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Verizon Communications
2008 Proxy Statement

Proxy Statement
Compensation Tables

Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards1 ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation3 ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings4 ($) (h)	All Other Compensation5 ($) (i)	Total ($) (j)
Ivan G. Seidenberg	2007	2,100,000	0	19,198,033	0	4,200,000	203,231	852,312	26,553,576
Chairman & CEO	2006	2,100,000	0	13,076,534	0	4,252,500	1,097,288	734,432	21,260,754
Dennis F. Strigl	2007	1,250,000	0	14,562,022	0	2,000,000	32,321	615,797	18,460,140
President & COO	2006	1,125,000	0	10,305,507	0	2,148,750	537,778	484,200	14,601,235
William P. Barr	2007	840,000	0	7,480,222	0	1,008,000	80,990	281,402	9,690,614
Executive Vice President &	2006	840,000	0	6,298,436	0	1,020,600	313,774	230,990	8,703,800
General Counsel
Doreen A. Toben	2007	825,000	0	7,346,677	0	990,000	20,788	282,860	9,465,325
Executive Vice President & CFO	2006	825,000	0	6,175,549	0	1,002,375	284,787	214,347	8,502,058
Lowell C. McAdam Executive Vice President & President & CEO Verizon Wireless Joint Venture	2007	800,000	0	8,507,034	7,210,4762	1,032,000	207,429	332,224	18,089,163

1. This column reflects the accounting expense that the Company incurred in 2007 in accordance with Statement of Financial Accounting Standards, or SFAS, No. 123(R) for the outstanding PSUs and RSUs granted to the named executive officers in 2007, 2006 and 2005. The accounting expense includes: the entire grant date fair value of the 2007 awards; the change in the value of the 2007 and 2006 PSU awards using an estimated performance attainment of 85% of the target award value; the change in the performance attainment for the 2005 PSUs as described on pages 27-28, calculated using $43.69, the closing price of Verizon's common stock on December 31, 2007; dividend equivalents on the outstanding awards; and the effect of the 17.3% increase in Verizon’s stock price in 2007. In addition, the accounting expense includes for Mr. Strigl, one-half vesting of his special 2007 RSU award and for Mr. McAdam, one-third vesting of his 2005 and 2006 PSU and RSU awards. The 2007 accounting expense is also based on the assumptions described in note 14 to the Company's consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners.
2. This amount reflects the accounting expense that the Company incurred in 2007 in accordance with SFAS No. 123(R) for partnership value appreciation rights previously granted to Mr. McAdam under the 2000 Verizon Wireless Long-Term Incentive Plan. The accounting expense is based on the assumptions described in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners.
3. This column reflects the 2007 Short-Term Plan award paid to the named executive officers in February 2008, as described on pages 24-25.
4. For Messrs. Seidenberg, Strigl, Barr and McAdam, the amount shown in this column reflects the sum of the change in the actuarial present value for the frozen defined benefit plans and the above-market earnings on nonqualified deferred compensation plans as follows: $131,691 and $71,540 for Mr. Seidenberg; $13,539 and $18,782 for Mr. Strigl; $41,426 and $39,564 for Mr. Barr; and $205,260 and $2,169 for Mr. McAdam. For Ms. Toben, there was a reduction of $38,181 in pension value based on the applicable calculation formula and accordingly, the amount shown in this column only reflects above market earnings.
5. The following table provides the detail for 2007 compensation reported in the "All Other Compensation" column:

Name	Personal Use of Company Aircrafta ($)	Personal Use of Company Vehicleb ($)	Financial Planning Allowancec ($)	Personal Traveld ($)	Company Contributions to the Qualified Savings Plan ($)	Company Contributions to the Nonqualified Deferral Plan ($)	Company Contributions to the Life Insurance Benefite ($)	Taxes Associated with Personal Travel and Life Insurancef ($)	All Other Compensation Total ($)
Mr. Seidenberg	149,023	9,130	10,000	0	12,462	431,395	135,050	105,252	852,312
Mr. Strigl	137,889	13,485	10,000	8,354	15,700	220,959	109,018	100,392	615,797
Mr. Barr	10,317	0	10,000	0	12,462	116,966	73,912	57,745	281,402
Ms. Toben	39,889	0	9,500	0	14,600	113,315	56,630	48,926	282,860
Mr. McAdam	5,113	0	10,000	8,354	20,100	138,567	76,885	73,205	332,224

