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                                                                    EXHIBIT 10zz

       FORM OF BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN
                          2006 PERFORMANCE SHARES AWARD

                              TERMS AND CONDITIONS
                           (total shareholder return)

         1. General. These Terms and Conditions constitute a part of the 2006
Performance Shares Award Agreement (this "Agreement") pursuant to which Employee
is granted Performance Shares under the BellSouth Corporation Stock and
Incentive Compensation Plan as amended June 28, 2004.

         2. Performance Cycle. The Performance Cycle with respect to the Award
shall be the three consecutive calendar year period commencing January 1, 2006,
and ending December 31, 2008.

         3. Performance Objectives. The Performance Objectives applicable to the
Award shall be those financial performance criteria, and the targeted level or
levels of performance with respect to such criteria, as set forth on Exhibit "A"
attached hereto and incorporated herein by this reference.

         4. Payments.

                  (a) Administrator's Determination. At the end of the
         Performance Cycle, the Administrator shall determine the number of
         Performance Shares earned under this Agreement, between zero (0) and
         1.5 times the number of Performance Shares in the Award, based upon the
         levels of achievement of the Performance Objectives during the
         Performance Cycle (the "Performance Shares Earned"). The Compensation
         Committee shall make this determination, which shall be certified in
         writing and shall be final, conclusive and binding upon BellSouth and
         Employee.

                  (b) Payment for Performance Shares Earned. Employee shall be
         paid in cash an amount determined by multiplying the number of
         Performance Shares Earned by the end of period share price defined as
         the average of closing prices quoted on the New York Stock Exchange
         (NYSE) for all trading days during the period beginning on October 1,
         2008 and ending on December 31, 2008 (the "EOP Share Price"). The
         amount so determined shall be paid as soon as administratively
         practicable after the certification by the Compensation Committee, but
         in no event later than two and one-half (2 1/2) months following the
         end of the Performance Cycle.

                  (c) Dividends. In addition, Employee shall be paid an amount
         determined by multiplying the number of Performance Shares Earned by
         the amount of cash dividends that were paid on one Share (acquired on
         the first day of the Performance Cycle) during the Performance Cycle.
         This amount shall be paid as soon as administratively practicable



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         after the certification by the Compensation Committee, but in no event
         later than two and one-half (2 1/2) months following the end of the
         Performance Cycle.

         5. Death, Disability or Retirement. In the event of a termination of
Employee's employment with BellSouth or any Subsidiary, or any employer
described in Paragraph 11 (also referred to herein as a "Subsidiary"), during
the Performance Cycle by reason of: (i) death of Employee; (ii) "Disability" (as
defined in the Plan); or (iii) retirement which entitles Employee to a service
pension or service benefit under the terms of the BellSouth Personal Retirement
Account Pension Plan or the BellSouth Supplemental Executive Retirement Plan,
respectively, or a retirement pension under any alternative plan maintained by
Employee's employer which BellSouth determines to be comparable to such a
service pension or service benefit, and not for "Cause" (as defined in the
Plan), Employee or his or her Beneficiary, as the case may be, shall be entitled
to prorated payments under this Agreement. Such payments shall equal the sum of
(a) and (b):

                  (a) the product of (x) the amount described in Paragraph 4(b)
         above, multiplied by (y) a fraction, the numerator of which is the
         number of whole or partial calendar months elapsed between January 1,
         2006, and the date of Employee's termination of employment, and the
         denominator of which is thirty-six (36); such amount to be paid at the
         times described in Paragraph 4(b) above; and

                  (b) the amount determined by multiplying the number of
         Performance Shares Earned by the amount of cash dividends that were
         paid on one Share (acquired on the first day of the Performance Cycle)
         through the date of Employee's termination of employment; such amount
         to be paid at the time described in Paragraph 4(c) above.

         6. Change in Control. Notwithstanding anything to the contrary in this
Agreement, in the event of a "Change in Control" (as defined in the Plan), (i)
the Performance Cycle described in Paragraph 2 above shall end on the last day
of the calendar quarter most recently preceding (or coincident with) the
occurrence of the Change in Control (referred to hereinafter as the "Modified
Performance Cycle"), (ii) Employee shall be entitled to a payment equal to the
amount determined for the Modified Performance Cycle pursuant to Paragraph 4(b)
above, with the EOP Share Price for purposes of this Paragraph 6 defined as the
average of closing prices quoted on the NYSE for all trading days during the
90-day period immediately preceding the date of the Change in Control,
multiplied by a fraction, the numerator of which is the number of whole or
partial calendar months elapsed during the Modified Performance Cycle, and the
denominator of which is thirty-six (36), and (iii) Employee shall be entitled to
an amount determined by multiplying the number of Performance Shares Earned by
the amount of cash dividends that were paid on one Share (acquired on the first
day of the Performance Cycle) during the Modified Performance Cycle. Such
amounts shall be paid as soon as administratively practicable after the end of
the Modified Performance Cycle, but in no event later than six (6) months after
such date.

         7. Forfeiture. In the event Employee terminates employment with
BellSouth and its Subsidiaries, under circumstances other than those described
in Paragraph 5, prior to the date on



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which an amount is payable hereunder, Employee shall forfeit all of his interest
in the Award except to the extent previously paid. For purposes of this
Agreement, if the Employee participates in the BellSouth Transitional Leave of
Absence Program for Management Employees, or any successor plan or program, the
Employee will be deemed to have terminated employment upon the commencement of
transitional leave.

