<PAGE>
                                                                   EXHIBIT 2.1.1
                        SECOND AMENDMENT TO AMENDED AND
                 RESTATED CONTRIBUTION AND FORMATION AGREEMENT

     SECOND AMENDMENT TO AMENDED AND RESTATED CONTRIBUTION AND FORMATION
AGREEMENT, dated and effective as of March __, 2002 (the "Second Amendment"),
by and among BellSouth Corporation, a Georgia corporation ("BellSouth"), SBC
Communications Inc., a Delaware corporation ("SBC"), and Cingular Wireless LLC,
a Delaware limited liability company ("Cingular").

                              W I T N E S S E T H:

     WHEREAS, BellSouth and SBC entered into that certain Contribution and
Formation Agreement dated as of April 4, 2000, which was amended and restated
in its entirety as of October 2, 2000, and further amended by a First Amendment
(as so amended, the "Contribution Agreement");

     WHEREAS, pursuant to the terms of the Contribution Agreement, BellSouth
and SBC transferred employees primarily related to the BellSouth Business and
the SBC Business, respectively, to Leasing Companies and caused the Leasing
Companies to assume employment-related obligations and liabilities of such
employees plus employment-related obligations and liabilities in respect of
former employees whose employment was primarily related to the BellSouth
Business and the SBC Business, respectively;

     WHEREAS, the Contribution Agreement contemplates that each of BellSouth
and SBC shall contribute to Newco their respective interests in the Leasing
Companies, and that Newco shall assume the obligations and liabilities of the
Leasing Companies; and

     WHEREAS, BellSouth, SBC and Cingular now desire to amend certain
provisions of the Contribution Agreement with respect to such matters;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and undertakings contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

     1.   Defined Terms. Capitalized terms used in this Second Amendment and
          not otherwise defined are used herein as defined in the Contribution
          Agreement.
<PAGE>
                                                                   Exhibit 2.1.1

2.       Amendment to Section 4.4(c). Section 4.4(c) is amended and restated to
         read in its entirety as follows:

         "(c)     The SBC Leasing Companies shall, as of the Transfer Date,
                  assume (i) all employment-related obligations and liabilities
                  (without regard to when such obligations and liabilities arise
                  or are incurred whether before or after the Transfer Date),
                  including obligations and liabilities under the SBC
                  Compensation and Benefit Plans for which representations and
                  warranties have been made in Section 3.1(i) herein, in respect
                  of the SBC Wireless Employees as of the date each such
                  employee becomes employed by a SBC Leasing Company and (ii)
                  all employment-related obligations and liabilities (without
                  regard to when such obligations and liabilities arose or were
                  incurred whether before or after the Transfer Date) in respect
                  of former employees whose employment was primarily related to
                  the SBC Business prior to the Closing Date (but excluding
                  obligations and liabilities relating to former employees under
                  tax-qualified defined contribution and defined benefit plans).
                  Notwithstanding the foregoing, the SBC Leasing Companies shall
                  not assume the obligations and liabilities, whether in respect
                  of current or former employees or identified groups of current
                  or former employees,(A) for benefits payable pursuant to SBC
                  Pension Plans to SBC Wireless Employees who terminate
                  employment prior to the Leasing Company Contribution Date to
                  the extent SBC Pension Plan assets for such SBC Wireless
                  Employees are not transferred to Newco, or (B) relating to
                  those SBC Compensation and Benefit Plans set forth in Appendix
                  4.4(c)."

