News Release

Bell Atlantic, Vodafone AirTouch and GTE Eliminate Wireless Market Overlaps in San Francisco, San Diego and Houston

Near Completion of National Verizon Wireless Footprint

June 18, 2000

Bell Atlantic:
Jim Gerace
908-306-7508

Vodafone AirTouch:
Tim Brown
Melissa Stimpson
44 (0) 1635 33251

GTE:
Bobbi Hennessey
972-507-6125

NEW YORK, LONDON, IRVING, Texas — Bell Atlantic Corp. (NYSE: BEL), Vodafone AirTouch Plc (LSE: VOD; NYSE: VOD), and GTE Corp. (NYSE: GTE) moved one major step closer to completing a nationwide wireless footprint with the announcement that they have reached agreement to sell overlapping wireless operations in San Francisco, San Diego and Houston to AT&T Wireless.

The companies, operating as Verizon Wireless, will maintain a wireless presence in San Francisco, including San Jose and Oakland, and in Houston, including Beaumont and Galveston, through the GTE Wireless operations. In San Diego, Verizon Wireless operates the former Vodafone AirTouch property.

Verizon Wireless will also retain 10 MHz of PCS spectrum in the Houston market. In San Francisco, AT&T Wireless is acquiring the remaining interest in a wireless partnership from Vodafone AirTouch. In San Diego, AT&T Wireless is buying 100 percent of the GTE Wireless operations. In Houston, AT&T Wireless is buying 100 percent of the PrimeCo PCS LP operation.

Bell Atlantic/Vodafone AirTouch and GTE 2-2-2 Collectively, the transactions are valued at approximately $3.3 billion. The combined operations cover about 15 million POPs and serve over 1.3 million customers. About 1,400 employees will be involved in the transfer. The companies expect the transactions to close concurrent with or following the Bell Atlantic/GTE merger and before year-end.

The agreements are a major step toward eliminating remaining overlapping cellular operations that would be created by the integration of GTE Wireless assets into Verizon Wireless, which will occur following the merger of Bell Atlantic and GTE. As a condition to approval of the combination Bell Atlantic, GTE and Vodafone AirTouch on Dec. 6, 1999 agreed with the Department of Justice to resolve, through the sale or swap of assets, overlaps that would be created by the combination of their domestic U.S. wireless operations.

April 3 marked the formal combination of Bell Atlantic and Vodafone AirTouch's U.S. cellular, paging and PCS businesses to create Verizon Wireless. With the addition of GTE Wireless, Verizon Wireless will rank as the nation's largest wireless company, serving 25 million wireless and 4 million paging customers. Its nationwide footprint will cover a population of 232 million in 96 of the top 100 U.S. markets.
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Market Status Summary

San Francisco

Business Being Divested

  • Vodafone AirTouch's remaining stake in wireless operation owned in partnership with AT&T.
  • Marketed as CellularOne
  • TDMA digital standard
  • Status: Vodafone AirTouch has signed agreement to sell the business to AT&T.

Business Being Retained

  • GTE Wireless operation
  • Marketed as GTE Wireless
  • CDMA digital standard
  • Status: To join Verizon Wireless after merger between GTE Corp. and Bell Atlantic

Houston

Business Being Divested

  • PrimeCo PCS LP's wireless operation [100 percent]
  • Marketed as PrimeCo PCS
  • CDMA digital standard
  • Status: PrimeCo PCS LP has signed agreement to sell business to AT&T.

Business Being Retained

  • GTE Wireless operation
  • Marketed as GTE Wireless
  • CDMA digital standard
  • Status: To join Verizon Wireless after merger between GTE Corp. and Bell Atlantic
  • Note: 10 MHz of PCS spectrum to be retained from PrimeCo operation.

San Diego

Business Being Divested

  • GTE Wireless operation [100 percent]
  • Marketed as GTE Wireless
  • CDMA digital standard
  • Status: GTE has signed agreement to sell business to AT&T.

Business Being Retained

  • Former Vodafone AirTouch wireless operation
  • Marketed as Verizon Wireless
  • CDMA digital standard
  • Status: Officially became part of Verizon Wireless on April 3, 2000

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Bell Atlantic

Bell Atlantic is at the forefront of the new communications and information industry. With more than 44 million telephone access lines and more than 20 million wireless customers worldwide, Bell Atlantic companies are premier providers of advanced wireline voice and data services, market leaders in wireless services and the world's largest publishers of directory information. Bell Atlantic companies are also among the world's largest investors in high-growth global communications markets, with operations and investments in 23 countries.

Vodafone AirTouch
Vodafone AirTouch PLc, based in the United Kingdom, is the world's largest wireless communications firm. It has mobile operations in 26 countries on five continents, with more than 53 million proportionate customers. In the United States, Vodafone AirTouch provides wireless voice, data and paging services through its ownership interest in Verizon Wireless, the nation's largest wireless communications provider.

GTE
With 1999 revenues of more than $25 billion, GTE is a leading telecommunications provider with one of the industry's broadest arrays of products and services. In the United States, GTE provides local service in 28 states and wireless service in 18 states, as well as nationwide long-distance, directory, and internetworking services ranging from dial-up Internet access for residential and small-business consumers to Web-based applications for Fortune 500 companies. Outside of the United States, the company serves customers on five continents.

Visit www.bellatlantic.com, www.vodafone-airtouch-plc.com and www.gte.com for information about Bell Atlantic, Vodafone AirTouch and GTE.

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