a.	The incremental cost of the personal use of a Company aircraft is determined by multiplying the total 2007 personal flight hours by the incremental aircraft cost per hour. The incremental aircraft cost per hour is derived by adding the annual aircraft maintenance costs, fuel costs, aircraft trip expenses and crew trip expenses, and then dividing by the total annual flight hours.
b.	The incremental cost of the personal use of a Company vehicle is determined by (i) calculating the incremental vehicle cost per mile by dividing the annual lease and fuel costs by the total annual miles (ii) multiplying the total 2007 personal miles by the incremental vehicle cost per mile and (iii) adding the incremental driver cost (the 2007 driver hours for personal use multiplied by the driver's hourly rate).
c.	The Company provides each of the named executive officers with a financial planning allowance equal to the Company’s payment for the services, up to $10,000. Because Mr. Seidenberg’s benefit is provided under a predecessor company's program, he receives imputed income on 100% of the value reported. All of the other named executive officers participate in Verizon’s financial planning program and receive imputed income on 50% of the value reported.
d.	The incremental cost of personal travel is equal to the direct expenses related to lodging, ground transportation, meals and other travel-related items.
e.	Executive life insurance is available to executives on a voluntary basis. Executives who choose to participate in this program are excluded from the basic and supplemental life insurance programs that Verizon provides to general management employees. The executive owns the insurance policy and is responsible for paying the premiums. However, Verizon pays each executive an amount that covers part of the premium, which is shown in this column. Executives who choose not to participate in the executive life insurance program do not receive a payment. For Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam, the executive life insurance policy provides a death benefit equal to five times the sum of the executive’s base salary plus their short-term incentive opportunity at the threshold level if the executive dies before the earlier of the fifth anniversary of their retirement date or the date on which the executive reaches age 65, or age 60 in the case of Mr. McAdam who is a new participant in the Verizon plan. If an executive continues the policy after the earlier of those dates, the death benefit is reduced to two times (three times in the case of Mr. Barr as a result of the preservation of his benefit under the GTE Corporation, a predecessor company, (GTE) executive life insurance plan) the executive’s base salary as of such earlier date. For Mr. Seidenberg, the executive life insurance policy provides a death benefit equal to approximately $10 million as a result of the preservation of his benefit under the NYNEX Corporation, a predecessor company, (NYNEX) plan.
f.	For Mr. Seidenberg, Mr. Barr and Ms. Toben, the amount in this column is the tax gross-up associated with the payment they received from Verizon to cover part of the premium for executive life insurance. For Mr. Strigl and Mr. McAdam, respectively, the amount in this column is the tax gross-up of $6,206 and $6,188 associated with personal travel, and the tax gross-up of $94,186 and $67,017 associated with the payment they received from Verizon to cover part of the premium for executive life insurance.

Plan-Based Awards

The following table provides information as to the awards granted during 2007 under the Short-Term Incentive Plan and the Long-Term Incentive Plan to each named executive officer.

Grants of Plan-Based Awards

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards2				Estimated Future Payouts Under Equity Incentive Plan Awards3				All Other Stock Awards: Number of Shares of Stock or Units4 (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Sh) (k)	Grant Date Fair Value of Stock and Option Awards5 ($) (l)
Name (a)	Type of Award1	Grant Date (b)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)		Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
Mr. Seidenberg	STIP	—	2,625,000	3,937,500	5,250,000
	PSU	2/1/2007					62,154	388,463	600,823					13,125,200
Mr. Strigl	STIP	—	1,250,000	1,875,000	2,500,000
	PSU	2/1/2007					22,198	138,740	277,480					4,687,680
	RSU	2/1/2007									82,240			3,125,120
	RSU	2/1/2007									78,948			3,000,024
Mr. Barr	STIP	—	630,000	945,000	1,260,000
	PSU	2/1/2007					12,532	78,322	156,644					2,646,320
	RSU	2/1/2007									46,430			1,764,340
Ms. Toben	STIP	—	618,750	928,125	1,237,500
	PSU	2/1/2007					12,307	76,917	153,834					2,598,820
	RSU	2/1/2007									45,600			1,732,800
Mr. McAdam	STIP	—	600,000	900,000	1,200,000
	PSU	2/1/2007					11,934	74,589	149,178					2,520,160
	RSU	2/1/2007									44,220			1,680,360

1. These awards are described in the Compensation Discussion and Analysis on pages 23-27.
2. The actual amount awarded was paid in February 2008 and is shown in column (g) of the Summary Compensation Table on page 30.
3. The PSUs granted in 2007 will accrue quarterly dividends that will be reinvested in the participant’s account as additional PSUs. Each PSU is credited with the same dividend that is paid on a share of Verizon’s common stock. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.
4. The RSUs granted in 2007 to the named executive officers are included in this column. Each RSU is credited with the same dividend that is paid on a share of Verizon’s common stock and these dividends will be reinvested into the participant’s account as additional RSUs and will be included in the final RSU payment.
5. This column reflects the dollar value of the PSUs and RSUs based on the closing price of Verizon's common stock on February 1, 2007, the grant date.

Outstanding Equity Awards at Fiscal Year-End

Option Awards						Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested1 (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested3 ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested2 (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($) (j)	Grant Date
Mr. Seidenberg	171,378	0	0	44.45	1/27/2008	0	0	435,366	19,021,141	3/3/2006
	608,827	0	0	53.87	1/26/2009	0	0	355,688	15,540,009	2/1/2007
	547,949	0	0	57.22	1/25/2010	0	0	0	0
	672,750	0	0	41.88	6/30/2010	0	0	0	0
	812,371	0	0	54.32	1/10/2011	0	0	0	0
	779,251	0	0	47.03	1/23/2012	0	0	0	0
	509,427	0	0	37.24	2/2/2013	0	0	0	0
	484,690	0	0	35.51	2/3/2014	0	0	0	0
Mr. Strigl	28,318	0	0	63.71	1/27/2008	99,645	4,353,490	149,467	6,530,213	2/1/2006
	133,948	0	0	53.87	1/26/2009	84,690	3,700,106	127,034	5,550,115	2/1/2007
	131,507	0	0	57.22	1/25/2010	81,299	3,551,953	0	0	2/1/2007
	414,000	0	0	41.88	6/30/2010	0	0	0	0
	253,885	0	0	54.32	1/10/2011	0	0	0	0
	259,785	0	0	47.03	1/23/2012	0	0	0	0
	219,316	0	0	35.51	2/3/2014	0	0	0	0
Mr. Barr	77,277	0	0	43.07	2/17/2008	62,499	2,730,581	93,748	4,095,850	2/1/2006
	83,843	0	0	51.51	2/15/2009	47,813	2,088,950	71,714	3,133,185	2/1/2007
	93,944	0	0	53.97	2/9/2010	0	0	0	0
	310,500	0	0	41.88	6/30/2010	0	0	0	0
	201,411	0	0	54.32	1/10/2011	0	0	0	0
	200,169	0	0	47.03	1/23/2012	0	0	0	0
	154,939	0	0	37.24	2/2/2013	0	0	0	0
	151,834	0	0	35.51	2/3/2014	0	0	0	0
Ms. Toben	33,493	0	0	44.45	1/27/2008	61,391	2,682,173	92,081	4,023,019	2/1/2006
	91,079	0	0	53.87	1/26/2009	46,958	2,051,595	70,427	3,076,956	2/1/2007
	85,697	0	0	57.22	1/25/2010	0	0	0	0
	134,550	0	0	41.88	6/30/2010	0	0	0	0
	129,468	0	0	54.32	1/10/2011	0	0	0	0
	128,650	0	0	47.03	1/23/2012	0	0	0	0
	144,382	0	0	37.24	2/2/2013	0	0	0	0
	127,177	0	0	35.51	2/3/2014	0	0	0	0
Mr. McAdam4	197,530	0	0	30.00	7/10/2010	52,082	2,275,463	78,129	3,413,456	2/1/2006
	376,331	0	0	16.69	10/15/2011	45,537	1,989,512	68,295	2,983,809	2/1/2007
	420,863	0	0	13.89	3/31/2014	0	0	0	0	0

