MEMORANDUM OF AGREEMENT
Between
GTE CALIFORNIA INCORPORATED
and
COMMUNICATIONS WORKERS OF AMERICA
HOURLY PENSION PLAN (MINIMUM)

GTE California Incorporated and the Communications Workers of Arnerica agree to modify the Plan for Hourly Employees' Pensions. Such modifications are subject to the Company's Board of Directors and the United States Department of the Treasury approvals and, therefore, the effective date of August 1, 1996 for the modifications will be contingent upon receipt of all necessary approvals.

Specific language will be prepared to modify the present Plan for Hourly Employees' Pensions to effect the following:

Years of Accredited Service Annual Minimum
15 but less than 20 years $4,350
20 but less than 25 years $5,650
25 but less than 30 years $6,950
30 but less than 35 years $8,250
35 but less than 40 years $9,550
40 or more years $10,850

This Agreement shall become effective as of March 18, 1996, and shall remain in effect until midnight, March 13, 1999, and shall automatically continue in full force and effect thereafter until terminated, or amended, in accordance with the following procedure:
If this Agreement is to be terminated, a written notice must be sent by either party to the other not less than sixty (60) days prior to the termination date set forth above, or sixty (60) days prior to an date thereafter on which such cancellation is to become effective.

This Agreement may be amended or modified by either party giving written notice to the other of such desire to do so amend or modify at least sixty (60) days and not more than ninety (90) days prior to the termination date set forth above. The written notice shall contain a full statement as to the amendments or modifications desired.

GTE CALIFORNIA INCORPORATED
/s/
7/8/96

COMMUNICATIONS WORKERS OF AMERICA
/s/
7/8/96

RETURN