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<TEXT>
<PAGE>


                                                 REGISTRATION NO. 333-__________

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


   VERIZON GLOBAL FUNDING CORP.                 VERIZON COMMUNICATIONS INC.
          (Exact Name of Registrants as Specified in Their Charters)

              Delaware                                  Delaware
   (State or other jurisdiction of           (State or other jurisdiction of
   incorporation or organization)            incorporation or organization)

             51-0272912                                 23-2259884
   (I.R.S. Employer Identification No.)    (I.R.S. Employer Identification No.)

     3900 Washington Street, 2nd Floor        1095 Avenue of the Americas
        Wilmington, Delaware 19802             New York, New York 10036
             (302) 761-4200                         (212) 395-2121
  (Address, including zip code, and telephone number including area code, of
                   Registrants' principal executive offices)

                            ______________________

         Janet M. Garrity                        David S. Kauffman
      President and Treasurer       Vice President and Associate General Counsel
   VERIZON GLOBAL FUNDING CORP.             VERIZON COMMUNICATIONS INC.
 3900 Washington Avenue, 2nd Floor          1095 Avenue of the Americas
    Wilmington, Delaware 19802                New York, New York 10036
          (302) 761-4200                           (212) 395-6174
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                            ______________________

                    Copies to: Robert W. Mullen, Jr., Esq.
                      Milbank, Tweed, Hadley & McCloy LLP
                            1 Chase Manhattan Plaza
                            New York, New York 10005
                            ______________________

     Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] 333-

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
=============================================================================================================
-------------------------------------------------------------------------------------------------------------
 Title of each Class                           Proposed Maximum      Proposed Maximum
 of Securities to be        Amount to be           Offering             Aggregate             Amount of
     Registered              Registered         Price per Unit        Offering Price       Registration Fee(1)

-------------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                   <C>                    <C>
 Debt Securities          $5,000,000,000           100%             $5,000,000,000            $1,250,000
-------------------------------------------------------------------------------------------------------------
 Support Agreement        $5,000,000,000                                    (2)               (3)
 between Verizon
 Communications Inc.
 and Verizon Global
 Funding Corp.
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The registration fee is calculated pursuant to Rule 457(a) under the
    Securities Act of 1933.
(2) No separate consideration will be received for the Support Agreement.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, no registration
    fee is payable with respect to the Support Agreement.

                            ______________________

The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information in this prospectus is not complete and may be changed. We    +
+ may not sell these securities until the registration statement filed with    +
+ the Securities and Exchange Commission is effective. This prospectus is      +
+ not an offer to sell these securities and it is not soliciting an offer to   +
+ buy these securities in any state where the offer or sale is not permitted.  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

                SUBJECT TO COMPLETION, DATED November 16, 2001

PROSPECTUS

                                $5,000,000,000

                                    [LOGO]

                         Verizon Global Funding Corp.

                                DEBT SECURITIES

             Supported as to Payment of Principal and Interest by

                          Verizon Communications Inc.

Verizon Global Funding Corp. intends to offer at one or more times debt
securities with a total offering price not to exceed $5,000,000,000. We will
provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the supplements carefully before
you invest.

                       __________________________________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                    , 2001


<PAGE>

TABLE OF CONTENTS

                                                                         Page
                                                                         ----
About this Prospectus..................................................   2
Where You Can Find More Information....................................   2
Verizon Communications.................................................   3
Verizon Global Funding.................................................   4
Ratio of Earnings to Fixed Charges.....................................   4
Use of Proceeds........................................................   4
Description of the Debt Securities and the Support Agreement...........   5
Experts................................................................   10
Legal Matters..........................................................   11
Plan of Distribution...................................................   11

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we may, from
time to time, sell the debt securities described in this prospectus in one or
more offerings with a total offering price not to exceed $5,000,000,000. This
prospectus provides you with a general description of the debt securities. Each
time we sell debt securities, we will provide a prospectus supplement and, in
some cases, a pricing supplement that will contain specific information about
the terms of that offering. The prospectus supplement or pricing supplement may
also add, update or change information in this prospectus. The information in
this prospectus is accurate as of the date of this prospectus. Please carefully
read both this prospectus, any prospectus supplement and any pricing supplement
together with additional information described under the heading "WHERE YOU CAN
FIND MORE INFORMATION."

WHERE YOU CAN FIND MORE INFORMATION

Verizon Communications files annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any of
these documents at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Verizon
Communications' SEC filings are also available to the public on the SEC's web
site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information Verizon
Communications files with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that Verizon Communications files later with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents filed with the SEC by Verizon Communications and the
future filings made by Verizon Communications with the SEC under Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we or any
underwriters sell all of the debt securities:

 .    Verizon Communications' Annual Report on Form 10-K for the year ended
     December 31, 2000;

 .    Verizon Communications' Quarterly Reports on Form 10-Q for the quarters
     ended March 31, 2001, June 30, 2001 and September 30, 2001; and

 .    Verizon Communications' Current Reports on Form 8-K filed March 28, 2001,
     April 25, 2001, May 9, 2001, June 5, 2001, July 31, 2001, August 2, 2001,
     October 4, 2001 (as amended by Current Report of Form 8-K/A filed October
     5, 2001) and October 30, 2001.

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address or phone number:

     Investor Relations
     Verizon Communications Inc.
     1095 Avenue of the Americas, 36th Floor
     New York, New York 10036
     Telephone: (212) 395-1525

You should rely only on the information incorporated by reference or provided in
this prospectus, any supplement or any pricing supplement. We have not
authorized anyone else to provide you with different information.

                                       2
<PAGE>

VERIZON COMMUNICATIONS

Verizon Communications is one of the world's leading providers of communications
services. We are a Fortune 10 company with nearly 256,000 employees and
approximately $65 billion of annual revenues. In this section of the prospectus,
references to "we", "us" and "our" refer to Verizon Communications and its
consolidated subsidiaries.


Our subsidiaries are, collectively, the largest providers of wireline and
wireless communications in the United States, with 128.5 million access line
equivalents and approximately 28.7 million wireless customers. Our global
presence extends to more than 40 countries in the Americas, Europe, Asia and the
Pacific. We are the world's largest publisher of telephone directories. Our
directory publishing and electronic commerce operations consist of domestic and
international publishing businesses, including print directories and Internet-
based shopping guides, as well as website creation and other electronic commerce
services.

Our principal executive offices are located at 1095 Avenue of the Americas, New
York, New York 10036, and our telephone number is (212) 395-2121.

                                       3
<PAGE>

VERIZON GLOBAL FUNDING

Verizon Global Funding was established to provide financing to Verizon
Communications and some of its subsidiaries, other than Verizon Communications'
domestic telephone company subsidiaries. Verizon Global Funding does not engage
in any separate business activities.

Verizon Global Funding is a wholly owned, indirect subsidiary of Verizon
Communications and was incorporated in Delaware in November 1983. The principal
executive offices of Verizon Global Funding are located at 3900 Washington
Street, 2nd floor, Wilmington, Delaware 19802, and its telephone number is
(302) 761-4200.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table shows Verizon Communications' ratio of earnings to fixed
charges for the periods indicated:

     Nine Months
        Ended
    September 30,                        Years Ended December 31,
        2001                           2000     1999    1998     1997
------------------                 ----------------------------------

       2.38                             4.47     4.98    3.81    3.74

For all periods, the ratios reflect the merger of Bell Atlantic Corporation and
GTE Corporation as if it occurred as of the beginning of the earliest period
presented, in accordance with pooling-of-interests accounting rules.

For these ratios, "earnings" have been calculated by adding fixed charges to
income before income taxes and extraordinary charges, and "fixed charges"
include interest expense, preferred stock dividend requirements, capitalized
interest and the portion of rent expense representing interest.

The ratio for the nine months ended September 30, 2001 includes special items
that resulted in a net pretax loss of $(4,776) million, and the ratios for the
years ended December 31, 2000, 1999, 1998 and 1997 include net pretax gains
(losses) of $6,116 million, $981 million, $(2,552) million and $(1,803) million,
respectively. Excluding those special items, the ratio for the nine months ended
September 30, 2001 would have been 3.85, and the ratios for the years ended
December 31, 2000, 1999, 1998 and 1997 would have been 3.68, 4.68, 4.43 and
4.29, respectively. The 2001 special items relate to the writedown of marketable
securities, Bell Atlantic/GTE merger-related charges and a change in accounting
for derivatives, creating mark-to-market adjustments. The 2000 and 1999 special
items pertain to gains on sales of assets, net of asset impairments and other
charges, Bell Atlantic/GTE merger-related charges, pension settlements and the
gain on the mark-to-market of exchangeable notes. The 1998 and 1997 special
items pertain to asset impairments and other charges, net of gains on sales of
assets, Bell Atlantic/NYNEX Corporation merger-related charges, pension
settlements and retirement incentive program costs. Sales of assets included
wireline and wireless properties, GTE Government Systems and the gain associated
with the merger of BC TELECOM Inc. and TELUS Corporation. Asset impairments
included costs associated with exiting businesses.

USE OF PROCEEDS

We will use the net proceeds from the sale of the debt securities to repay
short-term borrowing and for general corporate purposes.

                                       4
<PAGE>

DESCRIPTION OF THE DEBT SECURITIES AND THE SUPPORT AGREEMENT

General

We will issue the debt securities under an indenture among us, Verizon
Communications and First Union National Bank, as trustee, dated as of December
1, 2000. Verizon Communications has agreed to make all payments required under
the debt securities if we default on those payments under the indenture, as
described under the heading "Description of the Support Agreement."

We have summarized material provisions of the indenture and the support
agreement below. This summary does not describe all exceptions and
qualifications contained in the indenture, the support agreement or
the debt securities. In the summary below, we have included
references to article and section numbers of the indenture so that you can
easily locate these provisions.

The debt securities will be unsecured and will rank equally with all of our
senior unsecured debt. The indenture does not limit the amount of debt
securities that may be issued and each series of debt securities may differ as
to its terms.

A supplement to the indenture, board resolution or officers' certificate will
designate the specific terms relating to any new series of debt securities.
(SECTION 301) These terms will be described in a prospectus supplement and, in
some cases, a pricing supplement, and will include the following:

     .    title of the series;

     .    total principal amount of the series;

     .    maturity date or dates;

     .    interest rate and interest payment dates;

     .    any redemption dates, prices, obligations and restrictions; and

     .    any other terms of the series.

Form and Exchange

The debt securities will normally be denominated in U.S. dollars, in which case
we will pay principal, interest and any premium in U.S. dollars. We may,
however, denominate any series of debt securities in another currency or
composite currency. In those cases, payment of principal, interest and any
premium would be in that currency or composite currency and not U.S. dollars. We
will also normally issue the debt securities in book-entry only form, which
means that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York,
which we refer to as "DTC," or its nominee. We will refer to this form here and
in the prospectus supplement as "book-entry only."

                                       5
<PAGE>

Alternatively, we may issue the debt securities in certificated form registered
in the name of the debt security holder. Under these circumstances, holders may
receive certificates representing the debt securities. We will refer to this
form in the prospectus supplement as "certificated."(ARTICLE TWO)

Book-Entry Only Procedures

The following discussion pertains to debt securities that are issued in book-
entry only form.

One or more global securities would be issued to DTC or its nominee. DTC would
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the securities. The participant would then keep a record
of its clients who purchased the securities. A global security may not be
transferred, except that DTC, its nominees and their successors may transfer an
entire global security to one another.

Under book-entry only, we will not issue certificates to individual holders of
the debt securities. Beneficial interests in global securities will be shown on,
and transfers of global securities will be made only through, records maintained
by DTC and its participants.

DTC has provided us with the following information: DTC is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under Section
17A of the Securities Exchange Act of 1934. DTC holds securities that its
participants, referred to as direct participants, deposit with DTC. DTC also
facilitates the settlement among direct participants of securities transactions,
such as transfers and pledges, in deposited securities through computerized
records for direct participants' accounts. This eliminates the need to exchange
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations.

DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
participant. The rules that apply to DTC and its participants are on file with
the SEC.

DTC is owned by a number of its direct participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.

We will wire principal and interest payments to DTC's nominee. We and the
trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the trustee will have no direct responsibility or
liability to pay amounts due on the securities to owners of beneficial interests
in the global securities.

It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit direct participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to direct participants whose accounts are credited
with securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with securities
held for the account of customers registered in "street name." However, these
payments will be the responsibility of the participants and not of DTC, the
trustee, or us.

                                       6
<PAGE>


Debt securities represented by a global security would be exchangeable for debt
securities certificates with the same terms in authorized denominations only if:

     .  DTC notifies us that it is unwilling or unable to continue as
        depository;

     .  if DTC ceases to be a clearing agency registered under applicable law
        and a successor depository is not appointed by us within 90 days; or

     .  we instruct the trustee that the global security is exchangeable.

Redemption Provisions, Sinking Fund and Defeasance

We may redeem some or all of the debt securities at our option subject to the
conditions stated in the prospectus supplement relating to that series of debt
securities. If a series of debt securities is subject to a sinking fund, the
prospectus supplement will describe those terms. (ARTICLES ELEVEN and TWELVE)

The indenture permits us to discharge or "defease" certain of our obligations on
any series of debt securities at any time. We may defease by depositing with the
trustee sufficient cash or government securities to pay all sums due on that
series of debt securities. (ARTICLE FOUR)

Liens on assets

The debt securities will not be secured. However, if we at any time incur other
debt or obligations secured by a mortgage or pledge on any of our property, the
indenture requires us to secure the debt securities equally with the other debt
or obligations for as long as the other debt or obligations remain secured.
Exceptions to this requirement include the following:

     .    purchase-money mortgages or liens;

     .    liens on any property or asset that existed at the time when we
          acquired that property or asset;

     .    any deposit or pledge to secure public or statutory obligations;

     .    any deposit or pledge with any governmental agency required to qualify
          us to conduct any part of our business, to entitle us to maintain
          self-insurance or to obtain the benefits of any law relating to
          workmen's compensation, unemployment insurance, old age pensions or
          other social security;

     .    any deposit or pledge with any court, board, commission or
          governmental agency as security for the proper conduct of any
          proceeding before it; or

     .    any mortgage, pledge or lien on any property or asset of Verizon
          Communications or any of our other affiliates, even if Verizon
          Communications or the affiliate acquired that property or asset from
          us. (SECTION 1004)

We may issue or assume an unlimited amount of debt under the indenture. As a
result, the indenture does not prevent us from significantly increasing our
unsecured debt levels, which may negatively affect the resale of the debt
securities. (SECTION 301)


                                       7
<PAGE>

Changes to the Indenture

The indenture may be changed with the consent of holders owning more than 50%
of the principal amount of the outstanding debt securities of each series
affected by the change. However, we may not change your principal or interest
payment terms, modify certain provisions of the support agreement, or the
percentage required to change other terms of the indenture, without your
consent, as well as the consent of others similarly affected. (SECTION 902)

We may enter into supplemental indentures for other specified purposes,
including the creation of any new series of debt securities without the consent
of any holder of debt securities. (SECTION 901)

Consolidation, Merger or Sale

Neither we nor Verizon Communications may merge with another company or sell,
transfer or lease all or substantially all of our properties to another company
unless:

 .  either we or Verizon Communications is the continuing corporation;

 .  the successor corporation expressly assumes:

     .    payment of principal, interest and any premium on the debt securities;

     .    performance and observance of all covenants, and conditions in the
          indenture and the performance of the support agreement;

 .  after giving effect to the transaction, there is no default under the
   indenture; or

 .  if as a result of the transaction, our properties would become subject to a
   lien that would not be permitted by the asset lien restriction, we secure
   the debt securities equally and ratably with, or prior to, all indebtedness
   secured by those liens. (ARTICLE EIGHT)

Events of Default

An "event of default" means, for any series of debt securities, any of the
following:

     .    failure to pay interest on that series of debt securities for 90 days
          after payment is due;

     .    failure to pay principal or any premium on that series of debt
          securities when due;

     .    failure to perform any other covenant relating to that series of debt
          securities for 90 days after notice to us and Verizon Communications;
          and

     .    certain  events of bankruptcy, insolvency and reorganization of us or
          Verizon Communications.

