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                                                                     Exhibit 4.3
                         VERIZON GLOBAL FUNDING CORP.

                  $2,000,000,000 Floating Rate Notes due 2002

                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
                  ------------------------------------------

                                                                    May 2, 2001

 Lehman Brothers Inc.
 3 World Financial Center
 200 Vesey Street
 New York, NY  10285


 Ladies and Gentlemen:

     Verizon Global Funding Corp., a Delaware corporation (the "Company"),
 proposes to issue and sell to Lehman Brothers Inc. (the "Initial Purchaser"),
 upon the terms and subject to the conditions set forth in a purchase agreement,
 dated April 27, 2001 (the "Purchase Agreement"), $2,000,000,000 aggregate
 principal amount of its Floating Rate Notes due 2002 (the "Securities") to be
 supported by Verizon Communications Inc. (the "Support Provider") pursuant to a
 support agreement, dated as of October 31, 2000 (the "Support Agreement"),
 between the Company and the Support Provider. Capitalized terms used but not
 defined herein shall have the meanings given to such terms in the Purchase
 Agreement.

     As an inducement to the Initial Purchaser to enter into the Purchase
 Agreement and in satisfaction of a condition to the obligations of the Initial
 Purchaser thereunder, the Company and the Support Provider agree with the
 Initial Purchaser, for the benefit of the holders (including the Initial
 Purchaser) of the Securities, the Exchange Securities (as defined herein) and
 the Private Exchange Securities (as defined herein) (collectively, the
 "Holders"), as follows:

     1. Registered Exchange Offer. The Company and the Support Provider shall
 (i) prepare and, not later than 210 days following the date of original
 issuance of the Securities (the "Issue Date"), file with the Securities and
 Exchange Commission (the "Commission") a registration statement (the "Exchange
 Offer Registration Statement") on an appropriate form under the Securities Act
 with respect to a proposed offer to the Holders of the Securities (the
 "Registered Exchange Offer") to issue and deliver to the Holders of the
 Securities, in exchange for their Securities, a like aggregate principal amount
 of debt securities of the Company (the "Exchange Securities") that are
 identical in all material respects to the Securities and similarly entitled to
 the benefits of the Support Agreement, except for the transfer restrictions
 relating to the Securities, (ii) use their reasonable best efforts to cause the
 Exchange Offer Registration Statement to become effective under the Securities
 Act no later than 285 days after the Issue Date and the Registered Exchange
 Offer to be consummated no later than 315 days after the Issue Date and (iii)
 keep the Exchange Offer Registration Statement effective for not less than 20
 business days (or longer, if required by applicable law) after the date on
 which notice of the



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 Registered Exchange Offer is mailed to the Holders (such period being called
 the "Exchange Offer Registration Period"). The Exchange Securities will be
 issued under the Indenture or an indenture (the "Exchange Securities
 Indenture") between the Company, the Support Provider and the Trustee or such
 other bank or trust company that is reasonably satisfactory to the Initial
 Purchaser, as Trustee (the "Exchange Securities Trustee"), such indenture to be
 identical in all material respects to the Indenture, except for the transfer
 restrictions relating to the Securities (as described above).


     Upon the effectiveness of the Exchange Offer Registration Statement, the
 Company and the Support Provider shall promptly commence the Registered
 Exchange Offer, it being the objective of such Registered Exchange Offer to
 enable each Holder electing to exchange Securities for the applicable Exchange
 Securities (assuming that such Holder (a) is not an affiliate of the Company or
 an Exchanging Dealer (as defined herein) not complying with the requirements of
 the next sentence, (b) is not the Initial Purchaser holding Securities that
 have, or that are reasonably likely to have, the status of an unsold allotment
 in an initial distribution, (c) acquires the Exchange Securities in the
 ordinary course of such Holder's business and (d) has no arrangements or
 understandings with any person to participate in the distribution of the
 Exchange Securities) and to trade such Exchange Securities from and after their
 receipt without any limitations or restrictions under the Securities Act and
 without material restrictions under the securities laws of the several states
 of the United States. The Company, the Support Provider, the Initial Purchaser
 and each Exchanging Dealer acknowledge that, pursuant to current
 interpretations by the Commission's staff of Section 5 of the Securities Act,
 each Holder that is a broker-dealer electing to exchange Securities, acquired
 for its own account as a result of market-making activities or other trading
 activities, for the applicable Exchange Securities (an "Exchanging Dealer"), is
 required to deliver a prospectus containing substantially the information set
 forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
 Procedures" section and the "Purpose of the Exchange Offer" section and in
 Annex C hereto in the "Plan of Distribution" section of such prospectus in
 connection with a sale of any such Exchange Securities received by such
 Exchanging Dealer pursuant to the Registered Exchange Offer.


     If, prior to the consummation of the Registered Exchange Offer, any Holder
 holds any Securities acquired by it that have, or that are reasonably likely to
 be determined to have, the status of an unsold allotment in an initial
 distribution, or any Holder is not entitled to participate in the Registered
 Exchange Offer, the Company shall, upon the request of any such Holder,
 simultaneously with the delivery of the Exchange Securities in the Registered
 Exchange Offer, issue and deliver to any such Holder, in exchange for the
 Securities held by such Holder, a like aggregate principal amount of debt
 securities of the Company (the "Private Exchange Securities") that are
 identical in all material respects to the Exchange Securities and similarly
 entitled to the benefits of the Support Agreement, except for the transfer
 restrictions relating to such Private Exchange Securities (the "Private
 Exchange"). The Private Exchange Securities will be issued under the same
 indenture as the Exchange Securities, and the Company shall use its reasonable
 best efforts to cause the Private Exchange Securities to bear the same CUSIP
 number as the applicable Exchange Securities.


                                       -2-
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     In connection with the Registered Exchange Offer, the Company and the
 Support Provider shall:

     (a) mail to each Holder a copy of the prospectus forming part of the
 Exchange Offer Registration Statement, together with an appropriate letter of
 transmittal and related documents;

     (b) keep the Registered Exchange Offer open for not less than 20 business
 days (or longer, if required by applicable law) after the date on which notice
 of the Registered Exchange Offer is mailed to the Holders;

     (c) utilize the services of a depositary for the Registered Exchange Offer
 with an address in the Borough of Manhattan, The City of New York;

     (d) permit Holders to withdraw tendered Securities at any time prior to the
 close of business, New York City time, on the last business day on which the
 Registered Exchange Offer shall remain open; and

     (e) otherwise comply in all respects with all laws that are applicable to
 the Registered Exchange Offer.


