SEVERANCE PAY PLAN

 Exhibit
(10)(iii)(A)25

                    NYNEX EXECUTIVE
                  SEVERANCE PAY PLAN

1.  Overview

    The NYNEX Executive Severance Pay Plan ("Severance
    Pay Plan") is designed to provide specified
    post-employment payments to certain
    executives.

    This Severance Pay Plan replaces and supersedes the
    New York Telephone policy "Separation Allowance
    and other Payments", the New England Telephone
    policy "Separation from Active Service with the
    Company" as to managers only and the NYNEX
    Management Severance Pay Plan, and any other
    management severance or separation pay plan or
    program currently in effect in each Employing
    Company.

2.  Type of Plan

    The Severance Pay Plan is classified as a welfare
    plan under the provisions of the Employee
    Retirement Income Security Act of 1974, as
    amended ("ERISA").  It is intended to be a
    Severance Pay Plan as defined in Federal
    Regulation 29 CFR 2510-3-2(b) for a select
    group of management or highly compensated
    employees of NYNEX Corporation and its
    subsidiaries.

3.  Employing Companies

    An "Employing Company" means NYNEX Corporation and
    each Subsidiary of NYNEX Corporation which elects
    to participate in the Severance Pay Plan.

4.  Participation

    A "Participant" means any full or part-time
    management employee who is a member of the
    Senior Management Compensation Group as designated
    by the Board of Directors of the manager's
    Employing Company.

5.  Eligibility

    a.  "Eligible Participant" -- In order to be
        eligible to receive benefits under the
        Severance Pay Plan, a Participant must:

        (i) (Single Executive) --

                 (A)     separate from service, with
                         the consent of the
                         Chairman and Chief
                         Executive Officer of NYNEX
                         Corporation, and

                 (B)     sign a release in the form of
                         Attachment A, or.

        (ii)     (Multiple Executives) --

                 (A)     separate from service pursuant
                         to the terms of the NYNEX
                         Force Management Plan
                         ("FMP")

                    1.   having been designated as
                         either Eligible for
                         Voluntary Separation
                         ("EVS") or Eligible for
                         Voluntary Separation and
                         At-Risk ("EVS-AR"), but

                    2.   notwithstanding the provisions
                         ofsub-paragraph (a)(ii)(A)1.
                         of this paragraph 5., in the
                         event that the number of
                         volunteers who are EVS
                         or EVS-AR exceeds the
                         designated number of
                         volunteers who will be
                         accepted in a given
                         Banding Entity as
                         determined by the Chief
                         Executive Officer of the
                         Business Unit which
                         contains the volunteers
                         or the Chief Executive
                         Officer of NYNEX, then
                         the volunteers who volunteer
                         after the designated number
                         is reached will not be
                         Eligible Participants
                         under this Severance Pay
                         Plan, and

                 (B)     sign a release in the form of
                         Attachment B.

    b.  Disqualifications -- A Participant is not an
        Eligible Participant and may not receive
        benefits or payments under this Severance
        Pay Plan:

            (i)  Separation for Cause -- if the
                 Participant is separated from
                 service for cause.  The term "cause"
                 in this sub-paragraph shall mean
                 grossly incompetent performance
                 or substantial or continuing

                         - 2 -

                 inattention to or neglect of the
                 duties and responsibilities
                 assigned to the Participant as
                 determined in the sole discretion
                 and judgment of the Chairman and
                 Chief Executive Officer of NYNEX,
                 including but not limited to fraud,
                 misappropriation and embezzlement,
                 involving the Employing Company or
                 any of its subsidiaries or
                 affiliates, or commission of
                 any felony of which the Executive is
                 finally adjudged guilty in a court
                 of competent jurisdiction or a
                 violation of the provisions of
                 the Participant's Executive
                 Retention Agreement entitled
                 Non-Competition and
                 NonSolicitation,
                 Intellectual Property and
                 Proprietary Information,
                 Company Rules; Code of Business
                 Conduct and Modification of Final
                 Judgment, or

