Proxy Statement
Compensation Tables

Summary Compensation Table

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

Pension Value

 

 

 

 

 

 

 

 

 

and Nonqualified

 

 

 

 

 

 

 

 

Non-Equity

Deferred

 

 

 

 

 

 

Stock

Option

Incentive Plan

Compensation

All Other

 

Name and

Year

Salary

Bonus

Awards1

Awards2

Compensation3

Earnings4

Compensation5

Total

Principal Position

 

($)

($)

($)

($)

($)

($)

($)

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Ivan G. Seidenberg

2008

2,100,000

0

11,365,521

0

3,740,625

420,738

946,754

18,573,638

Chairman & CEO

2007

2,100,000

0

19,198,033

0

4,200,000

203,231

852,312

26,553,576

 

2006

2,100,000

0

13,076,534

0

4,252,500

1,097,288

734,432

21,260,754

Dennis F. Strigl

2008

1,319,231

0

7,075,305

0

1,888,125

122,590

657,410

11,062,661

President & COO

2007

1,250,000

0

14,562,022

0

2,000,000

32,321

615,797

18,460,140

 

2006

1,125,000

0

10,305,507

0

2,148,750

537,778

484,200

14,601,235

William P. Barr*

2008

863,077

0

3,265,948

0

924,469

180,927

10,677,139

15,911,560

Executive Vice President

2007

840,000

0

7,480,222

0

1,008,000

80,990

281,402

9,690,614

 

2006

840,000

0

6,298,436

0

1,020,600

313,774

230,990

8,703,800

Doreen A. Toben

2008

871,154

0

3,323,724

0

1,246,875

149,875

283,183

5,874,811

Executive Vice President & CFO

2007

825,000

0

7,346,677

0

990,000

20,788

282,860

9,465,325

 

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

2008

823,077

0

4,829,516

(696,813)

881,719

1,310,261

288,945

7,436,705

2007

800,000

0

8,507,034

7,210,476

1,032,000

207,429

332,224

18,089,163

 

 

*

Mr. Barr also served as General Counsel of the Company until November 6, 2008.

1

The amounts in this column for 2008 reflect the accounting expense that the Company incurred in 2008 in accordance with Statement of Financial Accounting Standards, or SFAS, No. 123(R) for the outstanding PSU and RSU awards granted to the named executive officers in 2008, 2007 and 2006. The accounting expense is calculated using:

  • The entire grant date fair value of the 2008 awards, assuming that 85% of the 2008 PSU awards will be earned;
  • The change in value of all of the PSU and RSU awards during 2008 based on $33.90, the closing price of Verizon’s common stock on December 31, 2008, and (i) assuming that 85% of the 2007 and 2008 PSU awards will be earned and (ii) using the actual payout of the 2006 PSU awards as described on page 37; and
  • The accrued dividend equivalent units on the outstanding awards (the dividend equivalent units on the PSU awards are paid only to the extent that the associated awards are ultimately paid).

In addition, the accounting expense for Mr. Strigl’s awards includes vesting of one-half of his special 2007 RSU award and for Mr. McAdam’s awards, vesting of one-third of his 2006 PSU and RSU awards. The 2008 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, 2008, as included in the Company’s 2008 Annual Report to Shareowners.

2

The amounts in this column reflect the accounting expense (credit) that the Company incurred in 2008 and 2007 in accordance with SFAS No. 123(R) for cash-settled partnership value appreciation rights previously granted to Mr. McAdam under the 2000 Verizon Wireless Long-Term Incentive Plan. The accounting expense (credit) is based on the assumptions described in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2008, as included in the Company’s 2008 Annual Report to Shareowners.

3

The amounts in this column for 2008 reflect the 2008 Short-Term Plan award paid to the named executive officers in February 2009, as described on page 34.

4

The amounts in this column for 2008 reflect the sum of the change in the actuarial present value for the defined benefit plans and the above-market earnings on nonqualified deferred compensation plans as follows: $97,876 and $322,862 for Mr. Seidenberg; $25,975 and $96,615 for Mr. Strigl; $45,846 and $135,081 for Mr. Barr; $29,456 and $120,419 for Ms. Toben, and $1,299,472 and $10,789 for Mr. McAdam. Verizon’s defined benefit plans were frozen as of June 30, 2006, and Verizon stopped all future benefit accruals under these plans as of that date. All accruals under the Verizon Wireless pension plan were frozen as of December 31, 2006.

