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                                                                   Exhibit 10(d)

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is made this day of _____________, 1996, by
and between Bell Atlantic Corporation, its successors and assigns ("Bell
Atlantic"), and _______________________, a Vice Chairman and employee of Bell
Atlantic (the "Key Employee"). In this Agreement, "Bell Atlantic Company" means
any or all of the following: Bell Atlantic, a corporate subsidiary or other
company affiliated with Bell Atlantic, or a company in which Bell Atlantic
directly or indirectly owns a substantial equity interest, their successors and
assigns, and, subsequent to any merger of Bell Atlantic with or into any other
entity, any company which is an affiliate of the successors and assigns of Bell
Atlantic subsequent to such merger, or a company in which any such successor or
assignee owns a substantial equity interest.

         WHEREAS, pursuant to the terms of an Agreement and Plan of Merger,
dated April 21, 1996, between Bell Atlantic, NYNEX Corporation ("NYNEX") and
Seaboard Merger Company, and any amendment or restatement thereof (the
"Definitive Agreement"), Bell Atlantic contemplates a corporate combination of
the Bell Atlantic and NYNEX businesses on a date which is yet to be decided (the
"Closing Date"), and Bell Atlantic contemplates that the achieving of the
closing of the transactions contemplated by the Definitive Agreement (a
"Closing"), and a successful combination of the two businesses, will depend on
achieving numerous approvals by third parties, completing other conditions of
closing, and developing of business integration plans, in addition to the
continuation of efforts to manage and grow the existing lines of Bell Atlantic's
business; and

         WHEREAS, Bell Atlantic acknowledges that the period from the date of
this Agreement to a date not later than the second anniversary of the Closing
Date is likely to be a period of extraordinary transition;

         WHEREAS, Bell Atlantic wishes to provide additional financial security
to the Key Employee, and to retain the services of the Key Employee as Vice
Chairman, and to provide for an effective transition upon any change in the
Chief Executive Officer of Bell Atlantic, for the period through the second
anniversary of the Closing Date; and

         WHEREAS, Bell Atlantic and the Key Employee have previously entered
into an Employment Agreement dated May 2, 1995 (the "Current Employment
Agreement"), which shall, as amended, continue to remain in effect until the
Closing; and

         WHEREAS, Bell Atlantic and the Key Employee wish to set forth in this
Agreement the terms and conditions applicable to the continuing employment of
the Key Employee after the Closing, which shall be effective upon the Closing;

         NOW, THEREFORE, for good and valuable consideration, the Key Employee
and Bell Atlantic hereby agree as follows:
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         1. TERM OF EMPLOYMENT DURING "TRANSITION PERIOD". The term of
employment under this Agreement (the "Transition Period") shall commence on the
Closing Date and end on the second anniversary of the Closing Date. The parties
intend that the obligations of Bell Atlantic and the Bell Atlantic Companies
under this Agreement shall become the obligations of the successors and assigns
of Bell Atlantic and the Bell Atlantic Companies subsequent to the Closing.

         2. OBLIGATIONS OF THE BELL ATLANTIC COMPANIES DURING THE TRANSITION
PERIOD. During the Transition Period:

                  (a) one or more Bell Atlantic Companies shall employ the Key
         Employee as an officer and Senior Manager at a salary grade not lower
         than Salary Grade 38;

                  (b) the employing Bell Atlantic Company shall (i) compensate
         the Key Employee at an annual base salary of not less than $700,000 on
         and after the Closing Date, and at an annual base salary of not less
         than $750,000 on and after the first anniversary of Closing, and (ii)
         to the extent not otherwise modified by the terms of this Agreement,
         the Key Employee shall be eligible to participate in all of the benefit
         and compensation plans, and the programs of perquisites, applicable to
         similarly-situated Senior Managers of Bell Atlantic, as those plans and
         programs may be amended from time to time; and

                  (c) the Key Employee shall be nominated for election to the
         Board of Directors of Bell Atlantic, and, on and after the Closing
         Date, the parent corporation of the combined businesses, at each annual
         meeting of the respective shareowners which occurs prior to the end of
         the Transition Period.

     3. OBLIGATIONS OF THE KEY EMPLOYEE DURING THE TRANSITION PERIOD. During the
Transition Period, the Key Employee shall have the following obligations and
duties.

                  (a) The Key Employee shall continue to fully and faithfully
         perform his duties and responsibilities (i) as a director, so long as
         he is elected and serving, and (ii) as an officer, reporting only to
         the Chief Executive Officer and the Board.

                  (b) The Key Employee shall serve in such executive capacities,
         titles and authorities with respect to the Bell Atlantic Companies as
         the Board or the CEO may from time to time prescribe, and the Key
         Employee shall perform all duties incidental to such positions, shall
         cooperate fully with the Board and the CEO, and shall work
         cooperatively with the other officers of the Bell Atlantic Companies.

