Item 7 on Proxy Card:
The International Brotherhood of Electrical Workers Pension Benefit Fund, 900 Seventh Street, NW, Washington DC, 20001, owner of 173,200 shares of the Company’s common stock, proposes the following:

RESOLVED: The shareholders of Verizon Communications Inc. (“Company”) urge the Board of Directors to amend the Company’s by laws, effective upon the expiration of current employment contracts, to require that an independent director – as defined by the rules of the New York Stock Exchange (“NYSE”) – be its Chairman of the Board of Directors.

SUPPORTING STATEMENT: The recent wave of corporate scandals at such companies as Enron, WorldCom and Tyco has resulted in renewed emphasis on the importance of independent directors. For example, both the NYSE and the NASDAQ have adopted new rules that would require corporations that wish to be traded on them to have a majority of independent directors.

    Unfortunately, having a majority of independent directors alone is clearly not enough to prevent the type of scandals that have afflicted Enron, WorldCom and Tyco. All of these corporations had a majority of independent directors on their boards when the scandals occurred.

    All of these corporations also had a Chairman of the Board who was also an insider, usually the Chief Executive Officer (“CEO”), or a former CEO, or some other officer, as at our Company. We believe that no matter how many independent directors there are on a board, that board is less likely to protect shareholder interests by providing independent oversight of the officers if the Chairman of that board is also the CEO, former CEO or some other officer or insider of the company.

    We respectfully urge the board of our Company to change its corporate governance structure by having an independent director, as defined by the NYSE, serve as its Chairman.

BOARD OF DIRECTORS’ POSITION
The Board of Directors has periodically considered the issue of which director is best qualified to serve as Chairman of the Board. The independent directors have determined that, at the present time, the Chief Executive Officer is the best director to serve as Chairman of the Board. The Board believes that the Company and its shareholders are best served by the Board’s continuing ability to determine, and to draw upon, the individual skills and experience that may be required in an effective Chairman at any given time.

As part of its ongoing commitment to effective standards of corporate governance, the Board has revised its Corporate Governance Guidelines to provide that the independent members of the Board of Directors are involved in the key governance functions. The independent directors elect annually an independent director as Presiding Director. The Presiding Director chairs all executive sessions and all other meetings of the Board where the Chairman is not present. The independent directors are responsible for the governance of the Board, including approval of agendas and meeting schedules, and these responsibilities are more fully described in this Proxy Statement under the heading, “Structure and Practices of the Board of Directors – Meetings of the Board, Executive Sessions and Presiding Director.”

The Board believes that the Company’s corporate governance structure, with its emphasis on independence and a Presiding Director, is appropriate. While it is possible that the Board may separate the positions of Chairman and Chief Executive Officer in the future if circumstances warrant, it believes that implementing the proposal would deprive the Board of its responsibility to conduct its business and fulfill its responsibilities in the most efficient and effective manner.

The Board of Directors recommends a vote AGAINST this proposal.