An event of default for a particular series of debt securities does not
necessarily impact any other series of debt securities issued under the
indenture. (SECTION 501)


                                       8
<PAGE>

If an event of default for any series of debt securities occurs and continues,
the trustee or the holders of at least 25% of the principal amount of the debt
securities of the series may declare the entire principal of all the debt
securities of that series to be due and payable immediately. If this happens,
subject to certain conditions, the holders of a majority of the principal amount
of the debt securities of that series can rescind the declaration if we or
Verizon Communications has deposited with the trustee a sum sufficient to pay
all matured installments of interest, principal and any premium. (SECTION 5.02)

The holders of more than 50% of the principal amount of any series of the debt
securities, may, on behalf of the holders of all of the debt securities of that
series, control any proceedings resulting from an event of default or waive any
past default except a default in the payment of principal, interest or any
premium. (SECTION 5.12) We are required to file an annual certificate with the
trustee stating whether we are in compliance with all of the conditions and
covenants under the indenture. (SECTION 7.04)

Concerning the Trustee

Within 90 days after a default occurs, the trustee must notify the holders of
the debt securities of the series of all defaults known to the trustee if we
have not remedied them (default is defined for this purpose to include the
events of default specified above absent any grace periods or notice). If a
default described in the third bullet point under "Events of Default" occurs,
the trustee will not give notice to the holders of the series until at least 60
days after the occurrence of that default. The trustee may withhold notice to
the holders of the debt securities of any default (except in the payment of
principal, interest or any premium) if it in good faith believes that
withholding this notice is in the interest of the holders. (SECTION 6.02)

Prior to an event of default, the trustee is required to perform only the
specific duties stated in the indenture, and after an event of default, must
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. (SECTION 601) The trustee is not required to
take any action permitted by the indenture at the request of holders of the debt
securities, unless those holders protect the trustee against costs, expense and
liabilities. (SECTION 603) The trustee is not required to spend its own funds or
become financially liable when performing its duties if it reasonably believes
that it will not be adequately protected financially. (SECTION 601)

First Union National Bank, the trustee, and its affiliates have commercial
banking relationships with and serve as trustee or paying agent under indentures
relating to debt securities issued by Verizon Communications, our indirect
parent, and some of its affiliates.


                                       9
<PAGE>

Description of the Support Agreement

Under a support agreement, dated as of October 31, 2000, Verizon Communications
has agreed to:

     .    own directly or indirectly all of our voting capital stock issued and
          outstanding at any time;

     .    make sure that we maintain at all times a positive tangible net
          worth; and

     .    provide us with any funds we need to make any timely payment of
          principal, interest or any premium on the debt securities, if we
          cannot obtain funds from other sources on commercially reasonable
          terms.

We and Verizon Communications cannot terminate the support agreement until all
of the debt supported by the support agreement (including the debt securities)
has been paid in full. We and Verizon Communications cannot amend the support
agreement in any way that adversely affects your rights unless you consent in
writing.

If we fail or refuse to take timely action to enforce our rights under the
support agreement or if we default in the timely payment of principal, interest
or any premium, you have the right to proceed directly against Verizon
Communications to enforce the rights under the support agreement or to obtain
payment of the defaulted principal, interest or premium owed to you. However, in
no event will you have recourse to or against the stock or assets of Verizon
Services Corp., Telecom Corporation of New Zealand Limited or any operating
telephone company which may from time to time be owned directly or indirectly by
Verizon Communications. Except for the exclusion of this stock and assets from
recourse, Verizon Communications' obligations under the support agreement rank
equally with its other unsecured and unsubordinated debt.

As of September 30, 2001, Verizon Communications' net assets not subject to the
exclusion described in the preceding paragraph had a book value of approximately
$67.1 billion. Verizon Communications is a holding company, and therefore, its
right and the right of its creditors (including the holders of the debt
securities), to realize upon the assets of any subsidiary of Verizon
Communications, whether following any liquidation or reorganization of that
subsidiary, or otherwise, is subject to prior claims of creditors of each such
subsidiary, except to the extent that claims of Verizon Communications itself as
a creditor of a subsidiary may be recognized.

EXPERTS

The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 2000 and for the year then ended,
included in Verizon Communications' Annual Report on Form 10-K filed on March
23, 2001, and incorporated by reference in this prospectus, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report which is
also included therein and incorporated by reference herein. Such consolidated
financial statements are incorporated by reference herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements and financial statement schedule of
Verizon Communications Inc. as of December 31, 1999 and for the two years in the
period ended December 31, 1999, included in Verizon Communications' Annual
Report on Form 10-K filed on March 23, 2001, and incorporated by reference in
this prospectus, have been audited by PricewaterhouseCoopers LLP, independent
accountants, other than the financial statements of GTE Corporation (a wholly
owned subsidiary of Verizon Communications) which were audited by Arthur
Andersen LLP, independent public accountants, as set forth in their reports
which are also included therein and incorporated by reference herein. Such
consolidated financial statements are incorporated by reference herein in
reliance on such reports given on the authority of such firms as experts in
accounting and auditing.


                                      10
<PAGE>

LEGAL MATTERS

William P. Barr, Executive Vice President and General Counsel of Verizon
Communications, or his successor, will issue an opinion about the validity of
the debt securities and the support agreement. As of September 30, 2001, Mr.
Barr beneficially owned approximately 12,006 shares of Verizon Communications
common stock and had options to purchase an aggregate of 994,800 shares of
Verizon Communications common stock.

Milbank, Tweed, Hadley & McCloy LLP of New York, New York will issue an opinion
on certain legal matters for the agents or underwriters. Milbank, Tweed, Hadley
& McCloy LLP from time to time represents affiliates of Verizon Communications
Inc. in connection with matters unrelated to the offering of the debt securties.

PLAN OF DISTRIBUTION

We may sell any series of debt securities:

 .  through underwriters or dealers;

 .  through agents; or

 .  directly to one or more purchasers.

The prospectus supplement or pricing supplement will include:

 .  the initial public offering price;

 .  the names of any underwriters, dealers or agents;

 .  the purchase price of the debt securities;

 .  our proceeds from the sale of the debt securities;

 .  any underwriting discounts or agency fees and other underwriters' or agents'
   compensation; and

 .  any discounts or concessions allowed or reallowed or paid to dealers.

If underwriters are used in the sale, they will buy the debt securities for
their own account. The underwriters may then resell the debt securities in one
or more transactions, at any time or times, at a fixed public offering price or
at varying prices.

This prospectus should not be considered an offer of the debt securities in
states where prohibited by law.

If there is a default by one or more of the underwriters affecting 10% or less
of the total principal amount of debt securities offered, the non-defaulting
underwriters must purchase the debt securities agreed to be purchased by the
defaulting underwriters.  If the default affects more than 10% of the total
principal amount of the debt securities, we may, at our opinion, sell less than
all the debt securities offered.

Underwriters and agents that participate in the distribution of the debt
securities may be underwriters as defined in the Securities Act of 1933. Any
discounts or commission that we pay them and any profit that they receive from
the resale of the debt securities by them may be treated as underwriting
discounts and commissions under that Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute with respect to payments which they may be required to make.

                                      11
<PAGE>

Underwriters and agents may be customers of Verizon Communications or its
affiliates or may engage in transactions with us, Verizon Communications or our
affiliates or perform services for any of us in the ordinary course of business.

                                      12
<PAGE>

                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

1.  Registration fee ................................................ $1,250,000
2.  Rating Agency fees...............................................    120,000
3.  Trustee fees ....................................................     70,000
4.  Costs of Printing ...............................................    150,000
5.  Accounting fees .................................................     50,000
6.  Legal fees ......................................................     25,000
7.  Miscellaneous fees ..............................................     35,000
                                                                      ----------
                                                                      $1,700,000
                                                                      ----------

Item 15.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful.  In a derivative
action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection with the
defense or settlement of an action or suit if they acted in good faith and in a
manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such adjudication
of liability.

     Article 7 of the Verizon Restated Certificate of Incorporation makes
mandatory the indemnification expressly authorized under the DGCL, except that
the Certificate of Incorporation only provides for indemnification in derivative
actions, suits or proceedings initiated by a director or officer if the
initiation of such action, suit or proceeding was authorized by the Board of
Directors.

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of
Merger dated as of April 21, 1996 by and between NYNEX Corporation ("NYNEX") and
Bell Atlantic Corporation ("Bell Atlantic"), Bell Atlantic agreed for a period
of six years following the Effective Time to (a) cause NYNEX to maintain in
effect the provisions regarding indemnification of officers and directors
contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and fiduciary
liability insurance with respect to claims arising prior to the Effective Time,
and (c) indemnify, and cause NYNEX to indemnify, the directors and officers of
Bell Atlantic and NYNEX, respectively, to the fullest extent permitted under
their respective certificates of incorporation and bylaws and applicable law.
In addition, Bell Atlantic has agreed to unconditionally and irrevocably
guarantee for the benefit of such directors, officers and employees the
obligations of NYNEX under its indemnification arrangements.

                                     II-1
<PAGE>

     Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of
Merger dated as of July 27, 1998, by and among GTE Corporation ("GTE"), Bell
Atlantic, and a wholly owned subsidiary of Bell Atlantic, Bell Atlantic agreed
for a period of six years following the Effective Time to (a) cause GTE to
maintain in effect the provisions regarding indemnification of officers and
directors contained in the GTE charter and bylaws and the charters and bylaws of
each of its subsidiaries or in director, officer or employee indemnification
agreements of GTE and its subsidiaries, (b) maintain in effect and cause GTE to
maintain in effect current policies of directors' and officers' liability
insurance and fiduciary liability insurance with respect to claims arising prior
to the Effective Time, and (c) indemnify, and cause GTE to indemnify, the
directors and officers of Bell Atlantic and GTE, respectively, to the fullest
extent permitted under their respective charters and bylaws and applicable law.
In addition, Bell Atlantic has agreed to unconditionally and irrevocably
guarantee for the benefit of such directors, officers and employees the
obligations of GTE under its indemnification arrangements.

     The Certificate of Incorporation of each of Verizon Communications and
Verizon Global Funding limits the personal liability of directors to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by the Delaware General
Corporation Law.

     The directors and officers of Verizon Communications and Verizon Global
Funding are insured against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by Verizon.

Item 16.  Exhibits

     See Exhibit Index on Page II-7

Item 17.  Undertakings

     The undersigned hereby undertake that, for purposes of determining any
     liability under the Securities Act of 1933, as amended (the "Act"), each
     filing of Verizon Communications Inc.'s annual report pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"), that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Act may be
     permitted to officers, directors and controlling persons of either
     Registrant pursuant to any charter provision, by-law or otherwise, the
     Registrants have been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than payment by
     the Registrants of expenses incurred or paid by an officer, director or
     controlling person of either Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such officer, director or
     controlling person in connection with the securities being registered, such
     Registrants will, unless in the opinion of their counsel the matter has
     been settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by them is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

     The undersigned Registrants hereby undertake:

     (1) to file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Act;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of this registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in this registration
                    statement. Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total
                    dollar value of securities offered would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 20 percent change
                    in the maximum aggregate

                                     II-2

<PAGE>

                      offering price set forth in the " Calculation of
                      Registration Fee" table in the effective registration
                      statement; and

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in this registration statement;

     provided, however, that paragraphs (i) and (ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by Verizon Communications
     Inc. pursuant to Section 13 or 15(d) of the Exchange Act that are
     incorporated by reference in the registration statement.

     (2)       That, for purposes of determining any liability under the Act,
               each such post-effective amendment shall be deemed to be a new
               registration statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial bona fide offering thereof.

     (3)       To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                                     II-3
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
Global Funding Corp. has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Wilmington, State of Delaware, on the 16/th/ day of November, 2001.


                                   VERIZON GLOBAL FUNDING CORP.

                                   By: /s/ Janet M. Garrity
                                       --------------------
                                       Janet M. Garrity
                                       (President and Treasurer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
     Signature                          Title                              Date
<S>                                <C>                                     <C>
       *                            Chief Financial Officer                November 16, 2001
---------------------------     (Principal Financial Officer
Robert S. Fitzmire                and Principal Accounting
                                          Officer)

       *                            Director, President and                November 16, 2001
---------------------------      Treasurer (Principal Executive
Janet M. Garrity                            Officer)

       *
---------------------------
William F. Heitmann                         Director                       November 16, 2001

       *
---------------------------
David S. Kauffman                           Director                       November 16, 2001
</TABLE>

*  By  /s/ Janet M. Garrity
      ---------------------
     Janet M. Garrity
     Individually and as attorney-in-fact

                                     II-4
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Verizon
Communications Inc. has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 16/th/ day November, 2001.

                                   VERIZON COMMUNICATIONS INC.

