Warranties and Agreements. The representations, warranties and agreements in this Agreement shall terminate at the Effective Time or upon the termination of this Agreement pursuant to Section 9.1 hereof, as the case may be, except that

(a) the agreements set forth in Article I, Article III and Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 3.2, 3.3, 6.4, 6.5, 6.6, 6.7, 6.8, 7.6, 7.8, 7.12, 7.14, 7.15 and 7.16 hereof and the representations in the NorthPoint and Verizon officers' certificates delivered in accordance with Section 7.12 hereof shall survive the Effective Time indefinitely,

(b) the agreements and representations set forth in Sections 7.4(b), 9.2 and 10.3 hereof shall survive

(c) nothing contained herein shall limit any covenant or Agreement of the Parties which by its terms contemplates performance after the Effective Time.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date of receipt and shall be delivered personally or mailed by registered or certified mail (postage prepaid, recur receipt requested), sent by overnight courier or sent by telecopy, to the Parties at the following addresses or telecopy numbers (or at such other address or telecopy number for a Party as shall be specified by like notice):

(a) if to Verizon, Parent or Merger Subsidiary:

Bell Atlantic Corporation (d/b/a Verizon Communications)
1717 Arch Street, 29" Floor
Philadelphia, PA 19103
Attention: Stephen E. Smith
Telecopy No.: (2.15) 557-7249 with copies to:

Bell Atlantic Corporation (d/b/a Verizon Communications)
1095 Avenue of the Americas
New York, New York 10036
Attention: Marianne Drost Telecopy No.: (212) 764-2739 and

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Peter Allan Atkins, Esq.
Martha E. McGarry, Esq.
Telecopy No.: (?12) 735-?000

NorthPoint Communications Group, Inc.
303 Second Street, South Tower
San Francisco, CA 94107
Attention: Michael P. Glinsky
Telecopy No.: (415) 403-4004

with a copy to:

Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, DC 20004
Attention: James F. Rogers, Esq.
Telecopy: (202) 637-2201

Except as otherwise provided in thus Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, except that those expenses incurred in connection with the printing of the Proxy Statement and the prospectus included in the Registration Statement, as well as the tiling tees related thereto and any filing fee required in connection with the. filing of Premerger Notifications under the HSR Act, shall be shared equally by Verizon and NorthPoint. NorthPoint will pay any real property transfer or similar Taxes imposed on it in connection with this Agreement and the transactions contemplated hereby.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) "1933 Act" means the Securities Act of 1933, as the same may be amended from time to time, and "Exchange Act" means the Securities Exchange Act of 1934, ay the same may be amended from time to time.

(b) "Affiliate" of a Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned Person.

(c) "Alternative Transaction" means, whether in the form of an inquiry, a proposal or intended proposal, a signed agreement or completed action, as the case may be, any of

(i) a transaction or series of transactions pursuant to which any Person (or group of Persons) other than Verizon and its respective Subsidiaries (a "Third Party") acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of the outstanding shares of NorthPoint, whether from Verizon or pursuant to a tender offer or exchange offer or otherwise,
(ii) any acquisition or proposed acquisition of, or business combination with, NorthPoint or any of its Subsidiaries by a merger or other business combination (including any so-called "merger-of-equals" and whether or not NorthPoint or any of its Subsidiaries is the entity surviving any such merger or business combination) or
(iii) any other transaction pursuant to which any Third Party acquires or would acquire, directly or indirectly, control of 20% or more in value of the assets (including for this purpose the outstanding equity securities of Subsidiaries of NorthPoint and any entity surviving any merger or business combination including any of them) of NorthPoint or any of its Subsidiaries.

(d) "commercially reasonable efforts" shall mean those efforts necessary or advisable to advance the interests of the Parties in achieving the purposes and specific requirements and satisfying the conditions of this Agreement, provided that such efforts will not require or include either expense or conduct not ordinarily incurred or engaged in by Parties seeking to implement agreements of this type unless part of a separate mutual understanding of the Parties not contained in this Agreement whether reached before or after the Agreement is executed.

(e) "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise.

(f) "Environmental Law" means any law relating to:

(A) the protection, investigation or restoration of the environment, health, safety, or natural resources,
(B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or
(C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to Persons or property in connection with any Hazardous Substance.

(g) "Equity Right" means any subscription, option, warrant, call, commitment, agreement, conversion right or other right of any character (.contingent or otherwise) to purchase or otherwise acquire any shares of the capital stock of a Person.

(h) "Hazardous Substance" means any substance that is: listed, classified or regulated pursuant to any Environmental Law, including any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon.

(i) "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as the same may be amended from time to time.

(j) "knowledge" of any Party shall mean the actual knowledge of the executive officers of such Party.