            (ii) Divestiture -- if the participant is
                 separated from service with an
                 Employing Company as a
                 consequence of the sale or
                 transfer to another party of the
                 stock or assets of that Employing
                 Company under circumstances where
                 employees are hired or offered
                 employment by the purchaser or
                 transferee or its successors or
                 assignees within (60) days of the
                 employee's separation of service
                 from any Employing Company, or

            (iii)   Employment Agreement -- if the
                    Participant has an employment
                    agreement, other than the
                    Executive Retention
                    Agreement, with an Employing
                    Company which provides for notice
                    from that company prior to the
                    Executive's separation from
                    service, and the Executive is
                    not required to provide services
                    for compensation during that
                    period of time.

6. Severance Payment
   
   a.   The Benefit  -- The Severance Payment shall be
        equal to the Value of the shares of
        Restricted Stock including
        reinvested dividends, which are
        identified as the Retention Award in the
        Executive's Retention Agreement, but not to
        exceed two times the Executive's Annual
        Compensation at the time of separation
        from service.

        (i) The Value shall be the mean between the
            high and lowsale prices of the shares
            as quoted by the New York Stock
            Exchange-Composite Transactions
            listing for the last day of employment,
            or such other appropriate measurement of
            fair market value as the Committee on
            Benefits of the NYNEX Corporation
            Board of Directors shall select.  If 

                           
                           
                           
                           
                         - 3 -

            the last day of employment is a non-trading
            day,then the high and low sale prices for
            the last trading day prior to such date
            shall be used.

        (ii)     "Annual Compensation" means the total
                 of all compensation, including
                 wages, salary, and any other
                 benefit of monetary value, whether
                 paid in the form of cash or otherwise
                 which was paid as consideration for
                 the Executive's service during the
                 year preceding the Executive's
                 separation from service, or
                 which would have been so paid at
                 the Executive's usual rate of
                 compensation if the Executive
                 had worked a full year.

    b.  Time of Payment -- The Severance Payment shall
        be madeas soon as practicable after the date
        the Executive separates from service, but in
        no event, earlier than 7 days after the
        Executive has executed and delivered to
        the Executive's Employing Company a release
        in the form of either Attachment A, in the
        case of a single Executive separating from
        service, or Attachment B, in the case of a
        group of Executives separating from service.
         In the case of a group of Executives
        separating from service, Attachment C
        should also be prepared and distributed with
        Attachment B forty-five (45) days before the
        group of Executives is scheduled to be
        separated from service.

    c.  Tax Withholding -- the amount of Severance
        Payment issubject to the withholding of
        federal, state and local taxes, FICA and
        FUTA and SUTA (unemployment taxes) at the
        time of payment and will be reported on IRS 
form W-2.

    d.  Forfeiture -- if an Eligible Participant is
        re-employed by the Employing Company or by
        NYNEX Corporation or any Subsidiary prior to
        the end of one year, a pro rata share of the
        Severance Payment shall be repaid to the
        Company.

7.  Financing of Benefits

    The Severance Payment shall be paid out of the
    Employing Company's general assets.

                         - 4 -

8. Administration

   a.   Administrator -- NYNEX Corporation, 1113
        Westchester Avenue, White Plains, New
        York 10604, solely administers the Severance
        Pay Plan through the Vice President - Human
        Resources.

   b.   Named Fiduciary -- the Committee on Benefits of
        the NYNEX Corporation Board of Directors is
        the named fiduciary which shall serve as
        the final review committee, under the
        Severance Pay Plan, to determine
        conclusively any and all questions
        arising from the administration of the
        Severance Pay Plan and shall have sole and
        complete discretionary authority and control
        to manage the operation and administration
        of the Severance Pay Plan including but not
        limited to, the determination of all
        questions relating to eligibility for
        participation and benefits, interpretation of
        all Plan provisions, determination of the
        amount of benefits payable to any Eligible
        Participant, spouse, heirs or estate, and
        construction of disputed or doubtful
        terms.

   c.   Delegation -- the named fiduciary under the
        Severance Pay Plan has delegated to the
        Vice President - Human Resources (in
        accordance with paragraph 9) the
        authority to review all initial claims
        for severance payments under the terms of the
        Severance Pay Plan.  Any named fiduciary or
        any fiduciary designated by a named
        fiduciary may delegate any
        responsibilities hereunder.