                                   By: /s/ William F. Heitmann
                                       -----------------------
                                      (Senior Vice President and
                                      Treasurer)


Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
          Signature                          Title                              Date
<S>                             <C>                                             <C>
          *
---------------------------
James R. Barker                             Director                            November 16, 2001

         *
---------------------------
Edward H. Budd                              Director                            November 16, 2001

          *
---------------------------
Richard L. Carrion                          Director                            November 16, 2001

          *
---------------------------
Robert F. Daniell                           Director                            November 16, 2001

          *
---------------------------
Helene L. Kaplan                            Director                            November 16, 2001

          *
---------------------------
Charles R. Lee                  Director, Co-Chairman and Chief                 November 16, 2001
                                Executive Officer (co-principal
                                       executive officer)

          *
---------------------------
Sandra O. Moose                             Director                            November 16, 2001

          *
---------------------------
Joseph Neubauer                             Director                            November 16, 2001

          *
---------------------------
Thomas H. O'Brien                           Director                            November 16, 2001

          *
---------------------------
Russell E. Palmer                           Director                            November 16, 2001

          *
---------------------------
Hugh B. Price                               Director                            November 16, 2001


          *
---------------------------
Frederic V. Salerno             Senior Executive Vice President and             November 16, 2001
                                Chief Financial Officer / Strategy and
                                Business Development (Chief
                                Financial Officer)

          *
---------------------------
Ivan G. Seidenberg              Director, Co-Chairman and Chief                 November 16, 2001
                                Executive Officer (co-principal
                                       executive officer)

          *
---------------------------
Walter V. Shipley                           Director                            November 16, 2001
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<S>                                <C>                                                     <C>
          *
---------------------------
John W. Snow                                Director                                       November 16, 2001

          *
---------------------------
John R. Stafford                            Director                                       November 16, 2001

          *
---------------------------
Robert D. Storey                            Director                                       November 16, 2001

          *                        Senior Vice President and
---------------------------
Lawrence R. Whitman                  Controller (principal                                 November 16, 2001
                                      accounting officer)
</TABLE>

*  By /s/ William F. Heitmann
      ------------------------
         Attorney-in-Fact

                                      II-6
<PAGE>

     EXHIBIT
     NO.                                DESCRIPTION
---------------------          -------------------------------------------

     1.1                      Form of Purchase Agreement*

     3.1                      Certificate of Incorporation of Verizon Global
                              Funding Corp. (incorporated by reference to
                              Verizon Global Funding Corp.'s Registration
                              Statement on Form S-4, Registration No. 333-64792,
                              Exhibit 3.1)

     3.2                      Restated Certificate of Incorporation of Verizon
                              Communications Inc., as amended (incorporated by
                              reference to Verizon Communication Inc.'s Annual
                              Report on Form 10-K for the year ended December
                              31, 2000, Exhibit 3(a))

     3.3                      By-laws of Verizon Global Funding Corp.
                              (incorporated by reference to Verizon Global
                              Funding Corp.'s Registration Statement on Form
                              S-4, Registration No. 333-64792, Exhibit 3.3)

     3.4                      By-laws of Verizon Communications Inc.
                              (incorporated by reference to Verizon
                              Communication Inc.'s Annual Report on Form 10-K
                              for the year ended December 31, 2000, Exhibit
                              3(b))

     4.1                      Indenture among Verizon Global Funding Corp.,
                              Verizon Communications Inc. and First Union
                              National Bank, as Trustee, dated as of December 1,
                              2000 (incorporated by reference to Verizon Global
                              Funding Corp.'s Registration Statement on Form
                              S-4, Registration No. 333-64792, Exhibit 4.1)

     4.2                      Supplemental Indenture among Verizon Global
                              Funding Corp., Verizon Communications Inc. and
                              First Union National Bank, as Trustee, dated as of
                              May 15, 2001 (incorporated by reference to Verizon
                              Global Funding Corp.'s Registration Statement on
                              Form S-3, Registration No. 333-67412, Exhibit 4.2)

     4.3                      Form of Fixed Rate Debt Security*

     4.4                      Form of Floating Rate Debt Security*

     4.5                      Support Agreement between Verizon Communications
                              Inc. and Verizon Global Funding Corp. dated as of
                              October 31, 2001 (incorporated by reference to
                              Verizon Global Funding Corp.'s Registration
                              Statement on Form S-3, Registration No. 333-67412,
                              Exhibit No.4.4)

     5                        Opinion and Consent of William P. Barr, Esq.*

     12                       Statement of Verizon Communications Inc.
                              Consolidated Computation of Ratio of Earnings to
                              Fixed Charges (incorporated by reference to
                              Verizon Communications Inc.'s Quarterly Report on
                              Form 10-Q for the period ended September 30, 2001,
                              Exhibit 12)

     23.1                     Consent of Ernst & Young LLP*

                                      II-7
<PAGE>

     23.2                     Consent of PricewaterhouseCoopers LLP*

     23.3                     Consent of Arthur Andersen LLP*

     23.4                     Consent of William P. Barr, Esq. (contained in
                              opinion filed as Exhibit 5)

     24.1                     Powers of Attorney of Verizon Global Funding
                              Corp. (incorporated by reference to Verizon Global
                              Funding Corp.'s Registration Statement on Form
                              S-4, Registration No. 333-64792, Exhibit 24.1)

     24.2                     Powers of Attorney of Verizon Communications Inc.
                              (incorporated by reference to Verizon Global
                              Funding Corp.'s Registration Statement on Form
                              S-4, Registration No. 333-64792, Exhibit 24.2)

     25                       Statement of Eligibility of Trustee on Form T-1*


*  Filed herewith.

                                     II-8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>dex11.txt
<DESCRIPTION>FORM OF PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                     EXHIBIT 1.1

                          VERIZON GLOBAL FUNDING CORP.

                               PURCHASE AGREEMENT

     Verizon Global Funding Corp., a Delaware corporation ("Verizon Global
Funding") and an indirect wholly owned subsidiary of Verizon Communications
Inc., a Delaware corporation ("Verizon Communications" and, together with
Verizon Global Funding, the "Companies") proposes to issue and sell
$_____,000,000 aggregate principal amount of its __________ (the "New Notes"),
supported by a support agreement, dated as of October 31, 2000 (the "Support
Agreement" and, together with the New Notes, the "Securities") between Verizon
Global Funding and Verizon Communications. Subject to the terms and conditions
set forth or incorporated by reference herein, Verizon Global Funding agrees to
sell and the purchaser or purchasers named in Schedule A attached hereto (the
"Purchasers") severally agree to purchase the New Notes at ___% of their
principal amount, plus accrued interest, if any, from ______, 200__ to the date
of payment for the New Notes and delivery thereof. Interest on the New Notes
will be payable semi-annually on ______ and ______, commencing ______, 200__.
The New Notes will be reoffered to the public at ___% of their principal amount.

     All the provisions contained in the Standard Purchase Agreement Provisions
(November 2001 Edition) (the "Standard Purchase Agreement Provisions") annexed
hereto shall be deemed to be a part of this Purchase Agreement to the same
extent as if such provisions had been set forth in full herein.

REDEMPTION PROVISIONS:

     [The New Notes will not be redeemable prior to maturity.]

                                       OR

     [The New Notes will not be redeemable prior to ______. Thereafter, the New
Notes 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 Verizon
Global Funding at the redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as defined below
plus the rate of interest on the New Notes. The redemption price during the
twelve-month period beginning ______ and during the twelve- month periods
beginning on each ______ thereafter through the twelve-month period ended ______
will be determined by reducing the initial regular redemption price by an amount
determined by multiplying (a) 1/_ of the amount by which such initial regular
redemption price exceeds 100% by (b) the number of such full twelve-month
periods which shall have elapsed between ______ and the date fixed for
redemption; and thereafter the redemption prices during the twelve-month periods
beginning _____ shall be 100%; provided, however, that all such prices will be
specified to the nearest 0.01%, or if there is no nearest 0.01%, then to the
next higher 0.01%.

     For the purpose of determining the redemption prices of the New Notes, the
initial public offering price of the New Notes shall be the price, expressed in
percentage of principal amount (exclusive of accrued interest), at which the New
Notes are to be initially offered for sale to the public; if there is not a
public offering of the New Notes, the initial public offering price of the New
Notes shall be deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest); to be paid to Verizon Global Funding by
the Purchasers.]

                                       OR

     [The New Notes may be redeemed on not less than 30 nor more than 60 days'
notice given as provided in the Indenture, as a whole or from time to time in
part, at the option of Verizon Global Funding, at a redemption price equal to
the greater of (i) 100% of the principal amount thereof and (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
<PAGE>

                                       -2-

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 yields 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 New Notes 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 Notes of comparable maturity to the
remaining term of such New Notes.

     "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 Verizon Global
Funding.

     "Reference Treasury Dealer" means (i) any independent investment banking or
commercial banking institution of national standing and their respective
successors appointed by Verizon Global Funding, 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"), Verizon Global Funding
shall substitute therefor another Primary Treasure Dealer and (ii) any other
Primary Treasury Dealer selected by the Independent Investment Banker and
approved in writing by Verizon Global Funding.

     "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, or 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 the Notes in part only, a new Note of like
tenor for the unredeemed portion thereof and otherwise having the same terms as
the Note shall be issued in the name of the holder thereof upon the presentation
and surrender thereof.]

CLOSING:

     The Purchasers agree to pay for the New Notes by wire transfer in same day
funds to an account designated by Verizon Global Funding upon delivery of such
New Notes at __:__ a.m. (New York City time) on ______, 200_ (the "Closing
Date"), or at such other time, not later than the seventh full business day
thereafter, as shall be agreed upon by Verizon Global Funding and the Purchasers
or the firm or firms designated as the representative or representatives, as the
case may be, of the Purchasers (the "Representative").

DENOMINATION OF THE NEW NOTES:

     [The New Notes shall be in the form of temporary or definitive
fully-registered New Notes in denominations of One Thousand Dollars ($1,000) or
any integral multiple thereof, registered in such names as the Purchasers or the
Representative shall request not less than two business days before the Closing
Date. Verizon Global Funding agrees to make the New Notes available to the
Purchasers or the Representative for inspection at the office of First Union
National Bank in New York, New York or The Depository Trust Company, New York,
New York, at least twenty four hours prior to the time fixed for the delivery of
the New Notes on the Closing Date.]
<PAGE>

                                       -3-

                                       OR

     [The New Notes shall be in the form of one or more Global Notes which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, the New Notes and shall be registered in the name of The
Depository Trust Company or its nominee. Verizon Global Funding agrees to make
the New Notes available to the Purchasers or the Representative for inspection
at the office of First Union National Bank in New York, New York or The
Depository Trust Company, New York, New York, at least twenty-four hours prior
to the time fixed for the delivery of the New Notes on the Closing Date.]

RESALE:

     [The Purchasers represent that they intend to resell the New Notes, and
therefore the provisions applicable to Reselling Purchasers in the Standard
Purchase Agreement Provisions will be applicable.]

                                       OR

     [The Purchasers represent that they do not intend to resell the New Notes,
and therefore the provisions applicable to Reselling Purchasers in the Standard
Purchase Agreement Provisions will not be applicable.]

     In witness whereof, the parties have executed this Purchase Agreement this
______ day of ______, ______.

                                         [Names of Purchasers or Representative]




                                         By:
                                            ------------------------------------
                                                Title:


                                         VERIZON GLOBAL FUNDING CORP.



                                         By:
                                            ------------------------------------
                                                Title:

                                         VERIZON COMMUNICATIONS INC.


                                         By:
                                            ------------------------------------
                                                Title:
<PAGE>

                                   SCHEDULE A

     The names of the Purchasers and the principal amount of New Notes which
each respectively agrees to purchase are as follows:

                                                                      Principal
                                                                        Amount
                                                                    of New Notes
Name                                                                ------------
----
                                                                      $ ,000,000
                                                                      ----------
           Total.............................................         $ ,000,000
                                                                      ==========
<PAGE>












                         VERIZON GLOBAL FUNDING CORP.

                    STANDARD PURCHASE AGREEMENT PROVISIONS

                            (November 2001 Edition)





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     Verizon Global Funding Corp., a Delaware corporation (the "Company") and an
indirect, wholly owned subsidiary of Verizon Communications, a Delaware
corporation ("Verizon Communications" and together with Verizon Global Funding,
the "Companies"), may enter into one or more purchase agreements providing for
the sale of Debt Securities to the purchaser or purchasers named therein (the
"Purchasers"). The standard provisions set forth herein will be incorporated by
reference in any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including these Standard Purchase Agreement Provisions incorporated
therein by reference, is hereinafter referred to as "this Agreement". Unless
otherwise defined herein, terms used in this Agreement that are defined in the
Purchase Agreement have the meanings set forth therein.

                              I. SALE OF THE NOTES

     Verizon Global Funding proposes to issue one or more series of Debt
Securities pursuant to the provisions of an Indenture dated as of December 1,
2000 (the "Indenture"), among Verizon Global Funding, Verizon Communications and
First Union National Bank (the "Trustee"). In a supplemental indenture to the
Indenture, a resolution of the Board of Directors of Verizon Global Funding or
an officers' certificate pursuant to a supplemental indenture or board
resolution specifically authorizing each new series of Debt Securities, Verizon
Global Funding will designate the title of each new series of Debt Securities,
and the aggregate principal amount, date or dates of maturity, dates for payment
and rate of interest, redemption dates, prices, obligations and restrictions, if
any, and any other terms with respect to each such series.

     Verizon Global Funding has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), Registration Statement No. 333-______ relating to $5,000,000,000 of
Verizon Global Funding's debt securities registered thereunder (the amount
remaining unsold thereunder, from time to time, is hereinafter referred to as
the "Debt Securities"), including a prospectus which relates to the Debt
Securities, and has filed with, or transmitted for filing to, the Commission (or
will promptly after the sale so file or transmit for filing) a prospectus
supplement specifically relating to a particular series of Debt Securities (such
particular series being hereinafter referred to as the "New Notes") pursuant to
Rule 424(b) under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statement referred to herein, as amended to the date of
the Purchase Agreement. The term "Basic Prospectus" means the prospectus
relating to the Debt Securities included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the prospectus supplement
specifically relating to the New Notes, as filed with, or transmitted for filing
to, the Commission pursuant to Rule 424(b). As used herein, the terms
"Registration Statement", "Basic Prospectus" and "Prospectus" shall include in
each case the material, if any, incorporated by reference therein.

                   II. PURCHASERS' REPRESENTATIONS AND RESALE

     Each Purchaser severally and not jointly represents and warrants that
information furnished in writing to the Companies expressly for use with respect
to the New Notes will not contain any untrue statement of a material fact and
will not omit any material fact in connection with such information necessary to
make such information not misleading.

     If the Purchasers advise Verizon Global Funding in the Purchase Agreement
that they intend to resell the New Notes, Verizon Global Funding will assist the
Purchasers as hereinafter provided. The terms of any such resale will be set
forth in the Prospectus. The provisions of Paragraphs C and D of Article VI and
Articles VIII, IX and X of this Agreement apply only to Purchasers that have
advised Verizon Global Funding of their intention to resell the New Notes
("Reselling Purchasers"). All other provisions apply to any Purchaser including
a Reselling Purchaser.

                                  III. CLOSING

     The closing will be held at the office of Milbank, Tweed, Hadley & McCloy
LLP, One Chase Manhattan Plaza, New York, New York, on the Closing Date.
Concurrent with the delivery of the New Notes to the Purchasers or to the
Representative for the account of each Purchaser, payment of the full purchase
price of the New Notes shall be made by wire transfer in same day funds to an
account designated by Verizon Global Funding.
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                                      -2-

                    IV. CONDITIONS TO PURCHASERS' OBLIGATIONS

     The respective obligations of the Purchasers hereunder are subject to the
following conditions:

     (A)  The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall be in
effect, and no proceedings for such purpose shall be pending before or
threatened by the Commission; since the latest date as of which information is
given in the Registration Statement, there shall have been no material adverse
change in the business, business prospects, properties, financial condition or
results of operations of either of the Companies; and the Purchasers or the
Representative shall have received on the Closing Date the customary form of
compliance certificate, dated the Closing Date and signed by the President or a
Vice President of each of the Companies, including the foregoing. The officer
executing such certificate may rely upon the best of his or her knowledge as to
proceedings pending or threatened.

     (B)  The Purchasers or the Representative shall have received on the
Closing Date an opinion of the General Counsel of Verizon Communications, or
other counsel to the Companies satisfactory to the Purchasers and counsel to the
Purchasers, dated the Closing Date, substantially in the form set forth in
Exhibit A hereto.

     (C)  The Purchasers or the Representative shall have received on the
Closing Date an opinion of Milbank, Tweed, Hadley & McCloy LLP, counsel for the
Purchasers, dated the Closing Date, substantially in the form set forth in
Exhibit B hereto.

     (D)  The Purchasers or the Representative shall have received on the
Closing Date a letter from Ernst & Young LLP, independent public accountants for
Verizon Communications, dated as of the Closing Date, to the effect set forth in
Exhibit C hereto.

     (E)  The Purchasers or the Representative shall have received on the
Closing Date a letter from PricewaterhouseCoopers LLP, independent public
accountants, dated as of the Closing Date, to the effect set forth in Exhibit D
hereto.

     (F)  The Purchasers or the Representative shall have received on the
Closing Date a letter from Arthur Andersen LLP, independent public accountants,
dated as of the Closing Date, to the effect set forth in Exhibit E hereto.

