EXHIBIT 10.48














                   VERIZON ENTERPRISES MANAGEMENT PENSION PLAN


                             AS AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 2002





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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
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                               TABLE OF CONTENTS

ARTICLE I -- Introduction......................................................1

   1.1      HISTORY OF PLAN....................................................1
   1.2      EFFECT OF RESTATEMENT..............................................1
   1.3      EFFECT ON PRIOR ACTIONS AND ELECTIONS..............................2
   1.4      INCORPORATION OF TRUST AGREEMENT...................................2
   1.5      SCHEDULES TO PLAN..................................................2

ARTICLE II -- Definitions......................................................3

ARTICLE III -- Participation..................................................24

   3.1      GENERAL RULE......................................................24
   3.2      PARTICIPATION REQUIRED FOR PENSION................................24

ARTICLE IV-A -- Computation of Vesting Service, Net Credited Service,
and Pension Accrual Service (for other than Excluded Employees)...............25

   4A.1     VESTING SERVICE...................................................25
   4A.2     NET CREDITED SERVICE..............................................26
   4A.3     PENSION ACCRUAL SERVICE...........................................27
   4A.4     ACCREDITED SERVICE................................................28
   4A.5     SPECIAL RULES.....................................................28

ARTICLE IV -- Computation of Vesting Service and Accredited Service
(for Excluded Employees)......................................................30

   4.1      PRE-2002 VESTING SERVICE..........................................30
   4.2      POST-2001 VESTING SERVICE.........................................30
   4.3      BREAK IN VESTING SERVICE..........................................31
   4.4      REEMPLOYMENT AFTER BREAK IN VESTING SERVICE.......................31
   4.5      PRE-2002 ACCREDITED SERVICE.......................................31
   4.6      POST-2001 ACCREDITED SERVICE......................................31
   4.7      BREAK IN ACCREDITED SERVICE.......................................32
   4.8      REEMPLOYMENT AFTER BREAK IN ACCREDITED SERVICE....................32
   4.9      CALCULATION OF BENEFITS FOLLOWING BRIDGING OF ACCREDITED SERVICE..33
   4.10     SPECIAL VESTING FOR CERTAIN DIVESTITURES..........................33

ARTICLE V-A -- Eligibility for Pension (for other than Excluded Employees)....34

   5A.1     VESTED PENSION....................................................34
   5A.2     PRE-RETIREMENT DEATH BENEFITS.....................................35
   5A.3     POST-NRA DISTRIBUTION.............................................35
   5A.4     DISABILITY PENSION................................................36
   5A.5     ELIGIBILITY FOR RETIREE MEDICAL AND WELFARE BENEFITS..............36

ARTICLE V -- Eligibility for Pension (for Excluded Employees).................38

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   5.1      NORMAL RETIREMENT.................................................38
   5.2      REQUIRED RETIREMENT...............................................38
   5.3      EARLY RETIREMENT..................................................39
   5.4      DISABILITY RETIREMENT.............................................39
   5.5      DEFERRED VESTED PENSION...........................................40
   5.6      SPOUSE'S PENSION..................................................40
   5.7      POST-NRA DISTRIBUTION.............................................41

ARTICLE VI-A -- Computation of Pensions (for other than Excluded Employees)
and Form of Payment...........................................................43

   6A.1     PLAN BENEFIT FORMULAS.............................................43
   6A.2     VESTED PENSION AT PENSION COMMENCEMENT DATE.......................48
   6A.3     DISABILITY PENSION................................................50
   6A.4     PRE-RETIREMENT DEATH BENEFITS.....................................50
   6A.5     AUTOMATIC FORMS OF PAYMENT........................................54
   6A.6     OPTIONAL FORMS OF PAYMENT.........................................59
   6A.7     LIMITATIONS ON PENSIONS...........................................62
   6A.8     ELIGIBLE ROLLOVER DISTRIBUTIONS...................................64
   6A.9     INCREASES AFTER PENSION COMMENCEMENT DATE  DUE TO
            ADDITIONAL COMPENSATION...........................................65
   6A.10    NO OTHER ANCILLARY BENEFITS.......................................65
   6.A.11   MERGER OF PRODUCTS PLAN INTO PLAN AS OF NOVEMBER 30, 2001.........65
   6A.12    OPTION FOR CERTAIN PARTICIPANTS TERMINATING EMPLOYMENT IN 2001....66

ARTICLE VI -- Computation of Pensions (for Excluded Employees)................69

   6.1      SERVICE PENSION...................................................69
   6.2      DISABILITY PENSION................................................70
   6.3      DEFERRED VESTED PENSION...........................................70
   6.4      SPOUSE'S PENSION..................................................71
   6.5      LIMITATIONS ON PENSIONS...........................................73

ARTICLE VII -- Payment of Pensions and Conditions Related Thereto.............74

   7.1      ANNUITY FORMS OF PAYMENTS.........................................74
   7.2      PROHIBITION AGAINST ALIENATION OF BENEFITS........................74
   7.3      SUSPENSION OF BENEFITS AND CALCULATION OF BENEFITS AFTER
            REEMPLOYMENT......................................................75
   7.4      PROVISION OF NECESSARY INFORMATION................................80
   7.5      TRANSFER BETWEEN AFFILIATES.......................................80
   7.6      MANDATORY LUMP SUM DISTRIBUTION OF SMALL BENEFITS.................80
   7.7      MINIMUM DISTRIBUTIONS REQUIRED UNDER CODE SECTION 401(A)(9).......81
   7.8      EARLY COMMENCEMENT ELECTION.......................................83
   7.9      REQUIRED COMMENCEMENT.............................................83
   7.10     SETTLEMENT OF CLAIMS OR LITIGATION................................83

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ARTICLE VIII -- Funding.......................................................84

   8.1      ESTABLISHMENT OF PENSION FUND.....................................84
   8.2      TRUST AGREEMENT...................................................84
   8.3      INSURANCE ARRANGEMENTS............................................84
   8.4      CONTRIBUTIONS.....................................................84
   8.5      EXCLUSIVE BENEFIT.................................................84
   8.6      RETURN OF CONTRIBUTIONS...........................................84
   8.7      POST-RETIREMENT HEALTH BENEFITS...................................85

ARTICLE IX -- Fiduciary Responsibilities and Plan Administration..............88

   9.1      ALLOCATION OF FIDUCIARY RESPONSIBILITIES..........................88
   9.2      EMPLOYEE BENEFITS COMMITTEE.......................................88
   9.3      COMMITTEE ACTION BY MAJORITY VOTE.................................88
   9.4      PLAN ADMINISTRATOR................................................88
   9.5      COMMITTEE RELIANCE ON PROFESSIONAL ADVICE.........................89
   9.6      PLAN ADMINISTRATION EXPENSES......................................89
   9.7      RESPONSIBILITIES OF TRUSTEES......................................89
   9.8      INVESTMENT MANAGEMENT BY TRUSTEE..................................89
   9.9      ALLOCATION OF INVESTMENT MANAGEMENT RESPONSIBILITIES..............89
   9.10     APPOINTMENT AND REMOVAL OF INVESTMENT MANAGERS....................89
   9.11     ASCERTAINMENT OF PLAN FINANCIAL NEEDS.............................90
   9.12     DELEGATION OF COMPANY'S DUTIES....................................90
   9.13     BENEFIT CLAIM PROCEDURE...........................................90
   9.14     QDRO PROCEDURES...................................................91
   9.15     SERVICE IN MULTIPLE FIDUCIARY CAPACITIES..........................91
   9.16     ASSISTANCE FOLLOWING CHANGE IN CONTROL............................91

ARTICLE X -- Cosponsorship of Plan by Affiliates and Mergers
with Affiliate Plans..........................................................93

   10.1     COSPONSORSHIP OF PLAN BY AFFILIATES...............................93
   10.2     MERGER WITH PLAN OF AFFILIATE.....................................93

ARTICLE XI -- Duration and Amendment..........................................94

   11.1     RESERVATION OF RIGHT TO SUSPEND OR TERMINATE PLAN.................94
   11.2     RESERVATION OF RIGHT TO AMEND PLAN................................94
   11.3     TRANSACTIONS SUBJECT TO CODE SECTION 414(L).......................94

ARTICLE XI-A -- Change in Control Provisions..................................96

   11A.1    CHANGE IN CONTROL ON OR AFTER JANUARY 1, 2002.....................96
   11A.2    CHANGE IN CONTROL BEFORE JANUARY 1, 2002..........................99

ARTICLE XII -- Distribution of the Pension Fund Upon Termination of
            the Plan.........................................................100

   12.1     VESTING ON PLAN TERMINATION......................................100
   12.2     ALLOCATION OF ASSETS ON PLAN TERMINATION.........................100

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   12.3     PROVISION FOR PENSIONS AFTER PLAN TERMINATION....................102
   12.4     COMPUTATION OF PENSIONS AFTER PLAN TERMINATION...................102
   12.5     CONTINUED EMPLOYMENT NOT REQUIRED AFTER PLAN TERMINATION.........102
   12.6     DATA IN COMPANY RECORDS ON PLAN TERMINATION......................102
   12.7     SATISFACTION OF LIABILITIES ON PLAN TERMINATION..................102
   12.8     POST-1993 HIGH-25 DISTRIBUTION RESTRICTIONS......................103

ARTICLE XIII -- Interchange of Benefit Obligations...........................104

   13.1     INTERCHANGE AGREEMENT PERMITTED..................................104
   13.2     PLANS OF CANADIAN AFFILIATES.....................................105
   13.3     MANDATORY PORTABILITY............................................106

ARTICLE XIV -- General Provisions............................................109

   14.1     NO EMPLOYMENT RIGHTS CONFERRED...................................109
   14.2     INTEGRATION CLAUSE...............................................109
   14.3     INCAPACITY OF RECIPIENT..........................................109
   14.4     ERISA FIDUCIARY DUTIES...........................................109
   14.5     COMPLIANCE WITH STATE AND LOCAL LAW..............................109
   14.6     USAGE............................................................109
   14.7     TITLES AND HEADINGS..............................................109
   14.8     SEVERABILITY CLAUSE..............................................109
   14.9     CERTAIN MILITARY SERVICE.........................................110

ARTICLE XV -- Top-Heavy Requirements.........................................111

   15.1     IN GENERAL.......................................................111
   15.2     DEFINITIONS......................................................111
   15.3     DETERMINATION OF TOP-HEAVY RATIO.................................112
   15.4     TOP-HEAVY MINIMUM BENEFITS.......................................113
   15.5     TERMINATION OF TOP-HEAVY STATUS..................................114
   15.6     INTERPRETATION...................................................114

ARTICLE XVI -- 2001 Qualified Involuntary Separation Program.................115

   16.1     PURPOSE..........................................................115
   16.2     DEFINITIONS......................................................115
   16.3     TEMPORARY AND LIMITED APPLICATION OF THIS ARTICLE................118
   16.4     COMPUTATION OF THE PENSION UNDER THE ISEP........................118
   16.5     COMPUTATION OF PENSIONS GENERALLY................................120
   16.6     MISCELLANEOUS....................................................123

EXHIBIT A -- Actuarial Equivalence...........................................124

EXHIBIT B -- Schedule of Effective Dates.....................................130


SCHEDULE I -- SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES FORMERLY
EMPLOYED BY GTE SYLVANIA INCORPORATED OR OTHER EMPLOYER PARTICIPATING
IN THE GTE SYLVANIA PENSION PLAN FOR SALARY EMPLOYEES........................131


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SCHEDULE II -- SPECIAL PROVISIONS RELATING TO CERTAIN CONTEL EMPLOYEES.......139


SCHEDULE III -- SPECIAL PROVISIONS RELATING TO INDIVIDUALS WHO TRANSFER
EMPLOYMENT TO BALTIMORE TECHNOLOGIES PLC.....................................146


SCHEDULE IV -- SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES INVOLVED
WITH THE JUNE 28, 2000 INITIAL PUBLIC OFFERING OF GENUITY INC. OR ANY
AFFILIATE THEREOF............................................................147


SCHEDULE V -- SPECIAL PROVISIONS RELATING TO INDIVIDUALS WHO TRANSFER
EMPLOYMENT TO THE VERIZON WIRELESS JOINT VENTURE.............................149


SCHEDULE VI -- EXCLUSIONS OF BBN CORPORATION, BBN TECHNOLOGIES AND
RELATED EMPLOYEES............................................................150



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                                    ARTICLE I


INTRODUCTION

     1.1 History of Plan. This Plan shall be known as the "Verizon Enterprises
Management Pension Plan" effective with the merger of the Products Plan (defined
below) with and into the Enterprises Plan (defined below) immediately after the
close of business on November 30, 2001.

The Chesapeake Directory Sales Company established the Chesapeake Directory
Sales Company Pension Plan (the "Chesapeake Plan") effective January 1, 1989.
The Chesapeake Plan was converted effective December 31, 1995 to a cash balance
plan and renamed the "Chesapeake Directory Sales Company Cash Balance Plan" and
was renamed again on January 1, 2001 as "Verizon's Chesapeake Directory Sales
Company Cash Balance Plan." The Chesapeake Plan was amended and restated as of
the close of business on May 31, 2001 to reflect the merger with and into the
Chesapeake Plan of Verizon's Bell Atlantic Enterprises Cash Balance Plan and the
concurrent renaming of the Chesapeake Plan as "Verizon's Bell Atlantic
Enterprises Cash Balance Plan" (the "Enterprises Plan").

The Verizon GTE Products Corporation Plan for Employees' Pensions (the "Products
Plan") was established as of January 1, 1977, for the purpose of providing
retirement benefits for eligible employees and their beneficiaries. The Products
Plan was amended and restated effective as of August 7, 1987, principally to
incorporate provisions of the GTE benefits protection program designed to secure
certain benefit entitlements under the Products Plan in the event of a Change in
Control of GTE Corporation and, effective January 1, 1988, to incorporate
provisions required by the Omnibus Budget Reconciliation Act of 1986. The
Products Plan was amended and restated, effective January 1, 1989, to
incorporate miscellaneous intervening amendments to the Products Plan and to add
provisions required by the Tax Reform Act of 1986 and other related legislation,
and was subsequently amended from time to time to reflect changes to benefit
entitlements and to comply with changes in applicable law.

The Products Plan was merged with and into the Enterprises Plan immediately
after the close of business on November 30, 2001 and the surviving plan was
named the "Verizon Enterprises Management Pension Plan" (the "Plan"). The Plan
as amended and restated herein, effective January 1, 2002, (i) incorporates
provisions required by the Uruguay Round Agreements Act, the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, the Internal Revenue
Service Restructuring and Reform Act of 1998, and the Community Renewal Tax
Relief Act of 2000, and related guidance, (ii) reflects the merger of the
Products Plan into the Enterprises Plan immediately after the close of business
on November 30, 2001, and (iii) incorporates the provisions of the new pension
formula effective January 1, 2002.

     1.2 Effect of Restatement. The right to a Pension, if any, of an Employee
who terminates his employment with the Affiliates on or after January 1, 2002,
shall be determined by the terms of the Plan (or, if appropriate, any plan
merged into the Plan) in effect on the date of his termination of employment;
provided that in no event shall the adoption of this amendment and restatement
of the Plan cause any participant's benefits under the Plan that are accrued or
treated as accrued under section 411(d)(6) of the Code to be less than such
benefits immediately before the adoption of this amendment and restatement; and
provided further that


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those provisions of the Plan (or, if appropriate, any plan merged into the Plan)
that are effective as of a date before January 1, 2002, and that were not
otherwise in effect under the Plan (or, if appropriate, any Plan merged into the
Plan) before the Plan's amendment and restatement by this instrument shall
nonetheless be applied to determine the right to a Pension of an Employee who
terminates his employment with the Affiliates on or after the effective date of
such provision; and provided further that the change in control provisions in
effect under the Products Plan as of the change in control that occurred on May
18, 1999 shall continue to apply through May 18, 2004 with respect to
individuals who were participants or beneficiaries in the Products Plan on May
18, 1999. The provisions of this restated Plan that are required to comply with
the requirements of applicable law referred to in clause (i) in the last
sentence of Section 1.1 shall apply to amend the provisions of any plan that has
previously been merged into the Plan including, but not limited to, Verizon's
Bell Atlantic Enterprises Cash Balance Plan and the Verizon GTE Products
Corporation Plan for Employees' Pensions.

     1.3 Effect on Prior Actions and Elections. Unless it is inconsistent with
the terms of the Plan, any action taken or election made by the Committee or by
an Employee, former or Retired Employee, or Beneficiary under the Plan (or, if
appropriate, any plan merged into the Plan) before the Plan's amendment and
restatement by this instrument shall be regarded as having been taken or made
under the Plan as amended and restated and as in effect hereunder unless and
until changed in accordance with the terms of the Plan.

     1.4 Incorporation of Trust Agreement. The Trust Agreement established under
the Plan shall be incorporated into, and made a part of, the Plan in accordance
with Section 8.2.

     1.5 Schedules to Plan. The provisions of the main text of this Plan, as
they relate to the employees of a cosponsor of the Plan, or a category or
categories of employees of any cosponsor of the Plan, may be varied by special
provisions stated in one or more Schedules attached to the Plan. Any such
Schedules are part of the Plan.


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                                   ARTICLE II


DEFINITIONS

     When used in capitalized form in this Plan, the following terms shall have
the following meanings, unless the context clearly requires a different meaning:

          "Accredited Service" means the period of employment taken into account
     as Accredited Service under Article IV or Article IV-A, as appropriate.

          "Accrued Benefit" means:

               (a) For an Excluded Employee, on any given date, the pension
          (whether or not vested) that would be payable to the Employee in the
          form of a single life annuity commencing as of the first day of the
          month next following his Normal Retirement Date in accordance with
          Section 6.1, based on his Accredited Service and Average Annual
          Compensation as of the date as of which his Accrued Benefit is
          determined.

               (b) The Accrued Benefit of a Prior Plan participant who does not
          complete a Paid Hour of Service on or after January 1, 2002 shall be
          determined as described in Section 6A.11.

               (c) For an Employee who completes a Paid Hour of Service on or
          after January 1, 2002 (other than an Excluded Employee), on any given
          date, the pension (whether vested or not vested) that would be payable
          to the Employee in the form of a single life annuity commencing as of
          his Pension Commencement Date, determined in accordance with Section
          6A.2 as if such date is his Pension Commencement Date, based on his
          Cash Balance Account, Accredited Service, Average Annual Compensation,
          Pension Accrual Service and/or Net Monthly Compensation, as
          appropriate, as of such date.

          "ADEA" means the Age Discrimination in Employment Act of 1967, as
     amended and in effect from time to time.

          "Affiliate" means:

               (a) the Company;

               (b) any other corporation that is a member of a controlled group
          of corporations (as defined in section 1563(a) of the Code, without
          regard to section 1563(a)(4) and (e)(3)(C) of the Code) of which the
          Company is also a member;

               (c) any unincorporated business under common control with the
          Company, as determined under section 414(c) of the Code and, to the
          extent not inconsistent therewith, under such rules as may be adopted
          by the Board;

               (d) for periods after December 31, 1981, a member of any
          affiliated service group that includes the Company, as determined
          under section 414(m) of the Code; or


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               (e) for periods after December 31, 1983, except to the extent
          otherwise provided in Treasury Regulations, a leasing organization
          with respect to the periods of service performed by any individual who
          is a leased employee (within the meaning of section 414(n) of the
          Code) with respect to an Affiliate (determined without regard to this
          subsection (e)) or any related person (within the meaning of section
          144(a)(3) of the Code).

     A corporation, unincorporated business, or other organization shall qualify
     as an Affiliate only with respect to the period during which it satisfies
     one or more of the applicable descriptions in subsections (a) through (e),
     above. Except as otherwise specifically provided in the Plan, the
     employment of an individual with an Affiliate for purposes of the Plan
     shall not include any period with respect to which the corporation,
     unincorporated business, or other organization constituting the Affiliate
     fails to satisfy one or more of the applicable descriptions in subsections
     (a) through (e), above, and an individual's employment with an Affiliate
     shall be considered terminated for purposes of the Plan no later than the
     date on which the corporation, unincorporated business, or other
     organization constituting the Affiliate ceases to satisfy any of the
     applicable descriptions in subsections (a) through (e), above. Subsections
     (d) and (e), above, shall apply solely for purposes of determining an
     individual's eligibility for participation and his Vesting Service, and
     shall not apply for any other purpose under the Plan, including, without
     limitation, for purposes of determining his Accredited Service, Net
     Credited Service or Pension Accrual Service.

          "Age 65 Normal Retirement Date" means, for any participant, the last
     day of the month in which he attains age 65, except that, in the case of a
     participant who was not employed by the Affiliates on or before the last
     day of the month during which he attained age 60, "Age 65 Normal Retirement
     Date" means the last day of the month in which occurs the fifth anniversary
     of the date as of which his participation in the Plan commenced or the last
     day of the month in which the participant completes five (5) years of
     Vesting Service, if earlier. Notwithstanding the above, for a former
     Enterprises Plan participant or a participant for whom assets and
     liabilities for benefits have been transferred to the Plan from another
     qualified plan (as a result of a transfer for the individual participant or
     a merger of such other plan into the Plan), "Age 65 Normal Retirement Date"
     shall not be later than the last day of the month in which the participant
     would have attained normal retirement age under such other plan.

          "Annual Compensation Limit" means the annual compensation limit
     determined under section 401(a)(17) of the Code. Compliance with the Annual
     Compensation Limit shall be determined in accordance with the following
     rules:

               (a) For purposes of determining benefit accruals of an Employee
          under the Plan for any Plan Year beginning after December 31, 2001,
          the Annual Compensation Limit for calendar year 2002 and all prior
          calendar years shall be $200,000, and the Annual Compensation Limit
          for each calendar year after 2002 shall be determined in accordance
          with section 401(a)(17)(B) of the Code.

               (b) For purposes of this definition, the benefit accruals of an
          Employee shall consist of accruals of (i) any benefit accrued or
          treated as accrued under section 411(d)(6) of the Code, and (ii) any
          ancillary benefit provided under the

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          Plan. In addition, the accrued benefit of an Employee shall consist of
          all benefits accrued or treated as accrued under section 411(d)(6) of
          the Code.

               (c) Notwithstanding anything in subsections (a) and (b), above,
          to the contrary, with respect to benefits accrued under a Prior Plan
          before January 1, 2002, the Annual Compliance Limit shall be applied
          as provided by the terms of such Prior Plan as in effect on the
          relevant date.

          "Article" means an article of this Plan.

          "Authorized Individual" means the Executive Vice President - Human
     Resources and Administration of Verizon Corporate Services Group Inc. or
     Verizon, or a direct report of either who is responsible for employee
     benefit plan design or administration.

          "Average Annual Compensation" means:

               (a) for an Excluded Employee, twelve (12) times the average of an
          Employee's Monthly Compensation over the sixty (60) consecutive
          calendar months during which the average of his Monthly Compensation
          is the highest. For this purpose, calendar months during which the
          Employee is not employed by a Control Group Affiliate shall be
          ignored. If an Employee has been employed by the Control Group
          Affiliates for less than sixty (60) calendar months, his Average
          Annual Compensation shall be determined over such lesser period of
          employment; or

               (b) for a participant other than an Excluded Employee who
          completes a Paid Hour of Service on or after January 1, 2002, twelve
          (12) times the average of an Employee's Monthly Compensation over the
          sixty (60) consecutive calendar months during which the average of his
          Monthly Compensation is the highest. For this purpose, calendar months
          during which the Employee is not credited with Monthly Compensation,
          including calendar months during a Period of Severance, shall be
          ignored and calendar months of Monthly Compensation before and after
          such months shall be treated as consecutive. If an Employee has been
          credited with Monthly Compensation for less than sixty (60) calendar
          months, his Average Annual Compensation shall be determined over such
          lesser period of employment.

          "Bell Atlantic Company" means Bell Atlantic Corporation as it existed
     before June 30, 2000, and any company which, at the time the Employee
     rendered service to such company, was an affiliated company that was then
     directly or indirectly 80% to 100% owned by Bell Atlantic Corporation (or
     its predecessor corporations), determining "affiliated companies" in
     accordance with sections 414(b), (c), (m) or (o) of the Code.

          "Beneficiary" means any individual designated or deemed designated by
     an Employee or former Employee, in accordance with Section 6.4, 6A.4, 6A.5
     or 6A.6, to receive a benefit under the Plan after the Employee's or former
     Employee's death.

          "Board" means the Board of Directors of the Company.


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          "Cash Balance Account" means a recordkeeping account, maintained for
     an Employee, for the purpose of tracking the Employee's benefit accrued
     under the Plan's cash balance formula described in Section 6A.1(a),
     attributable to the Employee's opening balance, any Pay Credits and/or
     Interest Credits that may be credited under the Plan, and any cash balance
     account that may have been transferred from a plan maintained by an
     Affiliate pursuant to Section 13.1 or from an Interchange Company Pension
     Plan pursuant to Section 13.3.

          "Code" means the Internal Revenue Code of 1986, as amended and in
     effect from time to time.

          "Committee" or "Employee Benefits Committee" or "Verizon Employee
     Benefits Committee" means the committee appointed pursuant to Article IX.

          "Company" means Chesapeake Directory Sales Company or any successor
     thereto. Except for purposes of the definitions of "Board" and "Controlled
     Group Affiliate," exercising the power to amend the Plan, and exercising
     the power to designate a cosponsor under Section 10.1, the term "Company"
     also means an Affiliate that cosponsors the Plan.

          "Control Group Affiliate" means the Company and any other corporation
     that is a member of a controlled group of corporations (as defined in
     section 1563(a) of the Code, without regard to section 1563(a)(4) and
     (e)(3)(C) of the Code) of which the Company is also a member, but only with
     respect to the period during which such other corporation is a member of
     such controlled group of corporations. Except as otherwise specifically
     provided in the Plan, the employment of an individual with a Control Group
     Affiliate for purposes of the Plan shall not include any period with
     respect to which the corporation constituting the Control Group Affiliate
     is not a member of the controlled group of corporations described in the
     preceding sentence, and an individual's employment with a Control Group
     Affiliate shall be considered terminated for purposes of the Plan no later
     than the date on which the corporation constituting the Control Group
     Affiliate ceases to be a member of the controlled group of corporations
     described in the preceding sentence.

          "Customary Work Year" means:

               (a) in the case of the Company, the lesser of (i) 2080 hours or
          (ii) the standard number of hours worked in any calendar year by
          full-time Employees comparably situated in the Company according to
          written statements of Company policy in effect from time to time, and

               (b) in the case of an Affiliate (other than the Company) or any
          other employer, the lesser of (i) the number of hours required for a
          year of service under any Other Pension Plan sponsored by such
          Affiliate or employer, or (ii) the standard number of hours worked in
          any calendar year by full-time employees comparably situated according
          to written statements of such Affiliate's or employer's policy in
          effect from time to time.

          "Deferred Vested Pension" means the payments under the Plan to an
     Employee who is eligible by reason of age and Vesting Service, pursuant to
     Section 5.5 and Section 6.3.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                          Page 6
<PAGE>


          "Disability Pension" means the payments under the Plan, by reason of
     Disability, to a Retired Employee pursuant to Section 5.4 and Section 6.2
     or pursuant to Section 5A.4 and Section 6A.3.

          "Disabled" or "Disability" means the total disability of an Employee
     with respect to which the Employee is eligible to receive benefits under
     the LTD Plan or would be eligible to receive benefits under the LTD Plan if
     the Employee had been participating in the LTD Plan.

          "Distribution-Eligible Employee" means an individual (a) who, as of
     December 31, 1999, is an Employee actively participating in the Products
     Plan and has attained Normal Retirement Age, and (b) who has not terminated
     employment with the Affiliates, excluding (i) any Employee whose employment
     was or will be transferred from a cosponsor of the Products Plan to either
     General Dynamics Corporation or an affiliate thereof or DynCorp or an
     affiliate thereof pursuant to either the Stock Purchase Agreement dated as
     of June 21, 1999 between Contel Federal Systems, Inc. and General Dynamics
     Corporation or the Purchase Agreement dated as of October 29, 1999 between
     Contel Federal Systems, Inc. and DynCorp, (ii) any Employee at a property
     that is to be divested as part of the GTE Corporation's Network
     Repositioning program, (iii) the Chairman and Chief Executive Officer of
     GTE Corporation, and (iv) the President of GTE Corporation.

          "Early Retirement Date" means any date before his Normal Retirement
     Date on which an Employee eligible for the provisions of Article V actually
     Retires or is Retired pursuant to Section 5.3.

          "Employee" means any individual determined by the Company to be
     employed in an employer-employee relationship by the Company as a salaried
     regular full-time or regular part-time employee, whether such employee is
     then in active service, or is absent from active service by reason of
     vacation, sickness, short term disability, leave of absence, or the like,
     or whose Vesting Service, Net Credited Service and Pension Accrual Service
     have continued to accrue in accordance with Sections 4A.1(d), 4A.2(d) and
     4A.3(e). "Employee" shall also mean (I) any individual employed in an
     employer-employee relationship by the Company in an hourly-rated position
     in a unit or division of the Company whose hourly-rated employees are
     specifically authorized by the Company to participate in the Plan pursuant
     to a collective bargaining agreement or otherwise or (II) a represented
     employee who has been temporarily promoted to a regular salaried position
     with the Company and has remained in that position for at least one year.
     Notwithstanding anything stated previously, an individual shall not be an
     Employee if he or she is:

               (a) an employee with the status of "Term Employee" (as that term
          is defined under the human resources guidelines of the Company);

               (b) a "leased employee" within the meaning of section 414(n) or
          414(o) of the Code;

               (c) an individual employed in a division or unit designated by
          the Company to be a non-participating division or unit on the basis of
          uniform and non-discriminatory rules;

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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                          Page 7
<PAGE>


               (d) a represented employee who is included in a unit of employees
          of the Company covered by a collective bargaining agreement that does
          not provide for participation in the Plan;

               (e) a represented employee who has been temporarily promoted to a
          regular salaried position with the Company and has remained in that
          position for less than one year;

               (f) an individual who is retained by the Company pursuant to a
          contract or agreement that specifies that the individual is not
          eligible to participate in the Plan;

               (g) an individual whose basic compensation for services rendered
          on behalf of the Company is not paid directly by the Company;

               (h) a nonresident alien who receives no earned income (within the
          meaning of section 911(d)(2) of the Code) from an Affiliate which
          constitutes income from sources within the United States (within the
          meaning of section 861(a)(3) of the Code) and, for a Former Bell
          Atlantic Employee, who was not covered by a predecessor plan on
          September 30, 1980; provided, however, that this provision shall not
          result in the exclusion from Employee status of any individual
          described in this subsection (h) who is an employee actively
          participating in the Products Plan immediately before January 1, 2002,
          unless and until the individual loses Employee status based on a
          provision of the Plan other than this subsection (h); or

               (i) an individual who is not classified as a common-law employee
          by the Company, as evidenced by payroll records or a written agreement
          with the individual, regardless of any subsequent reclassification of
          such individual as a "common-law" employee of the Company by the
          Company, any governmental agency, or any court, provided that, if such
          an individual is later classified as a common-law employee by the
          Company, any governmental agency, or any court, such individual shall
          be treated as an Employee prospectively (and not retroactively) from
          the date of such reclassification.

          "Employment Commencement Date" means the date on which an employee is
     first entitled to be credited with a Paid Hour of Service.

          "Enrolled Actuary" means an actuary who is enrolled in accordance with
     ERISA.

          "Enterprises Plan " means Verizon's Bell Atlantic Enterprises Cash
     Balance Plan as in effect on November 30, 2001, and as extended through
     December 31, 2001 pursuant to Section 6A.11.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended and in effect from time to time.

          "Excluded Employee" means a participant who is an Employee on or after
     January 1, 2002 but whose benefits are determined under the provisions of
     Articles IV,

-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                          Page 8
<PAGE>

     V and VI. Excluded Employees include (i) employees of international
     subsidiaries of the Company, and (ii) any group of Employees advised by the
     Plan administrator or the Human Resources department of the Company or
     Verizon before January 1, 2002 that the new pension formula effective in
     January 2002 will not apply to them.

          "Exhibit" means an exhibit appearing at the end of this Plan.

          "Former Bell Atlantic Employee" means an Employee who has a period of
     service before January 1, 2002 with a Bell Atlantic Company.

          "Former GTE Employee" means an Employee who has a period of service
     before January 1, 2002 with a GTE Company.

          "GTE Benefits Programs" means the plans, programs, policies, or
     contracts designated on Schedule 1 to the GTE Benefits Protection Trust as
     in effect on the earlier of the day before the Change in Control under
     Article XI-A occurred or the last day on which the GTE Benefits Protection
     Trust was in effect, provided that if the GTE Benefits Protection Trust is
     not established before the occurrence of the Change in Control under
     Article XI-A, "GTE Benefits Programs" shall mean the plans, programs,
     policies, and contracts listed on Schedule 1 to the draft of the GTE
     Benefits Protection Trust presented to and approved by the Board of
     Directors of GTE Corporation on August 6, 1987.

          "GTE Benefits Protection Trust" means the GTE Service Corporation
     Benefits Protection Trust established, as of September 15, 1987, as a
     grantor trust under a trust agreement by and between GTE Service
     Corporation (Verizon Corporate Services Group Inc. effective December 11,
     2001) and the trustee thereunder, as amended and in effect from time to
     time, for the purpose of ensuring that employees and former employees (and
     their beneficiaries) of Original Verizon Entities who are participants or
     beneficiaries under one or more of the GTE Benefits Programs will receive
     the benefits to which they are entitled thereunder.

          "GTE Company" means GTE Corporation as it existed before June 30,
     2000, and any company which, at the time the Employee rendered service to
     the company, was an affiliated company that was then directly or indirectly
     80% to 100% owned by GTE Corporation (or its predecessor corporations),
     determining "affiliated companies" in accordance with sections 414(b), (c),
     (m) or (o) of the Code.

          "Hour of Service" means with respect to an employee (including a
     leased employee within the meaning of section 414(n) of the Code):

               (a) each hour for which an employee is directly or indirectly
          paid or entitled to payment by an Affiliate for the performance of
          duties (such hours to be credited to the employee for the computation
          period or periods in which the duties are performed);

               (b) each hour for which the employee is directly or indirectly
          paid or entitled to payment by an Affiliate for reasons other than the
          performance of duties; and

-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                          Page 9
<PAGE>

               (c) each hour for which back pay to the employee, irrespective of
          mitigation of damages, has been either awarded or agreed to by an
          Affiliate.

     Hours credited in accordance with subsections (b) and (c), above, shall be
     credited in accordance with 29 C.F.R. ss. 2530.200b-2(b) & (c), as amended.

     An Employee also shall be credited with one Hour of Service for each hour
     of excused absence time which has been approved for Vesting Service and
     Accredited Service purposes in accordance with Company policy in effect
     from time to time (within the meaning of Sections 4.2(a) and 4.6(a),
     respectively).

          "Interchange Agreement" means the Mandatory Portability Agreement,
     made as of January 1, 1985 among NYNEX Corporation, Bell Atlantic
     Corporation, AT&T and one or more other companies pursuant to P.L. 98-369,
     Section 559, or any similar agreement that provides for the portability of
     benefits with respect to certain former Employees or Employees who are or
     were employed by an Interchange Company.

          "Interchange Company" means a company that is a party to an
     Interchange Agreement, but only so long as such Interchange Agreement is in
     force and effect. Any Company or other Affiliate that was not an
     Interchange Company prior to December 1, 2001 shall not become an
     Interchange Company solely due to the merger of the Products Plan with and
     into the Enterprises Plan on November 30, 2001.

          "Interchange Company Pension Plan" means a defined benefit pension
     plan, maintained by an Interchange Company, that is qualified under section
     401(a) of the Code, other than the Plan or any other plan of an Affiliate.

          "Interest Credits" means dollar credits, based on the Interest Credit
     Percentage, that may be credited on a monthly basis to a Participant's Cash
     Balance Account pursuant to Section 6A.1(a)(iii).

          "Interest Credit Percentage" means, for a given month beginning on or
     after January 1, 2002, one-twelfth of the lesser of:

               (a) one (1) percentage point plus the average annual yield on
          U.S. Treasury debt securities with a constant maturity of one year (as
          published in Federal Reserve Statistical Release H.15) for the second
          month preceding the first day of the calendar quarter in which the
          given month occurs; or

               (b) the "applicable interest rate" within the meaning of section
          417(e)(3)(A)(ii)(II) of the Code for the second month preceding the
          first day of the calendar quarter in which the given month occurs.

          "Joint-Survivor Pension" means the joint and survivor annuity form of
     payment described in Section 6A.6(a).

          "LTD Plan" means the Long-Term Disability Income Protection Plan
     adopted by the Company (but not the long-term disability plan maintained by
     Bell Atlantic Corporation as of December 31, 2001, under which a Former
     Bell Atlantic Employee has elected to remain covered).

-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 10
<PAGE>


          "Monthly Compensation" means:

               (a) Monthly Compensation For Excluded Employees. For purposes of
          determining Average Annual Compensation as of a date on or after
          January 1, 2002 for an Excluded Employee, an Employee's monthly base
          rate of compensation for a calendar month determined in accordance
          with the following rules:

                    (i) If there is more than one monthly base rate of
               compensation in effect with respect to an Employee for a calendar
               month, the Employee's Monthly Compensation for the calendar month
               shall be the highest such monthly base rate of compensation.

                    (ii) Only compensation for services rendered as an employee
               of a Control Group Affiliate shall be taken into account as
               Monthly Compensation. During periods when an Employee is
               scheduled to perform services on less than a full-time basis, the
               Employee's monthly base rate of compensation shall be reduced to
               reflect his reduced working schedule.

                    (iii) Monthly Compensation shall include any amount that
               would qualify as such but for the Employee's agreement to defer
               or forego receipt thereof pursuant to a qualified cash or
               deferred arrangement described in section 401(k) of the Code or a
               cafeteria plan described in section 125 of the Code. Effective
               October 1, 2001, or the first payroll period beginning
               thereafter, Monthly Compensation shall include pre-tax
               contributions relating to "qualified transportation fringe"
               benefits under section 132(f)(4) of the Code.

                    (iv) For calendar years after 1987, Monthly Compensation (A)
               shall include (I) foreign service premium paid as an incentive to
               accept a foreign assignment, (II) payments made under the
               Performance Rewards Program and similar team-oriented short-term
               incentives that are specifically included by the Committee from
               time to time, and (III) commissions and bonuses on account of
               sales when received by an Employee pursuant to a written
               commitment of his employer, but (B) shall not include any (I)
               Executive Incentive Plan (EIP) payment, (II) Unit Incentive Plan
               (UIP) payment, (III) Distinguished Service Award payment, (IV)
               overtime, (V) differentials, (VI) premiums, and (VII) other
               similar types of payment. Monthly Compensation for years
               beginning on and after January 1, 1995, shall include temporary
               job reclassification pay adjustments that are paid to the
               Employee for a period of at least 90 consecutive calendar days.
               Monthly Compensation for years beginning on and after January 1,
               1995, shall include the amount of any single sum merit payment
               made to an Employee in lieu of an annual salary increase for such
               year. Monthly Compensation also shall include Executive Incentive
               Plan (EIP) awards when earned, Management Incentive Plan (MIP)
               awards when paid, International Team Incentive Program (ITIP)
               awards when paid, and GTE Investment Management Corporation
               Incentive Plan awards when

-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 11
<PAGE>


               paid; provided that, to the extent an Executive Incentive Plan
               (EIP) award is awarded on other than a monthly basis, it shall be
               attributed to Monthly Compensation ratably over the period for
               which it is awarded, and the Employee's 2000 EIP payment shall be
               credited ratably over 2000 and at the rate of 1/12 of such
               payment per month of employment in 2001.

                    (v) For calendar years before 1988, Monthly Compensation (A)
               shall include (I) foreign service premium paid as an incentive to
               accept a foreign assignment and (II) commissions and bonuses on
               account of sales when received by an Employee pursuant to a
               written commitment of his employer, but (B) shall not include (I)
               overtime, (II) differentials, (III) premiums, and (IV) other
               similar types of payment.

                    (vi) In addition to other applicable limitations that may be
               set forth in the Plan and notwithstanding any other contrary
               provision of the Plan, the sum of the Monthly Compensation taken
               into account with respect to an Employee for the twelve calendar
               months in a determination year shall not exceed the Annual
               Compensation Limit in effect with respect to the Employee for the
               calendar year in which the determination year begins. If the sum
               of the Monthly Compensation with respect to an Employee for a
               determination year would otherwise exceed such Annual
               Compensation Limit, the Monthly Compensation for each calendar
               month in the determination year shall be reduced, beginning with
               the calendar month in which the Employee has the greatest Monthly
               Compensation, until such Annual Compensation Limit is no longer
               exceeded. For purposes of this paragraph, the determination years
               with respect to an Employee shall consist of the consecutive
               twelve-calendar-month periods that end with the calendar month in
               which the Employee's employment with the Affiliates terminates.

          (b) Monthly Compensation After 2001. For purposes of determining
     Average Annual Compensation, Pay Credits or Net Monthly Compensation as of
     a date on or after January 1, 2002 for an Employee other than an Excluded
     Employee, an Employee's monthly base rate of compensation and other
     compensation for a calendar month determined in accordance with the
     following rules:

               (i) Credit for Compensation Before 2002. For purposes of
          determining Average Annual Compensation, an Employee's Monthly
          Compensation for calendar months beginning before January 1, 2002 will
          equal the Employee's compensation for pension accrual purposes
          determined as described in (A) the applicable Prior Plan, or (B) any
          plan of the Company or another Affiliate or any Interchange Company
          Pension Plan from which benefit assets and liabilities have been
          transferred for the Employee, in which the Employee was then an active
          participant; provided, however, that compensation received by the
          Employee from a Bell Atlantic Company before 1996 shall not be taken
          into account and compensation for any period of participation in a
          plan that does not define compensation for pension accrual purposes
-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 12
<PAGE>


          shall be determined by applying the definition of Monthly Compensation
          in effect under the Products Plan during such period to the Employee's
          compensation from the Company, Affiliate or Interchange Company by
          which he was then employed.

               (ii) Credit for Compensation After 2001. An Employee's Monthly
          Compensation for calendar months beginning on or after January 1, 2002
          shall be determined as follows:

                    (A) Determining Monthly Base Rate. An Employee's monthly
               base rate of compensation for a calendar month shall be included
               in his Monthly Compensation for that month. If there is more than
               one monthly base rate of compensation in effect with respect to
               an Employee for a calendar month, the Employee's Monthly
               Compensation for the calendar month shall include only the
               highest such monthly base rate of compensation.

                    (B) Compensation as an Employee. Only compensation for
               services rendered as an Employee shall be taken into account as
               Monthly Compensation for purposes of determining the Employee's
               Pay Credits, Average Annual Compensation or Net Monthly
               Compensation; provided, however, that:

                         (I) an Employee's compensation from the Company or
                    another Affiliate or from an Interchange Company earned for
                    service other than as an Employee, during which he accrued
                    pension benefits under a plan maintained by such Company or
                    Affiliate or under an Interchange Company Pension Plan the
                    assets and liabilities for which have been transferred to
                    the Plan, shall be taken into account in determining the
                    Employee's Monthly Compensation for purposes of calculating
                    his Average Annual Compensation to the extent such
                    compensation was included in the definition of
                    "compensation" applied under such other plan to determine
                    the Employee's transferred benefit; provided, however, that
                    compensation for any period of participation in a plan that
                    does not define compensation for pension accrual purposes
                    shall be determined by applying the definition of Monthly
                    Compensation in effect under the Plan during such period to
                    the Employee's compensation from the Company, Affiliate or
                    Interchange Company by which he was then employed; and

                         (II) for a Former GTE Employee, compensation for
                    service rendered as an employee of a Control Group Affiliate
                    that occurs after December 31, 2001 and before June 1, 2004
                    and after his status as an Employee ends shall be taken into
                    account in determining the Employee's Monthly Compensation
                    for purposes of calculating his Average Annual Compensation,
                    to the extent not otherwise credited under this definition.
-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 13
<PAGE>


                    (C) Compensation for Part-Time Employment. For a calendar
               month in which an Employee is scheduled to perform on a part-time
               basis for the entire month, the Employee's actual base
               compensation shall be included in Monthly Compensation instead of
               the amount described in paragraph (A).

                    (D) Base Rate for Less than Full Month. A full-time
               Employee's monthly base rate of compensation shall not be
               prorated for periods of employment of less than a full calendar
               month.

                    (E) Imputing Compensation During Disability. An individual
               who becomes disabled while an Employee and qualifies for and
               begins to receive benefits under the LTD Plan shall be deemed to
               receive Monthly Compensation, for the period commencing on the
               date of the onset of disability and ending on the date benefits
               under the LTD Plan cease (or his Pension Commencement Date, if
               earlier), equal to the Employee's monthly base rate of
               compensation in effect immediately before such period; provided,
               however, that for an Employee whose compensation is based on
               commissions, the monthly base rate of compensation for this
               purpose shall be increased by the monthly average of the
               Employee's commissions for the 12 months immediately preceding
               such period.

                    (F) Imputing Compensation During Non-Disability Absences. An
               Employee who is credited with Pension Accrual Service for a
               period of unpaid absence from employment with the Company shall
               be deemed to receive Monthly Compensation, for the period of
               absence for which he is credited with Pension Accrual Service,
               equal to the Employee's monthly base rate of compensation in
               effect immediately before such period; provided, however, that
               for an Employee whose compensation is based on commissions, the
               monthly base rate of compensation for this purpose shall be
               increased by the monthly average of the Employee's commissions
               for the 12 months immediately preceding such period.

                    (G) Other Compensation Included. Monthly Compensation shall
               include the following types of compensation as paid (or granted
               as described in (II), below), if paid (or granted) effective
               during the period for which compensation is taken into account
               under (B) through (F), above:

                         (I) sales bonuses and commissions paid pursuant to a
                    written commitment of the employer that provides that such
                    amount is included in earnings for pension accrual purposes;
-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 14
<PAGE>


                         (II) short-term individual and team-oriented
                    performance incentives, including incentives granted under
                    the Verizon Incentive Plan starting in 2002 (whether or not
                    deferred to a non-qualified plan of the Company or another
                    Affiliate), but excluding Senior Manager Short-Term
                    Incentives for purposes of determining Pay Credits;

                         (III) the amount of any single sum merit payment made
                    to the Employee in lieu of an annual salary increase;

                         (IV) temporary assignment pay;

                         (V) corporate profit sharing annual awards;

                         (VI) differentials or premiums; and

                         (VII) back pay, designated by the award as
                    benefits-eligible.