         8. Employment and Termination. Neither the Plan, this Agreement nor any
related documents, communications or other material shall give Employee the
right to continued employment by BellSouth or by any Subsidiary or shall
adversely affect the right of any such company to terminate Employee's
employment with or without cause at any time.

         9. Tax Withholding. BellSouth or any Subsidiary shall have the right to
withhold from any payment to Employee, require payment from Employee, or take
such other action which such company deems necessary to satisfy any income or
other tax withholding or reporting requirements arising from this Award of
Performance Shares, and Employee shall provide to any such company such
information, and pay to it upon request such amounts, as it determines are
required to comply with such requirements.

         10. Jurisdiction and Venue. Acceptance of this Agreement shall be
deemed to constitute Employee'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.

         11. In the event Employee is transferred to any company or business in
which BellSouth directly or indirectly owns an interest but which is not a
"Subsidiary" as defined in the Plan, then Employee shall not be deemed to have
terminated his employment under this Agreement until such time, if any, as
Employee terminates employment with such organization and, if applicable, fails
to return to BellSouth or a Subsidiary in accordance with the terms of
Employee's assignment, or Employee otherwise fails to meet the terms of
Employee's assignment, at which time Employee's deemed termination of employment
shall be treated in the same manner as a termination of employment from
BellSouth or a Subsidiary under this Agreement.

         12. Non-Transferability. Performance Shares may not be sold,
transferred or otherwise disposed of and shall not be pledged or otherwise
hypothecated.

         13. Miscellaneous.

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



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                  (b) This Agreement shall be subject to the applicable
         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. If there is any inconsistency between the terms of this Agreement
         and the terms of the Plan, the Plan's terms shall supercede and replace
         the conflicting terms of this Agreement.

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






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                                                                       Exhibit A
                                                                     Page 1 of 2

                             PERFORMANCE OBJECTIVES
                   2006-2008 BELLSOUTH PERFORMANCE SHARE PLAN

TOTAL SHAREHOLDER RETURN (TSR) MEASURE -- 50% OF BELLSOUTH PERFORMANCE SHARE
AWARD

         The payout percentage for 50% of the Performance Share Award shall be
based on BellSouth's annualized total shareholder return ("TSR")(1) for the
Performance Cycle versus the annualized total shareholder return of the S&P 500
Integrated Telecommunications Index (S5ITEL) based on the following chart:

<TABLE>
<CAPTION>
          BellSouth Percentage
          Points Above / Below              Payout
   S&P 500 Integrated Telecom Index       Percentage
   --------------------------------    ----------------
<S>                                    <C>
                < X                      0% of Target
                X to X                   50% of Target
                X to X                   60% of Target
                X to X                   70% of Target
                X to X                   80% of Target
                X to X                   90% of Target
                X to X                  100% of Target
                X to X                  110% of Target
                X to X                  120% of Target
                X to X                  130% of Target
                X to X                  140% of Target
                > X                     150% of Target
</TABLE>


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(1) Annualized TSR (includes price appreciation + dividends) from 1/1/2006 -
12/31/08. A more precise definition is attached.
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                                                                       Exhibit A
                                                                     Page 2 of 2

                    1/1/2006 -- 12/31/2008 PERFORMANCE CYCLE
                   3-YEAR ANNUALIZED BELLSOUTH TSR CALCULATION


1.       TOTAL SHAREHOLDER RETURN (TSR) FOR THE 3-YEAR PERFORMANCE CYCLE IS
         CALCULATED AS FOLLOWS:
         The Performance Cycle is defined as 1/1/2006 through 12/31/2008. The
         total shareholder return (TSR) for the purpose of this Award is
         calculated by taking the difference between the end of period (EOP)
         share price and the beginning of period (BOP) share price and adding to
         the result the sum of dividends paid on a share of BellSouth stock
         during the Performance Cycle (period dividends). The resultant
         calculation is then divided by the beginning of period (BOP) share
         price, the result being the total shareholder return for the period
         (Period TSR). Beginning of period (BOP) share price shall be defined as
         the average of closing prices quoted on the New York Stock Exchange
         (NYSE) for all trading days beginning on 10/1/05 and ending on
         12/31/05. End of period (EOP) share price shall be defined as the
         average of closing prices quoted on the New York Stock Exchange (NYSE)
         for all trading days beginning on 10/1/08 and ending on 12/31/08.

2.       3-YEAR ANNUALIZED TSR IS THEN CALCULATED AS FOLLOWS:
         The Period TSR from above is then added to the number one (1) and
         raised to the 1/3 power. The number one (1) is subtracted from the
         result and that result is multiplied by 100 and expressed as a
         percentage.

         3-YEAR ANNUALIZED TSR EXPRESSED AS FORMULAS:

         a.       Period TSR = (EOP share price - BOP share price + period
                  dividends)/BOP share price

         b.       3-Year Annualized TSR = ((1+Period TSR)/\(1/3)-1)*100

3.       BELLSOUTH TSR PERFORMANCE WILL BE MEASURED AGAINST:
         The performance of BellSouth during the Performance Cycle will be
         measured against the performance of the S&P 500 Integrated
         Telecommunications Index (ticker symbol: S5ITEL). The method of
         calculating both Period TSR and 3-Year Annualized TSR for the index
         will be the same as outlined in numbers (1) and (2) above.