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					                                 Newsletter of AUSWR —Representing Retirees of
                                U S WEST, Qwest and their predecessor companies
       2010 Issue 2     

Retirees Concerned About Merger Expected for April 2011

    Qwest + CenturyLink = ????
                       Qwest Communications and              regulatory and shareholder ap-
                   CenturyLink announced on April 22,        proval. (Century Tel was renamed
                   2010, that their Boards of Directors      CenturyLink on May 20, 2010 at their
    FROM           approved an agreement allowing            annual shareholders’ meeting in

QWEST              CenturyLink to acquire Qwest in a
                   tax-free, stock-for-stock transaction.
                                                             Monroe, Louisiana, at the Century
                                                             Link headquarters).
                       Qwest shareholders will receive
   ♦   Qwest       0.1664 CenturyLink shares per                       Quick comparison of 2008:
                   Qwest share. The entire acquisition                           Century
Service Center                                                                                  Qwest
                   includes $10.6 billion in stock and      Price-to-sales             1.68        0.75
   changes         the assumption of $11.8 billion in       Return on Equity             7.3          0
   benefits        Qwest debt making the deal a total       Operating Margin           45.8        35.3
                   value of $22.4 billion. CenturyLink      Profit Margin           11.30%       4.10%
                   shareholders will own 50.5% of the       Sales                  $6.14 bil   $12.1 bil
 to Hewitt —       merged company, and Qwest share-         Profits                $0.70 bil   $0.49 bil
 What You          holders will own 49.5%. The merger       Assets                $22.32 bil   $19.4 bil
                   will result in estimated combined        Employees                20,200      30,138
 Must Do:          operating and capital revenues of        Source:

  —see page 7      $625 million annually. Each com-           More stories on Qwest-CenturyLink:
                   pany said they will continue their
   ♦Qwest          individual dividend programs until        CenturyLink CEO Glen Post….pg 4
                   the deal closes. The transaction          Qwest Golden Parachutes….…pg 4
 merger letter     which is targeted to close in April,      Qwest Merger Letter ……….….pg 9
 —see page 9       2011, is subject to federal and state

            “To preserve and protect the pension and benefits
                         that we earned.” 1— AUSWR Mission
Retiree Guardian — 2010 Issue 2 June             Colorado—Wyoming—New Mexico Edition
              AUSWR President’s Message
                      With the news of the merger            slack off, turn our backs or even take a breather in
                   between Qwest and Cen-                    fighting for our benefits.”
                   turyLink and all the unknowns                  Curtis Kennedy and I met with Qwest execu-
                   that go with this event, these are        tives, Rich Baer and Felicity O’Herron, on May
                   challenging times for all retirees.       19th and expressed many of our concerns about
                   Most of us feel overwhelmed on            the merger and the potential impacts on retirees.
                   a daily basis with health care re-             “Retirees deserve stability,” was our message.
                   form, pension protections dur-            We requested a meeting with the leadership of
                    ing tough economic times, and            CenturyLink and will follow-up until that hap-
Mimi Hull
                    the failures of the Congress and         pens. In response to our meeting, Qwest is provid-
AUSWR President
                    the courts to protect our previ-         ing information on Qwest Service Center changes
ously earned benefits.                                       and the merger starting on page 7.
     It is now that Utah member Jerry Dean says it                So, Jerry, we are taking your advice. We will
best when he wrote recently:                                 not slack off, nor turn our backs, and certainly not
     “With the reduction of our life insurance and           take a breather… we plan to continue the fight
loss of the death benefit, along with the financial
                                                             with your support and the support of all of those
climate, the feeling of our retiree group may be
                                                             retirees who count on us each day.
“What’s the use?" It is timely that we try to prevent
this attitude… emphasis should be that we cannot                              Mimi Hull
                                         2010 AUSWR Officers
 President                                  Mimi Hull (Colorado)
 Treasurer                                  Roger Sanger (Arizona)
 Secretary                              Eve Mary Verde (Utah)
 Litigation Attorney                    Curtis L Kennedy
 Retiree Guardian Regional Editor:      Kitty Kennedy
                            2010 Board of Directors and State Leaders:
 Arizona President                      Kitty Kennedy
 520-883-8272                           Email:
 Colo/Wyo President                          Hazel Floyd
 303-455-1535                                Email:
 New Mexico President                        Irene Chavira
 505 352-6666                                Email:
 IA/MN/NE/ND/SD Chair                        Mary Ann Neuman
 763-535-3865                                Email:
 Ore/Wash President                          Judy Stenberg
 425-746-5248                                Email:
 UT/ID/MT Chair                              Donnetta Mitchell
 801-269-9997                                Email:
Retiree Guardian — 2010 Issue 2 June                     2                Colorado—Wyoming—New Mexico Edition
                                            Thanks, again to Curtis.
                             Health insurance coverage for all pre-1991 retirees
                             —known as those covered by the Phelps case —will
                             continue after the Qwest –CenturyLink merger. Curtis L. Ken-
                             nedy, AUSWR Litigation Attorney, negotiated the Phelps case
                             and included continued health care coverage should a merger
                             or acquisition occur. The Agreement and Plan of Merger is
                             available at:
 Curtis L. Kennedy
AUSWR Litigation Attorney    Thank you, Curtis!

Page 4
                                       In This Issue
                   CenturyLink CEO Glen Post is introduced
                   Qwest Executives Expect Big Payout rewards for Merger
Page 5             Attention 1989-90 retirees known as the “5+5” retiree! With the elimination effective
                   March 1, 2010, of the Pensioner Death Benefit that was equal to the last’s year’s salary
                   for all retirees, legal action is being considered. We have determined that “5+5” retirees
                   have the strongest arguments against Qwest. If you have a spouse or dependent child
                   and you counted on this money, Qwest took it just like they took your Group Life In-
                   surance down to $10,000. Read how to participate in a proposed lawsuit against Qwest
                   to restore the Pensioner Death Benefit. Responses from eligible “5+5” retirees will deter-
                   mine if AUSWR proceeds with any legal action. This is not a Class Action, you must
                   declare yourself as an individual plaintiff if you want to be considered in the lawsuit.
Page 6             Joe Nacchio complains to judge about his “suffering.”
Page 7-8           Message from Qwest: Pay special attention if you have any of your benefits deducted
                   from your banking accounts because there will be changes. Take careful note of the
                   benefits management changes starting in July because Qwest is changing the adminis-
                   trator of benefit plans to a new company, Hewitt.
Page 9-10          Letter from Qwest about the merger courtesy of Qwest H.R. Director Gerard Smith.
Page 11-13         We begin a series of health care articles authored by Barbara Wilcox of the AUSWR
                   Colorado/Wyoming team.
Page 14            Who pays your medical care when you have an accident seems to keep coming to us
                   as a question over and over. We try to put it to rest with this answer.
Page 15            Qwest Shareholders’ meeting in May this year heard from NWB Chair Mary Ann
                   Neuman on her proposal known as “Say on Pay” that appealed to the Qwest Board of
                   Directors to tie salaries and bonuses to performance. Here you can read what Mary Ann
                   told the Qwest Board of Directors and the Shareholders.

Retiree Guardian — 2010 Issue 2 June                  3              Colorado—Wyoming—New Mexico Edition
                                    CenturyLink CEO Glen Post
     Glen F. Post III, 57, was “born                                   purchase of Embarq Corporation
and bred in Arkansas” and now                                          from Sprint for $5.8 billion.
makes his base in Monroe, Louisi-                                         Some analysts say the Qwest deal
ana, the headquarters of Cen-                                          makes sense because it turns Qwest
turyLink, where he has served as                                       over to a scandal-free company with
CEO for the last 18 years. Post has                                    a good management team that has
been with the company for 34
                                                                       been successfully operating a rural
years during which he became an
                                                                       phone business. Forbes reports Post’s
industry leader in extending
                                                                       CEO total compensation is estimated
broadband networks into rural
areas.                                                                 for 2010 as $6.56 million and his last
     Under his leadership, Cen-                                        5-year total was $39.02 million. Of
                                              Glen Post III,
turyLink has expanded to 10 times     CEO and President of CenturyLink interest to shareholders and retirees
its original size through a series of                                  is his Forbes “performance for pay”
acquisitions. The largest—until the announced Qwest rating which ranks him #165 in pay and #189 in per-
merger—was November 2008 when he engineered the formance among its top 500 executives.