9. Claims Procedure

   a.   Who May File -- a Participant, or any person
        duly authorized by such a participant, may
        file a written claim for benefits under this
        Severance Pay Plan if the Participant
        believes benefits have been unfairly
        denied under the Severance Pay Plan.  Such a
        claim may only relate to a benefit under the
        Severance Pay Plan and not any matter under
        the NYNEX Force Management Plan, the
        Executive's Employment Agreement, or
        any other policy, practice or guidelines  of
        the Executive's Employing Company.

   b.   The written claims may be sent to:

            Vice President - Human Resources
            NYNEX Corporation
            1113 Westchester Avenue
            White Plains, New York 10604

                         - 5 -

   c.   When to File Claim -- such claim must be
        received within 60 days of the events
        which give rise to the claim.

   d.   Disposition of Claims -- if the claim is
        denied, the claimant will receive
        written notice of the decision,
        including the specific reason for the
        decision, within 90 days of the date the claim
        was received.

        In some cases, more than 90 days may be needed
        to make a decision.  In such cases the
        claimant will be notified in writing,
        within the initial 90-day period, of the
        reason more time is needed.  An additional
        90 days may be taken to make the decision if
        the claimant is sent such a notice.  The
        extension notice will show the date by
        which the decision will be sent.

10.     Appeal Procedure

   a.   When to Appeal -- a claimant may use this
        procedure if:

        (i) no reply at all is received by the claimant
            within 90 days after filing the claim;

        (ii)     a notice has extended the time an
                 additional 90 days and no reply
                 is received within 180 days after
                 filing the claim; or

       (iii)     written denial of the claim for
                 benefits or other matters is
                 received within the proper time
                 limit and the claimant wishes to
                 appeal the written denial.

   If a claim for benefits or review of any other
   matter under the Severance Pay Plan is
   denied, the participant, or other duly
   authorized person, may appeal this denial in
   writing within 60 days after it is received.

   b.  Where to Appeal -- Written request for review of
       any denied claim should be sent directly to the:
   
            Committee on Benefits of the NYNEX
            Board of Directors
            1113 Westchester Avenue
            Attention:  Secretary

   The Committee on Benefits of the NYNEX Corporation
   Board of Directors  serves as the final review
   committee under the Severance Pay Plan for all
   participants.  

                           
                         - 6 -

   Unless the Committee on Benefits of the NYNEX
   Corporation Board of Directors sends notice
   in writing that the claim is a special case
   needing more time, the Committee on Benefits
   of the NYNEX Board of Directors will conduct a
   review and decide on the appeal of the denied
   claim within 60 days after receipt of the written
   request for review.  If more time is required to
   make a decision, the Committee on Benefits of the
   NYNEX Corporation Board of Directors will send
   notice in writing that there will be a delay
   and give the reasons for the delay.  In such
   cases, the Committee on Benefits of the NYNEX
   Corporation Board of Directors may have 60 days
   more, or a total of 120 days, to make a decision.

   c.   A claimant who sends a written request for
        review of a denied claim, has the right
        to:

        (i) review pertinent Severance Pay Plan
            documents which may be obtained by
            writing to the Committee on Benefits of
            the NYNEX Corporation Board of
            Directors and

        (ii)     send to the Committee on Benefits of
                 the NYNEX Corporation Board of
                 Directors a written statement of
                 the issues and any other documents in
                 support of the claim for benefits or
                 other matters under review.