     If any condition specified in this Article IV shall not have been fulfilled
when and as required to be fulfilled, this Agreement may be terminated by the
Purchasers by notice to the Companies and such termination shall be without
liability of any party to any other party except as provided in Articles VI and
VII hereof.

                     V. CONDITIONS TO COMPANIES' OBLIGATIONS

     The obligations of the Companies hereunder are subject to the following
conditions:

     (A)  The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall be in
effect, and no proceedings for such purpose shall be pending before or
threatened by the Commission.

     (B)  Verizon Global Funding shall have received on the Closing Date the
full purchase price of the New Notes purchased hereunder.
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                                      -3-

                         VI. COVENANTS OF THE COMPANIES

     In further consideration of the agreements contained herein of the
Purchasers, the Companies covenant to the several Purchasers as follows:

     (A)  To furnish to the Purchasers or the Representative a copy of the
Registration Statement including materials, if any, incorporated by reference
therein and, during the period mentioned in (C) below, to supply as many copies
of the Prospectus, any documents incorporated by reference therein and any
supplements and amendments thereto as the Purchasers or the Representative may
reasonably request. The terms "supplement" and "amendment" or "amend" as used in
this Agreement shall include all documents filed by Verizon Communications with
the Commission subsequent to the effective date of the Registration Statement,
or the date of the Basic Prospectus, as the case may be, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are
deemed to be incorporated by reference therein.

     (B)  Before amending or supplementing the Registration Statement or the
Prospectus with respect to the New Notes, to furnish to any Purchaser or the
Representative, and to counsel for the Purchasers, a copy of each such proposed
amendment or supplement.

     The covenants in Paragraphs (C), (D) and (E) apply only to Reselling
Purchasers:

     (C)  The Companies will notify the Reselling Purchasers promptly, at any
time prior to completion of the resale of the New Notes by the Reselling
Purchasers, and confirm the notice in writing, (i) of the delivery to the
Commission for filing any document to be filed pursuant to the Exchange Act
which will be incorporated by reference into the Registration Statement, (ii) of
any request by the Commission for any amendment or supplement to the
Registration Statement, to any document incorporated by reference therein or for
any additional information, (iii) of the issuance by the Commission of any order
directed to the Registration Statement or any document incorporated therein by
reference or the initiation or threat of any challenge by the Commission to the
accuracy or adequacy of any document incorporated by reference in the
Registration Statement and (iv) of receipt by the Companies of any notification
with respect to the suspension of the qualification of the New Notes for sale in
any jurisdiction or the initiation or threat of any proceeding for that purpose.

     (D)  If, at any time prior to the completion of the resale of the New Notes
during which, in the opinion of counsel for the Reselling Purchasers, the
Prospectus is required by law to be delivered, any event shall occur as a result
of which it is necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the Prospectus is
delivered to a subsequent purchaser, not materially misleading, or if it is
otherwise necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at their own expense (unless such amendment
shall relate to information furnished by the Purchasers or the Representative by
or on behalf of the Purchasers in writing expressly for use in the Prospectus),
to the Reselling Purchasers, the number of copies requested by the Reselling
Purchasers or the Representative of either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in light of the circumstances when the Prospectus is
delivered to a subsequent purchaser, be misleading or so that the Prospectus
will comply with law.

     (E)  To use their best efforts to qualify the New Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Purchasers or
the Representative shall reasonably request and to pay all expenses (including
fees and disbursements of counsel) in connection therewith; provided, however,
that the Companies, in complying with the foregoing provisions of this
paragraph, shall not be required to qualify as a foreign company or to register
or qualify as a broker or dealer in securities in any jurisdiction or to consent
to service of process in any jurisdiction other than with respect to claims
arising out of the offering or sale of the New Notes, and provided further that
the Companies shall not be required to continue the qualification of the New
Notes beyond one year from the date of the sale of the New Notes.
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                                      -4-

              VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

     The Companies represent and warrant to the several Purchasers that (i) each
document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Basic Prospectus or the Prospectus complied or
will comply when so filed in all material respects with the Exchange Act and the
rules and regulations thereunder, (ii) each part of the Registration Statement
filed with the Commission pursuant to the Act relating to the New Notes, when
such part became effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, (iii) on the effective date of
the Registration Statement, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing Date, the
Registration Statement and the Prospectus, as amended or supplemented, if
applicable, complied or will comply in all material respects with the Act and
the applicable rules and regulations thereunder, (iv) on the effective date of
the Registration Statement, the Registration Statement did not contain, and as
amended or supplemented, if applicable, will not contain, any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein not misleading, and on the date the Prospectus, or any
amendment or supplement thereto, is filed pursuant to Rule 424(b) and on the
Closing Date, the Prospectus will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; except that these representations and warranties do not apply to
statements or omissions in the Registration Statement or the Prospectus based
upon information furnished to the Companies by any Purchaser or the
Representative by or on behalf of any Purchaser in writing expressly for use
therein or to statements or omissions in the Statement of Eligibility of the
Trustee under the Indenture, (v) there are no legal or governmental proceedings
required to be described in the Prospectus which are not described as required,
(vi) the consummation of any transaction herein contemplated will not result in
a breach of, default under or creation of any lien, charge or encumbrance upon
any material property or asset of either of the Companies or any of their
subsidiaries pursuant to the terms of any agreement or instrument to which
Verizon Global Funding or Verizon Communications is a party or any statute or
any order, rule or regulation of any court or governmental agency or body by
which either of the Companies is bound, (vii) the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended; and (viii) Verizon Global
Funding is not required to register pursuant to the Investment Company Act of
1940 (the "1940 Act").

                              VIII. INDEMNIFICATION

     The Companies agree, jointly and severally, to indemnify and hold harmless
each Reselling Purchaser and each person, if any, who controls such Reselling
Purchaser within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Basic Prospectus or
the Prospectus (if used within the period set forth in Paragraph (D) of Article
VI hereof, and as amended or supplemented if the Companies shall have furnished
any amendments or supplements thereto), or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are based upon any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished to the Companies by any Reselling Purchaser or the Representative by
or on behalf of any Reselling Purchaser in writing expressly for use therein or
by any statement or omission in the Statement of Eligibility of the Trustee
under the Indenture. The foregoing agreement, insofar as it relates to the
Prospectus, shall not inure to the benefit of any Reselling Purchaser (or to the
benefit of any person controlling such Reselling Purchaser) on account of any
losses, claims, damages or liabilities arising from the sale of any New Notes by
said Reselling Purchaser to any person if a copy of the Prospectus (as amended
or supplemented, if prior to distribution of the Prospectus to the Reselling
Purchaser, the Companies shall have made any supplements or amendments which
have been furnished to said Reselling Purchaser), but excluding the documents
incorporated by reference therein, shall not have been sent or given by or on
behalf of such Reselling Purchaser to such person at or prior to the written
confirmation of the sale of the New Notes to such person and such statement or
omission is cured in the Prospectus.

     Each Reselling Purchaser severally and not jointly agrees to indemnify and
hold harmless the Companies, their directors, their officers who sign the
Registration Statement and any person controlling the Companies to the same
extent as the foregoing indemnity from the Companies to each Reselling
Purchaser, but only with reference to information relating to said Reselling
Purchaser furnished to the Companies in writing by the Reselling Purchaser or
the Representative by or on behalf of said Reselling Purchaser expressly for use
in the Registration Statement or the Prospectus.
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                                      -5-

     In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
(provided, however, that if such indemnified party shall object to the selection
of counsel after having been advised by such counsel that there may be one or
more legal defenses available to the indemnified party which are different from
or additional to those available to the indemnifying party, the indemnifying
party shall designate other counsel reasonably satisfactory to the counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
<PAGE>

                                      -6-

     If the indemnification provided for in this Article VIII is unavailable to
an indemnified party under the first or second paragraph hereof or insufficient
in respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party
shall severally contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Companies on the one hand and the Reselling Purchasers on the other from the
offering of the New Notes or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Companies on the one hand and of the Reselling
Purchasers on the other in connection with the statement or omission that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Companies on the one hand and the Reselling Purchasers on the other in
connection with the offering of the New Notes shall be deemed to be in the same
proportion as the total net proceeds from the offering of the New Notes received
by Verizon Global Funding bear to the total commissions, if any, received by all
of the Reselling Purchasers in respect thereof. If there are no commissions
allowed or paid by Verizon Global Funding to the Reselling Purchasers in respect
of the New Notes, the relative benefits received by the Reselling Purchasers in
the preceding sentence shall be the difference between the price received by
such Reselling Purchasers upon resale of the New Notes and the price paid for
the New Notes pursuant to the Purchase Agreement. The relative fault of the
Companies on the one hand and of the Reselling Purchasers on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Companies or by the
Reselling Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in this Article VIII shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Article VIII, no Reselling Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the New Notes purchased by it under this Agreement and resold as contemplated
herein and in the Prospectus exceeds the amount of any damages which such
Reselling Purchaser has otherwise paid or becomes liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Reselling Purchasers obligations to
contribute as provided in this Article VIII are several in proportion to their
respective purchase obligations and not joint.

                                  IX. SURVIVAL

     The indemnity and contribution agreements contained in Article VIII and the
representations and warranties of the Companies contained in Article VII of this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by any Reselling
Purchaser or on behalf of any Reselling Purchaser or any persons controlling any
Reselling Purchaser and (iii) acceptance of and payment for any of the New
Notes.

                     X. TERMINATION BY RESELLING PURCHASERS

     At any time prior to the Closing Date this Agreement shall be subject to
termination in the absolute discretion of the Reselling Purchasers, by notice
given to the Companies, if (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, (iii) minimum prices shall have
been established on the New York Stock Exchange by Federal or New York State
authorities or (iv) any outbreak or material escalation of hostilities involving
the United States or declaration by the United States of a national emergency or
war or other calamity or crisis shall have occurred, the effect of any of which
is such as to make it impracticable or inadvisable to proceed with the delivery
of the New Notes on the terms and in the manner contemplated by the Prospectus.
<PAGE>

                                      -7-

                          XI. TERMINATION BY PURCHASERS

     If this Agreement shall be terminated by the Purchasers because of any
failure or refusal on the part of either of the Companies to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason (other than those set forth in Article V) either of the Companies shall
be unable to perform its obligations under this Agreement, the Companies will
reimburse the Purchasers for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by such Purchasers in connection
with the New Notes. Except as provided herein, the Purchasers shall bear all of
their expenses, including the fees and disbursements of counsel.

                         XII. SUBSTITUTION OF PURCHASERS

     If for any reason any Purchaser shall not purchase the New Notes it has
agreed to purchase hereunder, the remaining Purchasers shall have the right
within 24 hours to make arrangements satisfactory to the Companies for the
purchase of such New Notes hereunder. If they fail to do so, the amounts of New
Notes that the remaining Purchasers are obligated, severally, to purchase under
this Agreement shall be increased in the proportions which the total amount of
New Notes which they have respectively agreed to purchase bears to the total
amount of New Notes which all non-defaulting Purchasers have so agreed to
purchase, or in such other proportions as the Purchasers may specify to absorb
such unpurchased New Notes, provided that such aggregate increases shall not
exceed 10% of the total amount of the New Notes set forth in Schedule A to the
Purchase Agreement. If any unpurchased New Notes still remain, the Companies
shall have the right either to elect to consummate the sale except as to any
such unpurchased New Notes so remaining or, within the next succeeding 24 hours,
to make arrangements satisfactory to the remaining Purchasers for the purchase
of such New Notes. In any such cases, either the Purchasers or the
Representative or the Companies shall have the right to postpone the Closing
Date for not more than seven business days to a mutually acceptable date. If the
Companies shall not elect to so consummate the sale and any unpurchased New
Notes remain for which no satisfactory substitute Purchaser is obtained in
accordance with the above provisions, then this Agreement shall terminate
without liability on the part of any non-defaulting Purchaser or the Companies
for the purchase or sale of any New Note under this Agreement. No provision in
this paragraph shall relieve any defaulting Purchaser of liability to the
Companies for damages occasioned by such default.

                               XIII. MISCELLANEOUS

     This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.

     This Agreement shall be governed by and construed in accordance with the
substantive laws of the State of New York.
<PAGE>

                                                                       EXHIBIT A

          [Letterhead of General Counsel of the Verizon Communications]

                               ------------------

and the other several Purchasers
referred to in the Purchase Agreement
dated ____________________, among such
Purchasers , Verizon Global Funding Corp. and
Verizon Communications Inc.

Re:  Verizon Global Funding Corp.
___% Notes due ____

Dear Sirs:

     I have been requested by Verizon Global Funding Corp., a Delaware
corporation ("Verizon Global Funding") and an indirect, wholly owned
subsidiary of Verizon Communications Inc., a Delaware corporation ("Verizon
Communications" and, together with Verizon Global Funding, the "Companies"), as
Executive Vice President -- General Counsel of Verizon Communications, to
furnish you with my opinion pursuant to a Purchase Agreement dated ______, (the
"Agreement") among you and the Companies, relating to the purchase and sale of
$___,000,000 aggregate principal amount of Verizon Global Funding's _______ (the
"New Notes"). The New Notes are supported by a support agreement, dated as of
October 31, 2000 (the "Support Agreement"), between Verizon Global Funding and
Verizon Communications.

     In this connection I, or attorneys under my direction, have examined among
other things:

     (a)  The certificates of incorporation and by-laws of the Companies, each
as presently in effect;

     (b)  A copy of the indenture dated as of December 1, 2000 (the
"Indenture"), among the Companies and First Union National Bank (the "Trustee"),
under which the New Notes are being issued;

     (c)  [The Supplemental Indenture, dated as of ____________ (the
"Supplemental Indenture") between the Companies and the Trustee] [The
resolutions of the Board of Directors of Verizon Global Funding adopted
____________, (the "Board Resolution")] [The certificate, dated ____________, of
authorized officers of Verizon Global Funding pursuant to authorization from the
Board of Directors (the "Officers' Certificate")] specifically authorizing the
New Notes, including the issuance and sale of the New Notes;

     (d)  A copy of the Support Agreement;

     (e)  The New Notes;

     (f)  The Agreement;

     (g)  The records of the corporate proceedings of the Companies relating to
the authorization, execution and delivery of the Indenture, [the Supplemental
Indenture,] the Support Agreement, the Agreement and the New Notes;

     (h)  The record of all proceedings taken by the Companies relating to the
registration of the New Notes and the Support Agreement under the Securities Act
of 1933, as amended (the "Act"), and qualification of the Indenture under the
Trust Indenture Act of 1939, as amended (the "TIA");

     (i)  Registration Statement No. 333-______ (unless the context shall
otherwise require, the Registration Statement, as amended, is hereinafter called
the "Registration Statement"), the prospectus dated __________, together with
the prospectus supplement dated __________ relating to the New Notes in the form
filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and
all documents filed by Verizon Communications under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which are incorporated by reference in
the Prospectus (the "Incorporated Documents").
<PAGE>

                                      -2-

     On the basis of my examination of the foregoing and of such other documents
and matters as I have deemed necessary as the basis for the opinions hereinafter
expressed, I am of the opinion that:

     1.   Each of the Companies is a corporation duly incorporated, validly
          existing and in good standing under the laws of the State of Delaware,
          is a duly licensed and qualified foreign corporation in good standing
          under the laws of those jurisdictions in which such Company's
          ownership of its property or the conduct of its business requires such
          qualification (except where the failure to so qualify would not have a
          material adverse effect on the business, prospects, properties,
          financial condition or results of operations of such Company), and has
          adequate corporate power to own and operate its properties and to
          carry on the business in which it is now engaged.

