ex10tt.htm


    Exhibit
10-tt

    


    BELLSOUTH
CORPORATION

     

    NON-EMPLOYEE
DIRECTOR

    


    


    NQSO

    


    


    TERMS AND
CONDITIONS

    


    


    


       1.
General. These Terms and Conditions constitute a part of the BellSouth
Corporation Stock and Incentive Compensation Plan Non-Qualified Stock Option
Agreement (this "Agreement") to which they are attached and apply to the NQSO
granted thereunder.

    


       2.
Date Exercisable. The NQSO shall be exercisable at any time in whole or in part
(but if in part, in an amount equal to at least 100 Shares or, if less, the
number of Shares remaining to be exercised under this Agreement) on any business
day of BellSouth before the date such option expires under Section 3 of this
Agreement and after the earlier of

    


    


    (a) the
first anniversary of the Grant Date; or

    


    


    (b) in
the event, prior to the date in (a) above, (1) Optionee terminates service on
the Board by reason of (A) death, (B) Disability (as defined in the Plan), or
(C) retirement (as determined in accordance with the then applicable retirement
policy for Directors), or (2) a Change in Control shall occur, the date of the
occurrence of such event.

    


       3.
Expiration. The NQSO shall expire and Optionee shall have no
further

    rights
under this Agreement on the earlier of

    


    


    (a) the
first date on or after the Grant Date and prior to a Change
in  Control on which Optionee (i) resigns from or is not re-elected to
the Board prior to being eligible for retirement under clause (1)(C) of Section
2(b); or (ii) resigns as a result of an interest or affiliation which would
prohibit continued service as a director;

    


    (b) the
date the NQSO has been exercised in full; or

    


    (c) one
day after the expiration of the ten-year period which begins on the Grant Date
or, in the event Optionee dies within one year prior to such day, the last day
of the one-year period which begins on the date of Optionee's
death.

    


       4.
Method of Exercise. The NQSO may be exercised by properly completing and
actually delivering the applicable written notice of exercise form (the "Notice
of Exercise Form") to BellSouth, together with payment in full of the purchase
price for the Shares the Optionee desires to purchase through such
exercise.  Subject to Section 6 of this Agreement, and as provided in
the Notice of Exercise Form, payment may be made in the form of cash or Shares,
or a combination of cash and Shares.

    


       5.
Effective Date of Exercise. An exercise under Section 4 shall be effective on
the date a properly completed Notice of Exercise Form, together with payment of
the purchase price, is delivered in person or by mail to, and accepted by, the
executive compensation group at BellSouth headquarters, or as otherwise
specified in the Notice of Exercise Form.

    


       6.
Value of Stock. Any Shares which are tendered to BellSouth as payment and any
Shares which are transferred by BellSouth shall be valued at their Fair Market
Value, which for this purpose, is defined as the average of the high and low
sales prices on the New York Stock Exchange ("NYSE") on the date of exercise or,
if there are no sales on the date of exercise, the average of the high and low
sales prices on the NYSE on the most recent prior day on which a Share was sold
on the NYSE.

    


       7.
Transferability. No rights granted under this Agreement shall be transferable by
Optionee during Optionee's lifetime, and such rights shall be exercisable during
Optionee's lifetime only by Optionee. If Optionee dies before the expiration of
the NQSO as described in Section 3 of this Agreement, any rights under this
Agreement that did not expire prior to Optionee's death and any rights which
arise as a result of Optionee's death shall be exercisable by Optionee's
Beneficiary as determined under the Plan and such Beneficiary shall be treated
as the Optionee under this Agreement upon the death of Optionee.

    


       8.
Stockholder Status. Optionee shall have no rights as a stockholder with respect
to any Shares under this Agreement before the date such Shares have been duly
issued to Optionee, and no adjustment shall be made for dividends of any kind or
description whatsoever or for distributions of other rights of any kind or
description whatsoever respecting such Shares except as expressly set
forth

    in the
Plan.