3.       Amendment to Section 4.4(d). Section 4.4(d) is amended and restated to
         read in its entirety as follows:

         "(d)     The BellSouth Leasing Companies shall, as of the Transfer
                  Date, assume (i) all employment-related obligations and
                  liabilities (without regard to when such obligations and
                  liabilities arise or are incurred whether before or after the
                  Transfer Date), including obligations and liabilities under
                  the BellSouth Compensation and Benefit Plans for which
                  representations and warranties have been made in Section
                  3.2(i) herein, in respect of the BellSouth Wireless Employees
                  as of the date each such employee becomes employed by a
                  BellSouth Leasing Company and (ii) all employment-related
                  obligations and liabilities (without regard to when such
                  obligations and liabilities arose or were incurred whether
                  before or after the Transfer Date) in respect of former
                  employees whose employment was primarily related to the
                  BellSouth Business prior to the Closing  Date (but excluding
                  obligations and liabilities relating to


                                      -2-
<PAGE>
                                                                   Exhibit 2.1.1

                  former employees under tax-qualified defined contribution and
                  defined benefit plans). Notwithstanding the foregoing, the
                  BellSouth Leasing Companies shall not assume (A) benefits
                  payable pursuant to BellSouth Pension Plans to BellSouth
                  Wireless Employees who terminate employment prior to the
                  Leasing Company Contribution Date to the extent BellSouth
                  Pension Plan assets for such BellSouth Wireless Employees are
                  not transferred to Newco, (B) obligations and liabilities,
                  whether in respect of current or former employees or
                  identified groups of current or former employees, relating to
                  those BellSouth Compensation and Benefit Plans all as set
                  forth in Appendix 4.4(d), or (C) obligations and liabilities
                  relating to any nonqualified deferred compensation plans to
                  the extent any deferrals under such plans are the obligation
                  of an entity other than one of the BellSouth Leasing
                  Companies."

4.       Amendment to Section 4.4(g). Section 4.4(g) is amended and restated to
         read in its entirety as follows:

         "(g)     On or prior to December 31, 2001, or such other dates as the
                  Parties and Newco agree (collectively referred to as the
                  "Leasing Company Contribution Date"), each of SBC and
                  BellSouth shall cause to be contributed to Newco all of the
                  outstanding stock of or other equity interests in their
                  respective Leasing Companies in consideration of the
                  acceptance by Newco of the obligations and liabilities of the
                  Leasing Companies; it being understood that the contributions
                  of each of the various Leasing Companies may be made at
                  different times. Each Leasing Company shall cease
                  participating in (or otherwise providing benefits under) the
                  SBC Compensation and Benefit Plans and BellSouth Compensation
                  and Benefit Plans, as applicable, as of the Leasing Company
                  Contribution Date applicable to such Leasing Company and shall
                  commence to participate in (or otherwise provide benefits
                  under) the Newco Plans established pursuant to Section 4.4(k)
                  hereof."

5.       Amendment to Section 4.4(i). Section 4.4(i) is amended and restated to
         read in its entirety as follows:

         "(i)     The assets and liabilities of the SBC Wireless Employees held
                  under its Pension Plans with Code Section 401(k) features
                  ("401(k) Plans") shall be transferred to the Newco 401(k) Plan
                  in a trust-to-trust transfer as soon as practicable following
                  the later of (i) the Leasing Company Contribution Date for
                  each such Leasing Company, and (ii) the date that Newco has
                  demonstrated, to the reasonable satisfaction of SBC that Newco
                  401(k) Plan satisfies the qualification requirements of
                  Section 401 of the Code. The assets and liabilities of the
                  BellSouth Wireless Employees held


                                      -3-
<PAGE>
                                                                   Exhibit 2.1.1


          under its Pension Plans with Code Section 401(k) features ("401(k)
          Plans") shall be transferred to the Newco 401(k) Plan in a
          trust-to-trust transfer as soon as practicable following the later of
          (i) February 4, 2002, and (ii) the date that Newco has demonstrated,
          to the reasonable satisfaction of BellSouth that Newco 401(k) Plan
          satisfies the qualification requirements of Section 401 of the Code."

