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Exhibit 10


                         EXECUTIVE SEVERANCE AGREEMENT


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

                              W I T N E S S E T H:


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

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

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

                                   ARTICLE I

                            ELIGIBILITY FOR BENEFITS


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


         (a)     a Change in Control occurs, and

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

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

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

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

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

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

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

         (d)     approval by shareholders of GTE of:
  
                 (i)      a merger, consolidation, or reorganization involving 
                 unless

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

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

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

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

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

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

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

         "Board" means the Board of Directors of GTE.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (d)     a reduction by the Company in the Executive's total
                 compensation (which shall be deemed, for this purpose, to be
                 equal to his base salary plus the greater of (i) the most
                 recent award that he has earned under the GTE Corporation
                 Executive Incentive Plan, as amended from time to time, or any
                 successor thereto (the "EIP"),  or (ii) an EIP award equal to
                 the Executive's Average Percentage of the annual value (i.e.,
                 the dollar amount) of the normal payment under the EIP for the
                 Executive's salary level (such annual value and normal payment
                 being those that are in effect under the EIP immediately
                 before the date on which the Change in Control occurs for the
                 Executive's salary level immediately before the date on which
                 the Change in Control occurs)).  For
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                 purposes of this paragraph (d), the Executive's "Average
                 Percentage" means the average of the Executive's Annual
                 Percentages for the Determination Years.  For purposes of this
                 paragraph (d), the Executive's "Annual Percentage" for each
                 Determination Year means a fraction (expressed as a
                 percentage), the numerator of which is the EIP award earned by
                 the Executive for such Determination Year, and the denominator
                 of which is the annual value of the normal payment under the
                 EIP for the Executive's salary level (such annual value and
                 normal payment being those that were in effect under the EIP
                 for such Determination Year for the Executive's salary level
                 for such Determination Year).  For purposes of this paragraph
                 (d), a "Determination Year" means each of the last three EIP
                 plan years ending before the date on which the Change in
                 Control occurs (or, if less, the number of those three plan
                 years during which the Executive was a participant in the
                 EIP);

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

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

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

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

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

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

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

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

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

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

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

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

         Section 1.7.     Notice.  If a Change in Control occurs, the Company
shall notify the Executive of the 
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occurrence of the Change in Control within two weeks after the Change in 
Control.

                                  ARTICLE II

                    BENEFITS AFTER A QUALIFYING TERMINATION


         Section 2.1.     Basic Severance Payment.
                          
         (a)     If the Executive incurs a Qualifying Termination, the Company
                 shall pay to the Executive a cash amount equal to 200% of the
                 Base Amount.  The Base Amount shall be an amount equal to the
                 greater of:

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

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

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

         Section 2.2.     Insurance.  If the Executive incurs a Qualifying
Termination, the Company shall provide the Executive, at the Company's expense,
for a period beginning on the date of the Qualifying Termination, the same
medical insurance and life insurance coverage as was in effect immediately
before the Change in Control (or, if greater, as in effect immediately before
the Qualifying Termination occurs); such coverage shall end upon the earlier of
(a) the expiration of 24 months after the Qualifying Termination or (b)(i) with
respect to medical insurance coverage, the date on which the Executive first
becomes eligible for medical insurance coverage provided by a firm that employs
him following the Qualifying Termination, or (ii) with respect to life
insurance coverage, the date on which the Executive first becomes eligible for
life insurance coverage provided by such firm.
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         Section 2.3.     Outplacement Counseling.  If the Executive incurs a
Qualifying Termination, the Company shall make available to the Executive, at
the Company's expense, outplacement counseling that is at least equivalent to
the outplacement counseling that the Company provided to its terminated senior
executives during 1995.   Subject to the foregoing, the Executive may select
the organization that will provide the outplacement counseling; provided, that
this sentence shall not require the Company to provide the Executive with
outplacement counseling that is  more costly to the Company than the
outplacement counseling that this Section 2.3 otherwise requires the Company to
provide to the Executive.

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

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

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

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

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

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

         Section 2.6.     Nonduplication.

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



         Section 2.7.     Prior Agreement.  This Agreement supersedes any prior
Executive Severance Agreement entered into between the Company and the
Executive ("Prior Agreement"). On and after the date of this Agreement, such
Prior Agreement shall have no force or effect.
<PAGE>   7

                                  ARTICLE III

                    EFFECT ON HUMAN RESOURCES POLICY 104


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

                                   ARTICLE IV

                                  TAX MATTERS

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

                                   ARTICLE V

                               COLLATERAL MATTERS

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

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

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

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

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


                                   ARTICLE VI

                               GENERAL PROVISIONS

         Section 6.1.     Term of Agreement.  This Agreement shall become
effective on the date hereof and shall continue in effect until the earliest of
(a) July 1, 1999, if no Change in Control has occurred before that date; (b)
the termination of the Executive's employment with the Company for any reason
prior to a Change in Control; (c) the Company's termination of the Executive's
employment for Cause, or the Executive's resignation for other than Good
<PAGE>   8
Reason, following a Change in Control and the Company's and the Executive's
fulfillment of all of their obligations hereunder; and (d) the expiration
following a Change in Control of two years and six months and the fulfillment
by the Company and the Executive of all of their obligations hereunder.
Notwithstanding the foregoing, commencing on July 1, 1999, and on July 1 of
each year thereafter, the expiration date prescribed by clause (a) of the
preceding sentence shall automatically be extended for an additional year
unless, not later than December 31 of the immediately preceding year, one of
the parties hereto shall  have given notice to the other party hereto that it
(or he) does not wish to extend the term of this Agreement.  Furthermore,
nothing in this Article VI shall cause this Agreement to terminate before both
the Company and the Executive have fulfilled all of their obligations
hereunder.

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

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

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

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

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

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

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

         Section 6.9.     Waivers.  No waiver of any provision of this
Agreement shall be valid unless approved in writing by the party giving such
waiver.  No waiver of a breach under any provision of this Agreement shall be
deemed to be a waiver of such provision or any other provision of this
Agreement or any subsequent breach.  No failure on the part of either the
Company or the Executive to exercise, and no delay in exercising, any right or
remedy
<PAGE>   9
conferred by law or this Agreement shall operate as a waiver of such right or
remedy, and no exercise or waiver, in whole or in part, of any right or remedy
conferred by law or herein shall operate as a waiver of any other right or
remedy.

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

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

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

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

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




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


                                              GTE SERVICE CORPORATION
                                   
                                   
                                              By:   J. Randall MacDonald  
                                                    ----------------------
                                                     J. Randall MacDonald
                                                     Senior VP-Human Resources
                                                     and Administration
                                    
                                    
                                              By:   Marianne Drost        
                                                    ----------------------
                                                     Marianne Drost
                                                     VP and Associate General
                                                     Counsel-Finance & Corporate
                                                     Secretary