12/10/1999
                                                           
                  BELL ATLANTIC - NEW YORK
      COMMITMENT TO ESTABLISH SEPARATE DATA AFFILIATE 
                              
       1.   Bell Atlantic will establish a separate data affiliate ("SDA") to provide
       advanced services in New York on the terms outlined in the
       SBC/Ameritech Order, App. C,  1-14 (sections I and II), subject only to
       the exceptions and clarifications set out below.  This commitment applies
       only to the State of New York.
  
       2.   Bell Atlantic will establish a separate corporate entity (the SDA) no later
       than December 20, 1999.  The SDA will file with the New York Public
       Service Commission ("PSC") on or before December 20, 1999 for any
       necessary approvals or certifications to provide advanced services in
       New York, and for approval of an interconnection agreement between the
       SDA and Bell Atlantic.  
  
       3.   Bell Atlantic will provide funding to, and name a management team for,
       the SDA on or before December 20, 1999.  Bell Atlantic will give
       substantial weight to the performance of the SDA in setting the annual
       bonuses paid to the officers and management employees of the SDA.
  
       4.   Bell Atlantic will complete the transition period provided for in the
       SBC/Ameritech Order by July 1, 2000 unless necessary state regulatory
       approvals have not been obtained.
  
       5.   The term "Merger Closing Date" used in the SBC/Ameritech conditions
       shall be defined to be January 3, 2000.
  
       6.   The grace period provided for in paragraph 1(e) of the SBC/Ameritech
       conditions shall terminate on July 1, 2000 unless necessary state
       regulatory approvals have not been obtained.
  
       7.   For purposes of paragraph 3(d) of the SBC/Ameritech conditions, Bell
       Atlantic retains the right to elect whether spectrum splitters shall be
       treated as advanced services assets.
  
       8.   For purposes of this commitment, Bell Atlantic - New York shall be
       afforded the treatment provided to SBC States in the SBC/Ameritech
       conditions.
  
       9.   By way of clarification, Bell Atlantic   New York retains the right to invest
       in any technology or asset as long as it is not used to provide Advanced
       Services as defined in the SBC/Ameritech conditions,  2.
  
       10.  Bell Atlantic will initiate a line-sharing trial in New York with an unrelated
       third party on or before December 20, 1999.  
  
       11.  Beginning February 1, 2000, all new advanced services equipment will be
       purchased by the SDA.
  
       12.  Until completion of the transition period, Bell Atlantic will provision xDSL
       services in New York in accordance with the functional equivalency
       standards specified in the SBC/Ameritech Conditions, Section I,
       paragraph 6(g). 
  
       13.  Until completion of the transition period, Bell Atlantic will offer Surrogate
       Line Sharing Charge discounts in accordance with the SBC/Ameritech
       Conditions, Section 1, paragraphs 8 and 14, and will provide Interim Line
       Sharing to the SDA in accordance with Section 1, paragraphs 3(d),
       4(n)(1), and 8.  Bell Atlantic will file with the PSC for approval of such
       discounts no later than December 20, 1999.  
  
  13.       SDA requirements will sunset no later than July 1, 2003.