Exhibit 4.1

VERIZON GLOBAL FUNDING CORP.,
Issuer

VERIZON COMMUNICATIONS, INC.,
Parent

and

WACHOVIA BANK, N.A.

(formerly known as First Union National Bank), Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of September 29, 2004

TO

INDENTURE

Dated as of December 1, 2000

SECOND SUPPLEMENTAL INDENTURE, dated as of September 29, 2004, among VERIZON GLOBAL FUNDING CORP., a corporation duly incorporated and existing under the laws of Delaware and having its principal office at 3900 Washington Street, 2nd Floor, Wilmington, Delaware, 19802 (hereinafter referred to as the "Company"), VERIZON COMMUNICATIONS INC., a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 1095 Avenue of the Americas, New York, New York (hereinafter referred to as the "Parent"), and WACHOVIA BANK, N.A. (formerly known as First Union National Bank), a banking association organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee") under the Indenture dated as of December 1, 2000, among the Company, the Parent and the Trustee (hereinafter referred to as the "Original Indenture"), as supplemented by the First Supplemental Indenture dated as of May 15, 2001 (hereinafter referred to the "First Supplemental Indenture"). The Original Indenture, as supplemented by the First Supplemental Indenture, is hereinafter referred to as the "Indenture." All capitalized terms used herein and not defined shall have the meaning set forth in the Indenture, but in the event of a conflict between any definition set forth in the Indenture and any definition set forth in this Second Supplemental Indenture, the definition set forth in this Second Supplemental Indenture shall control.

RECITALS

WHEREAS, the Company has previously issued its Zero-Coupon Convertible Notes due 2021 pursuant to Indenture (the "Notes");

WHEREAS, in accordance with clause (12) of Section 901 of the Original Indenture, the Company, the Parent and the Trustee may enter into one or more supplemental indentures to the Original Indenture without the consent of the Holders of Securities to, among other things, surrender any right or power therein conferred upon the Company or Parent;

WHEREAS, the Company desires to irrevocably surrender its right to elect to make payment of the purchase price of the Notes tendered to the Company at the option of the Holder with shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock; and

WHEREAS, the Company and the Parent have determined that the requirements of the Indenture have been satisfied and have requested the Trustee to join with them in the execution and delivery of this Second Supplemental Indenture; all requirements necessary to make this Second Supplemental Indenture a valid instrument in accordance with its terms have been met; and the execution and delivery hereof have been in all respects duly authorized.

NOW, THEREFORE, for good and valuable consideration the sufficiency of which is hereby acknowledged, the Company and the Parent covenant and agree with the Trustee as follows:

The Company hereby irrevocable surrenders its right, set forth in Section 1107 of the Indenture (which applies only to the Notes pursuant to Section 2.03 of the First Supplemental

Indenture), to elect that payment of the Purchase Price of Securities to be purchased on any Purchase Date pursuant to Paragraph 6 of the Securities be made in shares of Parent Company Common Stock or in any combination of cash and shares of Parent Common Stock; and as a result of the surrender of rights set forth herein, the Purchase Price of Securities in respect of which a Purchase Notice pursuant to Section 1107(a) has been given shall be paid by the Company with cash equal to the aggregate Purchase Price of such Securities.

* * *

This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Second Supplemental Indenture forms a part thereof. The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Nothing in this Second Supplemental Indenture or in the Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders (to the extent specified herein or therein) any benefit or any legal or equitable right, remedy or claim under this Second Supplemental Indenture.

This Second Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

* * *

IN WITNESS WHEREOF, the undersigned being duly authorized, have executed this Second Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.

VERIZON GLOBAL FUNDING CORP.

                                          By:        /s/ Janet M. Garrity
                                                --------------------------------
                                                Name:  Janet M. Garrity
                                                Title:  President and Treasurer
Attest:

   /s/ Jane A. Schapker
-----------------------------
Name:  Jane A. Schapker
Title:  Secretary

VERIZON COMMUNICATIONS INC.

                                          By:         /s/ William F. Heitmann
                                                --------------------------------
                                                Name:  William F. Heitmann
                                                Title:  Senior Vice President
                                                        and Treasurer

Attest:

   /s/ Jane A. Schapker
-----------------------------
Name:  Jane A. Schapker
Title:  Assistant Secretary

WACHOVIA BANK, N.A.

                                          By:     /s/ C. Hromych
                                                -------------------------------
                                          Name:  C. Hromych
                                          Title: Vice President

Attest:

   /s/ Stacy L. Mitchell
-----------------------------
Title:  AVP

(SEAL)

Exhibit 4.2

VERIZON COMMUNICATIONS INC.,
Successor Company and Parent

and

WACHOVIA BANK, NATIONAL ASSOCIATION

(formerly known as First Union National Bank), Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of February 1, 2006

TO

INDENTURE

Dated as of December 1, 2000

THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 2006 (hereinafter referred to as the "Third Supplemental Indenture"), by and between VERIZON COMMUNICATIONS INC., a corporation duly organized and existing under the laws of Delaware and having an executive office at One Verizon Way, Basking Ridge, New Jersey 07920 (hereinafter referred to (i) in its capacity as successor in interest to the Predecessor Company (as defined below) as the "Successor Company" and (ii) in its capacity as a party to the Original Indenture referred to below, as "Parent"), and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as the First Union National Bank), a banking association organized and existing under the laws of the United States of America, as trustee (hereinafter referred to as the "Trustee"), under the Indenture dated as of December 1, 2000, among VERIZON GLOBAL FUNDING CORP., formerly a wholly-owned subsidiary of Parent organized and existing under the laws of Delaware and having its principal executive office at 3900 Washington Street, 2nd Floor, Wilmington, Delaware 19802 (hereinafter referred to as the "Predecessor Company"), Parent and the Trustee (hereinafter referred to as the "Original Indenture"), as supplemented by the First Supplemental Indenture dated as of May 15, 2001 (hereinafter referred to as the "First Supplemental Indenture") and as further supplemented by the Second Supplemental Indenture dated as of September 29, 2004 (hereinafter referred to as the "Second Supplemental Indenture). The Original Indenture, as supplemented by the First Supplemental Indenture and as further supplemented by the Second Supplemental Indenture, is hereinafter referred to as the "Indenture."