5

The following table provides the detail for 2008 compensation reported in the “All Other Compensation” column:

 

 

 

 

 

 

 

 

Taxes

 

 

 

 

 

 

 

 

 

 

Associated

 

 

 

 

 

 

 

Company

Company

Company

with

 

 

 

 

 

 

 

Contributions

Contributions

Contributions

Personal

 

 

 

Personal Use

Personal Use

Financial

 

to the

to the

to the

Travel

 

All Other

 

of Company

of Company

Planning

Personal

Qualified

Nonqualified

Life Insurance

and Life

Employment

Compensation

 

Aircrafta

Vehicleb

Allowancec

Traveld

Savings Plan

Deferral Plan

Benefite

Insurancef

Agreementg

Total

Name

($)

($)

($)

($)

($)

($)

($)

($)

($)

($)

Mr. Seidenberg

143,489

15,462

10,000

0

12,738

491,226

150,057

123,782

0

946,754

Mr. Strigl

138,182

14,496

10,000

0

18,300

246,194

123,522

106,716

0

657,410

Mr. Barr

0

0

10,000

0

12,779

136,575

78,868

58,917

10,380,000

10,677,139

Ms. Toben

2,486

0

9,500

0

13,800

134,436

65,968

56,993

0

283,183

Mr. McAdam

1,495

0

10,000

8,191

18,300

129,757

61,770

59,432

0

288,945

a)

The aggregate incremental cost of the personal use of a Company aircraft is determined by multiplying the total 2008 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 aggregate 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 2008 personal miles by the incremental vehicle cost per mile and (iii) adding the incremental driver cost (the 2008 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 aggregate incremental cost of personal travel is equal to the direct expense 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 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 that 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 his or her short-term incentive opportunity at the threshold level if the executive dies before the earlier of the fifth anniversary of his or her retirement or the date on which the executive reaches age 65, or age 60 in the case of Mr. McAdam. 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 a predecessor company’s 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 a predecessor company’s plan.

f)

For Mr. Seidenberg, Mr. Strigl, Mr. Barr and Ms. Toben, the amount in this column is the tax gross-up associated with the payment they received to cover the executive life insurance premium payment described in footnote e. For Mr. McAdam, the amount in this column is the tax gross-up of $6,067 associated with personal travel, and the tax gross-up of $53,365 associated with the executive life insurance premium payment.

g)

The Company determined that upon his departure on December 31, 2008, Mr. Barr was eligible to receive certain benefits under the terms and conditions of his employment agreement, as described in the Compensation Discussion and Analysis on page 39.

Plan-Based Awards

The following table provides information about the 2008 awards granted under the Short-Term Plan and the Long-Term Plan to each named executive officer.

Grants of Plan-Based Awards

 

 

 

All Other

All Other

 

 

 

 

 

Stock

Option

 

Grant Date

 

 

 

Awards:

Awards:

Exercise

Fair Value

 

 

 

Number

Number of

or Base

of

 

Estimated Future Payouts Under

 

Estimated Future Payouts Under

of Shares

Securities

Price of

Stock and

 

Non-Equity Incentive Plan Awards2

 

Equity Incentive Plan Awards3

of Stock

Underlying

Option

Option

 

Type

Grant

Threshold

Target

Maximum

 

Threshold

Target

Maximum

or Units4

Options

Awards

Awards5

Name

of

Date

($)

($)

($)

 

(#)

(#)

(#)

(#)

(#)

($/Sh)

($)

(a)

Award1

(b)

(c)

(d)

(e)

 

(f)

(g)

(h)

(i)

(j)

(k)

(l)

Mr. Seidenberg

STIP

2,625,000

3,937,500

5,250,000

 

 

 

 

 

 

 

 

 

PSU

2/7/2008

 

 

 

 

177,605

355,210

710,420

 

 

 

13,125,010

Mr. Strigl

STIP

1,325,000

1,987,500

2,650,000

 

 

 

 

 

 

 

 

 

PSU

2/7/2008

 

 

 

 

67,240

134,480

268,960

 

 

 

4,969,036

 

RSU

2/7/2008

 

 

 

 

 

 

 

89,650

 

 

3,312,568

Mr. Barr

STIP

648,750

973,125

1,297,500

 

 

 

 

 

 

 

 

 

PSU

2/7/2008

 

 

 

 

36,875

73,750

147,500

 

 

