This AGREEMENT AND PLAN OF MERGER, dated as of August 7, 2000 (this "Agreement"), by and among Bell Atlantic Corporation (d/b/a Verizon Communications), a Delaware corporation ("Verizon"), Verizon Ventures I Inc., a Delaware corporation ('"Parent"), Verizon Ventures II Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Subsidiary"), and NorthPoint Communications Group, Inc., a Delaware corporation (.'"NorthPoint").

WHEREAS, the Boards of Directors of Verizon and NorthPoint have determined that it is in the best interests of their respective stockholders to combine their respective digital subscriber line ("DSL") operations in a business combination transaction in which (i) Verizon will contribute, or will cause to be contributed, to Parent (A) the Cash Amount (as defined below), of which $350 million will be used to fund the Merger Consideration (as defined below), and (B) certain of the assets used by Verizon in connection with its wholesale DSL operations, in exchange for shares of common stock of Parent (the "Asset Contribution") and (ii) Merger Subsidiary will be merged with and into NorthPoint, with NorthPoint surviving as a wholly owned subsidiary of Parent as provided in this Agreement (the "Merger"):

WHEREAS, concurrently with entering into this Agreement, Verizon is entering into (i) a commitment letter relating to a $200 million senior secured debt facility (the "Debt Financing") and (ii) a securities purchase agreement relating to the purchase by Verizon of $150 million of 9% Convertible Preferred Stock of NorthPoint (.the "Preferred Financing");

WHEREAS, for U.S. federal income. tax purposes, it is intended that (i) the Asset Contribution and the Merger each will qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) the Merger will qualify as a transaction described in Section 368(a) of the Code;

WHEREAS, for financial accounting purposes, it is intended that the transactions contemplated by this Agreement will be accounted for as a purchase transaction in accordance with United States generally accepted accounting principles ("GAAP"); and

WHEREAS, concurrently with the execution of this Agreement, Parent and certain stockholders of NorthPoint (including certain NorthPoint officers and directors) are entering into a Voting and Lock-Up Agreement in the form attached as Exhibit A hereto.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound hereby, the parties agree as follows:

(a) Effective as of the Closing (as defined in Section 1.3 hereof'), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") Verizon shall, or shall cause one. or more of its Subsidiaries to, (A) contribute to Parent cash in an amount equal to $800 million less (i) the aggregate principal amount of the Debt Financing and the Preferred Financing outstanding as of the Closing Date (as defined below) and (ii) any accrued and unpaid interest and dividends thereon through such date, and subject to adjustment pursuant to Sections 1.1 (g) and 1.1 (h) hereof (the "Cash Amount"),

and (B) sell, convey, assign, transfer and deliver to Parent all of the right, title and interest of Verizon and its Subsidiaries in and to all of the business, assets, properties, rights and interests (of whatever kind and nature, real or personal, tangible or intangible), other than the Excluded Verizon Assets (as defined below), that are owned, held or used by Verizon and/or any of its Subsidiaries on the Closing Date (as defined below) and relate exclusively to or are used exclusively by Verizon or its Subsidiaries in connection with, the Verizon DSL Business (.collectively, the "Verizon DSL Assets"). Subject to Section 1.1(b) hereof, it is agreed and understood that the Verizon DSL Assets shall include the following:

(i) Verizon Network Equipment Assets. The network equipment assets used exclusively by the. Verizon DSL Business and identified by category in Section 1.1(a)(i) of the Verizon Disclosure Schedule (the "Verizon Network Equipment Assets"), which assets are generally located at the central offices listed in Section 1.1(a)(i) of the Verizon Disclosure Schedule (the "Verizon Central Offices");
(ii) Permits- To the extent assignable, all material consents, permits, licenses, orders, registrations, franchises, certificates, approvals or other similar rights from any federal, state or local regulatory agencies related exclusively to the Verizon DSL Business;
(iii) Contracts. Except as the parties may otherwise agree, the contracts, leases, indentures, agreements, commitments and all other legally binding agreements (including without limitation real estate, capital and operating leases) either described by category or identified in Section 1.1(a)(iii) of the Verizon Disclosure Schedule (the "Assumed Verizon Contracts");
(iv) Books and Records- Subject to any applicable legal restrictions, all books, records and files related exclusively to the Verizon DSL Business, including customer and supplier lists, sales and other records, promotional material, operating manuals and guidelines, equipment maintenance and warranty information, software manuals and documentation, files, documents, papers, data stored in electronic, optical or magnetic form, agreements, books of account, contracts, specifications and all correspondence with any customers, suppliers, employees or governmental entities or agencies related exclusively to the Verizon DSL Business and personnel records related to the Verizon DSL Employees;
(v) Certain Indebtedness. All of Verizon's rights with respect to any amounts outstanding under the Debt Financing at the Effective Time, including any accrued and unpaid interest thereon; and
(vi) Intellectual Property. (A) The intellectual property used by Verizon and its Subsidiaries exclusively in connection with the Verizon DSL Business and identified in Section 1.1(a)(vi) of the Verizon Disclosure Schedule and (B) any additional intellectual property developed after the date hereof and prior to the Effective Time which is used by Verizon and its Subsidiaries exclusively in connection with the Verizon DSL Business, all of which shall be listed in a closing schedule to be delivered by Verizon to NorthPoint at the Effective Time.

