<PAGE>

                                                                   EXHIBIT 10.19

                                    AGREEMENT


         THIS AGREEMENT is made and entered into as of the 4th day of June,
2001, by and between BellSouth Corporation, a Georgia corporation ("Company"),
and Mark L. Feidler ("Executive"):

         REASONS FOR THIS AGREEMENT. Executive previously served as Company's
President-Wireless Services having overall responsibility for Company's domestic
mobile wireless voice and data businesses. Effective as of October 2, 2000, SBC
Communications Inc. ("SBC") and Company combined their respective domestic
mobile wireless voice and data services businesses into the newly formed
entities Cingular Wireless LLC and Cingular Wireless Management Corp.
(collectively referred to herein as "Cingular"). Executive is now serving as
Chief Operating Officer of Cingular.

         As of June 9, 2000, Company and Executive entered into an agreement
(the "Prior Agreement") designed to provide to Executive certain retention
incentive payments and severance protection in the event his employment should
be terminated under certain circumstances during certain periods of time.
Company and Executive now desire to replace the Prior Agreement with this
Agreement.

         In return for this Agreement, Executive agrees to refrain from
competing with Company, Cingular and their Affiliates, to refrain from hiring or
soliciting employees of Company, Cingular and their Affiliates following
termination of employment, and to maintain confidentiality of Confidential
Information, in each case on the terms and conditions specified in this
Agreement. Executive acknowledges that Company, Cingular and their Affiliates
have disclosed or made available Confidential Information to Executive which
could be used to Company's, Cingular's or such Affiliates' detriment. In
addition, in connection with his employment, Executive has developed
relationships and contacts with employees valuable to Company, Cingular and
their Affiliates. Executive further acknowledges that the covenant not to
compete and other restrictive covenants in this Agreement are fair and
reasonable, that enforcement of the provisions of this Agreement will not cause
him undue hardship, and that the provisions are reasonably necessary and
commensurate with the need to protect Company, Cingular and their Affiliates and
their business interests and property from irreparable harm.

         AGREEMENT. In consideration of the covenants and agreements contained
in this Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive and Company agree as
follows:

         1.       DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meaning specified below:

         (A)      "AFFILIATE" - Company, Cingular and any other entity in
respect of which Company or Cingular, as the case may be, owns directly or
indirectly (x) with respect to a corporation, stock that represents at least ten
percent (10%) of the total combined voting power of all classes of stock in the
corporation in connection with the election of directors of such corporation, or
(y)


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in the case of a joint venture, partnership, limited liability company or
similar entity, an interest of at least ten percent (10%) in the capital or
profits of such entity.

         (B)      "BASE SALARY" - the gross annual base salary payable to
Executive including the amount of any before-tax contributions made by Executive
from such salary to the BellSouth Retirement Savings Plan, any other qualified
cash or deferred arrangement sponsored by Company, Cingular or any Affiliate, or
a successor to any such plan, as the case may be, and the amount of any other
deferrals of such salary under any nonqualified deferred compensation plans
maintained by Company, Cingular or any Affiliate.

         (C)      "CAUSE" - (i) Executive willfully engaging in conduct that is
demonstrably and materially injurious to Cingular, Company, their Affiliates or
their businesses; or (ii) Executive's conviction of a crime classified as a
felony.

         (D)      "CHANGE IN CONTROL" - either (i) the occurrence of a "Change
in Control" of Company as such term is used in the CIC Agreement, (ii) Company
no longer having representation on Cingular's Strategic Review Committee or
Board of Directors at least equal to SBC's representation thereon, or (iii)
Company no longer having any representation on Cingular's Strategic Review
Committee or Board of Directors.

         (E)      "CIC AGREEMENT" - the Executive Severance Agreement entered
into by and between Executive and Company on May 19, 1999, providing certain
benefits in the event of a change in corporate control of Company, as amended
from time to time.

         (F)      "CONFIDENTIAL INFORMATION" - information, whether generated
internally or externally, relating to Company's or Cingular's business or to
their Affiliates' businesses which derives economic value, actual or potential,
from not being generally known to other Persons and is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy or
confidentiality, including, but not limited to, economic studies and analyses,
technical or nontechnical data, programs, patterns, compilations, devices,
methods, models (including cost and/or pricing models and operating models),
techniques, drawings, processes, employee compensation data, financial data
(including marketing information and strategies and personnel data), lists of
actual or potential customers or suppliers, and information relating to
regulatory and business policies, plans, and strategies. For purposes of this
Agreement, Confidential Information does not include information which is not a
trade secret three (3) years after termination of Executive's employment.

         (G)      "ELIGIBLE OPTION" - a Company stock option that (A) has been
granted to Executive prior to the date of the Prior Agreement and (B) is
exercised by Executive during the Termination Exercise Period; or, in the event
of a Change in Control, that is exercised by Executive within ninety (90) days
after the date of the occurrence of the Change in Control; or, in the event of
death or disability as described in Section 6 of this Agreement, that is
exercised by Executive or an authorized representative of Executive or his
estate, within ninety (90) days after the date Executive's employment terminates
by reason of such death or disability.


                                      -2-
<PAGE>

         (H)      "ELIGIBLE OPTION SHARE" - a share of Company common stock that
is delivered to, or at the direction of, Executive or an authorized
representative of Executive or his estate by reason of the exercise of an
Eligible Option (or with respect to an exercise using the "cashless" method, a
share which would have been so delivered upon such exercise had the cashless
method not been used).

         (I)      "FAIR MARKET VALUE" - with respect to a share of Company
common stock, the closing price (regular way) of the Company common stock on the
New York Stock Exchange during regular trading hours.

         (J)      "GOOD REASON" - shall mean the occurrence, without Executive's
express written consent, of any of the following circumstances: (i) material
diminution in the status or responsibilities of Executive's position from those
which existed immediately prior to such diminution; (ii) a reduction in
Executive's Base Salary as in effect immediately prior to such reduction or the
failure to pay a bonus award to which Executive is otherwise entitled under any
of the short term or long term incentive plans in which Executive participates
(or any successor incentive compensation plans) at the time such awards are
usually paid; (iii) Executive becoming entitled to types or amounts of other
compensation and benefits which are materially less (or materially less
valuable) than the types or amounts of such compensation and benefits provided
to other similarly situated officers; (iv) a change in the principal place of
Executive's employment requiring relocation outside the Atlanta, Georgia,
metropolitan area; or (v) a Change in Control.

         (K)      "PERSON" - any individual, corporation, bank, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, governmental or other legal or business entity.

         (L)      "SERVICES" - the services which Executive provides to
Cingular, Company and their Affiliates and which Executive shall be prohibited
from providing in competition with Cingular, Company or their Affiliates in
accordance with the terms of this Agreement, as follows: management or similar
services, including without limitation services involving or related to business
planning, operations, strategic planning and corporate development, and
regulatory and legislative affairs, in the wireless telecommunications services
business, including all forms of wireless (e.g., cellular, personal
communications service and mobile data) communications services, systems and
products, long distance services, all forms of electronic commerce or
communications including internet and other web-based applications, data
transmission and networking, and paging services, systems and products to the
extent provided by Cingular, Company or their Affiliates engaged in the wireless
telecommunications business on the date of this Agreement. Notwithstanding the
foregoing, "Services" shall not include, and nothing in this Agreement shall be
construed to prevent, Executive's serving as an investment banker or private
equity investor (commonly known as a venture capital or leveraged buy-out
professional).

         (M)      "TERMINATION DATE" - means the date on which Executive's
employment with Cingular, Company or any Affiliate terminates for any or no
reason.


                                      -3-
<PAGE>

         (N)      "TERMINATION EXERCISE PERIOD" - means the period beginning
thirty (30) days prior to the Termination Date and ending thirty (30) days after
the Termination Date.

         (O)      "TERRITORY" - the territory in which Company, Cingular and
their Affiliates provide or provided Services, and in which Executive shall be
prohibited from competing with Cingular, Company or their Affiliates in
accordance with the terms of this Agreement, consisting of those markets in
which they are engaged in wireless communications services businesses listed on
Exhibit "A" attached hereto and incorporated herein by this reference.

         (P)      "VESTED OPTION" - a Company stock option that has been granted
to Executive prior to the date of the Prior Agreement that is vested but
unexercised as of the Termination Date.

         2.       PRIOR AGREEMENT. Executive and Company agree and acknowledge
that, upon execution of this Agreement, this Agreement replaces and supercedes
in all respects the Prior Agreement.

         3.       SPECIAL BONUS PAYMENT. If Executive remains employed by
Cingular, Company and/or an Affiliate through December 31, 2001, and otherwise
satisfies all requirements of this Agreement, Company shall pay to Executive a
bonus payment to be no less than three hundred seventy-five thousand and no/100
($375,000.00) dollars and not to exceed one million one hundred twenty-five
thousand and no/100 ($1,125,000.00) dollars, less withholdings, to be paid in a
single lump sum as soon as administratively practicable after December 31, 2001
(or earlier applicable date). The exact amount of such bonus payment shall
depend upon Executive's satisfaction of the performance criteria agreed to
separately by the parties to this Agreement (the "Performance Criteria").