               (H) Certain Compensation Credited After Termination.
          Notwithstanding anything in the foregoing to the contrary, for a
          participant who is an Employee on the date he terminates employment
          with all Affiliates, Monthly Compensation shall include amounts paid
          after the participant's termination of employment if such amounts
          would otherwise have qualified as Monthly Compensation under this
          definition had such amounts been paid while the participant was an
          Employee and such amounts are paid either in the Plan Year in which
          the participant's termination of employment occurs or in the following
          Plan Year. For purposes of calculating a participant's Average Annual
          Compensation, such amounts shall be treated as if paid on the
          participant's last day as an Employee.

               (I) Inclusion of Amounts Deferred. Monthly Compensation shall
          include any amount that would qualify as such but for the Employee's
          agreement to defer or forego receipt thereof pursuant to a qualified
          cash or deferred arrangement described in section 401(k) of the Code,
          a cafeteria plan described in section 125 of the Code or, a qualified
          transportation fringe benefit plan described in section 132(f)(4) of
          the Code.

               (J) Exclusions. Monthly Compensation shall not include any form
          of compensation that is not listed in this definition as included.
          Forms of compensation that are excluded from Monthly Compensation
          include, but are not limited to, overtime and performance payments or
          other types of pay that are identified as excluded from pension
          earnings.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 15
<PAGE>


               (K) Applying Annual Compensation Limit. In addition to other
          applicable limitations that may be set forth in the Plan and
          notwithstanding any other contrary provision of the Plan:

                    (I) for purposes of calculating an Employee's Average Annual
               Compensation, the sum of the Monthly Compensation taken into
               account with respect to an Employee for the twelve calendar
               months in a determination year shall not exceed the Annual
               Compensation Limit in effect with respect to the Employee for the
               calendar year in which the determination year begins. If the sum
               of the Monthly Compensation with respect to an Employee for a
               determination year would otherwise exceed such Annual
               Compensation Limit, the Monthly Compensation for each calendar
               month in the determination year shall be reduced, beginning with
               the calendar month in which the Employee has the greatest Monthly
               Compensation, until such Annual Compensation Limit is no longer
               exceeded. For purposes of this paragraph, the determination years
               with respect to an Employee shall consist of the consecutive
               twelve-calendar-month periods that end with the calendar month in
               which the Employee's employment with the Affiliates terminates,
               or with the last calendar month of the period over which his
               Average Annual Compensation is calculated, if earlier.

                    (II) an Employee's Pay Credits for any Plan Year shall be
               based on the Employee's Monthly Compensation; provided, however,
               that aggregate Monthly Compensation taken into account for
               purposes of determining the Employee's Pay Credits for the Plan
               Year shall not exceed the Annual Compensation Limit for such Plan
               Year.

                    (III) Aggregate Monthly Compensation credited to an
               Employee's Net Monthly Compensation for any Plan Year shall not
               exceed the Annual Compensation Limit for such Plan Year.

          "Net Credited Service" means the period of employment taken into
     account as Net Credited Service under Article IV-A.

          "Net Monthly Compensation" means, for a Transition-Eligible Employee,
     the aggregate of the Employee's Monthly Compensation credited after
     December 31, 2007.

          "Normal Retirement Age" means age 65, except that:

               (a) in the case of any Employee who was not employed by the
          Affiliates on or before the last day of the month during which he
          attained age 60, "Normal Retirement Age" means the fifth anniversary
          of the date as of which the Employee's participation in the Plan
          commenced or, the date on which the Employee completes five (5) years
          of Vesting Service, if earlier; and


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 16
<PAGE>


               (b) in the case of any Employee who on December 31, 1999, (A) is
          an Employee actively participating in the Products Plan and has
          combined age and years of Accredited Service of at least 76 and (B)
          has at least 15 years of Accredited Service, "Normal Retirement Age"
          means age 55, provided the Employee has attained at least age 55 on
          December 31, 1999; and

               (c) for a former Enterprises Plan participant or an Employee or
          former Employee for whom assets and liabilities for benefits have been
          transferred to the Plan from another qualified plan (as a result of a
          transfer for the individual participant or merger of such other plan
          into the Plan), "Normal Retirement Age" shall not occur later than the
          date on which the participant would have attained normal retirement
          age under such other plan.

          "Normal Retirement Date" means the last day of the month during which
     an Employee or former Employee attains Normal Retirement Age.

          "Original Verizon Entities" means any entities that, on the day before
     the Change in Control occurred under Article XI-A, constituted Verizon or
     any corporation or unincorporated entity the majority interest in which was
     held on that day, directly or indirectly, by Verizon.

          "Other Pension Plan" means:

               (a) any pension plan or any pension system (other than this
          Plan),

               (b) any payment required to be made by law or regulation on
          account of termination or separation from employment,

               (c) any other similar program, or

               (d) any similar plan, system, payment, or program, to the extent
          that it provides benefits that are attributable to service with a
          Control Group Affiliate, a GTE Company or an Interchange Company and
          that result from a transfer of liabilities from this Plan (or any
          predecessor plan) or any other arrangement described in subsection
          (a), (b), or (c),

     to which a Control Group Affiliate, a GTE Company or, in the case of an
     arrangement described in subsection (d), any other employer has contributed
     or does contribute during the continuance of the Plan, either directly or
     indirectly, but in any case only to the extent that amounts paid thereunder
     are provided by or are attributable to employer contributions.
     Notwithstanding the foregoing, the term "Other Pension Plan" shall not
     include:

               (e) a pension paid or payable pursuant to any Federal or State
          law,

               (f) any amount paid or payable pursuant to any applicable law
          relating to worker's compensation or occupational diseases,


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 17
<PAGE>




               (g) any deferred compensation or similar payments made directly
          by the employer on an unfunded basis, or

               (h) any other arrangement to the extent that offsetting the
          benefits otherwise provided under this Plan by the benefits provided
          under such other arrangement would result in an impermissible
          forfeiture within the meaning of section 411(a) of the Code.

     Nothing in this definition, including subsection (d) hereof, or in its
     application hereunder shall be deemed to reimpose on the Plan any liability
     with respect to a liability that has been transferred from the Plan in
     accordance with Section 11.3, 13.1 or 13.3.

          "Paid Hour of Service" means an Hour of Service described in
     subsection (a) of the definition of Hour of Service in this Article II. For
     a participant who on December 31, 2001 is (a) a disabled Former GTE
     Employee earning vesting and accredited service under the Products Plan,
     (b) a Former GTE Employee on excused absence earning vesting and accredited
     service under the Products Plan, or (c) a Former Bell Atlantic Employee
     earning vesting and net credited service under the Enterprises Plan during
     an excused absence, and who on January 1, 2002 is an Employee, a "Paid Hour
     of Service" shall include service credited to the Employee with respect to
     such absence for any period after 2001 pursuant to Article IV-A.

          "Pay Credits" means dollar credits, based on the Employee's Monthly
     Compensation and Pay Credit Percentage, that may be credited on a monthly
     basis to an Employee's Cash Balance Account as described in Section
     6A.1(a)(ii).

          "Pay Credit Percentage" means a percentage of an Employee's Monthly
     Compensation which an Employee may be entitled to have credited to his Cash
     Balance Account as described in Section 6A.1(a)(ii).

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "PBGC Immediate Rate" means the interest rate in effect 90 days before
     the applicable Pension Commencement Date that would be used by the PBGC to
     value a participant's immediate annuity benefit upon termination of a
     trusteed single employer plan (or any applicable successor rate designated
     by the PBGC) or, if the PBGC no longer publishes such a rate and has not
     designated an applicable successor rate, the successor rate established for
     similar purposes by the Internal Revenue Service. Notwithstanding the
     foregoing, if a lump sum amount exceeds $25,000 when determined using the
     PBGC Immediate Rate as defined in the preceding sentence, the "PBGC
     Immediate Rate" shall mean 120% of the PBGC Immediate Rate as defined in
     the preceding sentence, provided that in no event shall the amount of a
     lump sum determined using the PBGC Immediate Rate as defined in this
     sentence be less than $25,000.

          "Pension" means a Service Pension, a Disability Pension, a Deferred
     Vested Pension, a Spouse's Pension, a Vested Pension or a Pre-Retirement
     Death Benefit. Notwithstanding the preceding sentence, for purposes of
     Sections 6A.5 and 6A.6, the definitions of "Qualified Joint and Survivor
     Annuity" and "Retirement," and where otherwise appropriate, the term
     "Pension" shall not include a Spouse's Pension or a


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 18
<PAGE>


     Pre-Retirement Death Benefit.

          "Pension Accrual Service" means the period of employment taken into
     account as Pension Accrual Service under Article IV-A.

          "Pension Commencement Date" means the date as of which a Pension is
     scheduled to commence in accordance with the provisions of the Plan.

          "Pension Fund" means the Trust Fund or Funds, or an arrangement with
     an insurance company for the funding of Pensions under the Plan, or both.

          "Pension Plan Administrator" means the person or entity designated to
     process and decide claims for benefits under the Plan pursuant to Section
     9.13(a).

          "Period of Severance" means a continuous period of time following a
     Separation From Service Date during which the former employee does not
     complete a Paid Hour of Service.

          "Plan" means the Verizon Enterprises Management Pension Plan, as now
     or previously in effect and as amended from time to time.

          "Plan Year" means the calendar year.

          "Pop-Up Annuity" means a pop-up joint and survivor annuity described
     in Section 6A.6(d).

          "Post-NRA Distribution" means a Pension payable to a
     Distribution-Eligible Employee in accordance with Section 5.7 or 5A.3.

          "Pre-Retirement Death Benefit" means the payments under the Plan to
     the Beneficiary of an Employee or former Employee who dies before his
     Pension Commencement Date payable pursuant to Section 5A.2 and Section
     6A.4.

          "Prior Plan" means the Enterprises Plan or the Products Plan in which
     the Employee was previously a participant.

          "Products Plan" means the Verizon GTE Products Corporation Plan for
     Employees' Pensions as in effect on November 30, 2001, and as extended
     through December 31, 2001 pursuant to Section 6A.11.

          "Qualified Domestic Relations Order" means (a) a "qualified domestic
     relations order" within the meaning of section 206(d) of ERISA, (b) a
     domestic relations order entered before January 1, 1985, if payment of
     benefits pursuant to such order had commenced as of such date, and (c) any
     other domestic relations order entered before January 1, 1985, that the
     Committee's delegate elects, in its sole discretion, to treat as a
     Qualified Domestic Relations Order.

          "Qualified Joint and Survivor Annuity" means a Joint-Survivor Pension,
     that is actuarially equivalent to the participant's Accrued Benefit, under
     which a 50-percent survivor annuity is payable to the participant's Spouse
     as Beneficiary. Notwithstanding the preceding sentence, if the participant
     elects in accordance with


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 19
<PAGE>


          Section 6A.6(a) to receive his Pension in the form of a Joint-Survivor
          Pension, that is actuarially equivalent to the participant's Accrued
          Benefit, under which a 66-2/3 percent or 100-percent survivor annuity
          is payable to the participant's Spouse as Beneficiary, the
          Joint-Survivor Pension so elected by the participant shall be the
          Qualified Joint and Survivor Annuity with respect to the participant.

          "Required Retirement Date" means the later of an Employee's Normal
     Retirement Date or the last day of the first month in which the conditions
     in Section 5.2(a)(i) through (iv) or Section 5A.1(b)(i) through (iv) are
     satisfied with respect to the Employee.

          "Required Starting Date" means April 1 of the calendar year following
     the calendar year in which the participant attains age 70 1/2.

          "Residual Assets" means the assets, if any, of the Pension Fund that
     remain after all liabilities of the Plan (other than liabilities created by
     Section 12.2(h)) have been satisfied after termination of the Plan,
     excluding any such assets that are attributable to participant
     contributions in accordance with Section 4044 of ERISA and the regulations
     promulgated thereunder.

          "Retire," "Retired," or "Retirement" means either (a) the termination
     of an Employee's employment with the Affiliates under such circumstances
     that he is entitled to receive a Pension, except that an Employee who
     defers payment of his Pension shall be deemed to Retire on the last day of
     the month immediately preceding his Pension Commencement Date, or (b) the
     circumstances under which an Employee who was enrolled in and met the
     disability requirements of the LTD Plan in accordance with the provisions
     of Sections 4.2(d) and 4.6(d) or Sections 4A.1(d), 4A.2(d), and 4A.3(e) is
     thereafter entitled to receive a Pension; provided that in the case of an
     Employee who attains Normal Retirement Age on account of subsection (b) of
     the definition of Normal Retirement Age, "Retire," "Retired," and
     "Retirement" means the foregoing circumstances determined without regard to
     whether the Employee has terminated employment with the Affiliates.

          "Retired Employee" means a former Employee who is receiving a Pension
     under the Plan; provided that in the case of an Employee who becomes
     entitled to receive a Pension under the Plan on account of attaining Normal
     Retirement Age as defined in subsection (b) of the definition of Normal
     Retirement Age, whether an Employee is a "Retired Employee" shall be
     determined without regard to whether the Employee has terminated employment
     with the Affiliates.

          "Retirement Date" means the date on which an Employee actually Retires
     or is Retired pursuant to the terms of the Plan.

          "Schedule" means a schedule appearing at the end of this Plan.

          "Section" means a section of this Plan.

          "Separation From Service Date" means the earlier of:

               (a) the date on which an Employee terminates employment with all
          Affiliates including, without limitation, by reason of retirement,
          resignation,


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 20
<PAGE>


          death or other termination of employment; or

               (b) the first anniversary of the date on which the Employee is
          absent from the employ, or ceases to render active service as an
          employee of the Affiliates for any other reason.

     Notwithstanding the above:

                    (i) any period of sickness or accident disability benefits
               under a short-term disability plan shall, for purposes of this
               definition, be considered active service and not absence from
               employment, unless and until the Employee resigns, retires, dies
               or is otherwise terminated from employment;

                    (ii) any period of disability during which service is
               credited under Section 4A.1(d) shall be considered active service
               and not absence from employment;

                    (iii) if the Employee is on a military leave of absence
               under leave granted by the Company or another Affiliate or
               required by law, the Employee shall not be considered to have had
               a Separation From Service Date to the extent required pursuant to
               Section 14.9; or

                    (iv) if the Employee is on a leave of absence of more than
               12 months under a uniformly available leave of absence program of
               an Affiliate, the Employee shall not be considered to have had a
               Separation From Service Date to the extent provided by such leave
               policy.

          "Service Pension" means the payments under Article VI, by reason of an
     Employee's age and Accredited Service, to a Retired Employee for life, but
     does not include a Disability Pension or a Deferred Vested Pension.

          "Social Security Integration Level" means, as to the calendar year in
     which an Employee Retires or otherwise terminates employment, the average
     annual wages (rounded to the next lower multiple of $100) with respect to
     which primary benefits would be provided under the Social Security Act for
     a male worker attaining age 65 in such calendar year, computed as though
     for each year before such calendar year the annual wages were equal to the
     maximum amount of the taxable wages under the Social Security Act; provided
     that (a) in the case of a participant or Beneficiary who is receiving
     benefits under the Plan, or (b) in the case of a participant who is
     separated from service and has nonforfeitable rights to benefits, such
     benefits are not decreased by reason of any increase in the benefit level
     payable under Title II of the Social Security Act or any increase in the
     wage base under such Title II, if such increase takes place after September
     2, 1974, or (if later) the earlier of the date of the first receipt of such
     benefits or the date of such separation, as the case may be.

          "Spouse" means the person to whom an Employee or former Employee is
     married on his date of death or his Pension Commencement Date, whichever
     occurs first. The term "Spouse" also shall include a former spouse of an
     Employee or former Employee to the extent required by a Qualified Domestic
     Relations Order.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 21
<PAGE>


          "Spouse's Pension" means the payments under the Plan for life to the
     Spouse of an Employee or former Employee who dies before his Pension
     Commencement Date payable pursuant to Section 5.6 and Section 6.4.

          "Table" means one of the alphabetically denominated tables set forth
     in the Compendium of Plan Factors that is maintained by the Employee
     Benefits Committee and which is hereby incorporated into and made a part of
     the Plan. Unless otherwise specified, the Tables that apply for purposes of
     the main text of the Plan and the Schedules hereto shall be determined in
     accordance with Exhibit A.

          "Transition-Eligible Employee" means an individual who is an Employee
     (other than an Excluded Employee) at any time on or after January 1, 2002
     and who is either (a) a Former GTE Employee who is credited with 10 or more
     years of Accredited Service under the terms of the Products Plan as of
     January 1, 2002, or (b) a Former Bell Atlantic Employee who is credited
     with 10 or more years of Net Credited Service under the terms of the
     Enterprises Plan as of January 1, 2002. For purposes of determining whether
     an Employee is a Transition-Eligible Employee, service for periods of
     employment prior to January 1, 2002 that is added to a participant's
     Accredited Service or Net Credited Service through a plan amendment that is
     adopted after January 1, 2002 shall not be taken into account.

          "Trust Agreement" means the trust agreement under the Plan between the
     Company or any other Affiliate and any Trustee at any time acting
     thereunder.

          "Trust Fund" means any fund held under a Trust Agreement.

          "Trustee" means the trustee under a Trust Agreement.

          "Verizon" means Verizon Communications Inc. or any successor.

          "Vesting Service" means the period of employment taken into account as
     Vesting Service under Article IV or Article IV-A, as appropriate.

          "Vested Pension" means the payments under the Plan to an Employee who
     is eligible by reason of age and/or Vesting Service, pursuant to Sections
     5A.1 and 6A.2.

          "Unconverted Annuity Benefit" means a pension benefit that has not
     been converted to an opening balance in a Cash Balance Account, including:

               (a) an "unconverted annuity pension benefit" (other than the
          benefit derived from the modified former pension formula) originating
          in the Enterprises Plan that is held for a participant under the Plan
          as of December 31, 2001;

               (b) a pension benefit transferred to the Plan pursuant to Section
          13.1 on or after January 1, 2002 in a form other than a cash balance
          account from another defined benefit plan maintained by an Affiliate;

               (c) a pension benefit that a rehired Former Bell Atlantic
          Employee or Former GTE Employee accrued under a Prior Plan during one
          or more periods


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 22
<PAGE>


          of service that ended before the applicable cash balance conversion
          date, which has not previously been paid in full to the Employee
          (including any non-vested benefit deemed to be cashed-out under
          Section 7.6 but which was restored upon rehire) or, if such benefit
          was earned under the Enterprises Plan, which has not previously been
          forfeited under the terms of the Enterprises Plan; or

               (d) a pension benefit transferred to the Plan pursuant to Section
          13.3 on or after January 1, 2002 in a form other than a cash balance
          account from an Interchange Company Pension Plan.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article II
                                                                         Page 23
<PAGE>


                                   ARTICLE III

PARTICIPATION

     3.1 General Rule. Any individual who is an Employee on or after January 1,
2002 shall become a participant in the Plan on the first day he qualifies as an
Employee under Article II.

     3.2 Participation Required for Pension. Except as otherwise provided in the
Plan, no Pension shall be payable under the Plan except with respect to an
individual who has become a participant in the Plan pursuant to this Article
III.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article III
                                                                         Page 24
<PAGE>


                                  ARTICLE IV-A

     COMPUTATION OF VESTING SERVICE, NET CREDITED SERVICE, AND PENSION ACCRUAL
SERVICE (FOR OTHER THAN EXCLUDED EMPLOYEES)

THE PROVISIONS OF THIS ARTICLE IV-A APPLY FOR PURPOSES OF DETERMINING VESTING
SERVICE, NET CREDITED SERVICE, PENSION ACCRUAL SERVICE AND ACCREDITED SERVICE
FOR PARTICIPANTS, OTHER THAN EXCLUDED EMPLOYEES, WHO COMPLETE A PAID HOUR OF
SERVICE AT ANY TIME AFTER DECEMBER 31, 2001. (FORMER EMPLOYEES WHO ARE CREDITED,
PURSUANT TO A SCHEDULE OR OTHER PLAN PROVISION, WITH SERVICE FOR EMPLOYMENT
AFTER 2001 WITH A COMPANY THAT IS NOT AN AFFILIATE (E.G., BALTIMORE TECHNOLOGIES
EMPLOYMENT DESCRIBED IN SCHEDULE III) SHALL NOT COMPLETE A PAID HOUR OF SERVICE
BY REASON OF SUCH CREDIT.)

         4A.1 Vesting Service. Subject to Section 4A.5 and Section 13.1(a)(v),
for a participant (other than an Excluded Employee) who completes a Paid Hour of
Service after December 31, 2001, including a participant who is not an employee
on January 1, 2002 but is rehired thereafter, Vesting Service shall equal the
sum of:

          (a) Service Before 2002. The years and partial years of (i) Vesting
     Service credited to the participant under the Products Plan as of December
     31, 2001 (or, for a rehired participant, his earlier termination date),
     and/or (ii) "ERISA Service" credited to the participant under the
     Enterprises Plan as of December 31, 2001 (or, for a rehired participant,
     his earlier termination date) determined, in the case of a participant who
     is an Employee on January 1, 2002, as if any service bridging waiting
     period which the Employee was in the process of completing on December 31,
     2001 had been completed;

          (b) Service After 2001. The participant's years and partial years of
     service with the Company or another Affiliate in the period beginning on
     (i) for a Former GTE Employee or a Former Bell Atlantic Employee who is an
     Employee on January 1, 2002, January 1, 2002, (ii) for a Former GTE
     Employee or Former Bell Atlantic Employee who is not an Employee on January
     1, 2002, the first day he completes a Paid Hour of Service on or after
     January 1, 2002, or (iii) for any other participant, the participant's
     Employment Commencement Date, and ending on his most recent Separation From
     Service Date disregarding any Period of Severance exceeding twelve (12)
     months;

          (c) Prior Employer Service. The participant's years and partial years
     of service with any other employer when specifically approved for Vesting
     Service purposes by the Board or an amendment to the Plan pursuant to
     Section 11.2 or when required to be credited pursuant to the mandatory
     portability rules described in Section 13.3 or pursuant to any Schedule, to
     the extent not otherwise credited under this Section; and

          (d) Imputing Service During Disability. In the case of an Employee who
     was enrolled in and met the eligibility and disability requirements of the
     LTD Plan and who has not elected a Pension Commencement Date, the period of
     years and partial years commencing with the beginning of the disability
     covered by the LTD Plan or January 1, 2002, if later, and ending when
     benefits under the LTD Plan cease or his Pension Commencement Date, if
     earlier.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IV-A
                                                                         Page 25
<PAGE>


For purposes of subsections (b) through (d), full and partial years of Vesting
Service credited for the periods described in those subsections shall be
computed under the elapsed time method, based on records maintained by the
Company and any other Affiliates, using a uniform and consistent approach that
the Committee determines to be appropriate and lawful. Notwithstanding anything
in this Section 4A.1 to the contrary, for a Former GTE Employee who on January
1, 2002 both (i) is an employee of the Company or another Affiliate, and (ii) is
credited with at least two (2) years of Vesting Service, but less than five (5)
years of Vesting Service, under the Products Plan, Vesting Service shall be
determined under the rules described in Article IV through December 31, 2004, if
the Employee would be credited with more years of Vesting Service as a result.

     4A.2 Net Credited Service. Subject to Section 4A.5 and Section 13.1(a)(v),
for a participant (other than an Excluded Employee) who completes a Paid Hour of
Service after December 31, 2001, including a participant who is not an employee
on January 1, 2002 but is rehired thereafter, Net Credited Service shall equal
the sum of:

          (a) Service Before 2002. The years and partial years of (i) Accredited
     Service credited to the participant under the Products Plan as of December
     31, 2001 (or, for a rehired participant, his earlier termination date),
     including any service credited under any Schedule or other provision for
     purposes of determining the participant's eligibility for a service
     pension, and/or (ii) "net credited service" credited to the participant
     under the Enterprises Plan as of December 31, 2001 (or, for a rehired
     participant, his earlier termination date), determined, in the case of a
     participant who is an Employee on January 1, 2002, as if any service
     bridging waiting period which the Employee was in the process of completing
     on December 31, 2001 had been completed;

          (b) Service After 2001. The participant's years and partial years of
     service with the Company or another Affiliate in the period beginning on
     (i) for a Former GTE Employee or a Former Bell Atlantic Employee who is an
     Employee on January 1, 2002, January 1, 2002, (ii) for a Former GTE
     Employee or Former Bell Atlantic Employee who is not an Employee on January
     1, 2002, the first day he completes a Paid Hour of Service on or after
     January 1, 2002, or (iii) for any other participant, the participant's
     Employment Commencement Date, and ending on his most recent Separation From
     Service Date disregarding any Period of Severance exceeding twelve (12)
     months;

          (c) Prior Employer Service. The participant's years and partial years
     of service with any other employer when specifically approved for Net
     Credited Service purposes by the Board or an amendment to the Plan pursuant
     to Section 11.2 or when required to be credited pursuant to the mandatory
     portability rules described in Section 13.3 or pursuant to any Schedule, to
     the extent not otherwise credited under this Section; and

          (d) Imputing Service During Disability. In the case of an Employee who
     was enrolled in and met the eligibility and disability requirements of the
     LTD Plan and who has not elected a Pension Commencement Date, the period of
     years and partial years commencing with the beginning of the disability
     covered by the LTD Plan or January 1, 2002, if later, and ending when
     benefits under the LTD Plan cease or his Pension Commencement Date, if
     earlier.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IV-A
                                                                         Page 26
<PAGE>


For purposes of subsections (b) through (d), full and partial years of Net
Credited Service credited for the periods described in those subsections shall
be computed under the elapsed time method, based on records maintained by the
Company and any other Affiliates, using a uniform and consistent approach that
the Committee determines to be appropriate and lawful. Notwithstanding anything
in this Section 4A.2 to the contrary, for a Former GTE Employee, years and
partial years of Net Credited Service credited to the Employee for any period of
service after December 31, 2001 and before June 1, 2004 shall not be less than
the years and partial years of Accredited Service that would have been credited
to the Employee for such period under Article IV if such rules had been in
effect through May 31, 2004.

     4A.3 Pension Accrual Service. Subject to Section 4A.4, Section 4A.5,
Section 5.7, Section 5A.3 and Section 13.1, for a participant who is a
Transition-Eligible Employee who completes a Paid Hour of Service after December
31, 2001, including a participant who is not an employee on January 1, 2002 but
is rehired thereafter, Pension Accrual Service shall equal the sum of:

          (a) Service with GTE Before 2002. The years and partial years of
     Accredited Service credited to the participant under the Products Plan as
     of December 31, 2001 (or, for a rehired participant, his earlier
     termination date), determined, in the case of a participant who is an
     Employee on January 1, 2002, as if any service bridging waiting period
     which the Employee was in the process of completing on December 31, 2001
     had been completed, but excluding (i) for any participant who has taken an
     in-service distribution pursuant to Section 5A.3 or 5.7 (or a similar
     provision in the Products Plan), Accredited Service earned before the
     calendar year in which the in-service distribution occurred, and (ii) any
     Accredited Service credited solely for Pension eligibility purposes;

          (b) Service with Bell Atlantic Before 2002. The years and partial
     years of "net credited service" credited to the participant under the
     Enterprises Plan as of December 31, 2001 (or, for a rehired participant,
     his earlier termination date), determined, in the case of a participant who
     is an Employee on January 1, 2002, as if any service bridging waiting
     period which the Employee was in the process of completing on December 31,
     2001 had been completed, but excluding (i) the participant's periods of
     service before January 1, 2002 with a Bell Atlantic Company that did not
     participate in the company pension plan, and (ii) any Net Credited Service
     credited solely for purposes of determining retirement eligibility;

          (c) Service After 2001. The participant's years and partial years of
     service with the Company or another Affiliate in the period beginning on
     (i) for a Former GTE Employee or a Former Bell Atlantic Employee who is an
     Employee on January 1, 2002, January 1, 2002, (ii) for a Former GTE
     Employee or Former Bell Atlantic Employee who is not an Employee on January
     1, 2002, the first day he completes a Paid Hour of Service on or after
     January 1, 2002, or (iii) for any other participant, the participant's
     Employment Commencement Date, and ending on his most recent Separation From
     Service Date disregarding any Period of Severance (regardless of the
     length) and any period during which the participant is not an Employee
     (except as provided in (d), (e), (f) or (g), below);

          (d) Prior Employer Service. The participant's years and partial years
     of service with any other employer when specifically approved for Pension
     Accrual Service


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IV-A
                                                                         Page 27
<PAGE>


     purposes by the Board or an amendment to the Plan pursuant to Section 11.2
     or when required to be credited pursuant to the mandatory portability rules
     described in Section 13.3 or pursuant to any Schedule, to the extent not
     otherwise credited under this Section;

          (e) Imputing Service During Disability. In the case of an Employee who
     was enrolled in and met the eligibility and disability requirements of the
     LTD Plan and who has not elected a Pension Commencement Date, the period of
     years and partial years commencing with the beginning of the disability
     covered by the LTD Plan or January 1, 2002, if later, and ending when
     benefits under the LTD Plan cease or his Pension Commencement Date, if
     earlier;

          (f) Service Associated with Transferred Benefit. The participant's
     years and partial years of service with the Company or another Affiliate
     when he was not an Employee, during which the participant accrued pension
     benefits under a plan maintained by such Company or Affiliate the assets
     and liabilities for which have been transferred to the Plan pursuant to
     Section 13.1; and

          (g) Service Following Transfer to Non-Participating Affiliate. For a
     Former GTE Employee, the participant's years and partial years of service
     with a Control Group Affiliate occurring after January 1, 2002 and before
     June 1, 2004 and after his status as an Employee ends, to the extent not
     otherwise credited under subsections (a) through (f), above.

For purposes of subsections (c) through (g), full and partial years of Pension
Accrual Service credited for the periods described in those subsections shall be
computed under the elapsed time method, based on records maintained by the
Company and any other Affiliates, using a uniform and consistent approach that
the Committee determines to be appropriate and lawful. Notwithstanding anything
in this Section 4A.3 to the contrary, (i) for a Transition-Eligible Employee who
is a Former GTE Employee, years and partial years of Pension Accrual Service
credited to the Employee for any period of service after December 31, 2001 and
before June 1, 2004 shall not be less than the years and partial years of
Accredited Service that would have been credited to the Employee for benefit
accrual purposes for such period under Article IV if such rules had been in
effect through May 31, 2004, and (ii) no Pension Accrual Service shall be
credited to a participant who is not a Transition-Eligible Employee, except for
the purpose described in Section 4A.4.

     4A.4 Accredited Service. Notwithstanding anything in Section 4A.3 to the
contrary, for a Former GTE Employee (other than an Excluded Employee) who
completes a Paid Hour of Service after December 31, 2001, Pension Accrual
Service shall be calculated as described in Section 4A.3, above, and shall be
used in place of Accredited Service for purposes of applying the benefit formula
described in Section 6A.1(c)(i) through May 31, 2004.

     4A.5 Special Rules. Notwithstanding anything in this Article IV-A to the
contrary:

          (a) No Service Credited Due to Reclassification. In no event shall Net
     Credited Service or Pension Accrual Service as determined under this
     Article include any period of an individual's employment during which the
     individual is not classified by the Company or another Affiliate as a
     common-law employee of the Company or Affiliate, regardless of any
     subsequent reclassification of such individual as a


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IV-A
                                                                         Page 28
<PAGE>



     "common-law" employee of the Company or another Affiliate by the Company,
     Affiliate, any governmental agency, or any court.

          (b) Certain Service Credits Disregarded at Rehire. In no event shall
     any years added to a participant's service under the terms of an early
     retirement window or other pension enhancement program under the Plan or a
     Prior Plan be taken into account in determining the participant's service
     under this Article IV-A upon the participant's rehire.

          (c) Amendments to Provide Full Vesting. An Authorized Individual,
     acting in a settlor capacity, is authorized to execute a written amendment
     to the Plan to provide that certain Employees who terminate employment with
     the Affiliates on account of a corporate transaction shall be fully vested
     in their Accrued Benefits under the Plan upon such termination of
     employment. Such Employees shall be fully vested in their Accrued Benefits
     under the Plan upon termination of employment without a written Plan
     amendment, if such vesting is required by the provisions of the sale or
     other agreement effecting such transaction.

          (d) No Duplication of Service Credits. In no event shall any period of
     service be credited twice for the same purpose under this Article IV-A.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IV-A
                                                                         Page 29
<PAGE>


                                   ARTICLE IV

                         COMPUTATION OF VESTING SERVICE
                 AND ACCREDITED SERVICE (FOR EXCLUDED EMPLOYEES)

THE PROVISIONS OF THIS ARTICLE IV APPLY FOR PURPOSES OF DETERMINING VESTING
SERVICE AND ACCREDITED SERVICE FOR PARTICIPANTS WHO ARE EXCLUDED EMPLOYEES.

     4.1 Pre-2002 Vesting Service. For an Excluded Employee, Vesting Service,
with respect to any period of employment with an Affiliate prior to January 1,
2002, shall equal the Vesting Service credited to such Employee for such period
under the Products Plan.

     4.2 Post-2001 Vesting Service. For an Excluded Employee, Vesting Service,
in respect of any period of employment with an Affiliate after December 31,
2001, shall consist, without duplication, of the aggregate of the following:

          (a) active employment with the Company and any excused absence time
     specifically approved for Vesting Service purposes in accordance with
     Company policy in effect from time to time;

          (b) active employment with any other Affiliate;

          (c) active employment with any other employer when specifically
     approved for Vesting Service purposes by the Board or an amendment to the
     Plan pursuant to Section 11.2; and

          (d) in the case of an Employee who was enrolled in and met the
     eligibility and disability requirements of the LTD Plan and who has not
     been Retired on a Disability Pension, the period of time (i) commencing
     with the beginning of the Disability covered by the LTD Plan and (ii)
     ending when the benefits under the LTD Plan cease, with his rate of
     compensation immediately prior to his Disability being deemed to continue
     during such period for the purpose of computing Average Annual
     Compensation.

Except as provided in subsection (d) of this Section 4.2, a full year of Vesting
Service shall be included in the employee's aggregate of Vesting Service with
respect to any calendar year in which he has been credited with not less than
1000 Hours of Service. In the case of an Employee who, in a calendar year, is
credited with less than 1000 Hours of Service, the Employee shall accrue a
fraction of a year of Vesting Service (not in excess of one (1)), where the
numerator of the fraction is the number of Hours of Service credited to the
Employee during such year and the denominator is the Customary Work Year. An
employee shall be credited, in accordance with 29 C.F.R. ss.
2530.200b-3(e)(1)(ii) & (e)(4), with 45 Hours of Service for each week for which
he would be required to be credited with at least one "hour of service" under 29
C.F.R. ss. 2530.200b-2. In the case of a week that begins in one computation
period and ends in a second computation period, all Hours of Service credited
for such week shall be credited to both computation periods. In the case of
payments to an employee calculated on the basis of a unit of time greater than
one week, the employee shall be credited, in accordance with 29 C.F.R. ss.
2530.200b-3(e)(6), with 45 Hours of Service for each week that, in the course of
the employee's regular work schedule, would be included in such greater unit of
time.


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          4.3 Break in Vesting Service. For an Excluded Employee:

                    (a) Except as provided in Section 4.2(d), Vesting Service
               shall be broken in any calendar year in which an employee who has
               not been credited with more than 500 Hours of Service ceases to
               be an employee of the Affiliates.

                    (b) Solely for purposes of determining under subsection (a),
               above, whether an employee has been credited with more than 500
               Hours of Service during a calendar year, up to 501 of the Hours
               of Service that would otherwise normally have been credited to
               the employee during the calendar year but for the fact that the
               employee was absent from work (i) by reason of the employee's
               pregnancy, (ii) by reason of the birth of the employee's child,
               (iii) by reason of the placement of a child with such employee in
               connection with an adoption of such child by the employee, or
               (iv) for purposes of caring for a child for a period beginning
               immediately following birth or placement, shall be credited as
               Hours of Service. If the employee would have been credited with
               more than 500 Hours of Service during the calendar year
               notwithstanding the immediately preceding sentence, such Hours of
               Service shall be credited to the succeeding calendar year.
               Notwithstanding Section 4.7, this subsection (b) shall not apply
               for purposes of determining whether an employee's Accredited
               Service has been broken.

     4.4 Reemployment After Break in Vesting Service. For an Excluded Employee,
when an employee's Vesting Service is broken, and he thereafter is reemployed by
an employer described in Section 4.2 and accumulates 1000 Hours of Service
constituting Vesting Service during the period that begins on the date he is
reemployed and that ends on the date his Vesting Service is next broken, then
the break in the employee's employment shall be bridged, and there shall be
added to the Vesting Service that has accumulated since his reemployment the
aggregate of all previous periods of Vesting Service that the employee had prior
to the break, provided that the employee had at least one year of Vesting
Service preceding the break in service. If the Employee accumulates 1000 Hours
of Service constituting Vesting Service during the period that begins on the
date he is reemployed and that ends on the date his Vesting Service is next
broken, that fact shall be taken into account as provided in the preceding
sentence solely for purposes of bridging the break in his employment.

     4.5 Pre-2002 Accredited Service. For an Excluded Employee, Accredited
Service, in respect of any period of employment with an Affiliate prior to
January 1, 2002, shall be determined under the terms of the Products Plan.

     4.6 Post-2001 Accredited Service. For an Excluded Employee, Accredited
Service, in respect of any period of employment after December 31, 2001, shall
consist, without duplication, of the aggregate of the following:

          (a) active employment with the Company and any excused absence time
     specifically approved for Accredited Service purposes in accordance with
     Company policy in effect from time to time;

          (b) active employment with a Control Group Affiliate other than the
     Company;

          (c) active employment with any other employer when specifically
     approved for


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<PAGE>


     Accredited Service purposes by the Board or an amendment to the Plan
     pursuant to Section 11.2; and

          (d) in the case of an Employee who was enrolled in and met the
     eligibility and disability requirements of the LTD Plan and who has not
     been Retired on a Disability Pension, the period of time (i) commencing
     with the beginning of the Disability covered by the LTD Plan and (ii)
     ending when the benefits under the LTD Plan cease, with his rate of
     compensation immediately prior to his Disability being deemed to continue
     during such period for the purpose of computing Average Annual
     Compensation.

Except as provided in subsection (d) of this Section 4.6, a full year of
Accredited Service shall be added to the Employee's aggregate Accredited Service
for any calendar year in which he has been credited with not less than the
Customary Work Year. In the case of an Employee who, in a calendar year, is
credited with less than the Customary Work Year, the Employee shall accrue a
fraction of a year of Accredited Service (not in excess of one (1)), where the
numerator of the fraction is the number of Hours of Service credited to the
Employee during such year and the denominator is the Customary Work Year. An
employee shall be credited, in accordance with 29 C.F.R. ss.
2530.200b-3(e)(1)(ii) & (e)(4), with 45 Hours of Service for each week for which
he would be required to be credited with at least one "hour of service" under 29
C.F.R. ss. 2530.200b-2. In the case of a week that begins in one computation
period and ends in a second computation period, all Hours of Service credited
for such week shall be credited to both computation periods. In the case of
payments to an employee calculated on the basis of a unit of time greater than
one week, the employee shall be credited, in accordance with 29 C.F.R. ss.
2530.200b-3(e)(6), with 45 Hours of Service for each week that, in the course of
the employee's regular work schedule, would be included in such greater unit of
time. If the compensation (if any) used to determine an Employee's accrued
benefit under any benefit formula in the Plan is so defined as to cause
application of the preceding sentence otherwise to violate the prohibition
against double proration in 29 C.F.R. ss. 2530.204-2(d), then the Employee's
compensation under such definition for any calendar year during which he is
credited with less than the Customary Work Year shall be adjusted by multiplying
his compensation under such definition for the calendar year by a fraction, the
numerator of which is the Customary Work Year, and the denominator of which is
the number of Hours of Service credited to the Employee during such year.
Notwithstanding the foregoing, Accredited Service shall not include any period
of an individual's employment during which the individual is not classified by
the Company or an Affiliate as a common-law employee of the Company or an
Affiliate, regardless of any subsequent reclassification of such individual as a
"common-law" employee of the Company or an Affiliate by the Company, an
Affiliate, any governmental agency, or any court.

     4.7 Break in Accredited Service. For an Excluded Employee, Accredited
Service shall be broken in any calendar year in which the Employee has a break
in Vesting Service pursuant to Section 4.3(a).

     4.8 Reemployment After Break in Accredited Service. For an Excluded
Employee:

          (a) When an employee's Accredited Service is broken, and he thereafter
     is reemployed by an employer described in Section 4.2 and accumulates 1000
     Hours of Service constituting Vesting Service during the period that begins
     on the date he is reemployed and that ends on the date his Vesting and
     Accredited Service are next


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     broken, then the break in the employee's employment shall be bridged, and
     he shall be credited with the aggregate of all periods of Accredited
     Service that he had prior to the break, provided that the employee had at
     least one year of Vesting Service preceding the break in service. If the
     Employee accumulates 1000 Hours of Service constituting Vesting Service
     during the period that begins on the date he is reemployed and that ends on
     the date his Vesting Service is next broken, that fact shall be taken into
     account as provided in the preceding sentence solely for purposes of
     bridging the break in his employment.

          (b) Notwithstanding subsection (a), above, if the Employee is a
     "Special Retiree" as that term is defined in an enhanced (or incentive)
     early retirement program under a Prior Plan, the Plan, or any other pension
     plan sponsored by an Affiliate (a "Program"), and he is reemployed by an
     employer described in Section 4.2 after his "Qualified Retirement Date" (as
     that term is defined in the Program), then the Accredited Service with
     which he is credited under this Article IV in respect of the period
     preceding his Qualified Retirement Date shall be the Accredited Service
     with which he would have been credited pursuant to this Article IV
     excluding the provisions of the Program, as if he had terminated his
     employment on his Qualified Retirement Date but had not elected to Retire
     under the Program; provided that, upon his Retirement following his
     reemployment, the periodic amount of his Pension shall be not less than the
     periodic amount of the Pension payable in the same form to which he was
     entitled in accordance with the provisions of the Plan, including the
     provisions of the Program, when he Retired under the Program.

     4.9 Calculation of Benefits Following Bridging of Accredited Service. For
an Excluded Employee, upon Retirement or separation from service following the
bridging of a break in Accredited Service pursuant to Section 4.8, the
Employee's Pension shall be based on his Average Annual Compensation and
Accredited Service before and after the break.

     4.10 Special Vesting for Certain Divestitures. The Executive
Vice-President--Human Resources & Administration of Verizon Corporate Services
Group Inc. or his delegate, acting in a settlor capacity, is authorized to
execute a written amendment to the Plan to provide that certain Employees who
terminate employment with the Affiliates on account of a corporate transaction
shall be fully vested in their Accrued Benefits under the Plan upon such
termination of employment.


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                                                                      Article IV
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<PAGE>


                                   ARTICLE V-A

ELIGIBILITY FOR PENSION (FOR OTHER THAN EXCLUDED EMPLOYEES)

THE PROVISIONS OF THIS ARTICLE V-A APPLY FOR PURPOSES OF DETERMINING PENSION
ELIGIBILITY FOR PARTICIPANTS, OTHER THAN EXCLUDED EMPLOYEES, WHO COMPLETE A PAID
HOUR OF SERVICE AT ANY TIME ON OR AFTER JANUARY 1, 2002. (FORMER EMPLOYEES WHO
ARE CREDITED, PURSUANT TO A SCHEDULE OR OTHER PLAN PROVISION, WITH SERVICE FOR
EMPLOYMENT AFTER 2001 WITH A COMPANY THAT IS NOT AN AFFILIATE (E.G., BALTIMORE
TECHNOLOGIES EMPLOYMENT DESCRIBED IN SCHEDULE III) SHALL NOT COMPLETE A PAID
HOUR OF SERVICE BY REASON OF SUCH CREDIT.)

     5A.1 Vested Pension. With respect to participants, other than Excluded
Employees, who complete a Paid Hour of Service at any time on or after January
1, 2002:

          (a) Eligibility for Vested Pension. Any Employee who attains Normal
     Retirement Age while employed by the Affiliates or who is credited with 5
     or more years of Vesting Service shall have the right to payment of a fully
     vested and nonforfeitable Vested Pension. The normal commencement date of
     the Vested Pension shall be the first day of the month next following the
     Employee's Normal Retirement Date, or the first day of the month following
     his termination of employment with all Affiliates, if later. However, such
     former Employee may elect, in accordance with and subject to Section 7.8,
     to have his Vested Pension commence prior to his Normal Retirement Date on
     the first day of any month following the date of his termination of
     employment.

          (b) Required Retirement. An Employee to whom this subsection (b)
     applies shall be required by the Company to terminate his employment with
     the Company on his Required Retirement Date and shall be entitled on such
     date to a fully vested and nonforfeitable Vested Pension. This subsection
     (b) shall apply to any Employee who:

               (i) is a participant in the Plan;

               (ii) has attained Normal Retirement Age (determined without
          regard to subsection (b) of the definition of Normal Retirement Age);

               (iii) for the 2-year period immediately before his Retirement
          pursuant to this Section 5A.1(b), is employed in a bona-fide executive
          or a high policymaking position; and

               (iv) is entitled to an immediate nonforfeitable annual retirement
          benefit of at least $44,000, when calculated as a straight life
          annuity with no ancillary benefits.

     Section 12(c) of ADEA and the regulations thereunder shall apply in
     determining whether the foregoing conditions are satisfied. For purposes of
     paragraph (iv), above, there shall be taken into account retirement
     benefits from pension, profit-sharing, savings, or deferred compensation
     plans, or any combination of such plans, sponsored by one or more
     Affiliates, including, without limitation, any lump sum payments from such
     plans with which it is possible to purchase a straight life annuity and the
     Employee's Accrued Benefit under this Plan. For purposes of paragraph (iv),
     above,


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                                                                     Article V-A
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<PAGE>


     there shall not be taken into account retirement benefits derived from
     employee contributions or retirement benefits derived from rollover
     contributions from retirement arrangements not sponsored by an Affiliate.