1. The 2007 and 2006 RSUs vest on December 31, 2009 and December 31, 2008, respectively. Mr. Strigl’s special RSU award of 81,299 units vests on January 31, 2009. This column includes the estimated dividend equivalents. RSUs accrue quarterly dividends that are reinvested into the participant’s account as additional RSUs and will be included in the final RSU payment.
2. The 2007 and 2006 PSUs vest on December 31, 2009 and December 31, 2008, respectively. This column includes the estimated dividend equivalents. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.
3. The value of these awards was calculated by using a share price of $43.69, the closing price of Verizon’s common stock on December 31, 2007.
4. Each option award listed for Mr. McAdam represents unexercised partnership value appreciation rights granted by Verizon Wireless, his employer on the date the rights were granted. Upon exercise, these rights enable Mr. McAdam to receive a cash amount equal to the difference between the then current value of the corresponding Verizon Wireless partnership units over the exercise price for such rights as reported in the table. The Option Awards section of the table sets forth the number of unexercised partnership value appreciation rights held by Mr. McAdam at year-end, the exercise price and expiration date of each award. The values in the Stock Awards section of the table are attributable to grants of Verizon RSUs and PSUs.

Value Realized from Stock Options and Certain Stock-Based Awards

The following table reports the number of options exercised and the value that each named executive officer realized in 2007 and the value realized in 2007 from the following stock-based awards:

• 2005 PSUs that vested on December 31, 2007;
• 2005 RSUs that vested on December 31, 2007 for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam.

In 2008, based on the Company’s relative TSR, the Human Resources Committee approved a payment of 76% of the target number of PSUs granted for the 2005-2007 performance cycle for all participants, including the named executive officers. Verizon's TSR ranked in the 44th percentile when compared to the companies in the S&P 500 Index and in the 46th percentile when compared to the Industry Peers over that same period. For Mr. Seidenberg, the Board approved his 2005 PSU award payment, including that portion relating to strategic initiatives, as described on pages 27-28. As of December 31, 2007, the value of the 2005 PSUs for Mr. Seidenberg, Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam was $17,000,000, $4,613,993, $2,893,801, $2,842,140 and $2,015,566, respectively. The value of the 2005 RSUs for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam was $4,047,361, $2,538,422, $2,493,279 and $1,767,867, respectively.

Option Exercises and Stock Vested

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
Mr. Seidenberg	198,416	162,342	389,105	17,000,000
Mr. Strigl	307,471	1,842,093	198,246	8,661,3541
Mr. Barr	262,641	887,228	124,336	5,432,223
Ms. Toben	72,287	285,051	122,120	5,335,4191
Mr. McAdam	0	0	86,597	3,783,433

1. Mr. Strigl deferred 50% of his RSU award in the amount of $2,023,681 and Ms. Toben deferred 100% of her RSU award in the amount of $2,493,279 into the Verizon Executive Deferral Plan described on page 35.

Retirement Plans

The following table illustrates the actuarial present value as of December 31, 2007 of pension benefits accumulated by the named executive officers.

Pension Benefits

Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit1 ($) (d)	Payments During Last Fiscal Year ($) (e)
Mr. Seidenberg	Verizon Management Pension Plan	42	1,575,177	0
	Verizon Excess Pension Plan	3	1,219,836	0
Mr. Strigl	Verizon Management Pension Plan	19	308,790	0
	Verizon Excess Pension Plan	3	571,533	0
Mr. Barr	Verizon Management Pension Plan	13	306,583	0
	Verizon Excess Pension Plan	3	379,581	0
Ms. Toben	Verizon Management Pension Plan	36	1,336,858	0
	Verizon Excess Pension Plan	3	325,137	0
Mr. McAdam2	Verizon Wireless Retirement Plan - Qualified	24	475,631	0
	Verizon Wireless Retirement Plan - Nonqualified	10	707,998	0

1. The value of the pension benefit is based on the assumptions for SFAS No. 87 as described in note 15 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company's 2007 Annual Report to Shareowners. However, in accordance with the requirements for this table, the values are calculated at the earliest unreduced retirement age under the plan. For Mr. McAdam, the assumptions are generally the same as described above except for the discount rate, which was 6.25%.
   
