BELLTEL RETIREE
The Official Newsletter of NYNEX and Bell Atlantic Retirees
Spring 2001                                        Volume 17



PROXY 2001   TAKE PART IN VERIZON GOVERNANCE WITH YOUR PROXY VOTE

     Soon you will have the opportunity to profoundly affect
Verizon corporate governance.  Within the next month, Verizon
will be mailing shareholders proxy statements, annual reports and
invitations to the 2001 Annual Meeting of Shareholders.  By
exercising our rights to vote our shares in a constructive
manner, we as retirees can make our voices heard.  As the largest
yet-to-be combined shareholder population, we can vote together
on our proxy proposals and exact real changes at Verizon.

     Last year, your Association and three of its officers put
forth two proxy proposals that received impressive votes.  Over
320 million shares (32.0 percent of all shares voted) were voted
in favor of our "anti-golden parachute" proposal, and 278 million
shares (27.0 percent of the votes cast) were in favor of our
"independent director" proposal.  The latter proposal caused the
company to change the composition of the Board, making it more
independent.  This shows that our proxy proposals are causing
Verizon to make real changes in their corporate governance, even
when we garner less than a majority vote.

     It is clear that many of us have lost faith in the present
senior management team and the Board of Directors.  We believe
that the two returning and one new proxy proposals that we are
putting forth this year will help position our Association to
show the strength of Verizon retirees united.

     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 same:

     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 companyOs top executive officers, which
provide more generous pay-outs than the Senior Management
Retirement Plan available to other senior managers.

     c.) Vote "FOR" the proposition, "Executive Compensation
Calculation*," 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
conscience.

     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.

     *At press time, we believed this would be the name assigned
by the company.


PROXY 2001   -- Executive Compensation Calculation*:
      Exclude Pension Credits From Performance-Based Pay Formulas

     It's bad enough that the company uses interest earnings from
the pension funds to bolster Verizon's earnings -- showing
phantom profits to Wall Street that cannot be used to buy back
stock, fund capital investments, or for other operating purposes.
Bloomberg revealed that a significant portion of net operating
income reported by both Bell Atlantic and G.T.E. (which merged to
form Verizon) for 1999 was not cash flow from operations, but
rather "pension credits" from paper gains on assets held in the
company pension plan.  "In March [2000], Bell Atlantic showed
that its pension fund accounted for $846 million, or about 13%,
of its 1999 pretax income.  At G.T.E., the gains were even
bigger: $1.08 billion, almost 17% of its pretax income for the
year," the article reported.

     This year, Association President, Bill Jones, and Board
Member Joe Ristuccia, and his wife, Ann are proposing a new proxy
resolution.  It would stop Verizon executives, who are wrongly
earning record high bonuses as a direct result of profits arising
from the retiree pension benefit fund, from reaping personal
benefits.  This abuse is occurring while the company's loyal
retirees struggle to get by with their inadequate retirement
benefits. We urge all of our members to support this proxy
proposal by voting for excluding pension credits from
performance-based pay formulas.

     While retirees are experiencing cutbacks in healthcare
benefits and erosion of pension spending power due to lack of
cost of living adjustments, Verizon executives are reaping high
bonuses as a direct result of this unfair treatment of retirees.
If pension credits are excluded from performance-based pay
formulas, executives would not be able to earn high bonuses from
interest earnings of the pension fund, and they would thus have
less incentive to hoard the overfunded pension fund.  Executive
officers should not be encouraged to use the pension surplus for
anything other than much needed and long overdue cost-of-living
adjustments for retirees.

     This proxy matter is of utmost importance to the economic
futures of our members because the pension fund needs to be used
strictly for its original purpose -- to provide retirement
benefits to the company's retirees.  The record-high pension
surplus should be used for the sole benefit of retirees and
workers, not as a vehicle for executives to seek higher personal
bonuses.

     *At press time, we believed this would be the named assigned
by the company.



PROXY 2001 -- EXECUTIVE SEVERANCE AGREEMENTS:
              REQUIRE VOTE ON "GOLDEN PARACHUTE" AGREEMENTS

     Last year's strong 32% approval on the proxy to require
shareholder pre-authorization of "golden parachute" agreements
has encouraged Association Board Member Bob Rehm to resubmit it
at this year's shareowners meeting as it automatically qualifies
for the proxy.  This proxy argues that the outrageous severance
agreements should require prior approval by a shareholder vote
before being granted.  We are asking all of our members to vote
for this proxy resolution.

     "Golden parachutes" and "golden good-bye" agreements are
among the most costly, wasteful and anti-shareholder forms of
executive compensation.  Our company's executive officers are
covered by multi-million dollar parachute provisions that are
triggered not just by a hostile change of control, but even by
voluntary departures under a range of circumstances that we
believe are contrary to stockholder interests.

     The 2000 Verizon merger proxy, for example, revealed that
several senior executives had agreements promising
multi-million-dollar payments if current co-CEO Ivan Seidenberg
"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).  The agreements gave executive officers
Babbio, Cullen, Salerno and Young 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
extremely generous retirement benefits, according to the 2000
proxy.

