Item 6 on Proxy Card:
Communications Workers of America Members’ Relief Fund, 501 Third Street, N.W., Washington, DC,
20001, owner of 182 shares of the Company’s common stock, proposes the following:

RESOLVED: The shareholders request that the Board of Directors adopt a policy, in compliance with state law, and without affecting the unexpired term of any previously elected director, that Verizon shall not nominate two or more persons for election to its board, who sit together as members of the board of another public company.

SUPPORTING STATEMENT: Verizon has had four directors in common with Wyeth or a predecessor, and two directors in common with Honeywell International, since at least 2001. At Wyeth, the directors in common are Ivan Seidenberg, the Chairman of the Board and CEO of Verizon, John Stafford, the former Chairman and CEO of Wyeth, Richard Carrion and Walter Shipley. At Honeywell, the directors in common are Mr. Seidenberg and Mr. Stafford.

Except for Mr. Seidenberg, each of the named Wyeth directors is a member of Verizon’s Human Resources Committee. Together, they constitute 75% of the Committee that is responsible for overseeing the compensation and benefits of Mr. Seidenberg and other senior managers.

This situation could be detrimental to the best interests of the Company and its shareholders. Critics say, according to a USA Today article (November 25, 2002), that interlocking directors create “the potential for serious conflicts of interest.” In that article, New York University professor Lawrence White explained that “there’s room for horse trading,” and “a chance of deals being struck behind the scenes,” whenever “you have two guys sitting on at least two boards.”

The USA Today article cites Verizon’s 2002 departure from Business for Affordable Medicine (BAM) as an example of the potential for conflicts. BAM was a coalition “of state governors, employers and labor unions” that was founded by Verizon and other employers, who were “concerned about the rising cost of prescription drugs for their workers and retirees,” in order to advocate “faster marketing of generic drugs” (Wall Street Journal, Sept. 4, 2002).

On May 3, 2002, The Wall Street Journal reported that the eleven BAM employers had recently spent a total of “$460 million to buy 17 brand-name drugs.” It also declared that major drug companies were conducting “a concerted effort to lobby companies to stay out or drop out of the BAM coalition.”

The November 2002 USA Today article states that Wyeth sent “several letters to Verizon expressing its disagreement with BAM.” The author viewed Verizon’s departure from BAM as “surprising,” because Verizon had “co-founded the group and helped to recruit its corporate members.”

The cited articles do not indicate that any directors were involved in Verizon’s decision to pull out of BAM. But Wyeth plainly had an opportunity to exert influence in favor of the pullout through the four directors it has shared with Verizon since 2002.

This proposal would permit Verizon to continue to have one director in common with other public companies. However, it would reduce the potential for conflicts of interest in the future by requiring that Verizon shall have no more than one director in common with another public company.

BOARD OF DIRECTORS’ POSITION
The Board of Directors has carefully assessed the issue of common service on an outside board and does not believe that the current overlaps create a conflict of interest that impairs the directors’ independence. The New York Stock Exchange listing standards provide criteria for independence and require the Board to make a finding as to each director’s independence. The Verizon Corporate Governance Guidelines specify objective standards for making that determination, which in several instances go beyond the NYSE requirements and the applicable laws and regulations. In addition, Verizon has other governance provisions that ensure that directors are able to function independently.

The Board has carefully considered the qualifications, affiliations and relationships of each director. The Board believes that service on outside boards can be a useful opportunity for directors to gain perspectives on business issues. The decisions made with respect to issues before another company’s board do not affect the independence of actions taken by the Board, and the Board strongly disagrees that common service on outside boards impairs directors’ independence. As stated on page 4 of this Proxy Statement, the Board has determined that all of the non-employee directors are independent. In fact, the Board has consisted of a majority of independent directors at all times since the Company was founded.

The Board believes that, in light of the exacting standards of governance and independence to which its directors are held, the proposal is unnecessary. Furthermore, given the Board’s history of independence and its continuing commitment to being held to standards that in certain instances exceed the minimum required by law or regulation, the Board is concerned that the proposed policy change would arbitrarily restrict the composition of the Board and could deprive the Board of the continued service of experienced and valued directors. Accordingly, the Board believes that this proposal is not in the best interests of the Company and its shareholders.

The Board of Directors recommends a vote AGAINST this proposal.