          (c) Certain Written Agreements. Notwithstanding subsection (b), above,
     to the extent that the terms of a written agreement between an Employee and
     the Company entered into on or before March 14, 1991, expressly permit the
     Employee to remain employed by the Company after the Employee's Required
     Retirement Date, the Employee shall not be required to terminate his
     employment with the Company on the Employee's Required Retirement Date, but
     such Employee shall be required to terminate his employment with the
     Company on the earliest date, following the Employee's Required Retirement
     Date, provided for under such agreement.

          (d) Crediting of Service for Required Retirements. The requirement
     that an Employee terminate his employment with the Company in accordance
     with subsection (b) or (c), above, whichever is applicable, shall not
     deprive the Employee of any Accredited Service, Net Credited Service or
     Pension Accrual Service to which the Employee is otherwise entitled under
     the Plan, regardless of whether such service extends beyond the Employee's
     Required Retirement Date (or such later date as may apply to the Employee
     in accordance with subsection (c)).

     5A.2 Pre-Retirement Death Benefits. A Pre-Retirement Death Benefit shall be
payable to the Beneficiary of a participant (other than an Excluded Employee)
who completes a Paid Hour of Service at any time after December 31, 2001 and who
dies before his Pension Commencement Date without having in effect a valid
waiver of the Pre-Retirement Death Benefit under Section 6A.5(b), if the
participant had earned a nonforfeitable right to a Pension. No Pre-Retirement
Death Benefit shall be payable to the Beneficiary of a participant who dies
before his Pension Commencement Date either without having earned a
nonforfeitable right to a Pension or while having in effect a valid waiver of
the Pre-Retirement Death Benefit under Section 6A.5(b). Except as otherwise
provided in the Plan, whether a participant has earned a nonforfeitable right to
a Pension shall be determined in accordance with Section 5A.1(a).

     5A.3 Post-NRA Distribution.

          (a) Subject to the provisions of subsections (b), (c), and (d), below,
     each Distribution-Eligible Employee (other than an Excluded Employee) who
     completes a Paid Hour of Service after December 31, 2001 may elect to
     receive a Vested Pension commencing as of any March 1, based on the terms
     of the Plan or the Products Plan, as appropriate, and the
     Distribution-Eligible Employee's Accredited Service, Net Credited Service,
     Pension Accrual Service, Average Annual Compensation, and Cash Balance
     Account, as appropriate, as of the immediately preceding December 31;
     provided that a Distribution-Eligible Employee may receive no more than one
     Post-NRA Distribution pursuant to this Section 5A.3 and Section 5.7 (and
     any similar provision in the Products Plan).

          (b) If a Distribution-Eligible Employee receives a Post-NRA
     Distribution pursuant to this Section 5A.3, the amount of any additional
     Pension payable upon the Distribution-Eligible Employee's subsequent
     termination of employment with the Affiliates shall be determined in
     accordance with the following rules:


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                                                                     Article V-A
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<PAGE>


               (i) Subject to paragraph (ii), below, the amount of the
          additional Pension shall be determined under the generally applicable
          provisions of the Plan (determined without regard to this Section
          5A.3).

               (ii) For purposes of paragraph (i), above, (A) the
          Distribution-Eligible Employee's Accredited Service or Pension Accrual
          Service, as applicable, shall be determined solely by reference to
          such service earned after the December 31 as of which his service is
          determined for purposes of subsection (a), above, (B) the
          Distribution-Eligible Employee's Average Annual Compensation shall be
          determined by reference to all of the Distribution-Eligible Employee's
          Monthly Compensation, regardless of whether it was paid for the period
          before or after the December 31 as of which his Average Annual
          Compensation was determined for purposes of subsection (a), above, and
          (C) the Distribution-Eligible Employee's Cash Balance Account shall be
          determined based on Pay Credits and Interest Credits made after the
          December 31 as of which his Cash Balance Account was determined for
          purposes of subsection (a), above.

          (c) A Distribution-Eligible Employee who wishes to elect a Post-NRA
     Distribution must elect such a distribution, in a form and manner
     acceptable to the Committee, during the period established by the Committee
     for this purpose from time to time in its sole discretion.

          (d) Subject to the requirements of Section 6A.5, a
     Distribution-Eligible Employee may elect to receive his distribution
     pursuant to this Section 5A.3 in either the automatic form of payment
     described in Section 6A.5 or in any of the optional forms of payment
     described in Section 6A.6; provided that in determining the amount of any
     lump-sum distribution under Section 6A.6(b)(i) for purposes of this
     subsection (d), the applicable interest rate assumption applied to
     determine the lump sum value of the Employee's benefit derived from any
     non-cash balance formula shall be based on the otherwise applicable rate
     that is effective for a Pension Commencement Date of January 1 or March 1
     of the year in which the distribution is made, whichever produces the
     larger lump-sum distribution. If a Distribution-Eligible Employee who
     receives a distribution pursuant to this Section 5A.3 subsequently becomes
     entitled to receive an additional Pension upon termination of employment
     with the Affiliates in accordance with subsection (b), above, the form of
     such additional Pension shall be governed by the generally applicable
     provisions of the Plan, as if the Distribution-Eligible Employee were then
     first Retiring.

     5A.4 Disability Pension. Any Employee (other than an Excluded Employee) who
completes a Paid Hour of Service after December 31, 2001 and who has 15 or more
years of Net Credited Service shall be entitled to a Disability Pension if he
becomes Disabled. The normal Pension Commencement Date of the Disability Pension
shall be the first day of the month next following the Employee's Normal
Retirement Date. However, the Employee may elect, in accordance with Section
7.8, to have the Disability Pension commence as of the first day of any month
preceding his Normal Retirement Date.

     5A.5 Eligibility for Retiree Medical and Welfare Benefits. To the extent
that eligibility for benefits under the Company's management retiree medical and
welfare benefits plan on or after January 1, 2002 is based on "service


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Restated January 1, 2002
                                                                     Article V-A
                                                                         Page 36
<PAGE>


pension" eligibility, an Employee who terminates employment with all Affiliates
on or after January 1, 2002 shall be "service pension" eligible if he satisfies
one of the following:

          (a) The Employee terminates employment with all Affiliates on or after
     the date he attains Normal Retirement Age;

          (b) The Employee has at least 15 years of Net Credited Service and the
     Employee's combined years and completed months of age and years and partial
     years of Net Credited Service, as determined based on records maintained by
     the Company and its Affiliates, total 75 or more years as of the date the
     Employee terminates employment with all Affiliates.

          (c) The Employee has 15 or more years of Net Credited Service, his
     employment with all Affiliates was terminated by his employer for any
     reason other than age or cause before he attained Normal Retirement Age and
     his years and completed months of age combined with his years and partial
     years of Net Credited Service, as determined based on records maintained by
     the Company and any other Affiliates, on the date of his termination of
     employment equals at least 73.


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Restated January 1, 2002
                                                                     Article V-A
                                                                         Page 37
<PAGE>


                                    ARTICLE V

                ELIGIBILITY FOR PENSION (FOR EXCLUDED EMPLOYEES)

THE PROVISIONS OF THIS ARTICLE V APPLY FOR PURPOSES OF DETERMINING PENSION
ELIGIBILITY FOR PARTICIPANTS WHO ARE EXCLUDED EMPLOYEES.

     5.1 Normal Retirement. Any Excluded Employee who attains Normal Retirement
Age shall have the right to Retire with a fully vested and nonforfeitable
Service Pension commencing as of the first day of the month next following his
Retirement.

     5.2 Required Retirement. This Section applies to Excluded Employees:

          (a) An Employee to whom this subsection (a) applies shall be required
     by the Company to terminate his employment with the Company on his Required
     Retirement Date and shall be entitled on such date to a fully vested and
     nonforfeitable Service Pension. This subsection (a) shall apply to any
     Employee who:

               (i) is a participant in the Plan;

               (ii) has attained Normal Retirement Age (determined without
          regard to subsection (b) of the definition of Normal Retirement Age);

               (iii) for the 2-year period immediately before his Retirement
          pursuant to this Section 5.2, is employed in a bona-fide executive or
          a high policymaking position; and

               (iv) is entitled to an immediate nonforfeitable annual retirement
          benefit of at least $44,000, when calculated as a straight life
          annuity with no ancillary benefits.

     Section 12(c) of ADEA and the regulations thereunder shall apply in
     determining whether the foregoing conditions are satisfied. For purposes of
     paragraph (iv), above, there shall be taken into account retirement
     benefits from pension, profit-sharing, savings, or deferred compensation
     plans, or any combination of such plans, sponsored by one or more
     Affiliates, including, without limitation, any lump sum payments from such
     plans with which it is possible to purchase a straight life annuity and the
     Employee's Accrued Benefit under this Plan. For purposes of paragraph (iv),
     above, there shall not be taken into account retirement benefits derived
     from employee contributions or retirement benefits derived from rollover
     contributions from retirement arrangements not sponsored by an Affiliate.

          (b) Notwithstanding subsection (a), above, to the extent that the
     terms of a written agreement between an Employee and the Company entered
     into on or before March 14, 1991, expressly permit the Employee to remain
     employed by the Company after the Employee's Required Retirement Date, the
     Employee shall not be required to terminate his employment with the Company
     on the Employee's Required Retirement Date, but such Employee shall be
     required to terminate his employment with the Company on the earliest date,
     following the Employee's Required Retirement Date, provided for under such
     agreement.


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                                                                       Article V
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<PAGE>


          (c) The requirement that an Employee terminate his employment with the
     Company in accordance with subsection (a) or (b), above, whichever is
     applicable, shall not deprive the Employee of any Accredited Service to
     which the Employee is otherwise entitled under the Plan, regardless of
     whether such service extends beyond the Employee's Required Retirement Date
     (or such later date as may apply to the Employee in accordance with
     subsection (b)).

     5.3 Early Retirement. This Section applies to Excluded Employees:

          (a) An Employee whose combined age and Accredited Service (of not less
     than 15 years) total 76 or more years, may Retire before attaining Normal
     Retirement Age and shall be entitled to a Service Pension. Credit for
     fractional parts of a year, with respect to both age and Accredited Service
     in excess of 15 years, shall be recognized for each full month of age in
     excess of the Employee's full years of age and for each full week of
     Accredited Service in excess of the Employee's full years of Accredited
     Service.

          (b) Any salaried Employee with 15 or more years of Accredited Service
     whose employment is terminated by his employer for any reason other than
     age or cause before attaining Normal Retirement Age and whose employment is
     terminated either

               (i) within 24 months of the date on which his age combined with
          his years of Accredited Service on the date of his termination of
          employment would equal 76, or

               (ii) within 24 months of the date of his 55th birthday, if his
          combined age and years of Accredited Service equal or exceed 76 on the
          date of his termination of employment,

     shall be eligible to be Retired on a Service Pension computed under Section
     6.1 as of the last day of the month in which, if paragraph (i) applies, his
     age combined with his previously accrued years of Accredited Service equal
     76 or, if paragraph (ii) applies, he attains age 55. However, in no event
     shall an Employee Retiring under this subsection (b) accrue Accredited
     Service for benefit computation purposes for any period after the date of
     his termination of employment.

          (c) The normal Pension Commencement Date of the Service Pension shall
     be the first day of the month next following the Employee's Normal
     Retirement Date. However, the Employee may elect, in accordance with
     Section 7.8, to have his Service Pension commence as of the first day of
     any month following his Early Retirement Date and preceding his Normal
     Retirement Date. The Service Pension of any Employee whose Pension
     Commencement Date occurs prior to attaining age 55 shall be reduced
     pursuant to the schedule set forth in Section 6.1(b).

     5.4 Disability Retirement. Any Excluded Employee with 15 or more years of
Accredited Service shall be entitled to a Disability Pension if he becomes
Disabled and is receiving disability benefits under the Social Security Act. The
normal Pension Commencement Date of the Disability Pension shall be the first
day of the month next following the Employee's Normal Retirement Date. However,
the Employee may elect, in accordance with Section 7.8, to have his Disability
Pension commence as of the first day of


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                                                                       Article V
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<PAGE>


any month preceding his Normal Retirement Date.

     5.5 Deferred Vested Pension. Any Excluded Employee with 5 or more years of
Vesting Service whose employment with the Affiliates terminates other than by
death, but who does not qualify for a Service Pension or Disability Pension,
shall be entitled to a Deferred Vested Pension. The Pension Commencement Date of
the Deferred Vested Pension shall be determined as follows:

          (a) In general, the Pension Commencement Date shall be the first day
     of the month next following the former Employee's Normal Retirement Date.

          (b) However, if such former Employee has 15 or more years of
     Accredited Service, he may elect, in accordance with and subject to Section
     7.8, to have his Deferred Vested Pension commence prior to his Normal
     Retirement Date on the first day of any month following the date on which
     his combined Accredited Service and age equal 76 years. Credit for
     fractional parts of a year, with respect to both Accredited Service in
     excess of 15 years and age, shall be recognized for each full month of age
     in excess of the Employee's full years of age and for each full week of
     Accredited Service in excess of the Employee's full years of Accredited
     Service.

          (c) If a former Employee covered by this Section has 10 or more years
     of Accredited Service, he may elect, in accordance with and subject to
     Section 7.8, to have his Deferred Vested Pension commence prior to his
     Normal Retirement Date on the first day of any month following the date on
     which he attains age 55. The Deferred Vested Pension of any former Employee
     whose Pension Commencement Date occurs prior to his Normal Retirement Date
     shall be reduced in accordance with Section 6.3.

     5.6 Spouse's Pension. This Section applies with respect to Excluded
Employees:

          (a) A Spouse's Pension shall be payable to the Spouse of a participant
     who dies before his Pension Commencement Date without having in effect a
     valid waiver of the Spouse's Pension under Section 6.4(e) or 6A.5(b), if
     the participant:

               (i) had not terminated his employment with the Affiliates but had
          earned a nonforfeitable right to a Pension;

               (ii) had terminated his employment with the Affiliates after (A)
          attaining Normal Retirement Age, (B) meeting the age and Accredited
          Service requirements prescribed by Section 5.3, or (C) meeting the
          requirements prescribed by Section 5.4; or

               (iii) had terminated his employment with the Affiliates after
          acquiring a nonforfeitable right to a Pension but before (A) attaining
          Normal Retirement Age, (B) meeting the age and Accredited Service
          requirements prescribed by Section 5.3, or (C) meeting the
          requirements prescribed by Section 5.4.

     No Spouse's Pension shall be payable to the Spouse of a participant who
     dies before his Pension Commencement Date either without having earned a
     nonforfeitable right to a Pension or while having in effect a valid waiver
     of the Spouse's Pension under


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Article V
                                                                         Page 40
<PAGE>


     Section 6.4(e) or 6A.5(b). Except as otherwise provided in the Plan,
     whether a participant has earned a nonforfeitable right to a Pension shall
     be determined in accordance with Section 5.5.

     5.7 Post-NRA Distribution. This Section applies to Excluded Employees:

          (a) Subject to the provisions of subsections (b), (c), and (d), below,
     each Distribution-Eligible Employee may elect to receive a Service Pension
     commencing as of any March 1, based on the terms of the Plan or the
     Products Plan, as appropriate, and the Distribution-Eligible Employee's
     Accredited Service and Average Annual Compensation as of the immediately
     preceding December 31; provided that a Distribution-Eligible Employee may
     receive no more than one Post-NRA Distribution pursuant to this Section 5.7
     and Section 5A.3 (and any similar provision in the Products Plan).

          (b) If a Distribution-Eligible Employee receives a Post-NRA
     Distribution pursuant to this Section 5.7, the amount of any additional
     Pension payable upon the Distribution-Eligible Employee's subsequent
     termination of employment with the Affiliates shall be determined in
     accordance with the following rules:

               (i) Subject to clause (ii), below, the amount of the additional
          Pension shall be determined under the generally applicable provisions
          of the Plan (determined without regard to this Section 5.7).

               (ii) For purposes of clause (i), above, (A) the
          Distribution-Eligible Employee's Accredited Service shall be
          determined solely by reference to Accredited Service earned after the
          December 31 as of which his Accredited Service is determined for
          purposes of subsection (a), above, and (B) the Distribution-Eligible
          Employee's Average Annual Compensation shall be determined by
          reference to all of the Distribution-Eligible Employee's Monthly
          Compensation, regardless of whether it was paid for the period before
          or after the December 31 as of which his Average Annual Compensation
          was determined for purposes of subsection (a), above.

          (c) A Distribution-Eligible Employee who wishes to elect a Post-NRA
     Distribution must elect such a distribution, in a form and manner
     acceptable to the Committee, during the period established by the Committee
     for this purpose from time to time in its sole discretion.

          (d) Subject to the requirements of Section 6A.5, a
     Distribution-Eligible Employee may elect to receive his distribution
     pursuant to this Section 5.7 in either the automatic form of payment
     described in Section 6A.5 or in any of the optional forms of payment
     described in Section 6A.6; provided that in determining the amount of any
     lump-sum distribution under Section 6A.6(b)(i) for purposes of this
     subsection (d), the applicable interest rate assumption shall be based on
     the otherwise applicable rate that is effective for a Pension Commencement
     Date of January 1 or March 1 of the year in which the distribution is made,
     whichever produces the larger lump-sum distribution. If a Distribution-
     Eligible Employee who receives a distribution pursuant to this Section 5.7
     subsequently becomes entitled to receive an additional Pension upon
     termination of employment with the Affiliates in accordance with subsection
     (b), above, the form of such additional Pension shall be governed by the
     generally


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Article V
                                                                         Page 41
<PAGE>


applicable provisions of the Plan, as if the Distribution-Eligible Employee were
then first Retiring.



























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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Article V
                                                                         Page 42
<PAGE>


                                  ARTICLE VI-A

COMPUTATION OF PENSIONS (FOR OTHER THAN EXCLUDED EMPLOYEES) AND FORM OF PAYMENT

THE PROVISIONS OF THIS ARTICLE VI-A APPLY FOR PURPOSES OF COMPUTING PENSIONS FOR
PARTICIPANTS, OTHER THAN EXCLUDED EMPLOYEES, WHO COMPLETE A PAID HOUR OF SERVICE
AT ANY TIME ON OR AFTER JANUARY 1, 2002 AND FOR DETERMINING THE FORM OF PAYMENT
FOR ANY PENSION WITH A PENSION COMMENCEMENT DATE ON OR AFTER JANUARY 1, 2002.
(FORMER EMPLOYEES WHO ARE CREDITED, PURSUANT TO A SCHEDULE OR OTHER PLAN
PROVISION, WITH SERVICE FOR EMPLOYMENT AFTER 2001 WITH A COMPANY THAT IS NOT AN
AFFILIATE (E.G., BALTIMORE TECHNOLOGIES EMPLOYMENT DESCRIBED IN SCHEDULE III)
SHALL NOT COMPLETE A PAID HOUR OF SERVICE BY REASON OF SUCH CREDIT.)

     6A.1 Plan Benefit Formulas. Each Employee (other than an Excluded Employee)
who completes a Paid Hour of Service at any time on or after January 1, 2002,
shall accrue benefits under one or more benefit formulas set forth in this
Section 6A.1. Benefits under the Plan are also subject to the adjustments
described in subsection (e), below, for Other Pension Plan benefits, subsection
(f), below, for Unconverted Annuity Benefits, Section 7.3 relating to benefits
paid prior to reemployment or to suspended benefits, Article XIII relating to
transferred employees, and any other adjustments that may apply pursuant to any
other provision or Schedule of the Plan (including any adjustment for Monthly
Compensation that may be credited after the Employee's termination of employment
pursuant to subsection (b)(ii)(H) of the definition of "Monthly Compensation" in
Article II). The Employee's Accrued Benefit shall be the Pension determined
under Section 6A.2.

          (a) Cash Balance Formula. For an Employee described in this Section
     6A.1, the benefits accrued under the Plan's cash balance formula shall
     equal the Employee's Cash Balance Account, if any, accruals under which are
     determined by the increase in such Cash Balance Account from year to year.
     An Employee's Cash Balance Account shall equal the sum of (i), (ii) and
     (iii), below:

               (i) Opening Balance. The opening balance credited to the
          Employee, if any:

                    (A) As of January 1, 2002, the Cash Balance Account of a
               Former Bell Atlantic Employee shall be credited with the
               Employee's cash balance account determined as of December 31,
               2001 under the Enterprises Plan, if any, after the crediting of
               pay credits and/or interest credits for the month of December 31,
               2001;

                    (B) As of January 1, 2002, the Cash Balance Account of a
               Former GTE Employee who was actively participating in the
               Products Plan on December 31, 2001 and who is an Employee on
               January 1, 2002 shall be credited with an opening balance equal
               to the greater of (I) or (II), below:

                         (I) the product determined by multiplying the factor
                    from the Table referred to in Exhibit A based on the
                    Employee's age and Accredited Service under the Products
                    Plan, both determined in


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 43
<PAGE>



                    completed years and months as of December 31, 2001 (but
                    excluding Accredited Service that was earned before the
                    distribution date for any Employee paid an in-service
                    distribution under Section 5A.3 (or any similar provision of
                    the Products Plan) or before a prior termination of
                    employment by a rehired participant who previously received
                    a lump sum payment of his entire accrued benefit from the
                    Plan, or any Accredited Service that is credited solely for
                    Pension eligibility purposes), by the Employee's "rate of
                    annual compensation" as of December 31, 2001. For purposes
                    of this calculation, the Employee's "rate of annual
                    compensation" shall equal the sum of:

                              (a) The greater of the Employee's annual base pay
                    rate as of October 1, 2001 or as of January 1, 2002; plus

                              (b) Compensation, other than base pay (or imputed
                    base pay), taken into account from October 1, 2000 through
                    September 30, 2001 for purposes of determining the
                    Employee's Monthly Compensation under the Products Plan, but
                    excluding Senior Manager Short-Term Incentives; plus

                              (c) The Employee's bonus under the GTE Executive
                    Incentive Plan for 2000, if any;

                    provided, however, that the Employee's annual rate of
                    compensation shall not exceed $200,000.

                         (II) the actuarial equivalent of the accrued benefit
                    the Employee had earned under the Products Plan as of
                    December 31, 2001 determined using the assumptions described
                    in Exhibit A (adjusted to reflect any prior lump sum
                    distribution in accordance with the provisions of the
                    Products Plan).

                    (C) As of the date on or after January 1, 2002 that benefits
               and liabilities are transferred for the Employee from another
               cash balance plan maintained by an Affiliate pursuant to Section
               13.1 or from an Interchange Company Pension Plan pursuant to
               Section 13.3, the participant's Cash Balance Account shall be
               credited with the amount, if any, credited to his cash balance
               account under the Affiliate plan or Interchange Company Pension
               Plan as of the date of the transfer.

               (ii) Pay Credits. Pay Credits shall be added to an Employee's
          Cash Balance Account as of the end of each calendar month beginning on
          or after January 1, 2002 in which the Employee has Monthly
          Compensation. The Pay Credit for a given month equals the applicable
          Pay Credit Percentage determined under the table below multiplied by
          the Employee's Monthly Compensation for such month. For these
          purposes, an Employee's points for any month during a calendar year
          shall equal the sum of (A) the Employee's age (determined without
          regard to any years previously added to the Employee's age under the
          terms of the Plan or a Prior Plan in connection with an early
          retirement window or any other pension enhancement), as of January 1
          of such year, expressed in whole and fractional years, with any
          additional


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 44
<PAGE>


          fraction of a year calculated in days divided by 365, plus (B) the
          Employee's Net Credited Service as of January 1 of such year,
          expressed in whole and fractional years, with any additional fraction
          of a year calculated in days divided by 365, and the sum shall be
          truncated to delete less than whole points.

          --------------------------------- -------------------------
                                     Points     Pay Credit Percentage
          --------------------------------- -------------------------
                               Less than 35              4%
          --------------------------------- -------------------------
          At least 35, but not more than 49              5%
         ---------------------------------- -------------------------
          At least 50, but not more than 64              6%
          --------------------------------- -------------------------
                                 65 or more              7%
          --------------------------------- -------------------------

               (iii) Interest Credits. Interest Credits shall be added to an
          Employee's or former Employee's Cash Balance Account as of the end of
          each calendar month beginning on or after January 1, 2002 and ending
          before the Pension Commencement Date. In addition, Interest Credits
          shall be applied to Pay Credits made after the Employee's termination
          of employment and after the Pension Commencement Date, pursuant to
          subsection (b)(ii)(H) of the definition of "Monthly Compensation" in
          Article II, from the month in which the Pay Credit is made until the
          end of the last calendar month ending before the date such amounts are
          paid to the former Employee or his Beneficiary or applied to increase
          monthly payments to such individual. Except as provided under Section
          13.3(b)(ii) for a cash balance account transferred from an Interchange
          Company Pension Plan, the dollar value of Interest Credits added to an
          Employee's or former Employee's Cash Balance Account as of the end of
          a calendar month shall be equal to the product of the balance of the
          Cash Balance Account as of the end of the prior month (after adding
          Pay Credits and Interest Credits for the prior month) to the extent
          not previously paid to the Employee or his Beneficiary, times the
          Interest Credit Percentage.

          (b) Highest Average Pay Formula. An Employee who is described in this
     Section 6A.1 who is a Transition-Eligible Employee shall be eligible to
     accrue benefits under the Plan's highest average pay formula. For a
     Transition-Eligible Employee, the benefits accrued under the Plan's highest
     average pay formula shall be an annual pension payable to the Employee in
     the form of a single life annuity commencing on the first day of the month
     next following his Normal Retirement Date that is equal to the sum of (i)
     and (ii), below:

               (i) the product determined by multiplying the Employee's years of
          Pension Accrual Service for eligible service through December 31, 2007
          by 1.35 percent of his Average Annual Compensation determined as of
          the earlier of December 31, 2007 or the date the Employee terminates
          employment with all Affiliates; plus

               (ii) the product determined by multiplying the Employee's Net
          Monthly Compensation by 1.35 percent.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 45
<PAGE>


               (c) Grandfathered GTE Benefit Formula. A Former GTE Employee who
          is an Employee described in this Section 6A.1 and who had an accrued
          benefit under the terms of the Products Plan as of December 31, 2001
          (or, for an Employee whose benefits were transferred from the Verizon
          Management Pension Plan to the Plan pursuant to Section 13.1, under
          the terms of the Verizon GTE Service Corporation Plan for Employees'
          Pensions) shall be eligible for benefits under the Plan's
          grandfathered GTE benefit formula. For the Former GTE Employee, the
          benefits accrued under the Plan's grandfathered GTE benefit formula
          shall be an annual pension payable to the Employee in the form of a
          single life annuity commencing on the first day of the month next
          following his Normal Retirement Date that is equal to the sum of (i),
          (ii) and (iii), below:

                    (i) the amount determined under the formula described in
               Section 6.1 (and Section 6.3, if appropriate), as if such formula
               had been in effect through the earlier of May 31, 2004, or the
               date the Employee terminates employment with all Affiliates; plus

                    (ii) if the Employee is also a Former Bell Atlantic Employee
               due to a period of employment with a Bell Atlantic Company before
               his employment with any GTE Company, the single life annuity
               amount, if any, payable commencing on the first day of the month
               next following the Employee's Normal Retirement Date determined
               under the terms of the Enterprises Plan (or, for an Employee
               whose benefits were transferred from the Verizon Management
               Pension Plan to the Plan pursuant to Section 13.1, under the
               terms of Verizon's Bell Atlantic Cash Balance Plan) based on the
               accrued benefit derived from a non-cash balance formula that the
               Employee had earned under such plan as of December 31, 2001; plus

                    (iii) if the Employee is a Transition-Eligible Employee and
               is an Employee after May 31, 2004, the benefit calculated under
               the highest average pay formula described in subsection (b),
               above, but using only Pension Accrual Service earned for
               employment after May 31, 2004.

          (d) Grandfathered Bell Atlantic Benefit Formula. A Former Bell
     Atlantic Employee who is an Employee described in this Section 6A.1 and who
     had an accrued benefit under the terms of the Enterprises Plan as of
     December 31, 2001 (or, for an Employee whose benefits were transferred from
     the Verizon Management Pension Plan to the Plan pursuant to Section 13.1,
     under the terms of Verizon's Bell Atlantic Cash Balance Plan) shall be
     eligible for benefits under the Plan's grandfathered Bell Atlantic benefit
     formula. For the Former Bell Atlantic Employee, the benefits accrued under
     the Plan's grandfathered Bell Atlantic benefit formula shall be an annual
     pension payable to the Employee in the form of a single life annuity
     commencing on the first day of the month next following his Normal
     Retirement Date that is equal to the sum of (i), (ii) and (iii), below:

               (i) the single life annuity amount, if any, payable commencing on
          the first day of the month next following the Employee's Normal
          Retirement Date determined under the terms of the Enterprises Plan
          (or, for an Employee whose benefits were transferred from the Verizon
          Management Pension Plan to the


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 46
<PAGE>


          Plan pursuant to Section 13.1, under the terms of Verizon's Bell
          Atlantic Cash Balance Plan) based on the accrued benefit derived from
          a non-cash balance formula that the Employee had earned under such
          plan as of December 31, 2001 and determined, in the case of a
          participant who is an Employee on January 1, 2002, as if any service
          bridging waiting period that the Employee was in the process of
          completing on December 31, 2001 had been completed; plus

               (ii) if the Employee is also a Former GTE Employee due to a
          period of employment with a GTE Company before his employment with any
          Bell Atlantic Company, the single life annuity amount, if any, payable
          commencing on the first day of the month next following the Employee's
          Normal Retirement Date determined under the terms of the Products Plan
          (or, for an Employee whose benefits were transferred from the Verizon
          Management Pension Plan to the Plan pursuant to Section 13.1, under
          the terms of the Verizon GTE Service Corporation Plan for Employees'
          Pensions) as in effect on the date prior to January 1, 2002 that the
          Employee's accruals under the Plan ceased; plus

               (iii) if the Employee is a Transition-Eligible Employee, the
          benefit calculated under the highest average pay formula described in
          subsection (b), above, but using only Pension Accrual Service earned
          for employment after December 31, 2001.

          (e) Offsets for Benefits Under Other Pension Plans. The amounts
     determined under subsections (a) through (d), above, shall be reduced by:

               (i) the amount (if any) payable from any Other Pension Plan; and

               (ii) the amount required to be paid by the Company or another
          Affiliate pursuant to any foreign law or regulation on account of
          termination or separation from employment, expressed in United States
          currency.

     For purposes of paragraph (i), above, the amount (if any) payable from any
     Other Pension Plan shall be the amount of a benefit payable in the form of
     a single life annuity (or other form of payment elected under the Plan)
     commencing on the participant's or Beneficiary's actual or assumed Pension
     Commencement Date that is the actuarial equivalent of the same or similar
     benefit payable commencing on the same date under the Other Pension Plan.
     For this purpose, actuarial equivalence shall be determined based on an
     interest rate of 7 percent per annum and the TPF&C 1971 Forecast Mortality
     Table for Males (with ages set back 2 years in the case of Employees and 4
     years in the case of Spouses and Beneficiaries), except that the actuarial
     assumptions described in Attachment 1 to Exhibit A shall be applied in the
     event payment of Plan benefits is to be made in the form of a lump sum. The
     reduction required pursuant to paragraph (ii) above shall be applied
     directly against the amounts otherwise payable under the Plan; and in the
     case of a participant whose Pension Commencement Date occurs after the date
     of any payment described in paragraph (ii), the amount of the reduction
     shall be adjusted to an amount equal to the amount of the payment described
     in paragraph (ii), compounded at an interest rate of 7% per annum from the
     time of payment until such amount has been completely offset against the
     participant's pension payments.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 47
<PAGE>


          (f) Unconverted Annuity Benefits. In the event an Employee described
     in this Section 6A.1 has an Unconverted Annuity Benefit under the Plan, the
     Employee's benefit derived from such Unconverted Annuity Benefit shall
     equal such Unconverted Annuity Benefit expressed in the form of a single
     life annuity commencing on the first day of the month next following his
     Normal Retirement Date, as determined under the terms of the Plan under
     which such benefit was accrued, as in effect on the last day of the
     Employee's active participation in such plan. An Employee's Unconverted
     Annuity Benefit shall be combined with his cash balance formula benefit for
     purposes of calculating benefits payable to the Employee from the Plan.

     6A.2 Vested Pension at Pension Commencement Date. For a former Employee
(other than an Excluded Employee) who completes a Paid Hour of Service at any
time on or after January 1, 2002, subject to the adjustments described in
Section 7.3 relating to benefits paid prior to reemployment or to suspended
benefits, Article XIII relating to transferred employees, and any other
adjustments that may apply pursuant to any other provision or Schedule of the
Plan (including any adjustment for Monthly Compensation that may be credited
after the former Employee's termination of employment pursuant to subsection
(b)(ii)(H) of the definition of "Monthly Compensation" in Article II), the
annual Vested Pension payable to the former Employee in the form of a single
life annuity commencing on the Employee's Pension Commencement Date shall equal
the greatest of the amounts determined under subsections (a) through (d), below,
as applicable to the former Employee:

          (a) Cash Balance Formula Benefit Plus Unconverted Annuity Benefit. The
     sum of (i) the former Employee's Cash Balance Account, if any, as of the
     Pension Commencement Date, converted, using the assumptions described in
     Attachment 2 to Exhibit A, to an actuarially equivalent single life annuity
     benefit payable commencing on the former Employee's Pension Commencement
     Date, and reduced as described in Section 6A.1(e), plus (ii) the former
     Employee's benefit derived from his Unconverted Annuity Benefit described
     in Section 6A.1(f), if any, reduced for early commencement under the terms
     of the plan under which such benefit was accrued, as in effect on the last
     day of the Employee's active participation in such plan, but subject to any
     adjustment more favorable to the Employee as may be provided in Exhibit A
     for a deferred vested pension;

          (b) Highest Average Pay Formula Benefit. The former Employee's benefit
     amount determined under Section 6A.1(b), if any, determined after the
     reduction described in Section 6A.1(e), and multiplied by the appropriate
     factor determined under (i), (ii), or (iii), below, if the former
     Employee's Pension Commencement Date occurs before the first day of the
     month next following the former Employee's Normal Retirement Date:

               (i) Rule of 75. If the former Employee has at least 15 years of
          Net Credited Service, and the Employee's combined years and completed
          months of age and years and partial years of Net Credited Service, as
          determined based on records maintained by the Company and any other
          Affiliates, total 75 or more years as of the date the Employee
          terminates employment with all Affiliates ("rule of 75"), the
          appropriate factor shall be determined from the table below:


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 48
<PAGE>


          ===================================== ===================
          Pension Commencing At Age                  Percentage

          ------------------------------------- -------------------
                 55 and over                           100%
          ------------------------------------- -------------------
                      54                               97%
          ------------------------------------- -------------------
                      53                               94%
          ------------------------------------- -------------------
                      52                               91%
          ------------------------------------- -------------------
                      51                               88%
          ------------------------------------- -------------------
                      50                               85%
          ------------------------------------- -------------------
                 49 and under                          82%
          ===================================== ===================

          In the case of a fractional part of a year, the above percentages
          shall be adjusted at the rate of 1/4 of 1 percent (0.25%) for each
          full month by which the Pension Commencement Date follows the first
          day of the month after the attainment of age 49 through age 54. For
          the purpose of this calculation, the Pension Commencement Date shall
          be deemed to occur not earlier than the first day of the month
          following the Employee's 49th birthday.

               (ii) Rule of 73. If the former Employee has 15 or more years of
          Net Credited Service, his employment with all Affiliates was
          terminated by his employer for any reason other than age or cause
          before he attained Normal Retirement Age, his years and completed
          months of age combined with his years and partial years of Net
          Credited Service, as determined based on records maintained by the
          Company and any other Affiliates, on the date of his termination of
          employment equals at least 73 ("rule of 73"), and his Pension
          Commencement Date occurs as of the first day of the month following
          the month in which his age combined with his previously accrued years
          of Net Credited Service equal 75, the appropriate factor shall be
          determined from the table in (i), above. If the Employee's Pension
          Commencement Date should occur on a date earlier than the date
          described in the preceding sentence, an additional reduction of 0.6%
          per month shall be applied for each month the Pension Commencement
          Date occurs before the date described in the preceding sentence.

               (iii) Deferred Vested Reductions. If the former Employee is not
          described in paragraph (i) or (ii) of this Section 6A.2(b), the
          appropriate factor shall be determined from the Table referred to in
          Exhibit A.

          (c) Grandfathered GTE Benefit. The sum, after the reduction described
     in Section 6A.1(e), of (i) the aggregate of the benefit amounts described
     under Section 6A.1(c)(i) and (iii), if any, multiplied by the appropriate
     factor determined under Section 6A.2(b)(i) through (iii), above, if the
     former Employee's Pension Commencement Date occurs before the first day of
     the month next following the former Employee's Normal Retirement Date, plus
     (ii) the benefit amount described in Section 6A.1(c)(ii), if any, adjusted
     for early commencement, if appropriate, as prescribed by the terms of the
     Enterprises Plan (or Verizon's Bell Atlantic Cash Balance Plan, if
     applicable) as in effect on December 31, 2001, except that the unreduced
     pension age for the modified former pension formula service pension shall
     be age 59 for a qualifying Employee, even if the Employee terminates
     employment with the Affiliates after 2001, and such adjustment shall be
     subject to any adjustment more favorable to the Employee, as may be
     provided in Exhibit A for a deferred vested pension.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 59
<PAGE>


          (d) Grandfathered Bell Atlantic Benefit. The sum, after the adjustment
     described in Section 6A.1(e), of:

               (i) the benefit amount described under Section 6A.1(d)(i), if
          any, adjusted for early commencement, if appropriate, as prescribed by
          the terms of the Enterprises Plan (or Verizon's Bell Atlantic Cash
          Balance Plan, if applicable) as in effect on December 31, 2001, except
          that the unreduced pension age for the modified former pension formula
          service pension shall be age 59 for a qualifying Employee, even if the
          Employee terminates employment with the Affiliates after 2001, and
          such adjustment shall be subject to any adjustment more favorable to
          the Employee as may be provided in Exhibit A for a deferred vested
          pension; and

               (ii) the aggregate of the benefit amounts described under Section
          6A.1(d)(ii) and (iii), if any, multiplied by the appropriate factor
          determined under Section 6A.2(b)(i) through (iii), above, if the
          former Employee's Pension Commencement Date occurs before the first
          day of the month next following the former Employee's Normal
          Retirement Date.

     6A.3 Disability Pension. Subject to the adjustments described in Section
7.3 relating to benefits paid prior to reemployment, Article XIII relating to
transferred employees, and any other adjustments that may apply pursuant to any
other provision or Schedule of the Plan (including any adjustment for Monthly
Compensation that may be credited after the former Employee's termination of
employment pursuant to subsection (b)(ii)(H) of the definition of "Monthly
Compensation" in Article II), the annual Disability Pension payable to a Retired
Employee (other than an Excluded Employee) who completes a Paid Hour of Service
at any time on or after January 1, 2002, in the form of a single life annuity
commencing on his Pension Commencement Date, shall equal the greatest of:

          (a) Cash Balance Benefit Plus Unconverted Annuity Benefit. The amount
     described for the Employee in Section 6A.2(a);

          (b) Highest Average Pay Formula Benefit. The amount described for the
     Employee in Section 6A.2(b), if any, with no reduction for early
     commencement;

          (c) Grandfathered GTE Benefit. The amount described for the Employee
     in Section 6A.2(c), if any, with no reduction for early commencement for
     the amounts described in Section 6A.2(c)(i); or

          (d) Grandfathered Bell Atlantic Benefit. The amount described for the
     Employee in Section 6A.2(d), if any, with no reduction for early
     commencement for the amounts described in Section 6A.2(d)(ii).

     6A.4 Pre-Retirement Death Benefits. The following provisions apply with
respect to an Employee (other than an Excluded Employee) who completes a Paid
Hour of Service at any time on or after January 1, 2002. The Pre-Retirement
Death Benefit payable to a Beneficiary who qualifies for a Pre-Retirement Death
Benefit under Section 5A.2 shall be determined as follows:


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                                                                    Article VI-A
                                                                         Page 50
<PAGE>


          (a) Amount of Pre-Retirement Death Benefit. Subject to the adjustments
     described in Section 7.3 relating to benefits paid prior to reemployment or
     to suspended benefits, Article XIII relating to transferred employees, and
     any other adjustments that may apply pursuant to any other provision or
     Schedule of the Plan (including any adjustment for Monthly Compensation
     that may be credited after the former Employee's termination of employment
     pursuant to subsection (b)(ii)(H) of the definition of "Monthly
     Compensation" in Article II), the amount of the Pre-Retirement Death
     Benefit payable to the Beneficiary shall equal the greater of:

               (i) the actuarial equivalent of the balance of the participant's
          Cash Balance Account plus the actuarial equivalent of the
          participant's Unconverted Annuity Benefit, if any, payable on the
          Beneficiary's Pension Commencement Date, both expressed in the form of
          payment applicable to the Beneficiary under subsection (c), as
          determined using the Tables or other factors referenced in Exhibit A;
          or

               (ii) based on the greatest of the benefits described in Sections
          6A.2(b), (c) or (d), as applicable, the actuarial equivalent in the
          form of payment applicable to the Beneficiary under subsection (c),
          below, determined using the Tables or other factors referenced in
          Exhibit A, of the survivor annuity benefit that would have been
          payable to the Beneficiary under the 50% Joint-Survivor Pension
          (Qualified Joint and Survivor Annuity, if the Spouse is the only
          Beneficiary) if the participant had:

                    (A) terminated employment with the Affiliates on the date of
               his death (or, if earlier, on the date of his actual termination
               of employment with the Affiliates);

                    (B) elected as his Pension Commencement Date for a benefit
               in the form of a 50% Joint-Survivor Pension (or a Qualified Joint
               and Survivor Annuity) the commencement date applicable to the
               Beneficiary in accordance with subsection (d); and

                    (C) died on the Pension Commencement Date;

          provided, however, that no early commencement reduction shall be
          applied in determining the survivor annuity payable to a Spouse
          Beneficiary of an Employee who dies before his Normal Retirement Date,
          while in the service of a Control Group Affiliate (including a period
          of service described in Section 4A.1(d)).

     If the Beneficiary of a Pre-Retirement Death Benefit is one individual, the
     Beneficiary's age in years and completed months shall be used to determine
     the amount of the Pre-Retirement Death Benefit. If there is more than one
     Beneficiary, the age of the oldest Beneficiary shall be used to determine
     the amount of the Pre-Retirement Death Benefit. If the Beneficiary is not
     an individual, the Beneficiary will be assumed to be the same age as the
     participant.

          (b) Notice to Participants and Beneficiary Designations. A participant
     may designate one or more Beneficiaries (natural or otherwise) to receive
     any Pre-Retirement Death Benefit that may be payable in the event of his
     death, as described below:


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                                                                    Article VI-A
                                                                         Page 51
<PAGE>


               (i) The Plan shall deliver, to each participant:

                         (A) a general description of the Pre-Retirement Death
                    Benefit that may be payable in the event of the
                    participant's death before his Pension Commencement Date;

                         (B) notice of the participant's right to designate a
                    Beneficiary, and the right to revoke a prior designation;
                    and

                         (C) a general explanation of the rights of the
                    participant's Spouse.

          The foregoing information shall be delivered in a manner which will
          reasonably assure that it will be received: (I) as soon as practicable
          after an individual becomes a participant; and also (II) within the
          period beginning with the first day of the Plan Year in which the
          participant reaches age 32 and ending with the close of the Plan Year
          in which the participant reaches age 35. In the case of a participant
          who accrues a nonforfeitable interest in his Accrued Benefit,
          terminates employment with all Affiliates before he reaches age 35,
          and does not promptly receive a distribution of his entire Accrued
          Benefit in a lump sum, the Plan shall deliver to the participant the
          said information within the two-year period beginning one year before
          the participant's termination of employment with all Affiliates and
          ending one year after such date, with respect to benefits accrued
          before termination of employment. The Committee shall also provide
          each participant eligible to waive Pre-Retirement Death Benefit
          coverage pursuant to Section 6A.5(b) with the written explanation
          described in this paragraph (i). The Committee shall provide such
          written explanation at the same time as it provides the written
          explanation described in Section 6A.5(e).

               (ii) A participant who is unmarried may, at any time before the
          earlier of his death or Pension Commencement Date designate one or
          more Beneficiaries for the Pre-Retirement Death Benefit in the form
          and manner prescribed by the Committee. If the participant is
          unmarried on the date of his death and has no valid Beneficiary
          designation in effect, the Pre-Retirement Death Benefit shall be
          payable to the participant's estate.

               (iii) For a participant who is married, in the absence of any
          action to designate a Beneficiary, the participant's Spouse as of the
          date of his death shall be the sole Beneficiary of any Pre-Retirement
          Death Benefit that may become payable under the Plan. A participant
          may waive his Spouse's eligibility for the Pre-Retirement Death
          Benefit and may designate one or more alternate Beneficiaries at any
          time after he becomes married and before the earlier of his death or
          Pension Commencement Date, as described below:

                    (A) Any election to waive the Spouse's eligibility for the
               Pre-Retirement Death Benefit shall not take effect unless (I) the
               Spouse consents irrevocably to such election, (II) the Spouse's
               consent acknowledges the designation of one or more other
               Beneficiaries, and


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                                                                    Article VI-A
                                                                         Page 52
<PAGE>


               (III) the Spouse's consent is witnessed by a notary public or
               authorized plan representative. Any consent of a Spouse shall be
               valid only with respect to the Spouse who signs the consent, and
               the designated Beneficiary(ies) acknowledged by the Spouse. Any
               subsequent change of Beneficiary designation will require a new
               spousal consent. The requirements of this paragraph (A) may be
               waived if it is established to the satisfaction of the Committee
               that the consent cannot be obtained because there is no Spouse,
               or because the Spouse cannot be located, or because of such other
               circumstances as may be prescribed by applicable regulations, in
               which case a Beneficiary designation may be delivered without a
               spousal consent and will be deemed to be a valid election.

                    (B) Any election to waive the Spouse's eligibility for the
               Pre-Retirement Death Benefit may be revoked by the participant,
               without the consent of the Spouse, at any time before his death
               or Pension Commencement Date in the form and manner prescribed by
               the Committee. Any actual or constructive election which purports
               to make a Spouse eligible for the Pre-Retirement Death Benefit
               will automatically be revoked, and the Spouse shall cease to be
               eligible to receive the Pre-Retirement Death Benefit, if and when
               that Spouse is divorced from the participant, except to the
               extent ordered to the contrary by a Qualified Domestic Relations
               Order. However, if the participant subsequently remarries, the
               new Spouse will automatically be treated as the sole designated
               Beneficiary for the Pre-Retirement Death Benefit unless and until
               a waiver and designation of an alternate beneficiary are
               thereafter delivered in accordance with the terms of the Plan.