RECITALS

WHEREAS, the Successor Company has filed a Certificate of Ownership and Merger, merging the Predecessor Company into the Successor Company, with the Secretary of State of the State of Delaware on February 1, 2006 (the "Merger Certificate") whereby the Predecessor Company merged with and into the Successor Company (the "Merger"), pursuant to resolutions adopted by the Board of Directors of the Successor Company set forth in the Merger Certificate, resulting in the Successor Company becoming the successor and obligor on all Securities issued under the Indenture and all of the Predecessor Company's obligations under the Indenture;

WHEREAS, pursuant to clause (1) of Section 801 of the Original Indenture, the Successor Company as successor to the Predecessor Company desires to expressly assume, by a supplemental indenture, executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities issued under the Indenture and any related coupons and the performance of every covenant of the Indenture on the part of the Predecessor Company to be performed or observed;

WHEREAS, the Predecessor Company and Parent are each party to a Support Agreement, dated as of October 31, 2000 (the "Support Agreement"), pursuant to which Parent has agreed with the Predecessor Company, subject to the terms thereof, to, among other things, provide the Predecessor Company funds in order to assure the Predecessor Company's ability to make timely payment of principal and interest and premium, if any, on the Securities, and a Share Contribution Agreement, dated as of May 15, 2001 (the "Share Contribution Agreement"), relating to the Predecessor Company's Zero-Coupon Convertible Notes due 2021 (the "Convertible Notes"), issued pursuant to the First Supplemental Indenture and modified pursuant

to the Second Indenture and constituting one of the series of Securities issued under the Indenture;

WHEREAS, the Indenture contemplates that the Support Agreement would be endorsed on the Securities of all series issued under the Indenture and that the Holders of the Securities and the Trustee would be entitled to the benefits of the Support Agreement and that the Share Contribution Agreement would be endorsed on the Convertible Notes; and that Holders of the Convertible Notes and the Trustee would be entitled to the benefits of the Share Contribution Agreement;

WHEREAS, the merger of the Predecessor Company into Parent and the assumption by Parent of all obligations of the Predecessor Company under the Indenture obviate the need for either the Support Agreement or the Share Contribution Agreement in order to protect the interests of the Holders of the Securities;

WHEREAS, the Successor Company desires to amend the Indenture and the Securities in order to eliminate references to Parent, the Support Agreement and the Share Contribution Agreement;

WHEREAS, in accordance with Section 901 of the Original Indenture, Verizon Communications Inc. (as Successor Company and Parent) and the Trustee may enter into supplemental indentures to the Indenture without the consent of the Holders of Securities to, among other things, (i) evidence the succession of another corporation to the Predecessor Company, and the assumption by any successor of the covenants of the Predecessor Company in the Indenture and in the Securities and (ii) cure any ambiguity, to correct or supplement any provision which may be defective or inconsistent, or to make such other provisions with respect to matters or questions arising under the Indenture, provided such action shall not adversely affect the interests of the Holders of the Securities of any particular series in any material respect;

WHEREAS, the Successor Company has determined that the requirements of the Indenture have been satisfied and has requested the Trustee to join it in the execution and delivery of this Third Supplemental Indenture; all requirements necessary to make this Third Supplemental Indenture a valid instrument in accordance with its terms have been met; and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, for good and valuable consideration the sufficiency of which is hereby acknowledged, Verizon Communications Inc., in its capacity as Successor Company hereunder and in its capacity as Parent under the Original Indenture, covenants and agrees with the Trustee as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.01. Definition of Terms.

For all purposes of this Third Supplemental Indenture:

(a) capitalized terms used herein without definition shall have the meanings specified in the Indenture;

(b) all references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Indenture;

(c) the terms "herein", "hereof", "hereunder" and other words of similar import refer to this Third Supplemental Indenture; and

(d) in the event of a conflict between any definition set forth in the Indenture and any definition set forth in this Third Supplemental Indenture, the definition set forth in this Third Supplemental Indenture shall control.

ARTICLE TWO

ASSUMPTION OF OBLIGATIONS, MODIFICATION OF DEFINITIONS
AND AMENDMENT OF THE INDENTURE

SECTION 2.01. Assumption of Predecessor Company Obligations.

As a result of the Merger, the Successor Company will become the successor obligor under the Indenture and the Securities and, effective as of the date of the consummation of the Merger, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest, if any, (including all additional amounts, if any payable pursuant to Sections 516 or 1006 of the Original Indenture) on all the Securities and any related coupons, and the due and punctual performance and observance of all of the terms, covenants and conditions of the Indenture to be kept or performed by the Predecessor Company, as required by clause (1) of Section 801 of the Original Indenture, and, effective as of the date of the consummation of the Merger, the Successor Company shall succeed to and be substituted for the Predecessor Company with the same effect as if it had been named in the Indenture as a party of the first part thereto and all references in the Indenture and in the Securities to "the Company" shall be deemed to be references to the Successor Company, as successor by merger to the Predecessor Company under the Indenture.

SECTION 2.02. Modification of Definitions.

The Indenture and the Securities are hereby amended so that all references therein to "Company and Parent", "Company and the Parent", "Company and Parent jointly and severally", "Company and/or Parent", "Company's and Parent's", "Company or Parent", "Company or Parent, as the case may be", "Company or Parent or both of them", "Company or Parent, as appropriate", "Company's or Parent's", "Company or the Parent", "Company, the Parent", "Company, Parent", "each of the Company and the Parent", "either the Company or the Parent", "Parent, the Company" and "Parent or the Company" shall be deemed to be references to the Successor Company alone; all references to "Parent" alone shall be deemed to be references to the Successor Company alone; and all references to "Parent Common Stock" shall be deemed to be references to "Company Common Stock".