   d.   Disposition of Appeal -- the Committee on
        Benefits of the NYNEX Corporation Board
        of Directors' decision shall be given to the
        claimant in writing within 60 days or, if
        extended, 120 days, and shall include
        specific reasons for the decision.  If
        the Committee on Benefits of the NYNEX
        Corporation Board of Directors does not
        give its decision on review within the
        appropriate time span, the claimant may
        consider the claim denied.  The decision of
        the Committee on Benefits of the NYNEX
        Corporation Board of Directors is final
        and binding on all parties.

        A participant in the Severance Pay Plan may
        have further rights under ERISA, as
        described in Section 16 entitled
        "Rights of a Plan Participant."

11.     Legal Service

   Process can be served on the Severance Pay Plan
   Administrator by directing such service to
   Vice President-Human Resources, NYNEX
   Corporation, 1113 Westchester Avenue,
   White Plains, New York 10604.

                         - 7 -

12.  Benefits Not Assigned or Alienated

     Assignment or alienation of any benefits provided
     by the Severance Pay Plan will not be permitted
     or recognized except as otherwise authorized by
     applicable law.  This means that, except as
     required by applicable law, benefits
     provided under the Severance Pay Plan may
     not be sold, assigned, or otherwise transferred
     by or on behalf of a participant.

13.  Plan Records

     The NYNEX Executive Severance Pay Plan and all of
     its records are kept on a calendar year basis
     beginning January 1 and ending December 31 of
     each year.

14.  Plan Identification Numbers

     This Severance Pay Plan is identified by the
     following numbers under the Internal
     Revenue Service (IRS) Rules.

     a.    Number 13-3180909 assigned by the IRS.

     b.    Number 571 assigned by NYNEX Corporation.

15.  Plan Continuance

     The Committee on Benefits of the NYNEX Corporation
     Board of Directors may amend or terminate this
     Severance Pay Plan at any time.  Any
     amendments or the termination of the
     Severance Pay Plan shall not result in the
     forfeiture of the benefits previously awarded
     under the Severance Pay Plan.

16.  Plan Documents

     This document is both the Severance Pay Plan and a
     Summary Plan Description as such terms are
     defined in ERISA.

                         - 8 -

17.  Rights of a Plan Participant

     As a Participant in this Severance Pay Plan, you
     are entitled to certain rights and protection
     under the Employee Retirement Income Security
     Act of 1974 (ERISA).  

     ERISA provides that all Severance Pay Plan
     participants shall be entitled to:

     a. Examine, without charge, all Severance Pay Plan
        documents and copies of all documents filed by
        the Severance Pay Plan with the U. S. 
        Department of Labor, if any;

     b. Obtain copies of all Severance Pay Plan
        documents and other Plan information
        upon written request to the Severance Pay
        Plan Fiduciary.  There may be a reasonable
        charge for such copies.

     In addition to creating rights for Severance Pay
     Plan participants, ERISA imposes duties upon
     those who are responsible for the operation of
     employee benefit plans.  The people who operate
     your Severance Pay Plan, called "fiduciaries"
     of the Plan, have a duty to do so prudently and
     in the interest of you and other Severance Pay
     Plan participants.  No one, including your
     employer, or any other person, may terminate
     your employment or otherwise discriminate
     against you in any way to prevent you from
     obtaining a benefit or exercising your right
     under ERISA.  If your claim for benefits is
     denied, in whole or in part, you have certain
     rights of review as described under Claims and
     Appeal Procedure Section 9 and 10, respectively,
     of this Plan.

