Exhibit 10v-1

ANNEX III

THE AMENDED AND RESTATED  BELLSOUTH CORPORATION STOCK PLAN  EFFECTIVE APRIL 24, 1995  AS AMENDED

ARTICLE I    Purpose

The
purpose of this Plan is to promote the interests of BellSouth by granting stock-related Awards to Eligible Employees and Non-Employee Directors to:



Only
Eligible Employees and Non-Employee Directors shall be eligible for Awards under this Plan.

ARTICLE II    Definitions

2.1Definitions.Each term set forth in this Article II shall have the
respective meaning set forth opposite such term for purposes of this Plan, and when the defined meaning is intended the term is capitalized.

"Additional
Option" means an Option granted to a Non-Employee Director pursuant to Section 6.4 based upon his or her level of Stock ownership.

"Administrator"
means the Compensation Committee, the Director Committee or the Company Administrator, as applicable.

"Agreement"
means the written agreement which sets forth the terms and conditions of the grant of an Award as provided in this Plan and such additional terms and conditions, not
inconsistent with this Plan, as the Administrator determines are appropriate.

"Award"
means an Option, SAR, Restricted Share, Performance Share, Dividend Equivalent Right or Stock Payment granted to a Participant under this Plan.

"Basic
Option" means an Option granted to a Non-Employee Director pursuant to Section 6.3.

"BellSouth"
means BellSouth Corporation, a Georgia corporation.

"Beneficiary"
means the person entitled to receive any payments or exercise any rights following the death of a Participant as determined pursuant to Section 10.5.

"BLS
Share" means one share of BLS Stock.

"BLS
Stock" means (i) prior to a Tracking stock transaction, the par value $1 per share common stock of BellSouth and (ii) after a Tracking Stock Transaction, the
BellSouth CorporationBLS Group Common Stock, par value $1 per share.

"Board"
means the Board of Directors of BellSouth.

"Change
in Control" means the occurrence of any of the following:



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"Code"
means the Internal Revenue Code of 1986, as amended from time to time.

"Company
Administrator" means the chief executive officer of BellSouth, the senior officer of BellSouth responsible for human resources matters or such other person or persons as are
designated by the Compensation Committee to administer the Plan on behalf of Participants who are neither Non-Employee Directors nor Covered Employees.

"Compensation"
means all compensation payable to a Non-Employee Director for service to BellSouth as a director, other than reimbursement for expenses, including retainer
fees for service on, and fees for attendance at meetings of, the Board and any committees thereof.

"Compensation
Committee" means the Executive Nominating, Compensation and Human Resources Committee of the Board, or any successor committee of the Board which administers this Plan
as provided in Article V.

"Covered
Employee" means with respect to any grant of an Award a Participant whom the Compensation Committee deems may be or become a covered employee as defined in
Section 162(m)(3) of the Code for any year that such Award may result in remuneration to the Participant and for which year such Participant may receive remuneration over $1 million
which would not be deductible under Section 162(m) of the Code but for the provisions of the Plan and any other "qualified performance-based compensation" plan (as defined under
Section 162(m) of the Code) of BellSouth; provided, however, that the Compensation Committee may determine that a Participant has ceased to be a Covered Employee prior to Settlement of any
Award.

"Director
Committee" means the Committee on Directors and Corporate Governance of the Board, or any successor committee of the Board which administers this Plan as provided in
Article V.

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"Dividend Equivalent Right" means a right, granted to a Participant under Section 9.4, to receive cash or Shares based on the value of dividends paid with respect to a Share.

"Eligible
Employee" means any employee (including an Officer, Executive Officer or director who is an employee and including for purposes other than ISOs any former employee) of
BellSouth or any Subsidiary. Such term also includes for purposes other than ISOs any non-employee advisor, consultant or independent contractor to BellSouth or any Subsidiary, and any
references to employment or termination of employment under this Plan shall be deemed to apply to such an advisor, consultant or independent contractor, for purposes of this Plan only, as if the
services of such person constitute employment services.

"Exchange
Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Executive
Officer" means an Officer or other employee or former employee of BellSouth or a Subsidiary who is subject to the reporting requirements of Section 16(a) of the
Exchange Act.