                    (C) Notwithstanding anything in this paragraph (iii) to the
               contrary, if a participant waives his Spouse's eligibility for
               the Pre-Retirement Death Benefit and/or designates one or more
               persons other than the Spouse as Beneficiary for the
               Pre-Retirement Death Benefit before January 1st of the Plan Year
               in which the participant is to reach age 35, such waiver and/or
               designation shall become invalid on said January 1st. After such
               date, the participant, with the consent of his Spouse, may make a
               new waiver and election in accordance with paragraphs (A) and
               (B), above. If no new waiver is delivered after such January 1st,
               the participant's Spouse shall be the sole person eligible to
               receive any Pre-Retirement Death Benefit which may thereafter
               become payable.

          (c) Form of Payment. If the participant's Beneficiary is his Spouse,
     such Spouse may elect to receive the Pre-Retirement Death Benefit either in
     the form of a single life annuity or in the form of a lump sum. If the
     Beneficiary is an individual other than the participant's Spouse, the
     participant's estate, two or more designated Beneficiaries or a trust, the
     Pre-Retirement Death Benefit shall be payable solely in the form of a lump
     sum (partitioned in equal fractions, in the case of multiple designated
     Beneficiaries). An election by a Spouse to receive a lump sum must be made
     within 90 days before the Pension Commencement Date.


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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 53
<PAGE>


          (d) Pre-Retirement Death Benefit Commencement Date. The Pension
     Commencement Date for the Pre-Retirement Death Benefit shall be the latest
     to occur of:

               (i) the first day following the participant's death;

               (ii) the date on which the Committee receives an application for
          the benefit, in the form and manner prescribed by the Committee, from
          all surviving designated Beneficiaries; or

               (iii) if the Spouse is the only Beneficiary, the deferred Pension
          Commencement Date elected by the Spouse, provided that the Spouse may
          not defer commencement to a date later than the first day of the month
          next following the participant's Normal Retirement Date.

     If the Spouse is not the sole Beneficiary, payment of the Pre-Retirement
     Death Benefit must occur as soon as administratively practicable following
     the participant's death.

          (e) Pre-Retirement Death Benefit Not Payable if Waived. No
     Pre-Retirement Death Benefit shall be payable to the Beneficiary of a
     participant who dies before his Pension Commencement Date either without
     having earned a nonforfeitable right to a Pension or while having in effect
     a valid waiver of the Pre-Retirement Death Benefit under Section 6A.5(b).

     6A.5 Automatic Forms of Payment.

          (a) Automatic Form. Unless he elects another form of payment in
     accordance with the provisions of this Section 6A.5:

               (i) a participant who is married on his Pension Commencement Date
          shall receive his Pension in the form of a Qualified Joint and
          Survivor Annuity, and

               (ii) a participant who is not married on his Pension Commencement
          Date shall receive his Pension in the form of a single life annuity.

          (b) Waiver of Automatic Form. A participant may elect to waive the
     default form of Pension otherwise payable to him under subsection (a),
     above, and to receive his Pension in another form of benefit pursuant to
     the following terms and conditions:

               (i) The Qualified Joint and Survivor Annuity payable by default
          under subsection (a)(i), above, shall be a Joint-Survivor Pension
          under which a 50-percent survivor annuity is payable to the
          participant's Spouse as Beneficiary. A participant who is married on
          his Pension Commencement Date may elect to waive the default Qualified
          Joint and Survivor Annuity in favor of an alternative form of
          Qualified Joint and Survivor Annuity, which shall be a Joint-Survivor
          Pension under which either a 66-2/3 percent or a 100-percent survivor
          annuity is payable to the participant's Spouse as Beneficiary. In
          addition, a participant who is married on his Pension Commencement
          Date may elect to waive the default Qualified Joint and Survivor
          Annuity in favor of a single life annuity or any optional form of
          benefit described in Section 6A.6.


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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 54
<PAGE>


               (ii) A participant who is not married on his Pension Commencement
          Date may elect to waive the single life annuity payable by default
          under subsection (a)(ii), above, in favor of any optional form of
          benefit described in Section 6A.6.

               (iii) A participant who makes an election under this subsection
          (b) shall designate the alternative form of benefit in which he wishes
          to receive his Pension. Any election of a Joint-Survivor Pension or a
          Pop-Up Annuity must be accompanied by proof of the Beneficiary's age
          satisfactory to the Committee.

               (iv) During the 90-day period that ends on his Pension
          Commencement Date, a married participant who elects to receive his
          Pension in any form other than a Qualified Joint and Survivor Annuity
          also may waive the Spouse's Pension or Pre-Retirement Death Benefit,
          which would be provided pursuant to Section 5.6 or 5A.2, as
          applicable, if the participant's death were to occur after termination
          of employment and before his Pension Commencement Date. In no event
          may the participant waive the Spouse's Pension benefit or
          Pre-Retirement Death Benefit, that would be provided pursuant to
          Section 5.6 or 5A.2, as applicable, if the participant's death were to
          occur on or before the date of termination of employment, and, in the
          event of the participant's death before termination of employment, the
          only benefit payable with respect to such participant shall be the
          Spouse's Pension or Pre-Retirement Death Benefit described in Section
          5.6 or 5A.2, as applicable. The waiver of such Spouse's Pension
          coverage or Pre-Retirement Death Benefit coverage pursuant to this
          paragraph (iv) shall be subject to the terms and conditions in Section
          6.4(d)(i) through (iv) or Section 6A.4(b)(i) through (iii), as
          applicable, and shall be effective for the period beginning on the
          later of (A) the day after the participant's final day of employment
          with the Affiliates or (B) the date on which the Committee receives
          the participant's waiver, and ending on the earlier of (x) the
          participant's Pension Commencement Date, or (y) the date on which the
          waiver is revoked. This provision shall apply only to a Former GTE
          Employee and only if such waiver is effective before May 31, 2004.

               (v) A married participant who elects to receive his Pension in
          any form of Qualified Joint and Survivor Annuity shall not be entitled
          to waive the Spouse's Pension coverage or Pre-Retirement Death Benefit
          coverage for which he otherwise is eligible at any time during the
          90-day period that ends on his Pension Commencement Date.

               (vi) Any waiver of Spouse's Pension coverage previously in effect
          with respect to a participant shall be revoked automatically at the
          beginning of the 90-day period that ends on his Pension Commencement
          Date, unless the participant elects to receive his Pension in a form
          other than a Qualified Joint and Survivor Annuity.

          (c) Revoking Waiver of Automatic Form. An election under subsection
     (b), above, may be revoked either automatically in the circumstances
     described in subsection (f), below, or by filing a written revocation with
     the Committee in a form and in a manner acceptable to the Committee. After
     any such revocation, a new


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 55
<PAGE>


     election under subsection (b), above, may be made at any time before the
     participant's Pension Commencement Date (or during such other period
     permitted or required by law). However, except as provided in Section 7.3
     or as the Committee may otherwise provide on the basis of uniform and
     nondiscriminatory rules, any election under subsection (b), above, shall be
     irrevocable after the participant's Pension Commencement Date.

          (d) Conditions for Elections. An election or revocation of an election
     under subsections (b) and (c), above, shall be subject to the following
     terms and conditions:

               (i) Any election or revocation shall be made within the 90-day
          period ending on the participant's Pension Commencement Date (or
          during such other period permitted or required by law) by giving
          written notice in such form and manner as may be required by the
          Committee.

               (ii) If a participant who is married on his Pension Commencement
          Date elects to receive his Pension in any form other than a Qualified
          Joint and Survivor Annuity, the election shall be ineffective unless
          the participant's Spouse consents in writing to the election, the
          consent acknowledges the effect of the election, and the consent is
          witnessed by a notary public or authorized plan representative. The
          Spouse's consent must acknowledge the effect of the form of benefit
          that the participant has elected, as well as the effect of any
          Beneficiary or Beneficiaries (including any class of Beneficiaries and
          any contingent Beneficiaries) that the participant has designated. Any
          consent by a Spouse shall be irrevocable unless the participant agrees
          to a revocation.

               (iii) Subsection (d)(ii), above, shall not apply if the Committee
          determines that the consent required therein cannot be obtained
          because there is no Spouse, because the Spouse cannot be located, or
          because of any other circumstances that are specified by regulation,
          revenue ruling, notice, or other guidance of general applicability
          issued by the Department of the Treasury.

               (iv) Any consent by a Spouse pursuant to subsection (d)(ii),
          above, shall be effective only with respect to that Spouse. Similarly,
          any establishment that the consent of a Spouse cannot be obtained for
          any of the reasons described in subsection (d)(iii), above, shall be
          effective only with respect to that Spouse.

               (v) Any consent by a Spouse pursuant to subsection (d)(ii),
          above, shall be effective only as long as the participant makes no
          change in the designated Beneficiary or class of Beneficiaries.

          (e) Notices to Participants. The Committee shall provide to each
     participant, not less than 30 days nor more than 90 days before his Pension
     Commencement Date (or during such other period permitted or required by
     law), a written explanation of:

               (i) The material features and relative financial values of the
          forms of benefit, to which the participant is entitled, or that he
          could elect to receive, under the Plan;

               (ii) In the case of a married participant, his right to elect to
          waive, the


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 56
<PAGE>


          effect of his electing to waive, and the requirements (including any
          spousal consent requirements) applicable to his electing to waive, the
          Qualified Joint and Survivor Annuity payable by default under
          subsection (a)(i), above, in favor of any other form of payment to
          which he is otherwise entitled under the Plan;

               (iii) In the case of a participant other than a married
          participant, his right to elect to receive, and the effect of his
          electing to receive, any other form of benefit to which he is entitled
          under the Plan in lieu of the single life annuity specified in
          subsection (a)(ii), above;

               (iv) In the case of a participant who is entitled to elect
          commencement of a form of payment before his Normal Retirement Date,
          his right not to elect such early commencement; and

               (v) The terms and conditions (if any) under which an election by
          a participant, or a consent by the Spouse of a married participant,
          may be revoked, and the effect of such revocation.

     Notwithstanding the foregoing, no notice pursuant to this subsection (e)
     shall be required in the case of a participant who is required to receive
     his Pension in the form of a lump sum payment pursuant to Section 7.6. In
     addition, a participant's Pension Commencement Date may be less than 30
     days after the foregoing information is received by the participant if:

                    (A) the participant is given notice of his right to a 30-day
               election period in which to consider whether (I) to waive the
               automatic form of payment and elect an optional form, and (II) to
               the extent applicable, consent to the distribution;

                    (B) the participant affirmatively elects a distribution and
               form of payment and the Spouse, if necessary, consents to the
               form of payment elected;

                    (C) the participant is permitted to revoke his affirmative
               election at any time prior to the Pension Commencement Date or,
               if later, the expiration of a 7-day period beginning on the day
               after the explanation described in this Section is provided to
               the participant; and

                    (D) distribution to the participant does not commence before
               the expiration of the 7-day period described in (C), above.

          (f) Death of Participant or Beneficiary.

               (i) If the designated Beneficiary with respect to a
          Joint-Survivor Pension or a Pop-Up Annuity dies before the
          participant's Pension Commencement Date, the election (including, if
          applicable, any election pursuant to subsection (b), above, to waive
          Spouse's Pension or Pre-Retirement Death Benefit coverage) shall be
          void, and the participant shall be deemed not to have previously
          elected a Joint-Survivor Pension or Pop-Up Annuity. If the designated
          Beneficiary with respect to a Joint-Survivor Pension dies before the


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 57
<PAGE>


          participant, but after the Pension Commencement Date, the amount of
          the Pension thereafter payable to the participant shall not be
          affected in any way as a result thereof. If the designated Beneficiary
          with respect to a Pop-Up Annuity dies before the participant, but
          after the Pension Commencement Date, the amount of the Pension
          thereafter payable to the participant shall be adjusted as described
          in Section 6A.6(d).

               (ii) If a participant whose pre-retirement death benefit is
          determined under Section 6.4 dies before his Pension Commencement Date
          without having made a valid election of an optional form of payment
          described in Section 6A.6, no individual shall have a right to any
          payment under the Plan with respect to the participant, unless the
          participant is survived by a Spouse who is entitled to a Spouse's
          Pension.

               (iii) If a participant dies before his Pension Commencement Date
          after terminating employment with the Affiliates and after having made
          (and not revoked) a valid election of a Joint-Survivor Pension (and
          after having made (and not revoked) a valid waiver of the Spouse's
          Pension or the Pre-Retirement Death Benefit, whichever applies),
          leaving the designated Beneficiary with respect to the Joint-Survivor
          Pension surviving him, the Beneficiary shall be eligible to receive
          the survivor annuity payable under such Joint-Survivor Pension as if
          the Employee had died on the day following his Pension Commencement
          Date. This provision shall apply only to a Former GTE Employee and
          only if the waiver is effective before May 31, 2004.

               (iv) If a participant dies before his Pension Commencement Date
          after terminating employment with the Affiliates and after having made
          (and not revoked) a valid election of a lump sum distribution
          described in Section 6A.6(b) (and after having made (and not revoked)
          a valid waiver of the Spouse's Pension or the Pre-Retirement Death
          Benefit, whichever applies), the lump sum distribution shall be paid
          to the participant's designated Beneficiary (or, if the participant
          has not designated a Beneficiary, or if none of his designated
          Beneficiaries survives him, the lump sum distribution shall be paid to
          the executor of the participant's will or the administrator of his
          estate). This provision shall apply only to a Former GTE Employee and
          only if the waiver is effective before May 31, 2004.

               (v) If a participant dies before his Pension Commencement Date
          after terminating employment with the Affiliates and after having made
          (and not revoked) a valid election of a Five-Year Certain and Life
          Annuity Option described in Section 6A.6(c) (and after having made
          (and not revoked) a valid waiver of the Spouse's Pension or the
          Pre-Retirement Death Benefit, whichever applies), the participant's
          designated Beneficiary shall be eligible to receive the five-year
          certain payments pursuant to such option as if the Employee had died
          on the day following his Pension Commencement Date (or, if the
          participant has not designated a Beneficiary, or if none of his
          designated Beneficiaries survives him, the five-year certain payments
          pursuant to such option shall be paid to the executor of his will or
          the administrator of his estate). This provision shall apply only to a
          Former GTE Employee and only if the waiver is effective before May 31,
          2004.


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 58
<PAGE>


               (vi) If a participant dies on or after his Pension Commencement
          Date, any distribution that was scheduled to be paid to him on or
          before his date of death but that was not paid to him on or before his
          date of death due to administrative or other delay shall be paid
          instead to the executor of his will or the administrator of his
          estate.

          (g) Applicability. This Section 6A.5 shall apply to any participant
     who completed at least one Hour of Service with an Affiliate on or after
     August 23, 1984 and whose Pension Commencement Date occurs on or after
     January 1, 2002.

          (h) Transition Rules. Notwithstanding subsection (g), above, if

               (i) a participant completed at least one Hour of Service under a
          predecessor to the Plan (from which assets were transferred directly
          to the Plan) on or after September 2, 1974,

               (ii) section 401(a)(11) of the Code, as in effect on August 22,
          1984, would not otherwise apply to the participant,

               (iii) Section 6.4, 6A.4 or 6A.5 does not otherwise apply to the
          participant, and

               (iv) as of August 23, 1984, the participant was alive and had not
          reached his Pension Commencement Date,

     unless the participant declines the annuity in writing, any Pension payable
     to or on behalf of the participant shall be paid as a joint and survivor
     annuity, within the meaning of section 401(a)(11) of the Code (as in effect
     on August 22, 1984), with a 50-percent survivor annuity, for the benefit of
     the participant and his Spouse (if any); provided, that this subsection (h)
     shall not apply to the extent that equivalent benefits would otherwise be
     provided by the Plan.

     6A.6 Optional Forms of Payment.

          (a) Joint-Survivor Pension.

               (i) A Retired Employee shall be eligible to elect to receive
          benefits in the form of a Joint-Survivor Pension that is actuarially
          equivalent to the Plan's single life annuity. Under the Joint-Survivor
          Pension, a reduced amount shall be payable to the Retired Employee for
          his lifetime. The Beneficiary, if surviving at the Retired Employee's
          death, shall be entitled to receive thereafter a lifetime survivor
          benefit in an amount equal to 100 percent, 66-2/3 percent, 50 percent,
          or 33-1/3 percent, as elected by the Employee, of the reduced amount
          that had been payable to the Retired Employee.

               (ii) The reduced amount payable to the Retired Employee shall be
          determined as prescribed by Section 6.1, 6.2, 6.3, 6A.2 or 6A.3 as the
          case may be, except that the amount obtained shall be multiplied by
          the appropriate actuarial factor in the Table referred to in Exhibit
          A. The appropriate actuarial factor shall be determined for any
          Employee and his Beneficiary as of the Employee's Pension Commencement
          Date.


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 59
<PAGE>




               (iii) If an Employee designates any individual other than his
          Spouse as his Beneficiary, the 100% Joint-Survivor Pension will only
          be available if the designated Beneficiary is not more than 10 years
          younger than the Employee and the 66-2/3% Joint-Survivor Pension will
          only be available if the designated Beneficiary is not more than 24
          years younger than the Employee.

          (b) Lump Sum Distribution Option.

               (i) Except as provided otherwise in a Schedule, any Retired
          Employee who will qualify for a Pension under Section 5.1, 5.2, 5.3,
          5.5 or 5A.1 may elect to receive his Pension in the form of a lump sum
          distribution. The amount of any such lump sum distribution shall be
          determined as described in Exhibit A.

               (ii) Except as provided otherwise in a Schedule, any Retired
          Employee who will qualify for a Disability Pension under Section 5.4
          or 5A.4 may elect to receive his Disability Pension in the form of a
          lump sum distribution. The amount of any such lump sum distribution
          shall be determined as described in Exhibit A.

               (iii) Notwithstanding anything to the contrary in Section 7.1,
          the payment of a Pension in the form of a lump sum distribution shall
          be made in a single taxable year of the recipient and shall be made on
          or as soon as practicable after an Employee's Pension Commencement
          Date.

          (c) Five-Year or Ten-Year Certain and Life Annuity Option. A Retired
     Employee shall be eligible to elect to receive his benefits in the form of
     an annuity that is actuarially equivalent to the Plan's single life annuity
     and that provides equal monthly payments for the life of the Retired
     Employee, with the condition that if the Retired Employee dies before he
     has received 60 or 120 monthly payments, the Employee's designated
     Beneficiary shall receive monthly payments in the same amount as the
     Retired Employee until a total of 60 or 120 monthly payments have been made
     to the Retired Employee and his Beneficiary combined. For purposes of the
     preceding sentence, actuarial equivalence shall be determined based on the
     appropriate factor from the Table referred to in Exhibit A. A Retired
     Employee shall be eligible to elect the form of payment described in this
     subsection (c) with a total of 60 or 120 monthly payments guaranteed, as
     elected by the Retired Employee.

          (d) Pop-Up Annuity.

               (i) A Retired Employee shall be eligible to elect to receive
          benefits in the form of a Pop-Up Annuity that is actuarially
          equivalent to the Plan's single life annuity. Under the Pop-Up
          Annuity, a reduced amount shall be payable to the Retired Employee for
          his lifetime. The Beneficiary, if surviving at the Retired Employee's
          death, shall be entitled to receive thereafter a lifetime survivor
          benefit in an amount equal to 100 percent, 75 percent, or 50 percent,
          as elected by the Employee, of the reduced amount that had been
          payable to the Retired Employee. If the Beneficiary predeceases the
          Retired Employee, upon written notice of the Beneficiary's death
          delivered to the Committee by the Retired Employee, the benefit shall
          be converted to a single life annuity


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 60
<PAGE>


          payable for the life of the Retired Employee and the amount of the
          monthly benefit shall be increased effective with the payment for the
          month following the month in which the Beneficiary's death occurs, so
          that each subsequent pension payment is equal to 100% of the monthly
          pension to which the Employee was entitled if payment had originally
          commenced in the form of a single life annuity; provided, however,
          that in the event notice of the Beneficiary's death is provided to the
          Committee after the first anniversary of the Beneficiary's death, the
          adjustment described in this sentence shall not be effective for any
          payment made before the payment for the month following the month in
          which the Committee receives such notice.

               (ii) The reduced amount payable to the Retired Employee shall be
          determined as prescribed by Section 6.1, 6.2, 6.3, 6A.2 or 6A.3, as
          the case may be, except that the amount obtained shall be multiplied
          by the appropriate actuarial factor from the Table referred to in
          Exhibit A.

               (iii) If an Employee designates any individual other than his
          Spouse as his Beneficiary, and (A) the Employee is more than 19 years
          older than the Beneficiary, neither a 75% nor a 100% Pop-Up Annuity
          may be elected, and (B) the Employee is more than 10 but not more than
          19 years older than the Beneficiary, a 100% Pop-Up Annuity may not be
          elected.

          (e) Combination Annuity and Lump-Sum. A Retired Employee may choose to
     receive a specified portion (in increments of 10% and not to exceed 50%) of
     his Accrued Benefit under the lump-sum option described in Section 6A.6(b),
     with the remaining percentage of his Accrued Benefit payable as an annuity
     under Section 6A.6(a), (c) or (d). Both the lump-sum portion and the
     annuity portion of the Accrued Benefit must have the same Pension
     Commencement Date.

          (f) Forms of Payment for Transferred Benefits. An accrued benefit that
     is transferred to the Plan under Section 13.1 from a plan of the Company or
     another Affiliate or under Section 13.3 from an Interchange Company Pension
     Plan shall be distributed in the automatic form described in Section 6A.5
     unless, subject to the spousal consent requirements of Section 6A.5(d), the
     Retired Employee elects to receive such benefit in one of the optional
     payment forms described in this Section 6A.6 (subject to this subsection
     (f)) or, to the extent required by the anti-cutback rules set forth in
     section 411(d)(6) of the Code and Treasury Regulations issued thereunder,
     in one of the optional payment forms described in the plan from which such
     benefit was transferred. Optional payment forms which are not otherwise
     available under the Plan and are required to be grandfathered for a
     transferred accrued benefit, shall be available only with respect to such
     transferred benefit (which shall be converted to such optional form
     following the terms of the plan from which the benefit was transferred). If
     a Retired Employee elects a grandfathered optional form for his transferred
     accrued benefit, he must make a separate form of payment election for the
     remainder of his or her Accrued Benefit from among the forms of payment
     otherwise available under the Plan. If a particular form of payment is
     available both under the Plan and the transferor plan, the amount payable
     from the Plan to the Retired Employee in such optional form shall in no
     event be less than the transferred accrued benefit adjusted for early
     payment and payment form under the terms of the transferor plan.


-------------------------------------------
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Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 61
<PAGE>


          (g) Applicability. Except as provided otherwise in any Schedule, this
     Section 6A.6 shall apply to all Plan participants with Pension Commencement
     Dates on or after January 1, 2002 regardless of the date the participant
     terminated employment with all Affiliates.

     6A.7 Limitations on Pensions.

          (a) In addition to any other limits set forth in the Plan, and
     notwithstanding any other provision of the Plan, in no event shall the
     annual amount of any retirement benefit payable with respect to a
     participant under the Plan exceed the maximum annual amount permitted by
     section 415 of the Code at benefit commencement for a retirement benefit
     payable in the form and commencing at the age provided for with respect to
     the participant. The determination in the preceding sentence shall be made
     after taking into account the retirement benefits payable with respect to
     the participant under all other defined benefit plans required to be
     aggregated with this Plan under section 415(f)(1)(A) of the Code and, for
     limitation years beginning before January 1, 2000, after taking into
     account the annual additions with respect to the participant under all
     defined contribution plans required to be aggregated under section
     415(f)(1)(B) of the Code.

          (b) If the limits imposed by subsection (a), above, with respect to a
     participant would otherwise be exceeded, the retirement benefits and, for
     limitation years beginning before January 1, 2000, annual additions with
     respect to the participant under the plans described in subsection (a),
     above, shall be reduced until those limits are satisfied. For purposes of
     applying the preceding sentence, the retirement benefits payable with
     respect to the participant under the defined benefit plans described in
     subsection (a), above, shall be reduced before the annual additions with
     respect to the participant are reduced under the defined contribution plans
     described in subsection (a), above. Among plans of the same type (defined
     benefit or defined contribution), reductions shall be made in reverse
     chronological order, that is, on a plan-by-plan basis, beginning with the
     plan under which the participant most recently accrued a benefit or was
     allocated an annual addition, and ending with the plan under which the
     participant least recently accrued a benefit or was allocated an annual
     addition.

          (c) The limits imposed by subsection (a), above, shall be applied on
     the basis of:

               (i) subject to subsection (d), for limitation years beginning
          before January 1, 1995, an interest rate assumption of 5 percent per
          annum, compounded annually, and for limitation years beginning on or
          after January 1, 1995, in accordance with section 415(b)(2)(E) of the
          Code, as amended by section 767 of the Uruguay Round Agreements Act
          (as subsequently amended by section 1449 of the Small Business Job
          Protection Act of 1996),

               (ii) the definition of compensation in Treas. Reg.ss.
          1.415-2(d)(11)(i), adjusted for limitation years beginning after
          December 31, 1997 to include deferrals described in Code section
          415(c)(3)(D),

               (iii) any cost-of-living increase that the Plan is permitted to
          take into account under section 415(d) of the Code,


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 62
<PAGE>


               (iv) any applicable transition rule prescribed in section 1106(i)
          of the Tax Reform Act of 1986, and

               (v) any other applicable transition rule that preserves a
          participant's accrued benefit under the Plan as of the effective date
          of the enactment or amendment of section 415 of the Code.

     Notwithstanding any provision in this Section 6A.7 to the contrary, for
     each participant who was previously a participant in a Prior Plan and who
     does not complete a Paid Hour of Service on or after January 1, 2002, the
     limits described in this Section shall be applied in accordance with the
     terms of such Prior Plan as set forth in Section 6A.11. For each
     participant who was previously a participant in the Enterprises Plan and
     who completes a Paid Hour of Service on or after January 1, 2002, the
     Pension paid to such participant (or his Beneficiary) shall be
     automatically adjusted at the beginning of each limitation year to reflect
     the maximum amount allowable under section 415 of the Code for such
     limitation year; provided, however, that such adjustment shall not apply to
     a benefit paid to a participant or his Beneficiary that has previously
     started on a Pension Commencement Date on or after January 1, 2002 under
     the Plan (other than pursuant to Section 7.7(i)) if:

                    (A) the participant's or Beneficiary's benefit was paid from
               the Plan in the form of a lump sum; or

                    (B) as of such Pension Commencement Date the participant or
               Beneficiary had a Code section 415 excess benefit provided
               through a non-qualified plan maintained by the Company.

          (d) Notwithstanding the foregoing, application of the amendments
     described in subsection (c)(i) of this Section 6A.7 shall not cause a
     participant's accrued benefit (including any optional benefit) determined
     under the provisions of the Plan to be less than the greater of:

               (i) the participant's accrued benefit based on all service
          credited under the Plan taking into account the limitations of section
          415 of the Code in effect as of the date of the determination; or

               (ii) the sum of

                    (A) the participant's accrued benefit under the terms of the
               applicable Prior Plan in effect as of December 31, 1999,
               determined using the limitations of section 415 of the Code in
               effect as of December 7, 1994 (the "old-law limits"), but
               disregarding any change in the Prior Plan adopted after December
               31, 1999 (unless relevant to the application of the "old-law
               limits") and any cost of living adjustment under Code section
               415(d) effective after December 31, 1999, and

                    (B) the participant's accrued benefit based solely on
               service after December 31, 1999, taking into account the
               limitations of section 415 of the Code in effect as of the date
               of the determination;


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 63
<PAGE>




               provided, however, that this provision shall be applied to
               benefits accrued under the Enterprises Plan by substituting
               "December 31, 1994" for "December 31, 1999" wherever it appears
               in (ii)(A), above, and by disregarding (ii)(B), above.

          (e) This Section 6A.7 is intended to satisfy the requirements imposed
     by section 415 of the Code and shall be construed in a manner that will
     effectuate this intent. This Section 6A.7 shall not be construed in a
     manner that would impose limitations that are more stringent than those
     required by section 415 of the Code.

     6A.8 Eligible Rollover Distributions.

          (a) Right to Elect Rollover. Notwithstanding any provision of the Plan
     to the contrary that would otherwise limit a distributee's election under
     this Section 6A.8, a distributee may elect, at the time and in the manner
     prescribed by the Committee, to have any portion of an eligible rollover
     distribution paid directly to an eligible retirement plan specified by the
     distributee in a direct rollover.

          (b) Definitions.

               (i) Eligible rollover distribution: An eligible rollover
          distribution is any distribution of all or any portion of the balance
          to the credit of the distributee, except that an eligible rollover
          distribution does not include: any distribution that is one of a
          series of substantially equal periodic payments (not less frequently
          than annually) made for the life (or life expectancy) of the
          distributee or the joint lives (or joint life expectancies) of the
          distributee and the distributee's designated beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under section 401(a)(9) of the Code; and
          the portion of any distribution that is not includible in gross income
          (determined without regard to the exclusion for eligible rollover
          distributions or the exclusion for net unrealized appreciation with
          respect to employer securities).

               (ii) Eligible retirement plan: An eligible retirement plan is an
          individual retirement account described in section 408(a) of the Code,
          an individual retirement annuity described in section 408(b) of the
          Code, an annuity plan described in section 403(a) of the Code, or a
          qualified trust described in section 401(a) of the Code, that accepts
          the distributee's eligible rollover distribution. However, in the case
          of an eligible rollover distribution to the surviving spouse, an
          eligible retirement plan is an individual retirement account or
          individual retirement annuity.

               (iii) Distributee: A distributee includes an employee or former
          employee. In addition, the employee's or former employee's surviving
          spouse and the employee's or former employee's spouse or former spouse
          who is the alternate payee under a qualified domestic relations order,
          as defined in section 414(p) of the Code, are distributees with regard
          to the interest of the spouse or former spouse.

               (iv) Direct rollover: A direct rollover is a payment by the Plan
          to the eligible retirement plan specified by the distributee.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 64
<PAGE>


     6A.9 Increases After Pension Commencement Date Due to Additional
Compensation. To the extent that a Pension payable to a Retired Employee or
Beneficiary increases after the Pension Commencement Date due to the crediting
of additional Monthly Compensation under subsection (b)(ii)(H) of the definition
of "Monthly Compensation" in Article II, the Retired Employee's or Beneficiary's
benefit payments shall automatically be adjusted to reflect such increase on a
prospective basis as soon as administratively practicable following the date
such compensation is paid. The increase in the Retired Employee's or
Beneficiary's benefit shall be paid in the same form of payment as applied to
the Retired Employee's or Beneficiary's benefit on the original Pension
Commencement Date.

     6A.10 No Other Ancillary Benefits. No ancillary benefit, including but not
limited to the "1991 Death Benefit" previously provided under the Enterprises
Plan, shall be payable to, or on behalf of, a participant who completes a Paid
Hour of Service at any time on or after January 1, 2002, unless payment of such
benefit is specifically provided for in Articles V-A and VI-A of this Plan.

     6A.11 Merger of Products Plan into Plan as of November 30, 2001. Effective
immediately after the close of business on November 30, 2001, all assets held
under the Products Plan were transferred to, and merged with the assets of, the
Enterprises Plan, which is the predecessor to this Plan. All employees of the
Company who were active participants in the Products Plan immediately prior to
the merger became participants in the Plan as of the merger date, and through
December 31, 2001, together with any eligible employees of co-sponsors of the
Products Plan who would have become participants in the Products Plan had the
merger not occurred, continued to participate in the Plan under the terms and
conditions set forth in the Products Plan immediately prior to the merger. All
employees of the Company who were active participants in the Enterprises Plan
immediately prior to the merger continued to be participants in the Plan as of
the merger date, and through December 31, 2001, together with any eligible
employees of participating employers in the Enterprises Plan who would have
become participants in the Enterprises Plan had the merger not occurred,
continued to participate in the Plan under the terms and conditions set forth in
the Enterprises Plan immediately prior to the merger. Notwithstanding any
provision in the Plan to the contrary except Section 6A.12, all benefits payable
on or after December 31, 2001 to persons entitled to benefits from the Products
Plan portion of the Plan or the Enterprises Plan portion of the Plan as of
December 31, 2001 who do not complete a Paid Hour of Service after December 31,
2001 shall be determined and paid as follows:

          (a) Benefits in pay status to participants as of December 31, 2001
     shall continue to be paid in accordance with the provisions of the
     applicable Prior Plan.

          (b) Retirement benefits for which payments have not begun by December
     31, 2001, that are payable to participants in a Prior Plan who do not
     complete a Paid Hour of Service after December 31, 2001, shall be
     determined (with respect to eligibility and amount) and shall be
     distributed (with respect to timing) in accordance with the provisions of
     the applicable Prior Plan as in effect as of such person's Separation From
     Service Date (except to the extent provided otherwise by a subsequent
     amendment to the Prior Plan); provided, however, that (i) the forms of
     payment available to the participant shall be determined under Sections
     6A.5 and 6A.6, (ii) conversion of the single life annuity benefit payable
     to the participant to a benefit payable in the form elected by the
     participant shall be determined using the factors described in Exhibit A,
     (iii) monthly payments of accrued benefits from the Enterprises Plan shall
     be made as


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 65
<PAGE>



     of the first of each month (instead of in arrears), (iv) the reduction for
     payment prior to normal retirement age of a deferred vested pension shall
     be determined using the factors described in Exhibit A, and (v) the
     reduction for payment prior to normal retirement age of a deferred vested
     pension that is derived from an unconverted annuity pension benefit under
     the Enterprises Plan shall be determined using the factors described in
     Exhibit A to the extent such factors provide a higher benefit than the
     similar factors provided for in the plan under which such benefit was
     accrued.

          (c) Pre-retirement death benefits and/or ancillary death benefits
     payable with respect to a former participant in a Prior Plan that have not
     been paid (or commenced to be paid) by December 31, 2001 shall be
     determined (with respect to eligibility and amount) and shall be
     distributed (with respect to timing and form of payment) in accordance with
     the provisions of the applicable Prior Plan as in effect as of such
     participant's Separation From Service Date (except to the extent provided
     otherwise by a subsequent amendment to the Prior Plan); provided, however,
     that (i) monthly payments of accrued benefits from the Enterprises Plan
     shall be made as of the first of each month (instead of in arrears), (ii)
     the joint and survivor annuity conversion factors described in Exhibit A
     shall be used to convert a single life annuity to a joint and survivor
     annuity form of payment to the extent required to calculate the survivor
     benefit, (iii) the reduction for payment prior to normal retirement age of
     a deferred vested pension shall be determined using the factors described
     in Exhibit A, to the extent required to calculate the survivor benefit, and
     (iv) the reduction for payment prior to normal retirement age of a deferred
     vested pension that is derived from an unconverted annuity pension benefit
     under the Enterprises Plan shall be determined using the factors described
     in Exhibit A if such factors provide a higher benefit than the similar
     factors provided for in the plan under which such benefit was accrued, to
     the extent required to calculate the survivor benefit.

     6A.12 Option for Certain Participants Terminating Employment in 2001. Any
participant in a Prior Plan whose last day (i) of active employment with the
Affiliates, and (ii) of active participation in the applicable Prior Plan is a
day on or after April 1, 2001 and before January 1, 2002 may elect, in the time
and manner prescribed by the Committee, to receive a pension that is equal to
the Pension determined for the participant under Articles V-A and VI-A. A
participant described in the preceding sentence who is not eligible for Company
retiree medical and welfare benefits, or who is otherwise determined by the
Committee to have no reason to forego the election, shall be deemed to make the
election described in this Section 6A.12. The following rules shall apply with
respect to such elections:

          (a) A participant's last day of active employment shall include the
     last day of vacation actually taken, but shall be determined without regard
     to a participant's accrued and unused vacation or banked vacation.

          (b) If the participant elects to have his Pension determined under
     Articles V-A and VI-A, such Pension shall be paid in lieu of the pension
     benefit otherwise payable under the terms of the applicable Prior Plan in
     which he was a participant at termination of employment, but only to the
     extent a higher benefit payment will result.

          (c) If the participant makes an election under this Section 6A.12 and
     is eligible for retiree medical and welfare benefits, he shall receive
     retiree medical and welfare benefits under the new Verizon retiree medical
     and welfare benefits program effective January 1, 2002, in lieu of the
     retiree benefits to which he would have been eligible


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 66
<PAGE>


     under the retiree benefit program in effect at his employment termination.

          (d) If the participant dies while an employee actively participating
     in a Prior Plan on or after April 1, 2001 and prior to January 1, 2002, he
     shall be deemed to have made the election described in this Section 6A.12
     unless the participant would have been eligible for retiree medical and
     welfare benefits and is married on the date of his death, in which case the
     election shall be made (or not made) by the participant's Spouse.

          (e) The Pension determined under Article VI-A for a participant making
     the election described in this Section 6A.12 shall be based on:

               (i) Monthly Compensation, determined as described in subsection
          (b)(i) of the definition of "Monthly Compensation" in Article II based
          on the participant's compensation through his termination date;

               (ii) Accredited Service, Net Credited Service and Pension Accrual
          Service, determined as described in the applicable Prior Plan or
          Article IV-A based on service through his termination date; and

               (iii) for a Former GTE Employee who is an active participant in
          the Products Plan at the time he terminates employment, an opening
          cash balance account, determined using a "rate of annual compensation"
          equal to the sum of:

                    (A) the participant's annual base pay rate as of the date
               the participant terminates employment with all Affiliates;

                    (B) Compensation, other than base pay (or imputed base pay),
               taken into account for purposes of determining the participant's
               Monthly Compensation under the Products Plan for the
               twelve-consecutive-month period immediately preceding the date
               the participant terminates employment with all Affiliates, but
               excluding Senior Manager Short-Term Incentives; and

                    (C) The participant's bonus under the GTE Executive
               Incentive Plan for 2000, if any;

          provided, however, that the participant's annual rate of compensation
          shall not exceed $170,000.

          (f) For a Former GTE Employee who is eligible to make an election
     under this Section 6A.12, eligibility for an immediate Service Pension
     shall be determined under the "rule of 75" or "rule of 73" described in
     Section 6A.2(b), in lieu of under the rules described in the Products Plan.

          (g) If a participant who makes an election under this Section 6A.12 is
     not eligible to start pension payments immediately at employment
     termination under the terms of the applicable Prior Plan in which he is
     then a participant, the participant may start his pension on or after
     January 1, 2002 as described in Articles V-A and VI-A, notwithstanding any
     provision in the Plan to the contrary.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 67
<PAGE>


          (h) Optional forms of payment that are available under Section 6A.6
     only for Pension Commencement Dates occurring on or after January 1, 2002
     shall not be available to a participant described in this Section unless he
     delays his Pension Commencement Date to a date on or after January 1, 2002.

          (i) During 2002, the benefit of each participant (or Beneficiary of a
     participant) who makes an election under this Section 6A.12 and begins to
     receive his pension benefit prior to January 1, 2002 shall be recalculated
     as of his Pension Commencement Date (in the form of payment in effect as of
     the Pension Commencement Date) taking into account the provisions of
     Articles V-A, VI-A (including any optional form conversion factors first
     effective in 2002) and this Section 6A.12. Any such participant (or
     Beneficiary) who is receiving monthly benefits from the Plan and for whom
     the recalculated monthly payment is greater than the original monthly
     payment shall receive a lump-sum true-up payment equal to the aggregate
     underpayments for each month for which payment was made prior to true-up,
     including interest at the lump sum conversion rate in effect for the
     participant (or Beneficiary) at his pension commencement, and thereafter
     monthly payments from the Plan shall be increased to the recalculated
     monthly amount. In the event such participant (or Beneficiary) received
     payment in the form of a lump sum and the recalculated lump sum amount is
     larger than the lump sum previously paid, the participant (or Beneficiary)
     shall receive a lump sum true-up payment equal to the difference between
     the two amounts, including interest at the lump sum conversion rate in
     effect for the participant (or Beneficiary) at his pension commencement.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article VI-A
                                                                         Page 68
<PAGE>


                                   ARTICLE VI

                COMPUTATION OF PENSIONS (FOR EXCLUDED EMPLOYEES)

THE PROVISIONS OF THIS ARTICLE VI APPLY FOR PURPOSES OF COMPUTING PENSIONS FOR
PARTICIPANTS WHO ARE EXCLUDED EMPLOYEES.

     6.1 Service Pension. This Section applies to Excluded Employees:

          (a) Subject to subsections (b) through (d), below, the annual Service
     Pension payable to a Retired Employee in the form of a single life annuity
     commencing on the first day of the month next following his Normal
     Retirement Date shall equal the greater of the amounts determined under
     paragraphs (i) and (ii), below.

               (i) The amount determined under this paragraph (i) is the product
          determined by multiplying the Retired Employee's years of Accredited
          Service by the sum of (1) 1.15 percent of his Average Annual
          Compensation not in excess of the Social Security Integration Level,
          and (2) 1.45 percent of his Average Annual Compensation in excess of
          the Social Security Integration Level.

               (ii) The amount determined under this paragraph (ii) is the
          product determined by multiplying the Retired Employee's years of
          Accredited Service by 1.35 percent of his Average Annual Compensation.

          (b) If an Employee begins receiving his Service Pension as of any date
     that precedes his Normal Retirement Date, the amount determined under
     subsection (a), above, shall be multiplied by the appropriate percentage
     indicated below:

            =============================================== ============
            Pension Commencing At Age                    Percentage
            ---------------------------------------- -----------------
                      55 and over                           100%
            ---------------------------------------- -----------------
                           54                               97%
            ---------------------------------------- -----------------
                           53                               94%
            ---------------------------------------- -----------------
                           52                               91%
            ---------------------------------------- -----------------
                           51                               88%
            ---------------------------------------- -----------------
                           50                               85%
            ---------------------------------------- -----------------
                      49 and under                          82%
            ======================================== =================

     In the case of a fractional part of a year, the above percentages shall be
     adjusted at the rate of 1/4 of 1 percent (0.25%) for each full month by
     which the Pension Commencement Date follows the first day of the month
     after the attainment of age 49 through age 54. For the purpose of this
     calculation, the Pension Commencement Date shall be deemed to occur not
     earlier than the first day of the month following the Employee's 49th
     birthday.

          (c) The amount determined in subsections (a) and (b), above, shall not
     be less than the applicable amount according to the Employee's years of
     Accredited Service as determined in accordance with the following table:


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article V1
                                                                         Page 69
<PAGE>


               ======================================  ===================
                     Years of Accredited Service        Applicable Amount
               ---------------- ---------------------  -------------------
                At least               But less than
               ================ =====================  ===================
                   15                       20                $4,700
               ---------------- ---------------------  -------------------
                   20                       25                $6,100
               ---------------- ---------------------  -------------------
                   25                       30                $7,500
               ---------------- ---------------------  -------------------
                   30                       35                $8,900
               ---------------- ---------------------  -------------------
                   35                       40               $10,300
               ---------------- ---------------------  -------------------
                   40                       N/A              $11,700
               ================ =====================  ===================

          (d) The amount determined under subsections (a), and (c), above, shall
     be reduced by:

               (i) the annual amount (if any) payable from any Other Pension
          Plan;

               (ii) the amount required to be paid by the Company or another
          Affiliate pursuant to any foreign law or regulation on account of
          termination or separation from employment, expressed in United States
          currency; and

               (iii) the amount (if any) prescribed by Section 6.4(d);

     and the amount determined under subsection (b) above shall be determined
     after the reduction in the amount determined under subsection (a) described
     above in this subsection (d).

     For purposes of paragraph (i), above, the annual amount (if any) payable
     from any Other Pension Plan shall be the annual amount of a benefit that is
     payable in the form of a single life annuity commencing on the first day of
     the month next following the Employee's Normal Retirement Date, and that is
     the actuarial equivalent of the same or similar benefit payable at normal
     retirement age under the Other Pension Plan. For this purpose, actuarial
     equivalence shall be determined based on an interest rate of 7 percent per
     annum and the TPF&C 1971 Forecast Mortality Table for Males (with ages set
     back 2 years in the case of Employees and 4 years in the case of Spouses
     and Beneficiaries). The reduction required pursuant to paragraph (ii) above
     shall be applied directly against the amounts otherwise payable under the
     Plan; and in the case of a participant whose Pension Commencement Date
     occurs after the date of any payment described in paragraph (ii), the
     amount of the reduction shall be adjusted to amount equal to the amount of
     the payment described in paragraph (ii), compounded at an interest rate of
     7% per annum from the time of payment until such amount has been completely
     offset against the participant's pension payments.

     6.2 Disability Pension. For an Excluded Employee, the annual Disability
Pension payable to a Retired Employee shall be computed in the same manner
prescribed in Section 6.1, but without applying any reduction otherwise required
under Section 6.1(b).

     6.3 Deferred Vested Pension. For an Excluded Employee, the annual Deferred
Vested Pension payable after reaching Normal Retirement Age to a former Employee
who qualifies for such a Pension shall be computed in the same manner prescribed
in Section 6.1, except that the amount determined under Section 6.1(c) shall be:

          (a) based on the Accredited Service the former Employee would have had
     at


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     his Normal Retirement Date if his employment with the Affiliates had not
     been terminated until his Normal Retirement Date, and

          (b) then multiplied by the ratio of the Employee's actual Vesting
     Service to the Vesting Service he would have had at his Normal Retirement
     Date if his employment with the Affiliates had not been terminated until
     his Normal Retirement Date.

If such former Employee is eligible, in accordance with Section 5.5, to elect to
have his Deferred Vested Pension commence prior to his Normal Retirement Date,
and he so elects in accordance with Section 7.8, the amount of such Deferred
Vested Pension shall be reduced by multiplying his Deferred Vested Pension at
his Normal Retirement Date by the appropriate factor in the Table referenced in
Exhibit A.

     6.4 Spouse's Pension. This Section applies with respect to Excluded
Employees:

          (a) The annual Spouse's Pension payable to a Spouse who qualifies for
     a Spouse's Pension under Section 5.6 shall be the annual amount payable to
     the Spouse as Beneficiary under the survivor annuity portion of the
     Qualified Joint and Survivor Annuity with respect to the participant,
     computed as if the participant had:

               (i) terminated employment with the Affiliates on the date of his
          death (or, if earlier, on the date of his actual termination of
          employment with the Affiliates),

               (ii) elected the first day of the month next following his Normal
          Retirement Date (or, if later, the first day of the month next
          following the date of his death) as his Pension Commencement Date, and

               (iii) died on his Pension Commencement Date.