     As soon as practicable after the close of the Registered Exchange Offer and
 any Private Exchange, the Company and the Support Provider shall:

     (a) accept for exchange all Securities tendered and not validly withdrawn
 pursuant to the Registered Exchange Offer and the Private Exchange;

     (b) deliver to the Trustee for cancellation all Securities so accepted
 for exchange; and

     (c) cause the Trustee or the Exchange Securities Trustee, as the case may
 be, promptly to authenticate and deliver to each Holder, the applicable
 Exchange Securities or Private Exchange Securities, as the case may be, equal
 in principal amount and maturity to the Securities of such Holder so accepted
 for exchange.


     The Company and the Support Provider shall use its reasonable best efforts
 to keep the Exchange Offer Registration Statement effective and to amend and
 supplement the prospectus contained therein in order to permit such prospectus
 to be used by all persons subject to the prospectus delivery requirements of
 the Securities Act for such period of time as such persons must comply with
 such requirements in order to resell the Exchange Securities; provided, that
 (i) in the case where such prospectus and any amendment or supplement thereto
 must be delivered by an Exchanging Dealer, such period shall be the lesser of
 90 days and the date on which all Exchanging Dealers have sold all Exchange
 Securities held by them and (ii) the Company and the Support Provider shall
 make such prospectus and any amendment or supplement thereto available to any
 broker-dealer for use in connection with any resale of any Exchange Securities
 for a period of not less than 90 days after the consummation of the Registered
 Exchange Offer.


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     The Indenture or the Exchange Securities Indenture, as the case may be,
 shall also provide that the Securities, the Exchange Securities and the Private
 Exchange Securities shall vote and consent together on all matters as one class
 and that none of the Securities, the Exchange Securities or the Private
 Exchange Securities will have the right to vote or consent as a separate class
 on any matter.


     Interest on each Exchange Security and Private Exchange Security issued
 pursuant to the Registered Exchange Offer and in the Private Exchange will
 accrue from the last interest payment date on which interest was paid on the
 Securities surrendered in exchange therefor or, if no interest has been paid on
 the Securities, from the Issue Date.


     Each Holder participating in the Registered Exchange Offer shall be
 required to represent to the Company that at the time of the consummation of
 the Registered Exchange Offer (i) any Exchange Securities received by such
 Holder will be acquired in the ordinary course of business, (ii) such Holder
 will have no arrangements or understanding with any person to participate in
 the distribution of the Securities or the Exchange Securities within the
 meaning of the Securities Act and (iii) such Holder is not an affiliate of the
 Company or, if it is such an affiliate, such Holder will comply with the
 registration and prospectus delivery requirements of the Securities Act to the
 extent applicable.


     Notwithstanding any other provisions hereof, the Company and the Support
 Provider will ensure that (i) any Exchange Offer Registration Statement and any
 amendment thereto and any prospectus forming part thereof and any supplement
 thereto complies in all material respects with the Securities Act and the rules
 and regulations of the Commission thereunder, (ii) any Exchange Offer
 Registration Statement and any amendment thereto does not, when it becomes
 effective, contain an 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 and (iii) any prospectus forming part of any Exchange
 Offer Registration Statement, and any supplement to such prospectus, does not,
 as of the consummation of the Registered Exchange Offer, include an 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.

     2. Shelf Registration. If (i) because of any change in law or applicable
 interpretations thereof by the Commission's staff the Company and the Support
 Provider are not permitted to effect the Registered Exchange Offer as
 contemplated by Section 1 hereof, or (ii) for any other reason the Registered
 Exchange Offer is not consummated within 315 days after the Issue Date, or
 (iii) the Initial Purchaser so requests with respect to the Securities or
 Private Exchange Securities not eligible to be exchanged for the applicable
 Exchange Securities in the Registered Exchange Offer and held by it following
 the consummation of the Registered Exchange Offer, or (iv) any applicable law
 or interpretations do not permit any Holder to participate in the Registered
 Exchange Offer, or (v) any Holder that participates in the Registered Exchange
 Offer does not receive freely transferable Exchange Securities in exchange for
 tendered Securities, or (vi) any Securities validly tendered pursuant to the
 Registered Exchange Offer are not exchanged for the applicable Exchange
 Securities within 10 days of being accepted for exchange:


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     (a) The Company and the Support Provider shall use their reasonable best
 efforts to file as promptly as practicable (but in no event more than 45 days
 after so required or requested pursuant to this Section 2) with the Commission
 (the "Shelf Filing Date"), and thereafter shall use their reasonable best
 efforts to cause to be declared effective, a shelf registration statement on an
 appropriate form under the Securities Act relating to the offer and sale of the
 Transfer Restricted Securities (as defined below) by the Holders thereof from
 time to time in accordance with the methods of distribution set forth in such
 registration statement (hereafter, a "Shelf Registration Statement" and,
 together with any Exchange Offer Registration Statement, a "Registration
 Statement").

     (b) The Company and the Support Provider shall use their reasonable best
 efforts to keep the Shelf Registration Statement continuously effective in
 order to permit the prospectus forming part thereof to be used by Holders of
 Transfer Restricted Securities for a period of two years from the Issue Date or
 such shorter period that will terminate when all the Transfer Restricted
 Securities become eligible for resale without volume restrictions pursuant to
 Rule 144 under the Securities Act (in any such case, such period being called
 the "Shelf Registration Period"). The Company and the Support Provider shall be
 deemed not to have used their reasonable best efforts to keep the Shelf
 Registration Statement effective during the requisite period if either of them
 voluntarily takes any action that would result in Holders of Transfer
 Restricted Securities covered thereby not being able to offer and sell such
 Transfer Restricted Securities during that period, unless such action is
 required by applicable law.

     (c) Notwithstanding any other provisions hereof, the Company and the
 Support Provider will ensure that (i) any Shelf Registration Statement and any
 amendment thereto and any prospectus forming part thereof and any supplement
 thereto complies in all material respects with the Securities Act and the rules
 and regulations of the Commission thereunder, (ii) any Shelf Registration
 Statement and any amendment thereto (in either case, other than with respect to
 information included therein in reliance upon or in conformity with written
 information furnished to the Company by or on behalf of any Holder specifically
 for use therein (the "Holders' Information")) does not contain an 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 and
 (iii) any prospectus forming part of any Shelf Registration Statement, and any
 supplement to such prospectus (in either case, other than with respect to
 Holders' Information), does not include an 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.