"Fair
Market Value" for any day means (i) the average of the high and low daily sale prices of a Share on the New York Stock Exchange for that day or, if there are no sales on
such day, for the most recent prior day on which a Share was sold on the New York Stock Exchange or (ii) the value of a Share determined in such other manner which reasonably reflects the fair
value of a Share on that day as shall be determined by the Administrator.

"IPO"
means the initial Public Offering of the Latin America Stock.

"ISO"
or "Incentive Stock Option" means an option granted under this Plan to purchase Shares which is intended by BellSouth to satisfy the requirements of Code Section 422.

"Latin
America Share" means one share of Latin America Stock.

"Latin
America Stock" means the BellSouth CorporationLatin America Group Common Stock, par value $1 per share.

"Non-Employee
Director" means a member of the Board who is not an Officer or employee of BellSouth or its affiliates.

"NQSO"
or "Non-Qualified Stock Option" means an option granted under this Plan to purchase Shares which is not intended by BellSouth to be treated as an ISO.

"Number
of Shares Issuable with Respect to the Inter-Group Interest" has the meaning set forth in the Amended and Restated Articles of Incorporation.

"Officer"
means any executive of BellSouth or any Subsidiary who is a member of the executive compensation group under BellSouth's compensation practices (but not necessarily an
Executive Officer).

"Option"
means an NQSO or ISO granted under this Plan.

"Option
Price" means the price determined in accordance with Section 6.6 which shall be paid to purchase one Share upon the exercise of an Option granted under this Plan.

"Parent
Corporation" means any corporation which is a parent of BellSouth within the meaning of Code Section 424(e).

"Participant"
means an Eligible Employee or a Non-Employee Director to whom an Award is made.

"Performance
Objective" means, as described in Section 10.2, a performance objective specified in the Agreement for a Performance Share, or for any other Award which the
Administrator determines to make subject to a performance objective, upon which the vesting or Settlement of such Award is conditioned.

"Performance
Period" means the period of time specified in an Agreement over which Performance Shares are to be earned.

"Performance
Share" means a bookkeeping entry that records the equivalent of one share awarded pursuant to Section 9.2 of this Plan.

"Plan"
means this Amended and Restated BellSouth Corporation Stock Plan, as effective as of December 5, 2000 and as thereafter amended from time to time.

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"Prior Plan" means the BellSouth Corporation Stock Option Plan, the BellSouth Enterprises, Inc. Key Manager Incentive Compensation Plan, the BellSouth Executive Long Term
Incentive Plan, the BellSouth Corporation Shareholder Return Cash Plan, the BellSouth Corporation Key Manager Shareholder Return Cash Plan and the BellSouth Corporation Non-Employee
Director Stock Option Plan, as applicable.

"Prior
Stock Plan" means the BellSouth Corporation Non-Employee Director Stock Plan.

"Public
Offering" means the first day as of which sales of Latin America Stock are made to the public in the United States pursuant to an underwritten public offering of the Latin
America Stock.

"Restricted
Period" means the period of time from the date of grant of a Restricted Share until the lapse of restrictions attached thereto under the terms of the applicable Agreement.

"Restricted
Share" means a Share which has been awarded to a Participant subject to restrictions under Section 8.1.

"Retainer
Multiple" has the meaning set forth in Section 6.4(a).

"Rule 16b-3"
means Rule 16b-3 under the Exchange Act.

"SAR"
or "Stock Appreciation Right" means the contractual right granted to a Participant pursuant to Section 7.1 to receive a payment upon the exercise of such right which
reflects the appreciation in the Fair Market Value of the number of Shares for which such right was granted.

"SAR
Exercise Date" means the date on which the exercise of an SAR occurs under the related Agreement.

"SAR
Exercise Price" means the Fair Market Value of a Share on the SAR Exercise Date.

"SAR
Grant Price" means the price which would have been the Option Price for one Share if the SAR had been granted as an Option or, if the SAR is granted in tandem with an Option, the
Option Price for the related Option.

"Settlement
Date" means:



"Share"
means a BLS Share or Latin America Share, as the case may be.

"Stock"
means BLS Stock or Latin America Stock, as the case may be.

