STRUCTURE AND PRACTICES OF THE BOARD OF DIRECTORS

In accordance with the Delaware General Corporation Law and the Company's Certificate of Incorporation and Bylaws, the Company's business and affairs are managed under the direction of the Board of Directors. The Directors are regularly kept informed of the Company's business through written reports and documents and operating, financial and other reports presented at meetings of the Board of Directors and committees of the Board.

Currently, there are 12 directors: James R. Barker, Richard L. Carrión, Robert W. Lane, Sandra O. Moose, Joseph Neubauer, Thomas H. O'Brien, Russell E. Palmer, Hugh B. Price, Ivan G. Seidenberg, Walter V. Shipley, John R. Stafford and Robert D. Storey. On December 31, 2003, Charles R. Lee resigned as Chairman and a Director. Robert W. Lane was elected as a Director effective March 1, 2004. Russell E. Palmer will reach mandatory retirement age later this year and has decided to retire at the 2004 Annual Meeting. Accordingly, 11 directors are standing for election. Their biographies appear on pages 7 through 9.

Corporate Governance Guidelines and Codes of Ethics. The Board of Directors has adopted Corporate Governance Guidelines that address the practices of the Board and specify criteria for determining a Director's independence. These criteria supplement the listing standards of the New York Stock Exchange and Securities and Exchange Commission rules. The Guidelines also address business conduct and ethics for Directors. The Verizon Code of Business Conduct is a code of ethics that applies to all employees, including the Chief Executive Officer, the Chief Financial Officer and the Controller. The Guidelines and the Verizon Code of Business Conduct are available through the Corporate Governance link on the Company's website at www.verizon.com/investor. If you wish to receive a copy of the Guidelines or the Code, send your request in writing to the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036. As stated in the Guidelines, the Board is strongly predisposed against any waivers of the ethical provisions of the Guidelines or the Code for a Director or an executive officer. In the unlikely event of a waiver, the action will be promptly disclosed on the Company's website noted above. If the Guidelines or the Code are amended, the revised version will also be posted on the website noted above.

Meetings of the Board. The Verizon Board of Directors has eight regularly scheduled meetings each year and special meetings are held as necessary. In addition, management and the Directors communicate informally on a variety of topics, including suggestions for Board or committee agenda items, recent developments, and other matters of interest to the Directors. The Board has access to management at all times.

The non-management Directors meet regularly in private sessions without any employee directors or members of management present, including at least one session to review and assess the process and effectiveness of the Board and to consider any other matters that the Directors may request. In an executive session of the independent Directors, the Board reviews the performance and compensation of the Chief Executive Officer. An executive or private session is chaired by the Director who chairs the committee having responsibility for the subject matter under discussion.

Directors are expected to attend all meetings of the Board and each Committee on which they serve and, beginning in 2004, Directors standing for election are expected to attend the Annual Meeting of Shareholders. The Verizon Board met a total of eleven times in 2003. Each of the incumbent Directors attended over 80% of the meetings of the Board and the committees to which the Director was assigned, and the Directors, in the aggregate, attended over 90% of the Board and their committee meetings. Eleven of the 12 Directors standing for election at the 2003 Annual Meeting of Shareholders attended the meeting.

Independence. The Board also evaluates the independence of each Director in accordance with applicable laws and regulations and its Corporate Governance Guidelines. Based on the recommendation of the Corporate Governance Committee, the Board of Directors has determined that the following Directors are "independent" as required by applicable laws and regulations, by the listing standards of the New York Stock Exchange and by the Board's Corporate Governance Guidelines: James R. Barker, Richard L. Carrión, Robert W. Lane, Sandra O. Moose, Thomas H. O'Brien, Russell E. Palmer, Hugh B. Price, Walter V. Shipley, John R. Stafford and Robert D. Storey. The Board has also assessed the independence of the members of the Audit and Finance, Corporate Governance and Human Resources Committees and its findings are included in the following discussion of the Committees.

Shareholder Communications with Directors. A shareholder who wishes to communicate directly with the Board, a committee of the Board or with an individual Director, should send the communication to:

      Verizon Communications Inc.
      Board of Directors [or committee name or
           Director's name, as appropriate]
      1095 Avenue of the Americas - Room 3877
      New York, New York 10036

Verizon will forward all shareholder correspondence about Verizon to the Board, committee or individual Director, as appropriate. This process has been approved by the independent Directors of Verizon.