SECTION 2.03. Amendments.

The Indenture and the Securities are hereby amended in their entirety to reflect the successorship of the Successor Company to the Predecessor Company and, in accordance with Section 2.02 hereof and the amendments specified in this
Section 2.03, to delete all references in the Indenture to "Parent", "Support Agreement", "Share Contribution Agreement" and "Support Obligations"; provided, however, that references to the Support Agreement in Section 114 (Immunity of Incorporators, Stockholders, Officers and Directors) of the Original Indenture shall be retained.

Without limiting the generality of the foregoing:

The Original Indenture and each indenture supplemental thereto shall hereafter each be deemed to be an agreement between the Successor Company and the Trustee.

Section 101 of the Original Indenture is hereby amended to delete the definition of "Support Obligations" and to amend the definition of "Paying Agent" in its entirety to read as follows:

"Paying Agent" means Wachovia Bank, National Association, or any other Person authorized by the Company to pay the principal of (and premium, if any) or interest, if any, on any Securities of any series on behalf of the Company.

Section 101 of the Original Indenture, as amended by the First Supplemental Indenture with respect to the Convertible Notes, is hereby amended to delete each of the definitions of "Share Contribution Agreement" and "Parent Common Stock" in its entirety and to add the following definition in alphabetical order:

"Company Common Stock" shall mean the shares of common stock, $0.10 par value per share of the Company existing on the date of the issuance of the Securities or any other shares of Capital Stock of the Company into which such common stock shall be reclassified or changed.

Section 105 of the Original Indenture is hereby amended to read as follows:

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee for a series of Securities by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with such Trustee at its Corporate Trust Office, Attention: Corporate Trustee Administration Department, or if sent by facsimile transmission, to a facsimile number provided by the Trustee, with a copy mailed, first class postage prepaid to the Trustee addressed to it as provided above, or

(2) the Company by such Trustee or by any Holder shall be sufficient for every purpose hereunder (except as provided in paragraphs (3), (4) and (5) of Section 501) if in writing and mailed, first class postage prepaid, addressed in the case of the Company to it at the address of its executive office at One Verizon Way, Basking Ridge, New Jersey 07920 or at any other address previously furnished in writing to such Trustee by the Company, or if sent by facsimile transmission, to a facsimile number provided to the Trustee by the Company, with a copy mailed, first class postage prepaid, to the Company addressed to it as provided above.

Section 109 of the Original Indenture is hereby amended in its entirety to read as follows:

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 110 of the Original Indenture is hereby amended in its entirety to read as follows:

SECTION 110. Separability Clause.

In the case any provision in this Indenture or in the Securities or coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 202 of the Original Indenture is hereby amended in its entirety to read as follows:

SECTION 202. Support Agreement.

[Intentionally Omitted]

Section 205 of the Original Indenture is hereby amended to delete all references to ", OR VERIZON COMMUNICATIONS INC.,".

Clause (23) of the second paragraph of Section 301 of the Original Indenture is hereby amended in its entirety to read as follows:

(23) the extent and manner, if any, to which payment on or in respect of Securities of that series will be subordinated to the prior payment of other liabilities and obligations of the Company;

Clause (24) of the second paragraph of Section 301 of the Original Indenture is hereby amended in its entirety to read as follows:

(24) [Intentionally Omitted];

Clause (3) of the fourth paragraph of Section 301 of the Original Indenture is hereby amended in its entirety to read as follows:

(3) An Opinion of Counsel stating that Securities in such forms, together with any coupons appertaining thereto, when (i) completed by appropriate insertions and executed and delivered by the Company to such Trustee for authentication in accordance with this Indenture, (ii) authenticated and delivered by such Trustee in accordance with this Indenture within the authorization as to aggregate principal amount established from time to time by the Board of Directors of the Company, and (iii) sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Company, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors' rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities.

The first paragraph of Section 303 of the Original Indenture is hereby amended to read as follows:

The Securities and any related coupons shall be executed on behalf of the Company by its Chairman of the Board, a Vice Chairman of the Board, its President, its Chief Financial Officer or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile.

Section 304 of the Original Indenture is hereby amended to delete references to ", and having endorsed thereon the text of the Support Agreement," and "having endorsed thereon the text of the Support Agreement,".

Section 305 of the Original Indenture is hereby amended to delete all references to "having endorsed thereon the text of the Support Agreement".

Section 307 of the Original Indenture is hereby amended to replace the reference to "Verizon Global Funding Corp." with "Verizon Communications Inc.".

Section 308 of the Original Indenture is hereby amended to replace the reference to "Verizon Global Funding Corp." with "Verizon Communications Inc.".

The first paragraph of Section 309 of the Original Indenture is hereby amended to delete the reference to ", having endorsed thereon the text of the Support Agreement,".

Section 604 of the Original Indenture is hereby amended to delete references to ", and the Support Agreement," and "or the Support Agreement".

The first sentence of Section 607 of the Original Indenture is hereby amended to replace the reference to "jointly and severally agree" with "agrees".

Clause (1) of Section 801 of the Original Indenture is hereby amended to delete the phrase "and, in the case of Parent the due and punctual performance of the Support Agreement and the performance of every covenant of this Indenture on the part of Parent to be performed and observed".

Section 802 of the Original Indenture is hereby amended to delete reference to ", the Support Agreement".

The first sentence of Section 901 of the Original Indenture is hereby amended to delete the phrase "the Parent".

Clauses (1) and (12) of Section 901 of the Original Indenture are hereby amended to delete all references to "or the Support Agreement".