"Stock
Payment" means payment of compensation in the form of Shares pursuant to Section 9.3.

"Subsidiary"
means:



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"Ten
Percent Shareowner" means a person who owns (after taking into account the attribution rules of Code Section 424(d)) more than 10% of the total combined voting power of
all classes of stock of either BellSouth, or Subsidiary or Parent Corporation.

"Tracking
Stock Transactions" mean the IPO or any other transaction that provides for the issuance of the Latin America Stock.

2.2References.All pronouns are masculine, solely for ease of reading, and
should be read as feminine where applicable. Unless the context clearly requires otherwise, the singular shall include the plural and the plural shall include the singular. All references to sections
of the Code or other laws or regulations shall include amendments and successor provisions thereto unless otherwise specifically stated or clearly required by the context.

ARTICLE III    Shares Subject to Plan

3.1Aggregate Limits.



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3.2Individual Limits.



3.3Application of Limits.No grant of an Award shall be made at any time
during a calendar year to the extent the number of Shares subject to such Award and the number of Shares subject to Awards previously granted during such year (or during the life of the Plan in the
case of ISOs) would exceed a limit in Section 3.1 or 3.2. The number of Shares subject to an Award shall be:



3.4Adjustments.The limits in Sections 3.1 and 3.2 shall be adjusted as
provided in Section 10.6. If any Shares subject to an Award are forfeited or such Award otherwise terminates, such number of Shares shall be available for
new Awards under the Plan. In addition, Shares surrendered in payment of any exercise or purchase price or in payment of taxes relating to any such Award shall be deemed to constitute Shares not
delivered to the Participant and shall be deemed to be available for new Awards under the Plan for purposes of Section 3.1 only.

3.5Shares.BellSouth shall reserve from time to time Shares for use under this
Plan, and such Shares shall be reserved to the extent BellSouth deems appropriate from authorized but unissued Shares and from Shares which have been reacquired by BellSouth.

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ARTICLE IV    Effective Date And Duration

4.1Effective Date.The effective date of the amendment and restatement of this
Plan shall be December 5, 2000. This Plan, as amended and restated, will become effective only if approved by the shareholders of BellSouth; provided, however, that the provisions of this Plan,
as amended and restated, which relate to Latin America Stock will become effective only upon a Tracking Stock Transaction.

4.2Prior Plan.This Plan is a successor to each Prior Plan and the Prior Stock
Plan. No further grants of stock options, stock appreciation rights, performance shares, dividend equivalent rights, shareholder return cash units or other interests shall be made (i) under the
Prior Plans on or after April 24, 1995 and (ii) under the Prior Stock Plan on or after December 5, 2000, if the Plan is approved by the shareholders. Options and stock
appreciation rights, or performance shares, dividend equivalent rights, shareholder return cash units or other outstanding interests under a Prior Plan or Prior Stock Plan shall continue to be
governed by the terms of the Prior Plan or Prior Stock Plan, as the case may be; provided, that, effective on and after September 23, 1996, terms of this Plan shall constitute an amendment to
the terms of a Prior Plan or Prior Stock Plan, and to the terms of outstanding grants under a Prior Plan or Prior Stock Plan where applicable, when expressly so provided in this Plan.

4.3Duration.This Plan shall terminate on December 31, 2004, unless
earlier terminated by the Board pursuant to Article XI. No Award shall be granted after the date this Plan terminates. The applicable terms of this Plan, and any terms and conditions applicable
to Awards granted prior to such date, shall survive the termination of the Plan and continue to apply to such Awards.

ARTICLE V    Administration

5.1Administrator.The Plan shall be administered by the Compensation Committee
with respect to Covered Employees, the Director Committee with respect to Non-Employee Directors and, subject to regulations and guidelines that may be established by the Compensation
Committee, by the Company Administrator with respect to all other Eligible Employees. The Compensation Committee or the Director Committee may adopt such regulations and guidelines as it deems are
necessary or appropriate for the administration of the Plan. Subject to such rules, regulations or guidelines, the Company Administrator shall have the power to adopt rules, regulations and guidelines
to permit it to administer the Plan with respect to Eligible Employees other than Covered Employees.