  To view the presentation on the Qwest-CenturyLink merger, go
      to Qwest website:

                                  Qwest Golden Parachutes
The Denver Post reported million-dollar payouts Qwest executives could claim if they leave the com-
pany within two years of a takeover, according to the most recent proxy. Qwest will update these
figures in the proxy that shareholders receive to vote on the merger. Given the appreciation in
Qwest’s stock price, actual payments should be higher than those listed.

      Executive                           Title                        Salary        Bonus *           stock             Total
Edward Mueller            Chairman, CEO                            $3,588,000      $7,176,000      $13,957,847      $24,721,847
Richard Baer              General Counsel                          $2,070,000       $3,105,00       $3,718,339       $8,893,339
Joseph Euteneuer          Chief Financial Officer                  $1,973,400      $2,960,100       $5,676,715      $10,610,215
Teresa Taylor **          Chief Operating Officer                  $1,980,000      $2,970,000       $6,634,493      $11,584,493
C. Daniel Yost            EVP of Mass Markets Group                $1,500,000      $1,500,000       $2,664,353       $5,664,353
Executives also receive $11,330 in COBRA health coverage for 18 months. 
*  Pro‐rated bonuses not included. 
** Taylor also entitled to up to $3.75 million to cover potential excise taxes. 
                                                                                   Source:  Qwest Communications International 
Retiree Guardian — 2010 Issue 2 June                               4                  Colorado—Wyoming—New Mexico Edition
                 Are You a “5+5” Retiree
                 With a Monthly Pension?
AUSWR Retirees Consider Action Against                             paid" depending upon the company's future wishes.
Qwest Over Pensioner Death Benefit Loss                            2. Reasonable and Detrimental Reliance. That he or she
by Kitty Kennedy,                                                  took the monthly annuity retirement choice for the “5+5”,
Retiree Guardian Regional Editor                                   instead of choosing to receive the lump sum option, and
                                                                   he or she planned on the full payment of the Pensioner
      Another earned benefit was eliminated by Qwest ef-           Death Benefit to his or her surviving spouse in his or her
fective March 1, 2010. Retirees with qualified beneficiaries       estate planning.
—usually a spouse or dependent child—who took the                  3. Extraordinary Circumstances. That he or she took the
pension annuity planned on the Sickness Death Benefit or           early retirement offer instead of continuing with his or her
"Pensioner Death Benefit" to support their survivors. In           long career with a U S WEST company, and he or she
general, it was equal to your last year’s salary. Now Qwest        made a decision not to buy other or additional life insur-
has eliminated the Pensioner Death Benefit for those who           ance due to the promised Pensioner Death Benefit.
retired before 2004. (Previously, Qwest eliminated the             4. There Were Ambiguous Plan Provisions. That the so-
benefit for all other retirees.) The Pensioner Death Benefit       called 'reservation of rights clause' (ROR) set forth in both
loss follows Qwest’s reduction of the Group Life Insurance         the SPD and the Master Plan documents for the pension
to $10,000. These earned benefit losses come to retirees at        plans (e.g., the ROR in existence between January 1, 1984
an age when purchasing replacement life insurance is too           and December 29, 1994) is worded in such a manner that
costly for most.                                                   reasonable persons differ as to its meaning, and the court
                 Retirees Seek Legal Advice                        must view the language from the point of view of a rea-
      Retirees turned to Curtis Kennedy, AUSWR Litiga-             sonable long term U S WEST worker contemplating retire-
tion Attorney, for advice on legal action to recover the           ment.
Pensioner Death Benefit loss. Curtis is a leading national         5. Oral Representations Were Made That Served to Inter-
expert on ERISA law —the federal law which governs                 pret the Ambiguous Plan Provision. That before deciding
pensions. After review of recent court rulings, Curtis pro-        to accept the “5+5” early retirement offer, he or she viewed
vides the following advice to all who have lost the Pen-           the video tape presentation (which video was widely dis-
sioner Death Benefit. First, the planned case might not            tributed throughout every U S WEST work place) in which
ever become a class action lawsuit which means each eli-           U S WEST H.R. Executive Director Charlie Kamen ex-
gible plaintiff must be prepared to be individually                plained the ROR and gave a rather harmless and incom-
named in the case. Next, Curtis advises that the most              plete explanation about it. [Please review the excerpt of
qualified retirees to be named as plaintiffs are those per-        the video which is posted at AUSWR's website: http://
sons who took the 1989-1990 early retirement offer known 
as the “5+5” and opted to receive the monthly annuity.             20Video.mpg.]
Finally, Curtis advises that each plaintiff must be able to             Therefore, any person who thinks he or she is suitable
allege and prove in a Complaint to be filed in a federal           to be a plaintiff in a planned lawsuit against Qwest and
court the following five factors:                                  wants to challenge the elimination of the Pensioner Death
1. Material Misrepresentation. That the pension plan               Benefit must be able to sign a sworn affidavit that sets
Summary Plan Description (SPD) that U S WEST issued to             forth the above listed factors with respect to his or her de-
active employees (e.g., July 1989 edition) only represented        cision to accept the “5+5” early retirement offer.
that the pension plan could be terminated, and there was a         If you believe that you are suitable and willing to be a
material omission in the SPD since there was no disclosure         potential plaintiff in a case, you should email Curti-
that the Pension Death Benefit could be either reduced or and request Curtis send you the
eliminated from the plan absent a complete plan termina-           affidavit.
tion. The SPD misrepresented that the Pensioner Death                   If you need help or have questions, please contact
Benefit "will be paid." It did not say the benefit "might be       your State Leader (see list at bottom of page 2).

Retiree Guardian — 2010 Issue 2 June                           5                  Colorado—Wyoming—New Mexico Edition
Sought End to Three-Week Prison Road Trip

              Joe Nacchio Claims “Suffering”
     Bloomberg News and the                                                  ever, he ended up making the trip
Associated Press reported in the                                             to Denver escorted by federal mar-
last days of May that former                                                 shals, and when he appeared in
Qwest CEO Joseph Nacchio                                                     court May 4, he told Federal Judge
traveled from a Pennsylvania                                                 Marcia Krieger that in addition to
prison in April to a Denver                                                  his complaints, any further trips to
court hearing May 4, 2010 seek-                                              Denver would force him to miss
ing a reduction in his six-year                                              visits from his family, including
sentence for insider trading—                                                his ill, 92-year-old mother, his ser-
and now he tells a Denver                                                    vices as a Catholic Eucharistic min-
judge that he is “suffering.”                                                ister in prison, and Sunday ser-
                                           Joe Nacchio appears in
     Nacchio, a 60-year-old fed-      Denver Federal Court May 4, 2010       vices teacher that don’t happen
eral prison inmate, claims he                            Denver Post drawing when he’s not there. [Note the fed-
endured eight days in solitary                                               eral judge did agree that future
confinement, a three-week road trip to prisons in the trips will be unnecessary].
Midwest and upstate New York and a visit to a de-                     EDITOR’S COMMENTARY
tention facility in Brooklyn where he’s been denied          Well, Joe, welcome to our retiree world where privi-
his medication, cannot receive visitors and hasn’t lege and special allowances were never granted under
been told when he’s leaving according to his law- your stay as chief executive officer following that merger of
yer’s filing.                                            Qwest. Shareholders went bust. Employees and retirees
     Nacchio tried to avoid leaving his minimum- lost jobs, careers, hundreds of thousands of dollars in 401
security prison camp in Minersville, Pennsylvania, in (k) plans—but most of all many retirees are now experi-
the first place. Then, when the judge said he had to encing destroyed years of planned retirement because they
be in court in person, Nacchio offered to arrange pri- counted on their earned benefits. Your “suffering” is an
vate transportation because a U.S. Marshals Service inconvenience—and does not equate to the losses truly
escort couldn’t be coordinated fast enough. How- suffered by employees and retirees.