         In the event Executive's employment is terminated prior to December 31,
2001, under circumstances described in Section 4(a) of this Agreement, the
special bonus payment scheduled for payment on such date shall be calculated on
the basis of the minimum amount of such bonus plus the extent to which the
Performance Criteria have been satisfied through the Termination Date, and
Company shall pay to Executive a pro rata portion of the amount so determined.
The pro rata portion of such amount to be paid to Executive shall be equal to
the fraction, whose numerator is the number of days elapsed between October 2,
2000, and the Termination Date, and whose denominator is 456.

         4.       TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER CERTAIN
CIRCUMSTANCES.

         (A)      INVOLUNTARY TERMINATION. In the event Executive's employment
is terminated under circumstances described below in this Section 4(a), Company
shall pay to Executive a termination allowance in an amount equal to:

                  (i)      the sum of the amounts determined by multiplying (A)
the excess, if any, of sixty and no/100 ($60) dollars over the Fair Market Value
of each Eligible Option Share on the date Executive exercised the related
Eligible Option, by (B) the number of Eligible Option Shares; plus


                                      -4-
<PAGE>

                  (ii)     the amount, if any, by which

                           (A)      the sum of (x) the amount determined by
                  multiplying (A) the excess of sixty and no/100 ($60) dollars
                  over the exercise price of each grant of Eligible Options by
                  (B) the number of Eligible Options granted to Executive in
                  each such grant, plus (y) interest credited on such amount
                  from January 1, 2002 through the date Executive's employment
                  terminated under circumstances described in this Section 4(a),
                  compounded quarterly, at a rate equal to the rate paid on ten
                  (10) year United States Treasury obligations as of the last
                  day of each calendar quarter (for the preceding quarter);

                           exceeds

                           (B)      the sum of (x) the amount payable pursuant
                  to clause (i) of this Section 4(a), plus (y) the sum of the
                  amounts determined by multiplying the Fair Market Value of
                  each Eligible Option Share on the date Executive exercised the
                  related Eligible Option by the number of such Eligible Option
                  Shares; plus

                  (iii) the standard or target award applicable to Executive
under his employer's short term bonus plan for the year in which Executive's
termination of employment occurs, multiplied by the greater of (A) 100% or (B)
the percentage which would be payable under the bonus plan based on actual
performance results as of the most recently completed calendar quarter, in
either case pro rated to the Termination Date. The amount described in this item
(iii) shall offset (dollar for dollar) any obligation of Cingular, Company or
any Affiliate may have under the short term bonus plan to Executive, but
Executive shall in no event be required to repay any such amount should, for
example, the amount(s) so paid exceed the amount to which Executive would
otherwise have become entitled under the bonus plan.

         Executive's employment shall be deemed to have been terminated under
circumstances described in this Section 4(a) only if: (A) Executive's employment
is terminated on or prior to December 31, 2003, (x) by Cingular, Company or an
Affiliate other than for Cause, or (y) by Executive for Good Reason; and (B)
Executive executes a release satisfying the terms of Section 7 of this
Agreement. For purposes of this Section 4(a), Executive's employment shall not
be deemed to have terminated by reason of the fact that Executive has become
employed by an Affiliate; provided that, the employment of Executive by an
Affiliate may, depending on the facts and circumstances of such employment,
nevertheless qualify as Good Reason under this Agreement.

         (B)      VOLUNTARY TERMINATION. In the event Executive's employment is
terminated under circumstances described below in this Section 4(b), Company
shall pay to Executive a termination allowance in an amount equal to:

                  (i)      the sum of the amounts determined by multiplying (A)
the excess, if any, of sixty and no/100 ($60) dollars over the Fair Market Value
of each Eligible Option Share on the date Executive exercised the related
Eligible Option, by (B) the number of Eligible Option Shares; plus


                                      -5-
<PAGE>

                  (ii)     the amount, if any, by which

                           (A)      the sum of (x) the amount determined by
                  multiplying (A) the excess of sixty and no/100 ($60) dollars
                  over the exercise price of each grant of Eligible Options by
                  (B) the number of Eligible Options granted to Executive in
                  each such grant, plus (y) interest credited on such amount
                  from January 1, 2002 through December 31, 2003, compounded
                  quarterly, at a rate equal to the rate paid on ten (10) year
                  United States Treasury obligations as of the last day of each
                  calendar quarter (for the preceding quarter);

                           exceeds

                           (B)      the sum of (x) the amount payable pursuant
                  to clause (i) of this Section 4(b), plus (y) the sum of the
                  amounts determined by multiplying the Fair Market Value of
                  each Eligible Option Share on the date Executive exercised the
                  related Eligible Option by the number of such Eligible Option
                  Shares; plus

                  (iii)    the standard award applicable to Executive under his
employer's short term bonus plan for the year in which Executive's termination
of employment occurs, multiplied by the greater of (A) 100% or (B) the
percentage which would be payable under the bonus plan based on actual
performance results as of the most recently completed calendar quarter, in
either case pro rated to the Termination Date. The amount described in this item
(iii) shall offset (dollar for dollar) any obligation of Cingular, Company or
any Affiliate may have under the short term bonus plan to Executive, but
Executive shall in no event be required to repay any such amount should, for
example, the amount so paid exceed the amount to which Executive would otherwise
have become entitled under the bonus plan.

         Executive's employment shall be deemed to have been terminated under
circumstances described in this Section 4(b) only if (A) Executive's employment
is not terminated under circumstances described in Section 4(a), (B) Executive's
employment is not terminated prior to the date described in item (C) next
following, (C) Executive notifies Company in writing of his intent to terminate
employment under the terms of this Section 4(b) during the period commencing on
November 1, 2003 and ending on November 30, 2003, and actually terminates
employment on December 31, 2003, and (D) Executive executes a release satisfying
the terms of Section 7 of this Agreement. For purposes of this Section 4(b),
Executive's employment shall not be deemed to have terminated by reason of the
fact that Executive has become employed by an Affiliate; provided that the
employment of Executive by an Affiliate may, depending on the facts and
circumstances, nevertheless qualify as Good Reason under this Agreement.

         (C)      ADDITIONAL TERMINATION ALLOWANCE. If, in circumstances
described in either Section 4(a) or 4(b) above, Executive shall have first
notified Company of his interest in returning to Company, and Company shall have
failed to offer to Executive employment with Company in a comparable position,
then, in addition to the amount payable to Executive pursuant to Section 4(a) or
4(b) above, as the case may be, Company shall pay to Executive as part of his
termination allowance the sum of two million and no/100 ($2,000,000.00) dollars.


                                      -6-
<PAGE>

         Notwithstanding the foregoing, Company shall have no obligation under
this Section 4(c) unless Executive provides the notification to Company of his
interest in returning to Company (A) in circumstances described in Section 4(a),
by the Termination Date (or within thirty (30) days following notification to
Executive of the proposed termination or event(s) giving rise to the
termination, if later); or (ii) in circumstances described in Section 4(b), by
December 1, 2003. Company shall have a period of no less than sixty (60) days
following such notification to offer to Executive a comparable position.

         For purposes of this Section 4(c), a "comparable" position shall mean a
position (i) providing Base Salary and a standard or target short term bonus no
less than those provided to Executive immediately prior to his return Company
(and disregarding any previous diminution in such amounts which did or would
have constituted Good Reason under this Agreement); (ii) reporting to Company's
Chief Executive Officer; (iii) providing types and amounts of other compensation
and benefits comparable to those provided to other similarly situated Company
officers; and (iv) not requiring relocation outside the Atlanta, Georgia,
metropolitan area.

         (D)      PAYMENTS. The payment(s) described in Sections (a), (b) and
(c) of this Section 4 shall be reduced by all applicable withholdings. The
amounts described in Section (a) and (b) of this Section 4, if any, shall be
made in a single lump sum payment as soon as administratively practicable
following Executive's termination of employment under circumstances entitling
him to such payment. The amount described in Section (c) of this Section 4, if
any, shall be made in a single lump sum payment as soon as administratively
practicable after Executive's entitlement to such payment has been established.

         (E)      VESTING OF EXECUTIVE BENEFITS. Upon a Change in Control, or in
the event Executive's employment is terminated under circumstances described in
Section 4(a) or 4(b), all benefits of Executive under the BellSouth Corporation
Nonqualified Deferred Compensation Plan, the BellSouth Nonqualified Deferred
Income Plan, the BellSouth Corporation Supplemental Executive Retirement Plan,
the BellSouth Split-Dollar Life Insurance Plan, and the BellSouth Supplemental
Life Insurance Plan shall be determined as if Executive, upon his termination of
employment, had been eligible for a service pension under the terms and
conditions of the BellSouth Personal Retirement Account Pension Plan.