(b) Notwithstanding anything herein to the contrary, from and after the Closing, Verizon and each of its Subsidiaries shall retain all their respective right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Parent hereunder, and the Verizon DSL Assets shall not include, the following (collectively, the "Excluded Verizon Assets"):

(i) any property or assets of Verizon or its Subsidiaries which are (A) used in the general administration of Verizon's or its Subsidiaries' businesses or (B) not used exclusively for the. benefit of the Verizon DSL Business or its activities;
(ii) all rights of Verizon or its Subsidiaries under this Agreement or any, other agreements, instruments and certificates delivered in connection with this Agreement;
(iii) copies of all records prepared by Verizon and/'or any of its Subsidiaries and counsel and advisors thereto in connection with the sale of the Verizon DSL Assets contemplated hereby;
(iv) all rights, claims, demands and judgments to tile extent relating to, arising out of or used in connection with the Excluded Verizon Assets;
(v) all rights to claims for refunds of income taxes relating to the Verizon DSL Business for any taxable period ending on or before the Closing Date. or tile portion ending on the Closing Date of ally taxable period that includes(but does not end on) such date;
(vi) all accounts receivable, notes receivable and all notes, bonds and other evidences of indebtedness of and rights to receive payments from ally Person, in each case arising out of the conduct of the Verizon DSL Business prior to the Effective Time, and, except as provided in the Employee Matters Agreement, all cash and cash equivalents of the Verizon DSL Business as of the Effective Time; and
(vii) any and all rights and licenses in third party intellectual property which are not used in connection with the Verizon DSL Business or, if used in connection with the Verizon DSL Business, which cannot be conveyed or assigned to Parent by reason of: (A) the requested consent of such third party not having been obtained; (B) any requirement of payment of compensation or other consideration to any third party; or (C) any adverse effect on Verizon and its Subsidiaries.

(c) Notwithstanding anything herein to the contrary, Verizon shall not assign, and Parent shall not assume or undertake, any liabilities or obligations of Verizon, Whether relating to the Verizon DSL Business or otherwise, except as expressly set forth in this Agreement. Parent shall assume the. following obligations and liabilities:

(i) Contracts and Leases. All obligations and liabilities of Verizon and its Subsidiaries under the Assumed Verizon Contracts arising or to be performed after the Effective Time, including those under any real estate, operating or capital lease or arrangement identified as an Assumed Verizon Contract;
(ii) Operational Liabilities. All obligations and liabilities related to, arising from, or with respect to, the operation of the Verizon DSL Business from and after the Effective Time or any and all products or services sold (whether or not under warranty) by the Verizon DSL Business after the Effective Time, including obligations and liabilities for and with respect to (whether entered into before or after the Effective Time.) outstanding commitments (in the form of accepted purchase orders or otherwise) to sell services, or outstanding quotations, proposals or bids with respect to the sale of services, any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability, products liability and other claims;
(iii) Employee Liabilities. Subject to the provisions of the Employee Matters Agreement among Parent, NorthPoint and Verizon (the "Employee Matters Agreement"), all liabilities and obligations relating to the Verizon DSL Employees who will be employed by Parent, to the extent arising from and after the Effective Time; and
(iv) Tax Liabilities. All liabilities and obligations relating to federal, state, local, foreign or other governmental taxes, assessments, duties, fees, levies or similar charges of any kind, including all interest, penalties and additions thereto, to the extent related to the operation of the Verizon DSL Business from and after the Effective Time.