 

2,725,063

 

RSU

2/7/2008

 

 

 

 

 

 

 

49,170

 

 

1,816,832

Ms. Toben

STIP

875,000

1,312,500

1,750,000

 

 

 

 

 

 

 

 

 

PSU

2/7/2008

 

 

 

 

37,300

74,600

149,200

 

 

 

2,756,470

 

RSU

2/7/2008

 

 

 

 

 

 

 

49,730

 

 

1,837,524

Mr. McAdam

STIP

618,750

928,125

1,237,500

 

 

 

 

 

 

 

 

 

PSU

2/7/2008

 

 

 

 

35,170

70,340

140,680

 

 

 

2,599,063

 

RSU

2/7/2008

 

 

 

 

 

 

 

46,890

 

 

1,732,586

1

These awards are described in the Compensation Discussion and Analysis on pages 32-36.

2

The actual amount awarded was paid in February 2009 and is shown in column (g) of the Summary Compensation Table on page 40.

3

These columns reflect the potential payout range of PSU awards granted in 2008. At the conclusion of the three-year performance cycle, payouts can range from 0% to 200% of the target award based on Verizon’s relative TSR position as compared with the Related Dow Peers, as described in more detail on pages 35-36. PSUs and the applicable dividend equivalents are paid only if Verizon’s relative TSR meets or exceeds threshold performance objectives. When dividends are distributed to shareholders, dividend equivalents are credited on the PSU awards in an amount equal to the dollar amount of dividends on the total number of PSUs credited as of the dividend distribution date and divided by the fair market value of the Company’s common stock. Based on the Company’s most recent quarterly dividend of $0.46 per share, the Company estimates that the named executive officers will receive the following number of additional PSUs in the form of dividend equivalents if Verizon’s relative TSR meets target performance: 63,371 PSUs for Mr. Seidenberg; 23,992 PSUs for Mr. Strigl; 13,157 PSUs for Mr. Barr; 13,309 PSUs for Ms. Toben; and 12,549 PSUs for Mr. McAdam.

4

This column reflects the RSU awards granted in 2008 to the named executive officers. When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends on the total number of RSUs credited as of the dividend distribution date and divided by the fair market value of the Company’s common stock.

5

This column reflects the grant date fair value of each equity award computed in accordance with SFAS No. 123(R) based on the closing price of Verizon’s common stock on February 7, 2008, 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 Vested4
(#)
(i)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested5
($)
(j)

Grant Date

Mr. Seidenberg

608,827

0

0

53.87

1/26/2009

0

 

0

375,383

25,450,967

2/1/2007

 

547,949

0

0

57.22

1/25/2010

0

 

0

370,764

25,137,799

2/7/2008

 

672,750

0

0

41.88

6/30/2010

 

 

 

 

 

 

 

812,371

0

0

54.32

1/10/2011

 

 

 

 

 

 

 

779,251

0

0

47.03

1/23/2012

 

 

 

 

 

 

 

509,427

0

0

37.24

2/2/2013

 

 

 

 

 

 

 

484,690

0

0

35.51

2/3/2014

 

 

 

 

 

 

Mr. Strigl

133,948

0

0

53.87

1/26/2009

175,180

2

5,938,602

134,068

9,089,810

2/1/2007

 

131,507

0

0

57.22

1/25/2010

93,576

 

3,172,226

140,369

9,517,018

2/7/2008

 

414,000

0

0

41.88

6/30/2010

 

 

 

 

 

 

 

253,885

0

0

54.32

1/10/2011

 

 

 

 

 

 

 

259,785

0

0

47.03

1/23/2012

 

 

 

 

 

 

 

219,316

0

0

35.51

2/3/2014

 

 

 

 

 

 

Mr. Barr

83,843

0

0

51.51

2/15/2009

50,460

 

1,710,594

75,685

5,131,443

2/1/2007

 

93,944

0

0

53.97

2/9/2010

51,323

 

1,739,850

76,979

5,219,176

2/7/2008

 

310,500

0

0

41.88

6/30/2010

 

 

 

 

 

 

 

201,411

0

0

54.32

1/10/2011

 

 

 

 

 

 

 

200,169

0

0

47.03

1/23/2012

 

 

 

 

 

 

 

154,939

0

0

37.24

2/2/2013

 

 

 

 

 

 

 

151,834

0

0

35.51

2/3/2014

 

 

 

 

 

 