     Under ERISA, there are steps you can take to
     enforce the above rights.  For instance, if
     you request materials from the Plan Fiduciary and
     do not receive them within 30 days, you may file
     suit in a federal court.  In such case, the
     court may require the Plan Fiduciary to
     provide the materials and pay up to $100 a
     day until you receive the materials, unless the
     materials were not sent because of reasons beyond
     the control of the Plan Fiduciary.  If you have a
     claim for benefits which is denied or ignored, in
     whole or in part, you may file suit in a state or
     federal court.  If you are discriminated against
     for asserting your rights, you may seek
     assistance from the U. S.  Department of
     Labor or you may file suit in a federal court. 
     The court will decide who will pay court costs
     and legal fees.  If you are successful, the
     court may order the person you have sued to
     pay these costs and fees.  If you lose, the
     court may order you to pay these costs and
     fees if, for example, it finds your claim is
     frivolous.  [Arbitration being considered.]

                         - 9 -

     If you have any questions about the Severance Pay
     Plan, you should contact the Severance Pay Plan
     Fiduciary.  If you have any questions about this
     statement of your rights, or about your rights
     under ERISA, you should contact your nearest
     Area Office of the U. S. Labor Management
     Services Administration, Department of
     Labor.

                        - 10 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  
   Attachment A 

           SEPARATION AGREEMENT AND RELEASE

In consideration of the fact that I,          (the
employee), have voluntarily and of my own free
will, elected to resign and accept a payment
("Severance Payment") in the amount of        
, and that NYNEX Corporation, or its subsidiaries and
affiliates (hereinafter "NYNEX Corporation" or "the
Company") has agreed to pay me the above amount, I
acknowledge and agree to the following:

1. I understand that as of                        my
   employment with                           (the
   Company) will cease.

2. I understand that the Severance Payment is being
   paid as consideration for my signing this
   Separation Agreement and Release and that
   these are benefits to which I would not
   otherwise have been entitled had I not
   signed this Separation Agreement and Release.

3. I also understand that, pursuant to the Older
   Workers Benefit Protection Act of 1990, I
   have the right to consult with an attorney
   before signing this Separation Agreement and
   Release, I have 21 days to consider the Release
   before signing it, and I may revoke the Release
   within 7 calendar days after signing it.

4. I realize that there are various State and Federal
   laws that govern my employment relationship with
   the Company and/or prohibit employment
   discrimination on the basis of age,
   color, race, gender, sexual
   preference/orientation, marital
   status, national origin, mental or physical
   disability, religious affiliation or
   veteran status and that these laws are
   enforced through the courts and agencies such
   as the Equal Employment Opportunity Commission,
   Department of Labor and State Human Rights
   Agencies.  Such laws include, but are not
   limited to, Title VII of the Civil Rights Act
   of 1964, as amended, the Age Discrimination in
   Employment Act of 1967, as amended, the
   Employee Retirement Income Security Act of
   1974, as amended, and the Americans with
   Disabilities Act of 1990.  In
   consideration of the Severance Payment
   provided for in this Agreement, I intend to give
   up any rights I may have under these or any other
   laws or agreements with respect to my employment
   and termination of employment at the Company and
   acknowledge that the Company (including NYNEX
   Corporation, its subsidiaries and affiliates)
   has not (a) discriminated against me, (b) breached
   any express or implied contract with me, or (c)
   otherwise acted unlawfully toward me.