   Until June 30, 2006, Mr. Seidenberg, Mr. Strigl and Ms. Toben were eligible to receive pension benefits under either (i) a cash balance formula that provided for retirement pay credits equal to between four and seven percent (depending on age and service) of annual eligible pay for each year of service or (ii) a highest average pay formula based on 1.35% of the executive’s average annual eligible pay for the five highest consecutive years for each year of service. Under the cash balance formula, a participant's account balance is also credited with monthly interest based upon the prevailing market yields on certain U.S. Treasury obligations. As a former employee of GTE, Mr. Barr was eligible to earn a pension under a modified highest average pay formula until May 31, 2004. The modified highest average pay formula was based on the better of the 1.35% formula referenced above or a formula that was integrated with social security, with a 1.15% accrual for eligible pay under the social security integration level of $41,700 and 1.45% above the social security integration level. Both highest average pay formulas were discontinued on May 31, 2004, for all former GTE employees who did not have 10 years of service as of January 1, 2002, and Mr. Barr ceased to accrue a pension under those formulas. Mr. Barr was eligible to earn a pension under the cash balance formula from January 1, 2002 until June 30, 2006. Mr. McAdam was not eligible for benefits under the Verizon Management Pension Plan because he was employed by Verizon Wireless prior to January 1, 2007. Eligible pay under the Verizon Management Pension Plan consisted of the employee’s base salary and short-term incentives, up to the Internal Revenue Service qualified plan compensation limit.
   
   Pension benefits for all eligible pay in excess of the IRS limit were provided under the Verizon Excess Pension Plan, the Company’s nonqualified defined benefit retirement plan, based on the cash balance formula. Mr. McAdam was not eligible for benefits under the Verizon Excess Pension Plan because he was employed by Verizon Wireless prior to January 1, 2007. As previously noted, all accruals under both the Verizon Management Pension Plan and the Verizon Excess Pension Plan were frozen as of June 30, 2006.
   
   
2. In 2001, Verizon Wireless consolidated the pension plans of several predecessor companies under the Verizon Wireless Retirement Plan. Mr. McAdam is entitled to both a tax-qualified and a nonqualified pension benefit under this plan. Mr. McAdam’s tax-qualified pension benefit was determined under two formulas: (i) for the period from January 1, 2001 until May 31, 2004, a cash balance formula that provided pay credits equal to two percent of annual eligible pay up to the IRS compensation limit (under the cash balance formula, a participant's account balance is also credited on an ongoing basis with interest credits based upon the 30-year Treasury bond); and (ii) a final average pay formula based on 24 years of service multiplied by 1.45% of Mr. McAdam’s average annual eligible pay for the five final consecutive years for each year of service through the end of 2006, at which time no further adjustments to eligible pay were recognized under the plan. Mr. McAdam's nonqualified plan benefit was determined using the 1.45% final average pay formula and was calculated based on 10 years of service and only included his eligible pay in excess of the IRS compensation limit through the end of 2006, at which time no further adjustments to eligible pay were recognized under the plan. For Mr. McAdam, eligible pay consisted of base salary and short-term incentives. No participant under the plan was eligible for cash balance credits under the nonqualified portion of the plan. Mr. McAdam is no longer accruing any additional benefits under this plan.

Defined Contribution Savings Plans

During 2007, the named executive officers were eligible to participate in the Company’s tax-qualified defined contribution savings plan, the Verizon Management Savings Plan, which is referred to as the Savings Plan, and its nonqualified defined contribution savings plan, the Verizon Executive Deferral Plan, which is referred to as the Deferral Plan.

The named executive officers are permitted to defer up to 16% of their eligible pay into the Savings Plan, up to the IRS qualified plan compensation limit. Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay that a participant contributes to the Savings Plan. Plan participants whose compensation exceeds the IRS compensation limit can generally contribute additional amounts into the Deferral Plan, and Verizon provides a matching contribution in that plan similar to the matching contribution in the Savings Plan. Compensation eligible for deferral under the Deferral Plan includes 100% of base salary in excess of the IRS compensation limit, short-term incentive compensation and long-term incentive compensation. Deferrals of long-term incentive compensation are not eligible for Company matching contributions.

The named executive officers who participate in the Savings Plan and the Deferral Plan are eligible for an additional discretionary matching contribution of up to 3% of eligible pay. In determining any additional discretionary matching contribution, the Company intends to use the same criteria that determine the short-term incentive award that is received by employees at the corporate level. For example, if the Short-Term Plan award for corporate employees is paid at target, employees who participate in the Savings Plan and employees who participate in the Deferral Plan would be eligible for an additional 1.75% in Company matching contributions. Employees must contribute at least 6% of their eligible pay to the Savings Plan and the Deferral Plan in order to be eligible for the full discretionary matching contribution. For 2007, based upon the Company’s performance, a 2% discretionary matching contribution was approved.

The following table shows the 2007 account activity for each named executive officer and includes each executive’s contributions, Company matching contributions, earnings and the aggregate balance of his or her total deferral account as of December 31, 2007.