     2.   All legal proceedings necessary to the authorization, issue and sale
          of the New Notes and the obligations under the Support Agreement have
          been taken by the Companies.

     3.   The Agreement has been duly and validly authorized, executed and
          delivered by each of the Companies.

     4.   The Indenture is in proper form, has been duly authorized, executed
          and delivered by each of the Companies and constitutes a legal, valid
          and binding agreement of each of the Companies enforceable in
          accordance with its terms, except as limited by bankruptcy, insolvency
          and other laws affecting the enforcement of creditors' rights and the
          availability of equitable remedies. The Indenture has been duly
          qualified under the TIA.

     5.   The New Notes conform as to legal matters with the statements
          concerning them in the Registration Statement and Prospectus and have
          been duly authorized and executed by Verizon Global Funding and
          (assuming due authentication and delivery thereof by the Trustee) have
          been duly issued for value by Verizon Global Funding and (subject to
          the qualifications set forth in paragraph 4 above) constitute legal,
          valid and binding obligations of Verizon Global Funding enforceable in
          accordance with their terms and are entitled to the benefits afforded
          by the Indenture.

     6.   The Support Agreement conforms as to legal matter with the statements
          concerning it in the Registration Statement and Prospectus, is in the
          form contemplated by the Indenture, has been duly and validly
          authorized by all necessary corporate action, executed and delivered
          and (subject to the qualifications set forth in paragraph 4 above
          constitutes the legal, the valid and binding obligation of each of the
          Companies, enforceable in accordance with its terms.

     7.   Except as may be required by the securities or Blue Sky laws of
          certain jurisdictions, no authorization, approval or consent of any
          governmental regulatory authority is required for the issuance and
          sale of the New Notes or the obligations under the Support Agreement.

     8.   Verizon Global Funding is not required to register as an Investment
          Company under the Investment Company Act of 1940, as amended;

     9.   The execution and delivery of the Agreement, the Indenture and the
          Support Agreement and the consummation of the transactions
          contemplated therein will not result in a violation of or conflict
          with the provisions of the certificate of incorporation or by-laws of
          either of the Companies or any order, decree, rule or regulation known
          to me of any court or governmental agency having jurisdiction over
          either of the Companies or their property.

     10.  To my knowledge there is no litigation or governmental proceeding
          pending or threatened against either of the Companies or their
          subsidiaries which would affect the subject matter of the Agreement.

     11.  The Registration Statement became effective under the Act and, to the
          best of my knowledge, no proceedings under Section 8 of the Act
          looking toward the possible issuance of a stop order with respect
          thereto are pending or threatened and the Registration Statement
          remains in effect on the date hereof. The Registration Statement and
          the Prospectus comply as to form in all material respects with the
          relevant provisions of the Act and of the Exchange Act as to the
          Incorporated Documents and the applicable rules and regulations of the
          Securities and Exchange Commission thereunder, except that I express
          no opinion as to the financial statements or other financial data
          contained therein. The Prospectus is lawful for use for the purposes
          specified in the Act in connection with the offer for sale and sale of
          the New Notes in the manner therein specified. I have no reason to
          believe that the Registration Statement or the Incorporated Documents,
          considered as a whole on the effective date of the Registration
          Statement, contained any untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary in order to make the statements therein not misleading or
          that the Prospectus and the Incorporated Documents, considered as a
          whole on the date hereof, contain any untrue statement of a material
          fact or omit to state a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading, except that in each case I express no
          opinion as to the financial statements or other financial data
          contained therein.

<PAGE>

                                      -3-

       Without my prior written consent, this opinion may not be relied upon by
any person or entity other than the addressee, quoted in whole or in part, or
otherwise referred to in any report or document, or furnished to any other
person or entity, except that Milbank, Tweed, Hadley & McCloy LLP may rely upon
this opinion as if this opinion were separately addressed to them.

                                             Very truly yours,






c:  Milbank, Tweed, Hadley & McCloy LLP
<PAGE>

                                                                       EXHIBIT B

                       MILBANK, TWEED, HADLEY & McCLOY LLP
                             1 Chase Manhattan Plaza
                            New York, New York 10005

                               ------------------

                          VERIZON GLOBAL FUNDING CORP.

                        $___,000,000 __________________

and the other several Purchasers
referred to in the Purchase Agreement
dated ________________, among such
Purchasers, Verizon Global Funding Corp. and
Verizon Communications Inc.

Dear Sirs:

     We have been designated by Verizon Global Funding Corp. (the "Company") as
counsel for the purchasers of $___,000,000 aggregate principal amount of its
__________________ (the "New Notes"). Pursuant to such designation and the
terms of a Purchase Agreement dated ________, relating to the New Notes (the
"Purchase Agreement"), entered into by you with Verizon Global Funding and
Verizon Communications Inc. (together, the "Companies"), we have acted as your
counsel in connection with your several purchases this day from Verizon Global
Funding of the New Notes, which are issued under an Indenture dated as of
December 1, 2000, as amended and supplemented (the "Indenture"), among the
Companies and First Union National Bank, as Trustee, and supported by a support
agreement dated as of October 31, 2000 (the "Support Agreement"), between
Verizon Global Funding and Verizon Communications Inc.

     We have reviewed originals, or copies certified to our satisfaction, of
such corporate records of the Companies, indentures, agreements and other
instruments, certificates of public officials and of officers and
representatives of the Companies, and other documents, as we have deemed
necessary as a basis for the opinions hereinafter expressed. In such examination
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity with the original
documents of all documents submitted to us as copies, and the authenticity of
the originals of such latter documents. As to various questions of fact material
to such opinions, we have, when relevant facts were not independently
established, relied upon certifications by officers of the Companies and
statements contained in the Registration Statement hereinafter mentioned.

       In addition, we attended the closing held today at the offices of
Milbank, Tweed, Hadley & McCloy LLP, 1 Chase Manhattan Plaza, New York, New
York, at which Verizon Global Funding caused the New Notes to be delivered to
your representatives at the Depository Trust Company, 55 Water Street, New York,
New York, for your several accounts, against payment therefor.

     On the basis of the foregoing and having regard to legal considerations
which we deem relevant, we are of the opinion that:

     1.   Each of the Companies is a validly existing corporation, in good
standing, under the laws of the State of Delaware.

     2.   The Purchase Agreement has been duly authorized, executed and
delivered by and on behalf of each of the Companies.

     3.   Each of the Indenture and the Support Agreement has been duly
authorized, executed and delivered by each of the Companies and constitutes a
legal, valid and binding agreement of the Companies enforceable in accordance
with its terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforceability
of creditors' rights. The enforceability of each of the Indenture and the
Support Agreement is subject to the effect of general principles of equity
(regardless of whether considered in a proceeding in equity or at law),
including without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (ii) concepts
of materiality, reasonableness, good faith and fair dealing. The Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended.

     4.   The New Notes have been duly authorized and conform as to legal
matters in all substantial respects to the description thereof contained in the
Registration Statement and Prospectus hereinafter mentioned. The New Notes
(assuming due execution thereof by Verizon Global Funding and due authentication
and delivery by the Trustee) have been duly issued for value by
<PAGE>

                                      -2-

Verizon Global Funding and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of Verizon Global
Funding, and are entitled to the benefits afforded by the Indenture in
accordance with the terms of the Indenture and of the New Notes.


     5.   On the basis of information received by the Companies from the
Securities and Exchange Commission (the "Commission"), Registration Statement
No. 333- ______ (the "Registration Statement"), filed with the Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), is effective
under the Act. The Prospectus dated __________, as supplemented by the
Prospectus Supplement dated ____________ (collectively, the "Prospectus") is
lawful for use for the purposes specified in the Act, in connection with the
offer for sale and sale of the New Notes in the manner therein specified,
subject to compliance with the provisions of securities or Blue Sky laws of
certain States in connection with the offer for sale or sale of the New Notes in
such States. To the best of our knowledge, the Registration Statement remains in
effect at this date.

     6.   The Registration Statement, as of its effective date, and the
Prospectus, as of the date hereof, together with the documents incorporated by
reference therein (the "Incorporated Documents") (except any financial
statements or other financial data which no opinion is expressed) appear on
their face to be appropriately responsive, in all material respects relevant to
the offering of the New Notes, to the requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the
applicable rules and regulations of the Commission thereunder.

     The Registration Statement was filed on Form S-3 under the Act and,
accordingly, the Prospectus does not necessarily contain a current description
of the Companies' business and affairs, since Form S-3 provides for the
incorporation by reference of certain documents filed with the Commission which
contain descriptions as of various dates. We participated in conferences with
counsel for, and representatives of, the Companies in connection with the
preparation of the Registration Statement and Prospectus and we have reviewed
the Incorporated Documents. In connection with our participation in the
preparation of the Registration Statement and the Prospectus, we have not
independently verified the accuracy, completeness or fairness of the statements
contained therein or in the Incorporated Documents, and the limitations inherent
in the review made by us and the knowledge available to us are such that we are
unable to assume, and we do not assume, any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Prospectus or the Incorporated Documents, except as otherwise
specifically stated herein. None of the foregoing disclosed to us any
information which gave us reason to believe that the Registration Statement or
the Incorporated Documents, considered as a whole on the effective date of the
Registration Statement, contained or contain any untrue statement of a material
fact or omitted or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading or that the
Prospectus and the Incorporated Documents, considered as a whole on the date
hereof, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. We express no opinion
as to any document filed by Verizon Communications Inc. under the Exchange Act,
whether prior or subsequent to such effective date, except to the extent that
such documents are Incorporated Documents read together with the Registration
Statement or the Prospectus and considered as a whole, nor do we express any
opinion as to the financial statements or other financial data included in or
omitted from, or incorporated by reference in the Registration Statement, the
Prospectus or the Incorporated Documents.

     We express no opinion as to matters governed by any laws other than the
laws of the State of New York, the Federal laws of the United States of America
and, to the extent the foregoing opinions involve laws other than the laws of
the State of New York or the Federal laws of the United States of America, in
reliance upon the opinion of even date herewith of the General Counsel of
Verizon Communications Inc., such other laws.

     The opinions contained herein are rendered to you and are solely for your
benefit and the benefit of the Purchasers represented by you in connection with
the transaction contemplated by the Purchase Agreement. These opinions may not
be relied upon by you for any other purpose, or furnished to, quoted or relied
upon by any other person, firm or corporation for any purpose, without our prior
written consent.

                                          Very truly yours,


                                          MILBANK, TWEED, HADLEY & McCLOY LLP
<PAGE>

                                                                       EXHIBIT C

                    LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS

     The letter of independent public accountants to be delivered pursuant to
Article IV, paragraph (D) of the document entitled Standard Purchase Agreement
Provisions (November 2001 Edition) shall be to the effect that:

     At the closing, the Purchasers shall have received such number of copies as
are necessary to provide one for each Purchaser of a letter addressed to the
Companies and satisfactory to the Purchasers or the Representative and counsel
to the Purchasers, dated as of the Closing Date and encompassing the performance
of certain procedures described in the letter as of a date not more than five
business days prior to the Closing Date (the "Cutoff Date"), from Ernst & Young
LLP confirming that they are independent public accountants with respect to
Verizon Communications Inc. within the meaning of the Securities Act of 1933, as
amended (the "Act") and the applicable published rules and regulations of the
Commission thereunder, specifically Rule 2-01 of Regulation S-X, and stating in
effect (1) that in their opinion, the financial statements and schedules audited
by them and incorporated by reference in the Prospectus comply as to form in all
material respects with the applicable accounting requirements of the Act, and
the Securities Exchange Act of 1934, as amended the ("Exchange Act") and the
published rules and regulations thereunder, (2) that although they have not
audited any financial statements of Verizon Communications Inc. as of any date
or for any period subsequent to the prior-year audit, and although they have
conducted an audit for that period, the purpose (and therefore the scope) of the
audit was to enable them to express their opinion on the financial statements as
of that date and for the year then ended, but not on the financial statements
for any interim period within that year; therefore, they are unable to and do
not express any opinion on the unaudited condensed consolidated balance sheet as
of the latest available interim date, and the unaudited condensed consolidated
statements of income, reinvested earnings, and cash flows for the latest
available interim period subsequent to that prior-year audit which are included
in the Prospectus and for the comparable period of the preceding year; they have
performed the procedures specified by the American Institute of Certified Public
Accountants for a review of interim financial information as described in SAS
No. 71, Interim Financial Information, on the latest available unaudited interim
condensed consolidated financial statements prepared by Verizon Communications
Inc., inquired of certain officials of Verizon Communications Inc. responsible
for financial and accounting matters, and read the minutes of the Board of
Directors and shareholders of Verizon Communications Inc., all of which
procedures have been agreed to by the Purchasers, nothing has come to their
attention which caused them to believe that: (a) any unaudited interim condensed
consolidated financial statements incorporated by reference in the Prospectus
(i) do not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act as it applies to Form 10-Q and the
related published rules and regulations thereunder or (ii) have not been
presented in conformity with generally accepted accounting principles applied on
a basis substantially consistent with that of the audited financial statements
incorporated by reference in the Prospectus; or (b) (i) as of the date of the
latest available unaudited condensed consolidated interim financial statement
prepared by Verizon Communications Inc., there have been any changes in the
capital stock or any increase in the short-term indebtedness or long-term debt
of Verizon Communications Inc. or any decrease in net assets, in each case as
compared with the amounts shown on the latest balance sheet incorporated by
reference in the Prospectus, (ii) for the period from the date of the latest
financial statements included or incorporated by reference in the Prospectus to
the specified date referred to in the preceding clause (i), there were any
decreases in operating revenues, net operating income, net income or Verizon
Communications Inc.'s ratio to earnings to fixed charges, in each case as
compared with the comparable period of the preceding year, or (iii) as of the
Cutoff Date there have been any material changes in the capital stock or any
material increase in the debt of Verizon Communications Inc., or any material
decreases in net assets, in each case as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the Prospectus,
and (iv) for the period from the date of the latest available interim financial
statement referred to in clause (b)(i) above to the Cutoff Date, there were any
material decreases in operating revenues, net operating income or net income, in
each case as compared with the comparable period of the preceding year, except
in all instances for changes or decreases which the Prospectus discloses have
occurred or may occur or as disclosed in such letter and except for changes
occasioned by the declaration and payment of dividends on the stock of Verizon
Communications Inc. or occasioned by sinking fund payments made on the debt
securities of Verizon Communications Inc., and (3) that they have performed the
following additional procedures with respect to the ratios of earnings to fixed
charges included or incorporated by reference in the Prospectus: (i) compared
the amounts used in the computation of such ratios with the amounts included in
the financial Statement incorporated by reference in the Prospectus and noted
agreement in all material respects, and (ii) recomputed the ratios and noted
agreement in all material respects.
<PAGE>

                                                                       EXHIBIT D

                    LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS

     The letter of independent public accountants to be delivered pursuant to
Article IV, paragraph (E) of the document entitled Standard Purchase Agreement
Provisions (November 2001 Edition) shall be to the effect that:

     At the closing, the Purchasers shall have received such number of copies as
are necessary to provide one for each Purchaser of a letter addressed to the
Companies and satisfactory to the Purchasers or the Representative and counsel
to the Purchasers, dated as of the Closing Date, from PricewaterhouseCoopers LLP
confirming that they were, as of the date of their audit report, independent
public accountants with respect to Verizon Communications Inc. within the
meaning of the Securities Act of 1933, as amended (the "Act") and the applicable
published rules and regulations of the Commission thereunder, specifically Rule
2-01 of Regulation S-X, and stating in effect that in their opinion, the
financial statements and schedules audited by them and incorporated by reference
in the Prospectus complied when filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), as to form in all material respects with
the applicable accounting requirements of the Act, and the Exchange Act and the
published rules and regulations thereunder.
<PAGE>

                                      -2-

                                                                       EXHIBIT E

                    LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS

     The letter of independent public accountants to be delivered pursuant to
Article IV, paragraph (F) of the document entitled Standard Purchase Agreement
Provisions (November 2001 Edition) shall be to the effect that:

     At the closing, the Purchasers shall have received such number of copies as
are necessary to provide one for each Purchaser of a letter addressed to the
Companies and satisfactory to the Purchasers or the Representative and counsel
to the Purchasers, dated as of the Closing Date, from Arthur Andersen LLP
confirming that they were, as of the date of their audit report, independent
public accountants with respect to GTE Corporation within the meaning of the
Securities Act of 1933, as amended (the "Act") and the applicable published
rules and regulations of the Commission thereunder, specifically Rule 2-01 of
Regulation S-X, and stating in effect that in their opinion, the financial
statements and schedules audited by them and incorporated by reference in the
Prospectus complied when filed under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as to form in all material respects with the
applicable accounting requirements of the Act, and the Exchange Act and the
published rules and regulations thereunder.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>dex43.txt
<DESCRIPTION>FORM OF FIXED RATE DEBT SECURITY
<TEXT>
<PAGE>

                                                                     Exhibit 4.3

                        FORM OF FIXED RATE DEBT SECURITY

                    (FORM OF FACE OF FIXED 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 Global Funding Corp.
                               ___% Notes due ____

Verizon Global Funding Corp., 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
<PAGE>

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.
<PAGE>

The undersigned hereby certifies that the Support Agreement endorsed hereon is a
true and complete copy of the manually executed Support Agreement.