     (d) In the absence of events described in clauses (i) through (vi) of the
 first paragraph of this Section 2, the Company and the Support Provider shall
 not be permitted to discharge their obligations hereunder by means of the
 filing of a Shelf Registration Statement.

     3. Additional Interest.

     (a) The parties hereto agree that the Holders of Transfer Restricted
 Securities will suffer damages if the Company and the Support Provider fail to
 fulfill their obligations under Section 1 or Section 2, as applicable, and that
 it would not be feasible to ascertain the extent of


                                       -5-
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 such damages. Accordingly, if (i) the Exchange Offer Registration Statement is
 not filed with the Commission on or prior to 210 days after the Issue Date or
 the Shelf Registration Statement is not filed with the Commission prior to the
 Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not
 declared effective within 285 days after the Issue Date or the Shelf
 Registration Statement is not declared effective within 240 days after the
 Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or
 prior to 315 days after the Issue Date, or (iv) the Shelf Registration
 Statement is filed and declared effective within 240 days after the Shelf
 Filing Date but shall thereafter cease to be effective (at any time that the
 Company and the Support Provider are obligated to maintain the effectiveness
 thereof) without being succeeded within 45 days by an additional Registration
 Statement filed and declared effective (each such event referred to in clauses
 (i) through (iv), a "Registration Default"), the Company and the Support
 Provider will be jointly and severally obligated to pay additional interest to
 each Holder of Transfer Restricted Securities, during the period of one or more
 such Registration Defaults, in an amount equal to .25% per annum on the
 principal amount of Transfer Restricted Securities held by such Holder until
 (i) the applicable Registration Statement is filed, (ii) the Exchange Offer
 Registration Statement is declared effective and the Registered Exchange Offer
 is consummated, (iii) the Shelf Registration Statement is declared effective or
 (iv) the Shelf Registration Statement again becomes effective, as the case may
 be. The rate for additional interest will not exceed .25% per annum. Additional
 interest shall only accrue while there exists one or more Registration
 Defaults. As used herein, the term "Transfer Restricted Securities" means (i)
 each Security until the date on which such Security has been exchanged for a
 freely transferable applicable Exchange Security in the Registered Exchange
 Offer, (ii) each Security or Private Exchange Security until the date on which
 it has been effectively registered under the Securities Act and disposed of in
 accordance with the Shelf Registration Statement or (iii) each Security or
 Private Exchange Security until the date on which it is distributed to the
 public pursuant to Rule 144 under the Securities Act or is saleable pursuant to
 Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary
 in this Section 3(a), neither the Company nor the Support Provider shall be
 required to pay additional interest to a Holder of Transfer Restricted
 Securities if such Holder failed to comply with its obligations to make the
 representations set forth in the second to last paragraph of Section 1 or
 failed to provide the information required to be provided by it, if any,
 pursuant to Section 4(n).

     (b) The Company shall notify the Trustee and the Paying Agent under the
 Indenture immediately upon the happening of each and every Registration
 Default. The Company and the Support Provider shall pay the additional interest
 due on the Transfer Restricted Securities by depositing with the Paying Agent
 (which may not be the Company for these purposes), in trust, for the benefit of
 the Holders thereof, prior to 10:00 a.m., New York City time, on the next
 interest payment date specified by the Indenture and the Securities, sums
 sufficient to pay the additional interest then due. The additional interest due
 shall be payable on each interest payment date specified by the Indenture and
 the Securities to the record holder entitled to receive the interest payment to
 be made on such date. Each obligation to pay additional interest shall be
 deemed to accrue from and including the date of the applicable Registration
 Default.


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(c) The parties hereto agree that the additional interest provided for in this
Section 3 constitutes a reasonable estimate of and is intended to constitute the
sole damages that will be suffered by Holders of Transfer Restricted Securities
by reason of the failure of (i) the Shelf Registration Statement or the Exchange
Offer Registration Statement to be filed, (ii) the Shelf Registration Statement
to remain effective or (iii) the Exchange Offer Registration Statement to be
declared effective and the Registered Exchange Offer to be consummated, in each
case to the extent required by this Agreement.

     4. Registration Procedures. In connection with any Registration
 Statement, the following provisions shall apply:

     (a) The Company shall (i) furnish to counsel for the Initial Purchaser,
 prior to the filing thereof with the Commission, a copy of the Registration
 Statement and each amendment thereof and each supplement, if any, to the
 prospectus included therein and shall use its reasonable best efforts to
 reflect in each such document, when so filed with the Commission, such comments
 as such counsel may reasonably propose; (ii) include the information set forth
 in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
 Procedures" section and the "Purpose of the Exchange Offer" section and in
 Annex C hereto in the "Plan of Distribution" section of the prospectus forming
 a part of the Exchange Offer Registration Statement, and include the
 information set forth in Annex D hereto in the Letter of Transmittal delivered
 pursuant to the Registered Exchange Offer; and (iii) if requested by the
 Initial Purchaser, include the information required by Items 507 or 508 of
 Regulation S-K, as applicable, in the prospectus forming a part of the Exchange
 Offer Registration Statement.

     (b) The Company shall advise counsel for the Initial Purchaser, each
 Exchanging Dealer and the Holders (if applicable) and, if requested by any such
 person, confirm such advice in writing (which advice pursuant to clauses
 (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of
 the prospectus until the requisite changes have been made):

          (i) when any Registration Statement and any amendment thereto has been
 filed with the Commission and when such Registration Statement or any
 post-effective amendment thereto has become effective;

          (ii) of any request by the Commission for amendments or supplements
 to any Registration Statement or the prospectus included therein or for
 additional information;

          (iii) of the issuance by the Commission of any stop order suspending
 the effectiveness of any Registration Statement or the initiation of any
 proceedings for that purpose;

          (iv) of the receipt by the Company of any notification with respect to
 the suspension of the qualification of the Securities, the Exchange Securities
 or the Private Exchange Securities for sale in any jurisdiction or the
 initiation or threatening of any proceeding for such purpose; and


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          (v) of the happening of any event that requires the making of any
 changes in any Registration Statement or the prospectus included therein in
 order that the statements therein are not misleading and do not omit to state a
 material fact required to be stated therein or necessary to make the statements
 therein not misleading.

     (c) The Company and the Support Provider will make every reasonable effort
 to obtain the withdrawal at the earliest possible time of any order suspending
 the effectiveness of any Registration Statement.

     (d) The Company will furnish to each Holder of Transfer Restricted
 Securities included within the coverage of any Shelf Registration Statement,
 without charge, at least one conformed copy of such Shelf Registration
 Statement and any post-effective amendment thereto, including financial
 statements and schedules and, if any such Holder so requests in writing, all
 exhibits thereto (including those, if any, incorporated by reference).

