Item 7 on Proxy Card:
Sheet Metal Workers’ National Pension Fund, Edward F. Carlough Plaza, 601 N. Fairfax Street, Suite 500, Alexandria, Virginia 22314, owner of 85,600 shares of the Company’s common stock, proposes the following:

RESOLVED: That the shareholders of Verizon Communications, Inc. (“Company”) urge the Board of Directors to initiate the process necessary to amend our Company’s Certificate of Incorporation so that the Company directors will not be exempted from personal liability for monetary damages for grossly negligent conduct in the performance of their fiduciary duties.

SUPPORTING STATEMENT: The fiduciary duties of directors of companies incorporated in Delaware, such as ours, can be summarized as duties of loyalty and care. The duty of care requires that directors inform themselves, prior to making a business decision, of all material information reasonably available to them, and once informed, they must act with requisite care in the discharge of their duties. A board of director’s fulfillment of its duty of care is judged by a gross negligence standard, which means that a violation of the duty of care requires a finding of conduct that constitutes gross negligence.

In 1986, the state of Delaware amended the Delaware General Corporation Law to permit Delaware corporations to include in their certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of the duty of care as a director, subject to certain limitations. Our Company has such a provision in its certificate of incorporation. It serves to protect our Company’s directors, individually and collectively, from personal liability for monetary damages for violation of their duty of care resulting from gross negligence.

The director liability change urged by the proposal would simply add an exception to the limitations on director personal liability for monetary damages, and expose directors to potential monetary liability for grossly negligent conduct. Directors who dedicate adequate time and are diligent in performing their board responsibilities will meet the demands of their duty of care. Directors that are found to be grossly negligent in the conduct of their duties as corporate stewards will be subject to potential personal liability for monetary damages caused by their actions. This heightened standard will encourage directors to demand the support and information necessary to enable them to meet the important responsibilities of their office.

We recognize that our Company must be able to attract quality directors. We believe that making directors potentially liable for monetary damages for gross negligence strikes the appropriate balance between the need to attract quality directors and the need to promote director accountability. A reasonable limitation on a director’s level of exposure to personal monetary damages may be in order to strike this balance. Further, we believe that such a change would increase director accountability to shareowners who elect them, improve the corporate decision-making processes, and consequently improve long-term corporate value.

We urge your support for this important governance reform.

BOARD OF DIRECTORS’ POSITION
The Board of Directors firmly believes that in order to attract and retain qualified candidates, the Company must provide Board members with appropriate protections from liability consistent with the protections provided by other corporations with whom the Company competes for qualified directors. The frequency of litigation against corporate directors, the considerable expense involved in defending lawsuits (regardless of the substantive merits) and the inherent uncertainties with respect to the outcome of any litigation all combine to make the question of personal liability a very real concern for corporate directors. The Board of Directors believes that the Company’s shareholders are better served by directors who are free to reasonably exercise their best business judgment.

The Company’s Restated Certificate of Incorporation puts certain limits on a director’s liability to the Company or its shareholders for monetary damages for breach of fiduciary duty. The Company’s shareholders first adopted a provision limiting directors’ personal liability in 1987. The Board expressed its belief that the provision would help ensure the Company’s ability to recruit and retain competent directors, and the provision was approved by an affirmative vote of 93 percent of the votes cast. In 1996, the Company’s shareholders approved the current provisions. However, directors remain liable for any breach of the duty of loyalty to the Company or its shareholders, for any act not in good faith or involving intentional misconduct or a knowing violation of the law and for any transaction from which the director derives an improper personal benefit.

The Board of Directors believes that implementation of the proponent’s proposal would inappropriately reduce the protections afforded by the Company’s Restated Certificate of Incorporation and make Directors easier targets for non-meritorious lawsuits. Under the proposed amendment, potential plaintiffs would simply have to assert a claim of “gross negligence” in order to embroil a Board member in a costly court battle. Determining what does or does not constitute “gross negligence” involves legal and factual questions that do not lend themselves to simple definition. The uncertain results of litigation subject directors to considerable risks. Increased legal action would not only distract the directors subject to such claims, but would likely result in substantial additional costs to the Company.

For the foregoing reasons, the Board believes that changing the present director liability standards is not in the best interests of the Company or its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.