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

Dated:                                              VERIZON GLOBAL FUNDING CORP.


[Seal]                                              By
                                                      --------------------------
                                                        President

Attest:


By
  ----------------------------
    Secretary
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

                            First Union National Bank
                      as Trustee, Authenticating Agent and
                               Security Registrar

                          By
                            ---------------------------
                              Authorized Signatory

                            Dated:
<PAGE>

                       (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 (the "Indenture"), duly executed and delivered by the Company,
Verizon Communications Inc. ("Verizon Communications") and 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, Verizon Communications 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 - 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. 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, Verizon Communications
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, or
modify any provision of the Support Agreement in any way that adversely affects
the rights of holders of Securities, 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 $1,000 or any integral multiple
thereof.*] Debt Securities may be exchanged, upon presentation
<PAGE>

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 and (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 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
<PAGE>

pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debt Securities.

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

"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.

"Reference Treasury Dealer" means any independent investment banking or
commercial banking institution of national standing and their respective
successors appointed by the Company, 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.

Holders of the Notes are entitled to the benefits of a Support Agreement between
the Company and Verizon Communications Inc. in the form endorsed hereon.

[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. ]
<PAGE>

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

                                SUPPORT AGREEMENT
                                     BETWEEN
                           VERIZON COMMUNICATIONS INC.
                                       AND
                          VERIZON GLOBAL FUNDING CORP.


          This Agreement, made and entered into as of October 31, 2000, by and
between Verizon Communications Inc., a Delaware corporation ("Parent"), and
Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").

                                   WITNESSETH:
                                   -----------

          WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and

          WHEREAS, Subsidiary has incurred, and from time to time will incur,
indebtedness through (a) the public and non-public debt markets, (b) the
issuance of commercial paper, (c) bank credit facilities, (d) negotiated loans,
(e) foreign exchange transactions or financial derivative agreements, (f) bid
and performance bonds or financial agreements in respect of the activities of
affiliates and subsidiaries of Verizon Investments Inc. and (g) structured
transactions involving the issuance, repurchase or guarantee of the equity
instruments of subsidiaries of the Parent (including any required capitalization
of such subsidiaries) where the proceeds received from such structured
transactions would be considered indebtedness for U.S. income tax purposes (all
such debt instruments, loans, commercial paper, bank agreements, foreign
exchange transactions, derivative agreements, bid and performance bonds,
financial guarantees and other instruments that would be considered indebtedness
for U.S. income tax purposes being hereinafter referred to as "Debt"), thereby
incurring indebtedness to parties other than Parent and its affiliates; and

          WHEREAS, in order to enhance and maintain the financial condition of
Subsidiary to enhance its ability to issue Debt, Parent and Subsidiary from time
to time have entered into support agreements, including a Support Agreement
dated as of April 3, 1998 (the "1998 Support Agreement"); and

          WHEREAS, Parent and Subsidiary desire to amend and restate the 1998
Support Agreement in its entirety as hereinafter set forth;

          NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree that the 1998 Support Agreement shall be
amended and restated in its entirety as follows:

          1.   Stock Ownership. During the term of this Agreement, Parent will
               ---------------
own directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding.

          2.   Net Worth. During the term of this Agreement, Parent shall cause
               ---------
Subsidiary to maintain at all times a positive tangible net worth, as determined
in accordance with generally accepted accounting principles.

          3.   Liquidity Provision. If, during the term of this Agreement,
               -------------------
Subsidiary requires funds to make timely payment of interest, principal or
premium, if any, on any Debt, and such funds are not obtainable by Subsidiary
from other sources on commercially reasonable terms, Parent shall provide to
Subsidiary, at its request, such funds either as equity or as a loan, at
Parent's option, to assure that the Subsidiary will be able to pay such
principal, interest and premium, if any, when due. If such funds are advanced to
Subsidiary as a loan, such loan shall be on such terms and conditions, including
maturity and rate of interest, as Parent and Subsidiary shall agree.
Notwithstanding the foregoing, any such loan shall be subordinated in all
respects to any and all Debt, whether or not such Debt is outstanding at the
time of such loan.

          4.   Waivers. Parent hereby waives any failure or delay on the part of
               -------
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.
<PAGE>

          5.   Rights of Lender. Except as may be provided in any indenture or
               ----------------
agreement pursuant to which Debt is issued, any Lender (defined below) shall
have the right to proceed directly against Parent without first proceeding
against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3 of
this Agreement or to obtain payment of any defaulted interest, principal or
premium owed to such Lender. However, in no event may any Lender, on default by
Parent or Subsidiary under the terms of the indenture or other agreement
pursuant to which Debt is issued, or upon failure to comply with this Agreement
by Parent or Subsidiary, have recourse to or against the stock or assets of
Verizon Services Corp., Telecom Corporation of New Zealand Limited or any
operating telephone company which may from time to time be owned directly or
indirectly by Parent. The Term "Lender", as used in this Agreement, shall mean
any Person, firm or corporation to which Subsidiary is indebted for the Debt or
which is acting as trustee or authorized representative with respect to the Debt
on behalf of such person, firm or corporation.

          6.   Termination; Amendment. This Agreement may be modified or amended
               ----------------------
in a manner that adversely affects the rights of the holders of Debt only if all
Lenders consent in advance and in writing to such modification or amendment. No
modification or amendment to this Agreement relating to the provisions set forth
in paragraphs 1, 2, 3 or 5 or this sentence shall be made unless Subsidiary
applies to the Securities and Exchange Commission for an amended order relating
to such modifications or amendment, and the Commission grants such amended
order. This Agreement may be terminated by either the Parent or the Subsidiary
by notice to the other party, provided that such termination shall be effective
only after all outstanding Debt issued by the Subsidiary is paid in full.
<PAGE>

          7.   Notice. Any notice, instruction, request, consent, demand or
               ------
other communication required or contemplated by this Agreement to be in writing,
shall be given or made or communicated by United States first class mail,
addressed as follows:

If to Parent;                    Verizon Communications Inc.
                                 1095 Avenue of the Americas
                                 New York, New York  10036

                                 Attention:  Senior Vice President and Treasurer

If to Subsidiary:                Verizon Global Funding Corp.
                                 3900 Washington Street, 2nd Floor
                                 Wilmington, Delaware  19802

                                 Attention:  President and Treasurer

          8.   Successors. The covenants, representations, warranties and
               ----------
agreements herein set forth shall be mutually binding upon, and inure to the
mutual benefit of, Parent and its successors, Subsidiary and its successors and
Lenders from time to time.

          9.   Governing Law; Counterparts. This Agreement shall be governed by
               ---------------------------
the laws of the State of New York. This instrument may be executed in
counterparts and the executed counterparts shall together constitute one
instrument.
<PAGE>

          IN WITNESS WHEREOF, the parties have set their hands and affixed their
corporate seals as of the day and year first above written.


ATTEST:                                  VERIZON COMMUNICATIONS INC.

By: /s/ Robert W. Erb                    By: /s/ William F. Heitmann
   ------------------------------           ------------------------------------
   Assistant Secretary                      Senior Vice President and Treasurer
(SEAL)


ATTEST:                                  VERIZON GLOBAL FUNDING CORP.

By: /s/ Robert W. Erb                    By: /s/ Janet M. Garrity
   ------------------------------           ------------------------------------
   Secretary                                President and Treasurer

 (SEAL)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4
<SEQUENCE>5
<FILENAME>dex44.txt
<DESCRIPTION>FORM OF FLOATING RATE DEBT SECURITY
<TEXT>
<PAGE>

                                                                     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 Global Funding Corp.
                           [TITLE OF DEBT SECURITY]

VERIZON GLOBAL FUNDING CORP., 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, 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,
<PAGE>

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; provided, however, that a holder of U.S.$10,000,000 or more in
aggregate principal amount of Debt Securities shall be entitled to receive
interest payments on such Interest Payment Date by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such holder.

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
<PAGE>

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 First Union National Bank 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.
<PAGE>

The undersigned hereby certifies that the Support Agreement endorsed hereon is a
true and complete copy of the manually executed Support Agreement.

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

Dated:                                          VERIZON GLOBAL FUNDING CORP.


[Seal]                                           By __________________
                                                     President

Attest:


By _____________________
   Secretary
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

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

                           First Union National Bank
                      as Trustee, Authenticating Agent and
                               Security Registrar

                         By __________________________
                              Authorized Signatory

                           Dated:


<PAGE>

                      (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 (the "Indenture"), duly executed and delivered by the Company,
Verizon Communications Inc. ("Verizon Communications") and 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, Verizon Communications 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 - 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. 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, Verizon Communications
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, or
modify any provision of the Support Agreement in any way that adversely affects
the rights of holders of Securities, 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 $1,000 or any integral multiple
thereof.*] Debt Securities may be exchanged, upon presentation
<PAGE>

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.

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
<PAGE>

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.

Holders of the Notes are entitled to the benefits of a Support Agreement between
the Company and Verizon Communications Inc. in the form endorsed hereon.

[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.
<PAGE>

                               SUPPORT AGREEMENT
                                    BETWEEN
                          VERIZON COMMUNICATIONS INC.
                                      AND
                         VERIZON GLOBAL FUNDING CORP.

          This Agreement, made and entered into as of October 31, 2000, by and
between Verizon Communications Inc., a Delaware corporation ("Parent"), and
Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").

                             W I T N E S S E T H :
                             --------------------

          WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and

          WHEREAS, Subsidiary has incurred, and from time to time will incur,
indebtedness through (a) the public and non-public debt markets, (b) the
issuance of commercial paper, (c) bank credit facilities, (d) negotiated loans,
(e) foreign exchange transactions or financial derivative agreements, (f) bid
and performance bonds or financial agreements in respect of the activities of
affiliates and subsidiaries of Verizon Investments Inc. and (g) structured
transactions involving the issuance, repurchase or guarantee of the equity
instruments of subsidiaries of the Parent (including any required capitalization
of such subsidiaries) where the proceeds received from such structured
transactions would be considered indebtedness for U.S. income tax purposes (all
such debt instruments, loans, commercial paper, bank agreements, foreign
exchange transactions, derivative agreements, bid and performance bonds,
financial guarantees and other instruments that would be considered indebtedness
for U.S. income tax purposes being hereinafter referred to as "Debt"), thereby
incurring indebtedness to parties other than Parent and its affiliates; and

          WHEREAS, in order to enhance and maintain the financial condition of
Subsidiary to enhance its ability to issue Debt, Parent and Subsidiary from time
to time have entered into support agreements, including a Support Agreement
dated as of April 3, 1998 (the "1998 Support Agreement"); and

          WHEREAS, Parent and Subsidiary desire to amend and restate the 1998
Support Agreement in its entirety as hereinafter set forth;

          NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree that the 1998 Support Agreement shall be
amended and restated in its entirety as follows:

          1.  Stock Ownership.  During the term of this Agreement, Parent will
              ---------------
own directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding .

          2.  Net Worth.  During the term of this Agreement, Parent shall cause
              ---------
Subsidiary to maintain at all times a positive tangible net worth, as determined
in accordance with generally accepted accounting principles.

          3.  Liquidity Provision.  If, during the term of this Agreement,
              -------------------
Subsidiary requires funds to make timely payment of interest, principal or
premium, if any, on any Debt, and such funds are not obtainable by Subsidiary
from other sources on commercially reasonable terms, Parent shall provide to
Subsidiary, at its request, such funds either as equity or as a loan, at
Parent's option, to assure that the Subsidiary will be able to pay such
principal, interest and premium, if any, when due. If such funds are advanced to
Subsidiary as a loan, such loan shall be on such terms and conditions, including
maturity and rate of interest, as Parent and Subsidiary shall agree.
Notwithstanding the foregoing, any such loan shall be subordinated in all
respects to any and all Debt, whether or not such Debt is outstanding at the
time of such loan.

          4.  Waivers.  Parent hereby waives any failure or delay on the part of
              -------
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.
<PAGE>

          5.  Rights of Lender.  Except as may be provided in any indenture or
              ----------------

agreement pursuant to which Debt is issued, any Lender (defined below) shall
have the right to proceed directly against Parent without first proceeding
against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3 of
this Agreement or to obtain payment of any defaulted interest, principal or
premium owed to such Lender. However, in no event may any Lender, on default by
Parent or Subsidiary under the terms of the indenture or other agreement
pursuant to which Debt is issued, or upon failure to comply with this Agreement
by Parent or Subsidiary, have recourse to or against the stock or assets of
Verizon Services Corp., Telecom Corporation of New Zealand Limited or any
operating telephone company which may from time to time be owned directly or
indirectly by Parent. The Term "Lender", as used in this Agreement, shall mean
any Person, firm or corporation to which Subsidiary is indebted for the Debt or
which is acting as trustee or authorized representative with respect to the Debt
on behalf of such person, firm or corporation.

          6.  Termination; Amendment.  This Agreement may be modified or amended
              ----------------------
in a manner that adversely affects the rights of the holders of Debt only if all
Lenders consent in advance and in writing to such modification or amendment. No
modification or amendment to this Agreement relating to the provisions set forth
in paragraphs 1, 2, 3 or 5 or this sentence shall be made unless Subsidiary
applies to the Securities and Exchange Commission for an amended order relating
to such modifications or amendment, and the Commission grants such amended
order. This Agreement may be terminated by either the Parent or the Subsidiary
by notice to the other party, provided that such termination shall be effective
only after all outstanding Debt issued by the Subsidiary is paid in full.
<PAGE>

          7.  Notice.  Any notice, instruction, request, consent, demand or
              ------
other communication required or contemplated by this Agreement to be in writing,
shall be given or made or communicated by United States first class mail,
addressed as follows:

If to Parent;                    Verizon Communications Inc.
                                 1095 Avenue of the Americas
                                 New York, New York  10036

                                 Attention:  Senior Vice President and Treasurer

If to Subsidiary:                Verizon Global Funding Corp.
                                 3900 Washington Street, 2nd Floor
                                 Wilmington, Delaware  19802

                                 Attention:  President and Treasurer

          8.  Successors.  The covenants, representations, warranties and
              ----------
agreements herein set forth shall be mutually binding upon, and inure to the
mutual benefit of, Parent and its successors, Subsidiary and its successors and
Lenders from time to time.