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

5. Subject to paragraph 6 herein, on behalf of myself,
   my heirs, executors, administrators, successors
   and assigns, I release and discharge NYNEX
   Corporation, its successors, assigns,
   subsidiaries, affiliates, directors,
   officers, representatives, agents and
   employees and the fiduciaries of any
   employee benefit plan maintained by any of
   the foregoing ("Releasees") from any and all
   claims, including claims for attorneys' and
   experts' fees and costs, charges, actions and
   causes of action with respect to, or arising
   out of, my employment or termination of
   employment with the Company.  This
   includes, but is not limited to, claims
   arising under contract, federal, state, or
   local laws prohibiting age, color, race,
   gender, sexual preference/orientation,
   marital status, national origin, mental or
   physical disability, religious affiliation or
   veteran status or any other forms of
   discrimination or claims growing out of
   the Company's termination of its employees.  With
   respect to any charges that have been or may be
   filed concerning events or actions relating to
   my employment or the termination of my employment
   and which occurred on or before the date of this
   agreement, I additionally waive and release any
   right I may have to recover in any lawsuit or
   proceeding brought by me, an administrative
   agency, or any other person on my behalf or
   which includes me in any class.  If I breach
   this paragraph, I understand that I will be
   liable for all expenses, including costs and
   reasonable attorney's fees, incurred by any
   Releasee in defending the lawsuit or charge
   of discrimination, regardless of the outcome.  I
   agree to pay such expenses within thirty (30)
   calendar days of written demand.  This
   paragraph is not intended to limit me from
   instituting legal action for the sole purpose of
   enforcing this Agreement.

6. I understand that this Separation Agreement and
   Release in no way affects any rights I may
   have for benefits under the NYNEX Corporation
   Management Pension Plan or any other applicable
   NYNEX Corporation benefit plan.

                           
                           
                           
                           
                           
                           
                         - 2 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
                 

7. In accordance with my existing and continuing
   obligations to the Company, I have returned
   or will immediately return to the Company, on or
   before my termination date, all Company property,
   including, but not limited to, files, records,
   computer access codes, computer programs,
   instruction manuals, business plans, and other
   property which I prepared or helped to prepare or
   which came into my possession in connection with
   my employment with the Company.

8. I affirm my obligation to keep all proprietary
   Company information confidential and not to
   disclose it to any third party in the future.  I
   understand that the term "proprietary Company
   information" includes, but is not limited to,
   technical, marketing, business, financial or other
   information which constitutes trade secret
   information or information not available
   to competitors of the Company, the use or
   disclosure of which might reasonably be
   construed to be contrary to the interest of the
   Company or its subsidiaries or affiliates.  I
   understand that this paragraph does not
   prevent me from talking with any regulatory
   or law enforcement agencies.

9. The construction, interpretation and performance of
   this Agreement shall be governed by the laws of
   [the state in which I am working on the date of
   my separation from the Company's payroll].

10.     In the event that any one or more of the
        provisions contained in this Agreement
        shall for any reason be held to be
        unenforceable in any respect under
        the law of any state or of the United States
        of America, such unenforceability shall not
        affect any other provisions of this
        Separation Agreement and Release,
        but, with respect only to that
        jurisdiction holding the provision
        to be unenforceable, this Separation Agreement
        and Release shall then be construed as if such
        unenforceable provision or provisions had
        never been contained herein.

11.     This Separation Agreement and Release contains
        the entire agreement between the Company and
        me and fully supersedes any and all prior
        agreements or understandings pertaining to
        the subject matter hereof.  I represent and
        acknowledge that in executing this
        Separation Agreement and Release I
        have not relied upon any representation or
        statement not set forth herein made by any of
        the Releasees or by any of the Releasee's
        agents, representatives or attorneys with
        regard to the subject matter of this
        Separation Agreement and Release.

                           
                         - 3 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

   BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I
   STATE THAT: I HAVE READ IT; I UNDERSTAND IT AND
   KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I
   AGREE WITH EVERYTHING IN IT; I AM AWARE OF MY
   RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING IT;
   AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.

Date:                                          
                 Employee Signature

                                               
                 Employee Name Printed

                         - 4 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

   Attachment B
   (for use until January 1, 1996)

           SEPARATION AGREEMENT AND RELEASE

   In consideration of the fact that I,            (the
   employee), have voluntarily and of my own free
   will, elected to accept          ("Severance
   Payment"), and that NYNEX Corporation, or its
   subsidiaries and affiliates (hereinafter "NYNEX
   Corporation" or "the Company") has agreed to pay me
   the above amounts, I acknowledge and agree to the
   following:

   1.   I understand that as of                      ,
        my employment with                      (the
        Company) will cease.