Nonqualified Deferred Compensation

Name (a)	Executive Contributions in Last FY1 ($) (b)	Registrant Contributions in Last FY2 ($) (c)	Aggregate Earnings in Last FY ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE4 ($) (f)
Mr. Seidenberg	367,650	431,395	5,769,707	0	53,517,8665
Mr. Strigl	190,425	220,959	850,863	0	11,887,346
Mr. Barr	98,136	116,966	1,271,646	0	17,533,491
Ms. Toben	1,040,138	113,315	724,580	0	14,235,085
Mr. McAdam	96,814	138,567	175,1183	0	2,891,4873

1.	Of the amounts listed in this column, the following amounts are included in the Summary Compensation Table in columns (c) and (j): for Mr. Seidenberg, $112,500; for Mr. Strigl, $61,500; for Mr. Barr, $36,900; for Ms. Toben, $138,000; and for Mr. McAdam, $34,500.
2.	The amounts listed in this column are included in columns (i) and (j) of the Summary Compensation Table.
3.	For Mr. McAdam, column (d) includes $112,206 in earnings under the Verizon Wireless nonqualified deferred compensation plan and column (f) includes $1,911,880 of aggregate balance under the Verizon Wireless nonqualified deferred compensation plan. Mr. McAdam is no longer an active participant in that plan.
4.	The aggregate balances shown in column (f) include the following amounts that were reported as compensation to the named executive officer in the Summary Compensation Table in previous proxy statements of the registrant: For Mr. Seidenberg, a total of $39,125,416 was reported (1998 to 2007); For Mr. Strigl, a total of $10,552,233 was reported (2001 to 2007); For Mr. Barr, a total of $2,817,764 was reported (2003 to 2007); and For Ms. Toben, a total of $8,888,690 was reported (2003 to 2007).
5.	For Mr. Seidenberg, approximately 40% of his aggregate balance is invested in Verizon share units.

Potential Payments upon Termination or Change in Control

As described on page 29, Verizon does not generally provide new employment agreements. Mr. Seidenberg’s employment agreement expired in 2004 and was not replaced. Accordingly, Mr. Seidenberg is not eligible for any severance benefits upon his termination from service, including if he is terminated following a Change in Control. Pursuant to the terms of Mr. Seidenberg’s Long-Term Plan award agreements, he has agreed not to compete or interfere with any Verizon business for a period of two years after his termination from employment, and he has agreed always to protect Verizon’s trade secrets and proprietary information. Like all other plan participants, if Mr. Seidenberg retires voluntarily, he is eligible for a prorated Short-Term Plan award for the year in which he retires. Mr. Seidenberg is also eligible for vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. PSUs will be paid to the extent that Verizon's relative TSR meets or exceeds threshold performance objectives.

Verizon has employment agreements with Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam which provide separation benefits under certain circumstances, including a Change in Control. Under the employment agreements, a Change in Control will occur if:

• Any person becomes a beneficial owner of shares representing twenty percent or more of Verizon’s outstanding voting stock; or
• Verizon consummates a merger, consolidation, reorganization, or any other business combination; or
• The Board adopts resolutions authorizing the liquidation or dissolution, or sale of all or substantially all of the assets, of Verizon.

However, a Change in Control will not occur if:

• Verizon’s voting stock outstanding immediately before the transaction will represent at least forty-five percent of the combined voting power of the parent corporation that survives the transaction;
• Verizon Directors will constitute at least one-half of the board of directors of the surviving parent corporation;
• Verizon’s CEO will be the CEO of the surviving parent corporation; and
• The headquarters of the surviving parent corporation will be located in New York, New York.

Severance and Change in Control Benefits

The following tables show the specific potential payments that would have been made to each of the named executive officers if a termination, death, disability or a Change in Control had occurred on December 31, 2007.

The following tables do not include amounts payable upon termination for retirement benefits and accrued balances under any nonqualified deferred compensation plan, which are described above in the Pension Benefits and Nonqualified Deferred Compensation tables on pages 34 and 36, respectively. The footnotes appear on pages 40-41 following the tables.

Mr. Seidenberg

Executive Benefits and Payments Upon Termination	Retirement ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Voluntary Termination For Good Reason or Change in Control ($)	Change in Control Without Termination ($)	Death ($)	Disability ($)
Compensation:
Base Salary	0	0	0	NA	0	0	0
Short-term Incentive	3,937,500	3,937,500	0	NA	3,937,500	3,937,500	3,937,500
Long-term Incentives1
Performance Stock Units
2006 PSU Grant	16,167,969	16,167,969	0	NA	19,021,141	16,167,969	16,167,969
2007 PSU Grant	13,209,007	13,209,007	0	NA	15,540,009	13,209,007	13,209,007
Employment Agreement	NA	NA	NA	NA	NA	NA	NA
Benefits and Perquisites:
Disability Benefits3	0	0	0	NA	0	0	1,155,665
Executive Life Insurance4	2,413,083	2,413,083	0	NA	0	10,051,000	2,413,083
Tax Gross-up5	1,880,659	1,880,659	0	NA	0	0	1,880,659
Financial Planning	10,000	10,000	0	NA	0	10,000	10,000
Aircraft Usage6	736,350	736,350	0	NA	0	0	0
280G Tax Gross-up	NA	NA	NA	NA	NA	NA	NA
Total	38,354,568	38,354,568	0	NA	38,498,650	43,375,476	38,773,883