Clause (6) of Section 901 of the Original Indenture is hereby amended to replace the reference to "First Union National Bank" with "Wachovia Bank, National Association,".

The first sentence of Section 902 of the Original Indenture is hereby amended to delete the word "Parent".

Clause (4) of Section 902 of the Original Indenture is hereby amended in its entirety to read as follows:

(4) [Intentionally Omitted].

Clause (6) of Section 902 of the Original Indenture, as amended by the First Supplemental Indenture with respect to the Convertible Notes, is hereby amended in its entirety to read as follows:

(6) [Intentionally Omitted]; or

Section 906 of the Original Indenture is hereby amended to delete the phrase ", with the text of the Support Agreement endorsed thereon".

Section 1004 of the Original Indenture is hereby amended to delete the phrase ", including without limitation Parent,"

Section 1107 of the Original Indenture is hereby amended to delete the phrase ", with the text of the Support Agreement endorsed thereon".

Exhibit A of the Original Indenture is hereby amended in its entirety to read as follows:

[Intentionally Omitted]

The heading and first paragraph of each of Exhibit B, C and D of the Original Indenture are hereby amended in their entirety to read as follows:

VERIZON COMMUNICATIONS INC.
[INSERT TITLE OR DESCRIPTION OF SECURITIES]

Reference is hereby made to the Indenture, dated as of December 1, 2000, as amended and supplemented (the "Indenture") between Verizon Communications Inc. (the "Company"), as successor in interest to Verizon Global Funding Corp., and Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee.

The second paragraph of each of Exhibit B, C and D of the Original Indenture are hereby amended to delete the phrase "[and Parent]".

Each of Exhibit A of the First Supplemental Indenture and the Securities representing the Convertible Notes issued by the Predecessor Company is hereby amended to:

(a) delete the eighth paragraph on the face of the security in its entirety;

(b) replace all references to "VERIZON GLOBAL FUNDING CORP." with "VERIZON COMMUNICATIONS INC";

(c) delete clause (6) of Section 11 on the reverse of the security and replace it with the following:

(6) [Intentionally Omitted]; or

(d) delete each of the Support Agreement and the Share Contribution Agreement endorsed on such Securities in its entirety.

Each of the Securities representing the 6.125% Notes due 2007, 4% Notes due 2008, 6.875% Notes due 2012, 7.375% Notes due 2012, 4.375% Notes due 2013 or 7.750% Notes due 2032 issued by the Predecessor Company is hereby amended to:

(a) replace all references to "Verizon Global Funding Corp." or "VERIZON GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON COMMUNICATIONS INC.", respectively;

(b) delete the fifth paragraph on the face of such Securities in its entirety;

(c) delete the first sentence on the reverse of such Securities and replace it with the following:

This Note is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Securities"), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of December 1, 2000 (the "Indenture"), duly executed and delivered by the Company, as successor in interest to Verizon Global Funding Corp., and Wachovia Bank, National Association, formerly known as First Union National Bank (hereinafter referred to as the "Trustee"), as amended and supplemented, to which Indenture reference

is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities.

(d) delete references to ", Verizon Communications" and ", or modify any provision of the Support Agreement in any way that adversely affects the rights of holders of Securities," in the fourth paragraph on the reverse of such Securities;

(e) delete the eighteenth paragraph on the reverse of such Securities in its entirety; and

(f) delete the Support Agreement endorsed on such Securities in its entirety.

Each of the Securities representing the 4.90% Notes due 2015 or 5.85% Notes due 2035 issued by the Predecessor Company is hereby amended to:

(a) replace all references to "Verizon Global Funding Corp." or "VERIZON GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON COMMUNICATIONS INC.", respectively;

(b) delete the fifth paragraph on the face of such Securities in its entirety;

(c) delete the first sentence on the reverse of such Securities and replace it with the following:

This Debt Security is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Securities"), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of December 1, 2000, duly executed and delivered by the Company, as successor in interest to Verizon Global Funding Corp., and Wachovia Bank, National Association, formerly known as First Union National Bank (hereinafter referred to as the "Trustee"), as amended and supplemented (the "Indenture"), to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities.

(d) delete references to ", Verizon Communications" and ", or modify any provision of the Support Agreement in any way that adversely affects the rights of holders of Securities," in the fourth paragraph on the reverse of such Securities;

(e) delete the eighteenth paragraph on the reverse of such Securities in its entirety; and

(f) delete the Support Agreement endorsed on such Securities in its entirety.

Each of the Securities representing the 7 1/4% Notes due 2010 or 7 3/4% Notes due 2030 issued by issued by the Predecessor Company is hereby amended to:

(a) replace all references to "Verizon Global Funding Corp." or "VERIZON GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON COMMUNICATIONS INC.", respectively;

(b) delete reference to ", or Verizon Communications Inc." in the second paragraph on the face of such Securities;

(c) delete the ninth paragraph on the face of such Securities in its entirety;

(d) delete the second sentence of the first paragraph on the reverse of such Securities and replace it with the following:

The Notes are one of an indefinite number of series of debt securities of the Company (the "Securities"), issued or issuable under and pursuant to an indenture (the "Indenture") dated as of December 1, 2000, between the Company, as successor in interest to Verizon Global Funding Corp., and Wachovia Bank, National Association, formerly known as First Union National Bank (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Company, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered.

(e) delete the sixth sentence of the first paragraph on the reverse of such Securities and replace it with the following:

Holders of the Notes are entitled to the benefits of the Exchange and Registration Rights Agreement, dated as of December 12, 2000 (the "Registration Rights Agreement"), among the Verizon Global Funding Corp., the Company and the initial purchasers named therein.

