<PAGE>
                                 [Form of Note]

                                     [Face]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

No.                                                                           $
CUSIP No. 079860AC6
ISIN No. US079860AC66
Common Code No. 013806551

                                          BELLSOUTH CORPORATION
                                $1,000,000,000 5% Notes due 2006

         BellSouth Corporation, a Georgia corporation (herein referred to as the
"COMPANY"), for value received, hereby promises to pay to  , or registered
assigns, the principal sum of   ($ ) Dollars on October 15, 2006, at the office
or agency of the Company in The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April
15, 2002, on said principal sum at the rate per annum specified in the title of
this Note, at said office or agency, in like coin or currency, from the most
recent Interest Payment Date to which interest on the Notes has been paid
preceding the date hereof (unless the date hereof is an Interest Payment Date to
which interest has been paid, in which case from the date hereof, or unless the
date hereof is prior to the first payment of interest, in which case from
October 25, 2001) until payment of said principal sum has been made or duly
provided for. The interest so payable on any Interest Payment Date, and
punctually paid or duly provided for, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or any predecessor Note) shall be registered at the close of business on the
April 1 prior to such April 15 or the October 1 prior to such October 15 (each
such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular
Record Date shall not be a business day (which shall be any day other than a
"Legal Holiday" as defined in said Indenture), in which event the business day
next preceding. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than 15 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         So long as this Note is registered in the name of Cede & Co., payments
of interest hereon shall be made in immediately available funds; otherwise,
payments of interest may be made at the option of the Company by check or draft
mailed to the address of the person entitled thereto at such address as shall
appear on the Note register.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth in this place.


<PAGE>

         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to
be signed by its President or one of its Vice Presidents and by its Treasurer,
an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of
his signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.

         Dated

                                                 BELLSOUTH CORPORATION

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:
         [Seal]


                                        2

<PAGE>

                     [Form of Certificate of Authentication]

         This is one of the Notes described in the within-mentioned Indenture.


                                             SUNTRUST BANK, as Trustee



                                             By:
                                                 -------------------------------
                                                 Authorized Signatory:


                                       3
<PAGE>

                                 [Form of Note]

                                    [Reverse]

                              BELLSOUTH CORPORATION

         This Note is one of a duly authorized series of Notes of the Company,
designated as set forth on the face hereof (including the Additional Notes
referred to below, herein referred to as the "NOTES"), initially limited to the
aggregate principal amount of $1,000,000,000, all issued or to be issued under
and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly
executed and delivered by the Company to SunTrust Bank, as trustee (herein
referred to as the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning
the registered holders or registered holder) of the Notes and the terms upon
which the Notes are to be authenticated and delivered.

         The Company may issue additional notes (the "ADDITIONAL NOTES") under
the Indenture having the same terms in all respects as the Notes (or in all
respects except for the payment of interest on the Notes (i) scheduled and paid
prior to the date of issuance of such Additional Notes or (ii) payable on the
first Interest Payment Date following such date of issuance). Such Additional
Notes shall be treated as part of the same series as the Notes for all purposes
under the Indenture and shall vote together with the Notes as part of the same
class.

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the outstanding
Notes, on behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also provides that the
Holders of not less than a majority in principal amount of the outstanding Notes
may waive certain past defaults and their consequences on behalf of the Holders
of all Notes. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

         The Indenture contains provisions setting forth certain conditions in
the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. At the office or agency of the Company designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged without a service charge for a like aggregate
principal amount of Notes of other authorized denominations having the same
maturity, interest rate, redemption provisions and original issue date.

         The Notes may be redeemed in whole at any time or in part from time to
time, at the election of the Company, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed,


                                       4
<PAGE>

or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined below) plus 15 basis
points, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to the redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated as of the second Business Day preceding the redemption date.

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life of such Notes.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if, after seeking at least five Reference Treasury Dealer
Quotations and excluding the highest and lowest Reference Treasury Dealer
Quotations, the Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such dealer another Primary Treasury Dealer and (2)
three other nationally recognized Primary Treasury Dealers selected by the
Company.

         "The Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.

         On or after the redemption date, interest will cease to accrue on the
Notes or any portion thereof called for redemption (unless the Company defaults
in the payment of the redemption price and accrued interest). On or before any
redemption date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price and accrued interest on the Notes
to be redeemed on such date.

         Notice of redemption will be given to the Holders of these Notes not
more than 60 nor fewer than 30 days prior to the date fixed for redemption.

         If fewer than all of the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof for redemption from the
outstanding Notes not previously called, pro rata or by lot or in such other
manner as the Company shall direct.


                                       5
<PAGE>

         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company designated for such purpose, a new Note or Notes
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in, and subject to the
limitations in, the Indenture. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

         The Company, the Trustee, any paying agent and any Note registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Note registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.


                                       6