Proxy Statement
Election of Directors (Item 1 on Proxy Card)

All of the members of the Board of Directors are elected annually. The Board currently consists of 12 members. In the future the Board may increase or decrease the size of the Board.

The Board has nominated the 12 candidates listed below for election as Directors. Information about each candidate as of March 4, 2009 is set forth below. All of these candidates currently serve as Directors of Verizon. Each candidate has consented to stand for election, and we do not anticipate that any candidate will be unavailable to serve. However, if any candidate should become unavailable before the election, the proxy committee will vote the shares it represents for a substitute named by the Board.

Verizon’s bylaws require Directors to be elected by a majority of the votes cast. Each candidate has submitted an irrevocable letter of resignation that will be considered by the Board if that candidate fails to receive a majority of the votes cast.

The Board of Directors recommends that you vote FOR each of the following candidates:

RICHARD L. CARRION

RICHARD L. CARRIÓN

Mr. Carrión, 56, is Chairman, President and Chief Executive Officer of Popular, Inc. and Chairman and Chief Executive Officer of Banco Popular de Puerto Rico, a financial services company. Mr. Carrión has been a Director since 1997 and was a director of NYNEX Corporation from 1995 to 1997. Mr. Carrión is also a class A director of the Federal Reserve Bank of New York.

Member of the Corporate Governance and Policy Committee and Human Resources Committee

M. FRANCES KEETH

M. FRANCES KEETH

Ms. Keeth, 62, was Executive Vice President of Royal Dutch Shell plc, an energy company, from January 2005 to December 2006. Prior to that, she was the President and Chief Executive Officer of Shell Chemical LP and Executive Vice President, Customer Fulfillment of Shell Chemicals. Ms. Keeth has been a Director since December 2006. She is also a director of Arrow Electronics, Inc. and Peabody Energy Corporation.

Member of the Audit Committee and Corporate Governance and Policy Committee

ROBERT W. LANE

ROBERT W. LANE

Mr. Lane, 59, is Chairman and Chief Executive Officer of Deere & Company, an equipment manufacturer. Mr. Lane has been a Director since 2004. He is also a director of General Electric Company.

Member of the Audit Committee and Human Resources Committee

SANDRA O. MOOSE

SANDRA O. MOOSE

Dr. Moose, 67, is President of Strategic Advisory Services LLC, a consulting firm. She is a retired Senior Vice President and director of The Boston Consulting Group, Inc. Dr. Moose has been a Director since 2000 and was a director of GTE Corporation from 1978 to 2000. She is also a director of Rohm and Haas Company and The AES Corporation and Chairman of the Board of Natixis Advisor Funds and Loomis Sayles Funds.

Presiding Director, Chairperson of the Corporate Governance and Policy Committee and Member of the Audit Committee

JOSEPH NEUBAUER

JOSEPH NEUBAUER

Mr. Neubauer, 67, is Chairman and Chief Executive Officer of ARAMARK Holdings Corporation, a services management company. He was Chairman and Chief Executive Officer of ARAMARK Corporation until January 2007. Mr. Neubauer has been a Director since 1995. He is also a director of Macy’s, Inc.

Chairperson of the Human Resources Committee

DONALD T. NICOLAISEN

DONALD T. NICOLAISEN

Mr. Nicolaisen, 64, was Chief Accountant of the United States Securities and Exchange Commission from 2003 to 2005. Prior to that, he was a Partner of PricewaterhouseCoopers. Mr. Nicolaisen has been a Director since 2005. He is also a director of MGIC Investment Corporation, Morgan Stanley and Zurich Financial Services.

Member of the Audit Committee and Corporate Governance and Policy Committee

THOMAS H. O'BRIEN

THOMAS H. O’BRIEN

Mr. O’Brien, 72, was Chairman and Chief Executive Officer of The PNC Financial Services Group, Inc. and PNC Bank, N.A., financial services companies. Mr. O’Brien has been a Director since 1987. He is also a director of BlackRock, Inc. and Confluence Technologies, Inc.

Chairperson of the Audit Committee

CLARENCE OTIS, JR.

CLARENCE OTIS, JR.

Mr. Otis, 52, has been Chairman of Darden Restaurants, Inc., a restaurant holding company, since December 2005 and Chief Executive Officer since December 2004. Prior to that, he was Executive Vice President of Darden Restaurants, Inc. from March 2002 to November 2004, and President of Smokey Bones Barbeque & Grill from December 2002 to November 2004. Mr. Otis has been a Director since 2006. He is also a director of VF Corporation.

Member of the Audit Committee and Human Resources Committee

HUGH B. PRICE

HUGH B. PRICE

Mr. Price, 67, is Visiting Professor and Lecturer at the Woodrow Wilson School of Public and International Affairs, Princeton University, a research university, and Non-Resident Senior Fellow at The Brookings Institution, an independent research and policy institute. He was Senior Advisor of DLA Piper U.S. LLP from 2003 to 2005 and, prior to that, President and Chief Executive Officer of the National Urban League. Mr. Price has been a Director since 1997 and was a director of NYNEX Corporation from 1995 to 1997. He is also a director of Metropolitan Life, Inc. and Metropolitan Life Insurance Company.

Member of the Corporate Governance and Policy Committee

IVAN G. SEIDENBERG

IVAN G. SEIDENBERG

Mr. Seidenberg, 62, is Chairman and Chief Executive Officer of Verizon Communications Inc. Mr. Seidenberg has been a Director since 1997 and was a director of NYNEX Corporation from 1991 to 1997.

JOHN W. SNOW

JOHN W. SNOW

Dr. Snow, 69, is President of JWS Associates, LLC, a consulting firm. He served as the United States Secretary of the Treasury from February 2003 to June 2006 and, prior to that, was the Chairman and Chief Executive Officer of CSX Corporation. Dr. Snow has been a Director since 2007 and was a Director from 2000 to 2003. He was a director of GTE Corporation from 1998 to 2000. He is the non-executive Chairman of Cerberus Capital Management, L.P. and a director of Marathon Oil Corporation.

Member of the Corporate Governance and Policy Committee and Human Resources Committee

JOHN R. STAFFORD

JOHN R. STAFFORD

Mr. Stafford, 71, was Chairman of the Board and Chief Executive Officer of Wyeth, a pharmaceutical company. Mr. Stafford has been a Director since 1997 and was a director of NYNEX Corporation from 1989 to 1997. He is also a director of Honeywell International Inc.

Member of the Human Resources Committee