     (e) The Company will, during the Shelf Registration Period, promptly
 deliver to each Holder of Transfer Restricted Securities included within the
 coverage of any Shelf Registration Statement, without charge, as many copies of
 the prospectus (including each preliminary prospectus) included in such Shelf
 Registration Statement and any amendment or supplement thereto as such Holder
 may reasonably request; and the Company consents to the use of such prospectus
 or any amendment or supplement thereto by each of the selling Holders of
 Transfer Restricted Securities in connection with the offer and sale of the
 Transfer Restricted Securities covered by such prospectus or any amendment or
 supplement thereto.

     (f) The Company will furnish to the Initial Purchaser and each Exchanging
 Dealer, and to any other Holder who so requests, without charge, at least one
 conformed copy of the Exchange Offer Registration Statement and any
 post-effective amendment thereto, including financial statements and schedules
 and, if the Initial Purchaser or any Exchanging Dealer or any such Holder so
 requests in writing, all exhibits thereto (including those, if any,
 incorporated by reference).

     (g) The Company will, during the Exchange Offer Registration Period or the
 Shelf Registration Period, as applicable, promptly deliver to the Initial
 Purchaser, each Exchanging Dealer and such other persons that are required to
 deliver a prospectus following the Registered Exchange Offer, without charge,
 as many copies of the final prospectus included in the Exchange Offer
 Registration Statement or the Shelf Registration Statement and any amendment or
 supplement thereto as the Initial Purchaser, or such Exchanging Dealer or other
 persons may reasonably request; and the Company and the Support Provider
 consent to the use of such prospectus or any amendment or supplement thereto by
 the Initial Purchaser, or any such Exchanging Dealer or other persons, as
 applicable, as aforesaid.

     (h) Prior to the effective date of any Registration Statement, the Company
 and the Support Provider will use their reasonable best efforts to register or
 qualify, or cooperate with the Holders of Securities, Exchange Securities or
 Private Exchange Securities included therein and their respective counsel in
 connection with the registration or qualification of, such Securities,


                                       -8-
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 Exchange Securities or Private Exchange Securities for offer and sale under the
 securities or blue sky laws of such jurisdictions as any such Holder reasonably
 requests in writing and do any and all other acts or things necessary or
 advisable to enable the offer and sale in such jurisdictions of the Securities,
 Exchange Securities or Private Exchange Securities covered by such Registration
 Statement; provided that neither the Company nor the Support Provider will be
 required to qualify generally to do business in any jurisdiction where it is
 not then so qualified or to take any action which would subject it to general
 service of process or to taxation in any such jurisdiction where it is not then
 so subject.

     (i) The Company and the Support Provider will cooperate with the Holders of
 Securities, Exchange Securities or Private Exchange Securities to facilitate
 the timely preparation and delivery of certificates representing Securities,
 Exchange Securities or Private Exchange Securities to be sold pursuant to any
 Registration Statement free of any restrictive legends and in such
 denominations and registered in such names as the Holders thereof may request
 in writing prior to sales of Securities, Exchange Securities or Private
 Exchange Securities pursuant to such Registration Statement.

     (j) If any event contemplated by Section 4(b)(ii) through (v) occurs during
 the period for which the Company and the Support Provider are required to
 maintain an effective Registration Statement, the Company will promptly prepare
 and file with the Commission a post-effective amendment to the Registration
 Statement or a supplement to the related prospectus or file any other required
 document so that, as thereafter delivered to purchasers of the Securities,
 Exchange Securities or Private Exchange Securities from a Holder, the
 prospectus will not include an 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.

     (k) Not later than the effective date of the applicable Registration
 Statement, the Company will provide a CUSIP number for each series of the
 Securities, each series of the Exchange Securities and each series of the
 Private Exchange Securities, as the case may be, and provide the applicable
 trustee with printed certificates for the each series of Securities, each
 series of the Exchange Securities or each series of the Private Exchange
 Securities, as the case may be, in a form eligible for deposit with The
 Depository Trust Company.

     (l) The Company and the Support Provider will comply with all applicable
 rules and regulations of the Commission and will make generally available to
 its security holders as soon as practicable after the effective date of the
 applicable Registration Statement an earning statement satisfying the
 provisions of Section 11(a) of the Securities Act; provided that in no event
 shall such earning statement be delivered later than 45 days after the end of a
 12-month period (or 90 days, if such period is a fiscal year) beginning with
 the first month of the Company's first fiscal quarter commencing after the
 effective date of the applicable Registration Statement, which statement shall
 cover such 12-month period.


                                       -9-
<PAGE>


     (m) The Company and the Support Provider will cause the Indenture or the
 Exchange Securities Indenture, as the case may be, to be qualified under the
 Trust Indenture Act as required by applicable law in a timely manner.

     (n) The Company may require each Holder of Transfer Restricted Securities
 to be registered pursuant to any Shelf Registration Statement to furnish to the
 Company such information concerning the Holder and the distribution of such
 Transfer Restricted Securities as the Company may from time to time reasonably
 require for inclusion in such Shelf Registration Statement, and the Company may
 exclude from such registration the Transfer Restricted Securities of any Holder
 that fails to furnish such information within a reasonable time after receiving
 such request.

     (o) In the case of a Shelf Registration Statement, each Holder of Transfer
 Restricted Securities to be registered pursuant thereto agrees by acquisition
 of such Transfer Restricted Securities that, upon receipt of any notice from
 the Company pursuant to Section 4(b)(ii) through (v), such Holder will
 discontinue disposition of such Transfer Restricted Securities until such
 Holder's receipt of copies of the supplemental or amended prospectus
 contemplated by Section 4(j) or until advised in writing (the "Advice") by the
 Company that the use of the applicable prospectus may be resumed. If the
 Company shall give any notice under Section 4(b)(ii) through (v) during the
 period that the Company is required to maintain an effective Registration
 Statement (the "Effectiveness Period"), such Effectiveness Period shall be
 extended by the number of days during such period from and including the date
 of the giving of such notice to and including the date when each seller of
 Transfer Restricted Securities covered by such Registration Statement shall
 have received (x) the copies of the supplemental or amended prospectus
 contemplated by Section 4(j) (if an amended or supplemental prospectus is
 required) or (y) the Advice (if no amended or supplemental prospectus is
 required).