                  (c) The Key Employee shall continue to diligently devote his
         entire business skill, time and effort to the affairs of the Bell
         Atlantic Companies in accordance with the duties assigned to him that
         are not inconsistent with the terms hereof, and shall perform all such

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         duties, and otherwise conduct himself, in a manner reasonably
         calculated in good faith by him to promote the best interests of the
         Bell Atlantic Companies. Prior to the Key Employee's retirement from
         Bell Atlantic, except to the extent specifically permitted by the Chief
         Executive Officer or the Board and except as set forth below, the Key
         Employee shall not, directly or indirectly, render any services of a
         business, commercial or professional nature to any other person or
         organization other than a Bell Atlantic Company or a venture in which a
         Bell Atlantic Company has a financial interest, whether or not the
         services are rendered for compensation.

                  (d) The failure of the Key Employee to perform his obligations
         pursuant to paragraphs (a) through (c) above shall be excused when such
         failure is on account of the Key Employee's disability within the
         meaning of the applicable disability benefit plans in which the Key
         Employee participates from time to time.

         4. TERMINATION OF THIS AGREEMENT. In the event that the Key Employee is
elected Chief Executive Officer on or after the Closing Date but prior to the
second anniversary of the Closing Date, this Agreement shall terminate upon such
election and shall be of no further force or effect.

         5. RETIREMENT PENSION BENEFITS.

                  (a) Eligibility for Waiver of Early Retirement Pension
         Discount. If the Key Employee remains in active service with Bell
         Atlantic through July 1, 1998 in accordance with the terms of this
         Agreement, the Key Employee shall at any time thereafter be entitled,
         subject to signing and delivering the Release, to retire with a
         two-year waiver of any applicable early retirement pension discount
         under the terms of the Bell Atlantic Senior Management Retirement
         Income Plan or any successor to that plan which applies to Senior
         Managers, as that plan may be amended from time to time ("RIP"), as
         more fully described in the following paragraph. The parties
         acknowledge that the pension enhancement described in this Section is
         part of the consideration given by Bell Atlantic in exchange for the
         Release and the non-compete and proprietary information covenants
         granted by the Executive under Sections 10 and 11 of this Agreement.

                  (b) Calculation of Waiver of Early Retirement Pension
         Discount. If the Key Employee qualifies for the waiver of early
         retirement pension discount, as described in the previous paragraph,
         the Key Employee's target pension under RIP shall be equal to the
         greater of:

                        (i) The target pension determined under the applicable
                  pension formula under RIP which is in effect and applicable to
                  the Key Employee at the time of the Key Employee's retirement,
                  after adding two additional years to the Key Employee's age at
                  the time of retirement for purposes of determining the amount
                  of any applicable early retirement discount (but not for any
                  other purpose under RIP); or

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                        (ii) The target pension which would have been applicable
                  to the Key Employee if he had retired at any time during the
                  Transition Period, under the terms of any early retirement
                  incentive, pension window, or other special provision of RIP
                  which may then have been in effect but which is no longer in
                  effect at the time of the Executive's actual retirement. In
                  such a case, the calculation of the RIP enhanced benefit shall
                  not be subject to further supplementation by the discount
                  waiver provisions of the prior paragraph.

         6. STAY INCENTIVE.

                  (a) STAY BONUS ON SECOND ANNIVERSARY OF CLOSING: Subject to
         the terms and conditions of this Agreement:

                  (1) if there is a Closing of the transactions contemplated in
         the Definitive Agreement, and

                  (2) if the Key Employee has remained an employee "in good
         standing" (as hereinafter defined) of a Bell Atlantic Company, or of a
         succession of two or more Bell Atlantic Companies, from the date of
         this Closing to the second anniversary of the Closing Date;

         then, unless such payment is deferred pursuant to Section 12(c), not
         later than 30 calendar days following such anniversary of the Closing
         Date, Bell Atlantic will cause the Bell Atlantic Company which then
         employs the Key Employee to pay the Key Employee a Stay Bonus in an
         amount equal (before withholding of taxes) to 100 percent of the Key
         Employee's Pay as of the second anniversary of the Closing Date.

                  (b) DEFINITION OF PAY. As used in this Agreement, "Pay" shall
         have the meaning set forth in the Key Employee's First Amendment to
         Employment Agreement, dated as of the date of this Agreement.

                  (c) DEFINITION OF EMPLOYMENT IN GOOD STANDING. For purposes of
         Section 6(a), the Key Employee will be considered to be "in good
         standing" on a given date if, on that date, the Key Employee has not
         terminated employment for any reason from the date of this Agreement to
         the given date, has not tendered oral or written notice of intent to
         resign or retire effective as of a date on or before the given date,
         and is not in receipt of notice from his employing Bell Atlantic
         Company that the employer has determined that the Key Employee's
         employment is to be terminated because the Key Employee has committed a
         violation of law or a breach of the Employee Code of Conduct or other
         written policy of the employing company which is of sufficient severity
         to be cause for termination for misconduct.