5.2Compensation Committee and Director Committee Responsibilities.The
Compensation Committee shall consist solely of at least two individuals who are intended to qualify as "non-employee directors" within the meaning of Rule 16b-3 under
the Exchange Act (or any successor rule thereto) and "outside directors" within the meaning of Section 162(m) of the Code (or any successor section thereto). No member of the Compensation
Committee or the Director Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or Awards. All members of the Compensation
Committee and the Director Committee shall be fully protected by BellSouth, to the fullest extent permitted by applicable law, in respect of any such action, determination or interpretation.

5.3Administrator Responsibilities.The Administrator shall
(a) determine the amount of all grants of Awards under this Plan, (b) determine the terms and conditions of grant Agreements and all election and other forms, which terms and conditions
shall not be inconsistent with this Plan, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Administrator may adopt, amend or rescind
rules or guidelines as it deems are appropriate to implement the Plan and correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the
Administrator deems necessary or desirable.

5.4Determinations.All actions taken and all interpretations and
determinations made by the Administrator in good faith shall be final and binding upon Participants, BellSouth and all other interested persons.

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ARTICLE VI    Options

6.1Grant.Subject to the terms and conditions of this Plan, the Administrator
from time to time may grant such Options to such Eligible Employees and such Non-Employee Directors to purchase Shares as the Administrator acting in its sole discretion deems are
appropriate under the circumstances. Each grant of an Option shall be evidenced by an Agreement, and each Agreement shall incorporate such terms and conditions as the Administrator in its sole
discretion deems are consistent with the terms of this Plan, including conditions on the exercise of such Option which relate to the employment or service of the Participant or the requirement that
the Participant exchange a prior outstanding Option and/or SAR; provided that, if the Administrator grants an ISO and NQSO to an Eligible Employee, the right of the Eligible Employee to exercise one
such Option shall not be conditioned on his failure to exercise the other such Option. The Administrator may issue new Options equal to the number of Shares surrendered by a Participant upon exercise
of a previously granted stock option.

6.2Special Rules for Incentive Stock Options.The grant of ISOs shall be
subject to the following additional restrictions:



Any
Option purporting to constitute an ISO in violation of the restrictions in this Section 6.2 shall constitute a NQSO.

6.3Non-Employee Director Basic Options.Unless otherwise
determined by the Director Committee, on the date of each BellSouth annual shareholders' meeting, each individual who is at that time serving as a Non-Employee Director, whether or not
such individual is first elected as a Board member at that meeting or whether or not such individual is standing for reelection as a Board member at that meeting, shall be granted an Option to
purchase BLS Shares and/or an Option to purchase Latin America Shares as determined by the Director Committee.

6.4Non-Employee Director Additional Options.



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6.5Other Options.The Administrator may establish rules with respect to, and
may grant to Eligible Employees or Non-Employee Directors, Options which comply with any amendment to the Code providing for special tax benefits for stock options made after the effective
date of this Plan, provided such rules otherwise are consistent with the terms of this Plan.

6.6Option Price.The Option Price for each Share subject to an Option shall
not be less than the greater of (i) the par value of a Share or (ii) the Fair Market Value of a Share on the date the Option is granted.

6.7Option Period and Exercisability.



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6.8Method of Exercise.



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ARTICLE VII    Stock Appreciation Rights

7.1Grant.Subject to the terms and conditions of this Plan, the Administrator
may grant a SAR to any Eligible Employee or Non-Employee Directors either (i) in tandem with the grant of an ISO in the case of an Eligible Employee, (ii) in tandem with the
grant of an NQSO or (iii) independent of the grant of an ISO or NQSO. The Administrator may grant a SAR to each Non-Employee Director in tandem with each grant of a Basic Option and
an Additional Option. Each grant of a SAR which is in tandem with the grant of an ISO or an NQSO shall be evidenced by the same Agreement as the ISO or NQSO which is granted in tandem with such SAR
and such SAR shall relate to the same number of Shares as such Option. Each SAR which is granted independent of an ISO or NQSO shall be evidenced by a separate Agreement which shall state the number
of Shares to which such SAR shall relate and such other terms and conditions as the Administrator in its sole discretion deems are consistent with the terms of this Plan, including conditions on the
exercise of such SAR which relate to the employment or service of the Participant or the requirement that the Participant exchange a prior outstanding Option and/or SAR.