         (F)      EXERCISABILITY OF CERTAIN STOCK OPTIONS. If Executive's
employment with Company terminates under the circumstances specified in Sections
4(a), 4(b) or 19, Executive's Termination Date shall be no earlier than the
earliest date, after Executive has been given notice that his employment is
being terminated, on which Executive has the opportunity to exercise Vested
Options, but in no event less than fourteen (14) days after such notice has been
given; provided, however, that in no event shall any such Vested Option remain
exercisable after the date on which it would have expired if Executive had
remained employed by Company.

         (G)      TRANSFERRED STOCK OPTIONS. For purposes of this Agreement, to
the extent Executive has transferred stock options pursuant to the terms of the
plan(s) and agreement(s) under which such options were granted, the
transferee(s) of such stock options shall be substituted for Executive under
this Agreement with respect to any exercise or continued holding


                                      -7-
<PAGE>

of such transferred options by the transferee thereof and corresponding amounts
of cash payments and replacement options attributable to the stock options
transferred to such transferee(s).

         5.       CHANGE IN CONTROL. In the event of a Change in Control,
Company shall pay to Executive an amount equal to

                  (i)      the sum of the amount determined by multiplying (A)
the excess, if any, of sixty and no/100 ($60) dollars over the Fair Market Value
of each Eligible Option Share on the date Executive exercised the related
Eligible Option, by (B) the number of Eligible Option Shares; plus

                  (ii)     the amount, if any, by which

                           (A)      the sum of (x) the amount determined by
         multiplying (A) the excess of sixty and no/100 ($60) dollars over the
         exercise price of each grant of Eligible Options by (B) the number of
         Eligible Options granted to Executive in each such grant, plus (y)
         interest credited on such amount from January 1, 2002 through the date
         of the occurrence of the Change in Control, compounded quarterly, at a
         rate equal to the rate paid on ten (10) year United States Treasury
         obligations as of the last day of each calendar quarter (for the
         preceding quarter);

                           exceeds

                           (B)      the sum of (x) the amount payable pursuant
         to clause (i) of this Section 5, plus (y) the sum of the amounts
         determined by multiplying the Fair Market Value of each Eligible Option
         Share on the date Executive exercised the related Eligible Option by
         the number of such Eligible Option Shares.

         6.       DEATH OR DISABILITY OF EXECUTIVE. If Executive should die or
become disabled at any time prior to December 31, 2003, while employed by
Cingular, Company or an Affiliate, Company shall pay to Executive or Executive's
estate, as the case may be, an amount equal to

                  (i)      the sum of the amounts determined by multiplying (A)
the excess of sixty and no/100 ($60) dollars over the Fair Market Value of each
Eligible Option Share on the date Executive (or an authorized representative of
Executive or his estate) exercised the related Eligible Option, by (B) the
number of Eligible Option Shares; plus

                  (ii)     the amount, if any, by which

                           (A)      the sum of (x) the amount determined by
         multiplying (A) the excess of sixty and no/100 ($60) dollars over the
         exercise price of each grant of Eligible Options by (B) the number of
         Eligible Options granted to Executive in each such grant, plus (y)
         interest credited on such amount from January 1, 2002 through the date
         of Executive's death or disability, compounded quarterly, at a rate
         equal to the rate paid on


                                      -8-
<PAGE>

         ten (10) year United States Treasury obligations as of the last day of
         each calendar quarter (for the preceding quarter);

                           exceeds

                           (B)      the sum of (x) the amount payable pursuant
         to clause (i) of this Section 6, plus (y) the sum of the amounts
         determined by multiplying the Fair Market Value of each Eligible Option
         Share on the date Executive exercised the related Eligible Option by
         the number of such Eligible Option Shares.

         The payment described in this Section 6 shall be reduced by all
applicable withholdings and shall be made in a single lump sum payment as soon
as administratively practicable following the expiration of the ninety (90) day
period following the date Executive's employment terminates by reason of death
or disability.

         For purposes of this Agreement, the terms "disability" and "disabled"
shall refer to a condition or circumstances under which Executive is eligible
for disability benefits under the BellSouth Corporation Long Term Disability
Plan or disability benefits under an alternative plan maintained by Executive's
employer which BellSouth determines to be comparable to such disability
benefits.

         7.       DISCHARGE AND WAIVER. Company's obligations under this
Agreement in the event Executive's employment is terminated under circumstances
described in Section 4(a), and Executive's entitlement to such benefits, are
expressly conditioned upon execution by Executive, upon termination of his
employment, of a release agreement substantially in the form of the release
agreement attached to this Agreement as Exhibit "B," which is incorporated
herein by this reference.

         8.       CONFIDENTIAL INFORMATION. Executive agrees to protect
Confidential Information. Executive will not use, except in connection with work
for Cingular, Company or Affiliates, threaten to use, disclose or threaten to
disclose, give or threaten to give to others any Confidential Information.

         9.       EMPLOYMENT WITH COMPETITORS. During the period of eighteen
(18) months after the Executive's employment is terminated for any reason,
Executive agrees not to provide Services to the extent described in Section 1(m)
within the Territory to any Person which provides products or services identical
to or similar to Cingular's, Company's or Affiliates' products and services,
whether as an employee, consultant, independent contractor, or otherwise.
Executive agrees that because of the widespread nature of the business, breach
of this Agreement by accepting competitive employment anywhere in this broad
Territory would irreparably injure Cingular, Company or their Affiliates and
that, therefore, a more limited geographic restriction is neither feasible nor
appropriate.

         10.      HIRING OR SOLICITATION OF COMPANY EMPLOYEES. During
Executive's employment and for a period of eighteen (18) months thereafter,
Executive will not hire or induce or attempt to induce or solicit to leave
employment with Cingular, Company or an


                                      -9-
<PAGE>

Affiliate, for himself or on behalf of any other Person, anyone who is or was,
during Executive's employment with Company, Cingular or an Affiliate, an
employee of Company, Cingular or an Affiliate. However, Executive may offer
employment on behalf of himself or on behalf of any company or entity to any
such employee whose employment has been terminated without any inducement or
attempted inducement or solicitation by Executive.

         11.      INTERPRETATION; SEVERABILITY OF INVALID PROVISIONS. Executive
acknowledges and agrees that the limitations described in this Agreement,
including specifically the limitations upon his activities, are reasonable in
scope, are necessary for the protection of Company's business and interests, and
form an essential part of the consideration for which this Agreement has been
entered into. It is the intention of the parties that the provisions of this
Agreement be enforced to the fullest extent permissible under applicable laws
and public policies. Nonetheless, the rights and restrictions contained in this
Agreement may be exercised and shall be applicable and binding only to the
extent they do not violate any applicable laws and are intended to be limited to
the extent necessary so that they will not render this Agreement illegal,
invalid or unenforceable. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions shall remain in full force and effect. The provisions of
this Agreement do not in any way limit or abridge Company's, Cingular's or any
Affiliate's rights under the laws of unfair competition, trade secret,
copyright, patent, trademark or any other applicable law(s), all of which are in
addition to and cumulative of Company's, Cingular's and such Affiliate's rights
under this Agreement. Executive agrees that the existence of any claim by
Executive against Company, Cingular or an Affiliate, whether predicated on this
Agreement or otherwise, shall not constitute a defense to enforcement by
Company, Cingular or an Affiliate of any or all of such provisions or covenants.

         12.      EMPLOYMENT RIGHTS. This Agreement does not constitute, and
should not be construed as, an employment contract. Employee acknowledges that
he is and shall remain an employee at will who may be terminated by Company,
Cingular or an Affiliate by whom he may be employed or to whom he may be
assigned from time to time, for any reason and at any time. Similarly, Employee
may resign for any reason at any time, subject to forfeiting benefits described
in this Agreement. Employee understands that he, like any other employee, has
been and will be subject to his employer's performance standards and
disciplinary rules.

         13.      RELIEF. The parties acknowledge that a breach or threatened
breach by Executive of any of the terms of this Agreement would result in
material and irreparable damage and injury to Company, Cingular, or an Affiliate
and that it would be difficult or impossible to establish the full monetary
value of such damage. Therefore, Company, Cingular or an Affiliate shall be
entitled to injunctive relief by a court of appropriate jurisdiction in the
event of Executive's breach or threatened breach of any of the terms contained
in this Agreement.

         In addition, upon any breach at any time of the restrictions contained
in Section 9 of this Agreement, Company shall provide Executive with written
notice of any such breach. If, within 30 days of Executive's receipt of such
written notice, Executive shall not have discontinued such breach, Executive
shall repay to Company (i) three hundred seventy-five thousand and no/100
($375,000.00) dollars (representing the special bonus payment previously made to
Executive pursuant to the Prior Agreement), plus (ii) an amount equal to the
special bonus payment made


                                      -10-
<PAGE>

pursuant to Section 3 of this Agreement, plus (iii) an amount equal to any
termination allowance described in Section 4 of this Agreement which was paid to
Executive. Upon any breach at any time of the restriction contained in Section
10 of this Agreement, Executive shall repay to Company the amounts described in
clauses (i), (ii) and (iii) of the preceding sentence. The parties agree that
this paragraph is not intended to and shall not operate as providing for
liquidated damages in lieu of the injunctive relief provided for in the
preceding paragraph.