     (p) In the case of a Shelf Registration Statement, the Company and the
 Support Provider shall enter into such customary agreements (including, if
 requested, an underwriting agreement in customary form) and take all such other
 action, if any, as Holders of a majority in aggregate principal amount of the
 Securities, Exchange Securities and Private Exchange Securities being sold or
 the managing underwriters (if any) shall reasonably request in order to
 facilitate any disposition of Securities, Exchange Securities or Private
 Exchange Securities pursuant to such Shelf Registration Statement.

     (q) In the case of a Shelf Registration Statement, the Company shall (i)
 make reasonably available for inspection by a representative of, and Special
 Counsel (as defined below) acting for, Holders of a majority in aggregate
 principal amount of the Securities, Exchange Securities and Private Exchange
 Securities being sold and any underwriter participating in any disposition of
 Securities, Exchange Securities or Private Exchange Securities pursuant to such
 Shelf Registration Statement, all relevant financial and other records,
 pertinent corporate documents and properties of the Company and its
 subsidiaries to the same extent the Company would customarily make such
 information available in the context of due diligence for an underwritten
 public offering and (ii) use its reasonable best efforts to have its officers,
 directors, employees, accountants and counsel supply all relevant information
 reasonably


                                      -10-
<PAGE>


 requested by such representative, Special Counsel or any such underwriter (an
 "Inspector") in connection with the preparation of such Shelf Registration
 Statement.

     (r) In the case of a Shelf Registration Statement, the Company shall if
 requested by Holders of a majority in aggregate principal amount of the
 Securities, Exchange Securities and Private Exchange Securities being sold,
 their Special Counsel or the managing underwriters (if any) in connection with
 such Shelf Registration Statement, use its reasonable best efforts to cause (i)
 its counsel to deliver an opinion relating to the Shelf Registration Statement
 and the Securities, Exchange Securities or Private Exchange Securities, as
 applicable, in customary form, (ii) its officers to execute and deliver all
 customary documents and certificates requested by Holders of a majority in
 aggregate principal amount of the Securities, Exchange Securities and Private
 Exchange Securities being sold, their Special Counsel or the managing
 underwriters (if any) and (iii) its independent public accountants to provide a
 comfort letter or letters in customary form, subject to receipt of appropriate
 documentation as contemplated, and only if permitted, by Statement of Auditing
 Standards No. 72.

     5. Registration Expenses. The Company and the Support Provider will bear
 all expenses incurred in connection with the performance of its obligations
 under Sections 1, 2, 3 and 4, and the Company will reimburse the Initial
 Purchaser and the Holders for the reasonable fees and disbursements of one firm
 of attorneys (in addition to any local counsel) chosen by the Holders of a
 majority in aggregate principal amount of the Securities, the Exchange
 Securities and the Private Exchange Securities, as the case may be, to be sold
 pursuant to each Registration Statement (the "Special Counsel") acting for the
 Initial Purchaser or Holders in connection therewith.

     6. Indemnification.

     (a) In the event of a Shelf Registration Statement or in connection with
 any prospectus delivery pursuant to an Exchange Offer Registration Statement by
 the Initial Purchaser or Exchanging Dealer, as applicable, the Company and the
 Support Provider shall jointly and severally indemnify and hold harmless each
 Holder (including, without limitation, the Initial Purchaser or any such
 Exchanging Dealer), its affiliates, their respective officers, directors,
 employees, representatives and agents, and each person, if any, who controls
 such Holder within the meaning of the Securities Act or the Exchange Act
 (collectively referred to for purposes of this Section 6 and Section 7 as a
 Holder) from and against any loss, claim, damage or liability, joint or
 several, or any action in respect thereof (including, without limitation, any
 loss, claim, damage, liability or action relating to purchases and sales of
 Securities, Exchange Securities or Private Exchange Securities), to which that
 Holder may become subject, whether commenced or threatened, under the
 Securities Act, the Exchange Act, any other federal or state statutory law or
 regulation, at common law or otherwise, insofar as such loss, claim, damage,
 liability or action arises out of, or is based upon, (i) any untrue statement
 or alleged untrue statement of a material fact contained in any such
 Registration Statement or any prospectus forming part thereof or in any
 amendment or supplement thereto or (ii) the omission or alleged omission to
 state therein a material fact required to be stated therein or necessary in
 order to make the statements therein, in the light of the circumstances under
 which they were made, not misleading, and shall reimburse


                                      -11-
<PAGE>


 each Holder promptly upon demand for any legal or other expenses reasonably
 incurred by that Holder in connection with investigating or defending or
 preparing to defend against or appearing as a third party witness in connection
 with any such loss, claim, damage, liability or action as such expenses are
 incurred; provided, however, that the Company and the Support Provider shall
 not be liable in any such case to the extent that any such loss, claim, damage,
 liability or action arises out of, or is based upon, an untrue statement or
 alleged untrue statement in or omission or alleged omission from any of such
 documents in reliance upon and in conformity with any Holders' Information; and
 provided, further, that with respect to any such untrue statement in or
 omission from any related preliminary prospectus, the indemnity agreement
 contained in this Section 6(a) shall not inure to the benefit of any Holder
 from whom the person asserting any such loss, claim, damage, liability or
 action received Securities, Exchange Securities or Private Exchange Securities
 to the extent that such loss, claim, damage, liability or action of or with
 respect to such Holder results from the fact that both (A) a copy of the final
 prospectus was not sent or given to such person at or prior to the written
 confirmation of the sale of such Securities, Exchange Securities or Private
 Exchange Securities to such person and (B) the untrue statement in or omission
 from the related preliminary prospectus was corrected in the final prospectus
 unless, in either case, such failure to deliver the final prospectus was a
 result of non-compliance by the Company with Section 4(d), 4(e), 4(f) or 4(g).