          9.  Governing Law; Counterparts.  This Agreement shall be governed by
              ---------------------------
the laws of the State of New York. This instrument may be executed in
counterparts and the executed counterparts shall together constitute one
instrument.
<PAGE>

          IN WITNESS WHEREOF, the parties have set their hands and affixed their
corporate seals as of the day and year first above written.

ATTEST:                                  VERIZON COMMUNICATIONS INC.

By: /s/ Robert W. Erb                    By: /s/ William F. Heitmann
    -----------------------                  -----------------------------------
    Assistant Secretary                      Senior Vice President and Treasurer

(SEAL)

ATTEST:                                  VERIZON GLOBAL FUNDING CORP.

By: /s/ Robert W. Erb                    By: /s/ Janet M. Garrity
    -----------------------                  -----------------------------------
    Secretary                                President and Treasurer

(SEAL)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>dex5.txt
<DESCRIPTION>OPINION AND CONSENT OF WILLIAM P. BARR, ESQ.
<TEXT>
<PAGE>

                                                                       Exhibit 5

November 8, 2001

Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036

Verizon Global Funding Corp.
3900 Washington Avenue
Wilmington, Delaware  19802

Ladies and Gentlemen:

I have examined the Registration Statement of Verizon Global Funding Corp. (the
"Company") and Verizon Communications Inc. ("Verizon") on Form S-3 under the
Securities Act of 1933, as amended, and the accompanying Prospectus pertaining
to the offer and sale from time to time of up to $5,000,000,000 aggregate
principal amount of the Company's debt securities (the "Debt Securities"). The
Debt Securities are supported as to payment of principal and interest, if any,
pursuant to the terms of a Support Agreement dated as of October 31, 2000
between the Company and Verizon (the "Support Agreement").

I, or attorneys under my supervision, have also examined each of the Company's
and Verizon's Restated Certificate of Incorporation, as amended, and such
corporate records and other documents as I have deemed necessary to enable me to
express the opinions set forth below. I am familiar with the proceedings taken
by you or proposed to be taken by you under my supervision as your counsel in
connection with the issuance of the Debt Securities.

It is my opinion that, when the Registration Statement shall have become
effective and subject to other applicable regulatory approvals:

1.   the Debt Securities, upon the issuance and sale thereof in the manner
     contemplated in the Registration Statement and the indenture referenced in
     the Prospectus, will be legally and validly issued and will be binding
     obligations of the Company, except to the extent that enforcement may be
     limited by bankruptcy, insolvency, reorganization, moratorium, or similar
     laws or equitable principles relating to or limiting creditors' rights
     generally; and

2.   the Support Agreement is a legal and validly binding obligation of the
     Company and Verizon.
<PAGE>

Verizon Communications Inc.
Verizon Global Funding Corp.
November 8, 2001
Page 2

I hereby consent to the reference to me under the caption "Legal Matters" in the
Prospectus forming a part of the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.

Very truly yours,
/s/ William P. Barr

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.1


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Verizon
Communications Inc. and Verizon Global Funding Corp. for the registration of
$5,000,000,000 principal amount of debt securities, and to the incorporation by
reference therein of our report dated February 1, 2001, with respect to the
consolidated financial statements and financial statement schedule of Verizon
Communications Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 2000, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
New York, New York

November 16, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>8
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Verizon Communications Inc. and Verizon Global Funding
Corp. (a wholly-owned subsidiary of Verizon Communications Inc.) of our report
dated February 14, 2000, except as to the pooling-of-interests with GTE
Corporation, which is as of June 30, 2000, on our audits of the consolidated
financial statements and financial statement schedule of Verizon Communications
Inc. and its subsidiaries as of December 31, 1999 and for each of the two years
in the period ended December 31, 1999, which appears in the Verizon
Communications Annual Report on Form 10-K for the year ended December 31, 2000.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

/s/ PricewaterhouseCoopers LLP
New York, New York

November 16, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>9
<FILENAME>dex233.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.3

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 by Verizon Communications
Inc. and Verizon Global Funding Corp. (a wholly-owned subsidiary of Verizon
Communications Inc.) of our report dated June 30, 2000 on the consolidated
financial statements of GTE Corporation as of December 31, 1999, and for each of
the two years in the period ended December 31, 1999, and to all references to
our Firm included in this registration statement.

/s/ Arthur Andersen LLP
Dallas, Texas

November 16, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>10
<FILENAME>dex25.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1
<TEXT>
<PAGE>

                                                                      Exhibit 25


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

       STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

     CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
                              TO SECTION 305(b)(2)

                            FIRST UNION NATIONAL BANK
               (Exact Name of Trustee as Specified in its Charter)

                                   22-1147033
                      (I.R.S. Employer Identification No.)

                 2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
                    (Address of Principal Executive Offices)

                                   28288-0201
                                   (Zip Code)

                            FIRST UNION NATIONAL BANK
                             123 SOUTH BROAD STREET
                             PHILADELPHIA, PA 19109
                    ATTENTION: CORPORATE TRUST ADMINISTRATION
                                 (215) 670-6300
            (Name, address and telephone number of Agent for Service)

                          VERIZON GLOBAL FUNDING CORP.
               (Exact Name of Obligor as Specified in its Charter)

                                    DELAWARE
         (State or other jurisdiction of Incorporation or Organization)

                                   51-0272912

                      (I.R.S. Employer Identification No.)


                 1095 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK
                    (Address of Principal Executive Offices)

                                      10036
                                   (Zip Code)

                                 DEBT SECURITIES


                         (Title of Indenture Securities)


1. General information.

Furnish the following information as to the trustee:

a) Name and address of each examining or supervisory authority to which it is
   subject:
<PAGE>

   Comptroller of the Currency
   United States Department of the Treasury
   Washington, D.C.  20219

   Federal Reserve Bank
   Richmond, Virginia 23219

   Federal Deposit Insurance Corporation
   Washington, D.C.  20429

b) Whether it is authorized to exercise corporate trust powers.

   Yes.


2. Affiliations with obligor.

   If the obligor is an affiliate of the trustee, describe each such
affiliation.

   None.


3. Voting securities of the trustee.

   Furnish the following information as to each class of voting securities of
the trustee:

   Not applicable - see answer to Item 13.


4. Trusteeships under other indentures.

   If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

   Not applicable - see answer to Item 13.


5. Interlocking directorates and similar relationships with the obligor or
underwriters.

    If the trustee or any of the directors or executive officers of the trustee
is a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.

    Not applicable - see answer to Item 13.
<PAGE>

6.  Voting securities of the trustee owned by the obligor or its
    officials.

    Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor:

    Not applicable - see answer to Item 13.


7.  Voting securities of the trustee owned by underwriters or their officials.

    Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter:

    Not applicable - see answer to Item 13.


8.  Securities of the obligor owned or held by the trustee.

    Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:

    Not applicable - see answer to Item 13.


9.  Securities of underwriters owned or held by the trustee.

    If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee:

     Not applicable - see answer to Item 13.


10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.

     If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting stock of the obligor or
(2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person:

     Not applicable - see answer to Item 13.


11. Ownership or holdings by the trustee of any securities of a person owning 50
percent or more of the voting securities of the obligor.

     If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such

                                       3
<PAGE>

person any of which are so owned or held by the trustee:

     Not applicable - see answer to Item 13.


12.  Indebtedness of the obligor to the trustee.

     Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:

     Not applicable - see answer to Item 13.


13.  Defaults by the obligor.

     (a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

     None.

     (b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
      None
14.   Affiliations with the underwriters.

      If any underwriter is an affiliate of the trustee, describe each such
affiliation.

      Not applicable - see answer to Item 13.


15.   Foreign trustee.

      Identify the order or rule pursuant to which the trustee is authorized to
act as sole trustee under indentures qualified or to be qualified under the Act.

      Not applicable - trustee is a national banking association organized under
the laws of the United States.


16.   List of Exhibits.

      List below all exhibits filed as part of this statement of eligibility.

     1. Copy of Articles of Association of the trustee as now in effect.*
---

     2. Copy of the Certificate of the Comptroller of the Currency dated March
---  4, 1998, evidencing the authority of the trustee to transact business. **

     3. Copy of the Certification of Fiduciary Powers of the trustee by the
---  Office of the Comptroller of the Currency dated April 7,

                                       4
<PAGE>

     1999.***

 X   4. Copy of existing by-laws of the trustee.
---

     5. Copy of each indenture referred to in Item 4, if the obligor is in
---  default.
       -Not Applicable.

 X   6. Consent of the trustee required by Section 321(b) of the Act.
---

 X   7. Copy of report of condition of the trustee at the close of business on
---  September 30, 2001, published pursuant to the requirements of its
     supervising authority.


     8. Copy of any order pursuant to which the foreign trustee is authorized to
---  act as sole trustee under indentures qualified or to be qualified under the
     Act.
       - Not Applicable

     9. Consent to service of process required of foreign trustees pursuant to
---  Rule 10a-4 under the Act.
       - Not Applicable

------------------------
              *Previously filed with the Securities and Exchange Commission on
March 16, 1998 as an Exhibit to Form T-1 in connection with Registration
Statement Number 333-47985, ** and filed with the Securities and Exchange
Commission on July 15, 1998 as an Exhibit to Form T-1 in connection with
Registration Statement Number 333-59145, *** and filed with the Securities and
Exchange Commission on May 20, 1999 in connection with Registration Statement
Number 333-78927 and incorporated herein by reference.



                                      NOTE

        The trustee disclaims responsibility for the accuracy or completeness of
information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.




                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
First Union National Bank, a national banking association organized and existing
under the laws of the United States of America, has duly caused this Statement
of Eligibility and Qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Philadelphia and the Commonwealth
of Pennsylvania, on the 8th day of November, 2001.



                                                      First Union National Bank

                                       5
<PAGE>

                                                      By: /s/ John H. Clapham
                                                          -------------------
                                                            John H. Clapham
                                                            Vice President

                                       6
<PAGE>

                                                                       EXHIBIT 4
                                   BY-LAWS OF

                            FIRST UNION NATIONAL BANK


                                    ARTICLE I

                            Meetings of Shareholders
                            ------------------------

     Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
     --------------------------
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 1998, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.

     Section 1.2 Special Meetings. Except as otherwise specifically provided by
     ----------------------------
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three or more shareholders owning,
in the aggregate, not less than ten percent of the stock of the Association.
Every such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten days prior to the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Association, a notice stating the purpose of the meeting.

     Section 1.3 Nominations for Directors. Nominations for election to the
     -------------------------------------
Board of Directors may be made by the Board of Directors or by any stockholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the bank, shall be made in writing and shall be delivered
or mailed to the President of the Bank and to the Comptroller of the Currency,
Washington, D. C., not less than 14 days nor more than 50 days prior to any
meeting of stockholders called for the election of directors, provided however,
that if less than 21 days' notice of such meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the Bank and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the bank that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the bank owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairman of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.

     Section 1.4 Judges of Election. The Board may at any time appoint from
     ------------------------------
among the shareholders three or more persons to serve as Judges of Election at
any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.

     Section 1.5 Proxies. Shareholders may vote at any meeting of the
     -------------------
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.

                                       7
<PAGE>

     Section 1.6 Quorum. A majority of the outstanding capital stock,
     ------------------
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                   ARTICLE II

                                    Directors
                                    ---------

     Section 2.1 Board of Directors. The Board of Directors (hereinafter
     ------------------------------
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.

     Section 2.2 Number. The Board shall consist of not less than five nor more
     ------------------
than twenty-five directors, the exact number within such minimum and maximum
limits to be fixed and determined from time to time by resolution of a majority
of the full Board or by resolution of the shareholders at any meeting thereof;
provided, however, that a majority of the full Board of Directors may not
increase the number of directors to a number which, (1) exceeds by more than two
the number of directors last elected by shareholders where such number was
fifteen or less, and (2) to a number which exceeds by more than four the number
of directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.

     Section 2.3 Organization Meeting. The Secretary of the meeting upon
     --------------------------------
receiving the certificate of the judges, of the result of any election, shall
notify the directors-elect of their election and of the time at which they are
required to meet at the Main Office of the Association for the purpose of
organizing the new Board and electing and appointing officers of the Association
for the succeeding year. Such meeting shall be held as soon thereafter as
practicable. If, at the time fixed for such meeting, there shall not be a quorum
present, the directors present may adjourn the meeting from time to time, until
a quorum is obtained.

     Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
     ----------------------------
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times thereof shall be required. Upon the failure
of the Board of Directors to adopt such a resolution, regular meetings of the
Board of Directors shall be held, without notice, on the third Tuesday in
February, April, June, August, October and December, commencing with the year
1997, at the main office or at such other place and time as may be designated by
the Board of Directors. When any regular meeting of the Board would otherwise
fall on a holiday, the meeting shall be held on the next business day unless the
Board shall designate some other day.

     Section 2.5 Special Meetings. Special meetings of the Board of Directors
     ----------------------------
may be called by the President of the Association, or at the request of three
(3) or more directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.

     Section 2.6 Quorum. A majority of the directors shall constitute a quorum
     ------------------
at any meeting, except when otherwise provided by law; but a less number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.

                                       8
<PAGE>

     Section 2.7 Vacancies. When any vacancy occurs among the directors, the
     ---------------------
remaining members of the Board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.

     Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
     ---------------------------
Boards for each of the states in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such state
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate. The senior officer in
such state, or such officers as directed by such senior officer, may appoint
advisory boards for geographic regions within such state and may consult with
the State Advisory Boards prior to such appointments.

                                   ARTICLE III

                             Committees of the Board
                             -----------------------

     Section 3.1 The Board of Directors, by resolution adopted by a majority of
     -----------
the number of directors fixed by these By-Laws, may designate two or more
directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of By-laws, (4) amendment or repeal of any resolution of the Board
which by its terms is not so amendable or repealable, and (5) declaration of
dividends, issuance of stock, or recommendations to stockholders of any action
requiring stockholder approval.

     The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.

     A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.

                                   ARTICLE IV

                             Officers and Employees
                             ----------------------
     Section 4.1 Officers. The officers of the Association may be a Chairman of
     --------------------
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors.

                                       9
<PAGE>

The Chairman of the Board and the President shall be members of the Board of
Directors. Any two or more offices may be held by one person, but no officer
shall sign or execute any document in more than one capacity.

     Section 4.2 Election, Term of Office, and Qualification. Each officer shall
     -------------------------------------------------------
be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.

     Section 4.2(a) Officers Acting as Assistant Secretary. Notwithstanding
     -----------------------------------------------------
Section 1 of these By-laws, any Senior Vice President, Vice President, or
Assistant Vice President shall have, by virtue of his office, and by authority
of the By-laws, the authority from time to time to act as an Assistant Secretary
of the Bank, and to such extent, said officers are appointed to the office of
Assistant Secretary.