(f) delete the eleventh paragraph on the reverse of such Securities and replace it with the following:

The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee with the consent of the Holders of more than a majority in aggregate principal amount of the Outstanding Securities of each series issued under the Indenture to be affected thereby, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of such Securities and any related coupons under the Indenture; provided, however, that no such supplemental indenture shall, among other things, (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon, if any, or any premium payable upon redemption thereof; subject to certain exceptions, change any obligation of the Company to pay additional amounts pursuant to Section 1006 of the Indenture; change the Place of Payment on any Security or the currency or currency unit in which any Security or the

principal or interest thereon is payable; impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or in the case of redemption on or after the Redemption Date); impair any right of Holders of any Security to repay or purchase Securities at their option; reduce or alter the method of computation of any amount payable upon redemption, repayment or purchase of any Securities by the Company (or the time when such redemption, repayment or purchase may be made), (ii) reduce the percentage in principal amount of the Outstanding Securities of any particular series, the Holders of which are required to consent to any supplemental indenture, or any waiver, or
(iii) modify any of the provisions of Sections 513, 902 or 1006 of the Indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder of a Security or coupon with respect to changes in the references to "the Trustee" and concomitant changes in Sections 902 and 1006 of the Indenture, or the deletion of this proviso, in accordance with the requirements of Sections 609, 61l(b), 901(6) and 901(7) of the Indenture.

(g) delete reference in the fifteenth paragraph on the reverse of such Securities to "having endorsed thereon the text of the Support Agreement";

(h) delete the eighteenth paragraph on the reverse of such Securities in its entirety;

(i) delete reference in the nineteenth paragraph on the reverse of such Securities to "and Parent's" and "or Parent";

(j) delete the twenty-first paragraph on the reverse of such Securities and replace it with the following:

No recourse shall be had for the payment of the principal of (and premium, if any), or the interest, if any, on this Note, or for any claim based thereon, or upon any obligation, covenant or agreement of the Company or Verizon Global Funding Corp. in the Indenture or the Support Agreement dated October 31, 2000 between the Company and Verizon Global Funding Corp., against any incorporator, stockholder, officer or director, as such, past, present of future, of the Company, Verizon Global Funding Corp. or of any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; and all such personal liability is expressly released and waived as a condition of, and as part of the consideration for, the issuance of this Note.

(k) delete the Support Agreement endorsed on such Securities in its entirety.

Section 3.03 of the First Supplemental Indenture is hereby amended to read as follows:

SECTION 3.03. Successors and Assigns.

All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

ARTICLE THREE

MISCELLANEOUS

SECTION 3.01. Execution of Third Supplemental Indenture.

This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

SECTION 3.02. Conflict with Trust Indenture Act.

If and to the extent that any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended, such imposed duties shall control.

SECTION 3.03. Successors and Assigns.

All covenants and agreements in this Supplemental Indenture by the Successor Company shall bind its successors and assigns, whether so expressed or not.

SECTION 3.04. Separability Clause.

In case any one or more of the provisions contained in this Third Supplemental Indenture, the Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture, the Indenture or of such Securities, but this Third Supplemental Indenture, the Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.05. Benefits of Third Supplemental Indenture.

Nothing in this Third Supplemental Indenture or in the Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders (to the extent specified herein or therein), any benefit or any legal or equitable right, remedy or claim under this Third Supplemental Indenture.

SECTION 3.06. Governing Law.

This Third Supplemental Indenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State.

SECTION 3.07. Execution and Counterparts.

This Third Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 3.08. Notices.

Any request, demand, authorization, notice, waiver, consent or communication shall be in writing and delivered in person or mailed by first-class mail, postage prepaid, addressed as follows:

if to the Successor Company:

Verizon Communications Inc.

One Verizon Way
Basking Ridge, New Jersey 07920 Attention: Senior Vice President and Treasurer

if to the Trustee:

Wachovia Bank, National Association
123 South Broad Street
Philadelphia, Pennsylvania 19109

Attention: Corporate Trust Services

The Successor Company or the Trustee by notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or communications.

Any notice or communication given to a Holder shall be mailed to the Holder, by first-class mail, postage prepaid, at the Holder's address as it appears on the registration books of the Security Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee.

If the Successor Company mails a notice or communication to the Holders, it shall mail a copy to the Trustee and each Security Registrar, Paying Agent, Conversion Agent or co-registrar.

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Third Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.

VERIZON COMMUNICATIONS INC.

                                          By: /s/ Catherine T. Webster
                                              ______________________________
                                              Name: Catherine T. Webster
                                              Title: Senior Vice President
                                                     and Treasurer
Attest:
  /s/ Janet M. Garrity
______________________________
Name: Janet M. Garrity
Title: Assistant Treasurer

WACHOVIA BANK, NATIONAL ASSOCIATION

                                          By: /s/ C. Hromych
                                              ______________________________
                                              Name:  C. Hromych
                                              Title: Vice President
Attest:

/s/ Bertha McClean
______________________________
Name:  Bertha McClean
Title: Assistant Vice President

(SEAL)

No. ___                                                              $__________

                           Verizon Communications Inc.
                               ___% Notes due ____

Verizon Communications Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to ___________ or registered assigns, the principal sum of _____________________ Dollars [*SUBSTITUTE FOREIGN CURRENCY HERE IF DENOMINATED IN OTHER THAN U.S. DOLLARS*] on ________________ and to pay interest on said principal sum from _______________, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually on _______ and _____________ in each year, commencing ___________, at the rate of ____% per annum until the principal hereof shall have become due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum. The interest installment so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Indenture hereinafter referred to, be paid to the person in whose name this Debt Security (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the regular record date for such interest installment, which shall be the _____ or __________, as the case may be (whether or not a business day), next preceding such interest payment date. Any such interest installment not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder on such regular record date, and may be paid to the person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of this series of Debt Securities not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture hereinafter referred to. The principal of and the interest on this Debt Security shall be payable at the office or agency of the Company maintained for that purpose in the City of New York, State of New York in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by check mailed to the registered holder at such address as shall appear in the Security Register. This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose, until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: VERIZON COMMUNICATIONS INC.