     (b) In the event of a Shelf Registration Statement, each Holder shall
 indemnify and hold harmless the Company, the Support Provider and their
 respective affiliates, their respective officers, directors, employees,
 representatives and agents, and each person, if any, who controls the Company
 or the Support Provider within the meaning of the Securities Act or the
 Exchange Act (collectively referred to for purposes of this Section 6(b) and
 Section 7 as the Company), from and against any loss, claim, damage or
 liability, joint or several, or any action in respect thereof, to which the
 Company may become subject, whether commenced or threatened, under the
 Securities Act, the Exchange Act, any other federal or state statutory law or
 regulation, at common law or otherwise, insofar as such loss, claim, damage,
 liability or action arises out of, or is based upon, (i) any untrue statement
 or alleged untrue statement of a material fact contained in any such
 Registration Statement or any prospectus forming part thereof or in any
 amendment or supplement thereto or (ii) the omission or alleged omission to
 state therein a material fact required to be stated therein or necessary in
 order to make the statements therein, in the light of the circumstances under
 which they were made, not misleading, but in each case only to the extent that
 the untrue statement or alleged untrue statement or omission or alleged
 omission was made in reliance upon and in conformity with any Holders'
 Information furnished to the Company by such Holder, and shall reimburse the
 Company for any legal or other expenses reasonably incurred by the Company in
 connection with investigating or defending or preparing to defend against or
 appearing as a third party witness in connection with any such loss, claim,
 damage, liability or action as such expenses are incurred; provided, however,
 that no such Holder shall be liable for any indemnity claims hereunder in
 excess of the amount of net proceeds received by such Holder from the sale of
 Securities, Exchange Securities or Private Exchange Securities pursuant to such
 Shelf Registration Statement.

     (c) Promptly after receipt by an indemnified party under this Section 6 of
 notice of any claim or the commencement of any action, the indemnified party
 shall, if a claim in


                                      -12-
<PAGE>


 respect thereof is to be made against the indemnifying party pursuant to
 Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or
 the commencement of that action; provided, however, that the failure to notify
 the indemnifying party shall not relieve it from any liability which it may
 have under this Section 6 except to the extent that it has been materially
 prejudiced (through the forfeiture of substantive rights or defenses) by such
 failure; and provided, further, that the failure to notify the indemnifying
 party shall not relieve it from any liability which it may have to an
 indemnified party otherwise than under this Section 6. If any such claim or
 action shall be brought against an indemnified party, and it shall notify the
 indemnifying party thereof, the indemnifying party shall be entitled to
 participate therein and, to the extent that it wishes, jointly with any other
 similarly notified indemnifying party, to assume the defense thereof with
 counsel reasonably satisfactory to the indemnified party. After notice from the
 indemnifying party to the indemnified party of its election to assume the
 defense of such claim or action, the indemnifying party shall not be liable to
 the indemnified party under this Section 6 for any legal or other expenses
 subsequently incurred by the indemnified party in connection with the defense
 thereof other than the reasonable costs of investigation; provided, however,
 that an indemnified party shall have the right to employ its own counsel in any
 such action, but the fees, expenses and other charges of such counsel for the
 indemnified party will be at the expense of such indemnified party unless (1)
 the employment of counsel by the indemnified party has been authorized in
 writing by the indemnifying party, (2) the indemnified party has reasonably
 concluded (based upon advice of counsel to the indemnified party) that there
 may be legal defenses available to it or other indemnified parties that are
 different from or in addition to those available to the indemnifying party, (3)
 a conflict or potential conflict exists (based upon advice of counsel to the
 indemnified party) between the indemnified party and the indemnifying party (in
 which case the indemnifying party will not have the right to direct the defense
 of such action on behalf of the indemnified party) or (4) the indemnifying
 party has not in fact employed counsel reasonably satisfactory to the
 indemnified party to assume the defense of such action within a reasonable time
 after receiving notice of the commencement of the action, in each of which
 cases the reasonable fees, disbursements and other charges of counsel will be
 at the expense of the indemnifying party or parties. It is understood that the
 indemnifying party or parties shall not, in connection with any proceeding or
 related proceedings in the same jurisdiction, be liable for the reasonable
 fees, disbursements and other charges of more than one separate firm of
 attorneys (in addition to any local counsel) at any one time for all such
 indemnified party or parties. Each indemnified party, as a condition of the
 indemnity agreements contained in Sections 6(a) and 6(b), shall use all
 reasonable efforts to cooperate with the indemnifying party in the defense of
 any such action or claim. No indemnifying party shall be liable for any
 settlement of any such action effected without its written consent (which
 consent shall not be unreasonably withheld), but if settled with its written
 consent or if there be a final judgment for the plaintiff in any such action,
 the indemnifying party agrees to indemnify and hold harmless any indemnified
 party from and against any loss or liability by reason of such settlement or
 judgment. No indemnifying party shall, without the prior written consent of the
 indemnified party (which consent shall not be unreasonably withheld), effect
 any settlement of any pending or threatened proceeding in respect of which any
 indemnified party is or could have been a party and indemnity could have been
 sought hereunder by such indemnified party, unless


                                      -13-
<PAGE>


 such settlement includes an unconditional release of such indemnified party
 from all liability on claims that are the subject matter of such proceeding.

     7. Contribution. If the indemnification provided for in Section 6 is
 unavailable or insufficient to hold harmless an indemnified party under Section
 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such
 indemnified party, contribute to the amount paid or payable by such indemnified
 party as a result of such loss, claim, damage or liability, or action in
 respect thereof, (i) in such proportion as shall be appropriate to reflect the
 relative benefits received by the Company and the Support Provider from the
 offering and sale of the Securities, on the one hand, and a Holder with respect
 to the sale by such Holder of Securities, Exchange Securities or Private
 Exchange Securities, on the other, 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 Company and the Support Provider on
 the one hand and such Holder on the other with respect to the statements or
 omissions that resulted in such loss, claim, damage or liability, or action in
 respect thereof, as well as any other relevant equitable considerations. The
 relative benefits received by the Company and the Support Provider on the one
 hand and a Holder on the other with respect to such offering and such sale
 shall be deemed to be in the same proportion as the total net proceeds from the
 offering of the Securities (before deducting expenses) received by or on behalf
 of the Company, on the one hand, bear to the total proceeds received by such
 Holder with respect to its sale of Securities, Exchange Securities or Private
 Exchange Securities, on the other. The relative fault 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 the Company and the Support Provider or information
 supplied by the Company and the Support Provider on the one hand or to any
 Holders' Information supplied by such Holder on the other, the intent of the
 parties and their relative knowledge, access to information and opportunity to
 correct or prevent such untrue statement or omission. The parties hereto agree
 that it would not be just and equitable if contributions pursuant to this
 Section 7 were to be determined by pro rata allocation or by any other method
 of allocation that does not take into account the equitable considerations
 referred to herein. The amount paid or payable by an indemnified party as a
 result of the loss, claim, damage or liability, or action in respect thereof,
 referred to above in this Section 7 shall be deemed to include, for purposes of
 this Section 7, any legal or other expenses reasonably incurred by such
 indemnified party in connection with investigating or defending or preparing to
 defend any such action or claim. Notwithstanding the provisions of this Section
 7, an indemnifying party that is a Holder of Securities, Exchange Securities or
 Private Exchange Securities shall not be required to contribute any amount in
 excess of the amount by which the total price at which the Securities, Exchange
 Securities or Private Exchange Securities sold by such indemnifying party to
 any purchaser exceeds the amount of any damages which such indemnifying party
 has otherwise paid or become 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
 Securities Act) shall be entitled to contribution from any person who was not
 guilty of such fraudulent misrepresentation.