     Section 4.3 Chief Executive Officer. The Board of Directors shall designate
     -----------------------------------
one of its members to be the President of this Association, and the officer so
designated shall be an ex officio member of all committees of the Association
except the Examining Committee, and its Chief Executive Officer unless some
other officer is so designated by the Board of Directors.

     Section 4.4 Duties of Officers. The duties of all officers shall be
     ------------------------------
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the corporation not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.

     Section 4.5 Other Employees. The Board of Directors may appoint from time
     ---------------------------
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.

     Section 4.6 Removal and Resignation. Any officer or employee of the
     -----------------------------------
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.5.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.

                                    ARTICLE V

                                Fiduciary Powers
                                ----------------

     Section 5.1 Capital Management Group. There shall be an area of this
     ------------------------------------
Association known as the Capital Management Group which shall be responsible for
the exercise of the fiduciary powers of this Association. The Capital Management
Group shall consist of four service areas: Fiduciary Services, Retail Services,
Investments and Marketing. The Fiduciary Services unit shall consist of personal
trust, employee benefits, corporate trust and operations. The General Office for
the Fiduciary Services unit shall be located in Charlotte, N.C., with additional
Trust Offices in such locations as the Association shall determine from time to
time.

                                      10
<PAGE>

     Section 5.2 Trust Officers. There shall be a General Trust Officer of this
     --------------------------
Association whose duties shall be to manage, supervise and direct all the
activities of the Capital Management Group. Further, there shall be one or more
Senior Trust Officers designated to assist the General Trust Officer in the
performance of his duties. They shall do or cause to be done all things
necessary or proper in carrying out the business of the Capital Management Group
in accordance with provisions of applicable law and regulation.

     Section 5.3 General Trust Committee. There shall be a General Trust
     -----------------------------------
Committee composed of not less than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the business or affairs of the Capital Management Group and shall
adopt overall policies for the conduct of the business of the Capital Management
Group, including, but not limited to: general administration, investment
policies, new business development, and review for approval of major assignments
of functional responsibilities. The General Trust Committee shall appoint the
members of the following subcommittees: the Investment Policy Committee,
Personal Trust Administration Committee, Account Review Committee, and Corporate
and Institutional Accounts Committee. The General Trust Committee shall meet at
least quarterly or as called for by its Chairman or any three (3) members of the
Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the fiduciary
activities of the Capital Management Group and may assign the administration and
performance of any fiduciary powers or duties to any officers or employees of
the Capital Management Group or to the Investment Policy Committee, Personal
Trust Administration Committee, Account Review Committee, or Corporate and
Institutional Accounts Committee, or other committees it may designate. One of
the methods to be used in the review process will be the scrutiny of the Reports
of Examination by the Office of the Comptroller of the Currency and the reports
of the Audit Division of First Union Corporation, as they relate to the
activities of the Capital Management Group. The Chairman of the General Trust
Committee shall be appointed by the Chairman of the Board of Directors. The
Chairman of the General Trust Committee shall cause to be recorded in
appropriate minutes all actions taken by the Committee. The minutes shall be
signed by its Secretary, approved by its Chairman and submitted to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
General Trust Committee. The Board of Directors retains responsibility for the
proper exercise of this Association's fiduciary powers.

     Section 5.4 Investment Policy Committee. There shall be an Investment
     ---------------------------------------
Policy Committee composed of not less than seven (7) officers and/or employees
of this Association, who shall be appointed annually or from time to time by the
General Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of five (5) members. The Investment Policy
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the
Investment Policy Committee shall be recorded in appropriate minutes, signed by
the Secretary thereof, approved by its Chairman, and submitted to the General
Trust Committee at its next ensuing regular meeting for its review and
approval."

     Section 5.5 Personal Trust Administration Committee. There shall be a
     ---------------------------------------------------
Personal Trust Administration Committee composed of not less than five (5)
officers and/or employees of this Association, who shall be appointed annually
or from time to time by the General Trust Committee. Each member shall serve
until his or her successor is appointed. Meetings shall be called by the
Chairman or by any three (3) members of the Committee. A quorum shall consist of
three (3) members. The Personal Trust Administration Committee shall exercise
such fiduciary powers and perform such duties as may be assigned to it by the
General Trust Committee. All actions taken by the Personal Trust Administration
Committee shall be recorded in appropriate minutes, signed by the Secretary
thereof, approved by its

                                      11
<PAGE>

Chairman, and submitted to the General Trust Committee at its next ensuing
regular meeting for its review and approval."

     Section 5.6 Account Review Committee. There shall be an Account Review
     ------------------------------------
Committee composed of not less than four (4) officers and/or employees of this
Association, who shall be appointed annually or from time to time by the General
Trust Committee. Each member shall serve until his or her successor is
appointed. Meetings shall be called by the Chairman or by any two (2) members of
the Committee. A quorum shall consist of three (3) members. The Account Review
Committee shall exercise such fiduciary powers and perform such duties as may be
assigned to it by the General Trust Committee. All actions taken by the Account
Review Committee shall be recorded in appropriate minutes, signed by the
Secretary thereof, approved by its Chairman, and submitted to the General Trust
Committee at its next ensuing regular meeting for its review and approval."

     Section 5.7 Corporate and Institutional Accounts Committee. There shall be
     ----------------------------------------------------------
a Corporate and Institutional Accounts Committee composed of not less than five
(5) officers and/or employees of this Association, who shall be appointed
annually or from time to time by the General Trust Committee. Each member shall
serve until his or her successor is appointed. Meetings shall be called by the
Chairman or by any two (2) members of the Committee. A quorum shall consist of
three (3) members. The Corporate and Institutional Accounts Committee shall
exercise such fiduciary powers and perform such duties as may be assigned to it
by the General Trust Committee. All actions taken by the Corporate and
Institutional Accounts Committee shall be recorded in appropriate minutes,
signed by the Secretary thereof, approved by its Chairman, and submitted to the
General Trust Committee at its next ensuing regular meeting for its review and
approval."

                                   ARTICLE VI

                          Stock and Stock Certificates
                          ----------------------------

     Section 6.1 Transfers. Shares of stock shall be transferable on the books
     ---------------------
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.

     Section 6.2 Stock Certificates. Certificates of stock shall bear the
     ------------------------------
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.

                                  ARTICLE VII

                                 Corporate Seal
                                 --------------

     Section 7.1 The President, the Cashier, the Secretary, or any Assistant
     -----------
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be
substantially in the following form.

                                      12
<PAGE>

                                  ARTICLE VIII

                            Miscellaneous Provisions
                            ------------------------

     Section 8.1 Fiscal Year. The fiscal year of the Association shall be the
     -----------------------
calendar year.

     Section 8.2 Execution of Instruments. All agreements, indentures,
     ------------------------------------
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Vice President or Assistant Vice President, the Secretary or any Assistant
Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant
Treasurer, or any officer holding similar or equivalent titles to the above in
any regions, divisions or functional units of the Association, or, if in
connection with the exercise of fiduciary powers of the Association, by any of
said officers or by any Trust Officer or Assistant Trust Officer (or equivalent
titles); provided, however, that where required, any such instrument shall be
attested by one of said officers other than the officer executing such
instrument. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Association in such other manner and by
such other officers as the Board of Directors may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
By-laws.

     Section 8.3 Records. The Articles of Association, the By-laws, and the
     -------------------
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.

                                   ARTICLE IX

                                     By-laws
                                     -------

     Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto,
     ----------------------
shall at all times be kept in a convenient place at the Head Office of the
Association, and shall be open for inspection to all shareholders, during
banking hours.

     Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at
     ----------------------
any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.

                                      13
<PAGE>

                                    Exhibit A
                                    ---------

                            First Union National Bank
                                    Article X
                                Emergency By-laws

     In the event of an emergency declared by the President of the United States
or the person performing his functions, the officers and employees of this
Association will continue to conduct the affairs of the Association under such
guidance from the directors or the Executive Committee as may be available
except as to matters which by statute require specific approval of the Board of
Directors and subject to conformance with any applicable governmental directives
during the emergency.

                        OFFICERS PRO TEMPORE AND DISASTER

     Section 1. The surviving members of the Board of Directors or the Executive
Committee shall have the power, in the absence or disability of any officer, or
upon the refusal of any officer to act, to delegate and prescribe such officer's
powers and duties to any other officer, or to any director, for the time being.

     Section 2. In the event of a state of disaster of sufficient severity to
prevent the conduct and management of the affairs and business of this
Association by its directors and officers as contemplated by these By-laws, any
two or more available members of the then incumbent Executive Committee shall
constitute a quorum of that Committee for the full conduct and management of the
affairs and business of the Association in accordance with the provisions of
Article II of these By-laws; and in addition, such Committee shall be empowered
to exercise all of the powers reserved to the General Trust Committee under
Section 5.3 of Article V hereof. In the event of the unavail- ability, at such
time, of a minimum of two members of the then incumbent Executive Committee, any
three available directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose, and any provisions of these By-laws (other than
this section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.

                               Officer Succession

     BE IT RESOLVED, that if consequent upon war or warlike damage or disaster,
the Chief Executive Officer of this Association cannot be located by the then
acting Head Officer or is unable to assume or to continue normal executive
duties, then the authority and duties of the Chief Executive Officer shall,
without further action of the Board of Directors, be automatically assumed by
one of the following persons in the order designated:

     Chairman
     President
     Division Head/Area Administrator - Within this officer class, officers
     shall take seniority on the basis of length of service in such office or,
     in the event of equality, length of service as an officer of the
     Association.

                                      14
<PAGE>

     Any one of the above persons who in accordance with this resolution assumes
the authority and duties of the Chief Executive Officer shall continue to serve
until he resigns or until five-sixths of the other officers who are attached to
the then acting Head Office decide in writing he is unable to perform said
duties or until the elected Chief Executive Officer of this Association, or a
person higher on the above list, shall become available to perform the duties of
Chief Executive Officer of the Association.

     BE IT FURTHER RESOLVED, that anyone dealing with this Association may
accept a certification by any three officers that a specified individual is
acting as Chief Executive Officer in accordance with this resolution; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three officers of the Association.

                               Alternate Locations

          The offices of the Association at which its business shall be
     conducted shall be the main office thereof in each city which is designated
     as a City Office (and branches, if any), and any other legally authorized
     location which may be leased or acquired by this Association to carry on
     its business. During an emergency resulting in any authorized place of
     business of this Association being unable to function, the business
     ordinarily conducted at such location shall be relocated elsewhere in
     suitable quarters, in addition to or in lieu of the locations heretofore
     mentioned, as may be designated by the Board of Directors or by the
     Executive Committee or by such persons as are then, in accordance with
     resolutions adopted from time to time by the Board of Directors dealing
     with the exercise of authority in the time of such emergency, conducting
     the affairs of this Association. Any temporarily relocated place of
     business of this Association shall be returned to its legally authorized
     location as soon as practicable and such temporary place of business shall
     then be discontinued.

                                  Acting Head Offices

          BE IT RESOLVED, that in case of and provided because of war or warlike
     damage or disaster, the General Office of this Association, located in
     Charlotte, North Carolina, is unable temporarily to continue its functions,
     the Raleigh office, located in Raleigh, North Carolina, shall automatically
     and without further action of this Board of Directors, become the "Acting
     Head Office of this Association";

          BE IT FURTHER RESOLVED, that if by reason of said war or warlike
     damage or disaster, both the General Office of this Association and the
     said Raleigh Office of this Association are unable to carry on their
     functions, then and in such case, the Asheville Office of this Association,
     located in Asheville, North Carolina, shall, without further action of this
     Board of Directors, become the "Acting Head Office of this Association";
     and if neither the Raleigh Office nor the Asheville Office can carry on
     their functions, then the Greensboro Office of this Association, located in
     Greensboro, North Carolina, shall, without further action of this Board of
     Directors, become the "Acting Head Office of this Association"; and if
     neither the Raleigh Office, the Asheville Office, nor the Greensboro Office
     can carry on their functions, then the Lumberton Office of this
     Association, located in Lumberton, North Carolina, shall, without further
     action of this Board of Directors, become the "Acting Head Office of this
     Association". The Head Office shall resume its functions at its legally
     authorized location as soon as practicable.

                                      15
<PAGE>

                                                                       EXHIBIT 6

                             CONSENT OF THE TRUSTEE

  Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of Verizon Global Funding Corp.
Debt Securities, First Union National Bank, hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.



                                                  FIRST UNION NATIONAL BANK


                                                  By: /s/ John H. Clapham
                                                     -----------------------
                                                      John H. Clapham
                                                      Vice President




Philadelphia, Pennsylvania

November 8, 2001

                                      16
<PAGE>

                                                                     EXHIBIT 7

                                 REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on September 30, 2001
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency.

Statement of Resources and Liabilities
<TABLE>
<CAPTION>
                                    ASSETS

                                                                Thousand
                                                               of Dollars
                                                              ------------
<S>                                                           <C>
Cash and balance due from depository institutions:
  Noninterest-bearing balances and currency and coin........     7,888,000
  Interest bearing balances.................................     2,284,000
Securities..................................................     /////////
  Held-to-maturity securities...............................             0
  Available-for-sale securities.............................    47,603,000
Federal funds sold and securities purchases to resell.......     5,676,000
Loans and lease financing receivables:
  Loans and leases held for sale............................     6,310,000
  Loans and leases, net of unearned income.......120,035,000
  LESS: Allowance for loan and lease losses........2,229,000
  LESS: Allocated transfer risk reserve....................0
  Loans and leases, net of unearned income, allowance, and
   reserve..................................................   117,806,000
Trading assets.......................                           20,353,000
Premises and fixed assets (including capitalized leases)....     2,718,000
Other real estate owned.....................................        94,000
Investment in unconsolidated subsidiaries and associated        //////////
 companies..................................................       460,000
Customer's liability to this bank on acceptances
 outstanding................................................       771,000
Intangible assets:
  Goodwill..................................................     2,295,000
  Other intanible assets....................................       336,000
  Other assets..............................................    17,601,000
Total assets................................................   232,195,000
</TABLE>


                                  LIABILITIES
<TABLE>
<CAPTION>

<S>                                                          <C>
Deposits:
    In domestic offices.....................................   128,183,000
      Noninterest-bearing.........................18,392,000
      Interest-bearing...........................109,791,000
    In foreign offices, Edge and Agreement subsidiaries,
     and IBFs...............................................    12,577,000
      Noninterest-bearing.............................55,000
      Interest-bearing............................12,522,000
Federal funds purchased and securities sold under agreements
 to repurchase .............................................    23,042,000
Trading liabilities.........................................    14,604,000
Other borrowed money:.......................................    19,566,000
Not applicable .............................................      ////////
Bank's liability on acceptances executed and outstanding....       773,000
Subordinated notes and debentures...........................     5,993,000
Other liabilities...........................................    10,413,000
Total liabilities...........................................   215,151,000
Minority interest in consolidated subsidiaries..............       965,000
</TABLE>

                                      17
<PAGE>

<TABLE>
<CAPTION>
                                EQUITY CAPITAL
<S>                                                          <C>
Perpetual preferred stock and related surplus...............       161,000
Common Stock................................................       455,000
Surplus.....................................................    13,302,000
Retained earnings...........................................     1,206,000
Accumulated other comprehensive income......................       955,000
Total equity capital........................................    16,079,000
Total liabilities and equity capital........................   232,195,000
</TABLE>

                                      18

</TEXT>
</DOCUMENT>
</SUBMISSION>