Mr. Strigl

Executive Benefits and Payments Upon Termination	Retirement ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Voluntary Termination For Good Reason or Change in Control ($)	Termination For Change in Control ($)	Change in Control Without Termination ($)	Death ($)	Disability ($)
Compensation:
Base Salary	0	0	0	0	0	0	0	0
Short-term Incentive	1,875,000	1,875,000	0	1,875,000	1,875,000	1,875,000	1,875,000	1,875,000
Long-term Incentives1
Performance Stock Units
2006 PSU Grant	5,550,681	5,550,681	0	5,550,681	6,530,213	6,530,213	5,550,681	5,550,681
2007 PSU Grant	4,717,598	4,717,598	0	4,717,598	5,550,115	5,550,115	4,717,598	4,717,598
Restricted Stock Units
2006 RSU Grant	4,353,490	4,353,490	0	4,353,490	4,353,490	4,353,490	4,353,490	4,353,490
2007 RSU Grant	3,700,106	7,252,059	0	7,252,059	7,252,059	7,252,059	7,252,059	7,252,059
Employment Agreement2	0	17,500,000	0	17,500,000	17,500,000	0	17,500,000	16,331,552
Benefits and Perquisites:
Disability Benefits3	0	0	0	0	0	0	0	1,168,448
Executive Life Insurance4	637,461	637,461	0	637,461	637,461	0	12,500,000	637,461
Tax Gross-up5	550,724	550,724	0	550,724	550,724	0	0	550,724
Financial Planning	10,000	10,000	0	10,000	10,000	0	10,000	10,000
Outplacement Services	0	14,500	0	14,500	14,500	0	0	0
280G Tax Gross-up7	0	0	0	0	0	0	0	0
Total	21,395,060	42,461,513	0	42,461,513	44,273,562	25,560,877	53,758,828	42,447,013

Mr. Barr

Executive Benefits and Payments Upon Termination	Retirement ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Voluntary Termination For Good Reason or Change in Control ($)	Termination For Change in Control ($)	Change in Control Without Termination ($)	Death ($)	Disability ($)
Compensation:
Base Salary	0	0	0	0	0	0	0	0
Short-term Incentive	945,000	945,000	0	945,000	945,000	945,000	945,000	945,000
Long-term Incentives1
Performance Stock Units
2006 PSU Grant	3,481,473	3,481,473	0	3,481,473	4,095,850	4,095,850	3,481,473	3,481,473
2007 PSU Grant	2,663,207	2,663,207	0	2,663,207	3,133,185	3,133,185	2,663,207	2,663,207
Restricted Stock Units
2006 RSU Grant	2,730,581	2,730,581	0	2,730,581	2,730,581	2,730,581	2,730,581	2,730,581
2007 RSU Grant	2,088,950	2,088,950	0	2,088,950	2,088,950	2,088,950	2,088,950	2,088,950
Employment Agreement2	0	10,080,000	0	10,080,000	10,080,000	0	10,080,000	8,361,904
Benefits and Perquisites:
Disability Benefits3	0	0	0	0	0	0	0	1,718,096
Executive Life Insurance4	607,804	607,804	0	607,804	607,804	0	7,350,000	607,804
Tax Gross-up5	525,102	525,102	0	525,102	525,102	0	0	525,102
Financial Planning	10,000	10,000	0	10,000	10,000	0	10,000	10,000
Outplacement Services	0	14,500	0	14,500	14,500	0	0	0
280G Tax Gross-up7	0	0	0	0	0	0	0	0
Total	13,052,117	23,146,617	0	23,146,617	24,230,972	12,993,566	29,349,211	23,132,117

Ms. Toben

Executive Benefits and Payments Upon Termination	Retirement ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Voluntary Termination For Good Reason ($)	Change in Control Without Termination ($)	Death ($)	Disability ($)
Compensation:
Base Salary	0	0	0	0	0	0	0
Short-term Incentive	928,125	928,125	0	928,125	928,125	928,125	928,125
Long-term Incentives1
Performance Stock Units
2006 PSU Grant	3,419,566	3,419,566	0	3,419,566	4,023,019	3,419,566	3,419,566
2007 PSU Grant	2,615,412	2,615,412	0	2,615,412	3,076,956	2,615,412	2,615,412
Restricted Stock Units
2006 RSU Grant	2,682,173	2,682,173	0	2,682,173	2,682,173	2,682,173	2,682,173
2007 RSU Grant	2,051,595	2,051,595	0	2,051,595	2,051,595	2,051,595	2,051,595
Employment Agreement2	0	2,887,500	0	2,887,500	0	1,443,750	0
Benefits and Perquisites:
Disability Benefits3	0	0	0	0	0	0	1,655,246
Executive Life Insurance4	325,048	325,048	0	325,048	0	7,220,000	325,048
Tax Gross-up5	280,820	280,820	0	280,820	0	0	280,820
Financial Planning	10,000	10,000	0	10,000	0	10,000	10,000
Outplacement Services	0	14,500	0	14,500	0	0	0
280G Tax Gross-up7	0	0	0	0	0	0	0
Total	12,312,739	15,214,739	0	15,214,739	12,761,868	20,370,621	13,967,985

Mr. McAdam

Executive Benefits and Payments Upon Termination	Retirement ($)	Involuntary Termination Without Cause ($)	Involuntary Termination For Cause ($)	Voluntary Termination For Good Reason ($)	Change in Control Without Termination ($)	Death ($)	Disability ($)
Compensation:
Base Salary	0	0	0	0	0	0	0
Short-term Incentive	900,000	900,000	0	900,000	900,000	900,000	900,000
Long-term Incentives1
Performance Stock Units
2006 PSU Grant	0	2,901,438	0	2,901,438	3,413,456	2,901,438	2,901,438
2007 PSU Grant	2,536,237	2,536,237	0	2,536,237	2,983,809	2,536,237	2,536,237
Restricted Stock Units
2006 RSU Grant	0	2,275,463	0	2,275,463	2,275,463	2,275,463	2,275,463
2007 RSU Grant	1,989,512	1,989,512	0	1,989,512	1,989,512	1,989,512	1,989,512
Employment Agreement2	0	2,800,000	0	2,800,000	0	1,400,000	0
Benefits and Perquisites:
Disability Benefits3	0	0	0	0	0	0	2,100,469
Executive Life Insurance4	413,466	413,466	0	413,466	0	7,000,000	413,466
Tax Gross-up5	357,207	357,207	0	357,207	0	0	357,207
Financial Planning	10,000	10,000	0	10,000	0	10,000	10,000
Outplacement Services	0	14,500	0	14,500	0	0	0
280G Tax Gross-up7	0	0	0	0	0	0	0
Total	6,206,422	14,197,823	0	14,197,823	11,562,240	19,012,650	13,483,792