     Except as provided in subsections (b) and (c), below, the normal Pension
     Commencement Date of a Spouse's Pension shall be the first day of the month
     next following the later of the deceased participant's Normal Retirement
     Date or the date of his death.

          (b) In the case of a participant who dies before his Normal Retirement
     Date while in the service of a Control Group Affiliate (even if his death
     occurs during the period of Accredited Service described in Section
     4.6(d)), the Spouse may elect, in accordance with Section 7.8, that the
     Pension Commencement Date of the Spouse's Pension shall be the first day of
     any month before the participant's Normal Retirement Date and after the
     month of the participant's death. The annual amount of a Spouse's Pension
     that commences before the participant's Normal Retirement Date in
     accordance with this subsection (b) shall not be reduced on account of such
     early commencement.

          (c) In the case of a participant who dies before his Normal Retirement
     Date other than in circumstances described in subsection (b), above, the
     Spouse may elect, in accordance with Section 7.8, that the Pension
     Commencement Date of the Spouse's Pension shall be the first day of any
     month before the participant's Normal Retirement Date and after the month
     of the participant's death, provided that such first day is on or after the
     earliest date the participant could have elected as his Pension
     Commencement


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     Date had he survived and terminated employment with the Affiliates on the
     date of his death (or, if earlier, on the date of his actual termination of
     employment with the Affiliates). The annual amount of a Spouse's Pension
     that commences before the participant's Normal Retirement Date in
     accordance with this subsection (c) shall equal the annual amount payable
     to the Spouse as Beneficiary under the survivor annuity portion of the
     Qualified Joint and Survivor Annuity that would have been payable with
     respect to the participant, computed as if the participant had:

               (i) terminated employment with the Affiliates on the date of his
          death (or, if earlier, on the date of his actual termination of
          employment with the Affiliates),

               (ii) elected as his Pension Commencement Date the date elected by
          the Spouse in accordance with this subsection (c), and

               (iii) died on his Pension Commencement Date.

          (d) An Employee may elect to waive, or revoke a prior election to
     waive, Spouse's Pension coverage in accordance with Section 6A.5(b). Such
     election or revocation shall be subject to the following terms and
     conditions:

               (i) Any election or revocation shall be made by giving written
          notice in such form and manner as may be required by the Committee.

               (ii) An election or revocation shall be ineffective unless the
          participant's Spouse consents in writing to such election or
          revocation. The Spouse's consent must acknowledge the effect of such
          election and must be witnessed by a notary public or authorized plan
          representative. The Spouse's consent must acknowledge the effect of
          the Beneficiary or Beneficiaries (including any class of Beneficiaries
          and any contingent Beneficiaries) that the participant has designated,
          if any. Any consent by a Spouse shall be irrevocable unless the
          participant agrees to a revocation.

               (iii) Subsection (d)(ii), above, shall not apply if the Committee
          determines that the consent required therein cannot be obtained
          because there is no Spouse, because the Spouse cannot be located, or
          because of any other circumstances that are specified by regulation,
          revenue ruling, notice, or other guidance of general applicability
          issued by the Department of the Treasury.

               (iv) Any consent by a Spouse pursuant to subsection (d)(ii),
          above, shall be effective only with respect to that Spouse. Similarly,
          any establishment that the consent of a Spouse cannot be obtained for
          any of the reasons described in subsection (d)(iii), above, shall be
          effective only with respect to that Spouse.

     Spouse's Pension coverage shall be automatic and without charge, and a
     participant's waiver of Spouse's Pension coverage shall be ineffective,
     except to the extent that such coverage is waived in accordance with
     Section 6A.5(b) during the 90-day period ending on the participant's
     Pension Commencement Date.

          (e) The Committee shall provide to each participant eligible to waive
     Spouse's


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     Pension coverage pursuant to subsection (d) hereof, within a reasonable
     period before or after the date as of which he becomes eligible to waive
     Spouse's Pension coverage, a written explanation of:

               (i) the terms and conditions of the Spouse's Pension;

               (ii) the participant's right to elect, and the effect of
          electing, to waive Spouse's Pension coverage;

               (iii) the rights of a married participant's Spouse with respect
          to that election; and

               (iv) the right of the participant to revoke, and the effect of
          revoking, an election to waive Spouse's Pension coverage.

     The Committee shall provide each participant eligible to waive Spouse's
     Pension coverage pursuant to Section 6A.5(b) with the written explanation
     described in this subsection (e) at the same time as it provides the
     written explanation described in Section 6A.5(e) hereof.

     6.5 Limitations on Pensions. For an Excluded Employee, the provisions of
Section 6A.7 shall apply to limit benefits described in Sections 6.1 through 6.4
of this Article VI.


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                                   ARTICLE VII

                       PAYMENT OF PENSIONS AND CONDITIONS
                                RELATED THERETO

     7.1 Annuity Forms of Payments. All Pensions, except those Pensions paid in
a lump sum distribution pursuant to Section 6A.6(b) or 7.6, shall be payable in
monthly installments as follows:

          (a) The first installment shall be paid to the Retired Employee (or
     Beneficiary, in the case of a Spouse's Pension or Pre-Retirement Death
     Benefit) as of the Pension Commencement Date determined in accordance with
     Articles V, V-A, VI, VI-A and VII;

          (b) Where installments are to be paid to a Beneficiary under a
     Joint-Survivor Pension, the first installment to the Beneficiary shall be
     paid as of the beginning of the first month following the death of the
     participant; and

          (c) The final installment shall be paid as of the beginning of the
     month during which the death of the Retired Employee or Beneficiary, as the
     case may be, occurs, except that Disability Pension installments paid
     pursuant to Sections 5.4 and 6.2 (but not pursuant to Sections 5A.4 and
     6A.3) shall cease before the death of the Retired Employee if and when he
     ceases to satisfy the disability conditions of Section 5.4 before his
     Normal Retirement Date. In the event a Retired Employee's Disability
     Pension (which was paid in other than a lump sum) stops prior to his Normal
     Retirement Date for a reason other than the Employee's death, the Retired
     Employee shall be entitled to receive the Service Pension or Deferred
     Vested Pension to which he is otherwise entitled under Articles V and VI.

          (d) A check in payment of a monthly installment may be mailed, in the
     discretion of the Committee, before the date as of which the payment is
     made.

     7.2 Prohibition Against Alienation of Benefits. The benefits under the Plan
may not be anticipated, assigned (either at law or in equity), alienated, or
subjected to attachment, garnishment, levy, execution, or other legal or
equitable process, provided that:

          (a) an arrangement whereby benefit payments are paid to a
     participant's savings or checking account in a financial institution is not
     prohibited;

          (b) once a participant begins receiving benefits under the Plan, such
     participant may assign or alienate the right to future payments if such
     transaction is limited to assignments or alienations that:

               (i) are voluntary and revocable,

               (ii) with respect to a particular benefit payment, do not in the
          aggregate exceed 10 percent of such payment, and

               (iii) neither are for the purpose, nor have the effect, of
          defraying administrative costs of the Plan;


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          (c) payments made in accordance with a Qualified Domestic Relations
     Order are not prohibited; and

          (d) offsets of a participant's benefit in accordance with section
     401(a)(13)(C) of the Code are not prohibited.

For the purposes of subsection (b), above, except as otherwise permitted
pursuant to subsection (d), above, an attachment, garnishment, levy, execution
or other legal or equitable process is not considered a voluntary assignment or
alienation.

     7.3 Suspension of Benefits and Calculation of Benefits After Reemployment.
The following provisions apply with respect to participants who complete a Paid
Hour of Service on or after January 1, 2002, for the period of employment after
2001:

          (a) Suspension of Pension During Employment After Normal Retirement
     Age. Except as otherwise provided in Section 5A.3, Section 5.7 or in a
     Schedule, no Pension shall be paid or payable to any participant (including
     a Retired Employee) in any month after his Normal Retirement Age during
     which he is credited with Suspension Service as described in subsection
     (a)(ii). Notwithstanding the foregoing, benefits shall be paid to any such
     participant in any month after his Normal Retirement Age during which he is
     not credited with Suspension Service, unless the participant has not
     previously had a Pension Commencement Date and the participant elects, in
     the manner prescribed by the Committee, to defer his or her Pension
     Commencement Date until he terminates employment with all Affiliates. This
     provision shall not apply to any Former Bell Atlantic Employee who was
     rehired before January 1, 2002 after a benefit commencement date under the
     Enterprises Plan (or, for an Employee whose benefits were transferred from
     the Verizon Management Pension Plan to the Plan pursuant to Section 13.1,
     under the terms of Verizon's Bell Atlantic Cash Balance Plan) and whose
     benefit was in pay status under the latter plan as of December 31, 2001,
     unless such Employee terminates and is again rehired on or after January 1,
     2002.

               (i) Commencement of Payment Following Suspension. Pensions
          suspended under this subsection (a) shall commence or recommence no
          later than the earliest of:

                    (A) the first day of the month next following the date the
               participant terminates employment with all Affiliates;

                    (B) the participant's Required Starting Date; or

                    (C) the first day of the month following the month in which
               he first fails to have Suspension Service as described in
               subsection (a)(ii).

          Except as provided in Section 5.7 or Section 5A.3, and subject to
          subsection (e), the participant's Pension shall be calculated under
          Article VI or VI-A, as appropriate, taking into account Monthly
          Compensation earned and years of Pension Accrual Service or Accredited
          Service (if any) credited during such period of Suspension Service,
          and no actuarial or other adjustment shall be made to the
          participant's benefit so as to reflect payments suspended with respect
          to those months during which such participant was credited with


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          Suspension Service or with respect to those months in which the
          participant was not credited with Suspension Service but for which the
          participant elected to defer payment commencement; provided, however,
          that such resumed payment shall be offset by any benefit paid with
          respect to a month in which the participant had Suspension Service
          where the amount so paid has not been returned or repaid to the Trust
          Fund by the participant as described in subsection (a)(iii).
          Notwithstanding anything in this subsection (a) to the contrary, if
          the Pension of a Former GTE Employee is suspended under this
          subsection (a) during any period after his Age 65 Normal Retirement
          Date and prior to June 1, 2004, the amount of his Pension determined
          under this subsection (a)(i), when applying the formulas described in
          Article VI or Sections 6A.1(b), (c)(i) and (d)(ii), as applicable,
          shall not be less than the actuarial equivalent as of May 31, 2004 or
          the date the suspension ends, if earlier, of the single life annuity
          that would have been payable to him (or that he could have elected to
          receive) commencing on the day after his Age 65 Normal Retirement Date
          (or, if later, the day his benefits were suspended) had his Pension
          not been suspended. For this purpose, actuarial equivalence shall be
          determined using an interest rate of 7 percent per annum and the TPF&C
          1971 Forecast Mortality Table for Males (with ages set back 2 years).

               (ii) Suspension Service. A participant shall be deemed to have
          Suspension Service in any month which month is after his Normal
          Retirement Date, but prior to his Required Starting Date, and in which
          month:

                    (A) he completes 40 or more Hours of Service for the Company
               or another Affiliate, if the Plan has for any purpose with
               respect to the participant used or determined the actual number
               of Hours of Service completed by the participant for the purpose
               of crediting Hours of Service, or

                    (B) he receives payment from the Company or another
               Affiliate for any Hours of Service (including service described
               in Section 4A.1(d)) performed on each of 8 or more days (or
               separate work shifts), if the Plan has not for any purposes with
               respect to the participant used or determined the number of Hours
               of Service creditable to the participant by an actual counting of
               such Hours of Service.

               (iii) Offset. To the extent that the Plan has paid benefits to a
          participant with respect to any month in which he has Suspension
          Service which amounts have not previously been recovered by the Plan,
          the Plan shall defer commencement or recommencement of benefits under
          subsection (a)(i) hereof for a period of 2 calendar months, or until
          the amounts paid with respect to months in which the participant has
          Suspension Service have been recovered (without interest), whichever
          is the first to occur. If, at the end of the said 2-month period there
          remains an unrecovered amount which was paid to the participant during
          or with respect to a period of Suspension Service, such amount shall
          be recovered (without interest) by the Plan by reducing each benefit
          payment due the participant or the participant's Beneficiary after
          benefit commencement or recommencement by the lesser of:


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                    (A) the excess of the amount of the benefits paid to the
               participant with respect to months in which the participant had
               Suspension Service over the amount of such benefits which have
               been restored to, or recovered by, the Plan, or

                    (B) 25% of the participant's monthly (or periodic) benefit
               payments.

               (iv) Notifications. No payment shall be withheld or suspended by
          the Plan pursuant to this subsection (a) until the Plan has notified
          the participant by personal delivery or first class mail of the fact
          that such withholding or suspension is occurring or will occur. Such
          notification will contain a detailed description of the specific
          reasons why benefit payments are being suspended or withheld, a
          general description of the Plan provisions relating to the suspension
          of benefit payments, a copy of such provisions, and a statement that
          the applicable Department of Labor regulations governing suspensions
          of benefits may be found at Title 29, Code of Federal Regulations,
          ss.2530.203-3. The notification shall also advise the participant to
          whom directed of the Plan's procedure for affording a review of the
          suspension of benefits.

          (b) Suspension of Payment Following Rehire Prior to Normal Retirement
     Age. If a participant is reemployed by an Affiliate after his Pension
     Commencement Date and prior to his Normal Retirement Age, benefits
     otherwise payable to the participant shall be suspended under this
     subsection (b) during the participant's period of reemployment prior to his
     Normal Retirement Age. If the reemployed participant continues in
     employment beyond his Normal Retirement Age, such participant's benefits
     shall continue to be suspended in accordance with subsection (a) and shall
     recommence as described in that subsection. If the reemployed participant
     again terminates employment with all Affiliates prior to his Normal
     Retirement Age, the participant's benefits, recalculated, subject to
     subsection (e), taking into account Monthly Compensation and years of
     Pension Accrual Service or Accredited Service (if any) earned during the
     period of suspension, shall commence to be paid pursuant to Articles V,
     V-A, VI and VI-A, as applicable, as if the participant had not previously
     elected a Pension Commencement Date. In either event, the participant's
     benefits upon recommencement shall not be reduced to reflect monthly
     benefits paid before the participant's Normal Retirement Age. This
     provision shall not apply to any Former Bell Atlantic Employee who was
     rehired before January 1, 2002 after a benefit commencement date under the
     Enterprises Plan (or, for an Employee whose benefits were transferred from
     the Verizon Management Pension Plan to the Plan pursuant to Section 13.1,
     under the terms of Verizon's Bell Atlantic Cash Balance Plan) and whose
     benefit was in pay status under the latter plan as of December 31, 2001,
     unless such Employee terminates and is again rehired on or after January 1,
     2002.

               (c) Form of Payment of Recommenced Benefits. A participant whose
          benefits have been suspended during a period of reemployment shall be
          entitled to elect the form of payment for his entire benefit,
          including amounts accrued both before and during reemployment, in
          accordance with Article VI or VI-A, as applicable. Any Former Bell
          Atlantic Employee for whom benefits have not been suspended shall be
          entitled, upon his subsequent termination of employment with all
          Affiliates, to elect the form of payment only with respect to the
          portion of his benefit earned during his reemployment, if any.


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          (d) Social Security Supplements. Social security supplement payments
     shall be suspended under this Section 7.3 as described in subsections (a)
     and (b), above. However, social security supplement payments will not
     resume when the reemployed participant again terminates employment with all
     Affiliates, unless such termination occurs prior to the date the social
     security supplement payments were originally scheduled to end. If suspended
     pension payments resume under this Section 7.3 before the social security
     supplement payments were scheduled to end, social security supplement
     payments shall also resume at the same monthly rate in effect prior to the
     suspension. There shall be no increase in the amount of the participant's
     monthly social security supplement payment and no extension of the period
     over which the social security supplement payments are payable by reason of
     the period of suspension.

          (e) Calculation of Benefits for Reemployed Participants.
     Notwithstanding anything in subsections (a) through (d), above, or any
     other provision of the Plan to the contrary other than Section 5A.3 or 5.7,
     the following rules shall apply for purposes of calculating the Pension
     payable under Article VI or VI-A, as applicable, to a rehired participant
     on a Pension Commencement Date following his subsequent termination of
     employment with all Affiliates:

               (i) Prior Lump Sum Based on Annuity. If the participant
          previously received a lump sum payment of all or any portion of his
          Pension, and the lump sum was determined based on the present value of
          a benefit under an annuity-based formula (and not on the basis of his
          cash balance account under the Plan or a Prior Plan):

                    (A) the benefit payable to the participant in the form of a
               single life annuity following his subsequent termination of
               employment with all Affiliates, under any annuity-based formula
               described in Article VI or VI-A that is applicable to the
               participant, shall be reduced by the amount of the single life
               annuity on which the prior lump sum payment was based; and

                    (B) the benefit payable to the participant in the form of a
               single life annuity following his subsequent termination of
               employment with all Affiliates, from the participant's Cash
               Balance Account described in Article VI-A, shall equal:

                         (I) if the participant previously received a lump sum
                    distribution of his entire accrued benefit that was paid
                    under the Plan or a Prior Plan, the single-life actuarial
                    equivalent as of the Pension Commencement Date of the sum of
                    the Pay Credits and Interest Credits that have been credited
                    to the participant's Cash Balance Account under the Plan or
                    a Prior Plan since his rehire date;

                         (II) if the participant previously received a lump sum
                    distribution of part of his accrued benefit under the Plan
                    or under a Prior Plan, the single-life actuarial equivalent
                    as of the Pension Commencement Date of the sum of (a) the
                    percentage


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                    of the participant's accrued benefit that was not previously
                    cashed-out multiplied by the participant's Cash Balance
                    Account under the Plan or the Prior Plan at the prior
                    Pension Commencement Date, increased with Interest Credits
                    (but not Pay Credits) since the prior distribution, plus (b)
                    the sum of the Pay Credits and Interest Credits that have
                    been credited to the participant's Cash Balance Account
                    under the Plan or the Prior Plan since the participant's
                    rehire date.

               (ii) Prior Lump Sum Based on Cash Balance Account. If the
          participant previously received a lump sum payment of all or any
          portion of his Pension, and the lump sum was determined based on the
          balance of the participant's Cash Balance Account under the Plan or a
          Prior Plan:

                    (A) the benefit payable to the participant in the form of a
               single life annuity following his subsequent termination of
               employment with all Affiliates, under any annuity-based formula
               described in Article VI-A that is applicable to the participant,
               shall be reduced by the single-life actuarial equivalent as of
               the Pension Commencement Date of the participant's cash balance
               account under the relevant plan as of his prior Pension
               Commencement Date increased for Interest Credits (but not Pay
               Credits) since the prior distribution.

                    (B) the benefit payable to the participant in the form of a
               single life annuity following his subsequent termination of
               employment with all Affiliates, from the participant's Cash
               Balance Account described in Article VI-A, shall equal:

                         (I) if the participant previously received a lump sum
                    distribution of his entire accrued benefit, the single-life
                    actuarial equivalent as of the Pension Commencement Date of
                    the sum of the Pay Credits and Interest Credits that have
                    been credited to the participant's Cash Balance Account
                    under the Plan or the Prior Plan since his rehire date; or

                         (II) if the participant previously received a lump sum
                    distribution of part of his accrued benefit, the single-life
                    actuarial equivalent as of the Pension Commencement Date of
                    the sum of (a) the percentage of the participant's accrued
                    benefit that was not previously cashed-out multiplied by the
                    participant's Cash Balance Account under the Plan or the
                    Prior Plan at the prior Pension Commencement Date, increased
                    with Interest Credits (but not Pay Credits) since the prior
                    distribution, plus (b) the sum of the Pay Credits and
                    Interest Credits that have been credited to the
                    participant's Cash Balance Account under the Plan or the
                    Prior Plan since the participant's rehire date.

               (iii) If the participant is a Former Bell Atlantic Employee who
          has continued to receive annuity payments during his period of
          reemployment, the benefit payable to the participant in the form of a
          single life annuity following


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          his subsequent termination of employment with all Affiliates, under
          any annuity-based formula described in Article VI-A that is applicable
          to the participant, shall be reduced by the amount of the single life
          annuity on which the annuity payments are based.

               (iv) In a case in which a participant has a series of events
          involving terminations and reemployments or changes in coverage among
          this Plan, a Prior Plan or any other defined benefit pension plan
          maintained by an Affiliate, and the effect of such series of events is
          not specifically covered under this subsection (e), the Pension of
          such participant shall be determined in a manner consistent with the
          provisions of this subsection (e).

               (v) Notwithstanding the adjustments described in this subsection
          (e), the periodic amount of a rehired Employee's Pension payable on a
          Pension Commencement Date following his subsequent termination of
          employment shall not be less than the periodic amount of the Pension
          payable in the same form to which he was entitled under the Plan or a
          Prior Plan, as applicable, including the provisions of any enhanced
          retirement program, when he initially Retired.

     7.4 Provision of Necessary Information. The Committee may request an
Employee, former Employee, Retired Employee, or Beneficiary to furnish it with
such information as it considers reasonably necessary or appropriate for the
proper administration of the Plan or the payment of a Pension. In the event that
an Employee, former Employee, Retired Employee, or Beneficiary fails to furnish
any such information that is necessary to the calculation or payment of a
Pension and that is not reasonably available from alternative sources, the
Committee shall withhold payment of the Pension until the information is
provided.

     7.5 Transfer Between Affiliates. Any Employee whose employment is
transferred from one Affiliate to another Affiliate shall not by reason of such
transfer be eligible for Early Retirement or a Deferred Vested Pension or Vested
Pension under this Plan. However, upon the conclusion of the Employee's
employment with the Affiliates, he shall be entitled to the Pension, if any, for
which he is eligible on the basis of his Average Annual Compensation, Vesting
Service, Accredited Service, Net Credited Service and Pension Accrual Service at
that time, calculated in accordance with the provisions of this Plan.

     7.6 Mandatory Lump Sum Distribution of Small Benefits.

          (a) If a former Employee is entitled to a Deferred Vested Pension or a
     Vested Pension and the actuarial present value of such Pension does not
     exceed $3,500 the former Employee shall receive such Pension as soon as
     administratively practicable in the form of a lump sum payment equal to the
     actuarial present value of the Pension otherwise payable to him under the
     Plan. If a Spouse is entitled to a Spouse's Pension, or a Beneficiary is
     entitled to a Pre-Retirement Death Benefit, and the actuarial present value
     of such Spouse's Pension or Pre-Retirement Death Benefit does not exceed
     $3,500, the Spouse shall receive such Spouse's Pension, or the Beneficiary
     shall receive such Pre-Retirement Death Benefit in the form of a lump sum
     payment equal to the actuarial present value of the Spouse's Pension
     otherwise payable to the Spouse, or the Pre-Retirement Death Benefit
     otherwise payable to the Beneficiary, under the Plan.


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          (b) For purposes of subsection (a), above, the actuarial present value
     of a Deferred Vested Pension, Vested Pension, Spouse's Pension or
     Pre-Retirement Death Benefit shall be determined as described in Exhibit A.

          (c) If a participant has a Separation From Service Date before the
     participant has earned a nonforfeitable right to a Pension, the participant
     shall be deemed to have received a distribution of his entire
     nonforfeitable accrued benefit of zero dollars as of his Separation From
     Service Date, and the accrued benefit shall be cancelled. If a participant
     described in the immediately preceding sentence resumes employment with an
     Affiliate at a later date, he shall be deemed to have repaid to the Plan
     the prior payment of zero dollars and his accrued benefit shall be restored
     on the date he resumes employment.

     7.7 Minimum Distributions Required Under Code Section 401(a)(9). The
following subsections limit the timing of Pension distributions under the Plan:

          (a) Any Pension that is payable to a participant hereunder shall be
     distributed or commence not later than the participant's Required Starting
     Date. The Pension shall be distributed, in accordance with section
     401(a)(9) of the Code (including the incidental benefit rules applicable
     thereunder),

               (i) in a lump sum (to the extent otherwise permitted under the
          Plan, including, without limitation, under Section 6A.6(b) or 7.6),

               (ii) over the life of the participant,

               (iii) over the lives of the participant and the participant's
          Beneficiary,

               (iv) over a period not extending beyond the participant's life
          expectancy, or

               (v) over a period not extending beyond the joint and last
          survivor expectancy of the participant and the participant's
          Beneficiary.

     If the participant's entire interest is to be distributed over a period of
     more than one year, then the amount to be distributed each year shall be no
     less than the amount prescribed under section 401(a)(9) of the Code.

          (b) If the distribution of the participant's Pension has commenced in
     conformity with subsection (a), above, and the participant dies before his
     entire Pension has been distributed to him, the remaining portion of his
     Pension shall be distributed to his Beneficiary at least as rapidly as
     under the method of distribution that was in effect as of the date of the
     participant's death.

          (c) Subject to subsection (d), below, if the participant dies before
     distribution of his Pension has commenced, any Pension that is payable
     under the terms of the Plan shall be distributed within five years after
     the participant's death.

          (d) Subsection (c), above, shall not apply to:


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               (i) any portion of the participant's Pension payable to (or for
          the benefit of) a Beneficiary that is distributed (in accordance with
          section 401(a)(9) of the Code) over the Beneficiary's life (or a
          period not extending beyond his life expectancy) commencing within one
          year after the date of the participant's death (or such later date as
          may be prescribed under section 401(a)(9) of the Code), or

               (ii) any portion of the participant's Pension payable to his
          Spouse that is distributed over the Spouse's life (or a period not
          extending beyond the Spouse's life expectancy) commencing no later
          than the date on which the participant would have attained age 70 1/2;
          provided that if the Spouse dies before payments to such Spouse begin,
          subsections (c) and (d) shall apply as if the Spouse were the
          participant; and further provided that any amount paid to the child of
          the participant shall be treated as if it had been paid to the Spouse
          of the participant if such amount is payable to the Spouse upon such
          child's reaching majority (or such other event as may be prescribed by
          the regulations under section 401(a)(9) of the Code).

          (e) For purposes of this Section 7.7, the life expectancy of the
     participant and his Spouse shall be recomputed on an annual basis, but the
     life expectancy of any non-spouse Beneficiary shall be computed only on the
     date as of which the distribution commences.

          (f) This Section 7.7 shall apply notwithstanding any other provision
     of the Plan. The sole purpose of this Section 7.7 is to limit the manner in
     which the benefit payments may be made under the Plan in accordance with
     section 401(a)(9) of the Code. This Section 7.7 does not confer any rights
     or benefits upon any participant, Spouse, Beneficiary, or any other person.

          (g) This Section 7.7 shall not apply to any method of distribution
     designated in writing by a participant under the terms of the Plan or a
     Prior Plan before January 1, 1984, in accordance with section 242(b)(2) of
     the Tax Equity and Fiscal Responsibility Act of 1982 (as in effect before
     the amendments made by the Tax Reform Act of 1984).

          (h) Any participant who does not elect a form of distribution before
     his distribution is required to commence under this Section 7.7 shall
     receive the distribution in the form provided for under Section 6A.5(a).

          (i) Notwithstanding anything in subsection (a) through (h) to the
     contrary, the following rules shall apply to participants who reach age
     70-1/2 in 2001 or later while employed by an Affiliate:

               (i) Pension Commencement Date. Distribution of the Pension of a
          participant described in this subsection (i) shall begin with a
          Pension Commencement Date no later than January 1 of the calendar year
          following the calendar year in which the participant attains age
          70-1/2, or acquires a nonforfeitable right to Pension, if later, and
          the balance of the participant's Cash Balance Account, if any, shall
          be set to zero as of such Pension Commencement Date.


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               (ii) Form of Payment. A Participant may elect to have payment
          made in any payment form available to the participant under Section
          6A.5 or 6A.6 as of his Pension Commencement Date. If the Participant
          fails to elect to receive payment in a particular payment form, the
          participant shall receive distribution in the form provided for under
          Section 6A.5(a).

               (iii) Amount of Payment and Adjustment for Additional Accruals.
          The benefit paid to the participant as of the Pension Commencement
          Date described in paragraph (i) shall be determined based on the
          participant's accrued benefit under the Plan or the applicable Prior
          Plan as of the December 31 immediately prior to such Pension
          Commencement Date. If, as of any subsequent January 1, the participant
          is still an employee of an Affiliate, the Plan administrator shall
          commence a distribution, as of such January 1, of any additional
          amounts accrued by the participant after the preceding January 1, in
          the same optional payment form applicable to prior distributions. An
          adjustment similar to that described in the preceding sentence shall
          be made as of the day following the participant's termination of
          employment with all Affiliates.

     7.8 Early Commencement Election. Notwithstanding any other provision in the
Plan, and subject to the provisions of Section 6A.5 and Section 7.6, the
participant (or his Spouse, in the case of a Spouse's Pension or a
Pre-Retirement Death Benefit) may elect a Pension Commencement Date that
precedes the normal Pension Commencement Date if he is otherwise eligible to do
so under the terms of the Plan. The election shall be in writing, in a form
acceptable to the Committee, and executed and filed with the Committee during
the 90-day period ending on the Pension Commencement Date (or during such other
period permitted or required by law).

     7.9 Required Commencement. Subject to Plan provisions which require an
earlier distribution, unless the participant elects a later date (by failing to
make application for benefits or otherwise), payment of a participant's Pension
under the Plan shall commence no later than sixty (60) days after the close of
the Plan Year in which the latest of the following events occurs: (a) the
participant attains the earlier of age 65 or Normal Retirement Age, (b) the 10th
anniversary of the year in which the participant commenced participation in the
Plan occurs, or (c) the participant terminates employment with all Affiliates.

     7.10 Settlement of Claims or Litigation. Benefits payable from the Plan
shall include benefits required to be paid pursuant to the terms of an agreement
relating to settlement of a claim or lawsuit with respect to a participant's or
beneficiary's entitlement to benefits under the Plan. Such benefits shall be
paid at such time and in such form, and shall be subject to such limits, as
apply to other similar benefits provided by the Plan.


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                                                                     Article V1I
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<PAGE>


                                  ARTICLE VIII

                                     FUNDING

     8.1 Establishment of Pension Fund. The Company, with the approval of the
Board, shall establish a Pension Fund for the purpose of funding the Pensions
under the Plan. The Pension Fund shall consist of one or more Trust Funds and/or
one or more arrangements with insurance companies for the funding of Pensions.

     8.2 Trust Agreement. Each Trust Fund shall be established and maintained
pursuant to a Trust Agreement that contains such provisions as the Company shall
determine. The terms of each Trust Agreement are hereby incorporated into and
made a part of the Plan.

     8.3 Insurance Arrangements. Each arrangement with an insurance company
shall be established and maintained pursuant to a written contract or policy
between the Company and an insurance company qualified to do business in a
State, which shall contain such provisions as the Company shall determine.

     8.4 Contributions. The Company intends to make contributions to the Pension
Fund sufficient to comply with the minimum funding standards imposed by the
Code. The Company's contributions shall be determined annually, or more
frequently, by the Board. Each contribution made to the Plan shall be made on
the condition that it is currently deductible under section 404 of the Code for
the taxable year with respect to which the contribution is made and without
regard to any subsequent amendment improving benefits under the Plan.

     8.5 Exclusive Benefit. Except as provided in this Section 8.5 and in
Sections 8.6 and 9.6, all Company contributions to the Pension Fund and all
property of the Pension Fund, including income from investments and other
sources, shall be used for the exclusive benefit of Employees, Retired
Employees, former Employees, and Beneficiaries and shall be used to provide
benefits under the Plan and to pay the reasonable expenses of administering the
Plan and the Pension Fund, except to the extent that such expenses are paid by
the Company. Any forfeitures arising under the Plan shall be applied to reduce
the Company's contributions to the Pension Fund and shall not be used to
increase the Pension or other benefit that any Employee, Retired Employee,
former Employee, or Beneficiary would otherwise be entitled to receive under the
Plan. Except as provided in Section 8.6, it shall be impossible at any time
before the satisfaction of all liabilities under the Plan for any portion of the
Pension Fund to be used for, or diverted to, purposes other than the exclusive
benefit of Employees, Retired Employees, former Employees, and Beneficiaries;
provided, however, that after all liabilities under the Plan have been
satisfied, any assets remaining in the Pension Fund that are attributable to
erroneous actuarial computations shall be distributed to the Company, except as
otherwise required by section 4044(d)(3)(A) of ERISA.

     8.6 Return of Contributions. Notwithstanding any other provisions of the
Plan, the Company shall be entitled upon request to the return of any
contribution made to the Pension Fund (adjusted, in the case of any contribution
described in subsection (a) or (c), below, to reflect any investment losses
allocable thereto, but not to reflect any investment gains allocable thereto):

          (a) within one year after the payment of the contribution, in the case
     of a contribution made by mistake of fact;


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                                                                     Article V1I
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<PAGE>


          (b) within one year after the date of denial of the Plan's initial
     qualification, if the contribution is conditioned on initial qualification
     of the Plan under section 401(a) of the Code; or

          (c) within one year after the disallowance of the deduction, to the
     extent the deduction is disallowed, if the contribution is conditioned on
     the deductibility of the contribution under section 404 of the Code.

     8.7 Post-Retirement Health Benefits. Post-retirement health benefits
previously funded under the Enterprises Plan may be paid under this Section, in
the manner provided under Code section 401(h), to any former Enterprises Plan
participant who is receiving benefits under this Plan, and, if applicable, to
the spouse and dependents of such participant. This provision does not obligate
the Company to maintain its post-retirement health plans, and the Company shall
retain the same ability to amend or terminate such post-retirement health plans
as if this Section 8.7 did not exist.

          (a) Terms of Health Plans Are Applicable. Any person claiming
     post-retirement health benefits under this Plan must meet all requirements
     imposed in the post-retirement health plans maintained by the applicable
     Company. All determinations of benefit levels and eligibility for benefits
     shall be made pursuant to the terms of such post-retirement health plans.

          (b) Benefits Provided.

               (i) Funds May Be Used for Any Medical Benefits. Benefits under
          this Section shall initially be limited to premium payments for
          Medicare Part B coverage; provided, however, that at the election of
          the Committee, payment of any sickness, accident, hospitalization, or
          other medical expense (as defined for purposes of section 213 of the
          Code) of eligible employees, spouses and dependents shall be
          permitted. Benefits under this Section may, in the discretion of the
          Treasurer of Verizon, include any covered benefit under any
          post-retirement health benefit plan of the Company which constitutes a
          "medical expense" (within the meaning of Code section 213) for
          eligible employees or their covered dependents.

               (ii) Benefits May Be Self-Insured or Insured. Benefits under this
          Section shall be provided using any method or combination of methods
          as the Committee shall deem appropriate, including, but not limited
          to, purchase of insurance and the payment of premiums for such
          insurance, direct reimbursement of costs incurred by the person
          providing such benefits or reimbursement to the individual to whom
          such benefits were provided.

               (iii) No Discrimination in Favor of Officers or
          Highly-Compensated Employees. Benefits and coverage under this Section
          shall not be discriminatory in favor of officers, shareholders,
          supervisory employees or highly compensated employees.


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                                                                     Article V1I
                                                                         Page 85
<PAGE>


          (c) Establishment of Accounts.

               (i) Separate Account. A separate account shall be maintained with
          respect to contributions to fund benefits under this Section. This
          account is to be maintained for accounting purposes only. Funds
          accounted for in such account may be invested on a commingled basis
          with pension benefit contributions under this Plan without
          identification of which investments are allocable to each account,
          provided that earnings on all Plan assets are allocated in a
          reasonable manner.

               (ii) If Top Heavy Rules Apply. With respect to each Key Employee,
          as defined in Article XV of the Plan, a separate account shall be
          maintained for post-retirement health benefits payable to such Key
          Employee and, if applicable, the Key Employee's spouse and dependents.
          Benefits under this Section (to the extent attributable to Plan Years
          for which the individual is a Key Employee) shall be payable to such
          Key Employee, spouse and dependents only from such account. The
          separate account maintained under this paragraph shall be a true
          separate account, and not maintained merely for accounting purposes.
          Commingling of assets held in such account with any other Plan assets
          is not permitted. For purposes of section 415 of the Code,
          contributions allocated to any separate account under this paragraph
          shall be treated as an annual addition to a defined contribution plan.

          (d) Funding.

               (i) May Be Contributory or Non-Contributory. Contributions to
          provide benefits under this Section shall be non-contributory, but the
          Committee has the discretion to amend this Plan at any time to provide
          that any such contributions may be contributory, in accordance with
          the terms of the post-retirement health plan maintained by the
          Company.

               (ii) Reasonable and Ascertainable. Amounts contributed to fund
          post-retirement health benefits shall be reasonable and ascertainable.
          The total amount contributed to fund post-retirement health benefits
          under this Section shall not exceed the cost of providing such
          benefits. The total cost of providing such benefits shall be
          determined in accordance with a generally accepted actuarial method
          selected by the Committee which is reasonable in view of the
          provisions and coverage of the Plan, the funding medium and other
          relevant considerations, including, but not limited to, applicable
          Treasury regulations. For purposes of determining the cost of provided
          post-retirement health benefits, the actuarial method may take into
          account reasonable projected increases in the cost of providing health
          benefits.

               (iii) Incidental and Subordinate to Pension Benefits.
          Post-retirement health benefits provided under this Section, when
          added to life insurance protection provided under the Plan, shall be
          incidental and subordinate to pension benefits provided under the
          Plan. For purposes of this Section, post-retirement health benefits
          shall be considered incidental and subordinate if the aggregate of the
          actual contributions for post-retirement health benefits provided
          under this Section and under the Enterprises Plan plus the actual
          contributions for life insurance protection under the Enterprises Plan
          prior to



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                                                                     Article V1I
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<PAGE>


          December 1, 2001 and under this Plan on or after December 1, 2001 does
          not exceed 25 percent of the total contributions (other than for past
          service credit) made to the Enterprises Plan after 1989 and before
          December 1, 2001 and the Plan after November 30, 2001 (other than for
          past service credit).

               (iv) No Diversion to Other Purposes. Until the satisfaction of
          all liabilities to be provided under this Section, neither amounts
          contributed to fund post-retirement health benefits under this Section
          nor earnings thereon shall be used for or diverted to any purpose
          other than providing such benefits or payment of necessary or
          appropriate expenses attributable to the administration of
          post-retirement health accounts under this Section. Any amounts
          contributed to fund health benefits under this Section 8.7 remaining
          in a post-retirement health account after the satisfaction of all
          liabilities arising under this Section 8.7 must be returned to the
          appropriate Company.

               (v) No Obligation to Pay Benefits in Excess of Funded Assets.
          Nothing in this Section shall obligate the Company to pay benefits
          described in this Section to the extent those benefits exceed assets
          contributed to the Trust Fund to provide post-retirement health
          benefits under this Section 8.7. Furthermore, nothing in this Section
          8.7 shall imply that amounts contributed to the Trust Fund to provide
          pension or other benefits (other than post-retirement health benefits)
          available under the Plan will be used to provide post-retirement
          health benefits under this Section.

               (vi) Forfeitures. In the event an individual's interest in the
          account maintained under this Section is forfeited prior to
          termination of the Plan, an amount equal to the forfeiture must be
          applied to reduce Company contributions to fund the benefits described
          in this Section.

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Restated January 1, 2002
                                                                     Article V1I
                                                                         Page 87
<PAGE>


                                   ARTICLE IX

                           FIDUCIARY RESPONSIBILITIES
                            AND PLAN ADMINISTRATION

     9.1 Allocation of Fiduciary Responsibilities. Fiduciary responsibilities in
connection with the Plan shall be allocated in accordance with the provisions of
this Article IX and shall be carried out in accordance with the Plan and
applicable law. It is intended that, to the extent permitted by applicable law,
each fiduciary shall be obligated to discharge only the responsibilities
assigned to him and that he shall not be charged with the responsibilities
assigned to any other fiduciary.

     9.2 Employee Benefits Committee.

          (a) Effective April 2, 2001, the Bell Atlantic Corporate Employees'
     Benefits Committee ("CEBC") and the GTE Employee Benefits Committee ("EBC")
     were merged to form the Verizon Employee Benefits Committee ("VEBC"). The
     powers, authority, responsibilities and discretion of the Chairperson of
     the VEBC shall include those previously held by the Chairperson of the CEBC
     and EBC.

          (b) The most senior Human Resources officer of Verizon shall serve as
     the Chairperson of the VEBC. The VEBC shall consist of not less than three
     or more than 11 persons to be appointed by and serve at the pleasure of the
     Board of Directors of Verizon Corporate Services Group Inc. or the
     Chairperson of the VEBC.

     9.3 Committee Action by Majority Vote. The Employee Benefits Committee may
act, with or without a meeting, by a vote of a majority of its members then in
office. In addition, the chairperson of the Employee Benefits Committee has full
authority to act on behalf of the Committee.

     9.4 Plan Administrator. The Employee Benefits Committee shall be the Plan
administrator and shall be responsible for the administration of the Plan. In
addition to any implied powers that may be necessary or appropriate to the
conduct of its affairs, the Committee shall have the following powers, including
the discretionary power:

          (a) to make and enforce such rules and regulations as it shall
     determine to be necessary or proper for the administration of the Plan;

          (b) to interpret the Plan and to decide all matters arising
     thereunder, including the right to remedy possible ambiguities,
     inconsistencies, and omissions;

          (c) to determine the right of any person to benefits under the Plan
     and the amount of such benefits;

          (d) to issue instructions to a Trustee or insurance company to make
     disbursements from the Pension Fund, and to make any other arrangement
     necessary or appropriate to provide for the orderly payment and delivery of
     disbursements from the Pension Fund;

          (e) to delegate to other persons (including relevant persons on the
     Company's or Verizon's Human Resources staff) such of its responsibilities
     as it may determine;


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<PAGE>


          (f) to retain an Enrolled Actuary;

          (g) to employ suitable agents, actuaries, auditors, legal counsel, and
     other advisers as it may determine;

          (h) to allocate among its members such of its responsibilities as it
     may determine; and

          (i) to prepare, file, and distribute such forms, statements,
     descriptions, returns, and reports relating to the Plan as may be required
     by law.

(The chairperson of the Employee Benefits Committee shall have the authority to
(i) designate a chairperson of an appeals committee to hear ERISA benefit
appeals and to define the scope of that chairperson's responsibilities and
authority with respect to such committee and benefit claims in general and (ii)
designate various employees within the Company and its Affiliates to carry out
the administrative responsibilities relating to the Plan. The chairperson of the
Employee Benefits Committee has delegated ERISA claims and appeals
responsibility to the Verizon Claims Review Committee. The chairperson of the
Verizon Claims Review Committee has, in turn, delegated initial claims
responsibility to the Pension Plan Administrator, which consists of the Benefits
Center Claims Review Unit and/or certain subject matter experts within Verizon's
Human Resources Department, but only to the extent that the Verizon Claims
Review Committee has determined it will not decide the initial claim itself.)

     9.5 Committee Reliance on Professional Advice. The Committee is authorized
to obtain, and act on the basis of, tables, valuations, certificates, opinions,
and reports furnished by an Enrolled Actuary, accountant, legal counsel, or
other advisers.

     9.6 Plan Administration Expenses. All reasonable expenses of administering
the Plan (including, without limitation, the expenses of the Employee Benefits
Committee) shall be paid out of the assets of the Pension Fund, except to the
extent paid by the Company without request by the Company for reimbursement from
the Pension Fund.

     9.7 Responsibilities of Trustees. Each Trustee shall be responsible for the
custody of the assets assigned to it, making disbursements at the order of the
Employee Benefits Committee, and accounting for all receipts and disbursements
with respect to the Plan.

     9.8 Investment Management by Trustee. Each Trustee shall be responsible for
managing the investment of the portion of the Pension Fund in its custody, or
any part thereof, when directed to do so in accordance with the terms of the
Trust Agreement.

     9.9 Allocation of Investment Management Responsibilities. Whether
investment of the Plan assets held by a Trustee shall be managed by the Trustee,
or by one or more investment managers, or whether both the Trustee and one or
more investment managers are to participate in investment management and, if so,
how investment responsibility is to be divided shall be determined in accordance
with the Trust Agreement.

     9.10 Appointment and Removal of Investment Managers. The appointment or
removal of any investment manager shall be accomplished in accordance with the
Trust


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                                                                      Article IX
                                                                         Page 89
<PAGE>


Agreement. Each investment manager shall be responsible for managing the
investment of such portion of the Pension Fund as shall be placed under its
management pursuant to any investment management agreement entered into in
accordance with the Trust Agreement.

     9.11 Ascertainment of Plan Financial Needs. The pension finance group of
Verizon shall have the sole fiduciary responsibility for periodically
ascertaining the financial needs of the Plan, including the Plan's liquidity
needs, and shall convey the pertinent information to the Trustee and/or
investment managers responsible for managing the investments of the Pension
Fund.

     9.12 Delegation of Company's Duties. Verizon Corporate Services Group Inc.
or Verizon shall designate such of its officers or other employees as it shall
consider appropriate to carry out its duties under the foregoing Sections 9.8,
9.9, 9.10 and 9.11.

     9.13 Benefit Claim Procedure.

          (a) If an individual is denied any benefits (in whole or in part) to
     which he believes he is entitled under the Plan, he may file a claim for
     benefits as set forth herein. Any claim for benefits under the Plan shall
     be delivered in writing by the claimant to the Pension Plan Administrator
     designated by the Committee, by the chairperson of the Employee Benefits
     Committee, or the chairperson of the Verizon Claims Review Committee. The
     claim shall identify the benefits requested and shall include a statement
     of the reasons why the benefits should be granted. The Pension Plan
     Administrator shall grant or deny the claim. If the claim is denied in
     whole or in part, the Pension Plan Administrator shall give written notice
     to the claimant, setting forth: (i) the reasons for the denial, (ii)
     specific reference to pertinent Plan provisions on which the denial is
     based, (iii) a description of any additional material or information
     necessary for the perfection of the claim and an explanation of why such
     material or information is necessary, (iv) an explanation of the Plan's
     claim review procedure, and (v) the time limits applicable to the Plan's
     claim review procedure, including a statement of the claimant's right to
     bring a civil action under section 502(a) of ERISA following an adverse
     determination upon review. The notice described in the preceding sentence
     shall be furnished to the claimant within a period of time not exceeding 90
     days after receipt of the claim; except that such period of time may be
     extended, if special circumstances should require, for an additional 90
     days commencing at the end of the initial 90-day period. Written notice of
     such an extension shall be given to the claimant before the expiration of
     the initial 90-day period and shall indicate the special circumstances
     requiring the extension and the date by which the final decision is
     expected to be rendered. In exercising its responsibilities pursuant to
     this Section 9.13, the Pension Plan Administrator shall have the
     discretionary power to interpret the Plan and to decide all matters arising
     thereunder, including the right to remedy possible ambiguities,
     inconsistencies, and omissions.