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         7. FURTHER CONSIDERATION FOR NON-COMPETE AGREEMENT.

                  (a) If the Key Employee has remained an employee "in good
         standing" (as defined in Section 6(c)) of a Bell Atlantic Company, or
         of a succession of two or more Bell Atlantic Companies, from the date
         of this Agreement to July 1, 1998, and if this Agreement is in effect
         as of that date, then Bell Atlantic shall pay the Key Employee the
         amount described in the following paragraph. The parties acknowledge
         that the payment described in this Section is part of the consideration
         given by Bell Atlantic in exchange for the non-compete and proprietary
         information covenants granted by the Executive under Sections 10 and 11
         of this Agreement. At the time of determination that an amount is
         payable under Section 6 or 7 of this Agreement, such amount may be
         deferred in accordance with the provisions of Section 12(c).

                  (b) The payment described in this paragraph shall be equal to
         two times the Key Employee's Pay as of July 1, 1998. This payment shall
         be payable in a single cash payment, not later than July 31, 1998
         (unless deferred pursuant to Section 12(c)).

              8. RETIREMENT, DISCHARGE FOR CAUSE, AND CERTAIN INVOLUNTARY
         TERMINATIONS OF EMPLOYMENT.

                  (a) VOLUNTARY RESIGNATION, RETIREMENT, OR DISCHARGE FOR CAUSE.
         In the event that, prior to July 1, 1998, the Key Employee voluntarily
         resigns or retires for any reason (except a "constructive discharge",
         as defined in Section 8(e)), or is discharged by Bell Atlantic for
         "cause" (as hereinafter defined) at any time prior to the end of the
         Transition Period, the Key Employee shall forfeit any and all rights to
         receive the benefits and other benefits set forth in Sections 5, 6, and
         7 of this Agreement which as of the relevant date have not yet been
         earned under this Agreement, but shall otherwise be eligible to receive
         any and all compensation and benefits for which a similarly-situated
         retiring Senior Manager would be eligible under the applicable
         provisions of the compensation and benefit plans, as those plans may be
         amended from time to time. In such event, the Key Employee shall be
         subject to the terms of the covenant not to compete, as described in
         Section 10 of this Agreement, for the period described therein.

                  (b) CAUSE. For purposes of this Agreement, the term "cause"
         shall mean a violation of law (other than a traffic violation or other
         minor civil offense), or behavior that Bell Atlantic concludes amounts
         to a material breach of any company policy or provision of the Employee
         Code of Business Conduct, and including, by way of example: dishonesty;
         working outside the Bell Atlantic Companies in violation of Sections
         3(c) or 10 of this Agreement in competition with any Bell Atlantic
         Company; other conduct that poses a material conflict of interest;
         revealing confidential or proprietary information of any Bell Atlantic
         Company in violation of Section 11 of this Agreement; or a substantial
         and deliberate abuse of the voucher or expense reimbursement processes
         of any Bell Atlantic Company.

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                  (c) CONSEQUENCES OF CERTAIN INVOLUNTARY TERMINATIONS. Except
         in the case of a discharge for cause, in the event that Bell Atlantic
         involuntarily discharges the Key Employee, or the Key Employee is
         "constructively discharged" (as hereinafter defined), prior to the end
         of the Transition Period, then the Key Employee shall be entitled to
         receive, as liquidated damages, subject to signing and delivering the
         Release, an amount of cash equal to the compensation and benefits which
         he would have been entitled to receive had Bell Atlantic fulfilled its
         obligation to employ and compensate the Key Employee in accordance with
         the provisions of Sections 2, 6, 7 and 8 of this Agreement, calculated
         and paid in accordance with paragraph (d) of this Section. In such a
         case, in addition to the liquidated damages described in the previous
         sentence, subject to signing and delivering the Release described in
         Section 12(d), the Key Employee shall be entitled to receive the
         benefits set forth in Sections 5, 6 and 7 of this Agreement, but
         calculated as though the Key Employee had actually remained in active
         service with Bell Atlantic, earning the compensation described in
         Section 2 of this Agreement, until the end of the Transition Period,
         with payment to be made within 30 days after the termination of
         employment date. Under the circumstances described in this paragraph,
         the Key Employee shall be subject to the non-compete covenants of this
         Agreement through the period ending on the second anniversary of the
         date of termination of the Key Employee's employment.

                  (d) CALCULATION AND PAYMENT OF LIQUIDATED DAMAGES. The
         liquidated damages described in the first sentence of the previous
         paragraph shall consist of all five of the following items, but only
         the following items. All of the following items of liquidated damages
         shall be subject to applicable withholding taxes. Each payment
         contemplated by this subsection (d) shall be contingent upon the
         absence, as of the time of such payment, of any knowing and material
         violation by the Key Employee of any of the covenants contained in
         Sections 10 and 11.