   2.   I have been advised by the Company that I am
        being separated from the payroll pursuant
        to the terms of [the NYNEX Corporation Force
        Management Plan/a force reduction].

   3.   I understand that the Severance Payment is
        being paid as consideration for my
        signing this Separation Agreement and
        Release and that these are benefits to which
        I would not otherwise have been entitled had I
        not signed this Separation Agreement and
        Release.

   4.   I also understand that, pursuant to the Older
        Workers Benefit Protection Act of 1990, I
        have the right to consult with an attorney
        before signing this Separation Agreement and
        Release, I have 45 days to consider the
        Release before signing it, and I may
        revoke the Release within 7 calendar days
        after signing it.

   5.   I realize that there are various State and
        Federal laws that govern my employment
        relationship with the Company and/or
        prohibit among other things employment
        discrimination on the basis of age, color,
        race, gender, sexual
        preference/orientation,
        marital status, national origin, mental or
        physical disability, religious affiliation
        or veteran status, and that these laws are
        enforced through the courts and agencies
        such as the Equal Employment Opportunity
        Commission, Department of Labor and State
        Human Rights Agencies.  Such laws include,
        but are not limited to, Title VII of the
        Civil Rights Act of 1964, as amended, the
        Age Discrimination in Employment Act of
        1967, as amended, the Employee Retirement
        Income Security Act of 1974, as 

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
   

        amended, and the Americans with Disabilities
        Act of 1990.  In consideration of the
        Severance Payment provided for in this
        Agreement, I intend to give up any rights I
        may have under these or any other laws or
        agreements with respect to my employment
        and termination of employment at the Company
        and acknowledge that the Company (including
        NYNEX Corporation, its subsidiaries and
        affiliates) has not (a) discriminated
        against me, (b) breached any express or
        implied contract with me, or (c) otherwise
        acted unlawfully toward me.

   6.   Subject to paragraph 7 herein, on behalf of
        myself, my heirs, executors,
        administrators, successors and
        assigns, I release and discharge NYNEX
        Corporation, its successors, assigns,
        subsidiaries, affiliates, directors,
        officers, representatives, agents and
        employees and the fiduciaries of any
        employee benefit plan maintained by
        any of the foregoing ("Releasees") from any
        and all claims, including claims for
        attorneys' and experts' fees and
        costs, charges, actions and causes of
        action with respect to, or arising out
        of, my employment or termination of
        employment with the Company.  This
        includes, but is not limited to, claims
        arising under contract, federal, state, or
        local laws prohibiting age, color, race,
        gender, sexual preference/orientation,
        marital status, national origin, mental or
        physical disability, religious affiliation or
        veteran status or any other forms of
        discrimination or claims growing out
        of the Company's termination of its employees.
         With respect to any charges that have been or
        may be filed concerning events or actions
        relating to my employment or the
        termination of my employment, and
        which occurred on or before the date of
        this Agreement, I additionally waive and
        release any right I may have to recover in
        any lawsuit or proceeding brought by me, an
        administrative agency, or any other person
        on my behalf or which includes me in any
        class.  If I breach this paragraph, I
        understand that I will be liable for all
        expenses, including costs and reasonable
        attorney's fees, incurred by any Releasee
        in defending the lawsuit or charge of
        discrimination, regardless of the
        outcome.  I agree to pay such expenses
        within thirty (30) calendar days of
        written demand.  This paragraph is not
        intended to limit me from instituting legal
        action for the sole purpose of enforcing
        this Agreement.

   7.   I understand that this Separation Agreement and
        Release in no way affects any rights I may
        have for benefits under the NYNEX
        Corporation Management Pension Plan
        or any other applicable NYNEX Corporation
        benefit plan.