          (b) A claimant who has been denied a claim for benefits, in whole or
     in part, may, within a period of 60 days after receipt of notice thereof,
     request a review of such denial by filing a written notice of appeal with
     the Verizon Claims Review Committee (the "VCRC"). In connection with an
     appeal, the claimant (or his duly authorized representative) may review
     documents and other information relevant to the claim (copies of which
     shall be provided free of charge upon request) and may submit evidence and
     arguments in writing to the VCRC. The VCRC shall decide the


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                                                                      Article IX
                                                                         Page 90
<PAGE>


     questions presented by the appeal, either with or without holding a
     hearing, and shall issue to the claimant a written notice setting forth:
     (i) the specific reasons for the decision, (ii) the specific reference to
     pertinent Plan provisions on which the decision is based, (iii) a statement
     that the claimant is entitled to receive, upon request and free of charge,
     reasonable access to, and copies of, all documents, records, and other
     information relevant to the claim, and (iv) a statement of the claimant's
     right to bring an action under section 502(a) of ERISA. The notice
     described in the preceding sentence shall be issued within a period of time
     not exceeding 60 days after receipt of the request for review; except that
     such period of time may be extended, if special circumstances (including,
     but not limited to, the need to hold a hearing) should require, for an
     additional 60 days commencing at the end of the initial 60-day period.
     Written notice of such an extension shall be provided to the claimant
     before the expiration of the initial 60-day period and shall indicate the
     special circumstances requiring the extension and the date by which the
     decision on review is expected to be rendered. The decision of the VCRC
     shall be final and conclusive.

          (c) Notwithstanding the foregoing provisions of this Section 9.13, the
     Plan shall process claims for benefits in accordance with the requirements
     of Department of Labor regulations section 2560.503-1.

     9.14 QDRO Procedures. A delegate of the Committee within the Verizon Human
Resources Department shall establish written procedures to determine the
qualified status of domestic relations orders and to administer distributions
under Qualified Domestic Relations Orders. Such procedures shall be consistent
with any regulations prescribed under section 206(d) of ERISA. In the case of
any domestic relations order received by the Plan on or after January 1, 1985,
such delegate shall promptly notify the participant and any other alternate
payee (as defined in section 206(d)(3)(K) of ERISA) of the receipt of such order
and the procedures for determining the qualified status of domestic relations
orders. Within a reasonable period after receipt of such order, the Committee's
delegate shall determine whether such order is qualified and shall notify the
participant and each alternate payee of such determination. During any period in
which the qualified status of a domestic relations order is being determined (by
the Committee's delegate, by a court, or otherwise), the Committee's delegate
shall direct the Trustee to account separately for the amounts that would have
been payable to each alternate payee if the order had been determined to be a
Qualified Domestic Relations Order. If within 18 months of the receipt of the
order, the order (or modification thereof) is determined to be a Qualified
Domestic Relations Order, the Committee's delegate shall direct the Trustee to
pay the segregated amounts (plus any interest thereon) to the person or persons
entitled thereto. If within 18 months of the receipt of the order, it is
determined that the order is not qualified, or the issue as to whether the order
is qualified is not resolved, then the Committee's delegate shall direct the
Trustee to pay the segregated amounts (plus any interest thereon) to the person
or persons who would have been entitled to such amounts if there had been no
order. Any determination that an order is qualified that is made after the close
of the 18-month period shall be applied prospectively only.

     9.15 Service in Multiple Fiduciary Capacities. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan
in accordance with section 402(c)(1) of ERISA.

     9.16 Assistance Following Change in Control. After the date on which a
Change in Control occurs under Article XI-A, any participant or beneficiary may
apply to the trustee


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article IX
                                                                         Page 91
<PAGE>


of the GTE Benefits Protection Trust for assistance (which may include without
limitation legal counsel and the institution of litigation) in enforcing his
rights and pursuing any claims he might have under the terms of the Plan;
provided that any participant or beneficiary who applies for such assistance
shall be subject to and bound by any limitations and conditions that said
trustee may impose. No participant or beneficiary shall be required to notify or
seek the assistance of said trustee as a condition of or prerequisite to the
filing of a claim under Section 9.13 or any other action that might be taken by
or on behalf of the participant or beneficiary in order to enforce his rights or
pursue his claims under the Plan, and the fees, expenses and costs that the
participant or beneficiary may incur in connection with any such other action
shall not be the responsibility of the GTE Benefits Protection Trust or the
trustee thereof.





-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article IX
                                                                         Page 92
<PAGE>


                                    ARTICLE X

                       COSPONSORSHIP OF PLAN BY AFFILIATES
                        AND MERGERS WITH AFFILIATE PLANS

     10.1 Cosponsorship of Plan by Affiliates. Any Affiliate may join in this
Plan as a cosponsor with the approval of an officer of the Company, an
Authorized Individual, or any Human Resources officer (vice president or above)
of Verizon. A list of the Affiliates that have become cosponsors of the Plan
pursuant to this Section 10.1, together with the respective effective dates of
their cosponsorship, shall be maintained by the Committee. Notwithstanding
anything in this Section 10.1 to the contrary, the following Affiliates shall
not be cosponsors of the Plan: (a) Verizon Avenue, (b) BBNT related companies
(including Verizon Technology Corporation, BBNT Solutions LLC, and Federal
Network Systems LLC), (c) any Affiliate that is a cosponsor of the Verizon
Management Pension Plan, and (d) any other Affiliate that has a benefit
structure that has been designed to not include the benefits described in the
Plan.

     10.2 Merger with Plan of Affiliate.

          (a) Any other pension or retirement plan, sponsored by an Affiliate,
     may be merged into this Plan, with this Plan as the surviving instrument,
     with the specific approval of the Board and, if applicable, the board of
     directors (or other governing body, if applicable) of the Affiliate.
     Thereupon, if the employer sponsoring the merged plan is an Affiliate, the
     Affiliate shall become a cosponsor of the Plan, included in the definition
     of Company hereunder. In any such case, the Plan shall remain a single plan
     with any and all of its assets derived from Company contributions
     (regardless of the entity to whose contributions such assets can be traced)
     available to pay the benefits of each participant and Beneficiary hereunder
     and any other liabilities of the Plan.

          (b) The assets of the merged plan shall be transferred to the Trustee
     and be assets of the Plan, and the liabilities of the merged plan shall be
     liabilities of the Plan.

          (c) Each participant in the merged plan shall become a participant in
     the Plan on the merger date, with accrued or vested benefits under the Plan
     equal to his accrued or vested benefits under the merged plan, and
     thereafter shall continue to participate in the Plan in accordance with its
     terms.

          (d) It is the intention, and it shall be the effect, of this Section
     10.2 that any merger of a plan into this Plan be carried out in accordance
     with Section 11.3.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Article X
                                                                         Page 93
<PAGE>


                                   ARTICLE XI

                             DURATION AND AMENDMENT

     11.1 Reservation of Right to Suspend or Terminate Plan. Except as otherwise
provided herein, while it is the intention of the Company that the Plan shall
remain in effect indefinitely, the Board reserves the right to suspend or
terminate the Plan in whole or in part, at any time and from time to time, and
for any reason whatsoever that in the Board's sole discretion appears to it to
make such action advisable. For purposes of this Section 11.1, the term "Board"
shall mean the Board as defined in Article II or the Board of Directors of
Verizon.

     11.2 Reservation of Right to Amend Plan. Except as otherwise provided
herein, the Plan may be amended in accordance with the procedures set forth in
this Section 11.2. The Board by duly adopted written resolution or by unanimous
written consent may modify or amend the Plan in whole or in part, prospectively
or retroactively, at any time and from time to time. The Board by duly adopted
written resolution or by unanimous written consent may delegate the power to so
modify or amend the Plan to one or more officers or employees of the Company or
Verizon, subject to such conditions as the Board may in its sole discretion
impose. (The Board has delegated to the most senior Human Resources officer of
Verizon the authority to amend the Plan in all respects, except for material
plan amendments that would alter the basic pension formula and that would have a
material impact on the funding of the Plan.) Notwithstanding the foregoing, and
without the necessity of a delegation of authority from the Board, the Chief
ERISA Counsel of Verizon may adopt any amendment or modification to the Plan
that is, in the opinion of such Chief ERISA Counsel, necessary or appropriate to
comply with applicable laws and regulations, including without limitation ERISA
and the Code. The Plan also may be amended in accordance with the procedures set
forth in Sections 4.10 and Section 4A.5(c) or any Schedule. Individuals with
authority to amend may take all actions necessary or appropriate to implement or
effectuate any amendment or modification to the Plan described herein. Any
modification or amendment of the Plan by one or more such individuals (including
without limitation the Chief ERISA Counsel) shall be adopted by a written
instrument executed by such individual or individuals. Notwithstanding the
foregoing, no amendment shall reduce any benefit, that is accrued or treated as
accrued under section 411(d)(6) of the Code, of any participant, or the
percentage (if any) of such benefit that is vested, on the later of the date on
which the amendment is adopted or the date on which the amendment becomes
effective. For purposes of this Section 11.2, the term "Board" shall mean the
Board as defined in Article II or the Board of Directors of Verizon.

     11.3 Transactions Subject to Code Section 414(l). Except as otherwise
provided herein, the Plan may be merged into or consolidated with another plan,
and its assets or liabilities may be transferred to another plan. However, to
the extent that section 401(a)(12) or 414(l) of the Code is applicable and in
accordance therewith, no such merger, consolidation, or transfer shall be
consummated unless each Employee, Retired Employee, former Employee, and
Beneficiary under the Plan would, if the resulting plan then terminated, receive
a benefit immediately after the merger, consolidation, or transfer that is equal
to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer, if the Plan had then
terminated; provided that the foregoing provisions of this Section 11.3 shall
not apply if such alternative requirements as may be imposed by the regulations
under section 414(l) of the Code are satisfied. For purposes of the preceding
sentence, the benefit of an Employee, Retired Employee, former Employee, or


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article XI
                                                                         Page 94
<PAGE>


Beneficiary upon the deemed termination of a plan shall be determined without
regard to any requirement under Title IV of ERISA or otherwise that (a) the
employer or any other person make additional contributions to the plan in
connection with its termination, or (b) any assets of the plan attributable to
employee contributions remaining after satisfaction of all liabilities described
in section 4044(a) of ERISA be distributed to participants pursuant to section
4044(d)(3) of ERISA. Any liability transferred from the Plan to another plan
pursuant to this Section 11.3 shall result in the extinguishment of such
liability hereunder immediately upon such transfer, and no benefit previously
payable under the Plan on account of such liability shall be payable under the
Plan following such transfer.












-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article XI
                                                                         Page 95
<PAGE>


                                  ARTICLE XI-A

                          CHANGE IN CONTROL PROVISIONS

     11A.1 Change in Control On or After January 1, 2002. The following
provisions are effective for events occurring on or after January 1, 2002:

          (a) Definitions. The following definitions apply for purposes of this
     Section 11A.2:

               (i) "Change in Control" means the following:

                    (A) For purposes of the Plan, and except as provided in
               paragraph (B) hereof, a Change in Control shall occur if:

                         (I) Any Person becomes a beneficial owner (as
                    determined under Rule 13d-3 under the Securities Exchange
                    Act), or has the right to acquire beneficial ownership
                    within 60 days, through tender offer or otherwise, of shares
                    of one or more classes of stock of Verizon representing 20%
                    or more of the total voting power of Verizon's then
                    outstanding voting stock;

                         (II) Verizon and any Person consummate a merger,
                    consolidation, reorganization, or other business combination
                    ("Business Combination"); or

                         (III) The Board of Directors of Verizon adopts
                    resolutions authorizing the liquidation or dissolution, or
                    sale to any Person of all or substantially all of the assets
                    of Verizon.

                    (B) Notwithstanding the provisions of paragraph (A) hereof,
               a Change in Control shall not occur if:

                         (I) The voting stock of Verizon outstanding immediately
                    before the consummation of the transaction will represent no
                    less than 45% of the combined voting power entitled to vote
                    for the election of directors of the surviving parent
                    corporation immediately following the consummation of the
                    transaction;

                         (II) Members of the Incumbent Board will constitute at
                    least one-half of the board of directors of the surviving
                    parent corporation;

                         (III) The Chief Executive Officer or co-Chief Executive
                    Officer of Verizon will be the chief executive officer or
                    co-chief executive officer of the surviving parent
                    corporation; and


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XI-A
                                                                         Page 96
<PAGE>


                         (IV) The headquarters of the surviving parent
                    corporation will be located in New York, New York.

               (ii) "Change in Control Provisions" means the following
          provisions of the Plan: the definitions of "GTE Benefits Programs,"
          "GTE Benefits Protection Trust," and "Original Verizon Entities, " and
          the parenthetical phrase in the definition of "Residual Assets" in
          Article II; Section 9.16; the words "Except as otherwise provided
          herein," at the beginning of each of Sections 11.1, 11.2 and 11.3;
          this Section 11A.1; the proviso in Section 12.2(g); Section 12.2(h);
          the words "Except as otherwise provided in subsection (h) thereof," at
          the beginning of Section 12.3; and the second sentence of Section
          14.8.

               (iii) "Incumbent Board" means those persons who either (A) have
          been members of the Board of Directors of Verizon since June 30, 2000,
          or (B) are new directors whose election by the Board of Directors or
          nomination for election by the shareowners of Verizon was approved by
          a vote of at least three-fourths of the members of the Incumbent Board
          then in office who either were directors described in clause (A)
          hereof or whose election or nomination for election was previously so
          approved, but shall not include any director elected as a result of an
          actual or threatened solicitation of proxies by any Person.

               (iv) "Interested Party" means an individual, corporation,
          partnership, trust, estate, plan, or other entity (A) that bears a
          relationship to the Company or any Affiliate (as that term is defined
          for purposes of Section 11A.1(b) of the Plan) that would cause such
          individual, corporation, or other entity to be a "party in interest"
          (as defined in Title I of ERISA) with respect to an employee benefit
          plan covering employees of the Company or such Affiliate or (B) in
          which the Company or any such Affiliate has an interest of a nature
          that, if the Company or such Affiliate were a plan fiduciary, might
          affect the exercise of its best judgment as a fiduciary within the
          meaning of 29 C.F.R. ss. 2550.408b-2(e).

               (v) "Person" means any corporation, partnership, firm, joint
          venture, association, individual, trust, or other entity, but does not
          include Verizon or any of its wholly-owned or majority-owned
          subsidiaries, employee benefit plans or related trusts.

               (vi) "Securities Exchange Act" means the Securities Exchange Act
          of 1934, as amended and in effect from time to time.

          (b) Plan Transactions Following Change in Control. Notwithstanding the
     provisions of Article XI, and except as otherwise provided in this Section
     11A.1(b) or in Section 12.2(h), for the five-year period beginning on the
     date on which a Change in Control occurs, there shall be no:

               (i) merger or consolidation of the Plan with any other plan;

               (ii) amendment or other modification of the benefit formula or
          any other provision of the Plan that would have the effect of reducing
          future benefit


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article IX-A
                                                                         Page 97
<PAGE>


          accruals or retirement subsidies under the Plan (including without
          limitation benefits that have been or otherwise would be accrued or
          earned before or after the amendment or other modification), except to
          the extent that such amendment or other modification is required by
          law or is required to preserve the qualification of the Plan under
          section 401(a) of the Code; or

               (iii) reversion, withdrawal, removal, transfer out of the Plan,
          or other use or inurement for the benefit of the Company, any
          Affiliate or any other Interested Party, of assets of the Plan (except
          for distributions or other applications of assets of the Plan to
          provide benefits under the Plan to Plan participants or beneficiaries,
          to defray the reasonable expenses of Plan administration, or to return
          a contribution to the Company to the extent that a deduction in
          respect of the contribution is disallowed, as provided in section
          403(c)(2)(C) of ERISA), whether or not such assets of the Plan
          constitute surplus, excess or residual assets, and whether or not such
          reversion, withdrawal, removal, transfer, or other use or inurement is
          permitted by law (including, without limitation, section 401(a) and
          the other plan qualification provisions of the Code), as amended from
          time to time.

     The provisions of this Section 11A.1(b) shall not prohibit any action
     described in subsections (i) through (iii) of this Section 11A.1(b), above,
     (w) that, before the date on which a Change in Control occurs, is
     specifically authorized or approved (or, in the case of an amendment or
     modification of the Plan, is adopted) by the Board, (x) to which the
     Company or the Plan has become contractually committed before the date on
     which a Change in Control occurs, (y) that is necessary or appropriate to
     enter into, to effectuate, or to implement a Corporate Transaction (as
     defined below) or a Plan Transaction (as defined below), or (z) that
     applies to the Plan (or any portion thereof) when the Plan (or such portion
     of the Plan) is not maintained by the Company. For purposes of this
     subsection, a 'Corporate Transaction' means any transaction or arrangement
     between the Company or a Related Entity (as defined below) and a party
     other than the Company or a Related Entity that alters the size,
     organization, or operation of all or part of any business conducted by the
     Company or a Related Entity, including but not limited to a merger or
     acquisition, a sale, spin-off, or other disposition, the formation or
     implementation of a joint venture, or the formation or implementation of an
     out-sourcing, employee-leasing, or shared-services arrangement; a 'Plan
     Transaction' means a transaction described in subsection (i) of this
     Section 11A.2(b), above, if, immediately after such transaction, the Plan
     and any other plan that results from such transaction, or to which a
     transfer or spin-off is made pursuant to such transaction, are sponsored by
     the Company or a Related Entity; and a 'Related Entity' means any entity
     that, pursuant to section 414(b) or (c) of the Code, is treated as part of
     a single employer that also includes the Company.

     For purposes of this Section 11A.1(b), the definition of 'Affiliate' in
     Article II shall be revised by ascribing to the terms 'controlled group of
     corporations' and 'common control,' as used in that definition, the meaning
     that would be ascribed to those terms if the phrase 'more than 50 percent'
     were substituted for the phrase 'at least 80 percent' in each place the
     latter phase appears in section 1563(a) of the Code.

          (c) Plan Amendments Following Change in Control Notwithstanding the
     provisions of Article XI or the foregoing provisions of this Article XI-A
     or any other provision of the Plan to the contrary, for the five-year
     period beginning on the date on which a Change in Control occurs, (i) the
     Change in Control Provisions may not in


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XI-A
                                                                         Page 98
<PAGE>


     any way be amended, modified, or suspended, directly or indirectly, and
     (ii) no other provision of the Plan may be amended, modified or suspended,
     directly or indirectly, in a manner that would alter the meaning or
     operation of the Change in Control Provisions or that would undermine or
     frustrate their purposes (including any amendment, modification or
     suspension (A) that results, directly or indirectly, from a transaction or
     event described in Section 11A.1(b), or (B) that is made during such
     five-year period or made subsequently and made retroactively effective for
     any period of time preceding the expiration of such five-year period, but
     excluding any amendment, modification or suspension (x) that is required in
     order to consummate or to give effect to an action described in Section
     11A.1(b)(i) through (iii), and that satisfies the requirements set forth in
     clause (w), (x), (y), or (z) of Section 11A.1(b), (y) that is required by
     law, or (z) that is required to preserve the qualification of the Plan
     under section 401(a) of the Code). The Change in Control Provisions may be
     amended or suspended at any time before the date on which a Change in
     Control occurs. Notwithstanding any other provision hereof to the contrary,
     if, while the Change in Control Provisions are in effect, a Change in
     Control occurs and the Plan is terminated on a date that occurs within the
     five-year period beginning on the date on which the Change in Control
     occurs, then (I) the Change in Control Provisions shall remain in effect
     and shall not thereafter be amended, modified or suspended and (II) nothing
     whatsoever shall prevent the fulfillment of the requirements and taking of
     the actions set forth in Section 12.2(h) in accordance with the provisions
     thereof, whether within, or following the expiration of, the five-year
     period beginning on the date on which the Change in Control occurs.

          (d) Scope of Change in Control Provisions. Notwithstanding any Plan
     provisions to the contrary, the Change in Control Provisions of this
     Section 11A.1 shall apply only to participants who as of the date on which
     a Change in Control occurs are active employees of the Company or an
     Affiliate, or beneficiaries of such participants.

     11A.2 Change in Control Before January 1, 2002. Notwithstanding any
provision in the Plan to the contrary, the change in control provisions that
were in effect under the Products Plan as of the change in control that occurred
on May 18, 1999 shall continue to apply through May 18, 2004 with respect to
individuals who were participants or beneficiaries in the Products Plan on May
18, 1999.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XI-A
                                                                         Page 99
<PAGE>


                                   ARTICLE XII

                        DISTRIBUTION OF THE PENSION FUND
                          UPON TERMINATION OF THE PLAN

     12.1 Vesting on Plan Termination. In case of a termination or partial
termination of the Plan, the rights of all affected Employees, Retired
Employees, and Beneficiaries to benefits accrued under the Plan to the date of
such termination or partial termination, to the extent then funded, shall be
nonforfeitable.

     12.2 Allocation of Assets on Plan Termination. Upon termination of the
Plan, the Committee shall allocate the Pension Fund in accordance with the
following priority schedule, after providing for reasonable Plan administration
expenses:

          (a) First, there shall be paid any portion of a participant's accrued
     benefits derived from any non-mandatory contributions by him to the Plan;

          (b) Second, there shall be paid any portion of a participant's accrued
     benefits derived from any mandatory contributions by him to the Plan;

          (c) Third, there shall be allocated to (i) the Pension of each Retired
     Employee (or Beneficiary) that was being paid on the date three years prior
     to the date of termination, and (ii) the Pension of each Employee (or
     former Employee or Beneficiary) that would have been in pay status three
     years prior to the date of termination if the Employee or former Employee
     had Retired prior to such earlier date and if his Pension had commenced (in
     the normal form of annuity under the Plan) as of the beginning of such
     three-year period, an amount that is sufficient to provide such Pension,
     payable from the date of termination based on the provisions of the Plan as
     in effect during the five-year period ending on such date and under which
     the Pension was or would have been the least;

          (d) Fourth, there shall be allocated to each Pension an amount that
     together with any amount allocated under subsection (c), above, is
     sufficient to provide the portion of the Pension that is guaranteed by the
     Pension Benefit Guaranty Corporation, as provided under Title IV of ERISA
     (without regard to sections 4022(b)(5) and 4022(b)(6) thereof);

          (e) Fifth, there shall be allocated to each Pension an amount that
     together with any amounts allocated under subsections (c) and (d), above,
     is sufficient to provide each such Pension, to the extent it is
     nonforfeitable;

          (f) Sixth, there shall be allocated to each Pension the amount that
     together with any amounts allocated under subsections (c) through (e),
     above, is sufficient to provide the accrued Pension on the date of the
     termination;

          (g) Seventh, after all liabilities of the Plan have been satisfied,
     any Residual Assets shall be distributed to the Company, except as
     otherwise required by section 4044(d)(3)(A) of ERISA, and provided that the
     date of the Plan termination does not occur within the five-year period
     beginning on the date on which a Change in Control occurs under Article
     XI-A.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XII
                                                                        Page 100
<PAGE>


          (h) If the date of the Plan termination occurs within the five-year
     period beginning on the date on which a Change in Control occurs under
     Article XI-A, then the Residual Assets shall not be distributed to the
     Company (except to the limited extent provided in the GTE Benefits
     Protection Trust), and instead shall be applied in accordance with
     paragraph (i) or (ii) of this subsection (h), whichever is applicable.

               (i) If the GTE Benefits Protection Trust is in effect on the
          first day on which all liabilities of the Plan are satisfied or on any
          date within 30-calendar days thereafter, the Residual Assets shall be
          transferred directly from the Pension Fund to the GTE Benefits
          Protection Trust and shall be applied in accordance with the
          provisions of the GTE Benefits Protection Trust. The direct transfer
          of the Residual Assets shall be effected at the earliest practicable
          time (and in any event not later than 30 calendar days) after the
          satisfaction of all liabilities of the Plan, and shall be effected
          automatically and directly by the Trustee without the necessity of
          further action by the Board, the Company, any officer or employee of
          the Company, or any other party.

               (ii) If the GTE Benefits Protection Trust is not in effect on the
          first day on which all liabilities of the Plan are satisfied or on any
          date within 30-calendar days thereafter, the "Net Residual Assets" (as
          defined in the GTE Benefits Protection Trust as last in effect prior
          to the date on which the Change in Control occurs) shall be applied
          directly and at the earliest practicable time for the exclusive
          purpose of providing benefits to participants and beneficiaries under
          the GTE Benefits Programs pursuant to the terms thereof and defraying
          the reasonable expenses of providing such benefits. The Net Residual
          Assets shall be so applied in the manner and in accordance with the
          priorities specified in the applicable provisions of the GTE Benefits
          Protection Trust as last in effect prior to the date on which the
          Change in Control occurs; provided, however, that if the GTE Benefits
          Protection Trust is not established prior to the date on which the
          Change in Control occurs, such application of the Net Residual Assets
          shall be made (and "Net Residual Assets" shall be defined) in the
          manner last designated in writing by the Committee after August 6,
          1987, but prior to the date on which the Change in Control occurs; and
          provided further that, if the Committee fails to make such a
          designation after August 6, 1987, and prior to the date on which the
          Change in Control occurs, the Net Residual Assets shall be applied
          directly and at the earliest practicable time for the exclusive
          purpose of providing benefits to participants and beneficiaries under
          the GTE Benefits Programs pursuant to the terms thereof (and defraying
          the reasonable expenses of providing such benefits) in the manner and
          in accordance with the priorities specified in the applicable
          provisions of the draft of the GTE Benefits Protection Trust presented
          to and approved by the Board of Directors of GTE Corporation on August
          6, 1987, and "Net Residual Assets" shall be defined in the manner
          provided in such draft.

If the assets of the Pension Fund are insufficient to provide in full the
amounts required under subsections (a) through (d), above, such assets shall be
allocated pro rata among the Pensions described in the subsection for which the
required amounts first cannot be provided in full. If the assets of the Pension
Fund are insufficient to provide in full the amounts required under subsection
(e), above, the assets available for allocation under subsection (e) shall be
allocated first to provide the amounts required under such subsection on the
basis of the terms of the Plan as in effect at the beginning of the five-year
period ending on the date of the Plan


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XII
                                                                        Page 101
<PAGE>


termination. If the assets of the Pension Fund are insufficient to provide such
amounts in full, the assets shall be allocated among such amounts on a pro rata
basis. If the assets of the Pension Fund are sufficient to provide such amounts
in full, then any remaining assets shall be allocated to provide the amounts
under such subsection based on the Pensions resulting from each successive
amendment during the five-year period until the available assets are
insufficient to provide the amounts required under subsection (e). The assets
available for allocation with respect to the Pensions resulting from the first
such amendment shall be allocated on a pro rata basis.

     12.3 Provision for Pensions After Plan Termination. Except as otherwise
provided in subsection (h) thereof, provision pursuant to Section 12.2 may be
made, in the discretion of Verizon Corporate Services Group Inc., by the
purchase of annuities or by continuing in existence any Trust Agreements or
arrangements with insurance companies entered into pursuant to the Plan and
making provision therefrom for Pensions, or both, or by immediate distribution
from the Pension Fund, or by any combination of these means, as Verizon
Corporate Services Group Inc., in its sole discretion, shall determine.

     12.4 Computation of Pensions After Plan Termination. The Pensions specified
in Section 12.2 shall be computed in accordance with the provisions of Article
VI, Article VI-A or the Schedules of the Plan, as applicable, except that, to
the extent permitted by law, the periods of Vesting Service, Accredited Service,
Net Credited Service and Pension Accrual Service used in the computation for
Employees shall be regarded as ended as of the Plan termination date and only
Average Annual Compensation, Net Monthly Compensation and the Cash Balance
Account as of that date shall be taken into account.

     12.5 Continued Employment Not Required After Plan Termination. The payment
of such Pensions shall not be contingent on an Employee's continuing in the
service of the Company or any other employer after the termination of the Plan,
except to the extent such service is otherwise required under the Plan to become
eligible for a particular Pension or form of payment.

     12.6 Data in Company Records on Plan Termination. In all cases such
Pensions shall be determined, to the extent permitted by law, on the basis of
the Employee's age, Vesting Service, Accredited Service, Net Credited Service,
Pension Accrual Service, Cash Balance Account and Average Annual Compensation,
as applicable, as shown by the Company's records as of the Plan termination
date.

     12.7 Satisfaction of Liabilities on Plan Termination. In the case of all
Pensions for which provision is made for the purchase of annuities from an
insurance company, the delivery of an annuity contract or certificate of the
insurance company from which the annuity is purchased to each Employee, Retired
Employee, former Employee, or Beneficiary to whom such Pensions are payable
shall, to the extent permitted by applicable law, serve to relieve the Pension
Fund from any further obligations for the payment of such Pensions. In the case
of all Pensions for which provision is not made through the purchase of
annuities from an insurance company, the judgment of Verizon Corporate Services
Group Inc. as to the adequacy of the alternative provision shall be final to the
extent permitted by applicable law. If such alternative provision made as of the
Plan termination date should thereafter at any time appear, in the judgment of
Verizon Corporate Services Group Inc., inadequate or more than sufficient to
continue the payment of the amounts previously estimated to be payable, the
remaining payments of such Pensions shall be adjusted pro rata in the order of
precedence set forth in Section 12.2.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XII
                                                                        Page 102
<PAGE>


     12.8 Post-1993 High-25 Distribution Restrictions. With respect to
distributions that commence on or after January 1, 1994, the provisions of
Section 12.8 shall not apply and the following provisions of this Section 12.9
shall apply:

          (a) Upon the termination of the Plan, the benefit of each highly
     compensated employee and each highly compensated former employee (both as
     defined in section 414(q) of the Code) shall be limited to a benefit that
     is nondiscriminatory under section 401(a)(4) of the Code.

          (b) The annual payments under the Plan with respect to a participant
     shall not exceed the annual payments that would be made with respect to the
     participant under a straight life annuity that is the actuarial equivalent
     of his accrued benefit. The preceding sentence shall not apply to a
     participant for a calendar year if: (i) the participant is not among the 25
     highly compensated employees and highly compensated former employees (both
     as defined in section 414(q) of the Code) of the Affiliates with the
     greatest compensation in that calendar year or any prior calendar year;
     (ii) after satisfying all benefits payable to the participant under the
     Plan, the value of Plan assets does not fall below 110 percent of the
     Plan's current liabilities (as defined in section 412(l)(7) of the Code);
     (iii) the value of the benefits payable with respect to the participant
     under the Plan is less than 1 percent of the value of the Plan's current
     liabilities (as defined in section 412(l)(7) of the Code and determined
     before distribution to the participant); or (iv) the value of the benefits
     payable with respect to the participant under the Plan does not exceed the
     amount described in section 411(a)(11)(A) of the Code. If the Plan is
     terminated while the restrictions pursuant to this subsection (b) are in
     effect, amounts in excess of those restrictions shall first be applied in a
     nondiscriminatory manner to the satisfaction of any Plan liabilities to
     participants who are not subject to the restrictions, and any balance
     remaining shall then be applied in a nondiscriminatory manner to any Plan
     liabilities that may be outstanding with respect to participants who are
     subject to the restrictions.

          (c) This Section 12.8 is intended to satisfy the requirements of
     Treas. Reg. ss. 1.401(a)(4)-5(b). This Section 12.8 shall not be construed
     in a manner that would impose limitations that are more stringent than
     those required by section 1.401(a)(4)-5(b) of the Treasury Regulations. If
     Congress should provide by statute, or the United States Treasury
     Department or the Internal Revenue Service should provide by regulation,
     ruling, or other guidance of general applicability, that the foregoing
     restrictions are no longer necessary for the Plan to meet the requirements
     of section 401(a) of the Code or any other applicable provision of the
     Internal Revenue Code then in effect, such restrictions shall become void
     and shall no longer apply, without the necessity of further amendment to
     the Plan.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XII
                                                                        Page 103
<PAGE>


                                  ARTICLE XIII

                       INTERCHANGE OF BENEFIT OBLIGATIONS

     13.1 Interchange Agreement Permitted. Agreements may be made by the Company
with Affiliates for an interchange of the obligations to which they may be
subject under pension plans.

          (a) In General. These interchange agreements shall provide that:

               (i) except as otherwise determined by the plan sponsors, pension
          plans shall be maintained on a consistent and substantially uniform
          basis by all of the companies participating in such interchange
          agreements;

               (ii) advance provision for the payment of pensions shall be made
          by each company in such amounts as may be necessary to provide for and
          fulfill all requirements of its plan as in effect from time to time;

               (iii) service for vesting, retirement eligibility and benefit
          accrual of the participants under the pension plans sponsored by the
          companies that are parties to such agreements shall include service
          with all such companies;

               (iv) the transfer of the accrued benefit of any participant to
          this Plan under any such agreement shall not result in a reduction of
          such accrued benefit or the elimination of an optional form of benefit
          with respect to such accrued benefit which is prohibited by section
          411(d)(6) of the Code and the Treasury regulations thereunder; and

               (v) an employee who is transferred from a class of employees
          whose service is determined on the basis of computation periods to a
          class of employees whose service is determined on the basis of elapsed
          time shall have his service under the Plan determined on a basis that
          is no less favorable to the employee than that described in Treasury
          regulations section 1.410(a)-7(f).

          (b) Special Rules for Employees Who Previously Participated in a Plan
     for Associate Employees of Former Bell Atlantic Companies. If an individual
     becomes an Employee on or after January 1, 2002 following a period of
     employment and participation in a defined benefit pension plan for
     non-management or associate employees of an Affiliate that was a Bell
     Atlantic Company (referred to as a "BA Associates Plan"), and the
     individual (y) was not employed by an Affiliate before such employment as a
     non-management or associate employee, and (z) has not participated in any
     Affiliate's defined benefit pension plan following such employment and
     prior to becoming an Employee, the Employee's benefits under the Plan shall
     be determined as described in Articles IV-A, V-A and VI-A of the Plan,
     subject to subsection (a) and the following:

               (i) There shall be no transfer of assets and liabilities from the
          BA Associates Plan and the Employee shall not have an Unconverted
          Annuity Benefit from his employment under the BA Associates Plan.

               (ii) If the Employee is a Transition-Eligible Employee on or
          after


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIII
                                                                        Page 104
<PAGE>


          January 1, 2002, the Employee shall not be credited with Pension
          Accrual Service for his period of service under the BA Associates Plan
          for purposes of the benefit formula described in Section 6A.1(b) or
          otherwise.

               (iii) The formulas described in Sections 6A.1(c) and (d) shall
          not apply to an Employee described in this subsection (b).

          (c) Special Rules for Employees Whose Benefits are Transferred to the
     Plan from a Plan for Associate Employees of Former GTE Companies. If an
     individual becomes an Employee on or after January 1, 2002 following a
     period of employment and participation in a defined benefit pension plan
     for non-management or associate employees of an Affiliate that was a GTE
     Company (referred to as a "GTE Associates Plan"), and the individual (y)
     was not employed by an Affiliate before such employment as a non-management
     or associate employee, and (z) has not participated in any Affiliate's
     defined benefit pension plan following such employment and prior to
     becoming an Employee, the assets and liabilities attributable to such
     Employee's benefits under such GTE Associates Plan (if not previously paid
     in full to the Employee) shall be transferred to and shall become
     liabilities of the Plan. Unless provided otherwise in an agreement between
     the Company and the Employee's collective bargaining agent, following such
     transfer, the Employee's benefits under the Plan shall be determined as
     described in Articles IV-A, V-A and VI-A of the Plan, subject to subsection
     (a) and the following:

               (i) If the Employee is a Transition-Eligible Employee, subject to
          any adjustments otherwise applicable under the Plan, the Employee's
          benefit under Section 6A.2 or 6A.3 payable in the form of a single
          life annuity commencing on his Pension Commencement Date shall in no
          event be less than the sum of (A) the Employee's Unconverted Annuity
          Benefit accrued under the GTE Associates Plan, reduced for early
          commencement under the terms of the plan under which such benefit was
          accrued, as in effect on the last day of the Employee's active
          participation in such plan, but subject to any adjustment more
          favorable to the Employee as may be provided in Exhibit A for a
          deferred vested pension, plus (B) the benefit calculated as described
          in Section 6A.2(b), using only Pension Accrual Service, if any, earned
          for employment as an Employee, reduced for early commencement as
          described in Section 6A.2(b) or 6A.3(b), as appropriate.

               (ii) The formulas described in Sections 6A.1(c) and (d) shall not
          apply to an Employee described in this subsection (c).

          (d) Other Transfers. If a participant has a series of events involving
     periods of employment and transfers of benefits among this Plan, a Prior
     Plan or any other defined benefit pension plan maintained by an Affiliate,
     and the effect of such series of events on the participant's benefit is not
     covered under this Section 13.1, the participant's Pension shall be
     determined in a manner consistent with the provisions of this Section 13.1.

     13.2 Plans of Canadian Affiliates. In the event of the transfer of an
Employee from this Company to the employment of an Affiliate in Canada that has
a pension plan and his subsequent retirement under such circumstances that he is
entitled to a pension under the pension plan of such Canadian company, he shall,
in addition to such pension, be paid a


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIII
                                                                        Page 105
<PAGE>


Pension by this Plan in accordance with the provisions hereof, on the basis of
his service for benefit accrual purposes (Accredited Service or Pension Accrual
Service, as applicable) earned as of the date of transfer; provided, however,
that (a) his Average Annual Compensation shall include U.S. dollars equivalent
to the amounts paid by the Canadian company, and the minimum pension provision
in Section 6.1(c), if applicable, shall be applied only after taking account of
the U.S. dollar equivalent of the pension payable under the Canadian company's
plan, and (b) this provision shall apply to a Former Bell Atlantic Employee only
if such transfer occurs on or after January 1, 2002.

     13.3 Mandatory Portability. This Plan shall be administered in a manner
that complies with the terms of the Interchange Agreement, and in compliance
with the federal statute enacted in furtherance of the Interchange Agreement.

          (a) Waiver of Portability. An Employee or former Employee who is
     eligible for portability under the terms of the Interchange Agreement, by
     reason of his current or prior period of participation in an Interchange
     Company Pension Plan, may waive portability in accordance with the terms of
     the Interchange Agreement. If the Employee or former Employee waives
     portability, none of the special rules in subsections (b) and (c) of this
     Section 13.3 shall apply.

          (b) Employees Transferring from an Interchange Company Pension Plan.
     The following provisions apply to an Employee who previously participated
     in an Interchange Company Pension Plan, who is employed by an Affiliate
     that is an Interchange Company, and who is eligible for and has not
     previously waived portability under the Interchange Agreement:

               (i) Prior Service Credit. If and when required by the Interchange
          Agreement, the Employee's Vesting Service, Net Credited Service and
          Pension Accrual Service (if a Transition-Eligible Employee) shall be
          supplemented by crediting the corresponding periods of vesting
          service, retirement eligibility service and pension accrual service
          accrued by the Employee under the Interchange Company Pension Plan in
          which the Employee participated prior to becoming an Employee.

               (ii) Treatment of Transferred Benefit. If and when required by
          the Interchange Agreement, the Interchange Company Pension Plan in
          which the Employee was previously a participant shall transfer to the
          Plan the assets and liabilities associated with the Employee's accrued
          benefit under the Interchange Company Pension Plan determined as
          described in the Interchange Agreement. If the Interchange Company
          Pension Plan transfers an accrued benefit expressed as a single life
          annuity payable at normal retirement age, the transferred benefit
          shall be held in the Plan as an Unconverted Annuity Benefit. If the
          Interchange Company Pension Plan transfers an accrued benefit
          expressed as a cash balance account, such account shall be treated as
          the Employee's opening balance in his Cash Balance Account under the
          Plan which shall thereafter be eligible for Pay Credits and Interest
          Credits in accordance with the terms of the Plan; provided, however,
          that Interest Credits shall be credited to the transferred cash
          balance account using the interest rate prescribed by the Interchange
          Company Pension Plan from which the cash balance account is
          transferred, if that interest rate would require a higher Interest
          Credit Percentage. This provision shall be administered in a manner


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIII
                                                                        Page 106
<PAGE>


          that avoids duplication of benefit accrual in the combination of
          benefits from the two plans.

               (iii) Effect of Lump-Sum Distribution. An Employee described in
          this Section 13.3(b) shall not have his accrued benefit transferred
          from any Interchange Company Pension Plan from which he has previously
          received a lump-sum distribution of his accrued benefit. In such case,
          the Employee's Vesting Service, Net Credited Service and Pension
          Accrual Service (if a Transition-Eligible Employee) shall be
          supplemented by crediting the corresponding periods of vesting
          service, retirement eligibility service and pension accrual service
          accrued by the Employee under the Interchange Company Pension Plan in
          which the Employee participated prior to becoming an Employee, but
          only if the Employee executes a written agreement authorizing the Plan
          to offset the Employee's Accrued Benefit, to the extent such benefit
          is calculated based on Pension Accrual Service that includes the
          Employee's benefit accrual service under such Interchange Company
          Pension Plan, by the lump-sum distributed by the Interchange Company
          Pension Plan expressed as a single life annuity payable at normal
          retirement age under the terms of the Interchange Company Pension
          Plan. Any such service shall be credited to the Employee on the later
          of (A) the date on which the Employee would have been credited with
          such service under the Interchange Agreement had he not received the
          lump-sum distribution, or (B) the date on which the Employee executes
          the agreement described in the preceding sentence.

               (iv) Special Vesting Rules. Vesting for the portion of an
          Employee's benefit that is transferred from the Interchange Company
          Pension Plan shall be determined by using the sum of the Employee's
          vesting service under the Interchange Company Pension Plan plus
          Vesting Service subsequently earned under this Plan and then using
          either the vesting schedule under the Plan or the vesting schedule
          that was in effect under the Interchange Company Pension Plan when the
          individual ceased to be an active participant under that plan,
          whichever results in the higher vesting percentage.

          (c) Transfers of Pension Liabilities from this Plan to an Another
     Interchange Company Pension Plan. The following provisions apply to an
     Employee who previously participated in the Plan as an Employee of an
     Affiliate that is an Interchange Company, who is an active participant in
     an Interchange Company Pension Plan, and who is eligible for and has not
     previously waived portability under the Interchange Agreement:

               (i) Transfer of Pension Liability. If and when required by the
          Interchange Agreement, the assets and liabilities for the Employee's
          Accrued Benefit under the Plan shall be transferred to the applicable
          Interchange Company Pension Plan. In such event, the Employee's
          eligibility for a Pension or any other benefit hereunder shall cease.

               (ii) Effect of Lump-Sum Distribution. The Plan shall accept on
          behalf of an Employee described in this subsection (c) who received a
          lump-sum distribution of his vested Accrued Benefit under the Plan and
          subsequently becomes a participant in an Interchange Company Pension
          Plan that requires the individual to repay the distribution in order
          to be eligible for portability


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIII
Page 105
<PAGE>


          treatment (and offers no alternate offset provision) a repayment of
          the full amount of the distribution, with interest. Interest on the
          lump-sum distribution shall be calculated for each month, beginning
          with the month in which the distribution was made and ending with the
          month of repayment, using 1/12 of the annual PBGC immediate annuity
          rate in effect for January of the year in which such month occurs. The
          distribution shall be repaid in a lump-sum payment, within 12 months
          of the date on which the individual is notified by the Plan of the
          amount of the repayment, in whole or in part as a rollover from a
          conduit IRA, with any remaining portion payable in after-tax dollars.
          Within 12 months of receiving the repayment, the Plan shall transfer
          to the Interchange Company Pension Plan the greater of (A) the amount
          of the repayment or (B) the amount that would have been transferred
          under the Interchange Agreement had the individual never received a
          distribution, and the individual's eligibility for a pension under the
          plan shall cease. Except as provided in this subsection, there shall
          be no transfer of assets and liabilities from this Plan to the
          subsequent Interchange Company Pension Plan for an individual who has
          received a lump-sum distribution of his Accrued Benefit under the
          Plan.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIII
                                                                        Page 108
<PAGE>


                                   ARTICLE XIV

                               GENERAL PROVISIONS

     14.1 No Employment Rights Conferred. Neither the action of the Company
establishing this Plan nor any action taken by the Company under the Plan shall
be construed as giving to any Employee a right to be retained in the service of
the Company.

     14.2 Integration Clause. No Employee, Retired Employee, former Employee,
Beneficiary, or any other person shall be entitled to or have any vested right
in or claim to a Pension under the Plan, except as expressly provided herein.

     14.3 Incapacity of Recipient. Pension payments to a Retired Employee or a
Beneficiary unable to execute a proper receipt therefor may be made to a
relative or other person, selected by the Committee, for the benefit of the
Retired Employee or the Beneficiary, and the receipt executed by such person
shall discharge the obligations of the Plan and the Committee to such Retired
Employee or Beneficiary and anyone claiming through either of them.

     14.4 ERISA Fiduciary Duties. Nothing in the Plan shall relieve or be deemed
to relieve any Plan fiduciary from any responsibility, obligation, or duty
imposed by or under ERISA.

     14.5 Compliance with State and Local Law. The provisions of this Plan
relating to an Employee's age of Retirement shall not be applied in
circumstances that would cause such provisions to be in violation of applicable
state or local law. In such circumstances, the Employee Benefits Committee as
Plan administrator shall modify the application of such provisions to the extent
necessary to comply with applicable state or local law, but only to the extent
such laws are not preempted by federal law.

     14.6 Usage. Words in the masculine gender shall include the feminine gender
and the plural shall include the singular unless the context indicates
otherwise.

     14.7 Titles and Headings. The titles to Articles and the headings of
Sections, subsections, paragraphs, and subparagraphs in this Plan are placed
herein for convenience of reference only and, as such, shall be of no force or
effect in the interpretation of the Plan.