         14.      AGREEMENT BINDING. This Agreement shall be binding upon and
inure to the benefit of Cingular, Company and their Affiliates, and their
successors, assignees, and designees, and Executive and Executive's heirs,
assignees, executors, administrators and personal representatives.

         15.      ENTIRE AGREEMENT; PREVIOUS AGREEMENT. Except as otherwise
specifically provided herein, this Agreement contains the entire agreement
between the parties and no statements, promises or inducements made by any party
hereto, or agent of either party, which are not contained in this Agreement
shall be valid or binding; provided, however, that the matters dealt with herein
supersede previous written agreements between the parties on the same subject
matters only to the extent such previous provisions are inconsistent with this
Agreement and other provisions in written agreements between the parties not
inconsistent with this Agreement are not affected. This Agreement may not be
enlarged, modified or altered except in writing signed by the parties.

         16.      NONWAIVER. The failure of Company to insist upon strict
performance of the terms of this Agreement, or to exercise any option herein,
shall not be construed as a waiver or a relinquishment for the future of such
term or option, but rather the same shall continue in full force and effect.

         17.      NOTICES. All notices, requests, demands and other
communications required or permitted by this Agreement or by any statute
relating to this Agreement shall be in writing and shall be deemed to have been
duly given if delivered or mailed, first-class, certified mail, postage prepaid,
addressed as follows:

                  To Company:               BellSouth Corporation
                                            Office of the General Counsel
                                            Suite 2002
                                            1155 Peachtree Street, N.E.
                                            Atlanta, Georgia 30309-3610


                                      -11-
<PAGE>

                  To Executive:             Mark L. Feidler
                                            796 Longwood Court
                                            Atlanta, Georgia  30305

                                            (or such other residence address of
                                            Executive reflected in Company's
                                            employment records from time to
                                            time)

         18.      POOLING OF INTERESTS ACCOUNTING TREATMENT. Notwithstanding
anything to the contrary in this Agreement, if the application of any
provision(s) of this Agreement would preclude the use of pooling of interests
accounting treatment with respect to a transaction for which such treatment
otherwise is available and to be adopted by the Company, Cingular or an
Affiliate and the failure to be able to use pooling of interests accounting
would materially and adversely affect the transaction or Company, Cingular or an
Affiliate, this Agreement shall be modified as it applies to such transaction,
to the minimum extent necessary to prevent such impact, including if necessary
the invalidation of such provisions (or the entire Agreement, as the case may
be). If the pooling of interests accounting rules require modification or
invalidation of one or more provisions of this Agreement as it applies to such
transaction, the adverse impact on the Executive shall, to the extent reasonably
possible, be proportionate to the adverse impact on other similarly situated
employees of the Company. The Board of Directors of the Company shall, in its
sole and absolute discretion, make all determinations necessary under this
subsection; provided, that determinations regarding the application of the
pooling of interests accounting rules for these purposes shall be made by the
Company, with the concurrence of the Company's independent auditors at the time
such determination is to be made.

         19.      NONDUPLICATION. Notwithstanding any other provisions of this
Agreement, if Executive becomes entitled to benefits under this Agreement and
under Article III of the CIC Agreement, (i) Executive shall be entitled to
either the severance benefits described in Article III(a) of the CIC Agreement
or a termination allowance under Section 4 of this Agreement, at Executive's
election, but not both, and (ii) Executive shall be entitled to either the
benefits described in Article III(d) of the CIC Agreement or under the
provisions of Section 4(e) of this Agreement, at Executive's election, but not
both. Except as otherwise specifically provided in this Section 19, both this
Agreement and the CIC Agreement shall continue in full force and effect, and
Article X(e) of the CIC Agreement shall be interpreted consistently herewith.

         20.      CERTAIN ADJUSTMENTS WITH RESPECT TO STOCK OPTIONS. In the
event that the administrator of the Amended and Restated BellSouth Corporation
Stock Plan effective April 24, 1995 as amended, or any successor plan (the
"Plan"), shall determine that any dividend or other distribution,
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects option shares under the Plan
such that an adjustment is appropriate in order to prevent dilution or
enlargement of the rights of Plan participants, and makes an adjustment to
option shares as contemplated in Section 10.6 of the Plan, an adjustment shall
be made in any amount payable pursuant to Sections 4(a)(i) and (ii), Sections
4(b)(i), Section 5, and Section 6 of this Agreement that as closely as
practicable, in Company's reasonable judgment, reflects the adjustments so made
by the Plan administrator.


                                      -12-
<PAGE>


         21.      NONDISCLOSURE. Executive shall not disclose the existence or
terms of this Agreement to any third party (excluding Executive's spouse and
children), except to receive advice of legal counsel, financial advisors or tax
advisors (who shall also be required to maintain its confidentiality) or to
comply with any statutory or common law duty; provided that these restrictions
on disclosure shall not apply to the extent that the existence of this Agreement
are disclosed by Company, Cingular or any Affiliate as part of its periodic
public filings and disclosures or otherwise.

         22.      COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.

         23.      GOVERNING LAW; CONSULTATION WITH COUNSEL. This Agreement shall
be construed under and governed by the laws of the State of Georgia. Executive
has been advised to consult with an attorney, acknowledges having had ample
opportunity to do so and fully understands the binding effect of this Agreement.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative, and Executive has executed this
Agreement, as of the date written above.

EXECUTIVE:                                BELLSOUTH CORPORATION:

/s/ Mark L. Feidler
--------------------------------          By: /s/ Richard D. Sibbernsen
Mark L. Feidler                              -----------------------------------
                                          Title: Vice-President, Human Resources
                                                --------------------------------


                                      -13-
<PAGE>

                                   EXHIBIT "A"


BELLSOUTH

International

Argentina (CRM - Buenos Aires) - Compania de Radiocomunicaciones Moviles, S.A.
Brazil (BCP - Sao Paulo; BSE - Northeast Region) - BCP S.A. & BSE S.A. (Region
10)
Chile (BellSouth Chile and BellSouth Comunicaciones - Valparaiso and
Santiago) - BellSouth Chile S.A. BellSouth Comunicaciones S.A.
Denmark (Sonofon - Nationwide) - Dansk Mobiltelefon I/S
Ecuador (Otecel -Nationwide) - Otecel S.A.
Germany (E-Plus - Nationwide) - E-Plus Mobilfunk GmbH
Guatemala - BellSouth Guatemala Limited S.C.A.
India (Skycell - Madras Region) - Skycell Communications Limited
Israel (Cellcom - Nationwide) - CellCom Israel Ltd.
Nicaragua (Telefonia Celular - Managua and the Pacific Coast)
         - Telefonia Celular de Nicaragua, S.A.
Panama (BSC - Nationwide) - BSC de Panama S.A.
Peru (Tele 2000 - Lima) - BellSouth Peru, S.A.
Uruguay (Abiatar - Coastal Corridor) - Abiatar S.A.
Venezuela (Telcel - Nationwide) - Telcel Celular C.A.


Mobile Systems

                                CELLULAR MARKETS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - MSAS AND RSAS                    COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
Alabama                 Anniston, AL                               Calhoun; Jefferson; St. Clair; Shelby; Walker; Colbert;
                        Birmingham, AL                             Lauderdale; Etowah; Limestone; Madison; Marshall; Baldwin;
                        Florence, AL                               Mobile; Tuscaloosa; Franklin; Marion; Winston; Morgan;
                        Gadsden, AL                                Lawrence; Jackson; Lamar; Fayette; Pickens; Sumter; Greene;
                        Huntsville, AL                             Hale; Cleburne; Talladega; Clay; Randolph; Washington;
                        Mobile, AL                                 Clarke; Monroe; Conecuh; and, Escambia.
                        Tuscaloosa, AL
                        AL 1(B1, B2 and B5) - Franklin
                        AL 2(B1) -Jackson
                        AL 3(B1) - Lamar
                        AL 5(B1) - Cleburne
                        AL 6 - Washington
----------------------------------------------------------------------------------------------------------------------------------
California              Los Angeles, CA                            Los Angeles; Orange; Riverside; and, San Bernardino
----------------------------------------------------------------------------------------------------------------------------------
Florida                 Daytona Beach, FL                          Volusia; Baker; Clay; Duval; Nassau; St. Johns; Dada;
                        Jacksonville, FL                           Broward; Brevard; Orange; Osceola; Seminole; Palm; Beach;
                        Miami, FL                                  Hendry; Glades; Okeechobee; Indiana River; Citrus; Sumter;
                        Melbourne-Titusville-Palm Bay, FL          Putnam; Flagler; and Monroe
                        Orlando, FL
</TABLE>