                                      -14-
<PAGE>


     8. Rules 144 and 144A. The Support Provider shall use its reasonable best
 efforts to file the reports required to be filed by it under the Securities Act
 and the Exchange Act in a timely manner and, if at any time the Support
 Provider is not required to file such reports, it will, upon the written
 request of any Holder of Transfer Restricted Securities, make publicly
 available other information so long as necessary to permit sales of such
 Holder's securities pursuant to Rules 144 and 144A. The Company and the Support
 Provider covenant that they will take such further action as any Holder of
 Transfer Restricted Securities may reasonably request, all to the extent
 required from time to time to enable such Holder to sell Transfer Restricted
 Securities without registration under the Securities Act within the limitation
 of the exemptions provided by Rules 144 and 144A (including, without
 limitation, the requirements of Rule 144A(d)(4)). Upon the written request of
 any Holder of Transfer Restricted Securities, the Company and the Support
 Provider shall deliver to such Holder a written statement as to whether they
 have complied with such requirements. Notwithstanding the foregoing, nothing in
 this Section 8 shall be deemed to require the Company to register any of its
 securities pursuant to the Exchange Act.

     9. Underwritten Registrations. If any of the Transfer Restricted Securities
 covered by any Shelf Registration Statement are to be sold in an underwritten
 offering, the investment banker or investment bankers and manager or managers
 that will administer the offering will be selected by the Holders of a majority
 in aggregate principal amount of such Transfer Restricted Securities included
 in such offering, subject to the consent of the Company (which shall not be
 unreasonably withheld or delayed), and such Holders shall be responsible for
 all underwriting commissions and discounts in connection therewith.

     No person may participate in any underwritten registration hereunder unless
 such person (i) agrees to sell such person's Transfer Restricted Securities on
 the basis reasonably provided in any underwriting arrangements approved by the
 persons entitled hereunder to approve such arrangements and (ii) completes and
 executes all questionnaires, powers of attorney, indemnities, underwriting
 agreements and other documents reasonably required under the terms of such
 underwriting arrangements.

     10. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement may not be
 amended, modified or supplemented, and waivers or consents to departures from
 the provisions hereof may not be given as to the Securities, the Exchange
 Securities or the Private Exchange Securities unless the Company has obtained
 the written consent of Holders of a majority in aggregate principal amount of
 the Securities, the Exchange Securities and the Private Exchange Securities,
 taken as a single class. Notwithstanding the foregoing, a waiver or consent to
 depart from the provisions hereof with respect to a matter that relates
 exclusively to the rights of Holders whose Securities, Exchange Securities or
 Private Exchange Securities are being sold pursuant to a Registration Statement
 and that does not directly or indirectly affect the rights of other Holders may
 be given by Holders of a majority in aggregate principal amount of the
 Securities, the Exchange Securities and the Private Exchange Securities being
 sold by such Holders pursuant to such Registration Statement.


                                      -15-
<PAGE>


     (b) Notices. All notices and other communications provided for or permitted
 hereunder shall be made in writing by hand-delivery, first-class mail,
 telecopier or air courier guaranteeing next-day delivery:

          (1) if to a Holder, at the most current address given by such Holder
     to the Company in accordance with the provisions of this Section 10(b),
     which address initially is, with respect to each Holder, the address of
     such Holder maintained by the Registrar under the Indenture, with a copy in
     like manner to the Initial Purchaser;

          (2) if to the Initial Purchaser, initially at Lehman Brothers Inc.,
     3 World Financial Center, 200 Vesey St., New York, NY 10285, Attention:
     Fixed Income Syndicate Desk;

          (3) if to the Company, initially at Verizon Global Funding Corp.,
     Attention Janet M. Garrity, President and Treasurer, 3900 Washington
     Street-2nd Floor, Wilmington, DE 19802; and

          (4) if to the Support Provider, initially at Verizon Communications
     Inc., Attention William F. Heitmann, Senior Vice President and Treasurer,
     1095 Avenue of the Americas, New York, New York 10036

     All such notices and communications shall be deemed to have been duly
 given: when delivered by hand, if personally delivered; one business day after
 being delivered to a next-day air courier; five business days after being
 deposited in the mail; and when receipt is acknowledged by the recipient's
 telecopier machine, if sent by telecopier.

     (c) Successors And Assigns. This Agreement shall be binding upon the
 Company, the Support Provider and their respective successors and assigns.

     (d) Counterparts. This Agreement may be executed in any number of
 counterparts (which may be delivered in original form or by telecopier) and by
 the parties hereto in separate counterparts, each of which when so executed
 shall be deemed to be an original and all of which taken together shall
 constitute one and the same agreement.

     (e) Definition of Terms. For purposes of this Agreement, (a) the term
 "business day" means any day on which the New York Stock Exchange, Inc. is open
 for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405
 under the Securities Act and (c) except where otherwise expressly provided, the
 term "affiliate" has the meaning set forth in Rule 405 under the Securities
 Act.

     (f) Headings. The headings in this Agreement are for convenience of
 reference only and shall not limit or otherwise affect the meaning hereof.

     (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
 ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


                                      -16-
<PAGE>


     (h) Remedies. In the event of a breach by the Company or the Support
 Provider or by any Holder of any of their respective obligations under this
 Agreement, each Holder or the Company or the Support Provider, as the case may
 be, in addition to being entitled to exercise all rights granted by law,
 including recovery of damages (other than the recovery of damages for a breach
 by the Company or the Support Provider of their obligations under Sections 1 or
 2 hereof for which additional interest have been paid pursuant to Section 3
 hereof), will be entitled to specific performance of its rights under this
 Agreement. The Company, the Support Provider and each Holder agree that
 monetary damages would not be adequate compensation for any loss incurred by
 reason of a breach by it of any of the provisions of this Agreement and hereby
 further agree that, in the event of any action for specific performance in
 respect of such breach, it shall waive the defense that a remedy at law would
 be adequate.