     14.8 Severability Clause. In the event any provision of the Plan is held to
be in conflict with or in violation of any state or federal statute, rule, or
decision, all other provisions of this Plan shall continue in full force and
effect. In the event that the making of any payment or the provision of any
other benefit required under the Plan is held to be in conflict with or in
violation of any state or federal statute, rule, or decision or otherwise
invalid or unenforceable, such conflict, violation, invalidity, or
unenforceability shall not prevent any other payment or benefit from being made
or provided under the Plan, and in the event that the making of any payment in
full or the provision of any other benefit required under the Plan in full would
be in conflict with or in violation of any state or federal statute, rule or
decision or otherwise invalid or unenforceable, then such conflict, violation,
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 in conflict
with or in violation of any state or federal statute, rule or decision or
otherwise invalid or unenforceable, and the maximum payment or


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIIV
                                                                        Page 109
<PAGE>


benefit that would not be in conflict with or in violation of any state or
federal statute, rule or decision or otherwise invalid or unenforceable, shall
be made or provided under the Plan.

     14.9 Certain Military Service. Notwithstanding any provision of this Plan
to the contrary, for reemployments initiated on or after December 12, 1994,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Article XIIV
                                                                        Page 110
<PAGE>


                                   ARTICLE XV

                             TOP-HEAVY REQUIREMENTS

     15.1 In General. This Article XV shall apply only if the Plan is Top-Heavy,
as defined below. If, as of any Determination Date, as defined below, the Plan
is Top-Heavy, the provisions of Section 15.4, below, shall take effect as of the
first day of the Plan Year next following the Determination Date and shall
continue to be in effect until the first day of any subsequent Plan Year
following a Determination Date as of which it is determined that the Plan is no
longer Top-Heavy.

     15.2 Definitions. For purposes of this Article XV, the following
definitions shall apply, and shall be interpreted in accordance with the
provisions of section 416 of the Code and the regulations thereunder:

          (a) "Aggregation Group" means a group of Verizon Plans consisting of
     each Verizon Plan in the Required Aggregation Group and each other Verizon
     Plan selected by the Committee for inclusion in the Aggregation Group that
     would not, by its inclusion, prevent the group of Verizon Plans included in
     the Aggregation Group from continuing to meet the requirements of sections
     401(a)(4) and 410 of the Code.

          (b) "Average Compensation" means the participant's average
     Compensation, as defined in Section 15.2(c), below, for the period of
     consecutive years (not exceeding 5) during which the participant had the
     greatest aggregate Compensation from the Company, excluding (i) years
     ending before 1984, and (ii) years commencing after the last Top-Heavy
     Year, and adjusted, in accordance with section 416(c)(1)(D)(ii) of the
     Code, for years not included in a year of Vesting Service.

          (c) "Compensation" means compensation for a calendar year within the
     meaning of section 415 of the Code and the regulations thereunder, but
     shall not exceed the annual compensation limit in effect for the calendar
     year under section 401(a)(17) of the Code.

          (d) "Determination Date" means the December 31 immediately preceding
     the Plan Year for which the determination is made.

          (e) "Verizon Plan" means any stock bonus, pension, or profit-sharing
     plan of the Company and the Affiliates intended to qualify under section
     401(a) of the Code.

          (f) "Key Employee" means any employee of the Company and the
     Affiliates who satisfies the criteria set forth in section 416(i)(1) of the
     Code. For purposes of determining who is a Key Employee, "compensation"
     shall mean "compensation" as defined in section 415 of the Code and the
     regulations thereunder.

          (g) "Required Aggregation Group" means one or more Verizon Plans
     comprising each Verizon Plan in which a Key Employee is a participant and
     each Verizon Plan that enables any Verizon Plan in which a Key Employee is
     a participant to meet the requirements of section 401(a)(4) or 410 of the
     Code.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article XV
                                                                        Page 111
<PAGE>



          (h) "Top-Heavy" means that the Plan is included in an Aggregation
     Group under which, as of the Determination Date, the sum of the present
     value of the cumulative accrued benefits for Key Employees under all
     defined benefit plans in the Aggregation Group and the aggregate of all
     accounts of Key Employees under all defined contribution plans in the
     Aggregation Group exceeds 60 percent of the analogous sum determined for
     all employees. The determination of whether the Plan is Top-Heavy shall be
     made in accordance with section 416(g)(2)(B) of the Code and the
     regulations thereunder.

          (i) "Top-Heavy Ratio" means the percentage calculated in accordance
     with Section 15.2(h) hereof and section 416(g)(2) of the Code and the
     regulations thereunder.

          (j) "Top-Heavy Year" means a Plan Year for which the Plan is
     Top-Heavy.

Unless otherwise specified herein, other terms in this Article XV have the
respective meanings ascribed thereto by the other provisions of the Plan.

     15.3 Determination of Top-Heavy Ratio. In determining the Top-Heavy Ratio
with respect to any Plan Year, the following rules shall apply:

          (a) The accrued benefit of any current participant shall be
     calculated, as of the most recent valuation date that is within a 12-month
     period ending on the Determination Date, as if the participant had
     voluntarily terminated employment as of such valuation date. Such valuation
     date shall be the same valuation date used for computing plan costs for
     purposes of the minimum funding provisions of section 412 of the Code.
     Unless, as of the valuation date, the Plan provides for a nonproportional
     subsidy, the present value of the accrued benefit shall reflect a Pension
     commencing at age 65 (or attained age, if later). If, as of the valuation
     date, the Plan provides for a nonproportional subsidy, the Pension shall be
     assumed to commence at the age at which the Pension is most valuable.

          (b) The present value of such accrued benefit shall be calculated by
     multiplying the accrued benefit by the appropriate factor in the following
     table based on the participant's age as of the Determination Date:

================================================================================
               Deferred Annuity                                 Deferred Annuity
Age            Factor to Age 65                Age              Factor to Age 65
================================================================================
19                   0.36752                    45                   2.18380
--------------------------------------------------------------------------------
20                   0.39337                    46                   2.34220
--------------------------------------------------------------------------------
21                   0.42104                    47                   2.51265
--------------------------------------------------------------------------------
22                   0.45067                    48                   2.69619
--------------------------------------------------------------------------------
23                   0.48240                    49                   2.89392
--------------------------------------------------------------------------------
24                   0.51637                    50                   3.10709
--------------------------------------------------------------------------------
25                   0.55274                    51                   3.33707
--------------------------------------------------------------------------------
26                   0.59169                    52                   3.58536
--------------------------------------------------------------------------------
27                   0.63340                    53                   3.85366
--------------------------------------------------------------------------------
28                   0.67806                    54                   4.14383
--------------------------------------------------------------------------------
29                   0.72589                    55                   4.45797
--------------------------------------------------------------------------------
30                   0.77713                    56                   4.79844
--------------------------------------------------------------------------------
31                   0.83202                    57                   5.16786
--------------------------------------------------------------------------------
32                   0.89084                    58                   5.56923
--------------------------------------------------------------------------------
33                   0.95388                    59                   6.00589
--------------------------------------------------------------------------------
34                   1.02145                    60                   6.48169
--------------------------------------------------------------------------------
35                   1.09389                    61                   7.00098
--------------------------------------------------------------------------------
36                   1.17156                    62                   7.56874
--------------------------------------------------------------------------------
37                   1.25486                    63                   8.19069
--------------------------------------------------------------------------------
38                   1.34422                    64                   8.87343
--------------------------------------------------------------------------------
39                   1.44010                    65                   9.62458
--------------------------------------------------------------------------------
40                   1.54301                    66                   9.41000
--------------------------------------------------------------------------------
41                   1.65348                    67                   9.19088
--------------------------------------------------------------------------------
42                   1.77212                    68                   8.96748
--------------------------------------------------------------------------------
43                   1.89957                    69                   8.73999
--------------------------------------------------------------------------------
44                   2.03654                    70                   8.50892
================================================================================

          (c) The Plan shall be aggregated with all Verizon Plans included in
     the Aggregation Group.

     15.4 Top-Heavy Minimum Benefits.

          (a) In any Top-Heavy Year, each participant shall be entitled to the
     greater of:

               (i) the Pension he otherwise is entitled to under the Plan, or

               (ii) an annual benefit that, when expressed as a Pension
          commencing at his Normal Retirement Date (with no ancillary benefits),
          is equal to 2 percent of the participant's Average Compensation for
          each of the participant's first 10 years of Accredited Service (or
          Pension Accrual Service) after 1983 during which the Plan is
          Top-Heavy.

     The annual benefit described in paragraph (ii), above, shall not be
     adjusted to take into account the availability of preretirement death
     benefits under the Plan.

          (b) A participant who has completed at least 3 years of Vesting
     Service and

-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article XV
                                                                        Page 113
<PAGE>


     who is credited with an Hour of Service in a Top-Heavy Year shall have a
     nonforfeitable right to his accrued benefit.

          (c) For each Top-Heavy Year, the Annual Compensation of each
     participant taken into account under the Plan for all Plan Years (including
     Plan Years before the first Top-Heavy Year) shall not exceed his
     "Compensation" (as defined in Section 15.2(c)); provided that any benefits
     accrued before a Top-Heavy Year (determined without regard to any Plan
     amendments adopted after the end of the Plan Year next preceding the
     Top-Heavy Year) shall not be reduced as a result of the application of this
     subsection (c).

          (d) The benefit required by Section 15.4(a) and vested pursuant to the
     provisions of Section 15.4(b) shall not be forfeitable under provisions
     that otherwise would be permitted by section 411(a)(3)(B) (relating to
     suspension of benefits upon reemployment) or 411(a)(3)(D) (relating to
     forfeitures upon withdrawal of mandatory contributions) of the Code.

          (e) The Plan shall meet the requirements of this Section 15.4 without
     taking into account, in accordance with section 416(e) of the Code,
     contributions or benefits under chapter 21 of the Code (relating to the
     Federal Insurance Contributions Act), Title II of the Social Security Act,
     or any other federal or state law.

          (f) The requirements of this Section 15.4 shall not apply with respect
     to any employee included in a unit of employees covered by an agreement
     that the Secretary of Labor finds to be a collective bargaining agreement
     between employee representatives and one or more Affiliates if there is
     evidence that retirement benefits were the subject of good faith bargaining
     between such employee representatives and the Affiliate.

     15.5 Termination of Top-Heavy Status. If, for any Plan Year after a
Top-Heavy Year, the Plan is no longer Top-Heavy, the provisions of Section 15.4,
above, shall not apply with respect to such Plan Year; provided that

          (a) the accrued benefit of any participant shall not be reduced on
     account of the operation of this Section 15.5;

          (b) each participant shall remain fully vested in any portion of the
     participant's accrued benefit that was fully vested before the Plan ceased
     to be Top-Heavy; and

          (c) any participant who was a participant in a Top-Heavy Year and who
     has completed at least 3 years of Vesting Service as of the first day of
     the Plan Year in which the Plan is no longer Top-Heavy may elect to remain
     subject to the provisions of Section 15.4(b).

     15.6 Interpretation. This Article XV is intended to satisfy the
requirements imposed by section 416 of the Code and shall be construed in a
manner that will effectuate this intent. This Article XV shall not be construed
in a manner that would impose requirements that are more stringent than those
imposed by section 416 of the Code.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Article XV
                                                                        Page 114
<PAGE>


                                   ARTICLE XVI
                  2001 QUALIFIED INVOLUNTARY SEPARATION PROGRAM

     16.1 Purpose. This Article XVI is intended to provide Employees with
additional benefits in light of the Company's need to reorganize due to the
recent merger of GTE Corporation and Bell Atlantic Corporation. In general, this
Article XVI provides additional retirement benefits to Eligible Participants who
receive a Notice of Discharge between January 1, 2001, and December 31, 2001,
inclusive. The additional benefits provided under this Article XVI, calculated
in the form of a lump sum, shall serve as an offset to any benefits paid under
an Executive Severance Agreement.

     16.2 Definitions. The following capitalized terms, when used in this
Article XVI, shall have the following meanings, notwithstanding any different
definitions of such terms elsewhere in the Plan.

          (a) "Company" means GTE Products of Connecticut Corporation or any
     other Affiliate that cosponsored the Products Plan.

          (b) (i) "Eligible Participant" means a current participant in the
     Products Plan on the date Notice of Discharge is received who is:

               (A) on the participant's Separation Date, an Employee of the
          Company; or

               (B) on the participant's Separation Date,

                    (I) receiving workers' compensation benefits or on
               short-term disability, but not receiving a Disability Pension (as
               defined in the Plan or the Products Plan), and

                    (II) whose last employment in an employer-employee
               relationship before he commenced receiving workers' compensation
               benefits or before his short-term disability was in a capacity
               described in subparagraph (A); or

                    (C) (I) on a leave of absence with a right to return to
               employment of like status or like pay pursuant to Company policy
               or return to employment pursuant to federal or state law on the
               participant's Separation Date, and

                    (II) whose last employment in an employer-employee
               relationship before his leave of absence commenced was in a
               capacity described in subparagraph (A).

          (ii) Notwithstanding the foregoing, the following individuals shall
     not be Eligible Participants:

                    (A) participants who are mandatorily retired pursuant to
               Section 5.2 or 5A.1(b) (or any similar provision of the Products
               Plan);


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 115
<PAGE>


                    (B) temporary Employees who have not been in active service
               past the first anniversary of their date of hire;

                    (C) participants who are receiving or who cease to be
               entitled to receive long-term disability benefits under a
               long-term disability plan maintained by the Company or an
               Affiliate;

                    (D) Ameritech Transferred Employees, as defined in Schedule
               XXIV of the Verizon Management Pension Plan; and

                    (E) Employees of Verizon Wireless referenced in Schedule
               XXXI of the Verizon Management Pension Plan.

          (c) "ISEP" means the 2001 Qualified Involuntary Separation Program
     provided for in this Article XVI.

          (d) "Modified Average Annual Compensation" means a Special Separatee's
     Average Annual Compensation as determined under the Plan or the Products
     Plan in which the Eligible Participant was participating immediately prior
     to his Separation Date, but based on the Special Separatee's rate of
     compensation for the 36 consecutive months of employment during which he
     was compensated at the highest rates of pay. For purposes of this Article
     XVI, Modified Average Annual Compensation shall include awards under the
     Management Incentive Plan, the International Team Incentive Program, and
     the GTE Investment Management Corporation Incentive Plan, but shall not
     include awards under the Executive Incentive Plan.

          (e) "Notice of Discharge" means a written notice that the Company
     issues an Eligible Participant informing the Eligible Participant that he
     will be involuntarily discharged for a reason other than cause and which is
     received by the participant between January 1, and December 31, 2001,
     inclusive.

          (f) "Qualified Separation Date" means the participant's Separation
     Date (between January 1, and December 31, 2001, inclusive, or such later
     date as may be related to the Notice of Discharge received by the
     participant). A participant's Separation Date shall be determined by the
     participant's last day of active employment with the Company regardless of
     any accrued and unused vacation or banked vacation that may be taken into
     account under Section 16.5(d).

          (g) "SEP Annuity" means an annuity that is the actuarial equivalent of
     the SEP Lump Sum. For purposes of determining the SEP Annuity, actuarial
     equivalence shall be determined by using the Special Separatee's actual age
     and whichever assumptions specified in Section 16.5(c)(i) would provide the
     greater lump sum if an annuity were being converted to an actuarially
     equivalent immediate lump sum payment.

          (h) "SEP Lump Sum" means a fixed amount (regardless of when paid)
     equal to the lesser of:

               (i) The greater of:

                    (A) 0.1 multiplied by the Special Separatee's Modified
               Average Annual Compensation, or


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 116
<PAGE>


                    (B) the Special Separatee's Modified Average Annual
               Compensation multiplied by the sum of:

                         (I) 0.037 multiplied by the Special Separatee's
                    Accredited Service under the Products Plan (Pension Accrual
                    Service under the Plan, if the Separation Date occurs after
                    December 31, 2001), not in excess of 10 years, and

                         (II) 0.047 multiplied by the Special Separatee's
                    Accredited Service under the Products Plan (Pension Accrual
                    Service under the Plan, if the Separation Date occurs after
                    December 31, 2001), in excess of 10 years; or

               (ii) 1.2 multiplied by the Special Separatee's Modified Average
          Annual Compensation; provided, however, that, for a Special Separatee
          who receives a Notice of Discharge on or after October 1, 2001 and
          before January 1, 2002 and who is not an employee of any of the
          Verizon entities that are involved with directory services, including
          but not limited to Verizon Information Services Inc., Verizon
          Directory Services Inc., Verizon Yellow Pages Company, National
          Telephone Directory Company, Penn-Del Directory Company, and
          Chesapeake Directory Sales Company, the amount described in this
          paragraph (ii) shall not be less than $75,000.

     Notwithstanding the foregoing, the SEP Lump Sum shall be reduced by any
     amount required to be paid by the Company or an Affiliate in connection
     with the Employee's separation from service pursuant to foreign law to the
     extent that the Employee's Pension under the Plan has not been reduced by
     such amount pursuant to Section 6.1(d)(ii) or 6A.1(e)(ii) (or any similar
     provision of the Products Plan).

     Notwithstanding the foregoing, the SEP Lump Sum shall be equal to 50% of
     the amount determined pursuant to the preceding provisions of this Section
     16.2(h) unless the Special Separatee (or, if Section 16.5(f) applies
     following the Special Separatee's death, the Special Separatee's personal
     representative):

               (i) executes a release in a form satisfactory to the Company (and
          returns such release as instructed on the release or related
          materials, such as a cover letter or highlights booklet)

                    (A) prior to the Separation Date, or

                    (B) if later, prior to the expiration of 21 days in the case
               of an individual separation or 45 days in the case of a group
               separation, as determined by the Company, after the date the
               release is received by the Special Separatee, and

               (ii) does not subsequently revoke the release in accordance with
          the terms of such release.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 117
<PAGE>



          (i) "Separates" means to separate from employment with the Company and
     its Affiliates no later than the Eligible Participant's Qualified
     Separation Date and in accordance with the terms and conditions of the
     ISEP.

          (j) "Separation Date" means the date that a Special Separatee
     Separates under the ISEP.

          (k) "Special Separatee" means an Eligible Participant who has received
     a Notice of Discharge and Separates under the ISEP pursuant to this Article
     XVI.

Each other capitalized term used in this Article XVI shall have the meaning
given to such term elsewhere in the Plan.

     16.3 Temporary and Limited Application of This Article.

          (a) This Article XVI is not intended to constitute a permanent part of
     the Plan, but is of temporary duration and limited applicability. The sole
     purpose of this Article XVI is to provide a special basis for the
     computation of the Pension payable to a Special Separatee. This Article XVI
     shall not affect, or be taken into account in determining, the Pension or
     any other benefit under the Plan or the Products Plan of any Employee other
     than a Special Separatee.

          (b) Immediately after the latest Separation Date of any Eligible
     Participant described in this Article XVI, this Article XVI shall be deemed
     to be deleted from the Plan automatically, without the necessity of any
     further amendment to the Plan or any other action by the Board or any other
     party, and this Article XVI shall thereafter have no further force or
     effect. After it has ceased to be effective and has been deemed to be
     deleted from the Plan, this Article XVI shall continue to apply in
     determining the right to a Pension with respect to each Special Separatee
     and the computation of such Pension.

          (c) The ISEP is neither voluntary nor elective. No Eligible
     Participant may elect to Separate or decline to Separate under the ISEP. An
     Employee may be required to Separate under the ISEP. Notwithstanding the
     foregoing, an Eligible Participant's decision to execute a release in
     accordance with Section 16.2(h) shall be voluntary and elective.

     16.4 Computation of the Pension Under the ISEP.

          (a) An Eligible Participant who Separates shall not be considered to
     be a Special Separatee who Separated under the ISEP unless he receives a
     Notice of Discharge from the Company between January 1, 2001, and December
     31, 2001, inclusive, for a reason other than cause. An Employee who quits
     or retires, or who is mandatorily retired pursuant to Section 5.2 or
     5A.1(b) (or any similar provision of the Products Plan) shall not be
     considered to have been discharged. Notwithstanding the foregoing, for
     purposes of this Section 16.4(a), an Eligible Participant who quits
     voluntarily, retires or dies after receiving a Notice of Discharge for a
     reason other than cause, shall be considered to be a Special Separatee who
     separated under the ISEP (the Separation Date being the date of such quit,
     retirement, or death). Furthermore, and notwithstanding the foregoing, an
     Employee shall not be considered to have been discharged, regardless of
     whether the Employee has been provided with a Notice of Discharge, if (i)
     the Employee does not, as determined by the Company on a


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 118
<PAGE>


     nondiscriminatory basis, experience a separation from service as a result
     of his termination of employment with the Company or (ii) the Employee is
     designated as a "Transferred Employee" by the Company, or is otherwise
     transferred to another employer, pursuant to or as a result of a sale,
     disposition, or other transaction, including but not limited to, the sale,
     transfer, exchange or other disposition of any assets or stock of the
     Company, a merger, the creation of a joint venture, or an outsourcing
     arrangement, and such Employee shall thereafter not be considered to have
     been discharged for purposes of this Article XVI, regardless of whether he
     is subsequently discharged by another employer.

          (b) Each Eligible Participant who Separates as a Special Separatee
     under the ISEP shall be entitled to:

               (i) a Service Pension if he is eligible for a Service Pension
          under the Products Plan or Article V, or a Deferred Vested Pension if
          he is not eligible for a Service Pension and he is eligible for a
          Deferred Vested Pension under the Products Plan or Article V and, if
          other than an Excluded Employee, he Separates before January 1, 2002,
          or

               (ii) a Vested Pension if he is eligible for a Vested Pension
          under Article V-A and he Separates after December 31, 2001,

     with his Service Pension, Deferred Vested Pension or Vested Pension, as the
     case may be, enhanced by the SEP Annuity. An Eligible Participant who is
     not eligible for a Service Pension, Deferred Vested Pension or Vested
     Pension under the provisions of the Plan or the Products Plan other than
     this Article XVI (or any similar Article in the Products Plan) shall be
     entitled, pursuant to this Section 16.4, to a SEP Annuity (but not to a
     Pension).

          (c) (i) Notwithstanding Section 16.4(b) and Section 5.3(b)(i) (or any
     similar provision of the Products Plan), for a Special Separatee whose
     Separation Date occurs before January 1, 2002, if as of the Special
     Separatee's Separation Date, he is within 24 months of the date on which
     his years of Accredited Service (of not less than 15 years) combined with
     his years of age will equal 76, then the Special Separatee shall be
     eligible for a Service Pension computed under Section 6.1 (or any similar
     provision of the Products Plan), except as provided in paragraph (ii) of
     this subsection (c), and enhanced by the SEP Annuity, instead of a Deferred
     Vested Pension computed under Section 6.3 (or any similar provision of the
     Products Plan).

          (ii) If the Pension Commencement Date of a Special Separatee described
     in paragraph (i) of this subsection (c) precedes the date on which he
     attains age 55, his Pension shall be reduced in accordance with the
     reduction factors for Service Pensions specified by Section 6.1(b) (or any
     similar provision of the Products Plan), except that if his Pension
     Commencement Date precedes the date on which his years of Accredited
     Service (of not less than 15 years) combined with his years of age
     (including his years of age after he Separates) total 76, the Special
     Separatee's Service Pension shall, in addition, be reduced by 0.6% for each
     month between the Special Separatee's Pension Commencement Date and the
     date on which his years of Accredited Service (of not less than 15


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 119
<PAGE>


          years) plus his years of age (including his years of age after he
          Separates) total 76.

     16.5 Computation of Pensions Generally.

          (a) The provisions of this Article XVI apply, and pension benefits
     under this Article XVI shall be provided, only with respect to Special
     Separatees. The Pension of any Employee other than a Special Separatee
     shall be determined without regard to, and shall be wholly unaffected by,
     this Article XVI. In addition, the inclusion of this Article XVI in this
     restatement of the Plan is not intended to change or increase any benefit
     provided under the similar provision in the Products Plan to a Special
     Separatee whose Separation Date occurs before January 1, 2002. No benefit
     shall accrue under this Article XVI except for a Special Separatee as of
     his Separation Date. This Article XVI does not provide for an accrued
     benefit or an additional accrued benefit for any Employee or former
     Employee other than a Special Separatee. The method of computation of a
     Pension under Article XVI is entirely separate and distinct from, and shall
     not become a part of, any method of computation of a Pension under the Plan
     without regard to this Article XVI.

          (b) The SEP Annuity shall be paid at the same time and in the same
     form as the remainder (if any) of the Special Separatee's Pension.
     Notwithstanding any other provision of the Plan, including, but not limited
     to, Sections 5.3 and 5.5 (or any similar provision of the Products Plan), a
     Special Separatee may elect as his Pension Commencement Date the first day
     of any month following his Separation Date; provided that such date is not
     later than the Pension Commencement Date that is otherwise required by
     provisions of the Plan, including, but not limited to, Sections 7.6 and
     7.7, and such Pension Commencement Date satisfies the Plan's administrative
     notice and processing requirements.

               (c) (i) Any Eligible Participant who qualifies for a Pension
          under this Article XVI may elect, in accordance with the notice,
          timing and other election requirements that apply to the election of
          an alternative form of payment under Section 6A.6, to receive his
          Pension in the form of a lump sum distribution. The amount of any such
          lump sum distribution shall be (x) the actuarial equivalent of the
          Special Separatee's Service Pension, Deferred Vested Pension or Vested
          Pension (if any), as the case may be, determined under Article VI (or
          any similar provision of the Products Plan) or VI-A, as appropriate,
          as a single life annuity commencing as of the Special Separatee's
          Pension Commencement Date, plus (y) any SEP Lump Sum to which the
          Special Separatee is entitled. For purposes of calculating the minimum
          amount of a lump sum distribution under Section 417(e) of the Code and
          Section 205(g) of ERISA, (x) and (y) from the preceding sentence
          shall, consistent with past Plan administration, be considered one
          combined total pension benefit. For purposes of this paragraph (i),
          actuarial equivalence shall be determined by applying the 1971 Towers,
          Perrin, Forster & Crosby Forecast Mortality Table with ages set back
          two years and whichever of the following interest rates provides the
          greater lump sum distribution:

                    (A) the six-month moving average yield of United States
               Treasury obligations with ten-year maturities, as reported in the
               Federal Reserve Statistical Release or an equivalent publication
               of said Federal Reserve, with the six-month averaging period
               commencing 12 months


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 120
<PAGE>


               prior to the Special Separatee's Pension Commencement Date,
               computed in accordance with the provisions of the Plan as
               modified in accordance with this Article XVI; or

                    (B) the PBGC Immediate Rate, provided that the SEP Annuity
               and the SEP Lump Sum shall be disregarded in determining whether
               the Special Separatee's vested accrued benefit exceeds $25,000
               for purposes of determining the amount of the PBGC Immediate Rate
               (as described in the definition of PBGC Immediate Rate in Article
               II).

               (ii) The amount of any Special Separatee's lump sum distribution
          under this Article XVI shall not be less than the greater of:

                    (A) the lump sum distribution (if any) that the Special
               Separatee could have received under the Plan or the Products
               Plan, as applicable, without regard to this Article XVI; or

                    (B) the actuarial equivalent of (x) the Special Separatee's
               Service Pension, Deferred Vested Pension or Vested Pension (if
               any), as the case may be, plus (y) any SEP Annuity to which the
               Special Separatee is entitled, determined under Article VI (or
               any similar provision of the Products Plan) or VI-A, as
               appropriate (in the case of the Service Pension, Deferred Vested
               Pension or Vested Pension (if any), as the case may be) and under
               Section 16.2(g) (in the case of any SEP Annuity) as a single life
               annuity commencing as of the Special Separatee's Normal
               Retirement Date, and by applying the assumptions set forth in (I)
               Section I(B)(iii) of Attachment 1 to Exhibit A for Pension
               Commencement Dates occurring before January 1, 2002, and (II) the
               last sentence of Section I(B) of Attachment 1 to Exhibit A for
               Pension Commencement Dates occurring on or after January 1, 2002.
               For purposes of calculating the minimum amount of a lump sum
               distribution under Section 417(e) of the Code and Section 205(g)
               of ERISA, (x) and (y) from the preceding sentence shall,
               consistent with past Plan administration, be considered one
               combined total pension benefit.

               (iii) Section 7.1 shall not apply to the payment of a Pension in
          the form of a lump sum distribution pursuant to this Article XVI.

          (d) Accrued and unused vacation or banked vacation with the Company or
     an Affiliate shall be taken into account for purposes of determining a
     Special Separatee's Modified Average Annual Compensation, Average Annual
     Compensation and Accredited Service or Pension Accrual Service in
     accordance with the provisions of the Plan and Plan administration.

          (e) Except as specifically provided in this Article XVI, this Article
     XVI shall not affect the provisions of the Plan that govern eligibility to
     elect to receive a Pension in any optional form of payment.

          f)  (i)   If a married Eligible Participant dies before his Pension
          Commencement Date, but after receiving a Notice of Discharge for a
          reason other than cause, a Spouse's Pension shall be payable to his
          Spouse in accordance with Section 6.4 (or any similar provision of the
          Products Plan) or a Pre-Retirement Death Benefit shall be payable to
          his Beneficiary in accordance


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 121
<PAGE>


          with Section 6A.4, as appropriate, unless the Eligible Participant
          elected, in accordance with Section 6.4(d) (or any similar provision
          of the Products Plan) or 6A.4(e), to waive Spouse's Pension or
          Pre-Retirement Death Benefit coverage. Section 6.4 or 6A.4 shall be
          applied to the Spouse or Beneficiary of such a deceased Eligible
          Participant, and the Spouse's Pension or Pre-Retirement Death Benefit
          shall be computed as if, as of his Separation Date (or, if he dies
          before that date, the date that would have been his Separation Date),
          the deceased Eligible Participant had Separated, and his Pension
          included his SEP Annuity.

               (ii) The normal Pension Commencement Date of a Spouse's Pension
          under this subsection (f) shall be the first day of the month next
          following the later of the deceased Eligible Participant's Normal
          Retirement Date or the date of his death; provided that any Spouse
          entitled to a Spouse's Pension under this subsection (f) may elect any
          Pension Commencement Date that is permitted by Section 6.4(b) (or any
          similar provision of the Products Plan). Any Pre-Retirement Death
          Benefit shall commence as described in Section 6A.4.

          (g) If a benefit is payable pursuant to Section 6A.5(f)(iii) (relating
     to an Employee who elects a Joint-Survivor Pension but dies before his
     Pension Commencement Date), any SEP Annuity to which the Employee would
     have been entitled if he had survived until his Separation Date and
     commenced his Pension shall be considered part of the Employee's Pension
     for purposes of determining the benefit pursuant to Section 6A.5(f)(iii).

          (h) In the case of an Eligible Participant whose Pension under the
     Plan is calculated in part on the basis of benefits that he previously
     accrued under the Contel System Pension Plan but that now are benefits
     payable under the Plan, accredited service under the Contel System Pension
     Plan shall be counted as Accredited Service or Pension Accrual Service, as
     applicable, for purposes of determining the amount of the SEP Lump Sum. In
     the case of an Eligible Participant whose Pension under the Plan is
     calculated in part on the basis of benefit eligibility and vesting service
     that he previously earned under the Contel Retirement Savings Plan, but
     that is now counted as Vesting Service under the Plan, such Vesting Service
     shall be counted as Accredited Service or Pension Accrual Service, as
     applicable, for purposes of determining the amount of the SEP Lump Sum. In
     the case of an Eligible Participant who was credited with service for
     benefit accrual purposes under the Times-Mirror Press Retirement Income
     Plan or the ALLTEL Corporation Pension Plan, such credited service shall be
     counted as Accredited Service or Pension Accrual Service, as applicable,
     for purposes of determining the amount of the SEP Lump Sum. In the case of
     an Eligible Participant who was employed by Providence Journal, AF
     Operating, Inc., BBN Corporation, or Genuity, Inc., years and months of
     employment with each respective entity shall be counted as Accredited
     Service or Pension Accrual Service, as applicable, for purposes of
     determining the amount of the SEP Lump Sum. In no event shall an Eligible
     Participant receive credit more than once for the same period of service
     for purposes of determining the amount of the SEP Lump Sum. Similarly, an
     Eligible Participant is not entitled to receive service for purposes of
     determining the amount of the SEP Lump Sum for service that has been
     recognized under any other severance plan maintained by the Company or an
     Affiliate.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 122
<PAGE>


     16.6 Miscellaneous.

          (a) If a Special Separatee is receiving disability benefits under a
     plan or program maintained by the Company or its Affiliates, his disability
     benefits shall be reduced after his Pension Commencement Date to the extent
     of his Pension, and, for all purposes under the Plan, including for
     purposes of Sections 4.2(d), 4.6(d), 4A.1(d), 4A.2(d), or 4A.3(e) (or any
     similar provision of the Products Plan), the date his Pension commences
     pursuant to this Article XVI shall be treated as the date that his benefits
     under the LTD Plan cease (regardless of whether his LTD benefits actually
     cease on such date).

          (b) If a Special Separatee is reemployed by an employer described in
     Section 4.2 after his Pension Commencement Date, the former Special
     Separatee's Pension (or that of his Spouse or other Beneficiary) shall
     include any SEP Annuity to which he was entitled before his reemployment;
     provided that, upon his retirement following his reemployment, (i) the
     periodic amount of his Pension shall not be less than the periodic amount
     of the Pension payable in the same form to which he was entitled, in
     accordance with the provisions of the Plan including this Article XVI, when
     he Separated, and (ii) he may recommence his Pension without regard to any
     provision of the Plan that would require him to delay his Pension
     Commencement Date.

          (c) In any case where a special provision set forth in a schedule to
     the Plan varies a Plan provision that is referred to in this Article XVI
     and that is set forth in a Section of the Plan that precedes this Article
     XVI, each reference in this Article XVI to such Plan provision shall be
     deemed to refer to the provisions as varied by the applicable special
     provision. This Section 16.6(c) shall be interpreted and applied by the
     Committee in a consistent and nondiscriminatory manner in accordance with
     the purposes of this Article XVI and of the Plan as a whole.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Article XVI
                                                                        Page 123
<PAGE>


<TABLE>
                                                     EXHIBIT A

                    ACTUARIAL EQUIVALENCE/APPLICABILITY OF TABLES IN COMPENDIUM OF PLAN FACTORS
====================================================================================================================
                                                           Main Text
                                                                                             Schedule
                                                         and All Other
                                                                             ---------------------------------------
<S>                      <C>                                <C>                       <C>                <C>
                      Factor
                                                           Purposes                  I                   II
====================================================================================================================
Early  Commencement  for Deferred  Vested Pensions                                             Use factors specified
(Section 6.5)                                             Table AA 1            Table AA 1        in Schedule for
                                                                                               Contel benefit to the
----------------------------------------------------------------------------------------------  extent such factors
                                                                                               yield higher benefits
Early  Commencement  for Vested Pensions  (Section
6A.2(b)(iii))                                              Table AA              Table AA
--------------------------------------------------------------------------------------------------------------------
Joint-Survivor Conversion
(Regular)                                                  Table BB              Table BB
--------------------------------------------------------------------------------------------------------------------
5- and 10-Year
Certain & Life                                             Table CC              Table CC
(Regular)
--------------------------------------------------------------------------------------------------------------------
Pop-Up Annuity                                             Table DD

--------------------------------------------------------------------------------------------------------------------
Lump Sums for Participants (including small              Attachment 1
benefit cash-outs in Section 7.6)
--------------------------------------------------------------------------------------------------------------------
Lump Sums for Beneficiaries (including small             Attachment 1
benefit cash-outs in Section 7.6)
--------------------------------------------------------------------------------------------------------------------
Converting Cash Balance Account to Single Life           Attachment 2
Annuity payable to participant on Pension
Commencement Date (Section 6A.2(a)) or to Single
Life Annuity payable to Spouse on Pension
Commencement Date (Section 6A.4(a)(i))
--------------------------------------------------------------------------------------------------------------------
Calculating Cash Balance Account Opening Balance         Table EE
for Former GTE Employee as of January 1, 2002
(Section 6A.1(a)(i)(B)(I))
--------------------------------------------------------------------------------------------------------------------
Determining Actuarial Present Value of Accrued           Attachment 3
Benefit as of December 31, 2001 for Opening Balance
Minimum (Section 6A.1(a)(i)(B)(II))


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                                                           Exhibit A
                                                                                                            Page 124
<PAGE>


====================================================================================================================
                                                           Main Text
                                                                                             Schedule
                                                         and All Other
                                                                             ---------------------------------------
                      Factor
                                                           Purposes                  I                   II
====================================================================================================================
Determining Actuarial Equivalent of                Apply actuarial factors
Unconverted Annuity Benefit payable                used by plan in which
as a Single Life Annuity to                        benefit was accrued or
Spouse                                             7% interest and TPF&C
                                                   1971 Forecast Mortality
                                                   Table for Males (with
                                                   ages set back 2 years),
                                                   whichever yields the
                                                   higher benefit.
====================================================================================================================

For purposes of determining actuarial equivalence, age is determined in years
and completed months. Optional form conversions for benefits transferred from
other plans pursuant to Section 13.1 or 13.3 are subject to the special rules
described in Section 6A.6(f).

1 For an Unconverted Annuity Benefit, apply these factors or the early payment
factors prescribed by the terms of the plan under which such benefit was accrued
as in effect on the last day of the Employee's active participation in such
plan, whichever yields the higher benefit.

NOTE: Actuarial equivalence for pension commencement dates occurring prior to
January 1, 2002 under a Prior Plan shall be determined following the provisions
of the Prior Plan in accordance with Section 6A.11.
</TABLE>


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Exhibit A
                                                                       Page 125
<PAGE>


                           ATTACHMENT 1 TO EXHIBIT A

I. Section 6A.6(b)(i) or (ii) Lump Sum Option for a Pension, Section 6A.4 Lump
Sum Option for a Pre-Retirement Death Benefit, and Section 7.6 Mandatory Lump
Sum - Pension Commencement Date On or After January 1, 2002.

          (A) Subject to the special rule in Section 6A.6(f) applicable to
     benefits transferred from other plans, paragraphs (B) through (D), below,
     and any adjustments otherwise applicable under the Plan, the lump sum
     payable under Section 6A.6(b)(i) or (ii), 6A.4 or 7.6 on a Pension
     Commencement Date occurring on or after January 1, 2002 shall equal the
     greater of:

               (i) the sum of (I) the participant's Cash Balance Account, if
          any, plus (II) the lump sum value, determined as of the Pension
          Commencement Date, derived from the single life annuity payable as of
          the Pension Commencement Date with respect to the participant's
          Unconverted Annuity Benefit calculated pursuant to Section
          6A.2(a)(ii), if any; or

               (ii) the greatest of the lump sum values, determined as of the
          Pension Commencement Date, derived from the single life annuities
          payable commencing as of the Pension Commencement Date calculated
          under the non-cash balance formulas, if any, applicable to the
          participant or Beneficiary under Article VI or VI-A, as appropriate.

          (B) Lump sum values described in paragraph (A)(i)(II) or (A)(ii),
     above, shall be determined using whichever of the following assumptions
     yields the largest value:

               (i) The TPF&C 1971 Forecast Mortality Table for Males (with ages
          set back two years) and the six-month moving average yield of United
          States Treasury obligations with ten-year maturities, as reported in
          the Federal Reserve Statistical Release or an equivalent publication
          of said Federal Reserve, with the six-month averaging period
          commencing 12 months prior to the Pension Commencement Date.

               (ii) The TPF&C 1971 Forecast Mortality Table for Males (with ages
          set back two years) and the PBGC Immediate Rate.

               (iii) The "applicable mortality table" (within the meaning of
          section 417(e)(3)(A)(ii)(I) of the Code) and the "applicable interest
          rate" (within the meaning of section 417(e)(3)(A)(ii)(II) of the Code)
          for the fifth month preceding the month in which the applicable
          Pension Commencement Date occurs.

               (iv) The "applicable mortality table" (within the meaning of
          section 417(e)(3)(A)(ii)(I) of the Code) and the "applicable interest
          rate" (within the meaning of section 417(e)(3)(A)(ii)(II) of the Code)
          for the second month preceding the first day of the calendar quarter
          in which occurs the participant's Pension Commencement Date (or, if
          the Pension Commencement Date is the first day of the calendar
          quarter, the interest rate used by the Plan during the preceding
          calendar quarter). (This is the Plan's Code section 417(e) rate
          effective on and after January 1, 2002.)


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Exhibit A
                                                                        Page 126
<PAGE>


     Notwithstanding the foregoing, the amount of any lump sum value applied for
     purposes of paragraph (A)(i)(II) or (A)(ii) when determining the lump sum
     payable to a participant shall not be less than the actuarial present value
     (as of the Pension Commencement Date) of the participant's benefit under
     the relevant formula in the form of a single life annuity payable
     commencing on the first day of the month next following the participant's
     Normal Retirement Date as calculated under Article VI or Section 6A.1(b),
     (c), (d) or (f), as appropriate, based on (I) for Pension Commencement
     Dates before June 1, 2004, the assumptions described in (B)(iii) or
     (B)(iv), above, whichever yield the higher benefit, or (II) for Pension
     Commencement Dates on or after June 1, 2004, the assumptions described in
     (B)(iv), above.

          (C) If the Beneficiary of a Pre-Retirement Death Benefit is one
     individual, the Beneficiary's age in years and completed months shall be
     used to determine the amount of the Pre-Retirement Death Benefit. If there
     is more than one Beneficiary, the age of the oldest Beneficiary shall be
     used to determine the amount of the Pre-Retirement Death Benefit. If the
     Beneficiary is not an individual, the Beneficiary will be assumed to be the
     same age as the participant.

          (D) For purposes of this attachment, the "applicable mortality table"
     (within the meaning of section 417(e)(3)(A)(ii)(I) of the Code) shall be
     (i) the mortality table referred to in Revenue Ruling 95-6 for Pension
     Commencement Dates occurring prior to December 31, 2002, and (ii) the
     mortality table referred to in Revenue Ruling 2001-62 for Pension
     Commencement Dates occurring on or after December 31, 2002.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Exhibit A
                                                                        Page 127
<PAGE>


                            ATTACHMENT 2 TO EXHIBIT A

     I. Converting Cash Balance Account to Single Life Annuity. For purposes of
     Section 6A.2(a) or 6A.4(a)(i), a Cash Balance Account shall be converted to
     an immediate single life annuity using the "applicable mortality table"
     (within the meaning of section 417(e)(3)(A)(ii)(I) of the Code) and the
     "applicable interest rate" (within the meaning of section
     417(e)(3)(A)(ii)(II) of the Code) for the second month preceding the first
     day of the calendar quarter in which occurs the Pension Commencement Date
     (or, if the Pension Commencement Date is the first day of the calendar
     quarter, the interest rate used by the Plan during the preceding calendar
     quarter); provided, however, that a cash balance account that has been
     transferred to the Plan from an Interchange Company Pension Plan pursuant
     to Section 13.3 shall be converted to a single life annuity using the
     interest and mortality assumptions in effect under the Interchange Company
     Pension Plan on the last day of the participant's active participation in
     that plan if using such assumptions would result in a larger single life
     annuity amount. For purposes of this attachment, the "applicable mortality
     table" (within the meaning of section 417(e)(3)(A)(ii)(I) of the Code)
     shall be (i) the mortality table referred to in Revenue Ruling 95-6 for
     Pension Commencement Dates occurring prior to December 31, 2002, and (ii)
     the mortality table referred to in Revenue Ruling 2001-62 for Pension
     Commencement Dates occurring on or after December 31, 2002.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Exhibit A
                                                                        Page 128
<PAGE>


                            ATTACHMENT 3 TO EXHIBIT A


I. Determining Actuarial Present Value of Accrued Benefit as of December 31,
2001 for Opening Balance Minimum. For purposes of Section 6A.1(a)(i)(B)(II), the
actuarial present value of a participant's accrued benefit under the Products
Plan as of December 31, 2001 shall be determined under whichever of the sets of
assumptions in Section I(B)(i) through (iv) of Attachment 1 to Exhibit A
produces the largest amount. For purposes of this calculation, the "Pension
Commencement Date" shall be January 1, 2002.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Exhibit A
                                                                        Page 129
<PAGE>


                                    EXHIBIT B

                           SCHEDULE OF EFFECTIVE DATES

     This restatement of the Plan is effective January 1, 2002.

     The schedule contained in this Exhibit B sets forth the effective dates of
those provisions of the Plan that have been amended since Plan was restated.

                           SCHEDULE OF EFFECTIVE DATES


--------------------------------------------------------------------------------
PLAN PROVISION             EFFECTIVE DATE              DESCRIPTION AND COMMENTS

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                       Exhibit B
                                                                        Page 130
<PAGE>


                                   SCHEDULE I

                SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES
                 FORMERLY EMPLOYED BY GTE SYLVANIA INCORPORATED
                     OR OTHER EMPLOYER PARTICIPATING IN THE
                 GTE SYLVANIA PENSION PLAN FOR SALARY EMPLOYEES

The following Schedule previously contained in the Products Plan shall apply, to
the extent applicable, to Former GTE Employees who were covered by this Schedule
under the Products Plan and who complete a Paid Hour of Service as an Employee
on or after January 1, 2002. References to the "Plan" in this Schedule shall be
read to refer to the Plan and/or the Products Plan, as appropriate.

     Any Employee who was employed by GTE Sylvania Incorporated prior to January
1, 1978, and who has transferred or shall transfer to the employment of GTE
Products Corporation from the employment of GTE Sylvania Incorporated during the
period from December 27, 1976 to December 31, 1981, including without limitation
any such Employee who after December 27, 1976, continues to serve as an officer
or director of GTE Sylvania Incorporated, and who shall Retire or become
eligible to Retire, including without limitation eligibility to Retire
established under this Schedule I, during the period from January 1, 1977 to
December 31, 1981, shall have the benefit of the terms and conditions of the
main text of the Plan and the following additional or alternative rights, and,
to the extent applicable, shall be subject to the other terms and provisions
hereinafter set forth; provided that the terms and provisions contained in
Sections 2, 3, and 4 of this Schedule I, the effects of which are expressly
stated to be not limited in duration or not dependent on the date when or period
within which any said Employee shall Retire or become eligible to Retire, shall
apply to any Employee who was employed by GTE Sylvania Incorporated prior to
January 1, 1978, and, who has transferred or shall transfer from the employment
of said corporation to the employment of GTE Products Corporation. For purposes
of this Schedule I, references to GTE Sylvania Incorporated, unless the context
otherwise clearly requires, shall be deemed to include any other employer
participating in the GTE Sylvania Pension Plan for Salary Employees, during the
period of such participation.