                                 RETIREE GUARDIAN EDITORIAL STAFF
AUSWR and Arizona Editor, Kitty Kennedy                                        OR/WA Editor: Gary White
Phone: 520-883-8227      Mobile: 520-444-6617                                  Phone: 253-952-4612
Email:                                           Email:

CO/WY and NM Editor, Carol Wilson                                              IA/MN/NE/ND/SD Editor: Jerry Miller
Phone: 303-985-8279                                                            Phone: 763-424-3524
Email:                                                Email:

UT/ID/MT Editor, Susan Johnson                                                             or
Phone: 801-963-6220
                                                    Copyright – Fair Use - Fair Use Notice
The Retiree Guardian occasionally reprints copyrighted material, the use of which has not always been specifically authorized by the copyright owner. We
make such material available in our efforts to advance understanding of issues to our members. We believe this constitutes a 'fair use' of any such
copyrighted material as provided for in section 107 of the US Copyright Law. In accordance with Title 17 U.S.C. Section 107, the material on this site is
available without profit. For more information go to:

Retiree Guardian — 2010 Issue 2 June                                       6                    Colorado—Wyoming—New Mexico Edition
How to Prepare for Benefits Management Change Effective August 2

Qwest Changes Benefits’ Management
    Critical Announcement! Critical Announcement!
Starting August 2, Qwest will          be made from the designated             main the same at https://
transition to Hewitt Associ-           bank account on file. (However,
ates, LLC (Hewitt) for health          the timing of those deductions will
and life benefits administra-          change. See the “What’s Chang-          What’s changing:
                                       ing” section for details.) If the Re-        Starting August 2, all health
                                       tiree wishes to stop EFT, ING or        and life insurance information will
                                       CONEXIS must be contacted prior         be found at www.qwesthealth
For Qwest Retirees including           to July 1, 2010. If EFT is stopped
retirees on COBRA and sur-                                           
                                       prior to July 1, 2010, the August
viving spouses (“Retiree”), it                                                      This new, improved Web site
                                       premium will not be deducted via
is important to understand                                                     will be the resource for designat-
                                       EFT. Instead, a paper bill will be
what is and is not changing                                                    ing beneficiaries, reviewing cover-
                                       sent to the Retiree in mid-August
                                                                               age and getting the latest news
with the transition, and what          for August and September premi-
                                                                               about Qwest health and life bene-
Retirees need to do to pre-            ums. Retirees can restart EFT de-
pare.                                  ductions with Hewitt at anytime
                                       after August 2, 2010 by changing
                                       the payment method at the new             For Retirees Using EFT
What’s not changing:                   web site.                               (Electronic Funds Transfer)
     2010 health care benefits cov-                                                 As a result of the transition,
                                            Beneficiary(ies) designations
erage will remain the same. Cov-                                               the EFT will not be applied in Au-
                                       for life insurance benefits will not
erage will not change due to the                                               gust for August health and life
                                       change. However while previously
transition.                                                                    benefits. Instead, the retiree’s
                                       designated beneficiaries will still
     The amount paid for coverage                                              bank account will be debited on
                                       apply, prior beneficiary data may
and how it is paid will remain the                                             September 1 for August and Sep-
                                       not be viewable on the new Web
same unless a change is made by                                                tember benefits. This will not re-
                                       site. It is advised that retirees re-
the Retiree prior to transition.                                               sult in a disruption of benefits.
                                       view and update beneficiary infor-
     For Retirees making payment                                               Starting in October, the deductions
                                       mation, if necessary, after August
through pension paycheck deduc-                                                will occur on a monthly basis as
                                       2. Note that beneficiaries can be
tions, the same amount will be de-                                             they do now. Benefit coverage and
                                       added or changed at anytime on
ducted.                                                                        the amount paid for it will not
                                       the new site.
     For payment by electronic                                                 change.
                                            Retirees will still be able to
funds transfer (EFT), no action is                                                  The timing of when EFT de-
                                       call the Qwest Service Center at
required. However, a Retiree who                                               ductions occur will change as a
                                       1 800-729-7526 to get questions
pays for benefits through EFT                                                  result of the transition. Currently,
                                       about health and life benefits an-
needs to understand the following:                                             EFT deductions occur between
                                       swered and to make benefit-
     Banking information will be                                               the 1st and the 5th day of each
                                       related transactions. Hewitt Asso-
transferred from either ING or                                                 month for the current month’s cov-
                                       ciates will be answering calls be-
CONEXIS (the current administra-                                               erage. In the future, deductions
                                       ginning August 2, 2010.
tors) to Hewitt Associates, LLC                                                will occur on the 1st business day
                                            The Qwest Benefits Web site,
(Qwest’s new administrator). If no                                             of each month.
                                       where QSIP 401(k) investments (if
action is taken prior to July 1,
                                       applicable) are managed, will re-
2010, deductions will continue to                                                              (Continued on page 8)

Retiree Guardian — 2010 Issue 2 June                    7               Colorado—Wyoming—New Mexico Edition
(Continued from page 7)                  their final payment to ING and dis-
For Retirees Who Are Direct              card all ING coupons dated after         including changes to beneficiary
Billed                                   July 31. Retirees should not make        information. For Retirees at CON-
     Retirees who use coupons for        a coupon payment after July 2010.        EXIS making changes prior to July
payment with ING, or receive             Any amounts that have been pre-          27, the Retiree should contact
monthly billing from Conexis, and        paid to ING or CONEXIS will ap-          CONEXIS by calling 1 877-521-
make payments by check or money          pear as a credit in the August and       8155. They can also visit the CON-
order should receive a paper bill for    September billing.                       EXIS Web site at https://
both August and September premi-                                        
ums with payment due on Septem-          What Retirees will need to do                 Changes to beneficiary infor-
ber 1 for both months. This will         In preparation for the transition to     mation prior to July 27 should be
not result in a disruption to            the new site, the current ING site       made through Prudential at https://
benefits.                                will be unavailable for transac- If
     Starting in September, the Re-      tions between July 28 and Au-            you have questions, call Prudential
tiree will be billed on a monthly ba-    gust 1. However, the Qwest Ser-          at 1 800-778-3827.
sis, receiving a new bill each           vice Center will still be available to        This fall, information will be
month. Payments will continue to         answer questions during this time        sent to Retirees regarding Annual
be due on the first of the month.        and perform emergency coverage           Enrollment for 2011 benefits. Retir-
Where the Retiree sends the pay-         updates. Before July 27, changes         ees should make sure their ad-
ment will change. The new address        should be made at the Qwest              dress is current by either
information will be on the bill re-      Benefits Web site-https://               updating their address on
ceived in August.                   or
     Retirees who have received          Beginning August 2, changes will         by calling the Qwest Service
coupons for payment from ING             be made at the new Qwest                 Center at 1 800-729-7526 on or
should use the July coupon for           Health and Life Web site -               after Aug. 2, 2010.

       Retiree Advocates Here To Help YOU!
     If you have questions about your benefits, contact the Qwest    Service Center….1-800-729-7526
Select Option 2 for retirees, then select the appropriate options on the menu. If you put your question or claim in
writing, send to the: Qwest Service Center, 950—17th St., Box 46, Denver, CO 80202
     The address for the Qwest Benefit Office is: Qwest Benefits, 1801 California St. 45th floor, Denver, CO 80202

                                       State             Name                 Phone                   Email 
                                AZ, CO, NE, WY  Jim Heinze                303‐442‐1831 
                                       ID, MT      Shirley Moss           208‐342‐3449 
If you are unable to                   IA, SD      Vikki Farrand          605‐332‐3670 
 resolve your ques-                     MN         Barb Hermanson         763‐757‐4985  

  tion after contact                    NM         Cassie Kelley          505‐298‐8666 
                                        ND         Arnie Pauls            701‐451‐0771 
   with the Qwest                       OR         Jim Heynes             503‐628‐0555 
  Service Center,                                  Dick Johnson and       801‐963‐6220 
 contact your state                                Byron Lemmon           801‐295‐4653 
                                        WA         Shirley Jones          206‐368‐8686 
  Retiree Advocate
                               State Codes: Arizona=AZ, Colorado=CO, Idaho=ID, Iowa=IA,
                               Minnesota=MN, Montana=MT, Nebraska=NE, North Dakota=ND, Oregon=OR,
                               South Dakota=SD, Utah=UT, Washington=WA, Wyoming=WY
Retiree Guardian — 2010 Issue 2 June                       8               Colorado—Wyoming—New Mexico Edition
        Qwest Provides Answers on Merger
   Qwest Communications July 2010 – Retiree Payment Insert
Letter from QWEST: The information in this letter is to update you on the pending
merger between Qwest and CenturyLink and to provide general benefit information.
This information may not apply to you depending on your status as a service pension
eligible retiree, a deferred vested pension recipient, a surviving annuitant, or other
beneficiary. No Action is Required!
[Ed. Note: We express our appreciation for the following letter provided courtesy of Gerard Smith,
Qwest Human Resources Director, in advance of sending it to all retirees during July].

