The shareholders named below have advised us that they intend to have their proposal presented at the Annual Meeting. Each of the shareholder proposals must receive the affirmative vote of a majority of eligible shares present at the Annual Meeting, in person or by proxy, and voting on the matter to be approved. The Board of Directors has concluded that it cannot support these proposals for the reasons given.

Item 3 on Proxy Card:
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, DC 20037, owner of 424 shares of the Company’s common stock, proposes the following:

“RESOLVED: That the stockholders of Verizon, assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to take the necessary steps to provide for cumulative voting in the election of directors, which means each stockholder shall be entitled to as many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate, or any two or more of them as he or she may see fit.

Reasons: Many states have mandatory cumulative voting, so do National Banks. In addition, many corporations have adopted cumulative voting. Last year, the owners of 609,365,978 shares, representing approximately 35% of shares voting, voted FOR this proposal.

If you AGREE, please mark your proxy FOR this resolution.”

BOARD OF DIRECTORS’ POSITION
The Company, like most other major corporations, elects directors by providing that each share of common stock has one vote. The Board of Directors firmly believes that the present system of electing directors, in which directors elected are those receiving a plurality of the votes cast by the shareholders as a whole, best assures that the directors will represent the interests of all shareholders, and not just a particular group. The great majority of states do not have mandatory cumulative voting and the Revised Model Business Corporation Act recommends that state laws not mandate cumulative voting. According to recent data published by the Investor Responsibility Research Center, more than 90% of the companies it tracks do not provide for cumulative voting.

The Board of Directors opposes cumulative voting because it would permit special interest groups to leverage their voting power and elect one or more directors representing that group’s narrow interest. Directors elected by such a “special interest” constituency may have difficulty fulfilling their fiduciary duty of loyalty to the Company and its shareholders due to inherent conflicts between the Company and its shareholders’ interests, on the one hand, and the director and his or her constituency, on the other. The Board of Directors believes that these potential conflicts create factionalism and undermine the ability of the Board members to work together effectively for the best interests of all shareholders and not a selected few.

The Company’s shareholders, at the 2004 annual meeting, rejected a proposal for cumulative voting by a substantial margin, and should continue to do so. At the Company, cumulative voting is not necessary to provide management accountability. The Board is committed to continuing its good corporate governance practices as presented in its Corporate Governance Guidelines, which include, among others, such safeguards as an annually elected Board, a majority of independent directors, a rotating presiding director, independent Board committees overseeing audit, compensation and corporate governance matters, confidential voting by shareholders and the absence of any shareholder rights plan (commonly referred to as a “poison pill”).

For the foregoing reasons, the Board believes that cumulative voting is not in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.