6.   Amendment to Section 4.4(j).  Section 4.4(j) is amended and restated to
     read in its entirety as follows:

     "(j) As further provided herein, the assets and liabilities corresponding
          to the SBC Wireless Employees held under any defined benefit Pension
          Plans that are intended to be qualified under Code Section 401(a),
          other than the Ameritech Pension Plan, the Ameritech Management
          Pension Plan and the Employees' Pension Plan of Ameritech Publishing
          Ventures, Inc., ("SBC Qualified Pension Plans") and the BellSouth
          Wireless Employees held under any defined benefit Pension Plans
          intended to be qualified under Code Section 401(a) ("BellSouth
          Qualified Pension Plans") shall be transferred to a Newco Pension Plan
          with respect to which Newco has demonstrated to the satisfaction of
          BellSouth and SBC, as applicable, that such plan satisfies the
          qualification requirements of Code Section 401(a). Such transfers of
          assets shall be of an amount equal to the Economic Liability, as
          defined in Section 4.4(m)(i)(w), for each of the SBC Qualified Pension
          Plans (with respect to the SBC Wireless Employees) and the BellSouth
          Qualified Pension Plans (with respect to the BellSouth Wireless
          Employees) plus (A) one hundred and twenty million dollars
          ($120,000,000) from the SBC Qualified Pension Plans, and (B) eighty
          million dollars ($80,000,000) from the BellSouth Qualified Pension
          Plans; provided, the transfer of any assets in excess of the projected
          benefit obligation will be subject to appropriate corporate approval
          by both Parent Companies. Such asset transfers from the SBC Qualified
          Pension Plans and the BellSouth Qualified Pension Plans may occur in
          multiple transfers with the final transfer from all applicable Pension
          Plans to be made no later than September 30, 2002. Notwithstanding the
          preceding, the total amount transferred from the SBC Qualified Pension
          Plans and the BellSouth Qualified Pension Plans shall be no less than
          the minimum required transfer amount under Code Section 414(l), which
          shall be determined and certified by Chicago Consulting Actuaries."


                                      -4-
<PAGE>
                                                                   Exhibit 2.1.1

7.     Amendment to Section 4.4(K). Section 4.4(k) is amended and restated to
       read in its entirety as follows:

       "(k)   Newco shall establish and sponsor, or cause to be established and
              sponsored, Compensation and Benefit Plans (the "Newco Plans")
              which are separate from the BellSouth Compensation and Benefit
              Plans and the SBC Compensation and Benefit Plans. The Newco Plans
              shall provide that the SBC Wireless Employees and the BellSouth
              Wireless Employees shall be credited with such employees' period
              of service with SBC, a Subsidiary of SBC, BellSouth, or a
              Subsidiary of BellSouth for purposes of eligibility,
              participation, and determining the level of benefits under the
              Newco Plans. In addition to the Newco Plans contemplated under
              Sections 4.4(i) and 4.4(j), the Newco Plans shall include, but
              shall not necessarily be limited to, plans for the benefit of
              certain SBC Wireless Employees that are substantially equivalent
              to the SBC Supplemental Retirement Income Plan, the supplemental
              pension benefit make up plans sponsored by SBC and its
              Affiliates, the SBC Executive Health Plan, and the SBC Salary and
              Incentive Award Deferral Plan."

              Should Newco adopt a supplemental retirement income plan for the
              benefit of a select group of its management employees, the
              benefit formula under such plan shall provide that benefits
              payable under such plan shall be reduced by any benefits that a
              participant in such Newco supplemental retirement income plan is
              entitled to receive under the Bell South SERP or the plan adopted
              by Newco for the benefit of certain SBC Wireless Employees that is
              substantially equivalent to the SBC Supplemental Retirement Income
              Plan.

8.     Amendment to Section 4.4(m). Section 4.4(m) is amended and restated to
       read in its entirety as follows:

       "(m)   Benefits True-Up Payment.

         i.   Definitions. For purposes of Section 4.4(m):

              (v)   "Total Benefits Liabilities" shall mean the sum of the SBC
                    Benefits Liabilities and the BellSouth Benefits Liabilities.