       Qwest and                       transaction is compelling for our     and significant free cash flow gen-
                                       shareholders, who will receive a      eration will support its ability to
   CenturyLink Merger                  premium for their shares (based       take advantage of opportunities
Qwest and CenturyLink an-              on the closing price on the day       that may arise, while continuing to
nounced intentions to merge to         before the announcement), an          invest the business, reduce debt
create a dynamic new national          increase of approximately 50 per-     over time and return substantial
communications company offering        cent in the annual dividend, and      capital to shareholders.
a compelling choice for consumer,      the opportunity to participate in
                                                                             The deal is expected to close in
government, business and whole-        the upside potential of the new
                                                                             the first half of 2011.
sale customers nationwide.             company through their ownership
                                       of CenturyLink stock.                 Pension Plan: Neither Qwest
Qwest’s agreement to merge with                                              nor CenturyLink can modify the
CenturyLink recognizes that the        Employee Impact: Because
                                                                             Pension Plan to reduce or elimi-
combined company will become           the combination of CenturyLink
                                                                             nate any pension benefits that
an even stronger competitor as a       and Qwest will make us stronger
                                                                             have already been earned.
national player with substantially     financially and competitively, the
increased scale and scope.             resulting company will create op-     Retirees who are currently receiv-
                                       portunities for employees of both     ing a monthly annuity will continue
Customer Benefit: The new              companies.                            to receive that amount for their
company will have the national         The transaction is expected to        lifetime.
breadth and local depth to provide     generate synergies, including re-
a compelling array of broadband        duction of corporate overhead,        Some retirees elected an annuity
products and services, including       elimination of duplicate functions    to continue for their spouses after
high-speed Internet, video enter-      and other operational efficiencies,   the retirees’ death. The merger
tainment, data hosting and man-        but the combination also creates      will not affect that. Surviving
aged services, as well as fiber-to-    new opportunities for employees.      spouses will receive the amount
the-cell tower connectivity and        CenturyLink is interested in the      under the terms of the retiree’s
other high-bandwidth services.         experience, talent and exceptional    election for the spouse’s lifetime.
                                       service that Qwest employees          The Pension Plan has its own assets
Business Benefit: Qwest’s in-
                                       bring to the table.                   held in a trust and separate from any
dustry-leading national fiber-optic
network and data centers com-                                                corporate assets. In the event the
                                       Strengthen      the   Business:
bined with CenturyLink’s national                                            Plan’s assets are no longer sufficient
                                       The new company will have a
core network will continue to de-                                            to pay for pension benefits, Qwest or
                                       more diverse mix of offerings and
liver strategic and customized so-                                           its successor would have a legal obli-
                                       will be able to effectively reach
lutions to business, government                                              gation to contribute to the Pension
                                       more customers with more solu-
and wholesale customers.                                                     Plan trust.
                                       tions. We believe the combined
                                                                                             (Continued on page 10)
                                       company’s sound capital structure
Shareholder        Return: This
Retiree Guardian — 2010 Issue 2 June                   9               Colorado—Wyoming—New Mexico Edition
(Continued from page 9)                tion later this year about online         80202, Attention: Shareowner Rela-
Certain pension benefits are in-       access to your pension payment            tions or by calling 1-800-567-7296,
sured by a federal government          information and the ability to:           or from CenturyLink, upon written
agency called the Pension Benefit      ♦ Change or update your ad-               request to CenturyLink, 100 Century-
Guaranty Corporation (PBGC). If           dress                                  Tel Drive, Monroe, Louisiana, 71203,
a company is unable to provide                                                   Attention: Corporate Secretary.
required funding for its pension       ♦ Change    your withholding for
                                          State and Federal taxes                Qwest, CenturyLink and certain of
plan, and can prove that either in                                               their respective directors and execu-
court or to the PBGC, the agency       ♦ Change    your financial institu-       tive officers may be deemed to be
takes over the plan. As trustee, it      tion or banking information             participants in the solicitation of
pays plan benefits, up to the legal    ♦ View payment details                    proxies from stockholders in connec-
limits, using plan assets and                                                    tion with the proposed transaction
PBGC guarantee funds. The              This new service provides faster          under the rules of the SEC. Informa-
PBGC pays pension benefits up          updates to your information and           tion about the directors and executive
to certain maximum limits. The         results in cost savings to the Plan.      officers of Qwest may be found in its
maximum guaranteed benefit is                                                    2009 Annual Report on Form 10−K
                                       Hopefully the information above
$4,500 per month, or $54,000 per                                                 filed with the SEC on February 16,
                                       addresses concerns and ques-
year, payable in the form of a sin-                                              2010, and in its definitive proxy
                                       tions you have had. If you have
gle life annuity, for a 65 year old                                              statement relating to its 2010 Annual
                                       other questions, please contact
person in a plan that terminates in                                              Meeting of Stockholders filed with
                                       the Qwest Service Center at 1-
2010. The maximum benefit may                                                    the SEC on March 17, 2010. Informa-
be reduced for an individual who                                                 tion about the directors and executive
is younger than age 65 or in-                                                    officers of CenturyLink may be
creased for an individual who is       Important Information for Inves-
                                       tors and Stockholders                     found in its 2009 Annual Report on
over age 65. The maximum bene-                                                   Form 10−K filed with the SEC on
fit will also be reduced when a        In connection with the proposed
                                       transaction, CenturyLink,  Inc.           March 1, 2010, and definitive proxy
benefit is provided to a survivor of                                             statement relating to its 2010 Annual
a plan participant.                    (“CenturyLink”) will file with the
                                       SEC a registration statement on Form      Meeting of Shareholders filed with
Health     care: The impact of         S-4 that will include a joint proxy       the SEC on April 7, 2010. These
Health Care Reform on retiree          statement of CenturyLink and Qwest        documents can be obtained free of
benefits is still being assessed.      Communications International Inc.         charge from the sources indicated
                                       (“Qwest”) that also constitute a pro-     above.
Retiree health care is guaranteed
                                       spectus of CenturyLink, and will be       Additional information regarding the
for pre-1991 retirees and retirees
                                       sent to the stockholders of Qwest.        interests of these participants will
who accepted the 1992 Enhanced
                                       Investors and security holders are        also be included in the joint proxy
Retirement Offer. Nothing about
                                       urged to read the joint proxy state-      statement/prospectus regarding the
our agreement with CenturyLink
                                       ment/prospectus and any other rele-       proposed transaction when it be-
changes that. Of course, health
                                       vant documents filed with the SEC         comes available.
care benefits for post-1990 retir-
                                       when they become available, because
ees could change in the future for                                               This communication does not consti-
                                       they will contain important informa-
a variety of reasons including as a                                              tute an offer to sell or the solicitation
                                       tion about Qwest, CenturyLink and
result of Health Care Reform.                                                    of an offer to sell or the solicitation of
                                       the proposed transaction. The joint
Telephone        concession:     At    proxy statement/prospectus and other      an offer to buy any securities, nor
present, no changes to the retiree     documents relating to the proposed        will there be any sale of securities in
tel ephone c onc essi on are           transaction (when they are available)     any jurisdiction in which such offer,
planned. The Company is mindful        can be obtained free of charge from       solicitation or sale would be unlawful
of its commitment to certain out-      the SEC’s website at         prior to registration or qualification
of-region retirees to provide reim-                                              under the securities laws of any such
bursement for IntraLata and Inter-     These documents (when they are            jurisdiction. No offer of securities
Lata long distance.                    available) can also be obtained free of   will be made except by means of a
                                       charge from Qwest upon written re-        prospectus meeting the requirements
We will update you on any              quest to Qwest Communications In-         of Section 10 of the Securities Act of
changes that may affect your           ternational Inc., 1801 California         1933, as amended. 
benefits. You will receive informa-    Street, 51st floor, Denver, Colorado
Retiree Guardian — 2010 Issue 2 June                    10                 Colorado—Wyoming—New Mexico Edition
                                       Health Care &
                                       Qwest Retirees
     With this edition of the Retiree Guardian, we begin a series of articles about health care and
Qwest retirees. Often our members direct their questions to our Retiree Advocates or state organiza-
tion leaders. Now we plan to share many of those questions and answers with you. On the follow-
ing pages, we start our series.
     We begin with the following articles which explain many of the changes in the federal legisla-
tion, The Patient Protection and Affordable Health Care Act of 2010, known to most of us as health care
reform. These and future changes will affect all seniors including those already retired.
     Barbara Wilcox with the AUSWR Colorado/Wyoming organization is our “reporter” who will
lead this series of articles. If you have questions you would like to see answered in the Retiree Guard-
ian, please direct them to Barbara at her email: Or contact your state editor from
the list found on page 6.