(d) It is the intention of the Parties that the Asset Contribution shall not include any working capital items. The amount of (: A) any current liabilities associated with the Verizon DSL Assets that cannot be excluded from the Verizon DSL Assets (such as an accrued and unpaid payment obligation under any Assumed Verizon Contract)

and (B) any current assets associated with the Verizon DSL Assets that carrot be excluded from the Verizon DSL Assets (such as pre-paid expenses) shall be netted against each other and settled in cash between the Parties on the Closing Date or as promptly as practicable thereafter (it being understood and agreed that if clause (A) exceeds clause (B), Verizon shall pay Parent the difference between clause (A) and clause (B); and that if clause (B) exceeds clause (A), Parent shall pay to Verizon the difference between (A) and (B)).

(e) In consideration of the contribution of the Cash Amount, the contribution to Parent of the Verizon DSL Assets and the conversion of convertible preferred stock (and any securities of NorthPoint issued upon conversion thereof) held by Verizon pursuant to Section 2.2(a)(i) hereof, Parent shall issue to Verizon at the Effective Time that number of fully paid and no assessable shares of Parent Common Stock (the "Verizon Shares") such that Verizon's ownership interest in the issued and outstanding shares of Parent Common Stock immediately after giving effect to the Merger set forth in Section 1.2 hereof (the "Verizon Ownership Percentage") shall be equal to 55°!0, subject to upward adjustment as provided in Section l.1(g)(iii) hereof. The Verizon Shares shall be validly issued, fully paid and no assessable immediately upon issuance.

(f)

(i) In further consideration of the contribution of the Cash Amount, the contribution to Parent of the Verizon DSL Assets and the conversion of convertible preferred stock held by Verizon pursuant to Section 2.2(a)(i) hereof, from and after the Effective Time, immediately upon the exercise of any NorthPoint Equity Right outstanding immediately prior to the Effective Time (each a '"Mirror Equity Right"), Parent shall issue to Verizon that number of shares of Parent Common Stock (the "Mirror Shares") equal to (A) the Mirror Share Number (as defined below) multiplied by (B) the difference (if positive) obtained by subtracting (x) the number of shares of Parent Common Stock, if any, repurchased in the open market (the "Repurchased Shares'") on the date of issuance of shares pursuant to the Mirror Equity Right with the proceeds received by NorthPoint upon exercise of such Mirror Equity Right from (y) the number of shares of Parent Common Stock issued on such date in respect of such Mirror Equity Right; provided, however, that if at any time Parent shall fail to issue to Verizon the appropriate number of Mirror Shares on the date of issuance of shares pursuant to any Mirror Equity Right, then the number of Repurchased Shares shall thereafter be deemed to be zero for all future issuances of shares of Parent Common Stock upon the exercise of any Mirror Equity Right. The Mirror Sham and the Verizon Shares are being issued to Verizon in consideration of the aforementioned transactions and shall be validly issued, fully paid and non assessable immediately upon issuance.

(ii) For purposes of this Agreement, the "Mirror Share Number" shall be equal to (A) the percentage of the issued and outstanding shares of Parent Common Stock owned by Verizon immediately following the Effective Time after giving effect to any adjustments to reflect the NorthPoint Shortfall Amount (as defined in Section 1.1(g) hereof), if any, divided by (B) the percentage of the issued and outstanding shares of Parent Common Stock owned by all stockholders of Parent other than Verizon immediately following the Effective Time after giving effect to any adjustments to reflect the NorthPoint Shortfall Amount, if any.
(iii) For a period of two years after the date hereof, upon the exercise of any Mirror Equity Right, Parent shall provide Verizon with a report setting forth in reasonable detail the number of shares of Parent Common Stock issued upon each exercise of a Mirror Equity Right, the proceeds received by Parent upon such exercise, the number of Repurchased Shares (if any) in respect of that Mirror Equity Right, the price paid for the Repurchased Shares and the number of Mirror Shares issued to Verizon. The Mirror Shares shall be issued to Verizon automatically, without any further action on the part of Verizon and without payment of any further consideration.
(iv) The number or type of Mirror Shares shall be adjusted if and whenever Parent shall (A) subdivide or combine its securities, (B) declare a stock dividend or (C) effect a reorganization, reclassification, recapitalization, consolidation or merger, in the same manner and in accordance with the same terms as the number or type of shares issued upon exercise of the Mirror Equity Right shall be adjusted pursuant to the terms of the Mirror Equity Right. Parent will not enter into a transaction or agreement for the acquisition of a majority of the capital stock or voting power of Parent by another person or entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or purchase of stock) unless the person or entity resulting from such reorganization, merger or consolidation or the person or entity purchasing such capital stock or voting power shall expressly assume the due and punctual performance and observance of Parent's obligation to issue the Mirror Shares pursuant to this Section 1.1 (f) and agrees not to treat Verizon less favorably than any holders of an Equity Right, by supplemental agreement satisfactory in form and substance to Verizon and executed and delivered to Verizon.
(v) Parent shall issue the Mirror Shares only as whole shares of Parent Common Stock in certificated form to Verizon. To the extent that Verizon is entitled to receive a fractional share upon exercise of a Mirror Equity Right, Parent shall add such fractional share to any future issuances of Mirror Shares.

