The Official Newsletter of NYNEX and Bell Atlantic Retirees

Spring 2002		    (logo)            		      Volume 21


By Rep. Bernie Sanders (Ind-Vermont)

As we reflect on the year 2001, our minds catapult to the World
Trade Center in flames and hundreds of courageous firemen and
police officers racing up stairs to try to save their trapped
fellow citizens. Almost all of them gave their lives in this
heroic effort.

For the last several months, the nation has been impressed by the
dedication and discipline of American troops in Afghanistan
successfully fighting to help rid the world of international
terrorism. Some of these young people have died or been wounded.
Throughout the country, in the wake of Sept. 11, there has been a
growing sense of coming together and shared sacrifice.  Hundreds
of millions of dollars have been donated to special funds for the
families of the victims, and Americans are taking a deeper look
at the meaning of their lives.  And then, of course, there are
the titans of corporate America.

Unfortunately, for many of them, it's the same old story. Greed,
greed and more greed.  Case in point is the Enron Corporation,
which, just last year, was the seventh largest company in America
with revenue exceeding $100 billion and over 20,000 employees.
Having contributed millions in campaign contributions to the
Republican Party and the President, the company was strongly
positioned to influence the direction of energy policies in the
Bush Administration. One of the results of their efforts was a
huge increase in electric rates in California.

Earlier this year, Enron was forced to admit that it had over-
reported its profits by nearly $600 million. This led to the
largest bankruptcy in history. While Enron was exaggerating its
profits - and before its artificially high stock price plummeted
- three top executives in the company, Lou Pai, Kenneth Lay and
Jeff Skilling cashed in stock options worth some $560 million.
Like rats on a sinking ship, they got their money out just in
time. But they didn't give that same opportunity to their

While Enron's stock was crashing, the company forced more than
12,000 of its employees to retain Enron stock in their 401(k)
pension plans. This caused massive losses for the workers and
many lost their entire retirement savings. Taxpayers will be
delighted to know that the House Republicans included a $254
million corporate welfare check for Enron as part of their so-
called "economic stimulus plan." But it's not just Enron.

Another case in point,  Verizon's retirees have been at odds with
the company during the past six years and have had to start a
stockholder proxy battle just to win the pension and benefits
they were promised long ago.  But isn't it a crying shame that
they must resort to challenging their former employer?  These
retirees are trying to stop that company's executives from giving
themselves multi-million dollar golden parachutes and using
massive profits from the retiree's $55 billion pension fund to
boost executive bonuses and compensation.  While the pension fund
soars, many of the 165,000 retirees have not had a pension
increase in a dozen years and struggle with eroding health care

With their proxy fight, the Verizon retirees are seeking to force
the company's board of directors to become independent from being
ruled by upper management. According to Bloomberg News Service
(3/13/01), in 2000 alone, Verizon's President and Co-CEO
Siedenberg's compensation, including options and a $52.5 million
merger bonus, was $117.6 million, while Chairman and Co-CEO Lee's
take was $97.7 million. The top executives under Siedenberg and
Lee also split another kings ransom. There are far too many
examples of corporate executives padding the paycheck when they
also control the board of directors of public companies.  This is
a betrayal of stockholder trust; just ask shareholders at Enron,
Polaroid or even Sunbeam Corporation, whose accounting problems
came to light during the tenure of "Chainsaw" Al Dunlop.

Take also the drug companies.  The American people continue to
pay by far the highest prices in the world for prescription
drugs. Many of the same drugs sold in this country by American
drug companies are sold abroad at a fraction of the price.  The
result is that millions of Americans suffer, and some die,
because they are unable to afford the medicine they need.
Meanwhile, year after year, drug companies constitute the most
profitable industry in our country. Last year, they had profits
that exceeded $30 billion.

At a time when elderly citizens cut their dosages in half, nine
executives at the top of
                                           (Continued on page 12)


Verizon Communications, Inc. will hold its 2002 Annual Meeting of
Shareholders at 10 a.m. on Wednesday, April 13, at the Hyatt
Regency Minneapolis, 1300 Nicollet Mall in Minneapolis, Minn. On
the meeting agenda will be three proxy proposals put forth by
retirees of Bell Atlantic/Verizon and the Association of BellTel

In the centerfold of this edition of the "BellTel Retiree"
newsletter, we explain each of the three proposals.  Please
take time to read this material carefully and save it for
when your proxies arrive by mail.  Then cast your vote --
your voice in the future governance of Verizon.


Four years ago, members of the Association of BellTel
Retirees began taking on Bell Atlantic, now Verizon, through
the proxy vote.  As the years have passed, these proposals
have received increasing shareholder support, and one of
them received 32 percent of the vote last year.