1.	The estimated value of the 2006 and 2007 PSU and RSU awards that would have been payable pursuant to the terms of the award agreements upon retirement on December 31, 2007 were calculated using: $43.69, the closing price of Verizon's stock on December 31, 2007; and For PSUs, estimated performance attainment as explained in footnote 1 to the Summary Compensation Table on page 30. If a Change in Control occurs, all of the PSU awards will be immediately payable at their target amount and all RSU awards will be immediately payable.
2.	The employment agreements for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam provide that: If the executive resigns or voluntarily retires, the executive is eligible for a prorated Short-Term Plan award for the year of retirement and vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. PSUs will be paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives. If the executive’s employment is involuntarily terminated without cause, or is terminated as a result of death or disability, or is voluntarily terminated for good reason, the executive will receive the lump-sum cash severance payment provided in the executive’s employment agreement, the ability to exercise outstanding stock options (or, in the case of Mr. McAdam, partnership value appreciation rights) until the earlier of five years after the date of termination or the date on which the option or right expires, and vesting and payment of outstanding Long-Term Plan awards on the regularly scheduled dates. PSUs will be paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives. Good reason is generally defined as a material breach of the executive's employment agreement, a material reduction in the executive's overall compensation opportunities or a change of more than fifty miles in the executive's principal work location. If the executive’s employment is terminated involuntarily without cause following a Change in Control, the executive will generally receive the same benefits as if the executive’s employment were involuntarily terminated without cause. If the executive’s employment is terminated as the result of a disability, the separation benefits under the employment agreement will be offset by amounts payable to the executive under any Company-sponsored disability plan. If the executive’s employment is terminated for cause, he or she will no longer receive any salary or benefits and will forfeit any outstanding stock options and any outstanding PSUs and RSUs. Cause is generally defined as grossly incompetent performance or substantial neglect of duties and responsibilities, fraud, misappropriation or embezzlement, a material breach of Verizon's Code of Conduct, or conviction of any felony. In order to be eligible for the severance benefits provided under the terms of the employment agreement, the executive must execute a release satisfactory to the Company and agree not to compete or interfere with any Verizon business for a period of one year after termination from employment and always to protect Verizon's trade secrets and proprietary information. If either Mr. Strigl’s or Mr. Barr’s employment is involuntarily terminated without cause or as a result of death or disability or is voluntarily terminated for good reason, the executive will receive a lump-sum cash payment equal to two times the sum of his base salary, the short-term incentive opportunity at threshold level and the long-term incentive opportunity at the target level specified in his employment agreement. If either Ms. Toben's or Mr. McAdam's employment is involuntarily terminated without cause or is voluntarily terminated for good reason, the executive will receive a lump-sum cash payment equal to two times the sum of base salary and short-term incentive opportunity at the threshold level. Upon termination due to death or disability, Ms. Toben’s and Mr. McAdam’s agreements provide a benefit equal to the sum of base salary and the short-term incentive opportunity at threshold level.
3.	Assumes that each named executive officer would be immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans. The assumptions used to calculate the value of the disability benefit value include a discount rate of 6.5% and mortality and recovery based on the 1987 National Association of Insurance Commissioners Group Disability Table adjusted by .70 due to the probability of death or recovery from the disability prior to reaching age 65. The qualified portion of the disability benefit for Mr. Seidenberg, Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam is estimated at $335,980, $339,696, $499,492, $481,220 and $610,657, respectively and the nonqualified portion of the benefit is estimated at $819,685, $828,752, $1,218,604, $1,174,026 and $1,489,812, respectively. The executive pays the premium associated with the qualified portion of the benefit.
4.	The value of the executive life insurance benefit represents the total amount that would be payable over the life of the policy to the named executive officer under the executive life insurance program, as explained in footnote 5 to the Summary Compensation Table on page 31. In the event of an assumed death of the named executive officer on December 31, 2007, their beneficiaries would be eligible to receive the life insurance benefit shown.
5.	Represents the tax gross-up associated with the total amount paid to the executive to cover part of the cost of maintaining the policy under the executive life insurance program.
6.	Pursuant to the Company’s corporate aircraft policy, Mr. Seidenberg may request use of a corporate aircraft until the fifth anniversary of his retirement or age 70, whichever is sooner. This value was estimated by averaging the last three years of his personal aircraft usage and multiplying by five.
7.	The employment agreements for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam provide for an excise tax payment and associated tax gross-up to the extent that any Change in Control payment triggers the excise tax provisions under Section 280G of the Internal Revenue Code. The following assumptions were used in the tables to estimate the excise taxes and associated tax gross-ups: PSUs and RSUs were valued at the closing price of $43.69 on December 31, 2007. The PSU and RSU agreements for all participants provide that if a participant is retirement-eligible and he or she retires, the awards vest. A portion of the expected PSU payouts, calculated based on actual results through December 31, 2007, are treated as payments that are accelerated as a result of a Change in Control. The remaining portions of the PSU awards that would be payable upon a Change in Control were included in the 280G calculation in full. Noncompete provisions were assigned a value equal to the lesser of (i) one year of current targeted compensation or (ii) the severance amount, and targeted compensation includes salary, target Short-Term Plan opportunity, target Long-Term Plan opportunity and estimated costs of benefits and perquisites.