Retiree Guardian — 2010 Issue 2 June              11             Colorado—Wyoming—New Mexico Edition
            Medicare or Not, Health Care Changes
By Barbara Wilcox, AUSWR CO/WY                                          Q. How do I know which kind of Medicare I’m on?
                                                                        I just chose from the options Qwest gave me at open
In this space, I will try to address some of the questions I’ve
been hearing about health care reform. Rather than trying to
                                                                        A. If you were with an HMO (Health Maintenance Or-
give a complete picture of The Patient Protection and Affordable
                                                                        ganization), you most likely enrolled in that HMO’s Medi-
Health Care Act of 2010, my intent here is to describe probable
                                                                        care Advantage plan when you became eligible for Medi-
impacts to us Qwest retirees. Email your questions for future
                                                                        care. Qwest offers different HMOs in different geographi-
articles to me at:
                                                                        cal locations. They include Group Health Options, Love-
Q. What changes might the new law make in the                           lace Health Plan, HealthNet of Arizona, and the Kaiser
health care benefits Qwest provides to retirees?                        Permanente plans. If you are not in one of these HMOs,
A. The new law makes no changes in what Qwest is re-                    you have traditional Medicare.
quired to provide to retirees. Pre-1991 retirees are still
                                                                                  Traditional Medicare Changes
protected from changes in their health care benefits by the
                                                                        Q. I’m on traditional Medicare. Will I have changes?
settlement of the Phelps lawsuit. Qwest is still at liberty to
                                                                        A. YES. There are several enhancements being made to
make any changes it wants to the health care benefits it
                                                                        traditional Medicare. A number of preventive services,
provides to post-1990 retirees.
                                                                        such as annual physicals, mammograms, colonoscopies,
Q. But, I thought the new law required large em-                        will be covered free of charge, beginning 1/1/2011. There
ployers to either cover the people who work for them                    will be new programs to provide coordination of care if
or pay a penalty.                                                       you are hospitalized or have a chronic condition. Reim-
A. YES, that’s true for employees. But, the new law                     bursements to primary care doctors and general surgeons
makes NO requirement that employers cover retirees.                     will be increased by 10% for five years, so there should be
                                                                        more of these doctors for you to choose from.
           You Are Not on Medicare Yet?
Q. I’m a retiree, but I’m not yet 65, so I’m not eligi-                        Medicare Advantage Plan Changes
ble for Medicare. Qwest is providing my health care.                    Q. I’ve heard that Medicare Advantage plans will go
Is there anything in the new law that benefits me?                      away, or will get more expensive. Is this true?
A. YES. There is a temporary reinsurance program for                    A. NO & MAYBE...The Medicare Advantage program is
retirees age 55-64. The Federal Government will begin                   not going away. Up until now, these plans have enjoyed a
subsidizing the costs of the health care claims filed under             larger subsidy from the Federal government than tradi-
your Qwest-provided health insurance by paying 80% of                   tional Medicare, and that will be phased down to equal
costs between $15,000 and $90,000. This subsidy is sup-                 the subsidy to traditional Medicare. The private compa-
posed to reduce your costs, and it will also reduce                     nies that offer Medicare Advantage may make changes as
Qwest’s costs. Because of the cost reduction, this is a sig-            a result. For example, they may take away some of the
nificant incentive for Qwest to continue to provide your                perks they’ve offered in the past, such as health club
health insurance. Once the new Health Insurance Ex-                     memberships. They may also charge higher premiums or
changes are operating, in 2014, this subsidy ends, and re-              co-pays, but that is nothing new. These plans are required
tirees in your situation will be able to purchase insurance             to offer benefits at least as good as traditional Medicare.
on the Exchange if they choose to do so.
                                                                                         Tricare for Veterans
                You Are On Medicare?                                    Q. I am a veteran and am on Tricare. Will there be
Q. I’m on Medicare. Will the new law make changes                       any changes for me?
for me?                                                                 A. NO. Defense Secretary Gates has issued a statement
A YES. It depends on whether you are on traditional                     saying that Tricare meets all of the requirements of the
Medicare or a Medicare Advantage plan exactly what                      new health care law.
changes you may experience.

Retiree Guardian — 2010 Issue 2 June                               12                 Colorado—Wyoming—New Mexico Edition
          Follow the Money in Health Care Changes
by Barbara Wilcox, AUSWR CO/WY                                loss of the tax benefit on the subsidy in its first quar-
                                                              ter financial results which indicates that they will
The financing of the Patient Protection and Afford-           continue to provide the Medicare prescription drug
able Health Care Act of 2010 is complex. I will try to        coverage. Qwest and other employers will still get
cover things that may impact us Qwest retirees.               the 28% subsidy, but it will no longer be tax-free.
Email your questions for future articles to me at :           Still the subsidy is a good incentive for Qwest to
                                                              keep the prescription drug coverage. None of us can
                                                              predict what Qwest will do. But, it seems unlikely
Q. Is it true that money is being taken from                  that this tax change would cause Qwest to drop our
Medicare to pay for covering the uninsured?                   prescription drug coverage
A. The new law contains a provision requiring                 Q. I’ve heard that “Cadillac” health plans are
that any savings in Medicare go to reduce patient             going to be taxed. Will that apply to the health
costs, improve Medicare benefits, protect patients’           insurance we retirees get from Qwest?
access to providers (doctors) and extend solvency of          A. It will not apply to those of us who are on Medi-
the Medicare Trust Fund. In 2011-2013, money is be-           care, because Qwest only supplements our Medicare
ing taken from the Medicare Advantage programs                coverage. For those not yet on Medicare in 2018,
until the Federal subsidies of that program are               when the tax on high value plans begins, it will de-
matched to subsidies of traditional Medicare. This            pend on what the Qwest insurance premium level is
money, along with other Medicare savings, will be             (retiree plus Qwest cost, not including dental insur-
used to enhance basic Medicare benefits and extend            ance). The threshold for persons over 55 will be
the life of Medicare.                                         $11,850 annually for single coverage and $30,950 for
     Overall, the solvency of the Medicare Trust              a family. At this time, it does not look like the insur-
Fund will be extended by nearly a decade, according           ance Qwest provides retirees will be expensive
to the Congressional Budget Office. But, since some           enough to be taxed.
of the money won’t be needed until later years, it
                                                              Q. Are there any other new taxes that are
will be “loaned” via special Treasury bills to pay for
                                                              likely to hit retirees?
non-Medicare expenses, such as coverage for the un-
                                                              A. That depends on your individual circumstances
                                                              and income levels. For individuals with adjusted
Q. Large companies, such as AT&T, Deere &                     gross income over $200,000 or $250,000 for couples, a
Co., and Verizon, announced in March that                     3.8% Medicare tax will be assessed on investment
they may cut prescription drug coverage for                   income. For those at this income level who are still
Medicare-eligible retirees because their federal              working, there also will be an additional 0.9% pay-
subsidy from the Medicare Part D program                      roll tax. These taxes begin in 2013.
will no longer be tax-free. Will this tax change              Q. What are the changes in the way deduc-
affect the prescription drug benefits of Qwest                tions can be taken for health care expenses?
retirees?                                                     A. In 2013, the threshold for itemized deductions of
A. Since the Medicare D prescription drug program             out-of-pocket medical expenses will increase from
was started in 2006, employers have been given a              7.5% of adjusted gross income to 10%. For those 65
28% tax-free subsidy to encourage them to provide             and older, this increase is postponed until 2017.
prescription drug coverage to their Medicare-eligible
                                                              You can email your health care questions to
employees and retirees. Qwest reported the future
                                                              Barbara at:
Retiree Guardian — 2010 Issue 2 June                     13                Colorado—Wyoming—New Mexico Edition
                 “Does Healthcare or Medicare
                Pay For Injuries in An Accident?”
                                                 medical insurance or Medicare. Then reimburse-
For questions on this article, contact Kitty Kennedy,
Retiree Guardian regional editor. (see page 6).  ment is expected from your auto insurance or
                                                 directly from the person who caused the acci-
    The quick answer is, “Yes,” --however,
                                                 dent. However, if you file a personal injury case
many accidents involve personal injuries, and so
                                                 and receive a monetary settlement, any settle-
this quick answer must be followed with a
                                                 ment that you recover may be subject to a lien
broader explanation. Your medical insurance,
                                                                  by your medical insurance
including United Healthcare
and Medicare, generally pays “Federal law governs
                                                                  company or Medicare.