Committees of the Board. As described below, there are four standing committees of the Board. Each committee's charter is available through the Corporate Governance link on the Company's website at www.verizon.com/investor, or by sending your request in writing to the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036. Each committee conducts an annual assessment to determine whether it has sufficient information, resources and time to fulfill its obligations and whether it is performing its obligations. Under the Board's Corporate Governance Guidelines, each committee may retain experts to assist it in carrying out its responsibilities.

The Audit and Finance Committee - is responsible for the appointment, compensation, removal, and oversight of the work of the independent auditor. The Committee also oversees management's performance of its responsibility for the integrity of the Company's accounting and financial reporting and its systems of internal controls, the performance and qualifications of the independent auditor (including the independent auditor's independence), the performance of the Company's internal audit function, and the Company's compliance with legal and regulatory requirements. The Committee met ten times during 2003. The Board of Directors, based on the recommendation of the Audit and Finance Committee, has designated Thomas H. O'Brien, James R. Barker, Sandra O. Moose and John R. Stafford each as an "audit committee financial expert." Based on the recommendation of the Corporate Governance Committee and with the concurrence of the Audit and Finance Committee, the Board of Directors has determined that the members of the Audit and Finance Committee are "independent" as required by applicable laws and regulations, the listing standards of the New York Stock Exchange and the Board's Corporate Governance Guidelines. The members of the Committee are Thomas H. O'Brien - Chairperson, James R. Barker, Sandra O. Moose and John R. Stafford.

The Human Resources Committee - is responsible for overseeing management's development of policies and practices that support the Company's strategic objectives of competitive management compensation and benefit plans. These policies and practices include succession planning. The Committee also reviews, and recommends to the full Board, the compensation and benefits for non-employee Directors. The Committee met five times in 2003. Based on the recommendation of the Corporate Governance Committee and with the concurrence of the Human Resources Committee, the Board of Directors has determined that the members of the Human Resources Committee are "independent" as required by applicable laws and regulations, the listing standards of the New York Stock Exchange and the Board's Corporate Governance Guidelines. The members of the Committee are Russell E. Palmer - Chairperson, Richard L. Carrión, Walter V. Shipley and John R. Stafford.

The Public Policy Committee - reviews and provides guidance to the Board of Directors on selected issues of significance to the Company and oversees management in the development and implementation of the Company's charitable contribution policies, pension fund management and policies related to the administration of pension benefits, selected social, environmental and regulatory matters and political contributions, equal opportunity and diversity compliance and initiatives, and safety issues. The Committee met twice in 2003. The members of the Committee are James R. Barker - Chairperson, Richard L. Carrión, Joseph Neubauer, Thomas H. O'Brien and Robert D. Storey.

The Corporate Governance Committee - provides oversight and guidance to the Board of Directors to ensure that the membership, structure, policies, and practices of the Board and its committees facilitate the effective exercise of the Board's role in the governance of the Company. The Committee reviews and evaluates the policies and practices with respect to the size, composition, independence and functioning of the Board and its committees and reflects those policies and practices in Corporate Governance Guidelines, and evaluates the qualifications of, and recommends to the full Board, candidates for election as Directors. The Committee met four times in 2003. Based on the recommendation of the Corporate Governance Committee, the Board of Directors has determined that the members of the Committee are "independent" as required by applicable laws and regulations, the listing standards of the New York Stock Exchange and the Board's Corporate Governance Guidelines. The members of the Committee are Walter V. Shipley - Chairperson, Sandra O. Moose, Russell E. Palmer and Hugh B. Price.

Nomination of Candidates for Director. In exploring potential candidates for directors, the Corporate Governance Committee considers individuals recommended by members of the Committee, other Directors, members of management, and shareholders or self-nominated individuals. The Committee is advised of all nominations that are submitted to Verizon and determines whether it will further consider the candidates using the criteria described below.