(vi) Parent shall not, by amendment of its organizational documents or through any reorganization, transfer of assets, consolidation, merger, issue or sale. of securities or otherwise, avoid or take any action which would have the effect of avoiding the observance or performance of any of the tem3s to be observed or performed by Parent with respect to Verizon's right to receive the Mirror Shares, but will at all times in good faith assist in carrying out all of the provisions of such right and in taking of all such action as may be necessary or appropriate in order to protect Verizon's right to receive the Mirror Shares against dilution or other impairment.
(vii) Each of the Parties hereto agrees that in the event of any breach or default or threatened breach or threatened default by Parent of any covenant, agreement, obligation or other provision relating to Verizon's right to receive the Mirror Shares, monetary damages are not adequate remedies to compensate Verizon, and Verizon shall be entitled (in addition to any other remedy that may be available to it) to (A) a decree or order of specific performance of such right, and (B) an injunction restraining such breach or threatened breach, without, in either case, the posting of any bond and, to the extent permissible by applicable law, each Party waives any objection to the imposition of such relief.

(g)

(i) On or prior to December 31, 2000, an inventory of the used and useful Verizon Network Equipment Assets shall be conducted by an independent appraiser selected by Verizon and such inventory shall be brought down by such appraiser to a date that is not more than five business days prior to the earlier of the Closing and December 31, 2000 (the "Verizon Asset Inventory"). Verizon shall bear the cost of conducting the Verizon Asset Inventory. The gross book value (including any capitalized labor and other costs associated with the installation, provisioning, modification and upgrading of equipment) of the Verizon Network Equipment Assets reflected in the Verizon Asset Inventory as of the date thereof is herein referred to as the "Verizon Network Equipment Asset Value." The term "Verizon Network Equipment Asset Value" does not include Capitalized Co-Location Fees (as defined in Section 6.6 hereof`).
(ii) If the Closing occurs on or after December 31, 2000, to the extent that the Verizon Network Equipment Asset Value is less than $513.5 million, the Cash Amount shall be increased by the amount of such difference. If the Closing occurs before December 31, 2000, to the extent that the Verizon Network Equipment Asset Value is less than (x) $513.5 million minus (y) $277 million divided by 365 and multiplied by the number of days remaining in the year 2000 after the Closing, the Cash Amount shall be increased by the amount of such difference.

(iii) The number of shares of Parent Common Stock to be issued to Verizon pursuant to Section 1.1(e) hereof shall be increased in an amount equal to the NorthPoint Shortfall Amount (as defined below) divided by the average of the closing prices of NorthPoint Common Stock on the Nasdaq National Market ("Nasdaq") (as reported in The Wall Street Journal) on the 30 trading days immediately prior to the Closing Date and all references in this Agreement to the Verizon Ownership Percentage as of the Effective Time shall be adjusted to be references to a percentage equal to such increased number of shares divided by the issued and outstanding shares of Parent Common Stock immediately after giving effect to the Merger. If the Closing occurs on or after December 31, 2000, if and to the extent that the audited consolidated balance sheet of NorthPoint as of December 31, 2000 reflects gross property, plant and equipment of less than $513.5 million, the "NorthPoint Shortfall Amount" shall be equal to the difference obtained by subtracting NorthPoint's gross property, plant and equipment from $513.5 million. If the Closing occurs prior to December 31, 2000, if and to the extent that the audited consolidated balance sheet of NorthPoint as of the Closing Date reflects gross property, plant and equipment of less than (x) $513.5 million minus (y) $270 million divided by 365 and multiplied by the number of days remaining in the year 2000 after the Closing (the "2000 Target Amount"), the "NorthPoint Shortfall Amount" shall be equal to the difference between the gross property, plant and equipment of NorthPoint as of the Closing Date and the "2000 Target Amount.
(iv) In the event that it is impossible to determine the NorthPoint Shortfall Amount at the Closing Date because of the unavailability of an audited balance sheet as contemplated by this Section 1.L(g), the adjustments referred to herein shall be made as soon as practicable. after the Closing Date and shall be retroactive in all respects to the Effective Time.