                                      A-1
<PAGE>
<TABLE>
<CAPTION>
STATE                    MARKETS - MSAS AND RSAS                   COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                        West Palm Beach-Boca Raton, FL.
                        FL 1(B2) - Collier
                        FL 2(B2 and B3) - Glades
                        FL 4(B2) - Citrus
                        FL 5(B1 and B3) - Putnam
                        FL 11(B1) - Monroe
----------------------------------------------------------------------------------------------------------------------------------
Georgia                 Athens, GA                                 Clarke; Jackson; Madison; Oconee; Butts; Cherokee; Clayton;
                        Atlanta, GA                                Cobb; DeKalb; Douglas; Fayette; Forsyth; Fulton; Gwinnett;
                        Macon-Warner Robins, GA                    Henry; Newton; Palding; Rockdale; Walton; Bibb; Houston;
                        GA 1 - Whitfield                           Jones; Peach; Twiggs; Whitfield; Murray; Gordon; Pickens;
                        GA 2(B1, B2 and B3) - Dawson               Gilmer; Fannin; Union; Towns; Dawson; Lumpkin; White;
                        GA 3 - Chattooga                           Habersham; Hall; Banks; Franklin; Stephens; Rabun; Barrow;
                        GA 4 (B1 and B3) - Jasper                  Chattooga; Floyd; Polk; Bartow; Jasper; Putnam; Morgan;
                        GA 5 (B1) - Haralson                       Greene; Oglethorpe; Elbert; Hart; Haralson; Carroll;
                        GA 6 (B4 and B5) - Spalding                Spalding; Lamar; Pike; Monroe; Crawford; Hancock; Baldwin;
                        GA 7- Hancock                              Wilkinson; Laurens; Washington; Johnson; Bleckley; Pulaski;
                        GA 10 - Bleckley                           Dodge; Wilcox; Telfair; Ben Hill; Turner; Irwin; Coffee; Jeff
                                                                   Davis; Wheeler; and, Montgomery
----------------------------------------------------------------------------------------------------------------------------------
Indiana                 Anderson, IN                               Madison; Monroe; Gibson; Lake; Porter; Henderson (KY); Posey;
                        Bloomington, IN                            Vanderburgh; Warrick; Boone; Hamilton; Hancock; Hendricks;
                        Gary, IN                                   Johnson; Marion; Morgan; Shelby; Howard; Tipton; Tippecanoe;
                        Evansville, IN                             Delaware; Clay; Sullivan; Vermillion; Vigo; Warren; Fountain;
                        Indianapolis, IN                           Montgomery; Parke; Putnam; Benton; Owen; Greene; Knox;
                        Kokomo, IN                                 Daviess; Martin; Pike; Dubois; Perry; Spencer; Brown;
                        Lafayette, IN                              Bartholomew; Lawrence; Jackson; Orange; Washington; Crawford;
                        Muncie, IN                                 Harrison; Decatur; Jennings; Ripley; Ohio; Switzerland;
                        Terre Haute, IN                            Jefferson; and, Scott
                        IN 5 - Warren
                        IN 7 - Owen
                        IN 8 - Brown
                        IN 9 - Decatur
----------------------------------------------------------------------------------------------------------------------------------
Kentucky                Lexington-Fayette, KY                      Bourbon; Clark; Fayette; Jessamine; Scott; Woodford; Bullitt;
                        Louisville, KY/IN                          Jefferson; Oldham; Clark (IN); Floyd (IN); Daviess; Fulton;
                        Owensboro, KY/IN                           Hickman; Carlisle; Ballard; McCracken; Graves; Marshall;
                        KY 1 - Fulton                              Calloway; Union; Webster; Hopkins; Crittenden; Livingston;
                        KY 2 - Union                               Caldwell; Lyon; Trigg; Meade; Breckinridge; Hancock; Ohio;
                        KY 3 - Meade                               Grayson; McLean; Muhlenberg; Butler; Edmondson; Todd; Logan
                        KY 6(B2) - Madison                         Warren; Simpson; Allen; Madison; Garrard; Boyle; Casey;
                        KY 7(B1 and B3) - Trimble                  Lincoln; Trimble; Henry; Franklin; Owen; Harrison; Shelby;
                        KY 8 - Mason                               Mason; Lewis; Fleming; Bath; Montgomery; Rowan; Bracken;
                        KY 9 - Elliott                             Robertson; Nicholas; Menifee; Elliott; Lawrence; Morgan;
                        KY 10 - Powell                             Magoffin; Johnson; Martin; Floyd; Pike; Powell; Estill;
                        KY 11 - Clay                               Wolfe; Lee; Jackson; Owsley; Breathhitt; Perry; Knott;
                                                                   Letcher; Clay; Leslie; Whitley; Knox; Bell; and, Harlan
----------------------------------------------------------------------------------------------------------------------------------
Louisiana               Baton Rouge, LA                            Parishes:  Ascension; East Baron Rouge; Livingston; West
                        Lafayette, LA                              Baton Rouge; Lafayette; St. Martin; Ouachita; Jefferson;
                        Monroe, LA                                 Orleans; St. Bernard; St. Tammany; Bossier; Caddo; Webster;
                        New Orleans, LA                            Beauregard; Allen; Evangeline; Avoyelles; St. Landry; Acadia;
                        Shreveport, LA                             Vermillion; Pointe Coupee; Iberville; Iberia; St. Mary;
                        LA 5(B2) - Beauregard                      Assumption; West Feliciana; East Feliciana; St. Helena;
                        LA 6(B1 and B2) - Iberville                Tangipahoa; Washington; St. James; St. Charles; St. John the
                        LA 7 - West Feliciana                      Baptist; and Plaquemines
</TABLE>


                                      A-2
<PAGE>
<TABLE>
<CAPTION>
STATE                    MARKETS - MSAS AND RSAS                   COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                        LA 8 - St. James
                        LA 9 - Plaquemines
----------------------------------------------------------------------------------------------------------------------------------
Mississippi             Jackson, MS                                Hinds; Madison; Rankin; Tunica; Tate; Marshall; Benton;
                        MS 1(B1) - Tunica                          Tippah; Alcorn; Tishomingo; Prentiss; Union; Pontotoc; Lee;
                        MS 2 - Benton                              Itawamba; Carroll; Holmes; Yalobusha; Granada; Calhoun;
                        MS 3 (B2) - Bolivar                        Chickasaw; Clay; Monroe; Warren; Montgomery; Attala; Leake;
                        MS 4(B1 and B2) - Yalobusha                Neshoba; Kemper; Scott; Newton; Lauderdale; Claiborne;
                        MS 5 (B2) - Washington                     Copiah; Simpson; Lawrence; Jefferson Davis; Smith; Jasper;
                        MS 6 (B1) - Montgomery                     and, Clarke
                        MS 7 (B1 and B2) - Leake
                        MS 8(B2) - Claiborne
                        MS 9 (B1) - Copiah
                        MS 10 (B2) - Smith
----------------------------------------------------------------------------------------------------------------------------------
Pennsylvania            Pittsburgh, PA                             Allegheny; Beaver; Washington; and, Westmoreland
----------------------------------------------------------------------------------------------------------------------------------
South Carolina          Columbia, SC                               Lexington; Richland; and, Florence
                        Florence, SC
----------------------------------------------------------------------------------------------------------------------------------
Tennessee               Chattanooga, TN/GA                         Hamilton; Marion; Sequatchie; Catoosa (GA); Dade (GA); Walker
                        Clarksville-Hopkinsville, TN/KY            (GA); Christian (KY); Montgomery; Shelby; Tipton; Crittenden
                        Memphis, TN/AR/MS                          (AR); De Soto (MS); Cheatham; Davidson; Dickson; Robertson;
                        Nashville-Davidson, TN                     Rutherford; Sumner; Williamson; Wilson; Lauderdale; Crockett;
                        TN 1(B1 and B4) - Lake                     Gibson; Carroll; Benton; Stewart; Houston; Humphreys;
                        TN 5(B1, B2 and B3) - Fayette              Fayette; Haywood; Madison; Hardeman; Chester; Henderson;
                        TN 6 - Giles                               McNairy; Hardin; Decatur; Perry; Wayne; Hickman; Lewis;
                        TN 7(B1 and B2) - Bledsoe                  Lawrence; Giles; Marshall; Lincoln; Moore; Bedford; Franklin;
                        TN 9 - Maury                               Rhea; Meigs; Bradley; and, Maury
----------------------------------------------------------------------------------------------------------------------------------
Texas                   Bryan-College Station, TX                  Brazos; Galveston; Brazona; Fort Bend; Harris; Liberty;
                        Galveston-Texas City, TX                   Montgomery; Waller; Newton; Jasper; Tyler; Polk; San
                        Houston, TX                                Jancinto; Walker; Grimes; Madison; Houston; and, Trinity
                        TX 17 - Newton
----------------------------------------------------------------------------------------------------------------------------------