                        (i) Salary: The liquidated damages shall be paid monthly
                  in cash, in an amount each month equal to the salary which
                  would have been paid to the Key Employee under Section 2 of
                  this Agreement, assuming salary adjustments annually at a
                  percentage equal to the merit increase budget percentage for
                  Bell Atlantic Senior Managers.

                        (ii) Short-Term Incentives: The liquidated damages for
                  foregone short-term incentives under STIP shall be paid
                  annually in cash, not later than 30 days after the date on
                  which incentives are awarded by Bell Atlantic under the STIP
                  for the prior year's performance, in an amount equal to the
                  value of the cash and deferred stock which the Key Employee
                  would have been entitled to receive under the STIP, without
                  adjustment for individual performance.

                        (iii) Long-Term Incentives: The liquidated damages for
                  foregone long-term incentives shall be paid annually in cash,
                  within 30 days of the granting of stock options for the year,
                  in an amount equal to the Black-Scholes value of options which

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                  the Key Employee would have been entitled to receive.
                  Furthermore, for purposes of the Key Employee's long-term
                  compensation in the form of any and all Bell Atlantic stock
                  options which are outstanding on the date of the Key
                  Employee's separation from service, the Key Employee shall be
                  deemed, for purposes of determining the duration of the Key
                  Employee's right to exercise any and all such stock options,
                  to have remained in active service with Bell Atlantic
                  continuously through the second anniversary of the Closing
                  Date, and then to have retired on that date with whatever
                  rights to continue to exercise then-outstanding stock options
                  subsequent to such date which would then be applicable to a
                  retiring holder of such options under the terms of the
                  respective stock option agreements and certificates. The
                  provisions of this paragraph shall cease to apply if and when
                  the Key Employee violates any covenant under Section 9 or 10
                  of this Agreement. Notwithstanding the provisions of this
                  paragraph, any incentive stock options held by the Key
                  Employee shall be recharacterized as nonqualified stock
                  options at the end of the 90th day after the actual date of
                  the Key Employee's separation from service from any and all
                  Bell Atlantic Companies.

                        (iv) RIP Pension Benefits: The RIP target pension will
                  be recalculated after July 1, 1998 taking into account the
                  liquidated damages under paragraphs (i) and (ii) above as
                  though they were earned as salary and short-term incentives
                  during a period of employment ending on the last day of the
                  Transition Period, and (A) Bell Atlantic shall pay the Key
                  Employee a true-up payment based on said recalculation if the
                  Key Employee has elected a lump-sum payment of the benefit
                  provided by Section 5(a), and (B) if the Key Employee has
                  elected a pension in the form of an annuity, the Key
                  Employee's RIP pension benefits thereafter shall be based on
                  said recalculation.

                        (v) Miscellaneous Benefits: The liquidated damages for
                  all other foregone benefits shall be paid monthly in an amount
                  equal to the sum of: (A) the Bell Flex allowance that the Key
                  Employee would have been entitled to receive, plus (B)
                  one-twelfth of the annual maximum company matching
                  contribution that the Key Employee would have been eligible to
                  receive if the Key Employee made the maximum contributions to
                  the Bell Atlantic Savings Plan then permitted by law.

                  (e) CONSTRUCTIVE DISCHARGE. The Key Employee shall be deemed
         to have been "constructively discharged" for purposes of this
         Agreement, if, in the absence of conduct amounting to cause for
         discharge on the part of the Key Employee, and without the Key
         Employee's express written consent, any of the following events has
         occurred within 12 months prior to the Key Employee electing to retire:
         (i) Bell Atlantic (or the Key Employee's employing company) has
         breached Section 2(a) or 2(b) of this Agreement; (ii) the Key Employee
         has suffered a negative individual performance adjustment which causes
         the Key Employee's short term award under the STIP for a particular
         year to be reduced by 25% or more; or (iii) the Key Employee's
         responsibilities have been substantially reduced in type or

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         scope, other than in a general reorganization of the management
         functions of one or more Bell Atlantic Companies, with the result that
         the Key Employee has materially less status and authority. Except as
         provided herein, nothing in this Section 8(e) shall limit or qualify
         any of the obligations of Bell Atlantic under all subsections of
         Section 2 of this Agreement, which are absolute.

                  (f) DEATH. In the event of the death of the Key Employee after
         the Closing on any date after the date of this Agreement on which the
         Key Employee was an employee "in good standing" immediately prior to
         the death, then Bell Atlantic shall continue to pay to the Key
         Employee's estate to the end of the Transition Period the amounts
         determined as if at the date of death the Key Employee had been
         terminated without cause under Section 8(c).

         9. CERTAIN LIMITATIONS UPON PAYMENTS. Anything in this Agreement or in
the Employment Agreement to the contrary notwithstanding, Bell Atlantic and the
Key Employee agree to follow the procedures set forth in Attachment A with
respect to the applicability of the provisions of Section 280G of the Internal
Revenue Code of 1986, as amended.

         10. PROHIBITION AGAINST COMPETITIVE ACTIVITIES.

                  (a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. During the period
         of the Key Employee's employment with any Bell Atlantic Company, and
         for a period of 24 months following the Key Employee's retirement or
         termination of employment for any other reason from any and all Bell
         Atlantic Companies, the Key Employee, without the prior written consent
         of the Chief Executive Officer of Bell Atlantic (or the designee of
         that officer), shall not:

                        (i) personally engage in "Competitive Activities" (as
                  defined in paragraph (b)) within any geographic area in which
                  any Bell Atlantic Company is then engaged (or, at the time of
                  the Key Employee's termination of employment, had a board-
                  approved business plan under which it planned to engage) in
                  such Competitive Activities;

                        (ii) work for, own, manage, operate, control or
                  participate in the ownership, management, operation or control
                  of, or provide consulting or advisory services to, any
                  individual, partnership, firm, corporation or institution
                  engaged in Competitive Activities within any geographic area
                  described in Section (a)(i); provided, however, that the Key
                  Employee's purchase or holding, for investment purposes, of
                  securities of a publicly-traded company shall not constitute
                  "ownership" or "participation in ownership" for purposes of
                  this paragraph so long as the Key Employee's equity interest
                  in any such company is less than a controlling interest;

                        (iii) directly or indirectly attempt to divert from any
                  Bell Atlantic Company any business in connection with
                  Competitive Activities.

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                  (b) COMPETITIVE ACTIVITIES. For purposes of Section (a)
         hereof, "Competitive Activities" means business activities relating to
         products or services of the same or similar type as those for which the
         Key Employee had responsibility to plan, develop, manage or oversee
         within the last 24 months of the Key Employee's employment with any
         Bell Atlantic Company.

                  (c) NO SOLICITATION OF BELL ATLANTIC EMPLOYEES. During the
         period of the Key Employee's employment with any Bell Atlantic Company,
         and for a period of 24 months following the Key Employee's retirement
         or termination of employment for any other reason from any and all Bell
         Atlantic Companies, the Key Employee shall not interfere with the
         relationship of any Bell Atlantic Company with any of its employees,
         agents, representatives, suppliers or vendors under contract, or joint
         venturers. During said 24-month post-separation period, the Key
         Employee will not solicit any employee of any Bell Atlantic Company to
         accept employment with, or provide services to, any person or entity
         which is not a Bell Atlantic Company.

                  (d) NOTICE. Bell Atlantic shall send the Key Employee written
         notice in the event that Bell Atlantic believes that the Key Employee
         has violated any of the prohibitions of this Section; provided,
         however, that any failure by Bell Atlantic to give notice under this
         provision or to enforce its rights under this Agreement in any one or
         more instances shall not be a bar to Bell Atlantic giving notice and
         taking action to enforce its rights under this Agreement at any later
         time. For a period of 15 days after the giving of such notice, the Key
         Employee shall have the opportunity to respond and discuss with Bell
         Atlantic the underlying facts and the basis for Bell Atlantic's belief
         that the Key Employee is in breach of this Section. During such 15-day
         period, Bell Atlantic shall not pursue any remedy provided by this
         Agreement or at law or in equity.

                  (e) FORFEITURE OF BENEFITS. The Key Employee acknowledges that
         his violation of any of the prohibitions of this Section 10, either
         during a period of employment with a Bell Atlantic Company, or during
         the 24 months following termination of employment, may result in the
         Key Employee's forfeiture of any and all rights to benefits under the
         nonqualified pension plan in which the Key Employee participates, or
         the forfeiture of rights to payments or benefits under any other
         compensation or benefit plan which may contain similar prohibitions or
         conditions on benefits.

                  (f) WAIVER. Nothing in this Agreement shall bar the Key
         Employee from requesting, at the time of the Key Employee's retirement
         or at any time thereafter, that the officer named in Section 10(a)
         waive Bell Atlantic's rights to enforce the non-compete covenants of
         this Section, and said officer shall have the power to agree to such a
         waiver if said officer determines that it is not inconsistent with the
         interests of Bell Atlantic to do so.

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         11. PROHIBITION AGAINST DISCLOSURE OF PROPRIETARY INFORMATION.

