Bell Atlantic, GTE and ALLTEL Agree to Exchange Wireless Operations in 13 States

Bell Atlantic, GTE and ALLTEL Agree to Exchange Wireless Operations in 13 States

Agreements Clear Way for Merger of Bell Atlantic and Vodafone AirTouch U.S. Wireless Assets

Companies Sign National Roaming Agreements Covering Almost 95% of U.S. Population

Feb. 1, 2000

NEW YORK, IRVING, Texas, and LITTLE ROCK, Ark. - Bell Atlantic (NYSE: BEL), GTE Corp. (NYSE: GTE)
and ALLTEL Corp. (NYSE: AT) have signed agreements to exchange wireless interests in 13 states, better
positioning all three companies for future growth.

Click here for Overview
of Wireless Transaction

The agreements eliminate all of the overlapping cellular operations that would be created by the
combination of Bell Atlantic and Vodafone AirTouch wireless properties announced Sept. 21. The companies
reached a consent decree with the Department of Justice (DOJ) on Dec. 6 to resolve the overlaps through
swaps or sales.

Bell Atlantic and Vodafone AirTouch can now proceed with the merger of their domestic wireless
operations, expected to take place this spring. The new venture will be further strengthened by the
addition of GTE's wireless assets following the resolution of additional wireless overlaps related to its
merger with Bell Atlantic.

Upon the closing of the transactions, Bell Atlantic and GTE will transfer wireless interests in 27
markets in Alabama, Arizona, Florida, Ohio, New Mexico, South Carolina and Texas, involving about 14
million POPS, or population served, and more than 1.5 million customers.

ALLTEL will transfer interests in 42 markets in Illinois, Indiana, Iowa,
Nevada, New York and Pennsylvania. ALLTEL is transferring operations covering about 6.3 million POPs and
more than 700,000 customers, along with 2.6 million POPS and about 300,000 customers from minority
interests.

As a result of the swaps, the Bell Atlantic/GTE/Vodafone AirTouch venture will have a total of 223
million net POPs and 23 million customers and ALLTEL will have a total of 46 million cellular POPs and
almost 5.8 million wireless customers.

In addition to the transfer of wireless assets, ALLTEL will also pay about $600 million to Bell
Atlantic, GTE and Vodafone AirTouch. The companies said they expect to complete the transactions by
mid-year.

The companies have also signed a new national "roaming" agreement, which will allow their customers to
roam on each other's networks at reduced rates across a footprint that covers almost 95 per cent of the
U.S. population. Using a common digital technology called CDMA, they will form the nation's largest
standardized digital wireless network.

Click here for map of
National Roaming Agreement.

About 700 Bell Atlantic and 1,000 GTE employees will be joining ALLTEL, while some 900 ALLTEL
employees will join the new Bell Atlantic/GTE/Vodafone AirTouch venture.

"We're very pleased to have reached this agreement and proceed quickly to close our transaction with
Vodafone AirTouch," said Denny Strigl, president and CEO of Bell Atlantic Mobile and designated president
and CEO of the planned Bell Atlantic/GTE/Vodafone AirTouch wireless business. "Further, we strengthen
our national leadership position by expanding our footprint in central Pennsylvania, the Midwest and Las
Vegas."

"This is a significant step toward our shared vision of a superior national wireless footprint," said
Mark Feighner, president-GTE Wireless. "It extends our ability to provide national single rate price
plans covering virtually the entire U.S. population. In addition, I'm confident that the transition of
properties involved will be as seamless as possible for both customers and employees. While preparing
for that transition we will continue to focus on market growth by providing customers superior value and
service."

ALLTEL Chairman and CEO Joe Ford said, "This transaction is an innovative approach in finding
solutions to remain ahead of the competitive curve in the fast-changing communications industry. It
enhances ALLTEL's geographic market clusters and increases our customer base by 15 percent and will also
enhance our ability to deliver additional bundled communications services at great value to our
customers."

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Bell Atlantic

Bell Atlantic is at the forefront of the new communications and information industry. With more than
43 million telephone access lines and 10 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.

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.

ALLTEL

ALLTEL provides communications services to more than 8 million customers in 25 states and has
information services clients in 55 countries and territories. ALLTEL is a customer-focused, information
technology company that provides wireline and wireless communications and information services.
Vodafone AirTouch

Vodafone AirTouch, based in the United Kingdom, is the world's largest mobile telecommunications
company. It has mobile operations in 24 countries on five continents, with more than 31 million
proportionate customers. In the United States, AirTouch serves more than 9 million proportionate
cellular and PCS customers in 25 states and 22 of the top 30 U.S. markets, including Atlanta, Chicago,
Dallas, Detroit, Houston, Los Angeles, Phoenix, San Diego, San Francisco and Seattle.

Visit www.bellatlantic.com, www.gte.com, www.alltel.com and www.vodafone-airtouch-plc.com for information about the
companies in this transaction.