                                                        PCS MARKETS

<CAPTION>

----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - BTAS                             COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
Alabama                 Dothan-Enterprise, AL                      Coffee; Dale; Geneva; Henry; Houston; Cherokee; DeKalb;
                        Gadsden, AL                                Etowah; Autauga; Bullock; Butler; Covington; Crenshaw;
                        Montgomery, AL                             Elmore; Lowndes; Macon; Montgomery; Pike; Chambers; Lee;
                        Opelika-Auburn, AL                         Dallas; Perry; and, Wilcox
                        Selma, AL
----------------------------------------------------------------------------------------------------------------------------------
Florida                 Ft. Myers, FL                              Charlotte; Glades; Hendry; Lee; Indian River; Martin; St.
                        Ft. Pierce-Vero Beach-Stuart, FL           Lucie; Okalossa; Walton; Alachua; Bradford; Dixie;
                        Ft. Walton Beach, FL                       Gilchrist; Levy; Union; Allen; Beauregard; Calcasieu;
                        Gainesville, FL                            Cameron; Jefferson Davis; Polk; Collier; Marion; Bay;
                        Lake Charles, FL                           Gulf; Holmes; Washington; Escambia; Santa Rosa; DeSoto;
                        Lakeland-Winter Haven, FL                  Manatee; Sarasota; Calhoun; Franklin; Gadsden; Jackson;
                        Naples, FL                                 Jefferson; Leon; Liberty; Madison;; Taylor; Wakulla;
                        Ocala, FL                                  Grady; Thomas; Citrus; Hardee; Hernando; Highlands; Pasco;
                        Panama City, FL                            Pinellas; and, Hillsborough
                        Pensacola, FL
                        Sarasota-Bradenton, FL
</TABLE>


                                      A-3
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - BTAS                             COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                        Tallahassee, FL
                        Tampa-St. Petersburg-Clearwater, FL
----------------------------------------------------------------------------------------------------------------------------------
Georgia                 Albany-Tifton, GA                          Jeff Baker; Calhoun; Clay; Colquitt; Decatur; Dougherty;
                        Augusta, GA                                Early; Irwin; Lee; Miller; Mitchell; Randolph; Seminole;
                        Brunswick, GA                              Terrell; Tift; Turner; Worth; Burke; Columbia; Glascock;
                        Columbus, GA                               Jefferson; Jenkins; Lincoln; McDuffie; Richmond;
                        LaGrange, GA                               Taliaferro; Warren; Wilkes; Aiken; Allendale; Barnwell;
                        Savannah, GA                               Edgefield; Glynn; McIntosh; Barbour; Russell;
                        Valdosta, GA                               Chattahoochee; Harris; Marion; Muscogee; Quitman; Schley;
                        Waycross, GA                               Stewart; Sumter; Talbot; Webster; Heard; Troup; Appling;
                                                                   Bryan; Bulloch; Candler; Chatham; Effingham; Emanuel;
                                                                   Evans; Jeff Davis; Liberty; Long; Montgomery; Screven;
                                                                   Tattnall; Toombs; Wayne; Beaufort; Hampton; Jasper; Atkinson;
                                                                   Berrien; Brooks; Clinch; Cook; Echols; Lanier; Lowndes; Bacon;
                                                                   Brantley; Coffee; Pierce; and, Ware.
----------------------------------------------------------------------------------------------------------------------------------
Kentucky                Middlesboro-Harlan, KY                     Bell; Harlan; Letcher; and, Claiborne
----------------------------------------------------------------------------------------------------------------------------------
Louisiana               Alexandria, LA                             Avoyelles; Grant; La Salle; Rapides; Vernon; Winn;
                        Houma-Thibodaux, LA                        Assumption; Lafourche; St. Mary; Terrebonne; Ashley;
                        Monroe, LA                                 Caldwell; Catahoula; East Carroll; Franklin; Madison;
                        Shreveport, LA                             Morehouse; Ouachita; Richland; Tensas; Union; West
                                                                   Carroll; Bienville; Bossier; Caddo; Claiborne; De Soto;
                                                                   Jackson; Lincoln; Natchitoches; Red River; Sabine;
                                                                   Webster; and, Shelby
----------------------------------------------------------------------------------------------------------------------------------
Mississippi             Biloxi-Gulfport-Pascagoula, MS             George; Hancock; Harrison; Jackson; Stone; Lamar; Choctaw;
                        Columbus-Starkville, MS                    Clay; Lowndes; Noxubee; Oktibbeha; Webster; Chicot;
                        Greenville-Greenwood, MS                   Bolivar; Carroll; Issaquena; Leflore; Sharkey; Sunflower;
                        Hattiesburg, MS                            Washington; Covington; Forrest; Greene; Marion; Perry;
                        McComb-Brookhaven, MS                      Amite; Lawrence; Lincoln; Pike; Walthall; Concordia;
                        Natchez, MS                                Adams; Franklin; and, Jefferson
----------------------------------------------------------------------------------------------------------------------------------
North Carolina          Ashville-Hendersonville, NC                Avery; Buncombe; Cherokee; Clay; Graham; Haywood;
                        Burlington, NC                             Henderson; Jackson; McDowell; Macon; Madison; Mitchell;
                        Charlotte-Gastonia, NC                     Swain; Transylvania; Yancey; Alamance; Anson; Cabarrus;
                        Fayetteville-Lumberton, NC                 Cleveland; Gaston; Iredell; Lincoln; Mecklenburg;
                        Goldsboro-Kinston, NC                      Richmond; Rowan; Rutherford; Stanley; Union; Chester;
                        Greensboro-Winston-Salem-Highpoint, NC     Chesterfield; Lancaster; Marlboro; York; Bladen;
                        Hickory-Lenoir-Morganton, NC               Cumberland; Hoke; Moore; Robeson; Sampson; Scotland;
                        Jacksonville, NC                           Duplin; Greene; Lenoir; Wayne; Alleghany; Ashe; Davidson;
                        New Bern, NC                               Davie; Forsyth; Guilford; Montgomery; Randolph;
                        Raleigh-Durham, NC                         Rockingham; Stokes; Surry; Watauga; Wilkes; Yadkin;
                        Roanoke Rapids, NC                         Alexander; Burke; Caldwell; Catawba; Onslow; Carteret;
                        Rocky Mount-Wilson, NC                     Craven; Jones; Bern; Pamlico; Chatam; Durham; Franklin;
                        Wilmington, NC                             Granville; Harnett; Johnston; Lee; Orange; Person; Vance;
                                                                   Wake; Warren; Halifax; Northampton; Edgecombe; Nash;
                                                                   Wilson; Brunswick; Columbus; New Hanover; and, Pender
----------------------------------------------------------------------------------------------------------------------------------
South Carolina          Anderson, SC                               Henry; Madison; Berkeley; Charleston; Colleton;
                        Charleston, SC                             Dorchester; Georgetown; Williamsburg; Fairfield; Kershaw;
                        Columbia, SC                               Lexington; Newberry; Richland; Saluda; Darlington; Dillon;
                        Florence, SC                               Florence; Marion; Polk; Cherokee; Greenville; Laurens;
                        Greenville-Spartanburg, SC                 Pickens; Spartanburg; Union; Greenwood; McCormick; Horry;
                        Greenwood, SC                              Bamberg; Calhoun; Orangeburg; Clarendon; Lee; and, Sumter;
                        Myrtle Beach, SC
</TABLE>

                                      A-4
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - BTAS                             COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                        Orangeburg, SC
                        Sumter, SC
----------------------------------------------------------------------------------------------------------------------------------
Tennessee               Dyersburg-Union City, TN                   Fulton; Dyer; Lake; Obion; Weakley Carter; Greene;
                        Kingsport, TN-Johnson City, TN-Bristol,    Hawkins; Johnson; Sullivan; Unicoi; Washington; Dickenson;
                        VA/TN                                      Lee; Russell; Scott; Smyth; Wise; Bristol; Norton;
                        Knoxville, TN                              Anderson; Blount; Campbell; Cocke; Cumberland; Grainger;
                                                                   Hamblen; Hancock; Jefferson; Knox; Loudon; McMinn; Monroe;
                                                                   Morgan; Roane; Scott; Sevier; and, Union
----------------------------------------------------------------------------------------------------------------------------------