     1. Participation. Such Employee who was formerly a member of the GTE
Sylvania Pension Plan for Salary Employees shall be a participant within the
meaning of Article III of this Plan although he commenced employment by GTE
Sylvania Incorporated (or other employer participating in the GTE Sylvania
Pension Plan for Salary Employees) after the last day of the month during which
he attained age 60.

     2. Accredited Service. Notwithstanding anything to the contrary contained
in this Plan, in the case of any such Employee who was employed by GTE Sylvania
Incorporated prior to September 1, 1961, and (a) who at any time shall have
withdrawn his Accumulated Member Contributions and Accumulated Profit
Distributions (as those terms are defined in the GTE Sylvania Pension Plan for
Salary Employees) but otherwise maintained his continuous service, or (b) who
was not a member of the GTE Sylvania Pension Plan for Salary Employees for any
period prior to September 1, 1961, although eligible for membership, but
otherwise maintained his continuous service, his service in respect of the
period prior to September 1, 1961, shall be deemed Accredited Service; provided,
however, that in the case of such Employee described in (a) or (b) of this
Section 2 who terminates service with the Company prior to December 31,


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 131
<PAGE>


1985, his service in respect of the period prior to September 1, 1961 shall be
deemed Accredited Service solely for the purposes of determining eligibility for
a Service Pension, Disability Pension, Spouse's Pension and/or Deferred Vested
Pension but the Pension payable with respect to such Accredited Service shall be
determined on the basis of including one-half the number of the years and months
of such service in the member's aggregate of Accredited Service, all otherwise
in accordance with the provisions of this Plan governing a Service Pension,
Disability Pension, Spouse's Pension and/or Deferred Vested Pension, as the case
may be; provided further, that the minimum Pension for members Retiring on or
after January 1, 1977, with respect to service prior to September 1, 1961, shall
not be less than $5.50 per month for each year of Accredited Service. The
provisions of this Section 2 shall continue in effect indefinitely, subject
nonetheless to the terms and conditions of Article XI of the Plan.

     3. Compensation. The term Compensation as used in Sections 4 and 5 of this
Schedule I, and for purposes of the definition of Monthly Compensation in
Article II of the Plan, shall have the following meaning:

          Compensation shall mean an Employee's regular pay, commissions paid
     pursuant to a written commission plan (unless otherwise provided in said
     plan), overtime pay, vacation pay, suggestion awards, and cash payments
     made pursuant to any bonus, wage or salary incentive plan; the term
     Compensation may be deemed not to include any remuneration paid to any
     Employee included in a unit (during the period that he was or is in such
     unit), which has been designated as not eligible to participate in the
     coverage of this Plan by the Company or, in the case of the GTE Sylvania
     Pension Plan for Salary Employees, by GTE Sylvania Incorporated. In the
     case of Employees who are disabled and eligible to receive benefits
     pursuant to the provisions of a long term disability plan of the Company or
     any Affiliate, such as the Company's plan known as Long Term Disability
     Income Benefits for Salaried Employees, their Compensation for periods of
     such disability and eligibility shall be deemed to be their Compensation
     immediately prior to the commencement of such disability.

The provisions of this Section 3 shall continue in effect indefinitely, subject
nonetheless to the terms and conditions of Article XI of the Plan. In addition
to other applicable limitations that may be set forth in the Plan and
notwithstanding any other contrary provision of the Plan, the amount of
Compensation taken into account with respect to an Employee for a calendar year
shall not exceed the Annual Compensation Limit in effect with respect to the
Employee for the calendar year. Effective on and after January 1, 2002, the
definition of "Compensation" in this Section 3 shall replace "Monthly
Compensation" as defined in Article II of the Plan only to the extent that a
higher Average Annual Compensation or Net Monthly Compensation will result.

     4. Average Annual Compensation. The following definition of Average Annual
Compensation shall apply for purposes of determining any Pension under the Plan
if it shall result in a larger amount than the definition under Article II of
the Plan.

          Average Annual Compensation shall mean the average annual Compensation
     of a member of the Plan for the five (5) consecutive calendar years of
     employment with the Company (or any employer recognized pursuant to Section
     6 of Article IV of the Plan for the purpose of determining Accredited
     Service), during which the said member received his highest amount of
     Compensation. If a member Retires or terminates employment on a date other
     than the end of a calendar year, then, solely for purposes of computing
     Average Annual Compensation, his Compensation for said calendar year in
     which the


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 132
<PAGE>


     Retirement or termination occurs shall be deemed to be an amount equal to
     the sum of (a) his Compensation earned during the calendar year to the date
     of his Retirement or termination, plus (b) an amount representing the
     product obtained by multiplying the Compensation of said member during the
     fifth (5th) calendar year next preceding the calendar year of his
     Retirement or termination by a fraction, the numerator of which shall be
     the difference between twelve (12) and the number of calendar months
     constituting Accredited Service earned by said member in the calendar year
     of his Retirement or termination, and the denominator of which said
     fraction shall be twelve (12); except that if the sum of the calendar
     months of Accredited Service accumulated by said member in the calendar
     year of his Retirement or termination and during said fifth (5th) calendar
     year preceding the year of Retirement or termination is less than twelve
     (12), the fraction shall not apply and the member's Compensation for the
     calendar year in which Retirement or termination occurs shall be deemed to
     be the sum of the Compensation earned in that year plus the Compensation
     earned in the fifth (5th) calendar year next preceding said year. If a
     member's employment was less than 5 calendar years, his Average Annual
     Compensation shall be the average of his Compensation in all such years and
     credit for fractional years shall be recognized at the rate of 1/12 of a
     year for each full month.

The definition of Average Annual Compensation contained in this Section 4 of
Schedule I shall continue in effect indefinitely, subject nonetheless, to the
terms and conditions of Article XI of the Plan.

     5. Alternative Average Annual Compensation. The following definition of
Average Annual Compensation shall apply only for purposes of the benefit formula
contained in Section 7 of Schedule I, if that benefit formula utilizing said
definition contained in this Section 5 shall result in a larger amount than the
Service Pension provided under the Plan utilizing the definition of Average
Annual Compensation contained in Section 4 of this Schedule I or in Article II
of the Plan, or if the benefit formula provided in Section 8 of this Schedule I,
utilizing said definition of Average Annual Compensation contained in this
Section 5, is elected, pursuant to Section 8 of this Schedule I, by an Employee
who retires on a Service Pension prior to attaining age 62 satisfying the
eligibility requirements for a Service Pension under Section 8 of this Schedule
I as well as the eligibility requirements under the provisions of the Plan
utilizing the definition of Average Annual Compensation contained in Section 4
of this Schedule I or in Article II of the Plan.

          Average Annual Compensation shall mean the average annual Compensation
     of a member of the Plan for the five (5) calendar years (which need not be
     consecutive) of employment with the Company and its Affiliates during the
     final ten (10) calendar years of his service (including the year in which
     his termination of service occurs) in which such Employee received his
     highest amount of annual Compensation; provided that if an Employee served
     the Company and its Affiliates less than five (5) calendar years, his
     Average Annual Compensation, computed under this Section 5, shall be the
     average of his annual Compensation in all such years and if an Employee
     served the Company and its Affiliates less than ten (10) calendar years,
     all years of his service shall be taken into account in determining the
     five (5) calendar years in which he received his highest amount of annual
     Compensation.

     6. Vesting. If such Employee's service terminates before the completion of
ten (10) years of Vesting Service, he shall, if he has a minimum of five (5)
years of Vesting Service and if the total of his age and years of Vesting
Service is fifty (50) or more, be eligible for a Deferred


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 133
<PAGE>


Vested Pension computed in accordance with Section 6.3 of this Plan, subject to
the following schedule:

          Years of Vesting Service           Percent of Vested Pension
          ------------------------           -------------------------
                   5                                    50%
                   6                                    60%
                   7                                    70%
                   8                                    80%
                   9                                    90%
                  10                                   100%

Effective for Employees who are credited with an Hour of Service on or after
January 1, 1989, the foregoing special vesting schedule shall not apply and the
vesting schedule contained in Section 5.5 shall apply instead. In the case of
employees (if any) subject to a collective bargaining agreement, the preceding
sentence shall not apply before the earlier of (i) January 1, 1991, or (ii) the
later of January 1, 1989, or the date on which the last of the collective
bargaining agreements (if any) covering employees under the Plan terminates,
determined without regard to any extension thereof adopted after February 28,
1986.

     7. Benefit Formulas. Such Employee upon attainment of age 65 shall have the
right to Retire on his Normal Retirement Date with a fully vested and
nonforfeitable Service Pension which shall be based on the higher of:

          (a) the product of 1.4%, his years of Accredited Service and his
     Average Annual Compensation as defined in Section 5 of this Schedule I,
     less an amount equal to 1% for each year of Accredited Service up to a
     maximum deduction of 33% of the member's Social Security Old Age Benefit to
     which the member would be entitled under the Federal Social Security Act,
     in effect as of the date of Retirement if the member Retires at age 62 or
     later or for which the member first will be eligible at age 62 based on the
     schedule of Social Security benefits in effect as of the member's
     retirement date, assuming for the purpose of determining the Social
     Security Old Age Benefit that the member has no further Compensation after
     such retirement date, or

          (b) the product of the member's years of Accredited Service and the
     monthly benefit (multiplied by 12) based upon Average Annual Compensation
     as defined in Section 5 of this Schedule I, set forth in the following
     schedule:


          ----------------------------------------------------------------------

                           Average Annual Compensation        Benefit Per Month
                                                                  Per Year of
          From                     Up To                      Accredited Service

          ----------------------------------------------------------------------
          0                        10,799                              8.00
          ----------------------------------------------------------------------
          10,800                   11,199                              8.25
          ----------------------------------------------------------------------
          11,200                   11,599                              8.50
          ----------------------------------------------------------------------
          11,600                   11,999                              8.75
          ----------------------------------------------------------------------


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 134
<PAGE>


          ----------------------------------------------------------------------
          12,000                   12,399                              9.00
          ----------------------------------------------------------------------
          12,400                   12,799                              9.25
          ----------------------------------------------------------------------
          12,800                   13,199                              9.50
          ----------------------------------------------------------------------
          13,200                   13,599                              9.75
          ----------------------------------------------------------------------
          13,600                   13,999                              10.00
          ----------------------------------------------------------------------
          14,000                   14,399                              10.25
          ----------------------------------------------------------------------
          14,400                   14,799                              10.50
          ----------------------------------------------------------------------
          14,800                   15,199                              10.75
          ----------------------------------------------------------------------
          15,200                   15,599                              11.00
          ----------------------------------------------------------------------
          15,600                   15,999                              11.25
          ----------------------------------------------------------------------
          16,000                   16,399                              11.50
          ----------------------------------------------------------------------
          16,400                   16,799                              11.75
          ----------------------------------------------------------------------
          16,800                   and up                              12.00
          ----------------------------------------------------------------------

For purposes of this Schedule I, the term Social Security Old Age Benefit shall
mean an Employee's annual primary social security benefit (without deduction
therefrom on account of outside earnings or otherwise). Notwithstanding the
foregoing, an Employee may require, pursuant to the following procedures, that
his Social Security Old Age Benefit as estimated based upon the assumptions
contained in the Plan be recalculated on the basis of his actual earnings
history through the year immediately preceding the year in which he ceases to be
employed as an Employee. In order to obtain such recalculation, an Employee
shall, on the later of his Retirement Date or a date which is within one (1)
year after the date on which the Employee first received a final statement of
his benefit as of his Retirement Date, submit to the Committee a statement from
the Social Security Administration of his earnings for each year which is
relevant to and available for the determination of his old age insurance benefit
under Title II of the Federal Social Security Act. Upon its determination that
such statement contains no material errors, the Committee shall recalculate the
Employee's Social Security Old Age Benefit on the basis of his actual earnings
history as shown in such statement. If the Employee's Pension increases as a
result of such recalculation, the Employee's Pension shall be adjusted
accordingly. If such adjustment requires an increase in any payments previously
made to the Employee, the aggregate increase in such payments shall be paid to
the Employee in a single payment.

     8. Early Retirement. Such Employee, who on or before December 31, 1981, has
attained age 55 with 15 or more years of Accredited Service shall become
eligible to Retire with a Service Pension, which shall be computed in accordance
with Section 7 of this Schedule I, multiplied by the appropriate percentage from
the following table:

--------------------------------------------------------------------------------
Age at                              Years of Accredited Service
               -----------------------------------------------------------------
Retirement     25 or more                20 - 24                    15 - 19
--------------------------------------------------------------------------------
65             100%                      100%                       100%
--------------------------------------------------------------------------------
64             100%                      100%                       94%


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 135
<PAGE>


--------------------------------------------------------------------------------
63             100%                      100%                       88%
--------------------------------------------------------------------------------
62             100%                      100%                       82%
--------------------------------------------------------------------------------
61             100%                      100%                       79%
--------------------------------------------------------------------------------
60             100%                      100%                       76%
--------------------------------------------------------------------------------
59             100%                      74%                        74%
--------------------------------------------------------------------------------
58             100%                      72%                        72%
--------------------------------------------------------------------------------
57             100%                      70%                        70%
--------------------------------------------------------------------------------
56             100%                      68%                        68%
--------------------------------------------------------------------------------
55             100%                      66%                        66%
--------------------------------------------------------------------------------

If such Employee retires pursuant to this Section 8 of Schedule I at or after
attaining age 55 with at least 25 years of Accredited Service or at or after
attaining age 60 with at least 20 years of Accredited Service, he shall receive
until age 62 as his Service Pension an amount equal to the greater of (a) the
benefit determined in accordance with Section 7(a) of this Schedule I, without
taking into account the deduction on account of the Social Security Old Age
Benefit, or (b) the benefit determined in accordance with Section 7(b) of this
Schedule I, and after attaining age 62, an amount equal to the greater of (a)
the benefit determined in accordance with Section 7(a) of this Schedule I or (b)
the benefit determined in accordance with Section 7(b) of this Schedule I;
provided, that any such Employee who is or becomes eligible for a Service
Pension pursuant to this Section 8 and who shall also be eligible for a Service
Pension pursuant to Section 5.3 of the Plan, and who shall elect to Retire prior
to attaining age 62, shall be required, upon request of the Employee Benefits
Committee, irrevocably to elect, prior to the commencement of any payment of
benefits, between the Service Pension pursuant to this Section 8 of Schedule I
and the Service Pension provided under Section 5.3 of the Plan.

         9. Certain Early Retirement Eligible Employees. Any such member who on
or before December 31, 1981, satisfies the eligibility requirements for an Early
Retirement Pension pursuant to Section 8 of this Schedule I or Section 5.3 of
the Plan shall be eligible for and, upon written request filed with the Employee
Benefits Committee, shall be retired by the Employee Benefits Committee on a
Service Pension at the member's Early Retirement Date. Until such time as the
member files such request, the member shall be deemed to have remained a member,
notwithstanding anything contained in this Schedule I or the Plan to the
contrary, but the Early Retirement Pension to which the member shall be
entitled, shall be determined in accordance with the provisions of the Plan, as
supplemented by this Schedule I, in effect on the date of termination of service
of the member.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 136
<PAGE>


     10. Spouse's Pension. The surviving Spouse of any such Employee shall be
entitled to a Spouse's Pension if said Employee (i) dies while in service with
the Company having attained age 55 and completed 15 or more years of Accredited
Service, or (ii) dies while in service with the Company and whose age and years
of Accredited Service equal a minimum of 80 years. The Spouse's Pension for a
surviving Spouse of any such Employee meeting the eligibility requirements set
forth in the preceding sentence, shall be determined in accordance with Section
5.6 and Section 6.4 of the Plan. Any Spouse's Pension paid under this Section 10
of Schedule I (instead of under Section 6.4) shall commence in accordance with
the provisions of Section 6.4, as elected by the surviving Spouse, but not
earlier than the month next following the earliest date on which the deceased
Employee could have elected a Pension under Section 8 of this Schedule I if he
had not died and had earned no additional Accredited Service under the Plan.
Notwithstanding the first sentence of this Section 10, the surviving Spouse of
any such Employee who has earned a nonforfeitable right to a Pension shall be
entitled to a Spouse's Pension payable in accordance with Section 6.4 of the
Plan if the Employee dies before his Pension Commencement Date without having in
effect a valid waiver of the Spouse's Pension under Section 6.4(e) or 6.5(b).

     11. Form of Payment. If such Employee does not make any other election
under this Plan in respect to the form of payment of his Pension, he shall have
the right to receive the payment of his Pension in any one of the following
forms, subject to the provisions of the Plan governing the election of optional
forms of Pensions:

          (a) He may elect an annuity payable in monthly installments for the
     greater of the term of his life or ten years; provided that: (i) if he dies
     before receiving all payments for the ten year term, the remaining payments
     shall be made to his surviving Beneficiary, if any; (ii) if he dies before
     receiving all payments for the ten year term without any surviving
     Beneficiary the present value as of the date of his death of the remaining
     payments shall be paid in a lump sum to his estate; or (iii) if he dies
     before receiving all payments for the ten year term and his surviving
     Beneficiary dies before receiving all remaining payments, the present
     value, as of the date of the Beneficiary's death shall be paid in a lump
     sum to the Beneficiary's estate; or

          (b) He may elect an annuity payable in monthly installments for the
     greater of the term of his life or five years; provided that: (i) if he
     dies before receiving all payments for the five year term, the remaining
     payments shall be made to his surviving Beneficiary, if any; (ii) if he
     dies before receiving all payments for the five year term without any
     surviving Beneficiary, the present value as of the date of his death of the
     remaining payments shall be paid in a lump sum to his estate; or (iii) if
     he dies before receiving all payments for the five year term and his
     surviving Beneficiary dies before receiving all remaining payments, the
     present value, as of the date of the Beneficiary's death, of the payments
     remaining after the Beneficiary's death shall be paid in a lump sum to the
     Beneficiary's estate.

     12. Notwithstanding any provisions of the Plan or in Schedule I or II to
the contrary, the following terms and conditions shall not apply to any Employee
who was either a member of or a participant in the GTE Sylvania Pension Plan for
Salary Employees who transferred to the employment of GTE Products Corporation
during the period from December 27, 1976 to December 31, 1981 or who was a
member or participant in said Plan at the time of the merger of said Plan into
the GTE Products Corporation Plan, who incurred a break in service and who
returned to employment with GTE Sylvania Incorporated or an affiliated Company
prior to January 1, 1980:


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                                                                      Schedule I
                                                                        Page 137
<PAGE>


                  (i) The final clause of Article IV, Section 4, which states
". . . . provided that the Employee had one year of Vesting Service preceding
the break in service."

                  (ii) The final clause of Article IV, Section 8, which states
". . . . provided that the Employee had one year of Vesting Service preceding
the break in service."

Further, that all references to the phrase "provided that (or, in each such
case) the Employee had one year of Vesting Service preceding the break in
service" appearing in Sections 4(D)(1) and 4(D)(2) of the GTE Sylvania Pension
Plan for Salary Employees also shall not be applicable to any of the
above-described Employees who incurred breaks in service but who returned to
employment with GTE Sylvania Incorporated or an affiliated Company prior to
January 1, 1980.

     13. Subject to and specifically conditioned upon the prior receipt of a
favorable determination from the Internal Revenue Service, all Accumulated
Member Contributions and all Accumulated Profit Distributions, if any, in each
Member's Account, whether or not such Member is an Employee, shall be spun off
and transferred to a defined contribution profit-sharing plan sponsored by the
Company or an Affiliate and credited to the individual account established or
maintained thereunder for each such Member, thereafter to be subject to the
provisions of such plan, which may include the immediate withdrawal of all or
any portion of such transferred amounts as elected by the Member, whether or not
an Employee, with the consent of his Spouse. Upon said spin-off, the Member's
Retirement Pension under this Plan shall no longer include benefits attributable
to his accrued benefit derived from employee contributions (within the meaning
of section 411(c) of the Code).

     14. Such Employee who terminates from employment on or after December 31,
1985, and who is found by the Employee Benefits Committee to be an employee in
good standing and at the time he terminates for any cause other than death or
Retirement, and is released from service involuntarily and without fault or
delinquency on his part, shall have added to his Service Pension under Section 7
of this Schedule I an additional monthly benefit equal to (but not to be payable
from) one-half the amount, if any, of the Accumulated Member Contributions
credited to his Member Account as of December 31, 1985, divided by the
appropriate actuarial factor. The Employee Benefits Committee shall make all
determinations with respect to an Employee required under the preceding sentence
on the basis of objective standards adopted in advance by the Employee Benefits
Committee. For purposes of this Section 14, the appropriate actuarial factor
shall be 123.564.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                      Schedule I
                                                                        Page 138
<PAGE>


                                  SCHEDULE II

            SPECIAL PROVISIONS RELATING TO CERTAIN CONTEL EMPLOYEES

The following Schedule previously contained in the Products Plan shall apply, to
the extent applicable, to Former GTE Employees who were covered by this Schedule
under the Products Plan and who complete a Paid Hour of Service as an Employee
on or after January 1, 2002. References to the "Plan" in this Schedule shall be
read to refer to the Plan and/or the Products Plan, as appropriate.


     1.   Classified Employees (as defined in Section 7.9(b) of the Merger
          Agreement and Plan of Reorganization Dated as of August 7, 1990 By and
          Among GTE Corporation, GTE Exchange Corporation and Contel
          Corporation) ("Merger Agreement") who, on December 31, 1991, were
          active participants in the Contel Retirement Savings Plan (the
          "Savings Plan") and were eligible to receive Basic Employer
          Contributions as defined under the terms of the Savings Plan and who
          were transferred to the Plan on or before January 1, 1992 (the
          "Savings Participants") became eligible to participate in the Plan as
          of January 1, 1992.

     2.   For purposes of this Schedule II, the following words and phrases
          shall have the meanings set forth below:

          a.   "Contel Participant" shall mean a person who (i) is a Classified
               Employee (as defined in Section 7.9(b) of the Merger Agreement),
               (ii) became a participant in the Plan before July 1, 1992 (iii)
               transferred from a Contel business unit to a GTE business unit
               before July 1, 1992, (iv) was a participant in the Contel Plan
               before he transferred to a GTE business unit, (v) ceased accruing
               a benefit under the Contel Plan as of the date he transferred to
               a GTE business unit, and (vi) is an active employee as of June
               30, 1992 and has not commenced receiving benefits under either
               the Contel Plan or the Plan as of June 30, 1992. A Savings
               Participant who would be a Contel Participant except that he
               ceased accruing a benefit under the Contel Plan prior to the date
               that he transferred to a GTE business unit shall be treated as
               both a Savings Participant and a Contel Participant for purposes
               of this Schedule II; provided that he shall not receive credit
               under both Paragraph 3.a. and 3.b. of this Schedule II for the
               same period of service, and provided further that his normal
               retirement benefit under the Plan shall be determined solely
               under Paragraph 5 of this Schedule II.

          b.   "Contel Plan" shall mean the Contel System Pension Plan, as in
               effect on June 30, 1992, except where a different effective date
               is specified in this Schedule II.

          c.   "Contel Service" shall mean a Contel Participant's period of
               service as of his Transfer Date that is recognized for benefit
               accrual purposes under the terms of the Contel Plan.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 139
<PAGE>


          d.   "Contel Service Benefit" shall mean a Contel Participant's
               accrued benefit determined as of his Transfer Date, in accordance
               with Sections 1.1 and 14.2 of the Contel Plan in effect on that
               date.

          e.   "GTE Benefit" shall mean (i) in the case of a Contel Participant
               whose normal retirement benefit is calculated under Paragraph
               5.a., below, the Contel Participant's GTE Service Benefit; and
               (ii) in the case of a Contel Participant whose normal retirement
               benefit is calculated under Paragraph 5.b., below, the difference
               between the Contel Participant's Total Service Benefit and his
               Contel Service Benefit.

          f.   "GTE Compensation" shall mean a Contel Participant's or Savings
               Participant's compensation determined under the definition of
               compensation set forth in the Plan that is used to determine a
               participant's benefits thereunder. GTE Compensation shall include
               the remuneration that the Contel Participant or Savings
               Participant received on or before his Transfer Date from Contel
               or from another company participating in the Contel Plan or the
               Savings Plan, whichever is applicable, but only to the extent
               that such remuneration is of a type that is recognized and taken
               into account under the Plan's definition of compensation.

          g.   "GTE Service" shall mean the Contel Participant's or Savings
               Participant's period of service after his Transfer Date that is
               recognized under the terms of the Plan for benefit accrual
               purposes.

          h.   "GTE Service Benefit" shall mean a Contel Participant's accrued
               benefit determined under the Plan's benefit formula and based on
               the Contel Participant's GTE Service and GTE Compensation.

          i.   "Total Service Benefit" shall mean a Contel Participant's accrued
               benefit determined solely under the Plan's benefit formula based
               on the Contel Participant's Contel Service and GTE Service and
               his GTE Compensation.

          j.   "Transfer Date" shall mean the date on which a Contel Participant
               ceased accruing benefits under the Contel Plan; or, in the case
               of a Savings Participant, December 31, 1991.

     3.   a.   For purposes of determining vesting and benefit eligibility
               (including eligibility for early retirement benefits, disability
               benefits, and other benefits), the Plan shall recognize the
               period of service with which a Contel Participant is credited as
               of his Transfer Date, for vesting and benefit eligibility
               purposes under the terms of the Contel Plan.

          b.   With respect to a Savings Participant, the Plan shall recognize
               the period of vesting service with which the Savings Participant
               is credited as of December 31, 1991, under the terms of the
               Savings Plan in effect on that date for purposes of determining
               both vesting and benefit eligibility (including, eligibility for
               early retirement benefits, disability benefits, and other
               benefits) under the Plan.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 140
<PAGE>


     4.   Effective January 1, 1992, the normal retirement benefit under the
          Plan of a Savings Participant shall be his accrued benefit determined
          under the Plan's benefit formula and based on his GTE Service and his
          GTE Compensation.

     5.   The normal retirement benefit under the Plan of a Contel Participant
          shall be equal to the greater of the following:

          a.   The sum of the Contel Participant's Contel Service Benefit and
               GTE Service Benefit; or

          b.   The Contel Participant's Total Service Benefit.

     6.   The early retirement benefits, optional forms of benefit, and
          ancillary benefits that are available under the Contel Plan, shall be
          available under the Plan to Contel Participants subject to the
          following conditions:

          a.   Early Retirement Benefits:

                   (1) A Contel Participant who as of July 1, 1992, has
          satisfied the requirements for an early retirement benefit under
          Section 4.3 of the Contel Plan shall be eligible to receive an early
          retirement benefit subject to the following conditions:

                           (a) if the Contel Participant's benefit is
                   determined under Paragraph 5.a., above, his Contel Service
                   Benefit shall be reduced in accordance with the Contel
                   Plan's early retirement reduction factors, and his GTE
                   Service Benefit shall not be reduced to reflect commencement
                   before his normal retirement date; and

                           (b) if the Contel  Participant's benefit is
                   determined under Paragraph 5.b., above, his Total Service
                   Benefit shall not be reduced to reflect commencement before
                   his normal retirement date.

                   A Savings Participant who, as of July 1, 1992, would have
                   satisfied the requirements for an early retirement benefit
                   under Section 4.3 of the Contel Plan, if the Savings
                   Participant had been a participant in the Contel Plan, also
                   shall be eligible to receive an early retirement benefit
                   subject to the foregoing conditions.

                   (2) A Contel Participant who, after July 1, 1992, satisfies
          the requirements for an early retirement benefit under Section 4.3
          of the Contel Plan, but who does not satisfy the requirements for
          an early retirement benefit under the Plan, shall be eligible to
          receive an early retirement benefit subject to the following
          conditions:

                           (a) if the Contel Participant's benefit is
                   determined under Paragraph 5.a., above, his Contel Service
                   Benefit shall be reduced in accordance with the Contel Plan's
                   early retirement reduction factors, and his GTE Service
                   Benefit shall be actuarially reduced from his normal
                   retirement date (using the Plan's early


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 141
<PAGE>


                   commencement factors that are applicable to deferred vested
                   pensions); and

                           (b) if the Contel Participant's benefit is
                   determined under Paragraph 5.b., above, his Total Service
                   Benefit shall be actuarially reduced from his normal
                   retirement date (using the Plan's early commencement factors
                   that are applicable to deferred vested pensions).

                   (3) A Contel Participant who, either before or after
          July 1, 1992, satisfies the requirements for an early retirement
          benefit under the Plan shall be eligible to receive an early
          retirement benefit pursuant to the terms of the Plan regardless of
          whether he has satisfied the requirements for an early retirement
          benefit under Section 4.3 of the Contel Plan, subject to the
          following conditions:

                           (a) if the Contel Participant's benefit is
                   determined under Paragraph 5.a., above, his Contel Service
                   Benefit shall be reduced in accordance with the Contel
                   Plan's early retirement reduction factors, and his GTE
                   Service Benefit shall be reduced in accordance with the
                   Plan's early retirement reduction factors; and

                           (b) if the Contel Participant's benefit is
                   determined under Paragraph 5.b., above, his Total Service
                   Benefit shall be reduced in accordance with the Plan's early
                   retirement reduction factors.

                   (4) Notwithstanding the foregoing provisions of this
          Section 6(a), there shall be no reduction for early
          commencement of any benefit payable with respect to a
          Contel Participant under this Schedule II if the Pension Participant
          has attained his Normal Retirement Date.

     b.   Deferred Vested Benefits:

                    (1) If a Contel Participant terminates from service with a
          nonforfeitable right to a benefit under Article 6 of the Contel Plan,
          he may elect to begin receiving his benefit under the Plan as of any
          date provided under Article 6 of the Contel Plan, or, if earlier, as
          of any date provided under the terms of the Plan.

                     (2) If a Contel Participant elects to receive his benefit
          as provided in Paragraph 6.b.(1), above, his entire benefit shall
          be reduced in accordance with the Plan's early commencement factors
          that are applicable to deferred vested pensions. However, in no
          event shall the amount of a Contel Participant's benefit determined
          as provided in the preceding sentence be less than the amount of his
          Contel Service Benefit reduced in accordance with the Contel Plan's
          early commencement factors that are applicable to deferred vested
          pensions.

     c.   Optional Forms of Payment:

                  (1) If a Contel Participant satisfies (either before or after
          July 1, 1992) the requirements for an optional form of benefit under
          the Contel Plan (other than any optional forms of benefit that are
          available solely with respect to a Transitional Benefit or


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 142
<PAGE>


          Special Minimum Benefit under Articles 14 and 15 of the Contel Plan),
          the Contel Participant may elect to receive his entire benefit in any
          optional form of benefit provided under the Contel Plan (including,
          but not limited to, a life and 5-year certain annuity, and the various
          qualified joint and survivor annuities available under Section 4.6B.
          of the Contel Plan), subject to the conditions specified in clause
          (2), below. If a Contel Participant satisfies (either before or after
          July 1, 1992) the requirements for an optional form of benefit under
          the Plan, the Contel Participant may elect to receive his entire
          benefit in any optional form of benefit provided under the Plan
          (including, but not limited to, a lump sum payment). Except as
          provided in Paragraph 7.c., below, with respect to certain
          grandfathered benefits, a Contel Participant's election of an optional
          form shall be applicable to his entire benefit.

               (2) If a Contel Participant elects to receive his benefit in a
          form that is available under both the Contel Plan and the Plan
          (including a lump sum payment of a vested accrued benefit whose value
          is $3,500 or less), his benefit shall be determined as follows:

                           (a) if the Contel Participant's benefit is determined
                  under Paragraph 5.a., above, the Contel Participant's Contel
                  Service Benefit payable in the form provided in Section 4.6A.
                  of the Contel Plan shall be converted to an actuarially
                  equivalent single life annuity ("Converted Contel Service
                  Benefit"), and then the actuarial factors or assumptions that
                  are applicable to the form elected as provided under the terms
                  of the Plan shall be applied to the Contel Participant's
                  Converted Contel Service Benefit and GTE Service Benefit; and

                           (b) If the Contel Participant's benefit under the
                  Plan is determined under Paragraph 5.b., above, the actuarial
                  factors or assumptions that are applicable to the form elected
                  as provided under the term of the Plan shall be applied to the
                  Contel Participant's entire benefit.

                  However, in no event shall the amount of a Contel
                  Participant's benefit determined as provided in subclause (a)
                  or (b), above, be less than the amount of the Contel
                  Participant's Contel Service Benefit payable in the same form
                  and determined on the basis of the actuarial factors or
                  assumptions that are applicable to the form elected as
                  provided under the terms of the Contel Plan.

                  (3) If a Contel Participant elects to receive his benefit in a
         form that is available solely under the Plan, the Contel Participant's
         entire benefit shall be determined on the basis of the actuarial
         factors or assumptions that are applicable to the form elected as
         provided under the terms of the Plan.

     d.  Ancillary Benefits: Except as provided in Paragraph 7.a., below, with
         respect to certain grandfathered benefits, a Contel Participant shall
         not be eligible under the Plan to receive any ancillary benefit
         (including, but not limited to any disability benefit not in excess
         of a "qualified disability benefit" under Section 411(a)(9) of the
         Code and any pre-retirement or post-retirement death benefit) that is
         available under the Contel Plan and that is a part of the Contel
         Participant's Contel Service Benefit. A Contel Participant's
         entitlement to any ancillary benefit under the Plan shall be
         determined solely by the terms of the Plan with respect to the Contel
         Participant's entire accrued benefit. The terms of the Plan shall
         determine the type, amount duration, and other characteristics of
         each ancillary benefit that is payable to a Contel Participant.



-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 143
<PAGE>


     7.   Provisions Applicable to Certain Grandfathered Benefits:

          a.   A Contel Participant shall be eligible under the Plan to receive
               any ancillary benefit that is part of a Transitional Benefit or
               Special Minimum Benefit provided under Articles 14 and 15 of the
               Contel Plan, including, but not limited to the Special Surviving
               Spouse Benefit that is provided for in Section 14.5 of the Contel
               Plan, but only with respect to the Contel Participant's
               Transitional Benefit or Special Minimum Benefit that has accrued
               as of June 30, 1992.

          b.   If a Contel Participant satisfies the requirements under Article
               14 or 15 of the Contel Plan for commencement of benefits before
               his normal retirement date, he may elect to receive his Contel
               Service Benefit pursuant to the terms of Article 14 or 15 of the
               Contel Plan. If a Contel Participant elects to begin receiving
               his Contel Service Benefit under Article 14 or 15 of the Contel
               Plan before he is otherwise eligible to receive his GTE Benefit,
               the Contel Participant shall begin receiving his GTE Benefit on
               the earliest date under the Plan on which a Contel Participant
               may begin receiving a benefit.

          c.   If a Contel Participant satisfies the requirements applicable to
               any optional forms of benefit that are available solely with
               respect to a Transitional Benefit or Special Minimum Benefit
               under Article 14 or 15 of the Contel Plan, the Contel Participant
               may elect to receive his Contel Service Benefit in any such
               forms. If a Contel Participant elects to receive his Contel
               Service Benefit pursuant to this Paragraph 7.c. in a form that
               includes a survivor annuity, the Contel Participant's GTE Benefit
               shall be payable under the Plan's automatic qualified joint and
               survivor annuity, with the same person receiving the survivor
               annuity under the Contel Service Benefit and the GTE Benefit. If
               a Contel Participant elects to receive his Contel Service Benefit
               pursuant to this Paragraph 7.c. in a form that does not provide a
               survivor annuity, the Contel Participant's GTE Benefit shall be
               payable as a straight life annuity.

     8.   Provisions Applicable to All Participants in the Plan:

          a.   Effective July 1, 1992, a participant in the Plan shall be
               eligible to elect to receive his benefits in the form of an
               annuity that is actuarially equivalent to the Plan's single life
               annuity and that provides equal monthly payments for the life of
               the participant, with the condition that if the participant dies
               before he has received 60 monthly payments, the participant's
               designated beneficiary shall receive monthly payments in the same
               amount as the participant until a total of 60 monthly payments
               have been made to the participant and his beneficiary combined.

          b.   Effective July 1, 1992, a participant in the Plan who terminates
               employment with 10 years of Accredited Service shall be eligible
               to commence receiving a deferred vested pension as of any date
               after he attains age 55. Except as provided in Paragraph 6.b.(2),
               above, with respect to Contel Participants, a participant's
               deferred vested pension shall be actuarially reduced from his
               normal retirement date using the Plan's early commencement
               factors that are applicable to deferred vested pensions.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 144
<PAGE>


          c.   Effective July 1, 1992, all pre-March 14, 1991 GTE pension plan
               or Contel System Pension Plan Vesting, Credited or Accredited
               Service and Savings Plan Vesting Service of current participants
               in the Plan that has not already been taken into account under
               the terms of the Plan will be considered to be Vesting Service or
               Accredited Service, as the case may be, for all purposes under
               the terms of the Plan, including vesting, eligibility and benefit
               computation purposes; provided that no participant shall be
               credited with Accredited Service pursuant to this Paragraph 8.c.
               if such participant is receiving a benefit under the Contel
               System Pension Plan with respect to such service.

          d.   Section 8.a and 8.b shall not apply to any participant who was an
               employee of GTE Products Corporation, GTE Valenite Corporation,
               or GTE Control Devices Incorporated, or who was an employee of
               GTE Laboratories Incorporated who was transferred to the
               Electrical Products Group prior to September 21, 1992; however,
               Sections 8.a and 8.b shall apply to any participant described
               above who was an employee of GTE Products Corporation or GTE
               Valenite Corporation and who, on or after May 1, 1994, was an
               employee of GTE Operations Support Incorporated.

          e.   The following provisions are effective January 1, 2002 for a
               Contel Participant who is an Employee on or after January 1,
               2002:

               (1) A GTE Service Benefit shall be determined only with respect
          to any non-cash balance formula that may apply to the Contel
          Participant under the Plan and only for so long as such formula
          applies to such participant (e.g., for a Contel Participant who is not
          a Transition-Eligible Employee, there is no accrual under a non-cash
          balance formula after May 31, 2004 and, therefore, no accrual after
          May 31, 2004 for the GTE Service Benefit).

               (2) Any references in this Schedule to reductions for early
          commencement, for early retirement or for commencement prior to normal
          retirement date shall apply solely with respect to non-cash balance
          formulas applicable to the participant. Amounts payable before (or on
          or after) normal retirement date under the Plan's cash balance formula
          shall be determined as described in the main text of the Plan.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule II
                                                                        Page 145
<PAGE>


                                  SCHEDULE III

            SPECIAL PROVISIONS RELATING TO INDIVIDUALS WHO TRANSFER
                   EMPLOYMENT TO BALTIMORE TECHNOLOGIES PLC

     This Schedule III describes the special treatment of certain former
Employees under the Products Plan who (i) were Transferred Employees under the
Stock Purchase Agreement (the "Agreement") dated January 16, 2000, among Contel
Federal Systems, Inc., GTE Cybertrust Solutions Incorporated, and Baltimore
Technologies PLC ("Baltimore") and (ii) directly transferred employment from the
Company (as defined in the Products Plan) to Baltimore as of the closing (the
"Closing") under the Agreement. Each such Transferred Employee shall be subject
to the special provisions in this Schedule III (in addition to any other
applicable provisions of the Plan).

     Such a Transferred Employee who as of May 18, 1999 under the Products Plan,
(A) had combined age and years of Accredited Service of at least 66 and (B) had
at least 10 years of Accredited Service (and each such Transferred Employee who
as of May 18, 1999, was otherwise within 5 years of Normal Retirement Age) shall
be credited with:

     (a) For purposes of determining his eligibility for early retirement or an
unreduced Service Pension under the terms of the Products Plan as in effect at
the Closing for purposes of Section 6A.11, additional years of age for the
period after the date of his employment transfer and before his Pension
Commencement Date;

     (b) Additional years of service for the period of his continuous employment
with Baltimore for purposes of determining eligibility for early retirement
under the terms of the Products Plan as in effect at the Closing for purposes of
Section 6A.11 (but in no event for purposes of determining Accredited Service
under the Products Plan, except to the extent Accredited Service is used to
determine eligibility for early retirement under the Products Plan); and

     (c) Additional Monthly Compensation, to determine Average Annual
Compensation for purposes of calculating any Pension payable pursuant to Section
6A.11, during the period of his continuous employment with Baltimore determined
as if the Transferred Employee's Monthly Compensation (as modified below) from
the Company at the time of his transfer of employment increased at an annual
rate of 3.5%. Monthly Compensation, for this purpose, shall mean the mean
average of a Transferred Employee's Monthly Compensation for the twelve (12)
calendar months immediately preceding the calendar month in which the transfer
of employment occurs. The 3.5% imputed increase in Monthly Compensation shall
apply on an annual (rather than monthly) basis, beginning with the first
calendar month following the calendar month in which the transfer of employment
occurs.


-------------------------------------------
Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                    Schedule III
                                                                        Page 146
<PAGE>


                                  SCHEDULE IV

                     SPECIAL PROVISIONS RELATING TO CERTAIN
            EMPLOYEES INVOLVED WITH THE JUNE 28, 2000 INITIAL PUBLIC
               OFFERING OF GENUITY INC. OR ANY AFFILIATE THEREOF

     This Schedule IV describes the special treatment of an Employee under the
Products Plan who both (i) became or remains employed by BBN Corporation or an
affiliate thereof pursuant to the June 28, 2000 initial public offering (the
"IPO") of Genuity Inc. or any affiliate thereof ("Genuity"), and (ii)
participated in the Products Plan immediately prior to the IPO (a "Genuity
Transferred Employee"). Each such Genuity Transferred Employee shall be subject
to the following special provisions (in addition to any other applicable
provisions of the Plan):


     (a) During the five-year period beginning on the date of the IPO, a Genuity
Transferred Employee shall be credited with:

                  (i) Additional years of age for the period after the date of
         the IPO and preceding his Pension Commencement Date for purposes of
         determining his eligibility for early retirement or an unreduced
         Service Pension under the Products Plan for purposes of Section 6A.11;

                  (ii) Additional years of service for the period of his
         continuous employment with Genuity or any of its affiliates (excluding
         the Company and its Affiliates) for purposes of determining eligibility
         for early retirement under the Products Plan for purposes of Section
         6A.11 (but in no event for purposes of determining Accredited Service
         under the Products Plan, except to the extent Accredited Service is
         used to determine eligibility for early retirement under the Products
         Plan);

                  (iii) Additional years of Vesting Service for the period of
         his continuous employment with Genuity or any of its affiliates
         (excluding the Company and its Affiliates); and

                  (iv) Additional Monthly Compensation, to determine Average
         Annual Compensation under the Products Plan for purposes of calculating
         any Pension payable pursuant to Section 6A.11, during the period of his
         continuous employment with Genuity or any of its affiliates (excluding
         the Company and its Affiliates) determined as if the Genuity
         Transferred Employee's Monthly Compensation (as modified below) from
         the Company at the time of his transfer of employment increased at an
         annual rate of 3.5%. Monthly Compensation, for this purpose, shall mean
         the mean average of a Genuity Transferred Employee's Monthly
         Compensation for the twelve (12) calendar months immediately preceding
         the calendar month in which the transfer of employment occurs. The 3.5%
         imputed increase in Monthly Compensation shall apply on an annual
         (rather than monthly) basis, beginning with the first calendar month
         following the calendar month in which the transfer of employment
         occurs. If the Genuity Transferred Employee is rehired by the Company
         (or any successor thereto that sponsors the Plan) during the five-year
         period beginning on the date of the IPO, the Genuity employee shall be
         credited under the Products Plan or the Plan, as applicable, with
         Monthly Compensation for his employment with Genuity at the rate
         imputed pursuant to the foregoing provisions of this subsection
         (a)(iv).


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule IV
                                                                        Page 147
<PAGE>


     (b) Genuity Transferred Employees shall not be eligible to participate in
the Products Plan or the Plan after the date of the IPO except to the extent a
Genuity Transferred Employee subsequently becomes an Employee eligible to
participate in such Plan pursuant to its otherwise applicable terms, such as by
reason of rehire by the Company (or any successor thereto that sponsors the
Plan).

     (c) The provisions of this Schedule IV shall apply only during the period
when the Company determines Genuity is outside of the "controlled group" of the
Company and outside of "common control" with the Company within the meaning of
Sections 414(b) and (c), respectively, of the Code. If and when Genuity becomes
part of the "controlled group" of or under "common control" with the Company, as
determined by the Company, the otherwise applicable terms of the Plan shall
apply.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule IV
                                                                        Page 148
<PAGE>


                                   SCHEDULE V

            SPECIAL PROVISIONS RELATING TO INDIVIDUALS WHO TRANSFER
               EMPLOYMENT TO THE VERIZON WIRELESS JOINT VENTURE


This Schedule V relates to Employees who transfer employment from the Company or
an Affiliate to the Cellco Partnership (d/b/a Verizon Wireless), Verizon
Wireless of the Southeast, Inc. or an "Affiliate" of either (substituting Cellco
Partnership or Verizon Wireless of the Southeast, Inc. for Company in such
definition, but without regard to the last paragraph of Section 11A.1(b))
(collectively, "Verizon Wireless"). Each such Employee shall receive credit for
his service with Verizon Wireless on and after such transfer for purposes of
determining such Employee's Vesting Service under the Plan; provided, however,
that this provision shall not result in the crediting of service that is already
credited to the Employee as Vesting Service under another provision of the Plan.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule V
                                                                        Page 149
<PAGE>


                                  SCHEDULE VI
      EXCLUSION OF BBN CORPORATION, BBN TECHNOLOGIES AND RELATED EMPLOYEES

Those employees of BBN Corporation, BBN Technologies, GTE Technology
Corporation, BBNT Solutions LLC, Federal Networks Systems LLC or any affiliate
of any of these entities who are identified as being eligible for a profit
sharing allocation under the GTE Savings Plan (the "Verizon Savings Plan for
Management Employees" effective January 1, 2002) or the GTE Hourly Savings Plan
(the "Verizon Savings and Security Plan for West Region Hourly Employees"
effective January 1, 2002) shall not be eligible to participate in the Plan.
These individuals shall be identified on a list that is prepared (and updated as
appropriate) in connection with the profit sharing eligibility provisions under
the savings plans and which shall be sent to the Verizon GTE Benefits Center for
purposes of Plan administration.


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Verizon Enterprises Management Pension Plan
Restated January 1, 2002
                                                                     Schedule VI
                                                                        Page 150