ELECTION OF DIRECTORS — ITEM 1 ON THE PROXY CARD

The Board has fixed the size of the Board at 11 Directors effective upon the conclusion of the Annual Meeting. Each of the nominees listed below is an incumbent Director whose nomination to serve for a one-year term was recommended by the Corporate Governance Committee and approved by the Board. Each nominee has consented to stand for election and the Board does not anticipate that any nominee will be unavailable to serve. However, if any nominee should become unavailable to serve at the time of the Annual Meeting, the Proxy Committee will vote shares represented by proxies for the remaining nominees and for substitute nominee(s), if any, designated by the Board, unless otherwise instructed by a shareholder.

If you wish to vote for or withhold your vote from all nominees, please mark the corresponding box on your proxy card or proceed as directed in the instructions for telephone or Internet voting. If you do not wish your shares to be voted for a particular nominee, you should note that nominee's name in the exception space provided on the proxy card or proceed as directed in the instructions for telephone or Internet voting.

The election of Directors is determined by a plurality of the votes cast.

The following biographies provide information about each nominee's principal occupation and business experience, age, and directorships held in other public corporations, as well as Verizon Board committee memberships, as of March 6, 2004.

The Board of Directors recommends a vote FOR each of the nominees.

DIRECTOR NOMINEES

JAMES R. BARKER, Chairman of Interlake Steamship Co. and Vice Chairman of Mormac Marine Group Inc. and Moran Towing Corporation. Director of The Brink's Company. Director since June 2000 (Director of GTE Corporation 1976 - 2000); Chairperson of Public Policy Committee and member of Audit and Finance Committee. Age 68.

RICHARD L. CARRIÓN, Chairman, President and Chief Executive Officer, Popular, Inc. and Chairman, President and Chief Executive Officer, Banco Popular de Puerto Rico. Director of Telecomunicaciones de Puerto Rico, Inc; Wyeth. Director since 1997 (Director of NYNEX Corporation 1995 - 1997); member of Human Resources Committee and Public Policy Committee. Age 51.

ROBERT W. LANE, Chairman, President and Chief Executive Officer, Deere & Company; Chief Executive Officer and President (May 2000 - August 2000); President (January 2000 - May 2000); President, Worldwide Agricultural Equipment Division (September 1999 - January 2000) and Senior Vice President and Managing Director (1998 - September 1999). Director since March 1, 2004. Age 54.

SANDRA O. MOOSE, President of Strategic Advisory Services; Retired Senior Vice President and Director of The Boston Consulting Group, Inc. Director of Rohm and Haas Company; CDC-IXIS Funds. Director since June 2000 (Director of GTE Corporation 1978 - 2000); member of Audit and Finance Committee and Corporate Governance Committee. Age 62.

JOSEPH NEUBAUER, Executive Chairman of the Board; Chairman and Chief Executive Officer, ARAMARK Corporation (1998 - January 2004); President (1983 - 1997). Director of CIGNA Corporation; Federated Department Stores; Wachovia Corporation. Director since 1995; member of Public Policy Committee. Age 62.

THOMAS H. O'BRIEN, Retired Chairman and Chief Executive Officer, The PNC Financial Services Group, Inc. and PNC Bank, N.A. Director of BlackRock, Inc.; Hilb, Rogal and Hobbs Company; The PNC Financial Services Group, Inc. Director since 1987; Chairperson of Audit and Finance Committee and member of Public Policy Committee. Age 67.

HUGH B. PRICE, Senior Advisor, Piper Rudnick LLP; President and Chief Executive Officer, National Urban League (1994 - 2003). Director of Metropolitan Life, Inc. and Metropolitan Life Insurance Company; Sears, Roebuck and Co. Director since 1997 (Director of NYNEX Corporation 1995 - 1997); member of Corporate Governance Committee. Age 62.

IVAN G. SEIDENBERG, Chairman and Chief Executive Officer since December 31, 2003; President and Chief Executive Officer (April 2002 - December 2003); President and Co-Chief Executive Officer (June 2000 - March 2002); Chairman of the Board (December 1998 - June 2000) and Chief Executive Officer (June 1998 - June 2000). Director of Honeywell International Inc.; Wyeth; Viacom, Inc. Mr. Seidenberg will not stand for reelection at the 2004 annual meeting of Viacom, Inc. Director since 1997 (Director of NYNEX Corporation 1991 - 1997). Age 57.

WALTER V. SHIPLEY, Retired Chairman, The Chase Manhattan Corporation; Chairman and Chief Executive Officer (1983 - 1992; 1994 - 1999). Director of Exxon Mobil Corporation; Wyeth. Director since 1997 (Director of NYNEX Corporation 1983 - 1997); Chairperson of Corporate Governance Committee and member of Human Resources Committee. Age 68.

JOHN R. STAFFORD, Retired Chairman of the Board (1986 - 2002) and Chief Executive Officer (1986 - April 2001), Wyeth. Director of Honeywell International Inc.; J.P. Morgan Chase & Co. Director since 1997 (Director of NYNEX Corporation 1989 - 1997); member of Audit and Finance Committee and Human Resources Committee. Age 66.

ROBERT D. STOREY, Partner, Thompson Hine LLP. Director of The Procter & Gamble Company. Director since June 2000 (Director of GTE Corporation 1985 - 2000); member of Public Policy Committee. Age 67.