Item 8 on Proxy Card:
C. William Jones, 7055 Thomas Lane, Easton, MD 21601, owner of 118 shares of the Company’s common stock, proposes the following:

Resolved, that the shareholders of Verizon urge our Board of Directors to adopt a policy whereby at least 75% of future long-term incentive compensation (viz., stock options and restricted stock) awarded to senior executives shall be performance-based, with challenging performance metrics adopted by the Board and disclosed to shareholders.

“Performance-based” equity compensation is defined here as:

• (a)    Indexed stock options, the exercise price of which is linked to outperforming an industry index;
• (b)    Premium-priced stock options, the exercise price of which is substantially above the market price on the
           grant date; or
• (c)    Performance-vesting options or restricted stock, which vest only when the market price of the stock
           exceeds a specific target for a substantial period (e.g., 180 days).

Supporting Statement
As long-term shareholders, we support compensation policies for senior executives that provide challenging performance objectives that motivate executives to achieve long-term shareholder value. We believe that a greater reliance on performance-based equity grants that only pay off when senior executives generate substantial value for shareholders is particularly needed at Verizon.

For many years the compensation of Verizon’s senior executives has been disconnected from returns to shareholders, in our view.

For example, Institutional Shareholder Services, in its 2004 Proxy Analysis of Verizon, stated that CEO Seidenberg’s $19.1 million compensation for 2003 was “arguably excessive for a company that had negative shareholder returns for the past one-, three- and five-year periods, a performance that trailed both the S&P 500 Index and the S&P 500 telecom services index, according to Bloomberg Business News.” That same year Glass Lewis & Company, a leading proxy consultant, awarded Verizon a “D” grade for pay-for-performance.

Until 2004, Seidenberg received the largest part of his total compensation in standard option grants. According to last year’s proxy, he received 468,000 in 2004, 1.7 million over the most recent three-year period, and held more than 5 million total.

To its credit, over the past two years the Board has shifted the mix of long-term compensation toward a greater emphasis on “performance stock units” (PSUs), with payouts contingent on the relative performance of Verizon’s Total Shareholder Return. In 2004, 60% of senior executive long-term compensation was granted in the form of these contingent restricted stock units.

The problem is that a close look at the PSU agreement reveals that the performance hurdle is what we believe golfers refer to as a “gimme.”

For example, if 79% of the companies in the S&P 500 and industry peer groups outperform Verizon (that is, total return ranks at the 20th percentile), the executive receives 34% of the total value of the restricted shares. If Verizon performs somewhat below average – finishing at the 45th percentile in total return – the executive receives 76.5% of the total possible award.

I believe the Board should set a considerably higher performance hurdle for long-term equity compensation.

The policy proposed here would more tightly align equity compensation with real increases in shareholder wealth, in our view. Premium-priced options and performance-vesting equity grants are options that would tie long-term compensation more closely to increases in overall shareholder value.

Please VOTE FOR this proposal.

BOARD OF DIRECTORS’ POSITION
The Human Resources Committee of the Board of Directors believes that its incentive compensation plans for executives are in fact performance-based with challenging performance metrics that have been approved by the Committee and disclosed to shareholders. As explained in the Committee’s report on page 22 of this Proxy Statement, Verizon’s incentive compensation plans emphasize a pay for performance philosophy that reflects both individual and company performance. The plans provide aggressive and competitive performance objectives that serve both to motivate and retain executives and to align their interests with those of the Company’s shareholders. As a result, a significant portion of the long-term compensation of Verizon executives is performance based.

For example, the Verizon Long-Term Incentive Plan, approved by Verizon’s shareholders in 2001, is designed and administered to align the interests of the Company’s senior management group closely with those of its shareholders by focusing on external performance measures, stock price and relative shareholder return. As disclosed in the Company’s proxy statements, in 2004 and 2005, 60% of each executive’s long-term incentive compensation opportunity was granted in the form of performance stock units. A performance stock unit represents a share of Verizon stock that is payable only if Verizon achieves certain pre-determined performance targets at the end of a three-year performance cycle. No performance stock units are paid unless Verizon’s Total Shareholder Return (TSR) during the performance cycle meets a specific minimum threshold percentage when compared to the TSR of the companies that make up the Standard & Poor’s 500 and to the TSR of Verizon’s selected industry peer group companies in telecommunications, broadband, wireless and cable.

The Committee believes that these performance targets, which are based on external measurements, are appropriately challenging and provide the necessary incentives for the executives to grow Verizon’s business and in turn increase shareholder value. If the established targets are not met, the executives will receive far less in value and may receive nothing. In addition, because the value of each performance stock unit is equal to the fair market value of a share of Verizon’s common stock, each executive will receive greater value to the extent Verizon’s stock price increases and less value to the extent Verizon’s stock price declines. This further aligns the interests of the Company’s executives with those of its shareholders. By basing awards on Verizon’s relative TSR performance over a three-year performance cycle, the Committee intends to reinforce management’s focus on the goal of investing time and capital in those businesses that can over time sustain meaningful future growth and profitability for our shareholders. Imposing arbitrary and subjective limitations on the Committee’s discretion to grant long-term compensation awards would unduly limit the Company’s ability to design and administer a competitive long-term compensation program to meet market demands.

For the foregoing reasons, the Board believes that this proposal is unnecessary and not in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.