This is the year that your vote can get these proxies over
the top.  If we vote together, along with support that's
already been pledged by Wall Street institutional investment
groups, we can improve not only the interests of
shareholders, but retirees as well.  A large "YES" vote can
help persuade management and the Board to take seriously the
issues being raised by Association members again this year.

Last year, all three proxies received strong support.  Some
576 million shareholders (32 percent of the votes cast) were
in support of our "anti-golden parachute" proposal and more
than 540 million (30 percent) were in favor of our
"independent director" proposal.  In its first run as a
proxy, the proposal on the Calculation of Incentive
Compensation pulled in 340 million shareholder votes (19

The "anti-golden parachute" proposal was designed to fight
the overly generous severance agreements given to executives
with little or no restrictions on why they are leaving the
company or if the company's performance has slipped.

The "independent director" proxy would require Verizon to
amend the company by-laws to require a majority of
independent directors on its Board of Directors.

The third, the "compensation calculation," proposal would
disallow the company from including the earnings from our
$55 billion pension fund as net income for the purpose of
calculating officers' incentive pay.

Therefore, the Officers and the Board of Directors of the
Association of BellTel Retirees Inc. ask you to do your part
by exercising one of the following options and encouraging
your friends and family who own shares of Verizon to do the

OPTION 1.)  Sign and date your proxy and send it to the
Association to be voted, as a block, at the Annual Meeting.

OPTION 2.)  Mark your proxy, voting on the various proposals
as recommended below. Sign, date, and return it in a self-
addressed envelope.

If you choose OPTION 1.):
a.) There is no need to vote on the proposals. We will do
that for you.
b.) Sign and date the Proxy and send it to:
Association of BellTel Retirees
P.O. Box 33
 	Cold Spring Harbor, NY 11724

If you choose OPTION 2.):
a.) Vote "FOR" the proposition "Board Composition,"
requiring a change in the corporate by-laws to provide that
the Board consist of a majority of truly independent
directors and to have no more than two directors who are
current or former senior executive officers of Verizon.

b.) Vote "FOR" the proposition, "Executive Severance
Agreements," which requires the company's Board of Directors
to seek shareholder approval for all future or renewed
severance agreements with the company's top executive
officers, which provide more generous pay-outs than the
Senior Management Retirement Plan available to other senior

c.) Vote "FOR" the proposition, "Calculation of Incentive
Compensation," to exclude pension credits from performance-
based pay formulas, which would prevent executives from
earning inflated bonuses because of phantom earnings gained
from profits on the pension fund.

d.) Vote on the other propositions according to your own

e.) Sign and date your proxy and return it in a self-
addressed envelope.

If you have any questions regarding this matter, call us at:
(631) 367-3067.

This newsletter is prepared by and paid for entirely by the
Association of BellTel Retirees, which is the only
participant in the solicitation of proxies discussed in the
articles herein.


John Parente and John Sellen, Association Board Members,
will be resubmitting a proxy resolution to amend the company
by-laws to require a majority of independent directors on
the Verizon Board of Directors.  We ask that our Association
membership vote for the proxy proposal, which we believe
will improve decision-making by the Verizon Board.

The proxy resolution garnered a 30% showing last year, which
is a 58% increase from two years ago.  After the retiree
shareholder proposal first highlighted the issue two years
ago, Verizon eliminated some board members who were not
independent and reduced the number of senior executives on
its board from six to two.

However, this concession still left the board short of a
majority of independent directors, which may make it
difficult for it to serve as a truly independent monitor of
management decisions.  Currently, decisions are controlled
by directors who may be swayed by their close ties to
management.  Requiring independent directors would reduce
the excessive influence of corporate management on the
Verizon Board.

Currently, no more than half of the 16 members of the Board
of the Directors are truly independent of management.  In
addition to the two Co-CEOs, six outside directors are
considered non-independent due to board interlocks or
because their own employer receives substantial grants, fees
or business from the company, or did in the recent past.  An
example of an interlock is that co-CEO Seidenberg sits on
the board that employs and sets the salary of board member
Stafford.  A ninth director, while technically independent,
has an interlock similar to this example with a company
officer.  The standard that we use is detailed in the
supporting statement of the proxy proposal.

Our company has one of the least independent boards among
large U.S. companies.  The boards of 89% of S&P 500
companies have a majority of independent directors,
according to a 2001 study by the impartial Investor
Responsibility Research Center.  Verizon should bring itself
up to the standards of other corporations by updating the
Board's composition to include a majority of independent
directors.  This proposal would also require Verizon's Board
to consist of no more than two directors who are current or
former senior executives of the company.

We believe that passage of this bylaw could help retirees
receive a fairer and more open-minded hearing than is
possible with a Board composed disproportionately of Verizon
executives and directors with direct ties to Verizon
management.  We urge all of our members to support this
proxy proposal by voting FOR the company to require a
majority of independent directors on its Board of Directors.