for medical care resulting from Medicare. When you as               Federal law governs
an accident that causes you in-                                   Medicare. When you as a
jury.                             a plaintiff receive a per- plaintiff receive a personal
    What you also should                                          injury settlement, you must
                                  sonal injury settlement, use a part of that settlement
know is that private insurers
and state and federal govern- you must use a part of to pay back medical ex-
ments including the admini-                                       penses paid by Medicare.
stration of Medicare contain that settlement to pay Many plaintiffs are not
“subrogation rights.” This
                                  back medical expenses aware of their obligations
means that your medical insur-
                                                                  under Medicare. Usually
ance company including Medi- paid by Medicare.”
                                                                  the burden is taken on by
care has the right to recover ac-
                                                                  the claimant’s attorney to
cident-related expenses paid
for your medical care from any legal settlement verify whether or not Medicare has placed a
that you might obtain resulting from the acci- lien. Personal injury attorneys spend con-
dent.                                            siderable time resolving these liens, so that
    For example, in the case of an auto accident they can avoid personal liability on the part
your medical care is generally paid for by your of themselves and their clients.

For more information about the new health reform law, the following sources are
•   Kaiser Family Foundation:
•   AARP:
•   Alliance for Retired Americans:
•   National Committee to Preserve Social Security and Medicare:
•   U.S. Department of Health and Human Services:
•   Speaker of the House:
•   The White House:

Retiree Guardian — 2010 Issue 2 June                    14    Colorado—Wyoming—New Mexico Edition
   Qwest Shareholders Hear “Say on Pay”
                                                              ary plus target bonus despite the fact that the sharehold-
  Statement of Mary Ann Neuman: 2010 Qwest Annual             ers last year supposedly adopted an executive sever-
                Meeting-May 12, 2010
                                                              ance policy that claimed to limit Golden Parachutes to 3
     Members of the Board, Senior Management and              times base salary + bonus. But like so many of our Com-
fellow shareholders my name is Mary Ann Neuman. I             pany’s executive compensation policies, Qwest’s
am a retiree of Qwest, a member of the Association of         Golden Parachute policy has a huge loophole: It doesn’t
U S WEST Retirees and the proponent of Proposal #5,           count the immediate vesting and payout of unearned
which asks the Board to give the owners of our Com-           stock options, restricted stock and so-called Perform-
pany a “Say on Pay” for senior executives.                    ance Shares. For Mueller alone, this unearned gift is
                                                              worth $14 million.
     The proposal states -- RESOLVED: The sharehold-
ers request an opportunity, at each annual                         “Even on smaller items, the Board’s rubber stamp
meeting, to cast a Shareholder Advisory                                on executive excess is evident in the fine print
Vote on whether or not to ratify the com-                              of the proxy. For example, after less than three
pensation package for the CEO and other                                years at Qwest, Mueller had already accumu-
senior executive officers as disclosed in the                          lated $243,000 in defined pension benefits. But
Proxy Statement.                                                       hold on, we can’t expect our senior executives
                                                                       to be satisfied with a pension based on the
      I believe Proposal #5 should be
                                                                       same formula given to rank-and-file employ-
adopted because the owners of the com-
                                                                       ees. Instead, when he terminates after the
pany should be able to express their ap-
                                                   Mary Ann Neuman,    merger, his lump sum pension payout will be
proval or disapproval of the compensation          AUSWR NWB Chair     bumped up by another 35%. Indeed The Board
package for top executives, just as share-
                                                                       is such a door mat to senior executives that no
holders do at more than 15 major American corpora-
                                                              explanation is even offered for this arbitrary “pension
tions. One of the companies Qwest uses as a peer com-
pany for Executive Compensation is Verizon. Verizon
has adopted “Say on Pay” – so I again suggest that just            At the same time the Board is giving the CEO an
as Qwest aspires to Verizon’s compensation levels, it almost $25 million Platinum Parachute and a 35% Pen-
should also adopt its better governance practices as sion Bonus who’s been around for 3 years you might
                                                              ask what Qwest is giving the retired men and women
                                                              who spent decades – not just 3 years - loyally building
      Of course, the sad reality is that it’s probably now
                                                              this company. This is what they got. Effective March 1,
too late for shareholders to exert any meaningful disci- the Board gave 27,000 Company retirees the shaft.
pline on Qwest’s runaway pay – for the simple reason Qwest announced the cancellation of the Pensioner
that our top executives are literally about to take the Death Benefit, which has been an earned and promised
money and run. When CEO Ed Mueller joined Qwest retirement benefit for decades. Although It pulls the rug
less than 3 years ago, the stock price was $9 per share – out from under surviving spouses and other depend-
today it is about $ 5.16 per share. Qwest is so beaten ents, it saves the Company $220 million – almost
down that to survive it’s being sold off to CenturyLink enough to pay for all the Golden Goodbye Gifts for the
– and for very little if any premium. How will our top entire posse of Senior Executives who have collectively
management be held accountable for this mediocrity?           run this Company virtually into the ground. We can
      Well, for starters, Ed Mueller will receive a $24.7 only hope that the new Board at CenturyLink will care
million severance package, His severance package plus a bit more about nurturing and rewarding employee
the packages of Rich Baer, Teresa Taylor, Joseph Eu- morale and loyalty.
teneur and Dan Yost totals over $60 million. For each                                            (Continued on page 16)
officer, this amounts to more than 6 times his base sal-

Retiree Guardian — 2010 Issue 2 June                     15                 Colorado—Wyoming—New Mexico Edition
(Continued from page 15)                                         for remaining employed here – and even that tenure
     However tragic Qwest’s history of abusive pay               requirement is waived after a change in control.
practices – from Trujillo’s $200 million Parachute, to           Although it’s positive that the percentage of Per-
Nacchio’s felonies, to Notebaert’s phantom pension –             formance Shares increased this year from 25% to
this “Say on Pay” issue is larger than just one crumbling        55%, that 55% is just a smoke and mirrors trick since
old RBOC. Pending Federal legislation to require com-            Qwest’s so-called “Performance Shares” are cleverly
panies to give all US share owners a “Say on Pay” is not         designed to pay out up to 100% of target – millions
just a phenomena of the current economic crisis and the          and millions of dollars of our money – even when
ruinous risk-taking and self-dealing on Wall Street; it is       Qwest’s Total Shareholder Return is negative!
a reaction to executive pay that has climbed to more
                                                           3. Qwest senior executives receive far more generous
than 350 times the average worker’s salary. As a Sena-
                                                              pension benefits than rank-and-file managers and
tor, President Obama sponsored legislation to require
                                                              employees. Not only do they receive a 3% company
public companies like Qwest to give their owners a “Say
                                                              match on as much as 85% of both salary and bonus
on Pay” – legislation that passed the U.S. House in 2007
                                                              paid into their Executive Deferred Savings Plan –
and which President Obama would surely sign today.
                                                              but when they leave, their pension plan balance is
      Greater scrutiny and accountability are particularly    automatically increased by 35%. The good news is
needed at Qwest, since I believe our Company’s history        that this is actually a little less abusive than the 30
of low bar for performance-based pay, its golden para-        years of extra pension service credits – worth $11
chutes, lavish executive pensions, and tax-free perks all                     million – that the Board gave to for-
stand out as unjustifiably costly.                                            mer CEO Dick Notebaert. As Dick
      A study by the highly-                                                  walked out the door with his pockets
respected Corporate Library, a       The shareholders request an op- stuffed with millions, retirees remem-
governance research firm, se-        portunity, at each annual meet- bered vividly his statement that rank
lected Qwest as one of 12 “Pay       ing, to cast a Shareholder Advi- and file retirees would NEVER see a
for Failure” companies with the       sory Vote on whether or not to          pension increase.
very worst combination of high ratify the compensation package                  Shareholders should know that this
pay and poor performance
                                     for the CEO and other senior ex- is the third and – if the merger goes
among large U.S. public compa-                                                through – the final time that the “Say
                                               ecutive officers.
                                                                              on Pay” proposal will be voted on
Some of Qwest’s “Pay for Fail-                                                  here at Qwest. Apple shareholders
ure” practices include:                                       approved “Say on Pay” last year, as did Verizon share-
1. Qwest’s senior executive compensation is bench-            holders the year before. It’s on the ballot at more than 50
   marked based on a small number of peer companies           major companies and gaining momentum and approval
   (only 9) that are either far larger, more complex and      as more and more investors view it as good corporate
   more profitable – such as Verizon and AT&T – or            governance.
   which are not peer companies at all, but are widely             Let’s finally vote this year to implement a nonbind-
   known for over-paying top executives – such as Mo-         ing “Say on Pay” proposal at Qwest, stop the spiraling
   torola. Last year Proxy Governance Inc., a leading         compensation awards, limit the perks and recognize as
   governance consultant to institutional investors,          many in our nation do, that this has got to stop. Obvi-
   cited that “the average three-year compensation            ously with all the corporate excesses and greed splashed
   paid to Qwest’s CEO is 80% above the median paid           across the evening news night after night, it’s not a good
   to CEOs at peer companies.”                                PR move to continue to road block accountability efforts
2. Defying marketplace trends, the so-called Perform-         like “Say on Pay”. While we are still Qwest, I would sin-
   ance Shares awarded to Senior Management condi-            cerely like to see the Company I worked for and retired
   tioned on above-average returns make up 55% of             from take the higher road and adopt a common-sense
   Qwest’s long-term equity compensation. The rest --         accountability measure like this that would make me
   45% -- is paid in Restricted Stock, which has no per-      proud again.
   formance requirement at all. It is simply a windfall          Thank you for your attention. Mary Ann Neuman