     Compare this to the treatment of 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.  "Golden parachute" agreements are
not based on the years dedicated to the company or on service
records.  Without shareholder approval, these "golden parachute"
severance agreements create potential conflicts of interest and
undermine shareholder confidence that executive pay is properly
aligned with long-term interests of the shareholders.

     If this proxy proposal receives a majority vote, these
inflated compensation packages would need pre-approval from the
Verizon shareholders.  This process would temper outrageous
"golden parachute" deals from draining necessary operating funds,
without shareholder approval.

PROXY 2001 -- BOARD COMPENSATION:
              REQUIRE MAJORITY OF INDEPENDENT DIRECTORS

     Association Board Members, John Parente and John Sellen, are
resubmitting the proxy resolution to amend the company by-laws to
require a majority of independent directors on the Verizon Board
of Directors.  In order to ensure that shareholders get fair
representation on the board, we ask that our Association
membership vote for the proxy proposal to require a majority of
independent directors.

     After a 27% show of support for this proxy resolution at
last year's Board Meeting, up from 19% the previous year, Verizon
agreed with our position and eliminated some directors who were
not independent.  Further, they reduced the number of senior
executives on the Board from six to two.  While we were delighted
in winning such a concession, the changes are not enough because
the board still does not have a majority of independent
directors, and the company has not amended the by-laws to require
a truly independent board.

     As it stands, the Board cannot make independent decisions
based on the best interests of Verizon's shareholders.  Instead,
decisions are controlled by the majority of directors who might
be easily influenced by the wishes of senior managers.  A
reorganization of the Board would be a movement in the direction
toward greater fairness in Directors' decisions, free from
excessive influence of corporate management.

     Currently, no more than half of the 16 members of the Board
- -- and arguably less than half -- are outside directors truly
independent of management.  In addition to the two-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.

     Our company has one of the least independent boards among
large U.S. companies.  The boards of 88% of S&P 500 companies
have a majority of independent directors, according to a 1999
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.

     Passage of this proposal would help retirees to receive more
even-handed treatment by the company, rather than the
self-serving treatment top management has exhibited in the past
ten years.



(PHOTOGRAPH)          PRESIDENT'S MESSAGE
                      by C. William Jones

     I wish all of you a Happy New Year.  I hope that we can look
back at the year 2001 and celebrate many accomplishments made
possible by our working together.

     I first want to thank all of you who responded to my appeal
to reach out and bring in new members.  We have increased our
rolls by about 2,000 since that appeal, largely because of your
efforts.  I hope that you will continue to pass on new names to
us and talk up the importance of our mission.  I also ask those
who did not respond to my appeal to help yourself by helping us.
Our power rests with our membership.  More members equate to more
influence -- both with our former employer and with Congress.  If
you need copies of our newsletter or our brochure just contact
the Association office, we will be happy to send them to you.

     The next few months will be very important to all of us: our
annual appeal for contributions, reintroduction of the Emergency
Retiree Health Benefits Protection Act, the Verizon Annual
Meeting of Shareholders and our own Annual Membership Meeting.  I
will touch on each item and explain why it is important.

     Our annual appeal for contributions was received by our
membership in late January.  We only make one appeal each year,
and I thank all of you who have sent your contributions for 2001.
Unlike many charitable organizations, we do not solicit
contributions two or more times per year from those who respond
to our first appeal.  We do, however, remind those who do not
make a contribution as to the importance of their financial
support.  The results of our annual appeal in the first few
months determine the scope and extent of our programs for the
year, so I urge you to send along your check, if you have not
already done so.

     I hope by the time you receive this newsletter we have
reintroduced the health-care bill.  As you know, because it was
introduced so late in the 106th Congress, it had little chance
for passage.  However, all of the letters, e-mails and calls to
your representatives have paved the way for early action in the
107th Congress.  Media coverage, including articles in the Wall
Street Journal, Boston Business Journal, Boston Globe, AARP
Bulletin, Plan Sponsor, HR Reporter and others have raised
awareness of this important legislation.  I urge you to redouble
your efforts and continue to write, call and express the
importance of this legislation to your Congressmen and Senators.
A special edition newsletter will be out shortly providing more
details on this important effort.

     On April 25, 2001, Verizon will be holding its Annual
Shareholders Meeting in Memphis, Tennessee.  Several board
members from your Association will be there to present proxy
proposals and to air important retiree issues with the Verizon
shareholders,  board and officers.  This meeting is important to
us because it is the only time we have each year to raise our
issues, face-to-face, before all of the policy makers and the
owners of the business.  Please follow the instructions regarding
the voting of your shares, which are outlined in another article
and encourage your friends, relatives and neighbors to do the
same.  An impressive vote is essential.  To those members who
reside in the Memphis area, make it a priority to attend the
meeting.  I assure you that it will be very interesting, and we
would love to meet you and have your support at the meeting.

     Finally, on May 11, 2001, your Association will hold its
Annual Membership Meeting in Atlantic City.  We would love to see
you there.  For those who have yet to attend one of our meetings,
I can tell you that we receive extremely good feedback from
attendees.  It is our opportunity to face the membership, tell
our story, and listen to your concerns and suggestions and to
answer your questions.  You will also have the opportunity to
talk personally to your board members and catch up with old
friends.  Of course, Atlantic City offers a host of other
diversions, before and after the meeting.  I look forward to
seeing you at the meeting.