Only 27 percent of Qwest's shares were cast in support of a proposal that would have required shareholder approval of severance packages for top executives.

About 39 percent of the shares backed another proposal which said that growth in the value of the company's pension fund should not be a factor in calculating executive bonuses

The proposals, both of which also failed last year, had needed at least 51 percent to pass. Ninety-one percent of the available votes were cast at Tuesday's meeting.

Qwest, the local phone company for most of the Northwest and Rocky Mountain regions, had recommended rejection of both shareholder-originated proposals.

Institutional Shareholder Services, an influential provider of proxy voting advice to major investors such as mutual funds, had recommended approval of the pension-related proposal and rejection of the severance proposal.

A group representing retirees from U S West, the name of the phone company before it was acquired by Qwest two years ago, had lobbied to pass the measures by sending letters to major shareholders, including billionaire Philip Anschutz, who owns 18 percent of the company's stock.

Qwest, beset by a federal probe into its accounting methods as well as a severe downturn in business, said it held the meeting in Ohio because the company has about 2,000 employees in Dublin.

But critics said the meeting was moved to avoid the backlash from former workers and investors who suffered huge losses as Qwest stock fell from a high of $64 in March 2000 to its current level of about $5 a share. About 20 Denver retirees made the trip to Ohio.

Chief Executive Joe Nacchio tried to reassure investors that Qwest will recover, but spent most of the meeting fielding questions from shareholders angry that he took in more than $100 million last year while their holdings all but vanished.

Last year, Nacchio received a $1.2 million salary, $1.5 million bonus and $24.4 million in deferred compensation from 1997, most of it paid in stock, said Drake Tempest, executive vice president and general counsel. Nacchio also sold $74 million worth of Qwest stock.

``It is the ultimate greed,'' said retiree Jaclyn Prokesh of Denver. ``Is it fair to the people who built this company to be denied the financial security they have earned?''

Prokesh, 69, who retired in 1984 after 32 years with the company's former Mountain Bell unit, said she doesn't like to count her stock loss, but estimated it at more than $275,000.

Nacchio attracted a sarcastic ``awww'' from audience members when he said he's lost money from the stock collapse as well.

``I'm not asking for sympathy,'' he said. ``All I'm saying is my interests are aligned with yours.''

Harvey Hoffman, 74, of Denver, who worked 34 years for U S West, was disappointed the two proposals didn't pass. He said he had periodically bought U S West and then Qwest stock for his granddaughter.

``How would you like to tell a high school senior that the stock will be of little help to pay for her education,'' he said. ``Is it any wonder that retirees and shareholders are angry and frightened?''

Qwest had argued that the severance proposal would limit flexibility in arranging competitive pay packages for executives. The company also denied that pension credits have been used to inflate income. In materials sent to shareholders, the company said credits are not a major part of determining executive compensation.

Board members and executives own 19 percent, or 314.8 million shares, of Qwest's stock, which closed Tuesday at $5.08, down 2 cents, on the New York Stock Exchange.