Retiree Guardian — 2010 Issue 2 June                     16                 Colorado—Wyoming—New Mexico Edition
                The Telecommunications' History Group, Inc.
                             and Museum
By Don Warsavage, AUSWR CO/WY                                     crank handles waiting for you to try them out. Two doves
                                                                  sit on a pair of copper wires connecting the phones and
     Do you remember your Grandma’s telephone num-                you recall the phrase, “hello central?” You begin to feel a
ber back in the 1930’s? The folks down at the Telecommu-          sense of pride, that we, and those who went before us,
nications History Group can find it for you. They’ll get her      built and serviced the best telephone system in the world.
old phone number and throw in the address too. They                  Jody Georgeson, Executive Director of The Telecom-
have the phone directories from the cities and towns we           munications History Group, said, “It was an era as much
served through the years. They’re in the                                       responsible for the expansion and success
archives.                                                                      of this country as the railroads. And the
      So, what else is in the archives?                                        equipment built was virtually indestructi-
Everything—well almost everything.                                             ble.”
There are legal documents, historical                                               Jody has 15 dedicated volunteers in Den-
documents, newspaper articles, records                                            ver and 20 more in Seattle. They’ve pre-
of subsidiary companies, all the Bell                                             served our legacy well.
System Practices and that’s just scratch-                                           Remember the Norman Rockwell paint-
ing the surface. Remember the old com-                                            ing of, The Lineman? You can get your very
pany magazine? The MST&T Monitor?
                                                    Jody Georgeson,               own 17” x 22” poster of that painting from
They’ve got them. In fact, for purposes            Executive Director             THG’s gift shop. There are many other ex-
of this article they dug out a Christmas,     next to a replica of Golden Boy cellent posters you will want to look at.
1939 issue. It’s the one in which the
                                                                                    The Gift Shop also includes unique re-
company announced plans for a perma-
                                                                   frigerator magnets of tiny magneto wall phones, THG
nent historical museum to be placed in the Denver head-
                                                                   shopping bags, and books about telecommunications.
quarters building at 931 14th Street.
                                                                   Among the book titles available are: The Deal of the Cen-
      That museum, the archives, as well as the museum in tury: the Breakup of the Bell System, and, From Muttering Ma-
Seattle are the responsibilities of the Telecommunications chines to Laser Beams, a book by Herb Hackenberg, Foun-
History Group, Inc.                                                der of The Telecommunications Group.
      The museum in Seattle called, The                                                    Jody started as a mail clerk at US
Museum of Communications, is proba-                                                      West, to pay the rent while she
bly the best communications museum in                                                    looked for a “real job.” But, fortu-
the country. You can use your computer                                                   nately for us, she stayed on and ad-
to take a virtual trip through the exhib-                                                vanced through the ranks, retiring
its. There, you will find the history of                                                 from the position as Strategic Plan-
The Bell System, all types of telephones,                                                ner for Business Research in 1999.
PBX’s, test boards, operator information                                                 Jody loves history and she always
desks, and phone booths all expertly                                                     dreamed of being a librarian, so, us-
displayed.                                                                               ing the education credits feature of
      Denver’s museum is on the 14th                                               her retirement package, she got her
floor. It is truly a jewel. It is not possible Telephone operator model in the mu- Library of Science Degree from the
to list all the excellent exhibits here. Suf-     seum at 931 14th Street, Denver  University of Denver. Herb Hacken-
fice it to say, that when you are there,                                           berg hired her as a part-time Secre-
you feel you should lower your voice in respect. You will tary and she returned to college to acquire an emphasis on
have stepped into a quiet, elegant display of our history as Archiving before taking the Executive Director position
“telephone people.” A model telephone operator sits at when Herb retired.
her switchboard ready to answer a light. Two working
magneto phones in their solid oak cases are on the wall;                                          (Continued on page 18)

Retiree Guardian — 2010 Issue 2 June                         17                 Colorado—Wyoming—New Mexico Edition
(Continued from page 17)                                      Or, as Jody says, “Come on down if you were a manager,
     Jody loves giving tours, “because that’s when the sto- an executive, or a “mail clerk.” You were part of a shining
ries come out. Everyone has a phone story. The telephone legacy and its all here.
was such a big part of all our lives.” Jody also reports that      Jody would welcome your interest in becoming a
in discussions with the Board                                                                member or a volunteer.
of Directors, the question is                                                                  Tours of the museum in
often asked, “how do we get                                                                  Denver are available by ap-
people interested in this?”                                                                  pointment. Come in a group
      Well if you are a retiree                                                                 or by yourself. Call 303-296-
the answer is “just take a                                                                      1221. The Museum of Com-
look.” This place is all about                                                                  munications (Seattle) hours
you and what you’ve accom-                                                                      are Tuesdays from 8:30 a.m.
plished. If, in your career,                                                                    to 2:00 p.m. and also by ap-
you were ever up on a pole in                                                                   pointment. Call 206-345-6305.
a winter storm break restor-                                                                    There is no charge, but dona-
                                                Volunteers L to R: Ken Pratt,                   tions are gratefully accepted.
ing service, and the climber
straps were cutting the circu-              Jody Georgeson, Executive Director,                    The archives are open for
lation in your feet, come on        Marty Donovan, Secretary, Renee Lang, Jerry Wild,           scholarly or personal re-
down to 931 14th Street. They             Ron Swanson, Jack Bol, Dale Norblom.                  search and THG folks are
                                                                                                available for educational
have your gaffs, your safety
                                                              programs and presentations.
belt, and your tools all in mint condition on display. If you
were an all night operator on the switchboard, you knew            The website is: or sim-
the emergency calls were going to come, (no such thing as     ply Google The Telecommunications History Group Inc.
                                                              There you’ll find out much more about their services as well
“911” back then) but you handled them. Come on down.
                                                              as virtual tours and links to other museums.
Your switchboard and operator’s chair are front and center.