              (w)   "Economic Liability" shall mean the present value of all
                    projected future benefit payments ("PVFB") less the PVFB
                    earned after the applicable Leasing Company Contribution
                    Date under the ongoing Newco plans (excluding the transition
                    benefits identified on Appendix 4.4(m)(i)(w)


                                      -5-
<PAGE>
                                                                   Exhibit 2.1.1


                                    attached hereto). Present value calculations
                                    will utilize an annual discount rate of
                                    8.50%, unless otherwise agreed to by the
                                    Parties. The calculation of Economic
                                    Liability shall be performed by Chicago
                                    Consulting Actuaries and shall utilize such
                                    other actuarial assumptions as may be
                                    mutually agreed upon by the Parties.

                           (x)      "SBC Benefits Liabilities" shall mean the
                                    aggregate employment-related liabilities,
                                    calculated on an Economic Liability basis,
                                    of the SBC Leasing Companies determined as
                                    of the applicable Leasing Company
                                    Contribution Date (or such other date or
                                    dates as shall be mutually agreed to by the
                                    Parties), including, without limitation, all
                                    such liabilities described in Section 4.4(c)
                                    reduced to take into account funding with
                                    respect to liabilities that have been funded
                                    by SBC and its Affiliates (including assets
                                    transferred in accordance with Section
                                    4.4(j)) or are subject to payment for the
                                    benefit of the SBC Leasing Company under
                                    contracts of insurance. SBC Benefits
                                    Liabilities shall also include the
                                    "transition benefits" set forth on Appendix
                                    4.4(m)(i)(x)(A), calculated on an Economic
                                    Liability basis and reduced to take into
                                    account funding to Newco by SBC and its
                                    Affiliates. Notwithstanding anything to the
                                    contrary in this subsection, "SBC Benefits
                                    Liabilities" shall not include obligations
                                    and liabilities under those SBC Compensation
                                    and Benefit Plans set forth in Appendix
                                    4.4(m)(i)(x)(B), and to the extent that any
                                    such obligations and liabilities shall have
                                    been previously assumed by a SBC Leasing
                                    Company, SBC shall cause such Leasing
                                    Company to be relieved of such obligations
                                    and liabilities prior to the Leasing
                                    Company Contribution Date applicable to
                                    such Leasing Company, or as soon as
                                    practicable thereafter for any Leasing
                                    Company with respect to which the Leasing
                                    Company Contribution Date preceded the date
                                    of this Second Amendment.

                           (y)      "BellSouth Benefits Liabilities" shall mean
                                    the aggregate employment-related
                                    liabilities, calculated on an Economic
                                    Liability basis, assumed by the BellSouth
                                    Leasing Company, determined as of the
                                    Leasing Company Contribution Date (or such
                                    other date or dates as shall be mutually
                                    agreed to by the Parties), including,
                                    without limitation, all such liabilities
                                    described in Section 4.4(d) reduced to take
                                    into account funding to Newco by BellSouth
                                    and its Affiliates with respect to
                                    liabilities that have been funded by
                                    BellSouth and its Affiliates (including


                                      -6-
<PAGE>
                                                                   Exhibit 2.1.1


                                    assets transferred in accordance with
                                    Section 4.4(j) or are subject to payment for
                                    the benefit of the BellSouth Leasing Company
                                    under contracts of insurance. BellSouth
                                    Benefits Liabilities shall also include the
                                    "transitions benefits" set forth on Appendix
                                    4.4(m)(i)(y)(A), calculated on an Economic
                                    Liability basis and reduced to take into
                                    account funding of such amounts to Newco by
                                    BellSouth and its Affiliates.
                                    Notwithstanding anything to the contrary in
                                    this subsection, "BellSouth Benefits
                                    Liabilities" shall not include obligations
                                    and liabilities under those BellSouth
                                    Compensation and Benefit Plans set forth in
                                    Appendix 4.4(m)(i)(y)(B), and to the extent
                                    that any such obligations and liabilities
                                    shall have been previously assumed by a
                                    BellSouth Leasing Company, BellSouth shall
                                    cause such Leasing Company to be relieved of
                                    such obligations and liabilities prior to
                                    the Leasing Company Contribution Date
                                    applicable to such Leasing Company, or as
                                    soon as practicable thereafter for any
                                    Leasing Company with respect to which the
                                    Leasing Company Contribution Date preceded
                                    the date of this Second Amendment.