(h) The Cash Amount shall be further adjusted with respect to Regulatory Compliance Costs in accordance with Section 6.=I hereof.

At the effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Merger Subsidiary shall merge with and into NorthPoint. NorthPoint shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall thereupon become a direct, wholly owned subsidiary of Parent.

(a) The. closing (.the "Closing") of the. Asset Contribution and the Merger shall take place no later than the second business day after satisfaction or waiver of the conditions set forth in Article VIII unless another time or date is agreed to by the parties hereto (the date of the Closing being referred to as the "Closing Date"). The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York, unless another place is agreed to by the Parties.

(b) At the Closing:

(i) Verizon shall deliver or cause to be delivered to Parent (unless previously delivered), such appropriately executed bills of sale for the Verizon DSL Assets, instruments of assignment and assumption with respect to the Assumed Verizon Contracts and such other documents of title, assignments, instruments of sale, conveyance or transfer or other documents and certificates as may be reasonably requested by any Party prior to the. Closing with respect to the Verizon DSL Business or the Assumed Verizon Contracts; and
(ii) Parent shall deliver to Verizon stock certificates representing the Verizon Shares and such appropriately executed bills of sale for the Verizon DSL Assets, instruments of assignment and assumption with respect to the Assumed Verizon Contracts and such other documents of title, assignments, instruments of sale, conveyance or transfer or other documents and certificates as may be reasonably requested by NorthPoint prior to the Closing with respect to the Verizon DSL Business or the Assumed Verizon Contracts.
(iii) In consideration of the agreements contained in this Agreement and for other good and valuable consideration, Verizon shall deliver an executed intellectual property agreement (the "Intellectual Property Agreement") which grants to Parent, for so long as Parent is a majority-owned subsidiary of Verizon, a non-exclusive license to use all intellectual property owned by Verizon and its Subsidiaries which is used in connection with (but not exclusively in connection with) the Verizon DSL Business as of the Closing Date, including the intellectual property described in Section 13(b)(iii) of the Verizon Disclosure Schedule; provided that such license shall be limited to the use or uses to which Verizon employs such intellectual property at the Effective Time in connection with the Verizon DSL Business.

Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the parties shall file with the Secretary of State of the State of Delaware a certificate of merger duly completed and executed in accordance with the relevant provisions of the DGCL and shall make all other filings required under the DGCL to effect the Merger. The Merger shall become effective at the actual time of the filing of such certificate of merger, or at such other later time as is specified in the certificate of merger and agreed to by the parties hereto (:the time at which the Merger has become fully effective being hereinafter referred to as the "Effective Time").

The Merger shall have the effects set forth in Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of NorthPoint and Merger Subsidiary shall continue with, or vest in, as the case may be, NorthPoint as the Surviving Corporation, and all debts, liabilities and duties of NorthPoint and Merger Subsidiary shall continue to be, or become, as the case may be, the debts, liabilities and duties of NorthPoint as the Surviving Corporation.

If at any time aver the Effective Time, the. Surviving Corporation or Parent shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation or Parent, as the case may be, its right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets to be acquired by the Surviving Corporation or Parent as a result of, or in connection with, the Asset Contribution or the Merger or to otherwise to carry out this Agreement, the officers of Verizon and the officers and directors of each of Parent and the Surviving Corporation shall be directed and authorized to execute and deliver all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets or otherwise to carry out this Agreement.

By-laws: Directors and Officers of the Surviving Coloration. Unless otherwise agreed to by NorthPoint and Verizon before the Effective Time, at the Effective Time:

(a) The Certificate of Incorporation and the By-laws of Merger Subsidiary, as in effect immediately prior to the. Effective Time, shall be the Certificate of Incorporation and By-laws, respectively, of the Surviving Corporation.

(b) The directors of Merger Subsidiary immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the next annual meeting of stockholders of the Surviving Corporation (or their earlier resignation or removal) and until their respective successors are duly elected and qualified, as the case. may be.

(c) The officers of NorthPoint immediately prior to the Effective Time shall continue to serve in their respective offices of the Surviving Corporation from and after the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or until their resignation or removal.