EXHIBIT 99.1
PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020
PROXY--ANNUAL MEETING OF SHAREHOLDERS-- , 2002
The undersigned hereby appoints Robert Price and Kim I. Pressman and each of
them, with full power of substitution, proxies of the undersigned to vote all
shares of Common Stock of Price Communications Corporation (the "Company") that
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on , 2002, at
. local time, at the offices of Proskauer Rose LLP, 1585 Broadway, New
York, New York 10036-8299 and at any postponement or adjournment thereof. The
undersigned hereby revokes any proxy heretofore given with respect to such
shares.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
This Proxy, when properly executed and returned, will be voted in the manner
directed below. If no direction is made, this Proxy will be voted FOR the
proposals.
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Election of Directors
The Board of Directors recommends a vote FOR the election of the
nominees. FOR WITHHOLD
NOMINEE: Robert Price (Class C) [ ] [ ]
NOMINEE: Kim I. Pressman (Class C) [ ] [ ]
NOMINEE: Stuart B. Rosenstein (Class A) [ ] [ ]
NOMINEE: John Deardourff (Class A) [ ] [ ]
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Other Proposals
The Board of Directors recommends a vote FOR the following
proposals: FOR AGAINST
(1) The asset contribution transaction (including the possible
exchange into Verizon Communications common stock). [ ] [ ]
(2) The amendment of the Certification of Incorporation to permit
certain transactions to be approved by a majority of shareholders
rather than 66 2/3% of shareholders. [ ] [ ]
(3) In their discretion, to consider and act upon any other matter
which may properly come before the meeting or any
adjournment thereof. [ ] [ ]
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy
will be voted FOR the nominees listed.
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Signature(s) of Shareholder(s)
_____________________________________
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Print Name(s) of Shareholder(s)
Please sign your name exactly as it
appears hereon. If shares are
registered in more than one name,
each joint owner or fiduciary should
sign. When signing as attorney,
executor, administrator, trustee,
personal representative, agent or
guardian, please give your full title
as it appears hereon.
Dated , 2002.
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