    


       9.
Other Laws. BellSouth shall have the right to refuse to issue or transfer any
Shares under this Agreement if BellSouth, acting in its absolute discretion,
determines that the issuance or transfer of such Shares might violate any
applicable law or regulation or entitle BellSouth to recovery under Section
16(b) of the Securities Exchange Act of 1934, and any payment tendered in such
event to exercise the NQSO shall be promptly refunded to Optionee.

    


       10.
Exercise Restrictions. BellSouth shall have the right to restrict or otherwise
delay the issuance of any Shares purchased or paid under this Agreement until
the requirements of any applicable laws or regulations and any stock exchange
requirements have been in BellSouth's judgment satisfied in
full.  Furthermore, any Shares which are issued as a result of
purchases or payments made under this Agreement shall be issued subject to such
restrictions and conditions on any resale and on any other disposition as
BellSouth shall deem necessary or desirable under any applicable laws or
regulations or in light of any stock exchange requirements.

    


       11.
Taxes. BellSouth shall withhold from any payment of cash or Shares under this
Agreement or take such other action as is permissible under the Plan which
BellSouth deems necessary to satisfy any income or other tax withholding
requirements as a result of an exercise under this Agreement. BellSouth shall
have the right to require the payment of any such taxes and require that any
person furnish information deemed necessary by BellSouth to meet any tax
reporting obligation before making any payment pursuant to this
Agreement.

    


       12.
Jurisdiction and Venue. Acceptance of this Agreement shall be deemed to
constitute Optionee's consent to the jurisdiction and venue of the Superior
Court of Fulton County, Georgia and the United States District Court for
the  Northern District of Georgia for all purposes in connection with
any suit, action, or other proceeding relating to this Agreement, including the
enforcement of any rights under this Agreement and any process or notice of
motion in connection with such situation or other proceeding may be serviced by
certified or registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.

    


       13.
Miscellaneous.

    


    (a)
Optionee's rights under this Agreement can be modified, suspended or canceled in
accordance with the terms of the Plan.

    


    (b) This
Agreement shall be subject to the provisions, definitions, terms and conditions
set forth in the Plan, all of which are incorporated by this reference in this
Agreement and, unless defined in this Agreement, any capitalized terms in this
Agreement shall have the same meaning assigned to those terms under the
Plan.

    


    (c) The
Plan and this Agreement shall be governed by the laws of the  State of
Georgia.

    


    (d) The
exercise of the NQSO shall not be affected by the exercise or non-exercise of
any other option.

    


    


    
      	
              BellSouth
      Corporation Stock and Incentive Compensation Plan

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Granted
      to Optionee Social Security No.

            	 
      	
              Grant
      Date

            	 
      	
              Number
      of Shares

            	 
      	
              Option
      Price $ Per Share

            	 
      	
              Expiration
      Date

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    Non-Employee
Director

    Non-Qualified
Stock Option

    


    


    A G R E E
M E N T

    


    


    BellSouth
Corporation ("BellSouth"), a Georgia corporation, pursuant to action of its
Board of Directors ("Board") and in accordance with the BellSouth Corporation
Stock and Incentive Compensation Plan ("Plan"), hereby grants a Non-Qualified
Stock Option ("NQSO") to the Optionee named above to purchase from BellSouth the
above stated number of shares of BellSouth common stock, $1.00 par value
("Shares"), at the option price per share ("Option Price") stated
above.  The NQSO is subject to the Terms and Conditions which are a
part of and are attached to this Agreement and to the further terms and
conditions set forth in the Plan. The NQSO is granted effective as of the Grant
Date stated above. It shall expire on the Expiration Date stated above, and
accordingly shall not be exercisable on and after that date, subject to its
earlier expiration under Section 3 of the attached Terms and
Conditions.

    


    


    


    


    


    BellSouth
Corporation

    


    


    By:
___________________________

        Authorized
Officer