                         - 2 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

   8.   In accordance with my existing and continuing
        obligations to the Company, I have returned
        or will immediately return to the Company, on
        or before my termination date, all Company
        property, including, but not limited to,
        files, records, computer access codes,
        computer programs, instruction manuals,
        business plans, and other property which I
        prepared or helped to prepare or which came
        into my possession in connection with my
        employment with the Company.

   9.   I affirm my obligation to keep all proprietary
        Company information confidential and not to
        disclose it to any third party in the
        future.  I understand that the term
        "proprietary Company information"
        includes, but is not limited to,
        technical, marketing, business, financial
        or other information which constitutes trade
        secret information or information not
        available to competitors of the
        Company, the use or disclosure of
        which might reasonably be construed to be
        contrary to the interest of the Company or its
        subsidiaries or affiliates.  I understand that
        this paragraph does not prevent me from
        talking with any regulatory or law
        enforcement agencies.

   10.  The construction, interpretation and
        performance of this Agreement shall
        be governed by the laws of [the state in which
        I am working on the date of my separation from
        the Company's payroll].

   11.  In the event that any one or more of the
        provisions contained in this Agreement
        shall for any reason be held to be
        unenforceable in any respect under
        the law of any state or of the United States
        of America, such unenforceability shall not
        affect any other provisions of this
        Separation Agreement and Release,
        but, with respect only to that
        jurisdiction holding the provision
        to be unenforceable, this Separation Agreement
        and Release shall then be construed as if such
        unenforceable provision or provisions had
        never been contained herein.

   12.  This Separation Agreement and Release contains
        the entire agreement between the Company and
        me and fully supersedes any and all prior
        agreements or understandings pertaining to
        the subject matter hereof. I represent and
        acknowledge that in executing this
        Separation Agreement and Release, I
        have not relied upon any representation or
        statement not set forth herein made by any of
        the Releasees or by any of the Releasee's
        agents, representatives, or attorneys
        with regard to the subject matter of this
        Separation Agreement and Release.

                           
                         - 3 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

   BY SIGNING THIS SEPARATION AGREEMENT AND RELEASE, I
   STATE THAT:I HAVE READ IT; I UNDERSTAND IT AND
   KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I
   AGREE WITH EVERYTHING IN IT; I AM AWARE OF MY
   RIGHT TO CONSULT AN ATTORNEY BEFORE SIGNING IT;
   AND I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.

Date:                                          
                         Employee Signature

                                               
                         Employee Name Printed

                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                           
                         - 4 -

NYNEX EXECUTIVE SEVERANCE PAY PLAN
                                                                
  

                    Attachment "C"

   The information on this page is being furnished in
   order to comply with the Older Workers Benefit
   Protection Act of 1990.  This information does
   not in any way affect the benefits that you will
   receive under this Plan.

   Retained/or Not Participating in the Plan

   (Job title and age)

   Eligible for Voluntary Separation

   (Job title and age) 

Basic Info X:

Name: SEVERANCE PAY PLAN
Type: Severance Pay Plan
Date: March 28, 1994
Company: NYNEX CORP
State: Delaware

Other info:

Date:

  • December 31
  • January 1 , 1996

Organization:

  • New York Telephone
  • New England Telephone
  • NYNEX Management Severance
  • Senior Management Compensation Group
  • Board of Directors of the manager's Employing Company
  • Eligible for Voluntary Separation
  • New York Stock Exchange-Composite Transactions
  • NYNEX Force Management Plan
  • NYNEX Board of Directors
  • Internal Revenue Service IRS
  • Continuance The Committee
  • NYNEX Corporation Board of Directors
  • U. S. Department of Labor
  • U. S. Labor Management Services Administration
  • NYNEX Corporation Force Management Plana
  • Equal Employment Opportunity Commission
  • Department of Labor and State Human Rights Agencies
  • NYNEX Corporation Management Pension Plan
  • Separation Agreement and Release

Location:

  • Westchester Avenue White Plains
  • New York
  • ERISA
  • United States of America

Money:

  • $ 100