7.2Payment at Exercise.Upon the settlement of a SAR in accordance with the
terms of the related Agreement, the Participant shall (subject to the terms and conditions of this Plan and such Agreement) receive a payment equal to the excess, if any, of the SAR Exercise Price for
the number of Shares of the SAR being exercised at that time over the SAR Grant Price for such Shares. Such payment may be made in whole Shares or in cash, or partially in Shares and partially in
cash, as determined under the SAR Agreement. If payment is made in whole or in part in Shares, such Shares shall be valued for this purpose at the SAR Exercise Price on the date the SAR is exercised,
and any payment in Shares which calls for a payment in a fractional Share automatically shall be paid in cash based on such valuation.

7.3Special Terms and Conditions.Each Agreement which evidences the grant of a
SAR shall incorporate such terms and conditions as the Administrator in its absolute discretion deems are consistent with the terms of this Plan and the Agreement for the ISOs and NQSOs, if any,
granted in tandem with such SAR except that (i) if a SAR is granted in tandem with an ISO or a NQSO, the SAR shall be exercisable only when the related ISO or NQSO is exercisable and
(ii) the Participant's right to exercise a SAR granted in tandem with an ISO or NQSO shall be forfeited to the extent that he exercises the related ISO or NQSO and his right to exercise the ISO
or NQSO shall be forfeited to the extent he exercises the related SAR, but any such forfeiture shall not count as a forfeiture for purposes of making the Shares subject to such Option or SAR again
available for use under Article III.

ARTICLE VIII    Restricted Shares

8.1Grant.Subject to the terms and conditions of this Plan, the Administrator
may grant Restricted Shares to any Eligible Employee or Nonemployee Director as provided in this Article VIII. Each grant of Restricted Shares shall be evidenced by an Agreement which shall
state such terms and conditions as the Administrator deems are consistent with the terms of this Plan.

8.2Restrictions.Restricted Shares shall be subject to such conditions and
restrictions as the Administrator shall determine and specify in the related Agreement, which may include, but are not limited to, continued employment
or service with BellSouth or a Subsidiary and achievement of Performance Objectives, which restrictions may lapse separately or in combination at such times, under such circumstances, in such
installments, or otherwise, as the Administrator may determine and so specify. Except to the extent restricted under the terms of the Plan and the Agreement relating to the Restricted Shares, a
Participant granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Shares and the right to receive dividends thereon.

8.3Forfeiture.If a Participant fails to meet the terms and conditions of the
Agreement for such Restricted Shares during the Restricted Period, Restricted Shares still subject to restrictions shall be forfeited, and all rights of the Participant to such Shares shall terminate
without further obligation on the part of BellSouth. An Agreement may provide that the Restricted Period will end upon the retirement, death or disability of a Participant while an employee or
director or upon such other event or events as the Administrator shall determine or may otherwise provide that such an event will not result in forfeiture of the Restricted Shares.

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8.4Certificates for Shares.Restricted Shares granted under the Plan may be
evidenced in such manner as the Administrator shall determine. The Administrator may place a legend on the Share certificates referring to such restrictions and may require the Participant, until the
restrictions have lapsed, to keep the Share certificates, together with duly endorsed stock powers, in the custody of BellSouth or its transfer agent or to maintain evidence of Share ownership,
together with duly endorsed stock powers, in a certificateless book-entry account with BellSouth's transfer agent.

8.5Adjustments.Shares distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend or pursuant to an adjustment under Section 10.6, shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Shares with respect to which such Shares or other property has been distributed.

ARTICLE IX    Other Stock Rights

9.1Grant.Subject to the terms and conditions of this Plan, the Administrator may grant Performance Shares, Stock Payments or Dividend
Equivalent Rights as provided in this Article IX. A grant of Performance Shares and Dividend Equivalent Rights shall be evidenced by an Agreement, and a grant of Stock Payments may be evidenced
by an Agreement, which Agreement shall contain such terms and conditions as the Administrator deems are consistent with the terms of this Plan.

