Item 4 on Proxy Card:
United Brotherhood of Carpenters and Joiners of America, 101 Constitution Avenue, N.W., Washington, DC 20001, owner of 45,100 shares of the Company’s common stock, proposes the following:

RESOLVED: That the shareholders of Verizon Communications, Inc. (“Company”) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders.

SUPPORTING STATEMENT: Our Company is incorporated in Delaware. Among other issues, Delaware corporate law addresses the issue of the level of voting support necessary for a specific action, such as the election of corporate directors. Delaware law provides that a company’s certificate of incorporation or bylaws may specify the number of votes that shall be necessary for the transaction of any business, including the election of directors. (DGCL, Title 8, Chapter 1, Subchapter VII, Section 216). Further, the law provides that if the level of voting support necessary for a specific action is not specified in the certificate of incorporation or bylaws of the corporation, directors “shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.”

Our Company presently uses the plurality vote standard for the election of directors. We feel that it is appropriate and timely for the Board to initiate a change in the Company’s director election vote standard. Specifically, this shareholder proposal urges that the Board of Directors initiate a change to the director election vote standard to provide that in director elections a majority vote standard will be used in lieu of the Company’s current plurality vote standard. Specifically, the new standard should provide that nominees for the board of directors must receive a majority of the vote cast in order to be elected or re-elected to the Board.

Under the Company’s current plurality vote standard, a director nominee in a director election can be elected or re-elected with as little as a single affirmative vote, even while a substantial majority of the votes cast are “withheld” from that director nominee. So even if 99.99% of the shares “withhold” authority to vote for a candidate or all the candidates, a 0.01% “for” vote results in the candidate’s election or re-election to the board. The proposed majority vote standard would require that a director receive a majority of the vote cast in order to be elected to the Board.

It is our contention that the proposed majority vote standard for corporate board elections is a fair standard that will strengthen the Company’s governance and the Board. Our proposal is not intended to limit the judgment of the Board in crafting the requested governance change. For instance, the Board should address the status of incumbent directors who fail to receive a majority vote when standing for re-election under a majority vote standard or whether a plurality director election standard is appropriate in contested elections.

We urge your support of this important director election reform.

BOARD OF DIRECTORS’ POSITION
The Company’s directors, like those of most other major public corporations, are elected by a plurality of votes cast at the annual meeting. The Board of Directors believes that the present system of electing directors best serves the interests of all shareholders.

The Board strongly disagrees with the proponent’s assertion that implementation of a majority vote standard will strengthen the Company’s governance and the Board. The Company already has in place a robust corporate governance process designed to identify and propose director nominees who will serve the best interests of the Company and our shareholders. The Corporate Governance Committee, which is composed solely of independent directors, evaluates and recommends director nominees for election. In order to be considered, nominees must meet specified criteria designed to ensure that our Board members are highly qualified and reflect a diversity of experience and viewpoints. In addition, shareholders may recommend candidates for election, as described in this Proxy Statement under the heading, “Structure and Practices of the Board of Directors — Nomination of Candidates for Director.” The Company’s shareholders have a history of electing strong and independent Boards, not only by a plurality, but also in fact by a substantial majority of the votes cast.

The Board believes that the proponent’s characterization of the plurality voting process — in particular the suggestion that a director may be elected even if 99.99% of the votes casts are “withheld” — is highly theoretical and not supported by historic results.

Implementation of this proposal would unnecessarily complicate the election of directors. Under Delaware law, each incumbent director serves until a successor is elected and qualified for his or her position. Accordingly, if the proposal were adopted and implemented, any incumbent director who did not receive a majority of the votes cast would nonetheless continue to serve as director until his or her successor is elected by a subsequent vote of shareholders. In addition, if any other nominee does not receive a majority of votes cast, the resulting vacancy could be filled with a successor designated by the Board of Directors.

For the foregoing reasons, the Board believes that requiring a majority vote for the election of directors is not in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.