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                                                                    EXHIBIT 10qq

       FORM OF BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN

                        2006 RESTRICTED STOCK UNIT AWARD
                        (WITH DIVIDEND EQUIVALENT RIGHTS)

                              TERMS AND CONDITIONS


         1. General. These Terms and Conditions constitute a part of the
Restricted Stock Unit Award Agreement (this "Agreement") pursuant to which the
Employee is granted Restricted Stock Units under the BellSouth Corporation Stock
and Incentive Compensation Plan (the "Award").

         2. Vesting.

                  (a) Vesting Schedule. Subject to earlier forfeiture as
         provided in Paragraph 2(e) of this Agreement, the Employee's interest
         in the Restricted Stock Units shall vest in accordance with the vesting
         schedule applicable to this Award (as set forth in the individual grant
         terms applicable to the Employee under this Agreement).

                  (b) Retirement. In the event of a termination of the
         Employee's employment with BellSouth or any Subsidiary, or any employer
         described in Paragraph 7 (also referred to in this Agreement as a
         "Subsidiary"), by reason of retirement which entitles the 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 the 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), a
         prorated number of the Restricted Stock Units in this Award will vest.
         The number of Restricted Stock Units so vested shall equal (i) the
         product of (x) the number of Restricted Stock Units in this Award
         multiplied by (y) a fraction, the numerator of which is the number of
         whole and partial calendar months elapsed between the Grant Date and
         the date of the Employee's retirement and the denominator of which is
         the number of whole and partial calendar months between the Grant Date
         and the final vesting date reflected in the vesting schedule applicable
         to this Award, minus (ii) the number of Restricted Stock Units that
         vested prior to the date of the Employee's retirement in accordance
         with the vesting schedule described in Paragraph 2(a) above.

                  (c) Change in Control. The Restricted Stock Units also will
         vest (in full) upon any earlier termination of employment with
         BellSouth or any Subsidiary (without transfer to or reemployment by
         BellSouth or any other Subsidiary) within two (2) years after the
         occurrence of a Change in Control (as defined in the Plan), unless such
         termination is (i) by BellSouth or a Subsidiary for "Cause" (as defined
         in the Plan) or (ii)



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         by the Employee other than for "Good Reason" (as defined in the Plan).
         Notwithstanding the immediately preceding sentence, if the Employee has
         entered into (or, after the Grant Date, enters into) a separate
         agreement with BellSouth or a Subsidiary providing special terms in the
         event of a change in corporate control, and such agreement includes
         definitions of cause or good reason (or both) different from the
         definitions of such terms in the Plan, the definitions of those terms
         in such other agreement shall be used for purposes of this Paragraph
         2(c).

                  (d) Death or Disability. The Restricted Stock Units also will
         vest (in full) upon any earlier termination of employment by the
         Employee with BellSouth or any Subsidiary by reason of (i) death or
         (ii) "Disability" (as defined in the Plan).

                  (e) Forfeiture. Unless the Administrator shall determine
         otherwise, any unvested Restricted Stock Units shall be forfeited if
         the Employee terminates employment with BellSouth and its Subsidiaries,
         other than in a manner described in Paragraph 2(b), 2(c) or 2(d) above
         and before the Restricted Stock Units have fully vested under this
         Paragraph 2. 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.

         3. Settlement of Restricted Stock Units. Each Restricted Stock Unit,
upon vesting, shall entitle the Employee to one Share. Settlement of the vested
Restricted Stock Units shall occur not later than 30 days following the date on
which a Restricted Stock Unit vests. Shares delivered in settlement of the
Restricted Stock Units shall be evidenced by book entry registration or by a
certificate registered in the name of the Employee.

         4. Dividend, Voting and Other Rights. The Employee shall have no
dividend, voting or other rights of a shareholder with respect to any Shares
underlying the Restricted Stock Units in respect of the period prior to the
time, if any, that Shares are delivered to the Employee in settlement thereof.
Notwithstanding the immediately preceding sentence, however, this Agreement
includes one Dividend Equivalent Right for each Restricted Stock Unit granted
pursuant to this Agreement. Each Dividend Equivalent Right represents the right
to receive an amount of cash or property equal to all cash or property paid or
distributed in respect of the Share represented by the Restricted Stock Unit to
which the Dividend Equivalent Right relates. Cash representing the regular cash
dividends to which the Employee is entitled pursuant to the preceding sentence
shall be paid not later than March 15th of the calendar year following the
calendar year in which such regular cash dividends are paid. All shares of
capital stock or other securities issued in respect of or in substitution of any
Shares represented by the Restricted Stock Units not vested hereunder, whether
by BellSouth or by another issuer, any cash or other property received on
account of a redemption of such Shares or with respect to such Shares upon the
liquidation, sale or merger of BellSouth, and any other distributions with
respect to such Shares, with the exception of regular cash dividends, shall
remain subject to the terms and conditions of this Agreement, shall vest and be
paid or delivered (without interest) in the event that the related Restricted
Stock Units become vested and shall be forfeited in the event that the related
Restricted Stock Units are forfeited. The Dividend Equivalent Rights granted
pursuant to this Agreement shall expire without further action at the time that
(i) Shares are delivered to the



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Employee in settlement of the related Restricted Stock Units or (ii) the related
Restricted Stock Units are forfeited.

         5. Transferability. The Restricted Stock Units granted pursuant to this
Agreement may not be sold, transferred or otherwise disposed of and may not be
pledged or otherwise hypothecated.

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

         7. Certain Employment Transfers. In the event that the 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
the Employee shall not be deemed to have terminated his or her employment under
this Agreement until such time, if any, as the Employee terminates employment
with such organization and, if applicable, fails to return to BellSouth or a
Subsidiary in accordance with the terms of the Employee's assignment, or the
Employee otherwise fails to meet the terms of the Employee's assignment, at
which time the 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.

         8. Tax Withholding. BellSouth or any Subsidiary shall have the right to
withhold from any payment to the Employee, require payment from the 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
Restricted Stock Units, and the 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.

         9. Compliance with Applicable Law. BellSouth shall not be obligated to
issue any Shares or other securities or property pursuant to this Agreement if
the issuance thereof would result in a violation of any applicable federal and
state securities laws.

         10. Interpretation. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistency between the provisions
of this Agreement and the Plan, the Plan shall govern. The Administrator, acting
pursuant to the Plan, as constituted from time to time, shall, except as
expressly provided otherwise herein, have the right to determine reasonably and
in good faith any questions that arise in connection with this Agreement, and
any such determination shall be final, binding and conclusive on all employees
and other individuals claiming any right under the Plan. The failure of
BellSouth or the Employee to insist upon strict performance of any provision
hereunder, irrespective of the length of time for which such failure continues,
shall not be deemed a waiver of such party's right to demand strict performance
at any time in the future. No consent or waiver, express or implied, to or of
any breach or default in the performance of any obligation or provision
hereunder shall constitute a consent or waiver to or of any other breach or
default in the performance of the same or any other obligation hereunder.



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         11. Severability. Each provision of this Agreement shall be considered
separable. The invalidity or unenforceability of any provision shall not affect
the other provisions, and this Agreement shall be construed in all respects as
if such invalid or unenforceable provision was omitted.

         12. Jurisdiction and Venue. Acceptance of this Agreement shall be
deemed to constitute the 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.

         13. Miscellaneous.

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

                  (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.

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



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