By_________________________

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Wachovia Bank, National Association as Trustee, Authenticating Agent and Security Registrar

By________________________________________ Authorized Signatory

Dated:

(FORM OF REVERSE OF DEBT SECURITY)

This Debt Security is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Securities"), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of December 1, 2000, duly executed and delivered by the Company, as successor in interest to Verizon Global Funding Corp. and Wachovia Bank, National Association, formerly known as First Union National Bank (hereinafter referred to as the "Trustee"), as amended and supplemented (the "Indenture"), to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities. By the terms of the Indenture, the Securities are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This Debt Security is one of the series designated on the face hereof (herein called the "Debt Securities") unlimited in aggregate principal amount.

[INSERT IF GLOBAL DEBT SECURITY - Beneficial interests in this Global Debt Security may be held in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000. This Global Debt Security shall be exchangeable for Debt Securities in definitive form registered in the names of persons other than the Depository or its nominee only if (i) the Depository notifies the Company that it is unwilling or unable to continue as the Depository or if at any time such Depository is no longer registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute and a successor depository is not appointed by the Company within 90 days or (ii) the Company executes and delivers to the Trustee an Officers' Certificate that the Global Debt Security shall be so exchangeable. To the extent that the Global Debt Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Debt Securities registered in such names as the Depository shall direct. Debt Securities represented by this Global Debt Security that may be exchanged for Debt Securities in definitive form under the circumstances described in this paragraph will be exchangeable only for Debt Securities in definitive form issued in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000. Notwithstanding any other provision herein, this Global Debt Security may not be transferred except as a whole by the Depository to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository.]

In case an Event of Default, as defined in the Indenture, with respect to the Debt Securities shall have occurred and be continuing, the principal of all of the Debt Securities may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities; provided, however, that no such supplemental indenture shall, among other things, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the holders of Securities of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on any of the Securities of such series. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debt Security.

No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debt Security at the times and place and at the rate and in the money herein prescribed.

The Debt Securities are issuable as registered Debt Securities without coupons.
[*IF THE ISSUE IS DENOMINATED IN U.S. DOLLARS, INSERT THE FOLLOWING: The Debt
Securities shall be in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000.*] Debt Securities may be exchanged, upon presentation thereof for that purpose, at the office or agency of the Company in the City of New York, State of New York, for other Debt Securities of authorized denominations, and for a like aggregate principal amount and series, and upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto.

[The Debt Securities will not be redeemable prior to maturity.]

OR

[The Debt Securities may not be redeemed prior to _________. The Debt Securities may be redeemed on not less than 30 nor more than 60 days' prior notice given as

provided in the Indenture, as a whole or from time to time in part, at the option of the Company, on any date or dates on or after _________, and prior to maturity, at the applicable percentage of the principal amount thereof to be redeemed as set forth below under the heading "Redemption Price" during the respective twelve month periods beginning ____ of the years shown below:

Year                    Redemption Price
----                    ----------------
                               %

together, in each case, with accrued interest to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date).

In the event of redemption of this Debt Security in part only, a new Debt Security of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Debt Security shall be issued in the name of the holder hereof upon the presentation and surrender hereof.]

OR

[The Debt Securities may be redeemed on not less than 30 nor more than 60 days' prior notice given as provided in the indenture, as a whole or from time to time in part, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to such redemption date.

"Treasury Rate" means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release published by the Board of Governors of the Federal Reserve System designated as "Statistical Release H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yield on a straight-line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

"Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York.

"Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the Debt Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Debt Securities.

"Comparable Treasury Price" means (i) the average of three Reference Treasury Dealer Quotations for such redemption date, or (ii) if the Independent Investment Banker is unable to obtain three such Reference Treasury Dealer Quotations, the average of all such quotations obtained.

"Independent Investment Banker" means an independent investment banking or commercial banking institution of national standing appointed by the Company.

"Reference Treasury Dealer" means any independent investment banking or commercial banking institution of national standing appointed by the Company and any of its successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in The City of New York (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the Independent Investment Banker and approved in writing by the Company.

"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date. In the event of redemption of this Debt Security in part only, a new Debt Security of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Debt Security shall be issued in the name of the holder hereof upon the presentation and surrender hereof.]

As provided in the Indenture and subject to certain limitations therein set forth, this Debt Security is transferable by the registered holder hereof on the Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in the City of New York, State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Security Registrar duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Debt Security, the Company, the Trustee, any paying agent and any Security Registrar for the securities may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar for the securities) for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 310 of the Indenture) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar for the securities shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

[INSERT IF GLOBAL DEBT SECURITY -- The Depository by acceptance of this Global Debt Security agrees that it will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Debt Security unless such beneficial interest is in an amount equal to an authorized denomination for Debt Securities of this series.]

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Indenture.

Exhibit 4.4

FORM OF FLOATING RATE DEBT SECURITY (LIBOR)

(FORM OF FACE OF FLOATING RATE DEBT SECURITY)

[IF THE DEPOSITORY TRUST COMPANY IS THE DEPOSITORY, INSERT THE FOLLOWING:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[IF DEBT SECURITY IS A GLOBAL DEBT SECURITY, INSERT THE FOLLOWING:

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

No. ___ $__________

Verizon Communications Inc.

