Not only is SBC Communications Inc.'s Edward E. Whitacre Jr. San Antonio's best-compensated CEO, but if he steps down in the next couple of years as expected, he stands to be one of the city's best-compensated retirees as well.

According to the telecom giant's financial documents, Whitacre is in store for a golden handshake potentially worth tens of millions over the rest of his life — a reward the company says is justified, given his lengthy, solid performance, but some watchdog groups argue is excessive.

"These types of retirement benefits are very common for companies of SBC's size and for CEOs of Mr. Whitacre's tenure, reputation and performance," SBC spokeswoman Anne Vincent said. "He's one of the longest-serving CEOs not just in telecom but in U.S. industry."

Whitacre, who's in the process of guiding SBC's $16 billion takeover of AT&T Corp., will turn 65 on Nov. 4, 2006. He has told reporters and analysts he doesn't plan to serve past that age.

Assuming the 44-year SBC veteran retires as planned, he will receive an annual pension of $5.5 million based on his current salary figures, but subject to change as his pay rises and falls. He also will receive a lump sum payment of $8.6 million, according to documents filed earlier this month with the Securities and Exchange Commission.

What's more, for three years Whitacre will receive a yearly fee equal to 50 percent of his annual salary at retirement in exchange for consulting services for his former employer. He earned $14.15 million last year.

In addition to a monetary package, SBC will provide Whitacre with an office and support staff, automobile benefits, limited access to company aircraft and health care for the rest of his life, according to proxy data.

Though Whitacre, who spent virtually his entire post-college career at the phone giant, stands to gain during retirement more than most people expect to make during a lifetime, company officials said the package is in line with those offered other Fortune 100 companies.

After all, this is the man who led SBC through a series of acquisitions that boosted it from the runt of the Baby Bells into a global telecom power.

Companies, especially those as large as $40.7 billion SBC, pay handsomely to attract and retain top industry officials. In 1980, the average chief executive officer's pay was 42 times that of the average hourly employee. By 2000, it had boomed to 1,531 times as much.

And retirement packages are one of the key components of those compensation plans, experts said.

"These CEOs go away with some extraordinary packages," said John Challenger of outplacement and research firm Challenger, Gray & Christmas. "I think a lot of times these companies look at their retiring CEO like an ambassador. It's like Clinton or the elder Bush getting to fly around the world on taxpayers' expense because they're doing the work of the government."

Certainly, an office with staff and limited use of a corporate jet are more lavish than the plaque or wristwatch many employees receive when they retire. But experts who track executive compensation say they're not exactly the $11 million New York apartment, bodyguards and leased Mercedes-Benz that General Electric Co. provided retired chief Jack Welch.

And, experts point out, it was ultimately GE's failure to disclose the perks in financial documents that landed the company in hot water with regulators. Whitacre's parting perks are plainly spelled out in company proxy statements, SBC officials say.

Even so, watchdogs question whether Whitacre's retirement packages should so greatly outshine those of SBC's rank-and-file workers and retirees.

Critics complain his package stands in sharp contrast to those of retirees who have been asked in recent years to make larger co-payments for doctor visits and to pay for phone service — long a free perk. In addition, the company has slashed tens of thousands of jobs in recent years as competitors cut into its phone business.

SBC and the Communications Workers of America, its largest union, locked in tense talks last year, with health care and retiree benefits as central sticking points. The two sides reached an accord after a four-day strike, with workers agreeing to make slightly higher co-payments in exchange for the company continuing to pay their health insurance premiums.

"We're concerned (about) the difference between the levels of compensation between top executives and the employees and retirees," said Bruce Beckman, vice president of the Association of Ameritech/SBC Retirees. "When you have that kind of split, the executives have no concept of the hardships that employees and retirees may face. It's called losing your moral compass."

In SBC's proxy this year, a shareholder proposal asks that the board's compensation committee undertake a special review of executive compensation to determine whether current pay packages for top officers are justified.

Beckman's group hasn't said whether it will support the proposal, but the board recommends shareholders vote against it. The board argues that it did a comprehensive review in 2003 with the aid of outside consultants and that each year it gives an extensive report on how it arrives at executive salaries.

But as pensions for executives have escalated, they've become another target of groups angry about the growing pay gap between workers and top executives.

Delta Air Lines caught flak last year for asking workers to accept pay cuts and pension changes while the company worked to place more than $25 million in a fund to guarantee executives' pensions if the airline faced bankruptcy.

And retirees of Verizon Communications Inc., SBC's sister Bell Company, backed a shareholder proposal cutting ties between top executives' salaries and the high investment returns of the company's pension fund. The company last year agreed to split the executives' pay structure from the fund's performance.

"I think these guys should be able to make big money if they're successfully running a big company," said C. William Jones, president of the Association of BellTel Retirees, the retiree group that led the fight with Verizon. "But if they're pulling in big money while they're asking their employees to make sacrifices, that's just unconscionable."

Indeed, Beckman also questions whether SBC's stock performance justifies the size of Whitacre's retirement package. Despite Whitacre's bold acquisition moves, the company's shares have spent most of the past two years hovering between $20 and $30, down from almost $60 in late 2000.

But analysts point out the telecom industry as a whole has been against the ropes. Even the Bell companies, which many view as the ultimate winners in the telecom wars, have faced stock lags as they lose customers to technologies such as wireless phones and the Internet.

"Whitacre has certainly been the most aggressive (Baby Bell) CEO over the years, but the reality is that the stock returns for those (Bell) companies haven't been all that different," said Tavis McCourt, analyst for Morgan Keegan & Co. in Nashville, Tenn.

"The real legacy of his effectiveness as CEO may not be apparent for another five to 10 years."

Whitacre's ultimate legacy may not be in short-term stock price, defenders say, but positioning the company as a larger, diverse player capable of competing in a changed marketplace.

More than just increasing the size of SBC, some analysts argue Whitacre has ushered the company into areas such as wireless communications and data services, which are essential for its long-term survival.

Late last year, Whitacre announced the company's plans to break into the pay television business at a time when cable companies were beginning to muscle into the phone business.

"By the time Whitacre leaves SBC, it's going to be a successful player," said Jeff Kagan, an independent telecom analyst in Atlanta. "It's not the same company it was when he took over as CEO. He's made a series of moves that will enable SBC to compete in the telecom world of the future."

SBC spokeswoman Vincent said she understands employee frustration over rising health care costs, but that it shouldn't cloud decisions about how to compensate the CEO. The company's employees have some of the best retirement benefits in the industry, she said.

Whitacre, she added, has steered the company through a challenging time, and its 2004 revenue marked the first sales upswing since 2000, indicating his vision is paying off.

"This is the kind of package important to retaining executives of the caliber of Mr. Whitacre," Vincent said. "This guy has not only transformed SBC. I would argue that he has also led much of the transformation we've seen in the telecom industry itself in the past 10 years."