EX-4B AMENDMENT NO. 2 TO RIGHTS AGREEMENT



 






BELLSOUTH CORPORATION




and




MELLON INVESTOR SERVICES LLC

Rights Agent




AMENDMENT NO. 2

Dated as of March 8, 2006




to




RIGHTS AGREEMENT

Dated November 22, 1999,

as amended by Amendment No. 1

Dated as of March 2, 2005




 









 





     This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of March 8, 2006
between BellSouth Corporation, a Georgia corporation (the “Company”), and Mellon Investor Services
LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”).



WITNESSETH:




     The Company and the Rights Agent (the “Parties”) entered into a Rights Agreement dated
November 22, 1999, which was amended by Amendment No. 1 thereto, dated as of March 2, 2005 (as
amended, the “Original Rights Agreement”). As of the date of this Amendment, the rights issued
pursuant to the Original Rights Agreement are redeemable. The Parties wish to amend the Original
Rights Agreement in the manner set forth below. The Company’s Board of Directors has approved this
Amendment and authorized its execution.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the Parties agree as follows:



     1. EFFECTIVENESS OF THIS AMENDMENT. This Amendment is executed pursuant to the first sentence
of Section 27 of the Original Rights Agreement. The Company, by its execution of this Amendment,
hereby directs the Rights Agent, pursuant to such sentence of Section 27, to execute this
Amendment. This Amendment shall take effect immediately upon the execution hereof by the Company
and the Rights Agent and the delivery of the certificate required pursuant to Section 27 of the
Original Rights Agreement.



     2. DEFINED TERMS. All capitalized terms used but not defined in this Amendment shall have the
meanings assigned to them in the Original Rights Agreement.



     3. NO OTHER PROVISIONS AFFECTED. Except to the extent expressly amended by this Amendment, all
of the provisions of the Original Rights Agreement shall remain in full force and effect,
unaffected by this Amendment.



     4. AMENDMENTS TO THE ORIGINAL RIGHTS AGREEMENT.



          4.1. Section 1 of the Original Rights Agreement is hereby amended by adding the following
definition immediately after the definition of “Final Expiration Date”:




“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as
of March 4, 2006 among the Company, AT&T Inc., a Delaware corporation, and
ABC Consolidation Corp., a Georgia corporation and a wholly-owned
Subsidiary of AT&T Inc., as it may be amended from time to time.



          4.2. Section 7(a) of the Original Rights Agreement is hereby deleted in its entirety and
replaced with the following:



 









 






Subject to Section 7(e) or as otherwise provided in this Rights Agreement,
the registered holder of any Right Certificate may exercise the Rights
evidenced thereby in whole at any time or in part from time to time after
the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed
(with such signature duly guaranteed), to the Rights Agent at the office
of the Rights Agent designated for such purposes together with payment of
the Purchase Price (defined below), or portion thereof, as applicable,
with respect to each Unit or Units (and/or other securities or property in
lieu thereof) as to which the Rights are exercised, subject to adjustment
as hereinafter provided, at or prior to the Close of Business on the
earlier of (i) the earlier of (x) December 11, 2009 or (y) immediately
prior to the Effective Time (as defined in the Merger Agreement) (the
earlier of (x) or (y), the “Final Expiration Date”), (ii) the date on
which the Rights are redeemed as provided in Section 23 (this date, the
“Expiration Date”) or (iii) the date on which the Rights are exchanged as
provided in Section 24.



     5. REFERENCES TO THE ORIGINAL RIGHTS AGREEMENT. All references in the Original Rights
Agreement, and the exhibits thereto, to the Rights Agreement or any specific provision thereof
(including references that use the terms “hereto” and “hereof”), as well as in the legends affixed
to certificates issued for Common Stock pursuant to Section 3(d) of the Original Rights Agreement,
shall, without any specific references expressly and individually to any of the foregoing
amendments, automatically be deemed references to the Original Rights Agreement or the applicable
specific provisions thereof (as the case may be) as amended by this Amendment, with the same force
and effect as if expressly and individually amended in that respect by this Amendment.



 









 





     IN WITNESS WHEREOF the Parties have caused this Amendment to be duly executed, and attested,
all as of the date and year first above written.



	 	 	 	 	 	 	 
	[ATTEST]	 	BELLSOUTH CORPORATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ Marcy A. Bass	 	By:	 	/s/ Pat Shannon
	 

	 	 
	 	 	 	 
	 

	 	Name: Marcy A. Bass
	 	 	 	Name: Pat Shannon
	 

	 	Title: Senior Corporate Counsel
&
Assistant Corporate Secretary
	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[ATTEST]	 	MELLON INVESTOR SERVICES LLC
	 
	 	 	 	 	 	 
	By:

	 	/s/ Gary D'Alessandro	 	By:	 	/s/ Jeffrey W. Zeller
	 

	 	 
	 	 	 	 
	 

	 	Name: Gary D'Alessandro
	 	 	 	Name: Jeffrey W. Zeller
	 

	 	Title: Vice President
	 	 	 	Title: Client Relationship Executive