SBC

Mobile Systems
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - MSAS AND RSAS                    COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
Arkansas                AR1, AR2, AR3, AR4, AR5, AR6,              Calhoun; Ouachita; Union; Madison; Benton; Washington;
                        AR7, AR8, AR10, AR12                       Franklin; Logan; Scott; Crawford; Sebastian; Boone;
                        Fayetteville, Ft. Smith, Little Rock,      Carroll; Newton; Marion; Searcy; Garland; Hot Spring;
                        Pine Bluff                                 Lawrence; Randolph; Craighead; Greene; Poinsett; Clark;
                                                                   Dallas; Grant; Baxter; Izard; Stone; Independence;
                                                                   Jackson; Sharp; Arkansas; Monroe; Cleburne; Prairie; White;
                                                                   Woodruff; Conway; Perry; Van Buren; Faulkner; Lonoke; Pulaski;
                                                                   Saline; Bradley; Cleveland; Desha; Drew; Lincoln; Jefferson;
                                                                   Pope; Yell; Johnson; Chicot; Mississippi; Cross; Lee; Phillips;
                                                                   Fulton; St.Francis Clay; and Ashley
----------------------------------------------------------------------------------------------------------------------------------
Arizona                 AZ1                                        Mohave
----------------------------------------------------------------------------------------------------------------------------------
California              CA1, CA2, CA3, CA4, CA5, CA6, CA7, CA8,    Glenn; Butte; Del Norte; Humboldt; Madera; Kern; Imperial;
                        CA9, CA10, CA11, CA12                      Fresno; Mariposa; Merced; Tuolumne; Stanislaus; Monterey;
                        Bakersfield, Chico, Fresno, Los Angeles,   San Luis Obispo; Siskiyou; Trinity; Tehama; Shasta;
                        Modesto, Oxnard, Salinas, Redding,         Alpine; Mono; Nevada; Sierra; El Dorado; Lassen; Plumas;
                        Sacramento,                                Amador; Colusa; Placer; Sacramento; Yolo; San Benito;
                        San Diego, San Francisco,                  Lake; Mendocino; Alameda; Contra Costa; Marin; San
                        San Jose, Santa Barbara,                   Francisco; San Mateo; Santa Clara; Santa; Cruz; Sonoma;
                        Santa Cruz, Santa Rosa, Vallejo,           Napa; Solano; Calaveras; San Joaquin; Kings; Tulare;
                        Stockton, Visalia, Yuba City               Sutter; Yuba; Inyo; Los Angeles; Orange; Riverside; San
                                                                   Bernardino; Ventura; Santa Barbara; and San Diego
----------------------------------------------------------------------------------------------------------------------------------
Connecticut             CT1, CT2                                   Hartford; Middlesex; Tolland; Litchfield; New Haven;
                        Bridgeport, Hartford, New Haven, New       Windham; New London; and Fairfield
                        London

----------------------------------------------------------------------------------------------------------------------------------
District of Columbia    Washington                                 District of Columbia
----------------------------------------------------------------------------------------------------------------------------------
Delaware                DE1                                        Kent, Sussex, New Castle
                        Wilmington
----------------------------------------------------------------------------------------------------------------------------------
Hawaii                  HI1                                        Kauai
----------------------------------------------------------------------------------------------------------------------------------
Illinois                IL2, IL4, IL5, IL6, IL7, IL9               McLean; Livingston; De Witt; Logan; Champaign; Ford; Pike;
                        Bloomington, Champaign, Aurora, Chicago,   Kendall; Cook; DuPage; Kane; Lake; McKenry; Will; Grundy;
                        Joliet, Decatur, Kankakee,                 Macon; Moultrie; Effingham; Fayette;
</TABLE>

                                      A-5
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - MSAS AND RSAS                    COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                        Springfield, St. Louis                     Shelby; Cass; Greene; Morgan; Scott; Iroquois; Kankakee; Bureau;
                                                                   La Salle; Putnam; Marshall; Stark; Mason; Christian; Montgomery;
                                                                   Menard; Sangamon; Clark; Crawford; Edgar; Lawrence;
                                                                   Marion; Adams; Brown; Piatt; Calhoun; Macoupin; Bond;
                                                                   Clinton; Madison; Monroe; and St. Clair
----------------------------------------------------------------------------------------------------------------------------------
Indiana                 IN1, IN3, IN4, IN5, IN6, IN7, IN8, IN9     Lake; Porter; Madison; Henry; Monroe; Greene; Owen;
                        Gary, Anderson, Bloomington,               Lawrence; Orange; Bartholomew; Brown; Jackson; Jennings;
                        Indianapolis, Kokomo, Lafayette,           Putnam; Rush; Decatur; Boone; Hamilton; Hancock;
                        Muncie, Terre Haute, Cincinnati            Hendricks; Johnson; Marion; Morgan; Shelby; Pulaski; Cass;
                                                                   Miami; Howard;  Tipton; White; Carroll; Clinton; Benton;
                                                                   Montgomery; Tippecanoe; Grant; Wabash; Blackford; Jay;
                                                                   Randolph; Delaware; Fayette; Union; Wayne; Parke; Clay;
                                                                   Sullivan; Vermillion;Vigo; Daviess; Knox; Martin; and
                                                                   Dearborn
----------------------------------------------------------------------------------------------------------------------------------
Kansas                  KS5, KS10, KS15                            Cherokee; Johnson; Wyandotte; Atchison; Leavenworth;
                        Kansas City, Lawrence, Topeka, Wichita     Douglas; Allen; Crawford; Doniphan; Jefferson; Osage;
                                                                   Shawnee; Chautauqua; Montgomery; Wilson; Butler; and
                                                                   Sedgwick
----------------------------------------------------------------------------------------------------------------------------------
Kentucky                KY7                                        Boone; Campbell; Kenton; Gallatin; Grant; and Pendleton
                        Cincinnati
----------------------------------------------------------------------------------------------------------------------------------
Louisiana               LA6, LA7, LA8, LA9                         Ascension; E. Baton Rouge; Livingston; W. Baton Rouge;
                        Baton Rouge, Houma, New Orleans            Iberville; St. Helena; Tangipahoa; Lafourche; Terebonne;
                                                                   Assumption; St. Mary; Iberia; St. Charles; St. James; St.
                                                                   John-Baptist; Plaqemines; Jefferson; Orleans; St. Bernard;
                                                                   and St. Tammany
----------------------------------------------------------------------------------------------------------------------------------
Maryland                MD2                                        Anne Arundel; Baltimore City; Baltimore County; Carroll;
                        Baltimore, Washington, Wilmington          Hartford; Howard; Charles; Montgomery; Prince George's;
                                                                   Caroline; and Cecil
----------------------------------------------------------------------------------------------------------------------------------
Massachusetts           MA1, MA2                                   Essex; Middlesex; Norfolk; Plymouth; Suffolk; Barnstable;
                        Boston, Pittsfield, New Bedford,           Dukes; Nantucket; Berkshire; Bristol; Franklin; Hampden;
                        Springfield, Worcester                     Hampshire; and Worcester
----------------------------------------------------------------------------------------------------------------------------------
Michigan                MI5                                        Lapeer; Livingston; Macomb; Oakland; St. Clair; Washtenaw;
                        Detroit, Flint                             Wayne; Genesee; Shiawassee; Lake; Mason; Benzie; Lee
                                                                   Lanau; Manistee; Missaukee; Osceola; and Wexford
----------------------------------------------------------------------------------------------------------------------------------
Missouri                MO7, MO8, MO9, MO10, MO11, MO12, MO13,     Jasper; Newton; Barton; McDonald; Cass; Clay; Jackson;
                        MO14, MO15, MO16, MO18, MO19               Platte; Ray; Johnson; Lafayette; Saline; Bates; Henry;
                        Joplin, Kansas City, St. Joseph,           Vernon; Benton; Morgan; Cooper; Pettis; Andrew; Buchanan;
                        Columbia, Springfield, St. Louis           Pemiscot; Bollinger; Cape Girardeau; Perry; Mississippi;
                                                                   New Madrid; Scott; Boone; Howard; Montgomery; Cole;
                                                                   Miller; Moniteau; Osage; Callaway; Wayne; Butler; Dunklin;
                                                                   Stoddard; Dent; Maries; Phelps; Pulaski; Camden; Dallas;
                                                                   Hickory; Polk; Barry; Dade; Lawrence; Douglas; Stone;
                                                                   Taney; Laclede; Texas; Webster; Wright; Christian; Greene;
                                                                   Gasconade; Crawford; St. Francois; Ste. Genevieve;
                                                                   Washington; Madison; Lincoln; Warren; Franklin; Jefferson;
                                                                   St. Charles; and St. Louis
----------------------------------------------------------------------------------------------------------------------------------
Nevada                  NV1, NV2, NV3, NV4, NV5                    Clark; Esmeralda; Nye; Lincoln; Churchill; Humboldt;
                        Las Vegas, Reno                            Pershing; Elko; Eureka; Lander; Carson City; Douglas;
                                                                   Lyon; Storey; Mineral; and Washoe
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New Hampshire           Boston                                     Rockingham
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-6
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - MSAS AND RSAS                    COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
New Jersey              NJ2                                        Warren; Monmouth; Middlesex; Ocean; Atlantic; Cape May;
                        Allentown, Long Branch, New Brunswick,     Burlington; Camden; Goucester; Mercer; Cumberland; and
                        Atlantic City, Philadelphia, Trenton,      Salem
                        Vineland, Wilmington
----------------------------------------------------------------------------------------------------------------------------------
New York                NY1, NY4                                   Erie; Niagara; Seneca; Yates; Livingston; Monroe; Ontario;
                        Buffalo, Rochester, Albany, Glen Falls,    Orleans; Wayne; Albany; Montgomery; Rensselaer; Saratoga;
                        Syracuse, Utica                            Schenactady; Chenango; Schuyler; Warren; Washington;
                                                                   Tompkins; Cayuga; Cortland; Madison; Oneida; Oswego;
                                                                   Herkimer; Onondaga; Jefferson; Lewis; and St. Lawrence
----------------------------------------------------------------------------------------------------------------------------------

