AT&T paid Ed Whitacre nearly $32 million for his work as the company’s chairman and chief executive officer last year.

Whitacre, 65, received a $2.1-million base salary, $6.78 million in incentives and stock worth about $22 million at the time it was awarded. He also made more than $268,000 in returns on deferred income and nearly $462,000 in other benefits, such as life insurance and the use of the corporate airplane and other transportation.

Portions of the stock awards were tied to performance objectives relating to the company’s recent major acquisitions of BellSouth and Cingular Wireless.

Whitacre’s compensation is based on a five-year contract he signed in 2001 meant to retain him long enough to oversee the integration of two major acquisitions: those of Pacific Telesis and Ameritech, which were closed in 1997 and 1999, respectively. That contract was originally set to expire on Nov. 15, 2006. But in March 2006, the company extended it through April 2008 to allow Whitacre to oversee the integration of AT&T (with SBC Communications) and BellSouth.

The Corporate Library, a corporate governance research firm, criticized AT&T last year for exhibiting a disconnect between executive pay and company performance, pointing out that Whitacre earned a total of $85.2 million in compensation between 2000 and 2005 while shareholder returns sank 40%.

The company’s shareholders have proposed measures that would allow them to vote on future compensation awards.

Verizon Communications’ CEO, Ivan Seidenberg, earned about $20.2 million last year.