     (i) No Inconsistent Agreements. Each of the Company and the Support
 Provider represents, warrants and agrees that (i) it has not entered into,
 shall not, on or after the date of this Agreement, enter into any agreement
 that is inconsistent with the rights granted to the Holders in this Agreement
 or otherwise conflicts with the provisions hereof, (ii) it has not previously
 entered into any agreement which remains in effect granting any registration
 rights with respect to any of its debt securities to any person and (iii)
 without limiting the generality of the foregoing, without the written consent
 of the Holders of a majority in aggregate principal amount of the then
 outstanding Transfer Restricted Securities, it shall not grant to any person
 the right to request the Company to register any debt securities of the Company
 under the Securities Act unless the rights so granted are not in conflict or
 inconsistent with the provisions of this Agreement.

     (j) No Piggyback on Registrations. No security holders of the Company
 (other than the Holders of Transfer Restricted Securities in such capacity)
 shall have the right to include any securities of the Company in any Shelf
 Registration or Registered Exchange Offer other than Transfer Restricted
 Securities.

     (k) Severability. The remedies provided herein are cumulative and not
 exclusive of any remedies provided by law. If any term, provision, covenant or
 restriction of this Agreement is held by a court of competent jurisdiction to
 be invalid, illegal, void or unenforceable, the remainder of the terms,
 provisions, covenants and restrictions set forth herein shall remain in full
 force and effect and shall in no way be affected, impaired or invalidated, and
 the parties hereto shall use their reasonable best efforts to find and employ
 an alternative means to achieve the same or substantially the same result as
 that contemplated by such term, provision, covenant or restriction. It is
 hereby stipulated and declared to be the intention of the parties that they
 would have executed the remaining terms, provisions, covenants and restrictions
 without including any of such that may be hereafter declared invalid, illegal,
 void or unenforceable.


                                      -17-
<PAGE>


     Please confirm that the foregoing correctly sets forth the agreement among
 the Company, the Support Provider and the Initial Purchaser.


                                       Very truly yours,

                                       VERIZON GLOBAL FUNDING CORP.

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

                                       VERIZON COMMUNICATIONS INC.

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

LEHMAN BROTHERS INC.


By  /s/ Victor Forte
    ------------------------
    Name:  Victor Forte
    Title: Managing Director




                                      -18-
<PAGE>



                                                                         ANNEX A



     Each broker-dealer that receives Exchange Securities for its own account
 pursuant to the Registered Exchange Offer must acknowledge that it will deliver
 a prospectus in connection with any resale of such Exchange Securities. The
 Letter of Transmittal states that by so acknowledging and by delivering a
 prospectus, a broker-dealer will not be deemed to admit that it is an
 "underwriter" within the meaning of the Securities Act. This Prospectus, as it
 may be amended or supplemented from time to time, may be used by a
 broker-dealer in connection with resales of Exchange Securities received in
 exchange for Securities where such Securities were acquired by such
 broker-dealer as a result of market-making activities or other trading
 activities. The Company has agreed that, for a period of 90 days after the
 Expiration Date (as defined herein), it will make this Prospectus available to
 any broker-dealer for use in connection with any such resale. See "Plan of
 Distribution".


<PAGE>


                                                                         ANNEX B



     Each broker-dealer that receives Exchange Securities for its own account in
 exchange for Securities, where such Securities were acquired by such
 broker-dealer as a result of market-making activities or other trading
 activities, must acknowledge that it will deliver a prospectus in connection
 with any resale of such Exchange Securities. See "Plan of Distribution".


<PAGE>

                                                                         ANNEX C


                              PLAN OF DISTRIBUTION


     Each broker-dealer that receives Exchange Securities for its own account
 pursuant to the Registered Exchange Offer must acknowledge that it will deliver
 a prospectus in connection with any resale of such Exchange Securities. This
 Prospectus, as it may be amended or supplemented from time to time, may be used
 by a broker-dealer in connection with resales of Exchange Securities received
 in exchange for Securities where such Securities were acquired as a result of
 market-making activities or other trading activities. The Company has agreed
 that, for a period of 90 days after the Expiration Date, it will make this
 prospectus, as amended or supplemented, available to any broker-dealer for use
 in connection with any such resale. In addition, until __________, 2001, all
 dealers effecting transactions in the Exchange Securities may be required to
 deliver a prospectus.


     The Company will not receive any proceeds from any sale of Exchange
 Securities by broker-dealers. Exchange Securities received by broker-dealers
 for their own account pursuant to the Registered Exchange Offer may be sold
 from time to time in one or more transactions in the over-the-counter market,
 in negotiated transactions, through the writing of options on the Exchange
 Securities or a combination of such methods of resale, at market prices
 prevailing at the time of resale, at prices related to such prevailing market
 prices or at negotiated prices. Any such resale may be made directly to
 purchasers or to or through brokers or dealers who may receive compensation in
 the form of commissions or concessions from any such broker-dealer or the
 purchasers of any such Exchange Securities. Any broker-dealer that resells
 Exchange Securities that were received by it for its own account pursuant to
 the Registered Exchange Offer and any broker or dealer that participates in a
 distribution of such Exchange Securities may be deemed to be an "underwriter"
 within the meaning of the Securities Act and any profit on any such resale of
 Exchange Securities and any commission or concessions received by any such
 persons may be deemed to be underwriting compensation under the Securities Act.
 The Letter of Transmittal states that, by acknowledging that it will deliver
 and by delivering a prospectus, a broker-dealer will not be deemed to admit
 that it is an "underwriter" within the meaning of the Securities Act.


     For a period of 90 days after the Expiration Date the Company will promptly
 send additional copies of this Prospectus and any amendment or supplement to
 this Prospectus to any broker-dealer that requests such documents in the Letter
 of Transmittal. The Company has agreed to pay all expenses incident to the
 Registered Exchange Offer (including the expenses of one counsel for the
 Holders of the Securities) other than commissions or concessions of any
 broker-dealers and will indemnify the Holders of the Securities (including any
 broker-dealers) against certain liabilities, including liabilities under the
 Securities Act.


<PAGE>



                                                                         ANNEX D


     [ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
          ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
          SUPPLEMENTS THERETO.

          Name:
          Address:



 If the undersigned is not a broker-dealer, the undersigned represents that it
 is not engaged in, and does not intend to engage in, a distribution of Exchange
 Securities. If the undersigned is a broker-dealer that will receive Exchange
 Securities for its own account in exchange for Securities that were acquired as
 a result of market-making activities or other trading activities, it
 acknowledges that it will deliver a prospectus in connection with any resale of
 such Exchange Securities; however, by so acknowledging and by delivering a
 prospectus, the undersigned will not be deemed to admit that it is an
 "underwriter" within the meaning of the Securities Act.