[TITLE OF DEBT SECURITY]

VERIZON COMMUNICATIONS INC., a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to ________________, or registered assigns, the principal sum of _______________________ Dollars on ______________ (the "Maturity Date"), and to pay interest on said principal sum at the floating rate per annum determined in accordance with the provisions below (the "Interest Rate"), until the principal hereof is paid or duly provided for, and (to the extent that payment of such interest is legally enforceable) at the Default Rate (as defined below) per annum on any overdue principal, premium, if any, and/or interest. The Company will pay interest in arrears on each Interest Payment Date (as defined below), commencing with the first Interest Payment Date next succeeding ___________ (the "Original Issue Date"), and on the Maturity Date. Interest on this Debt Security will be computed on the basis of a 360-day year for the actual number of days elapsed. As used herein, "Interest Payment Date" means each ________________ in each year, provided that if any such date falls on a day that is not a Business Day with respect to this Debt Security the applicable Interest Payment Date shall be the next succeeding Business Day unless such Business Day is in the next succeeding calendar month, in which case the applicable Interest Payment Date shall be the immediately preceding Business Day.

Interest on this Debt Security will accrue from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for (or from, and including, the Original Issue Date if no interest has been paid or duly provided for) to, but excluding, the next applicable Interest Payment Date or the Maturity Date, as the case may be (each, an "Interest Period"). The amount of accrued interest payable for any Interest Period shall be calculated by multiplying the face amount of this Debt Security by an accrued interest factor. Such accrued interest factor is computed by adding the interest factor calculated for each day from the Original Issue Date, or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, to the date for which accrued interest is being calculated. The interest factor for each day shall be computed by dividing the Interest Rate applicable to such day by 360.

If the Maturity Date of this Debt Security falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest shall be made on the next succeeding Business Day, as if made on the date such payment was due, and no interest on such payment shall accrue on such payment for the period from and after the Maturity Date to the date of such payment on the next succeeding Business Day.

The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, subject to certain exceptions described herein, be paid to the person in whose name this Debt Security (or one or more predecessor Debt Securities) is registered (the "holder") at the close of business on the fifteenth calendar day (whether or not a Business Day, as defined below) immediately preceding such Interest Payment Date (the "Record Date"); provided, however, that interest payable on the Maturity Date shall be payable to the person to whom the principal hereof and premium, if any, hereon shall be payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") will forthwith cease to be payable to the holder on any Record Date, and shall be paid to the person in whose name this Debt Security is registered at the close of business on a special record date (the "Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee (as defined on the reverse hereof), notice whereof shall be given to the holder of this Debt Security by the Trustee not less than 10 calendar days prior to such Special Record Date or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Debt Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided for in the Indenture. The Default Rate applicable to this Debt Security shall be LIBOR [plus/minus] __%.

Payment of principal, premium, if any, and interest in respect of this Debt Security shall be made in immediately available funds upon presentation and surrender of this Debt Security (and, with respect to any applicable repayment of this Debt Security, a duly completed election form as contemplated on the reverse hereof) at the corporate trust office of the Trustee ("Corporate Trust Office") in the Borough of Manhattan, The City of New York, State of New York, or at such other paying agency in The City of New York, State of New York, as the Company may determine. Payment of interest due on any Interest Payment Date other than the Maturity Date may be made at the option of the Company by check mailed to the address of the person entitled thereto as such address shall appear in the Security Register maintained at the aforementioned office of the Trustee.

As used herein, "Business Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York, State of New York on which banking institutions are authorized or required by law, regulation or executive order to close; provided, that such day is also a London Business Day. "London Business Day" means any day on which dealings in United States dollars are transacted in the London interbank market.

The Interest Rate on this Debt Security shall be calculated by an agent appointed by the Company for the purpose (the "Calculation Agent") and shall be equal to LIBOR (as defined below) [plus/minus] _____%; provided, however, that the Interest Rate in effect for the period from the Original Issue Date to the Initial Interest Reset Date (as defined below) shall be _____% (the "Initial Interest Rate"). The Interest Rate shall be reset each ________ (each an "Interest Reset Date"), commencing ______, ____ (the "Initial Interest Reset Date"). The Interest Rate in effect on each day that is not an Interest Reset Date shall be the Interest Rate determined as of the second London Business Day (as defined below) preceding the applicable Interest Reset Date (each an "Interest Determination Date") pertaining to the immediately preceding Interest Reset Date and the Interest Rate in effect on any day that is an Interest Reset Date shall be the Interest Rate determined as of the Interest Determination Date pertaining to such Interest Reset Date; provided, however, that the interest rate in effect for the period from the Original Issue Date to the first Interest Reset Date shall be the Initial Interest Rate. If any Interest Reset Date would otherwise be a day that is not a Business Day, the Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except that if such Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

"LIBOR" shall be determined by the Calculation Agent in accordance with the following provisions:

(i) With respect to any Interest Determination Date, LIBOR shall be the rate for deposits in United States dollars having a maturity of __ months commencing on the first day of the applicable Interest Period that appears on Telerate Page 3750 as of 11:00 A.M., London time, on such Interest Determination Date. If no such rate appears LIBOR in respect to such Interest Determination Date shall be determined in accordance with the provisions described in (ii) below.

(ii) With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in United States dollars for the period of __ months, commencing on the first day of the applicable Interest Period, to prime banks in the London interbank market at approximately 11:00 A.M., London time,

on such Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in such market at such time. If at least two such quotations are so provided, then LIBOR on such Interest Determination Date shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, then LIBOR on such Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of New York, on such Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for loans in United States dollars to leading European banks, having a __ month maturity and in a principal amount that is representative for a single transaction in United States dollars in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such Interest Determination Date shall be LIBOR in effect on such Interest Determination Date.

"Telerate Page 3750" means the display designated as "Page 3750" on Telerate, Inc. (or any successor service) for the purpose of displaying the London interbank rates of major banks for United States dollars.

The Interest Rate applicable to each Interest Period commencing on the related Interest Reset Date shall be the rate determined as of the applicable Interest Determination Date on or prior to the Calculation Date (as defined below).

