any personnel of the
                 Company, or any of its subsidiaries or affiliates, or
                 interfere with the faithful discharge by such
                 personnel of their contractual and fiduciary
                 obligations to serve the interests of the Company, or
                 any of its subsidiaries or affiliates and their
                 Clients; or (iv) invest in or otherwise be connected
                 with, in any manner, any Person that provides or
                 intends to provide products or services of the type
                 provided by the Company, or any of its subsidiaries
                 or affiliates for (x) any Client or (y) any
                 Prospective Client.

            (b)  For purposes of this Paragraph 8, the following terms shall 
                 have the following definitions:
                           

                 (i)  "Affiliate" of a Person means any Person directly or
                 indirectly controlling, controlled by, or under
                 common control with, such other Person.

                 (ii) "Client" means any Person for whom the Company
                 performed Competitive Services within the 18 months
                 immediately preceding the Executive's termination of
                 employment.

                 (iii)"Competitive Services" means any business
                 activity which was being conducted by the Company, or
                 any of its subsidiaries or affiliates, at the time of
                 the Executive's termination of employment and in
                 which business activity the Executive participated
                 during his employment with the Company, or any of its
                 subsidiaries or affiliates.

                 (iv) "Person" means an individual, a corporation, a
                 partnership, an association, a trust or any other
                 entity, including a government or political
                 subdivision or an agency or instrumentality thereof.


<PAGE>



                                       -8-


                 (v) "Prospective Client" means any Person to whom the
                 Company submitted, or assisted in the submission of,
                 a proposal for Competitive Services during the 18
                 months immediately preceding the Executive's
                 termination of employment.

            (c)  Ownership of less than 5% of the securities in a
                 publicly traded corporation shall not constitute a
                 violation of this Agreement.

         9.  Intellectual Property and Proprietary Information.
             -------------------------------------------------
         The Executive has executed the NYNEX Employee Agreement Regarding
         Intellectual Property and Proprietary Information which is attached
         hereto as Appendix A and made a part of this Agreement.

         10. Company Rules; Code of Business Conduct. The Executive agrees to
             ---------------------------------------
         abide by all of the rules applicable to Company employees as such rules
         are made known to him from time to time. The Executive has received and
         read the publication entitled the NYNEX Code of Business Conduct.

         11. Modification of Final Judgment. The Executive has received and read
             ------------------------------
         the publication entitled NYNEX Policy for Compliance with the
         Modification of Final Judgment (August 1988) and has executed the
         Acknowledgment attached thereto. Such Acknowledgment is attached hereto
         as Appendix B and made a part of this Agreement.

         12. Additional Remedies.  In addition to any other rights or remedies, 
             -------------------
         whether legal, equitable or otherwise, which each of the parties may 
         have:

             (a) The Executive acknowledges that Paragraphs 8, 9, 10 and 11 
                 of this Agreement are essential to the continued good will 
                 and profitability of the Company and its subsidiaries and 
                 affiliates and further acknowledges that the application and
                 operation thereof shall not involve a substantial hardship  
                 upon his future livelihood.  Should any court determine that 
                 any or all of such paragraphs of this Agreement are 
                 unenforceable  in respect of scope, duration or geographic 
                 area, such court shall substitute, to the extent 
                 enforceable, provisions similar thereto or other provisions,
                 so as to provide to the Company and its subsidiaries and 
                 affiliates, to the fullest extent permitted by applicable 
                 law, the benefits intended by this Agreement.
                 

             (b) The parties hereto further recognize that irreparable
                 damage to the Company and its subsidiaries and
                 affiliates will result in the event that Paragraphs
                 8, 9, 10 and 11 of this Agreement are not
                 specifically enforced and that monetary damages will
                 not adequately protect the Company and its
                 subsidiaries and affiliates from a breach of this
                 Agreement. If any dispute
<PAGE>

                                                        -9-


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

         14. Reformation and Severability. The Executive and the Company agree
             ----------------------------
         that the agreements contained herein shall each constitute a separate
         agreement independently supported by good and adequate consideration,
         shall each be severable from the other provisions of the Agreement, 
         and shall survive the Agreement. If a court of competent jurisdiction
         determines that any term, provision or portion of this Agreement is
         void, illegal or unenforceable, the other terms, provisions and
         portions of this Agreement shall remain in full force and effect and
         the terms, provisions and portions that are determined to be void,
         illegal or unenforceable shall be limited so that they shall remain in
         effect to the extent permissible by law.

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

                  (a)  If to the Company, to:
                        NYNEX Corporation
                        1113 Westchester Avenue
                        White Plains, New York 10604
                        Attention:  Executive Vice President and General Counsel

                  (b)  If to the Executive, to:
                        2 West 67th Street
                        Apartment 10B
                        New York, NY 10023

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

         16. Assignability. This Agreement is personal in nature. The Executive
             -------------
         shall have no right to assign or transfer this Agreement. In the event
         of any attempted assignment or transfer by the Executive of his duties
         and obligations contrary to this paragraph, all the Executive's rights
         under this Agreement shall be forfeited, and the Company shall have no
         further liability under this Agreement. The Company may assign or
         transfer its rights under this Agreement only to a subsidiary or
         affiliate of the Company so long as such assignment shall not
         substantially change the current status of this Agreement or its place
         of performance. No assignment by the Company shall relieve the Company
         of the liabilities and responsibilities created by this Agreement.
<PAGE>

                                      -10-


         17. Entire Understanding. This Agreement constitutes the entire
             --------------------
         understanding between the Company and the Executive with respect to the
         subject matter hereof, superseding any and all prior written or oral
         understandings which may have existed.

         18. Amendment.  This Agreement may be amended or modified, in whole or 
             ---------
         in part, only by an agreement in writing signed by the Company and the 
         Executive.

         19. Headings.  The headings in this Agreement are inserted for 
             --------
         convenience of reference only and are not to be considered 
         in the construction of the provisions herein.

         20. Governing Law.  This Agreement shall be governed by, and construed 
             -------------
         in accordance with, the laws of the State of New York without regard  
         to the principles of conflicts of laws of that State.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above written.


EXECUTIVE                                           NYNEX CORPORATION

                                                    By
---------------------                                 ---------------------
Alan Z. Senter                                        F. V. Salerno
                                                      Vice Chairman Finance and
                                                      Business Development