                  (a) PROHIBITED CONDUCT BY THE KEY EMPLOYEE. The Key Employee
         acknowledges that, as one of the most senior officers of the Bell
         Atlantic Companies, the Key Employee has continuing access to
         confidential and proprietary information of Bell Atlantic Companies.
         The Key Employee shall, therefore, at all times during the period of
         active employment with any Bell Atlantic Company, and for a period of
         three years thereafter, preserve the confidentiality of all proprietary
         information of any Bell Atlantic Company. The three-year limitation
         under this paragraph shall not in any way limit any Bell Atlantic
         Company's common law and statutory rights to protect its trade secrets
         or intellectual property rights at any time, to the full extent of the
         law. "Proprietary information" includes, but is not limited to,
         information in the possession or control of a Bell Atlantic Company
         that has not been fully disclosed in a writing which has been generally
         circulated to the public at large, and which gives the Bell Atlantic
         Company an opportunity to obtain or maintain advantages over its
         current and potential competitors, such as strategic or tactical
         business plans, undisclosed financial data; ideas, processes, methods,
         techniques, systems, patented or copyrighted information, models,
         devices, programs, computer software or related information; documents
         relating to regulatory matters and correspondence with governmental
         entities; undisclosed information concerning any past, pending or
         threatened legal dispute, pricing and cost data; reports and analyses
         of business prospects; business transactions which are contemplated or
         planned; research data; personnel information and data; identities of
         users and purchasers of any Bell Atlantic Company's products or
         services; and other confidential matters pertaining to or known by one
         or more Bell Atlantic Companies, including confidential information of
         a third party which a Bell Atlantic Company is bound to protect.

                  (b) OBLIGATION TO RETURN COMPANY PROPERTY. If and when the Key
         Employee terminates employment for any reason with all Bell Atlantic
         Companies, the Key Employee shall, prior to the last day of active
         employment and without charge to any Bell Atlantic Company, return to
         the employing Bell Atlantic Company (or the rightful Bell Atlantic
         Company) all company property, including, without limitation, originals
         and copies of records, papers, programs, computer software, documents
         and other materials which contain Proprietary Information, as defined
         in the previous paragraph. The Key Employee shall thereafter cooperate
         with each applicable Bell Atlantic Company in executing and delivering
         documents requested by the company that are necessary to assist the
         Bell Atlantic Company in patenting or registering any programs, ideas,
         inventions, discoveries, copyright material or trademarks, and to vest
         title thereto in the Bell Atlantic Company.

                  (c) FORFEITURE OF BENEFITS. The Key Employee acknowledges that
         a violation of the prohibitions of this Section 11 may result in the
         Key Employee's forfeiture of any and all rights to benefits or awards
         under the nonqualified pension plan in which he or she participates,
         and any other benefit or compensation plan containing similar
         prohibitions and requirements.

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                  (d) REMEDIES IN ADDITION TO FORFEITURE OF BENEFITS. The Key
         Employee recognizes that irreparable injury will result to one or more
         Bell Atlantic Companies, and to the business and property of any of
         them, in the event of a breach by the Key Employee of any of the
         provisions of this Section 11. In the event of any breach of any of the
         Key Employee's covenants under this Section 11, any Bell Atlantic
         Company that is damaged by such breach shall be entitled, in addition
         to curtailing the payment of any post-separation payments hereunder,
         and in addition to any other remedies and damages which may be
         available at law, to injunctive relief to restrain the violation of
         such covenants by the Key Employee or by any person or persons acting
         for or with the Key Employee in any capacity whatsoever.

         12. MISCELLANEOUS PROVISIONS.

                  (a) KEY EMPLOYEE'S DUTY TO TREAT THIS AGREEMENT AS
         CONFIDENTIAL. Unless and until the terms of this Agreement, and the
         amount of any payment eligible to be paid or actually paid under this
         Agreement, are disclosed in writing to the public by any Bell Atlantic
         Company pursuant to any applicable legal duty to disclose such
         information, it shall be a condition of eligibility to receive any
         payment hereunder that the Key Employee hold the terms of this
         Agreement and the amount of any payment hereunder in strict confidence,
         except that the Key Employee may disclose such details on a
         confidential basis to his spouse (if any), and to any financial
         counselor, tax adviser or legal counsel retained by the Key Employee. A
         breach by the Key Employee of his duty of confidentiality under this
         paragraph shall constitute cause for Bell Atlantic to terminate this
         Agreement.

                           (b) ASSIGNMENT BY BELL ATLANTIC. The obligations of
         Bell Atlantic hereunder shall be the obligations of any and all
         successors and assigns of Bell Atlantic. Bell Atlantic may assign this
         Agreement without the Key Employee's consent to any company that
         acquires all or substantially all of the stock or assets of Bell
         Atlantic, or into which or with which Bell Atlantic is merged or
         consolidated. This Agreement may not be assigned by the Key Employee,
         and no person other than the Key Employee (or the Key Employee's
         estate) may assert the rights of the Key Employee under this Agreement.

                           (c) BONUS AND OTHER PAYMENTS NOT APPLICABLE TO
         PENSION, SAVINGS PLAN OR OTHER BENEFIT PLANS. The amounts described in
         Sections 6 and 7 under this Agreement shall not be eligible to be
         contributed to any qualified savings plan, and shall not be
         benefit-bearing compensation for purposes of any group term life
         insurance plan, pension plan, or other employee benefit plans. Nothing
         in this Agreement is intended to supersede or modify any rights which
         the Key Employee may have under any other compensation or benefit plan
         in which the Key Employee participates. At the time of determination
         that an amount is payable under Section 6 or 7 of this Agreement, such
         amount may be deferred under any nonqualified deferred compensation
         plan in which the Key Employee is then eligible to participate, but
         only if and to the extent then permitted under the terms of any such
         nonqualified deferred compensation plan.