The Calculation Agent (which initially shall be Wachovia Bank, National Association and which may be changed by the Company from time to time) shall calculate the Interest Rate on this Debt Security on or before each Calculation Date and, upon request, provide holders of the Debt Securities the Interest Rate then in effect and, if determined, the Interest Rate which shall become effective as a result of a determination made for the next succeeding Interest Reset Date with respect to this Debt Security. The Calculation Agent's determination of any interest rate shall be final and binding absent error in the calculation thereof. The "Calculation Date" pertaining to any Interest Determination Date shall be the earlier of (a) the tenth calendar day after such Interest Determination Date, or if any such day is not a Business Day, the next succeeding Business Day, or (b) the Business Day immediately preceding the applicable Interest Payment Date or the Maturity Date, as the case may be.

Notwithstanding the other provisions herein, the Interest Rate hereon shall in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

Except as otherwise provided herein, all percentages resulting from any calculation shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655)), and all amounts used in or resulting from such calculation shall be rounded to the nearest cent (with one-half cent being rounded upward).

The Company is obligated to make payments of principal, premium, if any, and interest, if any, in respect of this Debt Security in United States dollars.

This Debt Security shall not be entitled to any benefit under the Indenture hereinafter referred to, or be valid or become obligatory for any purpose, until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

The provisions of this Debt Security are continued on the reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: VERIZON COMMUNICATIONS INC.

By:________________________

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

Wachovia Bank, National Association

as Trustee, Authenticating Agent and

Security Registrar

By ______________________________________

Authorized Signatory

Dated:

(FORM OF REVERSE OF DEBT SECURITY)

This Debt Security is one of a duly authorized series of Securities of the Company (herein sometimes referred to as the "Securities"), all issued or to be issued in one or more series under and pursuant to an Indenture dated as of December 1, 2000, duly executed and delivered by the Company, as successor in interest to Verizon Global Funding Corp. and Wachovia Bank, National Association, formerly known as First Union National Bank (hereinafter referred to as the "Trustee"), as amended and supplemented (the "Indenture"), to which Indenture reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Securities. By the terms of the Indenture, the Securities are issuable in series which may vary as to amount, date of maturity, rate of interest and in other respects as in the Indenture provided. This Debt Security is one of the series designated on the face hereof (herein called the "Debt Securities") unlimited in aggregate principal amount.

[INSERT IF GLOBAL DEBT SECURITY -- Beneficial interests in this Global Debt Security may be held in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000. This Global Debt Security shall be exchangeable for Debt Securities in definitive form registered in the names of persons other than the Depository or its nominee only if (i) the Depository notifies the Company that it is unwilling or unable to continue as the Depository or if at any time such Depository is no longer registered or in good standing under the Securities Exchange Act of 1934 or other applicable statute and a successor depository is not appointed by the Company within 90 days or (ii) the Company executes and delivers to the Trustee an Officers' Certificate that the Global Debt Security shall be so exchangeable. To the extent that the Global Debt Security is exchangeable pursuant to the preceding sentence, it shall be exchangeable for Debt Securities registered in such names as the Depository shall direct. Debt Securities represented by this Global Debt Security that may exchanged for Debt Securities in definitive form under the circumstances described in this paragraph will be exchangeable only for Debt Securities in definitive form issued in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000. Notwithstanding any other provision herein, this Global Debt Security may not be transferred except as a whole by the Depository to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository.]

In case an Event of Default, as defined in the Indenture, with respect to the Debt Securities shall have occurred and be continuing, the principal of all of the Debt Securities may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series affected at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner the rights of the holders of the Securities; provided, however, that no such supplemental indenture shall, among other things, (i) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the holder of each Security so affected or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of each Security then outstanding and affected thereby. The Indenture also contains provisions permitting the holders of a majority in aggregate principal amount of the Securities of any series at the time outstanding, on behalf of the holders of Securities of such series, to waive any past default in the performance of any of the covenants contained in the Indenture, or established pursuant to the Indenture with respect to such series, and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on any of the Securities of such series. Any such consent or waiver by the registered holder of this Debt Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debt Security.

No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debt Security at the times and place and at the rate and in the money herein prescribed.

The Debt Securities are issuable as registered Debt Securities without coupons.
[*IF THE ISSUE IS DENOMINATED IN U.S. DOLLARS, INSERT THE FOLLOWING: The Debt
Securities shall be in denominations of $5,000 and integral multiples of $1,000 in excess of $5,000.*] Debt Securities may be exchanged, upon presentation thereof for that purpose, at the office or agency of the Company in the City of New York, State of New York, for other Debt Securities of authorized denominations, and for a like aggregate principal amount and series, and upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto.

[The Debt Securities will not be redeemable prior to maturity.]

OR

[The Debt Securities will not be redeemable prior to ____________. Thereafter, the Debt Securities will be redeemable on not less than 30 nor more than 60 days' notice given as provided in the Indenture, as a whole or in part, at the option of the Company at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest on the principal amount being redeemed to the date of redemption.]

As provided in the Indenture and subject to certain limitations therein set forth, this Debt Security is transferable by the registered holder hereof on the Security Register of the Company, upon surrender of this Debt Security for registration of transfer at the office or agency of the Company in the City of New York, State of New York accompanied by a written instrument or instruments of transfer in form satisfactory to the Company or the Security Registrar duly executed by the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in relation thereto.

Prior to due presentment for registration of transfer of this Debt Security the Company, the Trustee, any paying agent and any Security Registrar for the securities may deem and treat the registered holder hereof as the absolute owner hereof (whether or not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar for the securities) for the purpose of receiving payment of or on account of the principal hereof and (subject to Section 310 of the Indenture) interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar for the securities shall be affected by any notice to the contrary.

No recourse shall be had for the payment of the principal of or the interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly waived and released.

[INSERT IF GLOBAL DEBT SECURITY -- The Depository by acceptance of this Global Debt Security agrees that it will not sell, assign, transfer or otherwise convey any beneficial interest in this Global Debt Security unless such beneficial interest is in an amount equal to an authorized denomination for Debt Securities of this series.]

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Indenture.