Association President Bill Jones and Board Member Joe
Ristuccia, and his wife, Ann, will resubmit a proxy
resolution to stop Verizon executives from reaping
performance-based benefits by including pretax pension
credits in the company's earnings.  In its first run last
year, the proxy received 19% of shareholder votes - a very
impressive showing.

Verizon executives are wrongly earning record high bonuses
partially as a result of profits arising from the $55
billion retiree pension fund, while the company's loyal
retirees struggle to get by with their inadequate retirement
benefits. Retirees continue to see cutbacks in healthcare
benefits and erosion of pension buying power due to lack of
regular cost of living adjustments, while Verizon executives
take in higher and higher bonuses.  If pension credits are
excluded from performance-based pay formulas, executive
bonuses could be lower and more in line with their true
value to the corporation.  By giving them less incentive to
hoard the over funded pension fund, this proposal would tie
executive compensation more closely to the company's
performance.  This proposal also could encourage management
to use the pension surplus for its intended purpose: paying
benefits, including much needed and long overdue cost-of-
living adjustments to retirees.

Verizon continues to use interest earnings from its pension
fund to bolster its earnings - with that number growing
larger every year.  A recent study by Merrill Lynch,
entitled "Making Sense of Pensions," revealed that a
significant portion of net operating income reported by
Verizon was not cash flow from operations, but rather
"pension credits" from paper gains on assets held in the
company pension plan.  The study, released on Aug. 1, 2001
stated that the company posted pretax pension credit of $3.5
billion toward its 2000 earnings, which is an 81% increase
from 1999.

The study said that the pension credit increase when
compared to Verizon's total income is "significant" and "an
adverse issue" when valuing the company's total worth.

A study by Credit Suisse First Boston stated that when
Verizon is compared to other S&P 500 companies it made the
largest pension credit contribution to reported earnings
("Pension Accounting Primer," June 13, 2001).

This proxy proposal is important to Verizon shareholders and
to the economic futures of our members because the pension
funds should be administered for their original purpose - to
provide retirement benefits to the company's employees, and
not be used as a yardstick to justify higher personal
bonuses for executives. We urge all of our members to
support this proxy proposal by voting FOR excluding pension
credits from performance-based pay formulas.


Association Board Member Bob Rehm and the Association of
BellTel Retirees again will co-sponsor the proxy to require
shareholder pre-authorization of "golden parachutes"
agreements at this year's shareowners meeting.  The proxy
automatically qualifies for submission as it garnered 32% of
the vote last year.

It argues that "golden parachutes" and "golden good-bye"
agreements should require prior approval by a shareholder
vote before being granted.  These agreements - which we
regard as among the most costly, wasteful and anti-
shareholder forms of executive compensation - cover
executives with multi-million dollar provisions in addition
to extremely generous retirement benefits.  They are
triggered not just by a hostile change of control, but even
by voluntary departures under a range of circumstances and
even termination for cause.  We believe this is contrary to
stockholder interests.

For example, the 2000 Verizon merger proxy stated that
several senior executives were promised multi-million dollar
payments concerning the status of current co-CEO Ivan
Seidenberg.  If he "is not elected Chairman of the Board" or
"if there has been 'a change of control' of Bell Atlantic"
(with "change of control" defined very broadly), then
certain provisions in these severance agreements are
triggered.  According to the proxy, executive officers
Babbio, Cullen, Salerno and Young are given the option "to
terminate his employment on grounds of constructive
discharge following Charles R. Lee's election" as Chairman
and thereby walk away with millions of dollars in severance
payments on top of their other generous retirement benefits.

These agreements don't reflect the track record of the
executives or their years of service to the company.  Such
generosity can frustrate long-term shareholders, who believe
that executive pay should be properly aligned with
shareholder interests.  It also is in direct contrast to the
treatment of the loyal retirees of Bell Atlantic/NYNEX, who
have dedicated decades of their lives to the company, only
to have their pension buying power reduced and their health
benefits withered away.

If this proxy proposal receives a majority vote, future
inflated compensation packages would need pre-approval from
the Verizon shareholders.  Giving shareholders a vote could
help curb unduly generous pay packages that drain money from
operating funds.  We are asking all of our members to vote
FOR this proxy resolution.


By C. William James

(photograph of C. William James)

The Board of the Association joins me in wishing you a
happy, healthy and prosperous New Year.  However, if you
are waiting for Verizon to take care of the "prosperous"
part, think again.

At a face-to-face meeting with Chairman and Co-Chief
Executive Officer, Charles Lee, Association Vice President-
Finance, Bob Rehm, and I were given a message in no
uncertain terms.  Mr. Lee made it clear that his position
is: 1) the shareholders own the pension fund, not the
retirees; 2) retirees do not need a pension increase at
this time, nor do they deserve one; 3) when inflation
reaches 15% they might consider an increase (the fact that
inflation since the last increase for most retirees is
almost double that number does not count according to Lee).