Ms. Toben

91,079

0

0

53.87

1/26/2009

49,558

 

1,680,016

74,327

5,039,371

2/1/2007

 

85,697

0

0

57.22

1/25/2010

51,908

 

1,759,681

77,867

5,279,383

2/7/2008

 

134,550

0

0

41.88

6/30/2010

 

 

 

 

 

 

 

129,468

0

0

54.32

1/10/2011

 

 

 

 

 

 

 

128,650

0

0

47.03

1/23/2012

 

 

 

 

 

 

 

144,382

0

0

37.24

2/2/2013

 

 

 

 

 

 

 

127,177

0

0

35.51

2/3/2014

 

 

 

 

 

 

Mr. McAdam6

420,863

0

0

13.89

3/31/2014

48,059

 

1,629,200

72,077

4,886,821

2/1/2007

 

 

 

 

 

 

48,943

 

1,659,168

73,420

4,977,876

2/7/2008

1

The 2007 and 2008 RSU awards vest on December 31, 2009 and December 31, 2010, respectively. 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

Mr. Strigl’s RSUs include a special RSU award of 85,801 units which vested on January 31, 2009.

3

The value of these awards was calculated by using a share price of $33.90, the closing price of Verizon’s common stock on December 31, 2008.

4

The 2007 and 2008 PSU awards vest on December 31, 2009 and December 31, 2010, respectively. This column includes accrued dividend equivalents through December 31, 2008 that will be paid to the executive if the awards vest. PSUs and the applicable dividend equivalents are paid to the extent that Verizon’s relative TSR meets or exceeds threshold performance objectives.

5

This column represents the maximum possible award payout for the number of PSUs, including accrued dividend equivalents, and the value of those shares as of December 31, 2008. Under the SEC rules, we are required to report the maximum possible payout if the previous fiscal year’s performance exceeded the target performance, even if by a minimal amount and even if it is unlikely that we will pay the maximum amount. The value of these awards was calculated by using a share price of $33.90, the closing price of Verizon’s common stock on December 31, 2008.

6

Each option award listed for Mr. McAdam represents unexercised cash-settled partnership value appreciation rights granted by Verizon Wireless, his employer on the date the rights were granted. When he exercises these rights he will receive a cash amount equal to the difference between the then current value of the corresponding Verizon Wireless partnership rights over the exercise price for such rights as reported in the table. The Option Awards section of the table shows 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 RSU and PSU awards.

Value Realized from Stock Options and Certain Stock-Based Awards

The following table reports the number of options that the named executive officers exercised in 2008 and the value realized from the vesting of the following stock-based awards:

  • 2006 PSUs that vested on December 31, 2008; and
  • 2006 RSUs that vested on December 31, 2008 for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam.

In 2009, based on the Company’s relative TSR, the Committee approved a payment of 123% of the target number of PSU awards granted for the 2006-2008 performance cycle for all participants, including the named executive officers. Verizon’s TSR ranked in the 62nd percentile when compared to the companies in the S&P 500 Index and in the 61st percentile when compared to the Industry Peers over that same period. For Mr. Seidenberg, the Board approved his 2006 PSU award payment. The values of the 2006 PSU awards for Mr. Seidenberg, Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam were $19,450,690, $6,677,677, $4,188,357, $4,113,876 and $3,490,548, respectively, and the value of the 2006 RSUs for Mr. Strigl, Mr. Barr, Ms. Toben and Mr. McAdam were $3,619,337, $2,270,112, $2,229,879 and $1,891,759, 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

 

0

0

573,767

19,450,690

 

Mr. Strigl

 

0

0

303,747

10,297,014

 

Mr. Barr

 

0

0

190,515

6,458,469

 

Ms. Toben

 

0

0

187,131

6,343,755

1

Mr. McAdam2

 

573,861

9,229,713

158,770

5,382,307

 

1

Ms. Toben deferred 25% of her 2006 RSU award in the amount of $557,470 into the Verizon Executive Deferral Plan described on pages 45-46.

2

Mr. McAdam exercised cash-settled partnership value appreciation rights granted by Verizon Wireless. Upon exercise he received a cash amount equal to the difference between the then current value of the corresponding Verizon Wireless partnership rights over the exercise price of the rights.

Pension Plans

The following table illustrates the actuarial present value as of December 31, 2008 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

43

1,630,337

 

0

 

 

Verizon Excess Pension Plan

4

1,262,552

 

0

Mr. Strigl

 

Verizon Management Pension Plan

20

314,751

 

0

 

 

Verizon Excess Pension Plan

4

591,547

 

0

Mr. Barr

 

Verizon Management Pension Plan

14

340,112

 

0

 

 

Verizon Excess Pension Plan

4

391,898

 

0

Ms. Toben

 

Verizon Management Pension Plan

37

1,354,928

 

0

 

 

Verizon Excess Pension Plan

4

336,523

 

0

Mr. McAdam2

 

Verizon Wireless Retirement Plan - Qualified

25

989,502

 

0

 

 

Verizon Wireless Retirement Plan - Nonqualified

10

1,493,599

 

0

1

The values are 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, 2008, as included in the Company’s 2008 Annual Report to Shareowners. However, in accordance with the requirements for this table, the values are calculated using the executive’s retirement at the earliest age at which he or she can retire without having the retirement benefit reduced under the plan. For Mr. McAdam, the assumptions are generally the same as described above.

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 a predecessor company, 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 employees of the predecessor company 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 the short-term incentive award, up to the IRS qualified plan compensation limit.

The Verizon Excess Pension Plan was the Company’s nonqualified defined benefit retirement plan, and pension benefits for all eligible pay in excess of the IRS limit were provided under this 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. All accruals under the Verizon Wireless pension plan were frozen as of December 31, 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. In 2008, the Verizon Wireless Retirement Plan was amended to recognize eligibility service and age increases for employees who transferred to Verizon Communications on or after January 1, 2001. As a result, Mr. McAdam can continue to accrue service towards an unreduced service pension. 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 the short-term incentive award. No participant under the plan was eligible for cash balance credits under the nonqualified portion of the plan.

Defined Contribution Savings Plans

During 2008, 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 provided they do not exceed the IRS qualified plan compensation limit. Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay that any participant contributes to the Savings Plan. If a participant’s compensation exceeds the IRS compensation limit, he or she can generally contribute additional amounts into the Deferral Plan, and Verizon provides a matching contribution percentage under that plan equal to the matching contribution in the Savings Plan. Under the Deferral Plan, a participant may defer up to 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, such as PSUs and RSUs, 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 whether to make a discretionary matching contribution, the Committee uses the same criteria it uses to determine the short-term incentive award paid to 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 2008, based upon the short-term incentive award being paid at 95% of target, a 1.5% discretionary matching contribution was approved.

An employee may elect to invest these amounts in a hypothetical 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 hypothetical investment options available to all plan participants.

The following table shows the 2008 account activity for each named executive officer and includes each executive’s contributions, Company matching contributions, earnings, withdrawals and distributions and the aggregate balance of his or her total deferral account as of December 31, 2008.

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/
Distributions3

($)
(e)

Aggregate
Balance at
Last FYE3

($)
(f)

Mr. Seidenberg

 

Verizon Executive Deferral Plan

364,200

491,226

(778,924

)

0

 

4,002,265

4

 

 

Verizon Income Deferral Plan

0

0

(2,532,583

)

0

47,059,519

4

Mr. Strigl

 

Verizon Executive Deferral Plan

2,209,035

246,194

355,487

 

0

 

6,203,436

 

 

 

Verizon Income Deferral Plan

0

0

(541,713

)

0

 

7,952,913

 

Mr. Barr

 

Verizon Executive Deferral Plan

98,465

136,575

(18,355

)

0

 

1,321,531

 

 

 

Verizon Income Deferral Plan

0

0

636,486

 

(17,065,130

)

0

 

Ms. Toben

 

Verizon Executive Deferral Plan

2,656,395

134,436

(455,129

)

0

 

6,363,752

 

 

 

Verizon Income Deferral Plan

0

0

(988,864

)

0

 

9,218,171

 

Mr. McAdam

 

Verizon Executive Deferral Plan

97,504

129,757

39,466

 

0

 

1,246,334

 

 

 

Verizon Wireless Executive Deferral Plan

0

0

21,866

 

0

 

354,069

 

 

 

Verizon Wireless Executive Savings Plan

0

0

103,978

 

0

 

1,683,656

 

1

Of the amounts listed in this column, the following amounts are also included in the Summary Compensation Table in columns (c) and (j): for Mr. Seidenberg, $112,200; for Mr. Strigl, $65,354; for Mr. Barr, $37,985; for Ms. Toben, $64,115; and for Mr. McAdam, $35,584.

2

The amounts listed in this column are also included in columns (i) and (j) of the Summary Compensation Table.

3

The aggregate amounts shown in columns (e) and (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 $39,921,311 was reported (1998 to 2008);
  • For Mr. Strigl, a total of $12,978,374 was reported (2001 to 2008);
  • For Mr. Barr, a total of $3,032,111 was reported (2003 to 2008);
  • For Ms. Toben, a total of $11,732,283 was reported (2003 to 2008); and
  • For Mr. McAdam, a total of $234,987 was reported (2008).

4

For Mr. Seidenberg, approximately 35% of his aggregate balance is invested in Verizon share units.

Employment Arrangements Related to Changes in Control

Mr. Seidenberg’s employment agreement expired in 2004 and was not replaced. Accordingly, Mr. Seidenberg is not eligible for a cash separation payment 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 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. No PSUs will be paid unless 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;
  • 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:

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

Severance and Change in Control Benefits

The following tables show the specific payments that would have been made to the named executive officers if a termination, death, disability or a Change in Control had occurred on December 31, 2008. The footnotes to these tables appear on pages 50-51 following the tables.

The following tables do not include amounts payable upon termination for pension benefits and accrued balances under any nonqualified deferred compensation plan. Those benefits are described above in the Pension Benefits and Nonqualified Deferred Compensation tables on pages 44 and 46, respectively.

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

 

 

 

 

 

 

 

2007 PSU Grant

10,816,661

10,816,661

0

NA

12,725,484

10,816,661

10,816,661

2008 PSU Grant

10,683,565

10,683,565

0

NA

12,568,900

10,683,565

10,683,565

Employment Agreement

NA

NA

NA

NA

NA

NA

NA

Benefits and Perquisites:

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

NA

0

0

1,041,926

Executive Life Insurance4

2,289,166

2,289,166

0

NA

0

10,051,001

2,289,166

Tax Gross-up5

1,977,686

1,977,686

0

NA

0

0

1,977,686

Financial Planning

10,000

10,000

0

NA

0

10,000

10,000

Aircraft Usage6

783,150

783,150

0

NA

0

0

0

280G Tax Gross-up

NA

NA

NA

NA

NA

NA

NA

Total

30,497,728

30,497,728

0

NA

29,231,884

35,498,727

30,756,504

Mr. Strigl

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without
Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason
($)

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

1,987,500

1,987,500

0

1,987,500

1,987,500

1,987,500

1,987,500

1,987,500

Long-term Incentives1

 

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

 

2007 PSU Grant

3,863,169

3,863,169

0

3,863,169

4,544,905

4,544,905

3,863,169

3,863,169

2008 PSU Grant

4,044,733

4,044,733

0

4,044,733

4,758,509

4,758,509

4,044,733

4,044,733

Restricted Stock Units

 

 

 

 

 

 

 

 

2007 RSU Grant

5,938,602

5,938,602

0

5,938,602

5,938,602

5,938,602

5,938,602

5,938,602

2008 RSU Grant

3,172,226

3,172,226

0

3,172,226

3,172,226

3,172,226

3,172,226

3,172,226

Employment Agreement2

0

18,550,000

0

18,550,000

18,550,000

0

18,550,000

17,502,946

Benefits and Perquisites:

 

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

0

1,047,054

Executive Life Insurance4

575,896

575,896

0

575,896

575,896

0

13,250,000

575,896

Tax Gross-up5

497,535

497,535

0

497,535

497,535

0

0

497,535

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

20,089,661

38,654,161

0

38,654,161

40,049,673

20,401,742

50,816,230

38,639,661

Mr. Barr 8

Executive Benefits and
Payments
Upon Termination

Retirement
($)

Involuntary
Termination
Without
Cause
($)

Involuntary
Termination
For Cause
($)

Voluntary
Termination
For Good
Reason
($)

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

973,125

973,125

0

973,125

973,125

973,125

973,125

973,125

Long-term Incentives1

 

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

 

2007 PSU Grant

2,180,863

2,180,863

0

2,180,863

2,565,722

2,565,722

2,180,863

2,180,863

2008 PSU Grant

2,218,150

2,218,150

0

2,218,150

2,609,588

2,609,588

2,218,150

2,218,150

Restricted Stock Units

 

 

 

 

 

 

 

 

2007 RSU Grant

1,710,594

1,710,594

0

1,710,594

1,710,594

1,710,594

1,710,594

1,710,594

2008 RSU Grant

1,739,850

1,739,850

0

1,739,850

1,739,850

1,739,850

1,739,850

1,739,850

Employment Agreement2

0

10,380,000

0

10,380,000

10,380,000

0

10,380,000

8,817,391

Benefits and Perquisites:

 

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

0

1,562,609

Executive Life Insurance4

577,508

577,508

0

577,508

577,508

0

7,570,104

577,508

Tax Gross-up5

450,086

450,086

0

450,086

450,086

0

0

450,086

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

9,860,176

20,254,676

0

20,254,676

21,030,973

9,598,879

26,782,686

20,240,176

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

1,312,500

1,312,500

0

1,312,500

1,312,500

1,312,500

1,312,500

Long-term Incentives1

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

2007 PSU Grant

2,141,732

2,141,732

0

2,141,732

2,519,685

2,141,732

2,141,732

2008 PSU Grant

2,243,737

2,243,737

0

2,243,737

2,639,691

2,243,737

2,243,737

Restricted Stock Units

 

 

 

 

 

 

 

2007 RSU Grant

1,680,016

1,680,016

0

1,680,016

1,680,016

1,680,016

1,680,016

2008 RSU Grant

1,759,681

1,759,681

0

1,759,681

1,759,681

1,759,681

1,759,681

Employment Agreement2

0

3,500,000

0

3,500,000

0

1,750,000

248,054

Benefits and Perquisites:

 

 

 

 

 

 

 

Disability Benefits3

0

0

0

0

0

0

1,501,946

Executive Life Insurance4

347,900

347,900

0

347,900

0

8,750,000

347,900

Tax Gross-up5

300,562

300,562

0

300,562

0

0

300,562

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

9,796,128

13,310,628

0

13,310,628

9,911,573

19,647,666

11,546,128

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

928,125

928,125

0

928,125

928,125

928,125

928,125

Long-term Incentives1

 

 

 

 

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

2007 PSU Grant

2,076,899

2,076,899

0

2,076,899

2,443,410

2,076,899

2,076,899

2008 PSU Grant

2,115,597

2,115,597

0

2,115,597

2,488,938

2,115,597

2,115,597

Restricted Stock Units

 

 

 

 

 

 

 

2007 RSU Grant

1,629,200

1,629,200

0

1,629,200

1,629,200

1,629,200

1,629,200

2008 RSU Grant

1,659,168

1,659,168

0

1,659,168

1,659,168

1,659,168

1,659,168

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

1,992,791

Executive Life Insurance4

365,174

365,174

0

365,174

0

7,220,000

365,174

Tax Gross-up5

315,486

315,486

0

315,486

0

0

315,486

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

9,099,649

12,001,649

0

12,001,649

9,148,841

17,082,739

11,092,440

1

The estimated value of the 2007 and 2008 PSU and RSU awards that would have been payable pursuant to the terms of the award agreements upon retirement on December 31, 2008 was calculated using:

  • $33.90, the closing price of Verizon’s stock on December 31, 2008; and

  • For PSUs, the estimated level of performance as explained in footnote 1 to the Summary Compensation Table on page 40.

If a Change in Control occurs, all of the PSU awards, including dividend equivalent units accrued to date, will be immediately payable at their target amount and all RSU awards, including dividend equivalent units accrued to date, will be immediately payable.

2

The employment agreements for Mr. Strigl, Ms. Toben and Mr. McAdam provide that:

  • Because all of these executives are retirement eligible, they are 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 payable the first business day that occurs six months after separation from service, 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 50 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 as described above.

  • 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.

Mr. Barr’s agreement contained the same provisions.

Mr. Strigl’s agreement provides that if he is involuntarily terminated without cause or as a result of death or disability or is voluntarily terminated for good reason, he 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. Mr. Barr’s agreement contained the same provisions. 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 their current 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 include a discount rate of 6.75% 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 $307,254, $308,767, $460,799, $442,910 and $587,656, respectively, and the nonqualified portion of the benefit is estimated at $734,672, $738,287, $1,101,810, $1,059,036 and $1,405,135, respectively. In order to receive the nonqualified portion of the disability benefit, the executive must pay 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 41. In the event of the death of the named executive officer on December 31, 2008, his or her beneficiaries would have been 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 cost of his personal aircraft usage over the last three years and multiplying by five.