                           (y)      [unamended]

                           (z)      [unamended]

                  ii.      Procedures.

                           (x)      As soon as practicable, but in no event
                                    later than December 31, 2002, Newco shall,
                                    on a basis consistent with GAAP and
                                    generally accepted actuarial principles,
                                    prepare and deliver to each of SBC and
                                    BellSouth a statement showing the
                                    calculation of the SBC Benefits Liabilities
                                    and the BellSouth Benefits Liabilities (the
                                    "Statement").

                           (y)      [unamended].

                           (z)      [unamended].

                  iii.     [unamended].

                  iv.      [unamended]."


                                      -7-
<PAGE>
                                                                   EXHIBIT 2.1.1

         9.       Addition of Section 4.4(n). Section 4.4(n) is added to the
                  Agreement as follows:

                  "(n) Cooperation. To the extent necessary to fulfill their
                  respective obligations under the SBC Compensation and Benefit
                  Plans, the BellSouth Compensation and Benefit Plans and the
                  Newco Plans, each Party agrees to (and agrees to cause its
                  Affiliates to) timely provide and deliver such information as
                  is reasonably necessary in order to administer such plans
                  for the benefit of the plans' participants."

         10.      No Other Amendment or Waiver. Except as set forth in Sections
                  2 through 8 hereof, the Contribution Agreement remains in full
                  force and effect with no amendments or waivers thereof.

         11.      Counterparts. This Second Amendment may be executed in one or
                  more counterparts, each of which shall be deemed to be an
                  original by the parties executing such counterpart, but all of
                  which shall be considered one and the same instrument.

         IN WITNESS WHEREOF, this Second Amendment has been signed on behalf of
each of the parties hereto as of the date first written above.

                                    BELLSOUTH CORPORATION



                                    By: /s/ RONALD M. DYKES
                                       -------------------------------------
                                       Name:  Ronald M. Dykes
                                            --------------------------------
                                       Title: Chief Financial Officer
                                             -------------------------------

                                    SBC COMMUNICATIONS INC.

                                    By: /s/ RANDALL STEPHENSON
                                       -------------------------------------
                                       Name: Randall Stephenson
                                            --------------------------------
                                       Title: Sr. Exec. VP & CFO
                                             -------------------------------



                                    CINGULAR WIRELESS LLC

                                    By: Cingular Wireless Corp., its
                                        Manager



                                    By: /s/ RICHARD G. LINDNER
                                       -------------------------------------
                                       Name:  Richard G. Lindner
                                            --------------------------------
                                       Title: Chief Financial Officer
                                             -------------------------------


                                       -8-
<PAGE>
                                                                   EXHIBIT 2.1.1

                                 APPENDIX 4.4(c)

         LIABILITIES NOT ASSUMED BY THE SBC LEASING COMPANIES AS OF THE
                                  TRANSFER DATE

DonTech Profit Participation Plan referenced in 11-K filing in 10-K
Ameritech Stock Retirement Plan for Non-Employee Directors, as amended
Ameritech Deferred Compensation Plan for Non-Employee Directors, as amended
Travel Accident Insurance through Hartford Life Insurance Company, for
Non-Employee Directors
Separation and General Release Agreements entered into between Ameritech (or
         subsidiary/business unit) and employee being exited from business.
         Individually negotiated arrangements, typically entered into with
         employees at the Corporate Resource level but have also used at lower
         levels for employees who do not qualify under the Management Separation
         Benefit Plan.
Retirement and General Release Agreements entered into between Ameritech (or
         subsidiary/business unit) and employee being exited from business.
         Individually negotiated arrangements, typically entered into with
         employees at the Corporate Resource level but have also used at lower
         levels for employees who do not qualify under the Management Separation
         Benefit Plan.
Employment Agreement, Agreement Not to Compete, Confidential Information, and
         Invention Assignment Agreement entered into between Ameritech (or
         subsidiary/business unit) and new employees as a condition of hire.
Employment Agreement, Agreement Not To Compete, and Confidential Information
         Agreement entered into between Ameritech (or subsidiary/business unit)
         and new employees as a condition of hire.
IP Assignment Agreement entered into between Ameritech (or subsidiary/business
         unit) and new employees as a condition of hire, or existing employees
         as condition of participation in Management Incentive Plan.
Consulting Agreement entered into between Ameritech (or subsidiary/business
         unit) with prior employee.
Employee loan agreement between business units.
Employee loan agreement to Pioneers, NECA (and possibly other locations(s))
SBC Retirement Plan for Non-Employee Directors
SBC Non-Employee Directors Restricted Stock Plan
SBC Director Travel Accident Insurance
SBC Director Group Life Insurance
SBC Deferred Compensation Plan for Non-Employee Directors
SBC Director and Officer Indemnity Agreement