2007 Non-Employee Director Compensation

In 2007, each non-employee Director of Verizon received an annual cash retainer of $60,000, and each Committee Chairperson received an additional annual cash retainer of $15,000. Each Director also receives an annual grant of Verizon share equivalents valued at $130,000 on the grant date. No meeting fees are paid if a Director attends a Board or Committee meeting on the day before or the day of a regularly scheduled Board meeting. Each Director who attended a meeting held on any other date received a meeting fee of $1,000.

When a Director joins the Board, he or she receives a one-time grant of 3,000 Verizon share equivalents valued at the closing price on the date that the Director is initially elected to the Board. These stock equivalents are automatically credited to the Director's deferred compensation account, are invested in the Verizon stock fund and are paid in a lump-sum in the year following the year that the Director leaves the Board.

Under the Verizon Executive Deferral Plan for Non-Employee Directors, Directors may defer the receipt of all or part of their annual cash retainer and meeting fees. A Director may elect to invest these amounts in a cash account that earns a return rate equal to the long-term, high-grade corporate bond yield average as published by Moody's Investor Services or in the other investment options available to participants in Verizon's Management Savings Plan.

Director Compensation

Name (a)	Fees Earned or Paid in Cash1 ($) (b)	Stock Awards2 ($) (c)	Option Awards2 ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings3 ($) (f)	All Other Compensation4 ($) (g)	Total ($) (h)
James R. Barker**	51,000	223,785	—	—	6,130	—	280,915
Richard L. Carrión	63,000	223,785	—	—	860	—	287,645
M. Frances Keeth	65,000	181,155	—	—	—	—	246,155
Robert W. Lane	67,000	223,785	—	—	106	—	290,891
Sandra O. Moose*	82,000	223,785	—	—	1,153	—	306,938
Joseph Neubauer*	66,750	223,785	—	—	597	—	291,132
Donald T. Nicolaisen	67,000	220,005	—	—	—	—	287,005
Thomas H. O’Brien*	82,000	223,785	—	—	228	—	306,013
Clarence Otis, Jr.	67,000	216,662	—	—	284	—	283,946
Hugh B. Price	64,000	223,785	—	—	—	—	287,785
Walter V. Shipley**	75,250	223,785	—	—	1,214	—	300,249
John W. Snow	57,000	288,891	—	—	—	—	345,891
John R. Stafford	64,000	223,785	—	—	2,341	—	290,126
Robert D. Storey**	63,000	223,785	—	—	—	—	286,785

*	Denotes a Committee Chairperson.
**	During 2007, Messrs. Barker and Shipley retired from the Board pursuant to the Board’s retirement policy. Until September 2007, Mr. Shipley was the Chairperson of the Human Resources Committee. Mr. Storey is not standing for re-election because he will retire from the Board in May 2008 pursuant to the Board's retirement policy.
1.	This column includes all fees earned in 2007, whether paid in cash or deferred.
2.	This column reflects the 2007 accounting expense incurred by the Company in accordance with SFAS No. 123(R) for the stock awards granted to the Directors. Because the Directors are immediately vested in the awards, the Company is required to include the entire grant date fair value of the 2007 stock awards in this column. In addition, because the outstanding 2007, 2006 and 2005 awards are payable in cash, the Company is required to include in this amount any increase or decrease in the price of Verizon’s stock for 2007 and any dividend equivalents accrued. The 2007 accounting expense is also based on the assumptions described in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2007, as included in the Company’s 2007 Annual Report to Shareowners. The grant date fair value of each Director’s annual stock award was $130,000. The following reflects the aggregate number of stock awards and the aggregate number of option awards outstanding as of December 31, 2007 for each non-employee Director: James R. Barker, 139,199 and 36,123; Richard L. Carrión, 30,021 and 58,195; M. Frances Keeth, 6,967 and 0; Robert W. Lane, 14,171 and 16,600; Sandra O. Moose, 35,345 and 36,123; Joseph Neubauer, 54,663 and 61,125; Donald T. Nicolaisen, 11,880 and 0; Thomas H. O'Brien, 42,615 and 37,933; Clarence Otis, Jr., 11,457 and 0; Hugh B. Price, 28,592 and 51,648; Walter V. Shipley, 29,082 and 55,869; John W. Snow, 6,612 and 0; John R. Stafford, 36,412 and 46,473; Robert D. Storey, 39,985 and 8,619.
3.	This column reflects above-market earnings on nonqualified deferred compensation plans. Non-employee Directors do not participate in any defined benefit pension plan.
4.	Directors who were elected to the Board before 1992 participate in a charitable giving program. Upon the Director’s death, the Company will contribute an aggregate of $500,000 to one or more qualifying charitable or educational organizations designated by the Director. Directors who served as directors of NYNEX Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in ten annual installments commencing when a director retires or attains age 65 (whichever occurs later) or dies. Directors who served as directors of GTE Corporation participate in a similar program for which the aggregate contribution is $1,000,000, payable in five annual installments commencing upon the director's death. The GTE and NYNEX programs are financed through the purchase of insurance on the life of each participant. The charitable giving programs are closed to future participants. In 2007, the cost of maintaining and administering these programs was $112,240.