(k) "Material Adverse Effect" means

(i) in the case of NorthPoint or Parent, any fact, event, change or effect having, or which will have, a material adverse effect on the business, operations, properties (including intangible properties), financial condition, assets or liabilities of NorthPoint or Parent, as the case may be, and its Subsidiaries taken as a whole, but shall not include facts, events, changes or effects that are generally applicable to

(A) the data industry,
(B) the United States economy or
(C) the United States securities markets generally or the Nasdaq Technology Index in particular, nor shall it include any fact, event, change or effect caused predominantly by Verizon's involvement in the transactions contemplated by this Agreement; and

(ii) in the case of the Verizon DSL Business or Verizon, any fact, event, change or effect having, or which will have, a material adverse effect on the business, operations, properties (including intangible properties), financial condition, assets or liabilities of the Verizon DSL Business or Verizon, as the case may be, but shall not include facts, events, changes or effects that are generally applicable to

(A) the data industry,
(B) the United States economy or
(C) the United States securities markets generally or the Nasdaq Technology Index in particular, nor shall it include any fact, event, change or effect caused predominantly by NorthPoint's involvement in the transactions contemplated by this Agreement.

(l) "Material Investment" means, as to NorthPoint, any Person which NorthPoint directly or indirectly holds the stock of, or other equity interest in, provided the. lesser of the fair market value or book value of such interest exceeds $2 million, excluding, however, any Person which is a Subsidiary of NorthPoint.

(m) "NorthPoint Equity Right" means any Equity Right to purchase or otherwise acquire any shares of capital stock of NorthPoint from NorthPoint or any of its Subsidiaries, at any time or upon the. happening of any stated event, including any right to purchase shares of NorthPoint Common Stock under any employee stock purchase plan of NorthPoint.

(n) "NorthPoint's Line of Business" means data transport services (including but not limited to xDSL, asynchronous transfer mode, frame relay, internet protocol), and associated value-added services (including but not limited to virtual private networks, content delivery, applications service delivery, webcasting, web hosting, video conferencing, voice over DSL, local area network and customer network setup and support, network security applications) on a wholesale basis, as well as OSS and consumer premises equipment sales, leasing and training.

(o) "NorthPoint Superior Proposal" means any written proposal (on its most recently amended or modified terms, if amended or modified) made by a Third Party to enter into an Alternative Transaction (provided that (A) for the purposes of this definition, the applicable percentage. in clause (i) of the definition of Alternative Transaction shall be fifty percent (50%) and (B) such Alternative Transaction provides for the acquisition of all outstanding preferred equity of NorthPoint held by Verizon and the repayment of all outstanding indebtedness owed by NorthPoint to Verizon) which the Board of Directors of NorthPoint in good faith concludes (after consultation with a financial advisor of nationally recognized reputation and receiving the advice of its outside counsel), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the Third Party making the proposal

(p) "Parties" means Verizon, Parent, Merger Subsidiary and

(q) "Person" means an individual, corporation, partnership, association, trust, estate, limited liability company, labor union, unincorporated organization, entity or group (as defined in the Exchange Act).

(r) "Rule 145 Affiliates" means an affiliate -within the meaning of Rule 145 promulgated under the 1933 Act.

(s) "Subsidiary" means with respect to any Person, any corporation or other legal entity of which such Person (either alone or through or together with any other Subsidiary or Subsidiaries) owns, directly or indirectly, more than 50°'0 of the stock or other equity interests the holders of Which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

(t) "Transferred Employee" means the Verizon DSL Employees who shall be employed by Parent or airy of its Subsidiaries at the Effective Time pursuant to the Employee Matters Agreement.

(u) "Verizon DSL Business" shall mean the DSL wholesale business operations of Verizon and its Subsidiaries as conducted on the date hereof.

(v) "Verizon DSL Employees" shall mean the employees of Verizon who, in their capacity as employees, have responsibilities related exclusively to the Verizon DSL Business.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the maximum extent possible.

No Third-Party Beneficiaries. This Agreement, together with the Exhibits hereto, and the Nondisclosure Agreement constitute the entire agreement and, except as expressly set forth herein, supersedes any and all other prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and, except for Section 7.& and Section 7.8 hereof, is not intended to confer upon any Person other than Verizon, NorthPoint, Parent and Merger Subsidiary and, after the Effective Time, their respective stockholders, any rights or remedies hereunder.

This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of the other Parties hereto, provided that Verizon may designate one or more of its Affiliates to hold the shares of Parent Common Stock issuable to Verizon hereunder.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, without regard to the conflicts of laws provisions thereof.

This Agreement may be executed in two or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which shall constitute one and the same Agreement.

(a) Whenever the words "include", "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation."

(b) Words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forma shall have a corresponding meaning.

(c) A reference to any Party or to any party and to any other agreement or document shall include such party's successors and permitted assigns.

(d) A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

(e) All references to "$" and dollars shall be deemed to refer to United States currency unless otherwise specifically provided.

IN WITNESS WHEREOF, Verizon, NorthPoint* Parent and Merger Subsidiary have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

NORTHPOINT COMMUNICATIONS GROUP, INC

By: Name: Title:

BELL ATLANTIC CORPORORATION
(DB/A VERIZON COMMUNICATIONS)

By: Name: Title:

VERIZON VENTURES I INC.

By: Name: Title:

VERIZON VENTURES II INC.

By: Name: Title: