[The Association of BellTel Retirees has posted the following revised letter on its website, www.belltelretirees.org.]

March 2015

THIS LETTER IS INTENDED FOR VERIZON SHAREOWNERS ONLY

This letter is for our members who own Verizon stock. If you do not own Verizon stock, please pass this on to anyone you know who owns Verizon stock. Jack Cohen, the Chairman of the Association s Board, introduced the Severance Approval Policy proposal described below.

If you have not received your Verizon proxy info by April 9th, contact your broker or call Computershare Trust Company at 1 - 800 - 631 - 2355. PLEASE DO NOT RETURN PROXY CARDS to the Association of BellTel Retirees.

DEAR FELLOW ASSOCIATION MEMBER:

We urge you to vote FOR Item 6 and AGAINST Item 3 on Verizon s proxy card for the upcoming Annual Meeting, scheduled to be held May 7 in Minneapolis, Minnesota:

Item 6: Vote FOR the Severance Approval Policy for Excessive Golden Parachutes

While we support generous performance - based pay, we believe that requiring shareholder approval of golden parachute severance packages with a total cost exceeding 2.99 times an executive s base salary plus target bonus is a prudent policy that will better align compensation with shareholder interests.

According to the 2015 Proxy Statement (table, page 61), if CEO Lowell McAdam terminates without cause following a change in control, or is terminated without cause at any time, he would receive an estimated $ 37.3 million in termination payments, more than seven (7) times his 2014 base salary plus target short - term bonus. He would also receive a $37.3 million payout for termination due to disability or death. Even if he voluntarily retires he would receive an estimated termination payout of $22.2 million in addition to pension plan accumulations valued at $2.7 million (Proxy, table page 53) .

Similarly, CFO Francis Shammo and Executive Vice President Daniel Mead would receive an estimated $ 12.8 and $ 14.8 million, respectively, for any involuntary termination without cause following a change in control more than six (6) times their 2014 base salary plus target short - term bonus (2015 Proxy, page 47, 61). Shammo and Mead can also receive an estimated payout of $8.7 and $10.1 million, respectively, for termination due to retirement, death or disability.

These estimated termination payments are in addition to compensation that is earned prior to termination, including pension savings plans, deferred compensation plans, and executive life insurance benefits, which each pay out millions more.

A decade ago, after a shareholder proposal on Golden Parachutes sponsored by our Association received support from 59% of the shares voted, Verizon adopted a policy to seek shareholder approval for severance with a cash value in excess of 2.99 times salary plus target bonus. But this left a huge loophole, in our view: The Company policy excludes the value of the accelerated vesting of performance shares (PSUs) and of restricted stock (RSUs), including accrued dividends, from the total cost calculation that would trigger the need for shareholder ratification (2015 Proxy, page 46) .

Because PSUs and RSUs are not vested or earned prior to termination, they are disclosed as termination payments in the Proxy. If a senior executive terminates after a change in control, all

outstanding PSUs immediately vest at target level performance (Proxy at pp. 45 and 60) . Had the executive not terminated, the PSUs would not have vested or paid out until the end of the performance period (up to 3 years later) and could potentially have been worthless if performance compared badly to the Related Dow Peer index and free cash flow metric used by the Board.

For example, if CEO McAdam terminated next month after a change in control, the PSU grant for the 2014 - 2016 performance cycle would vest at the target level ($ 5.0 million as of 12/31/14) regardless of the company s performance. The RSUs ( $ 4.9 million as of 12/31/14) would also immediately vest, with the payout based on the price of Verizon s stock at the end of the performance period (Proxy, page 50) .

We believe our Company s severance approval policy should be updated to include the total cost of termination payments, including the estimated value of accelerated vesting of RSUs and PSUs that otherwise would not have been earned or vested until after the executive s termination.

Item 3: Vote AGAINST Approving the Executive Compensation Package

We urge you to use your say on pay to send a message that requiring shareholder approval of windfall severance benefits (Item 6, above) and adopting more challenging pay - for - performance thresholds for Performance Stock Units (PSUs) are reforms needed to align executive pay with shareholder interests.

The case for executive compensation changes at Verizon is compelling in our view:

" Verizon s Performance Stock Unit program provides significant payouts (32% of target) for below-median performance as low as the 27 th percentile among the Dow Peer index selected by the Board and even if total shareholder return is negative. Executive officers receive 102% of target for relative total share return (TSR) as low as the 56 th percentile (2015 Proxy, page 41) .

" Verizon s nonqualified retirement saving plan continues to offer more generous benefits to senior executives than to rank-and-file managers and employees. For example, CEO

McAdam received $461,000 in company contributions to the nonqualified plan in 2014, plus $45,700 in above-market earnings on his nonqualified plan assets. (Compensation Tables, pp. 47-48).

Please Vote Your Proxy Card FOR Item 6 and AGAINST Item 3 .

Sincerely yours,

John M. Brennan

John M. Brennan

President & Executive Director

(This letter corrects an earlier version that was sent to members that referred in the first bullet point under Item 3 to the 44 th percentile. It should have read 56 th percentile. )

The  cost of this letter is being  borne  entirely by the  Association  of BellTel Retirees Inc. This is not a solicitation. Please do   not send your  proxy card to the Association.