7

The employment agreements for Mr. Strigl, 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 4999(a) of the Code. Mr. Barr’s agreement contained the same provisions. The following assumptions were used in the tables to estimate the executive excise taxes and associated tax gross-ups:

  • PSUs and RSUs were valued at the closing price of $33.90 on December 31, 2008.

  • The PSU and RSU agreements for all participants (with the exception of Mr. Strigl’s special award granted in 2007) provide that if a participant is retirement eligible and he or she retires, the awards vest.

  • A portion of the expected 2007 PSU payouts, calculated based on actual results through December 31, 2008, are treated as payments that are accelerated as a result of a Change in Control. The remaining portions of the 2007 and 2008 PSU awards that would be payable upon a Change in Control were included in full under the calculation required under Section 280G of the Code.

  • Noncompete provisions were assigned a value equal to the lesser of (i) one year of 2008 targeted compensation or (ii) the severance amount. Targeted compensation includes salary, target Short-Term Plan opportunity, target Long-Term Plan opportunity and estimated costs of benefits and perquisites.

8

The Company determined that under the terms and conditions of his employment agreement, upon his departure on December 31, 2008, Mr. Barr was entitled to receive a separation payment of $10,380,000, which will be payable to Mr. Barr on or about July 1, 2009. In addition, Mr. Barr was eligible for and received a Short-Term Plan award payment for 2008 and financial planning services.

Non-Employee Director Compensation

In 2008, each non-employee Director of Verizon received an annual cash retainer of $85,000, and each Committee Chairperson received an additional annual cash retainer of $15,000, with the exception of the Audit Committee Chairperson who received an additional $25,000 annual cash retainer. Each Director also received an annual grant of Verizon share equivalents valued at $130,000 on the grant date. No meeting fees were paid if a Director attended 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 $2,000.

A new Director who joins the Board 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.

All share equivalents are automatically credited to the Director’s deferred compensation account, invested in a hypothetical Verizon stock fund and 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 all or part of their annual cash retainer and meeting fees. A Director may elect to invest these amounts in a hypothetical 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 hypothetical 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)

Richard L. Carrión

93,000

26,709

0

4,773

124,482

M. Frances Keeth

101,000

69,363

0

0

170,363

Robert W. Lane

101,000

26,709

0

1,467

129,176

Sandra O. Moose*

110,000

26,709

0

5,137

141,846

Joseph Neubauer*

108,000

26,709

0

0

134,709

Donald T. Nicolaisen

101,000

30,491

0

0

131,491

Thomas H. O’Brien*

126,000

26,709

0

1,015

153,724

Clarence Otis, Jr.

101,000

33,836

0

2,258

137,094

Hugh B. Price

93,000

26,709

0

67

119,776

John W. Snow

93,000

72,169

0

0

165,169

John R. Stafford

93,000

26,709

0

11,371

131,080

Robert D. Storey**

46,500

26,709

0

0

73,209

*

Denotes a Committee Chairperson.

**

Mr. Storey retired from the Board in May 2008 pursuant to the Board’s retirement policy.

1

This column includes all fees earned in 2008, whether paid in cash or deferred. Mr. Storey’s cash retainer was pro-rated for the period of time that he served as a Director.

2

This column reflects the 2008 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 2008 stock awards in this column. In addition, because the outstanding 2008, 2007, 2006 and 2005 awards are payable in cash, the Company is required to include in this amount changes in the value of these awards attributable to any increase or decrease in the price of Verizon’s stock during 2008 and any dividend equivalents accrued. The 2008 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, 2008, as included in the Company’s 2008 Annual Report to Shareowners. The grant date fair value of each Director’s 2008 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, 2008 for each person who served as a non-employee Director during 2008: Richard L. Carrión, 35,356 and 58,195; M. Frances Keeth, 11,025 and 0; Robert W. Lane, 18,628 and 16,600; Sandra O. Moose, 40,975 and 36,123; Joseph Neubauer, 64,419 and 55,950; Donald T. Nicolaisen, 16,210 and 0; Thomas H. O’Brien, 48,647 and 35,863; Clarence Otis, Jr., 15,764 and 0; Hugh B. Price, 33,848 and 46,473; John W. Snow, 10,651 and 0; John R. Stafford, 42,105 and 46,473; Robert D. Storey, 45,871 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 10 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 2008, the cost of maintaining and administering these programs was $112,241.