                                       -9-
<PAGE>
                                                                   EXHIBIT 2.1.1

                                 APPENDIX 4.4(d)

          LIABILITIES NOT ASSUMED BY THE BELLSOUTH LEASING COMPANIES AS
                              OF THE TRANSFER DATE

Executive Severance Agreement (Change in Control Agreement) between BellSouth
         Corporation and M.L. Feidler
Transition Agreement dated December 30, 1996, between BellSouth Cellular Corp.
         and M.T. Walsh
Transition Agreement, dated December 31, 1999, between BellSouth Cellular Corp.
         and C.S. Hamm
Transition Agreement between BellSouth Cellular Corp. and Hank Bunde


                                      -10-
<PAGE>
                                                                   EXHIBIT 2.1.1

                            APPENDIX 4.4(m)(i)(x)(A)

                            SBC TRANSITION BENEFITS

Pension Transition Benefits

         -        SBC Wireless Employees (other than former Ameritech employees)
                  pension benefits equal to six months of transition credits
                  that they would have been entitled to under the SBC Pension
                  Plan and the greater of the Newco Pension Benefit Plan and the
                  SBC Pension Benefit Plan as such benefit was grandfathered
                  under the SBC Cash Balance Plan and which included a scheduled
                  freeze date of June 1, 2002. SBC Wireless Employees who were
                  former Ameritech employees will receive a transition benefit
                  under the Newco Pension Plan that is equal to their projected
                  shortfall between the Ameritech Plan benefit and the Newco
                  Pension Plan benefit over a five-year period.

Retiree Health Transition Benefits

         -        Retiree Health benefits for SBC Wireless Employees who are
                  within five years of retirement eligibility under the various
                  SBC rules (Modified Rule of 75, Rule of 75 or Rule of 65) as
                  of the Contribution Date

Deferred Compensation Benefits

         -        SBC Wireless Employees who participated in the SBC Salary and
                  Incentive Award Deferral Plan ("SIAD") shall be eligible to
                  participate in a Newco deferred compensation plan that is
                  substantially identical to the SBC SIAD Plan; however, SBC
                  will fund the historic liability as of the Contribution Date
                  for this Plan.

         -        SBC Wireless Employees who had accrued a benefit under
                  nonqualified pension make up plan sponsored by SBC or any of
                  its Affiliates shall participate in substantially identical
                  plans adopted by Newco; however, SBC will fund the historic
                  liability as of the Contribution Date for this Plan and SBC
                  shall fund, on an annual basis, the annual liability
                  associated with these Newco Plans until such time that Newco
                  adopts a nonqualified pension make up plan for the benefit of
                  its employees generally.

         -        SBC Wireless Employees who participated in the SBC
                  Supplemental Retirement Income Plan sponsored by SBC shall
                  participate in a substantially identical plan adopted by
                  Newco; however, SBC will fund the Economic Liability for this
                  Newco Plan for a period of five years.

Life Insurance Plans

         -        SBC Wireless Employees who are participating in supplemental
                  executive life insurance plans prior to the Contribution Date
                  will be eligible for the greater of the life insurance benefit
                  under the SBC life insurance plans or the Newco supplemental
                  life insurance plan, and, in either case, such coverage shall
                  be provided by Newco; provided, however, there are two SBC
                  Wireless Employees who are retirement eligible as of the
                  Contribution Date and their supplemental executive life
                  insurance coverage shall be provided by SBC (and not by
                  Newco).