In order to be considered, each proposed candidate must:

• Be ethical;
• Have proven judgment and competence;
• Have professional skills and experience in dealing with a large, complex organization or in dealing with complex issues that are complementary to the background and experience represented on the Board and that meet the needs of the Company;
• Have demonstrated the ability to act independently and be willing to represent the interests of all shareholders and not just those of a particular philosophy or constituency; and
• Be willing and able to devote sufficient time to fulfill his/her responsibilities to Verizon and its shareholders.

In evaluating candidates, the Committee also considers other factors that are relevant to the current needs of the Company, including those that promote diversity.

After the Committee has completed its evaluation, it presents its recommendation to the full Board for its consideration and approval. In presenting its recommendation, the Committee also reports on other candidates who were considered but not selected.

The Company will report any material change to this procedure in a quarterly or annual filing with the Securities and Exchange Commission and any new procedure will be available through the Corporate Governance link on the Company's website at www.verizon.com/investor.

The Bylaws require that a shareholder who wishes to nominate an individual for election as a Director at the Company's Annual Meeting of Shareholders must give the Company advance written notice no later than 90 days prior to the anniversary date of the Annual Meeting, or January 28, 2005, in connection with next year's Annual Meeting and provide specified information. Shareholders may request a copy of the Bylaw requirements from the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036.

Director Compensation. Non-employee Directors receive both cash and stock compensation. Directors receive an annual retainer of $60,000 and each Committee Chairperson receives an additional $5,000 annual retainer. The Directors receive an annual stock option grant valued at $130,000 or may elect to receive a grant of options and share equivalents, each valued at half of that amount. Directors do not receive meeting fees for any Board or committee meeting held the day before or the day of a regularly scheduled Board meeting. Directors receive a meeting fee of $1,000 for any other Board or committee meeting.

Directors may defer the receipt of all or part of their cash retainers and fees. Effective in the first quarter of 2004, Directors may elect to allocate the deferred amounts in investment options that generally parallel the investment choices in Verizon's qualified savings plan for employees.

Each new non-employee Director who joins the Board receives a one-time grant of options to purchase 10,000 shares of Verizon common stock at the market price on the date he or she joins the Board.

Non-employee Directors are entitled to receive concession wireline and wireless telecommunications services and equipment. The total value of these telecommunications services and associated equipment for all non-employee Directors in 2003 was $39,180. Non-employee Directors also are provided with business-related travel accident insurance coverage. The total amount of premiums paid by the Company for this insurance coverage in 2003 was $1,906.

Directors who were elected to the Board before 1992 participate in a charitable giving program. Upon the Director's death, the Company will contribute an aggregate of $500,000 to one or more qualifying charitable or educational organizations designated by the Director. Directors who formerly served as Directors of NYNEX Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in ten annual installments commencing when a Director retires or attains age 65 (whichever occurs later) or dies. Directors who formerly served as Directors of GTE Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in five annual installments commencing upon the Director's death. The GTE and NYNEX programs are financed through the purchase of insurance on the life of each participant. The charitable giving programs are closed to future participants.

A Director who is an employee or former employee of Verizon is not compensated for Board service.

MANDATORY RETIREMENT. Under the Company's Bylaws, a non-employee Director must retire no later than the Board meeting that follows his or her 70th birthday.

RELATED TRANSACTIONS. From time to time, certain subsidiaries of the Company utilize the legal services of Thompson Hine LLP. Robert D. Storey, a Director of the Company, is a partner in that law firm.

SUBMISSION OF SHAREHOLDER PROPOSALS

A shareholder who would like to have a proposal considered for inclusion in the Company's 2005 Proxy Statement must submit the proposal so that it is received by the Company no later than November 15, 2004. Securities and Exchange Commission rules set standards for eligibility and specify the types of shareholder proposals that may be excluded from a proxy statement. Shareholder proposals should be addressed to the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036.

If a shareholder does not submit a proposal for inclusion in next year's proxy statement, but instead wishes to present it directly at the 2005 Annual Meeting of Shareholders, Verizon's Bylaws require that the shareholder notify the Company in writing no later than 90 days prior to the anniversary date of the 2004 Annual Meeting, or January 28, 2005, and provide specified information. Requests for a copy of the Bylaw requirements should be addressed to the Assistant Corporate Secretary, Verizon Communications Inc., 1095 Avenue of the Americas, Room 3883, New York, New York 10036.