                                       11
<PAGE>   12
                           (d) RELEASE. As a condition of eligibility to receive
         the pension and severance benefits described in Sections 5 and 8 of
         this Agreement, the Key Employee shall sign and deliver a legal release
         in the form attached to this Agreement as Attachment B, which shall be
         signed by the Key Employee at the time of his retirement or other
         termination of employment from Bell Atlantic (the "Release"), and the
         Key Employee shall not revoke his signature.

                           (e) WAIVER. The waiver by Bell Atlantic of a breach
         by the Key Employee of any provision of this Agreement shall not be
         construed as a waiver of any subsequent breach.

                           (f) GOVERNING LAW. This Agreement shall be construed
         and enforced in accordance with the laws of the Commonwealth of
         Virginia.

                           (g) ENTIRE AGREEMENT. Except for the terms of other
         compensation and benefit plans in which the Key Employee participates,
         effective upon the Closing, this Agreement shall set forth the entire
         understanding of Bell Atlantic and the Key Employee and shall supersede
         all prior agreements and communications, whether oral or written,
         between Bell Atlantic and the Key Employee, including the Non-Compete
         and Proprietary Information Agreement, between Bell Atlantic and the
         Executive, dated August 10, 1993 and January 24, 1994, and the Current
         Employment Agreement. This Agreement shall not be modified except by
         written agreement of the Key Employee and Bell Atlantic. During the
         Transition Period and during any period of employment with Bell
         Atlantic following the Transition Period, the terms of Sections 10 and
         11 of this Agreement shall supersede the terms of any Non-Compete and
         Proprietary Information Agreement to which the Key Employee and any
         Bell Atlantic Company are parties. Until the closing, the Current
         Employment Agreement shall be enforceable to the full extent of its
         terms.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.

                            BELL ATLANTIC CORPORATION


                            By:_________________________________________
                               Raymond W. Smith,
                               Chairman of the Board and Chief Executive Officer

                            THE KEY EMPLOYEE

                             _______________________

                                       12
<PAGE>   13
                                  ATTACHMENT A
                        CERTAIN LIMITATIONS UPON PAYMENTS

       (a) TAX CODE LIMITATIONS. Anything in this Agreement or the Current
Employment Agreement to the contrary notwithstanding, in the event that it shall
be determined that any payment or distribution by Bell Atlantic to or for the
benefit of the Key Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would constitute an "excess parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the
aggregate present value of amounts payable or distributable to or for the
benefit of the Key Employee pursuant to this Agreement (such payments or
distributions pursuant to this Agreement are hereinafter referred to as
"Agreement Payments") shall be reduced (but not below zero) to the Reduced
Amount. The "Reduced Amount" shall be an amount expressed in present value which
maximizes the aggregate present value of Agreement Payments without causing any
Payment to be subject to taxation under Section 4999 of the Code. For purposes
of this Section, present value shall be determined in accordance with Section
280G(d)(4) of the Code.

       (b) CALCULATIONS BY INDEPENDENT FIRM. All determinations to be made under
this Section shall be made by Bell Atlantic's independent public accountant or
such law firm as is acceptable to the Key Employee and Bell Atlantic (the
"Independent Firm"), immediately if the Key Employee separates from service
under circumstances which make the Key Employee eligible to receive post-
separation payments under this Agreement, or at such other times as Bell
Atlantic may determine. The parties agree that the Independent Firm shall render
a preliminary opinion on the applicability of Section 280G to this Agreement and
to the Current Employment Agreement within sixty (60) days of the date of
Execution of this Agreement. The Independent Firm shall provide its
determinations and any supporting calculations both to Bell Atlantic and the Key
Employee within ten (10) days of the effective date of termination of
employment, or when such calculations are otherwise made. Any such determination
by the Independent Firm shall be binding upon Bell Atlantic and the Key
Employee. Within five (5) days after this determination, Bell Atlantic shall
commence to pay (or cause payments to commence to be paid) to or for the benefit
of the Key Employee such amounts (if any) as are then due to the Key Employee
under this Agreement.

       (c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of the uncertainty in the
application of Section 280G of the Code at the time of the initial determination
by the Independent Firm hereunder, it is possible that Agreement Payments will
either have been made by Bell Atlantic which should not have been made
("Overpayment"), or that additional Agreement Payments which have not been made
by Bell Atlantic could have been made ("Underpayment"), in each case, consistent
with the calculations required to be made hereunder. Within two years after the
effective date of termination of employment, the Independent Firm shall review
the determination made by it pursuant to the preceding paragraph. In the event
that the Independent Firm determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to the Key Employee
which the Key Employee shall repay to Bell Atlantic together with interest at
the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the
"Federal Rate"); provided, however, that no amount shall be payable by the Key
Employee to Bell Atlantic if and to the extent such payment would not reduce the
amount which is subject to taxation under Section 4999 of the Code. In the event
that the Independent Firm determines that an Underpayment has occurred, any such

                                       13
<PAGE>   14
Underpayment shall be promptly paid by the appropriate Bell Atlantic Company to
or for the benefit of the Key Employee together with interest at the Federal
Rate.