Executive Health Plan

         -        SBC Wireless Employees who are not retirement eligible as of
                  the Contribution Date and who are participating in the SBC
                  Executive Health Plan as of the Contribution Date shall be
                  entitled to substantially similar coverage provided by


                                      -11-
<PAGE>
                                                                   EXHIBIT 2.1.1

                  Newco. SBC shall, on an annual, ongoing basis, fund the
                  year-to-year liability under Newco's Executive Health Plan for
                  these SBC Wireless Employees until such date that Newco adopts
                  an Executive Health Plan as an ongoing benefit.


                                      -12-
<PAGE>
                                                                   EXHIBIT 2.1.1


                            APPENDIX 4.4(m)(i)(x)(B)

            LIABILITIES RETAINED BY SBC AS OF THE CONTRIBUTION DATE

Ameritech Supplemental Pension Plan (for non-management employees), effective as
         of January 1, 1995
Ameritech Management Supplemental Pension Plan, effective as of January 1, 1984,
         as amended through Thirteenth Amendment thereto
Ameritech Mid-Career Pension Plan, as amended and restated effective as of
         January 1, 1989 as further amended by the First through the Ninth
         Amendments thereto, inclusive
Ameritech Corporate Resource Supplemental Pension Plan as amended and restated
         effective as of February 4, 1998
Ameritech Pension Plan (for non-management employees), as amended and restated
         effective as of January 1, 1994 and as thereafter amended by the First
         through the Fourth Amendments thereto, inclusive
Ameritech Management Pension Plan, as amended and restated effective as of May
         1, 1995 and as thereafter amended by the First through the Fifth
         Amendments thereto, inclusive
Ameritech Corporate Resource Deferral Plan as amended and restated effective as
         of February 1, 1998
Ameritech Long Term Disability Plan, as amended and restated effective as of
         June 1, 1996
Ameritech Corporate Resource Long Term Disability Plan, as amended and restated
         effective as of February 1, 1998
SecurityLink Long Term Disability Plan
Ameritech Corporation Long-Term Stock Incentive Plan, as amended and restated
         effective as of February 1, 1998
Ameritech Long Term Incentive Plan, as amended and restated effective as of
         January 1, 1992 and as thereafter amended by First Amendment adopted on
         January 17, 1995
Ameritech 1989 Long Term Incentive Plan, as amended and restated effective as of
         January 1, 1992 and as thereafter amended by First Amendment thereto
         and a resolution approved on January 17, 1995
Ameritech Group Long Term Disability Insurance
SBC 1992 Stock Option Plan
SBC 1995 Management Stock Option Plan
SBC 1996 Stock and Incentive Plan (to be voted on at April 26, 1996 Annual
         Meeting of Stockholders)
SBC Stock Savings Program
SBC Senior Management Long Term Disability Plan
SBC Senior Management Deferred Compensation Program of 1998 (i.e., Regular and
         Early Payment Option)
SBC Senior Management Deferred Compensation Plan (Prior to January 1, 1988)
SBC Supplementary Life Insurance Plan (but only with respect to SBC Wireless
         Employees who are 'retirement eligible' as of the Contribution Date