Ohio                    OH2, OH3, OH4, OH5, OH6, OH7, OH8, OH10,   Clermont; Hamilton; Warren; Butler; Adams; Brown; Clinton;
                        OH11                                       Highland; Greene; Miami; Montgomery; Preble; Darke; Logan;
                        Cincinnati, Hamilton, Dayton,              Mercer; Shelby; Champaign; Clark; Ashtabula; Carroll;
                        Springfield, Canton, Akron, Cleveland,     Stark; Coshocton; Tuscarawas; Portage; Summit; Cuyahoga;
                        Lorain, Mansfield, Youngstown, Columbus    Geauga; Lake; Medina; Lorain; Holmes; Wayne; Richland;
                                                                   Crawford; Ashland; Columbiana; Erie; Huron; Mahoning;
                                                                   Trumbull; Defiance; Fairfield; Franklin; Madison;
                                                                   Pickaway; Hocking; Union; Fayette; Perry; and Muskingum
----------------------------------------------------------------------------------------------------------------------------------
Oklahoma                OK3, OK4, OK6, OK9, OK10                   Ottawa; Le Flore; Sequoyah; Bryan; Atoka; Coal; Pontotoc;
                        Ft. Smith, Oklahoma City, Tulsa            Carter; Johnston; Love; Marshall; Murray; Latimer;
                                                                   Pittsburg; Lincoln; Logan; Garvin; Canadian; Cleveland;
                                                                   McClain; Oklahoma; Kay; Noble; Payne; Washington; Nowata;
                                                                   Haskell; Adair; Cherokee; McIntosh; Muskogee; Pawnee;
                                                                   Craig; Delaware; Hughes; Okmulgee; Creek; Mayes; Osage;
                                                                   Rogers; Tulsa; and Wagoner
----------------------------------------------------------------------------------------------------------------------------------
Pennsylvania            PA1, PA3, PA4, PA8, PA11, PA12             Erie; Crawford; Mercer; Carbon; Lehigh; Northampton;
                        Erie, Sharon, Allentown, Harrisburg,       Cumberland; Dauphin; Perry; Juniata; Mifflin; Lebanon;
                        Lancaster, Philadelphia, Reading, State    Lancaster; Bucks; Chester; Delaware; Montgomery;
                        College, Williamsport, York                Philadelphia; Schuylkill; Berks; Centre; Montour;
                                                                   Northumberland; Snyder; Union; Clinton; Sullivan;
                                                                   Lycoming; Adams; and York
----------------------------------------------------------------------------------------------------------------------------------
Rhode Island            RI1                                        Bristol; Kent; Providence; Washington; and Newport
                        Providence
----------------------------------------------------------------------------------------------------------------------------------
Texas                   TX6, TX7, TX9, TX10, TX11, TX15, TX18,     Callahan; Jones; Taylor; Eastland; Potter; Randall;
                        TX19, TX20                                 Collin; Dallas; DeWitt; Ellis; Hood; Johnson; Kaufman;
                        Abilene, Amarillo, Dallas, Killeen,        Parker; Rockwall; Tarrant; Wise; Henderson; Navarro; Van
                        Lubbock, Longview-Marsh, Midland,          Zandt; Cooke; Palo Pinto; Hopkins; Hunt; Erath; Somervell;
                        Odessa, Sherman, Tyler, Waco, Laredo,      Bell; Coryell; Milam; Lampassa; Lubbock; Gregg; Harrison;
                        McAllen, San Antonio, Brownsville,         Panola; Rusk; Camp; Marion; Morris; Upshur; Midland;
                        Corpus Christi                             Ector; Delta; Edwards; Grayson; Fannin; Cass; Anderson;
                                                                   Cherokee; Wood; Smith; Falls; Limestone; Bosque; Hill;
                                                                   McLennan; Jack; Montague; Bee; Refugio; Dimmit; Kinney;
                                                                   Maverick; Val Verde; Zavala; Webb; La Salle; Jim Hogg; Zapata;
                                                                   Hidalgo; Starr; Bexar; Comal; Guadalupe; Bandera; Freestone;
                                                                   Medina; Real; Uvalde; Atascosa; McMullen; Karnes; Wilson;
                                                                   Cameron Willacy; Nueces; San Patricio; Brooks;Duval; Jim
                                                                   Wells; Kenedy; Kleberg; Live Oak; and Aransas
----------------------------------------------------------------------------------------------------------------------------------
Virginia                VA10, VA11, VA12                           Page; Madison; Orange; Fredericksburg City; Spotsylvania;
                        Washington                                 King George; Westmoreland; Caroline; Arlington; Clarke;
                                                                   Fauquier; Frederick; Rappanhannock;
</TABLE>


                                      A-7
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
STATE                   MARKETS - MSAS AND RSAS                    COUNTIES
----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                                        <C>
                                                                   Winchester City; Culpeper; Stafford; Alexandria City; Fairfax;
                                                                   Loudoun; Manassas City; Manassas Park City; Prince William;
                                                                   Fairfax City; Falls Church City; Shenandoah; Warren; Accomoack;
                                                                   Mathews; Northampton; Louisa; Essex; King and Queen; King
                                                                   William; Lancaster; Middlesex; Northumberland; and Richmond
----------------------------------------------------------------------------------------------------------------------------------
West Virginia           WV4                                        Grant; Hampshire; Berkeley; Morgan; Hardy; Pendleton; and
                                                                   Jefferson
----------------------------------------------------------------------------------------------------------------------------------
Wisconsin               WI9                                        Kenosha; Fond du Lac; Rock; Walworth; Dane; Columbia;
                        Kenosha, Janesville, Madison, Milwaukee,   Milwaukee; Ozaukee; Washington; Waukesha; Racine; Dodge;
                        Racine, Sheboygan                          Jefferson; and Sheboygan
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      A-8

<PAGE>

                                   EXHIBIT "B"


                                RELEASE AGREEMENT

                  For and in consideration of payment of the amounts described
in Section 3 of the Agreement entered into on ___ day of ________, 2001, between
Mark L. Feidler ("Executive") and BellSouth Corporation ("Company"), upon
Executive's termination of employment under circumstances described in Sections
3(a) or 3(b) of such Agreement, Executive does hereby, for himself, his heirs,
executors, administrators, and assigns, release and forever discharge Company,
its affiliated and associated companies, and any employee, officer, director,
representative, agent, successor or assign of Company, and all persons acting
by, through and under or in concert with any of them (both in their personal and
official capacities), from any and all claims, demands, actions, causes of
action, remedies, suits, obligations, damages, losses, costs and expenses, of
whatever kind or nature, whether under common law, state law, federal law or
otherwise, including without limitation the Age Discrimination in Employment Act
of 1967, as amended, through the date of this Release Agreement, including
without limitation those arising from or in connection with the terms and
conditions of Executive's employment with Company, and affiliated and associated
companies, or the termination of Executive's employment; provided that this
Agreement shall not release any rights Executive may have to indemnification
under the bylaws or agreements of Company or any affiliate or associate of
Company, any rights Executive may have to directors and officers liability
insurance coverage, or any rights Executive may have to benefits in the ordinary
course under the Company's benefit plans. This release is not intended to affect
benefits to which Executive may be entitled under any pension, savings, health,
welfare or other benefit plan in which Executive is a participant.

                  Executive covenants and agrees not to make or file any claim,
demand or cause of action or seek any remedy of whatever nature, whether under
common law, state law, federal law or otherwise, including without limitation
the Age Discrimination in Employment Act of 1967, as amended, arising from or in
connection with the matters discharged and waived above.

                  Executive has been advised to consult with an attorney,
acknowledges having had ample opportunity to do so, and fully understands the
binding effect of this Release Agreement. Executive acknowledges that a copy of
this Release Agreement was provided to him on , for review and consideration for
up to twenty-two (22) days. Executive understands that this release may be
revoked by him within seven (7) days from the day of execution of this Release
Agreement.

                  Executive agrees that this Release Agreement shall be
construed under and governed by the laws of the State of Georgia.


<PAGE>

         Therefore, Executive now states that the only consideration for his
signing this Release Agreement is that described above; that no other promises
or agreements of any kind or nature have been made to, or with, him by Company
or its agents to cause him to sign this Release Agreement, and that Executive
fully understands the meaning and intent of this instrument.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized representative, and Executive has executed this
Agreement, as of this _____ day of ________________, ______.




COMPANY:                                     MARK L. FEIDLER:


----------------------------------           ---------------------------------
(Signature)                                  (Signature)

----------------------------------
(Name)

----------------------------------
(Title)


                                      B-2