       (d) All of the fees and expenses of the Independent Firm in performing
the determinations referred to in subsections (b) and (c) above shall be borne
solely by Bell Atlantic.

                                       14
<PAGE>   15
                                  ATTACHMENT B

                                     RELEASE

         THIS RELEASE (the "Release") is entered into by [NAME] (the "Key
Employee"), for the benefit of ________________________________________ (the
"Company"), and for the benefit of all companies affiliated with the Company
(collectively, "Bell Atlantic Companies"), and the officers, directors and
employees of each of them.

         WHEREAS, the Key Employee has separated from service with the Company
on _____________, 1996 (the "Separation Date") pursuant to the terms of a
Separation and Non-Compete Agreement, dated _______________, 1996, between Bell
Atlantic Corporation and the Key Employee (the "Agreement"), and he wishes to
execute this Release as contemplated under the terms of the Agreement.

         NOW, THEREFORE, the Key Employee affirms as follows:

         1. The Key Employee, as his free and voluntary act, hereby releases and
discharges the Company, its affiliates, and their successors and assigns, and
the directors, officers, employees, and agents of each of them, of and from any
and all debts, obligations, claims, demands, judgments or causes of action of
any kind whatsoever, known or unknown, in tort, contract, by statute or on any
other basis, for equitable relief, compensatory, punitive or other damages,
expenses (including attorneys' fees), reimbursements or costs of any kind,
including but not limited to, any and all claims, demands, rights and/or causes
of action, including those which might arise out of allegations relating to a
claimed breach of an alleged oral or written employment contract, or relating to
purported employment discrimination or civil rights violations, such as, but not
limited to, those arising under Title VII of the Civil Rights Act of 1964 (42
U.S.C. Section 2000e et seq.) as amended by the Civil Rights Act of 1991, the
Civil Rights Acts of 1866 and 1871 (42 U.S.C. Sections 1981 and 1983), Key
Employee Order 11246, as amended, the Age Discrimination in Employment Act of
1967, as amended (29 U.S.C. Section 621 et seq.), the Equal Pay Act of 1963 (29
U.S.C. Section 206(d)(1)), the Rehabilitation Act of 1973 (29 U.S.C. Sections
701-794), the Americans with Disabilities Act, or any other applicable federal,
state or local employment discrimination statute or ordinance, which the Key
Employee might have or assert against any of said entities or persons (a) by
reason of the Key Employee's active employment by the Company or any affiliated
company, or the termination of said employment and all circumstances related
thereto; or (b) by reason of any other matter, cause or thing whatsoever which
may have occurred prior to the date of execution of this Release. Moreover, the
Key Employee waives any and all rights under the Employee Retirement Income
Security Act of 1974 (ERISA) to assert any claim to any severance benefits, or
other remuneration on account of separation from service, other than as stated
in the Agreement.

         2. The Key Employee hereby reaffirms the terms and conditions of the
Agreement in all respects.

                                        1
<PAGE>   16
         3. Should any provision of this Release be declared or be determined by
any court to be illegal or invalid, the validity of the remaining parts, terms
or provisions shall not be affected thereby, and said illegal or invalid part,
term or provision shall be deemed not to be a part of this Release.

         STATEMENT BY THE KEY EMPLOYEE WHO IS SIGNING BELOW: THE COMPANY HAS
ADVISED ME IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS
RELEASE. I HAVE CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS
RELEASE AND HAVE HAD SUFFICIENT TIME AND OPPORTUNITY (OVER A PERIOD OF
SUBSTANTIALLY MORE THAN 21 DAYS) TO CONSULT WITH MY PERSONAL TAX, FINANCIAL AND
LEGAL ADVISORS PRIOR TO EXECUTING THIS DOCUMENT, AND I INTEND TO BE LEGALLY
BOUND BY ITS TERMS. I UNDERSTAND THAT I MAY REVOKE THIS RELEASE WITHIN SEVEN (7)
DAYS FOLLOWING MY SIGNING, AND THIS RELEASE WILL NOT BECOME ENFORCEABLE OR
EFFECTIVE UNTIL THAT SEVEN-DAY PERIOD HAS EXPIRED.

         THE UNDERSIGNED, intending to be legally bound, has executed this
Release as of the _____ day of __________, 199__, that being the Key Employee's
Separation Date.


                                  THE KEY EMPLOYEE




                                  Signed:



                                THIS IS A RELEASE
                          READ CAREFULLY BEFORE SIGNING

                                        2