9.2Performance Shares.Performance Shares shall become payable to a Participant based upon the achievement of specified Performance
Objectives and upon such other terms and conditions as the Administrator may determine and specify in the Agreement evidencing such Performance Shares. Each grant shall satisfy the conditions for
performance-based Awards under Section 10.2. A grant may provide for the forfeiture of Performance Shares in the event of termination of employment or other events, subject to exceptions for
death, disability, retirement or other events, all as the Administrator may determine and specify in the Agreement for such grant, provided that no exception shall apply if the Administrator
determines that the termination was for "cause" or was a result of misconduct in connection with his employment or service. Payment may be made at such time and in such form, either in cash or Shares,
or a combination thereof, as the Administrator shall determine and specify in the Agreement.

9.3Stock Payments.



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9.4Dividend Equivalent Rights.The Plan Administrator may grant Dividend Equivalent Rights in tandem with the grant of Options, SARs,
or Performance Shares that otherwise do not provide for the payment of dividends on the Shares subject to such Awards for the period of time to which such Dividend Equivalent Rights apply, or may
grant Dividend Equivalent Rights that are independent of any such Award. A Dividend Equivalent Right granted in tandem with another Award may be evidenced by the Agreement for such other Award;
otherwise, a Dividend Equivalent Right shall be evidenced by a separate Agreement. Payment may be made in cash or Shares, or a combination thereof, may be immediate or deferred, and may be subject to
such employment, Performance Objectives or other conditions as the Administrator may determine and specify in the Agreement for such Dividend Equivalent Rights. The total payment attributable to a
Share subject to a Dividend Equivalent Right shall not exceed 100% of the equivalent dividends payable with respect to a Share during the term of such Dividend Equivalent Right, taking into account
any assumed reinvestment (including assumed reinvestment in Shares) or interest earnings on such equivalent dividends as determined under the Agreement in the case of deferred payment, provided that
such percentage may increase to a maximum of 200% if the Dividend Equivalent Right is subject to a Performance Objective as described in Section 10.2.

ARTICLE X    Special Provisions Applicable to Awards

10.1Rule 16b-3 Compliance.



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10.2Performance-Based Awards.



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10.3Change in Control.



10.4 Transferability During Lifetime.



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10.5 Transfers to Death Beneficiary.In the event of a Participant's death, all of such person's outstanding Awards, including his or
her rights to receive any accrued but unpaid Stock Payments, will transfer to the maximum extent permitted by law to such person's Beneficiary (except to the extent a permitted transfer of a NQSO or
SAR previously was made pursuant to Section 10.4). Each Participant may name, from time to time, any beneficiary or beneficiaries (which may be named contingently or successively) as his or her
Beneficiary for purposes of this Plan. Each designation shall be on a form prescribed by the Administrator, will be effective only when delivered to BellSouth, and when effective will revoke all prior
designations by the Participant. If a Participant dies with no such beneficiary designation in effect, such person's Beneficiary shall be his or her estate and such person's Awards will be
transferable by will or pursuant to laws of descent and distribution applicable to such person.

10.6Adjustments.In the event that the Administrator shall determine that any dividend or other distribution (whether in the form of
cash, Shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar
corporate transaction or event, affects Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under this Plan, then the Administrator,
in such manner as it may deem equitable, shall adjust any or all of (i) the number and kind of shares which may thereafter be delivered in connection with Awards, (ii) the number and
kind of shares that may be delivered or deliverable in respect of outstanding Awards, (iii) the number and kind of shares with respect to which Awards may be granted as set forth in
Article III, and (iv) the exercise price, grant price, or purchase price relating to any Award, or, if deemed appropriate, make provision for a cash payment with respect to any
outstanding Award. Any such adjustment made by the Administrator, including any cancellation of an outstanding Award made as part of such adjustment, will be final and binding. The terms of this
Section 10.6 (and related definitions) shall apply to all outstanding grants and awards under the Prior Plans, and

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this Section 10.6 shall constitute an amendment to the terms of the Prior Plans and to the terms of all such outstanding grants and awards.