                                Gone But Not Forgotten
COLORADO DEATHS                Hutcheson, Dorris               White, Harold V                 James, Buford M.
Bader, Anne                    Jackson, Betty Lou              Zarbock, Marv                   Johnson, Raymond
Bailey, Diana Lynn             Karr, Donald                    Zarlengo, Dorthy Ann            Mares, Maria Margie
Bailey, John                   Kattnig, Paul                                                   Massey, Charles Walter
Barry, Earl                    Kersey, Robert                  WYOMING DEATHS                  McBee, Orval
Bickel, George L.              Kinkel, James A.                Anderson, Ted                   McDonald, Jack T
Bliss, Patricia Jean "Patti"   Knief, Curt R.                  Blackburn, Helen I.             Mohoric, Frank Edward
Bruce, James                   Krill, Gene                     Desch, William Casper           Prince, Ellen
Brunner, Ray                   Matheny, Edward                 Hammontree, Harol "Scotty"      Proffitt, Mary Kathleen
Burkepile, Ross Edward         Medina, Carlos Martin           Hughes, Ruth Darlene            Samaniego, Gilbert
Byers, Jerry                   Miller, Arline                  May, Leonard                    Wood, Ira Bell
Campbell, Ed                   Morris, Terry W                 McCoy, Milton
Campbell, Merial               Norton, Stanley O.              Putnam, Mary Ellen              OTHER DEATHS
Claybrook, Ella                Overton, Charles "Chuck"        Ryan, Joyce                     Adams, Frocene
Cosgrove , Dorothy             Page, James Melvin              Scheurman, Opal L.              Benson, Robert
Cowan, John L.                 Pagel, Joseph A.                Stanczyk, Marian                Deem, Helen Shiner
Davis, Agnes Marie             Palmer, Dorothy R Meyers                                        Gonzales, Maximiliano Victor
Ditmer, John G                 Schmick , Lucille               NEW MEXICO DEATHS               Hoffman, Don
Fagan, Sally                   Smith, Clarence R. "Dick"       Anderson, Royce B.              Juhl, Tom C.
Fliethmann, Carl A.            Smith, Rosa Lee                 Eubanks, Levon "Buzz"           Meadors, Steve
George, Nettie L "Davey"       Spencer , Ernest "Wally"        Fuller, Ralph L.                Miles, Dean M.
Grant, Lolita                  Teske, Meredith Elaine          Gonzales, Ramona                Murphy, Ira
Hodges, Betty Joe              Thomas, George                  Greenleaf, Joe                  Pringle, Robert J
Horan, John T. "Jack"          Watford , Duane V               Iverson, Phillip D.             Wray, Ronald T.

Retiree Guardian — 2010 Issue 2 June                         18                Colorado—Wyoming—New Mexico Edition
             Association of U S WEST Retirees Colorado/Wyoming                                                   Board of Directors CO/WY
         New Membership Application or Member Change/Renewal Form                                                  Colorado President
                                                                                                                    Hazel Floyd—303-455-1535
CHECK ONE: New Member[___]                 Annual Renewal [___]                 Change(s) Only [___]        

(Please Print) 
                                                                                                                     Wyoming President
  ____________________________________________                 _____________________________________                    Volunteer Needed
Last Name                                                     First Name 
 ____________________________________________                  _____________________________________           Vice President-Communications
Last Name  (If Dual Membership (e.g., husband and wife)       First Name                                          Bill Himmelmann—303-778-6707
Address _________________________________________________________________________________  
City ______________________________________________________ State __ __  Zip Code  __ __ __ __ __  
                                                                                                                 Vice President-Membership
Phone ______________________________   E‐mail: ____________________________________________                      John Rommelfanger—303-475-8225
I have remembered AUSWR in my will [__] 

I would like to volunteer in the following areas:(you will be contacted)                                                   Secretary
Area Representative[_]  Membership[_]  Financial[_]  Legislative[_]  Media Relations[__]                          Don Warsavage—303-776-7782
Other (specify) ____________________________________________________________________________  
I Retired from: (Company) __________________________________________ Date____________________  
                                                                                                                   Bill Campbell—303-988-2800
Spouse: (Company) _______________________________________________ Date____________________                   
I am an active employee: (Company) _________________________________ Date____________________  
Spouse active employee: (Company)__________________________________ Date____________________  
                                                                                                                     Pat Wood—303-985-8827
I own Qwest Stock (circle one):  Y   N            Spouse (Circle one):  Y    N                            
Annual Dues: ($20.00 single $40.00 dual membership)    $__________Donation $_________ 
      Mail completed Form to: AUSWR CO/WY, PO Box 27027, Denver, CO 80227‐0027                                      Health Care Specialist
                                                                                                                   Barbara Wilcox—303-377-5761
    If you have a change in your name, mailing address, phone number, or e‐mail address, 
                                                                                                                      Database Manager
                                  please use the form above.  
                                                                                                                  Dale Thompson—303-439-8796
ALSO on the back page of this newsletter, your membership expiration date is included                       
on the mailing address. If your expiration date is near, use the form above to submit your                                        
annual dues unless you have already done so.                                                                             E-mail Editor
IF YOU KNOW of any prospective members who have not yet joined the Association,                                     Bill Alsdorf—303-659-4189
please provide them with a copy of the Membership Application form, or have them                            
contact John Rommelfanger, Vice President of Membership at 303‐475‐8225. A copy of 
the form can also be printed from our web site at                                              Newsletter Editor
IMPORTANT TAX INFORMATION The Association of U S WEST Retirees CO/WY is                                            Carol J. Wilson—303-985-8279
authorized as a nonprofit tax‐exempt organization however, dues and donations are NOT                    
DEDUCTIBLE on your personal tax return. Records are available via written request at 
P.O. Box 27027, Denver, CO 80227.                                                                                   CWA/Legislative Rep
                                                                                                                  Harvey Hoffman—303-733-1955
     Wyoming Area Representatives                              Out of State Members Contact
                                                                                                                  CO/WY Retiree Advocate
                   Casper Area                                                                                      Jim Heinze—303-442-1831
        Gary Overturf—303‐527‐9005                                                                          
                                                                         John Rommelfanger                                  Auditor
                                                                            303‐475‐8225                             Jack Ott— 303-985-8452
         Jim Reddon—307‐856‐6833 
                 Cheyenne Area                                                                                     Past President 2007-09
       Ellen Thompson; 307‐632‐4623                                                                                 Joe Halpern—303-761-7529

Retiree Guardian — 2010 Issue 2 June                                                19                  Colorado—Wyoming—New Mexico Edition
Association of US WEST Retirees
Colorado/Wyoming/New Mexico
P.O. Box 27027
Denver, CO 80227

                                                                                 ADDRESS SERVICE REQUESTED

—Change Your Home Address?
—Or Phone Number?
—Or Email Address?

You can help us save $$$ in return postage,
if we have your new address, phone no &
email address.
Contact Dale Thompson
303-439-8796 or
Or send a note to:
PO Box 27027
Denver, CO 80227-0027
                                                                                 Visit your websites: 
                                      COLORADO AREA REPRESENTATIVES Q1 2010
                  Arvada                               Denver Southeast                         Littleton (80220—80222) 
        Betty Moore—303‐936‐7917                 Robert Wiswell—720‐859‐7641                    Ed Dinkins—303‐794‐6625 
                                                      Denver Southwest                      Littleton (80223—80225—80227) 
         Pat Finley —303‐425‐0804                 Jim Hodges—303‐798‐3213                    Laverne Lanskey—303‐770‐4147 
                                                          Englewood                         Littleton (80224—80226—80228) 
            Boulder/Longmont                    Robert Tomlinson—720‐733‐7709                    Tom Spall—303‐768‐9454 
       Verna Newman—303‐652‐2822                          
                Broomfield                           Fort Collins/Loveland                              Middle Park 
       John & Veronica Rommelfanger                   Volunteer Needed                         Shirley Willis—970‐468‐0277 
                                                          Fort Morgan                                  Parker/Sedalia 
          Castle Rock/Monument                     John Jump—970‐867‐7221                   Elaine & Jim Corso—303‐903‐4417 
        Charley Heard—303‐660‐9593                              
                                                           Golden                                   Pueblo/South Park 
              Colorado Springs                          Bonnie Carter                           Tony Juarez—719‐546‐6065 
        Ralph Rohrig—719‐550‐8267                       303‐279‐6902                         
                          Grand Junction/Durango                         South East Colorado 
                                                 Martha Warren—970 263‐7875                   Wesley Colvin—719‐384‐2436 
                Denver East 
       Sebbie Coleman—303‐321‐3248 
                             Greeley                                Thornton/Brighton 
                                                      Volunteer Needed                        Kay Lambert—303‐287‐4223 
               Denver North 
        Erika Geiger—303‐462‐3899                         Lakewood                            Westminster/Wheat Ridge 
                        Don Hinkley—303‐988‐0095                Alice M. Peterson—303‐424‐7609 
Retiree Guardian — 2010 Issue 2 June                         20
                                                      Colorado—Wyoming—New Mexico Edition