On a positive note, Mr. Lee suggested that we meet in the
near future with Ezra Singer, Executive Vice President-
Human Resources, to discuss some of the other pressing
retiree issues.  That meeting will be held by the time you
receive this newsletter.

Mr. Lee also made it clear that he was not at all happy
about our proxy proposals.  In fact, he hates them!  We
view his reaction as embarrassed and concerned about being
criticized in public and in front of his Board and
shareholders.  He asked that we not submit them again and
said that he would instruct his General Counsel to go after
us if we did.  However, SEC regulations prevent Verizon
from blocking our valid and legal proxy proposal

Well, fellow retirees, given Mr. Lee's views on your
dwindling pension buying power, let's give him exactly what
he doesn't want  -  a bigger-than-ever vote for the
proposals that the company opposes.   Each year we have
increased the vote in favor of Association-backed
proposals.  If we pull out all the stops and work hard to
get every person we know who owns Verizon shares to vote
for our proposals, we can send an important message to
Chuck Lee.  Your Association has plans in the works to
maximize the vote but we need your help as well.  More on
the proposals and how to vote can be found elsewhere in
this edition.

This year will be important on many fronts, in addition to
the proxy battle.  With Congress distracted by the war on
terrorism, home security and the economy, we have decided
to use the time wisely by circulating petitions and
obtaining signatures of Congressional constituents asking
for support of HR 1322, the Emergency Retiree Health
Benefits Protection Act.  We plan to present these
petitions in person and at the right time.  The more
signatures we obtain, the more powerful the message.  Our
elected officials must be told how important this bill is
to us.

I promised myself that I would not write about our legal
action until the suit was filed, however, I have to break
that promise.  The terrorist attack on our country has
caused a significant downturn in contributions to the
Association.  For the first time in our history, we
received fewer contributions than we did in the previous
year.  This occurred in spite of a larger membership and
nine months of record contributions.  My point is that the
turn-around since Sept. 11 - if not reversed - could spell
trouble for our ability to mount a powerful legal attack.
You received our annual appeal letter about one month ago.
For those who contributed, I sincerely thank you for your
support.  For those who have not yet sent a contribution, I
ask that you give it your most serious consideration.

Finally, to those of you who live in Florida and or will be
vacationing there in March, I hope that I will have the
opportunity to meet you personally at our Annual Meeting in
Fort Pierce.  I promise that you will find the meeting
interesting and enlightening.

I look forward to an exciting 2002 working with my fellow
Board members to protect and enhance retiree and
beneficiary pensions and benefits.

God bless you all and God bless America.

(Continued from page 1)

pharmaceutical corporations in the U.S. were given $890 million
in stock options according to Families USA. This is on top of the
$169.9 million in wages, bonuses and other compensation that
these executives are already receiving. How does the
pharmaceutical industry manage to rip off the American people,
generate huge profits, get massive tax breaks and provide
outrageous compensation packages for their top management? Easy.
As the wealthiest political lobby in Washington they have spent,
over the last three years, more than $200 million in campaign
contributions, lobbying activities and media advertising.

Even in the face of the bioterrorism attack on the United States,
the drug giants are choosing profits over the health of the
American people. When the federal government chose to stockpile
the antibiotic Cipro, the "deal" struck with the drug companies
requires the government to pay far more than is charged by
generic manufacturers abroad, and, in fact, more than the federal
government itself already pays under a different program. But
wait, corporate self-dealing doesn't end there.

Take, for example, Big Blue. As the holiday season approached,
IBM announced a new round of job cuts. According to published
news reports, the company has cut more than 5,000 jobs in the
United States since July.  Meanwhile, they are building two new
micro-processing plants in China where workers are paid a
fraction of what American workers receive.

To IBM watchers, this latest act is par for the course. Two years
ago, despite record-breaking profits and a pension fund surplus
of some $10 billion, IBM slashed pension and retirement health
benefits for workers in 1999 and 2000 and curtailed salaries in
2001. Meanwhile, the CEO of IBM, Louis Gerstner, raked in $176
million in total compensation and stock options over the past 2
years. In addition, he has accumulated over $260 million in
unexercised stock options from IBM during his tenure. While
slashing the pension plans of IBM employees, he negotiated a
retirement plan over $1.1 million a year for himself.

Once again, no bad deed goes unrewarded. If the House Republican
leadership gets its way, IBM will receive $1.4 billion in
corporate welfare this year. This country has gone through an
extremely traumatic year, and we are now confronting serious
economic and security issues. It would be nice if, for once, some
of our corporate leaders looked out for someone other than