ARTICLE XI    Amendments and Termination

The Board shall have the right to amend, modify, suspend or terminate the Plan at any time; provided, that following the approval of the Plan by BellSouth
shareholders, this Plan may not be amended without further approval by shareholders, to the extent such approval is required by the Code, the Exchange Act or other applicable law. No enactment,
modification, suspension or termination of the Plan shall alter or impair any Awards previously granted under this Plan without the consent of the holder thereof, unless otherwise required by law. It
is conclusively presumed for this purpose that any adjustment for changes in capitalization pursuant to Section 10.6 of this Plan does not affect any right of the holder of an Award.
Notwithstanding the foregoing, the Board may not amend the terms of any Option to reduce the Option price. Nor may the Board, without approval by shareholders, cancel any Option and grant a new Option
with a lower Option price such that the effect would be the same as reducing the Option price.

ARTICLE XII    General Provisions

12.1Stock Restrictions.BellSouth shall have the right under this Plan to restrict or otherwise delay the
issuance of any Shares purchased or paid under this Plan 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 Plan shall be issued subject to such restrictions and conditions on any resale and any other
disposition as BellSouth shall deem necessary or desirable under any applicable laws or regulations or in light of any stock exchange requirements.

12.2Term of Service.The granting of an Award to a Participant under this Plan shall not obligate BellSouth to provide that
Participant upon the termination of his or her employment or service with any benefit whatsoever except as provided under the terms and conditions of that Award or obligate the Participant to remain
an employee or director.

12.3 No Shareholder Rights.No Award shall confer on any Participant, or anyone claiming on his behalf, any of the rights of a
shareholder of BellSouth unless and until Shares are duly issued or transferred on the books of BellSouth in accordance with the terms and conditions of the Award.

12.4No Right to Employment/Continued Service or Awards.The granting of an Award under the Plan shall impose no obligation on
BellSouth or any Subsidiary to continue the employment or service of a Participant and shall not lessen or affect BellSouth's or Subsidiary's right to terminate the employment or service of such
Participant. No Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards.
The terms and conditions of
Awards and the Administrator's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

12.5Unfunded Plan.This Plan shall be unfunded and BellSouth shall not be required to segregate any assets that may at any time be
represented by Awards under this Plan. Neither BellSouth, its affiliates, the Administrator, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything
contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between any such party and a Participant or anyone claiming on his or
her behalf. To the extent a Participant or any other person acquires a right to receive payment pursuant to an Award under this Plan, such right shall be no greater than the right of an unsecured
general creditor of BellSouth.

12.6Taxes.BellSouth or any Subsidiary shall withhold from any payment of cash or Shares to a Participant or other person under this
Plan an amount sufficient to cover any withholding taxes which may become required with respect to such payment or shall take any other action as it deems necessary to satisfy any income or other tax
withholding requirements as a result of the grant or exercise of any Award under this Plan. BellSouth or any Subsidiary shall have the right to require the payment of any such taxes and require that
any person furnish

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information deemed necessary by BellSouth or any Subsidiary to meet any tax reporting obligation as a condition to exercise or before making any payment pursuant to an Award.

12.7Binding Effect.The provisions of this Plan, and any applicable Agreement, election, Beneficiary designation or other related
document, shall be binding upon each Participant and any of his Beneficiaries, transferees, heirs, assignees, distributees, executors, administrators, personal representatives or any other person
claiming any rights under this Plan. Any such person claiming any rights under this Plan shall be subject to the terms and conditions of this Plan and all such documents and such other terms and
conditions, not inconsistent with this Plan, as the Administrator may impose pursuant to Article V.

12.8Choice of Law and Venue.This Plan and all related documents shall be governed by, and construed in accordance with, the laws of
the State of Georgia, without regard to the conflict of laws provisions thereof (except to the extent provisions of federal law may be applicable). Acceptance of an Award shall be deemed to constitute
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 such Award, including the enforcement of any rights under this Plan or any Agreement or other document, and shall be deemed to constitute consent to any
process or notice of motion in connection with such proceeding being served by certified or registered mail or personal service within or without the State of Georgia, provided a reasonable time for
appearance is allowed.

III-18

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