                                      -13-
<PAGE>
                                                                   EXHIBIT 2.1.1


ADS Long-Term Disability Plan
UNUM Long Term Disability Plan
CCPR Services, Inc. Long-term Disability Plan
SNET Disability Benefits Plan (but only with respect to Long Term Disability
         benefits)
Ameritech Non-Management Umbrella Welfare Benefit Plan, restated effective as of
         January 1, 1996 and comprising the Comprehensive Health Care Plan, the
         Dental Expense Plan and the Medical Expense Plan
Ameritech Management Umbrella Welfare Benefit Plan, restated effective as of
         January 1, 1996 and comprising the Comprehensive Health Care Plan, the
         Dental Expense Plan, the Medical Expense Plan and the Medical Benefits
         Plan
Ameritech Flexible Spending Account (FSA) Plan (including Health Care FSA,
         Dependent Care FSA and Premium Payment Program)
Ameritech Vision Care Plan, originally effective January 1, 1984
Ameritech Educational Assistance Program
Ameritech Sickness and Accident Disability Benefit Plan, as amended and restated
         effective as of June 1, 1996
Ameritech Life Insurance Program, originally effective January 1, 1984
         (including Basic Life Insurance, Accidental Death & Dismemberment,
         Special Accident, Supplementary Life Insurance and Dependent Life
         Insurance benefits)
Ameritech Accidental Death Insurance Program (Company-paid travel and accident
         insurance from Hartford Life Insurance Company for Management Committee
         members, selected Corporate Resource managers and pilots and flight
         attendants)
Ameritech Long Term Care Plan (employee-paid long term care insurance from CNA)
Supplemental Income Protection Programs (SIPP) for IBEW and CWA employees
SecurityLink Vision Care Plan
Medical, Dental, Vision, Disability, Life Insurance, Savings, Educational
         Assistance and Flexible Spending Plans of Liberty Services Division
         (except short term disability)
Ameritech Management Separation Benefit Plan, commencing on January 1, 1995, as
         amended through the second amendment thereto
Ameritech Success Sharing Plan for Union (CWA) Represented Employees, effective
         August 6, 1995, Ameritech Success Sharing Plan for Union (IBEW)
         Represented Employees, effective June 25, 1995, and CPE Success Sharing
         Plan, as amended, pursuant to Memorandum of Agreement between Ameritech
         Custom Business Services, Ameritech Enhanced Business Services and the
         CWA
Ameritech Connections Long Distance Referral Program, approved June 18, 1997
Management Incentive Plan Policy
Sales Incentive Plans/Policies, in effect for and maintained by Company business
         units
Ameritech Senior Management Short Term Incentive Plan, as amended and restated
         effective as of February 1, 1998
Ameritech Management Committee Short Term Incentive Plan, as amended and
         restated effective February 1, 1998
Project completion/retention bonuses for certain employees participating in the
         Year 2000 Team and selected other IS projects
Project completion/retention bonuses for certain ESP/Payroll Team participants
         and other selected employees


                                      -14-
<PAGE>
                                                                   EXHIBIT 2.1.1


Paid Vacation and Related Policies
Paid Personal Days and Related Policies
Paid Holidays and Related Policies
Leave of absence, Company paid time-off, flex-time and similar policies
Arrangements in respect of employees afforded "red circled pay" or "incumbent
         grade treatment" relating to compensation and benefits
International Human Resources Policies (e.g., relating to expatriate
         compensation and benefit arrangements for short and long term
         assignments and extended business trips and repatriation)
Ameritech Corporate Resource Transfer Program, as amended and restated effective
         as of December 1, 1995
Ameritech Relocation Benefits Plan
Ameritech Perquisites Program (including financial services, health evaluations,
         retiree office space, mobile phone/pager, lunch club and country club
         memberships and parking programs)
Directors' and Officers' Liability Insurance
Ameritech Telephone Concession Plan
Employee Assistance Program (Life Works)
Ameritech Adoption Assistance Program
Ameritech Matching Gift Program
Ameritech Pioneers Employee Program for Volunteerism and Community Service
Pathways to Development
Service Anniversary Award Program
Educational Assistance Program
Outplacement Counseling Program
Financial counseling assistance related to employee separation
Uniform allowances
Annual Chairman's Award, Above and Beyond Recognition Programs, Pinnacle Awards,
         Day-to-Day Award Program and other performance/service award programs
         sponsored by the Company or its business units
Ameritech Corporate Aircraft Policy, resolutions adopted by the Board of
         Director on March 21, 1984 regarding use of corporate aircraft, and
         Company policies and practices regarding company cars/drivers and other
         ground transportation
Employee discounts on cellular, security monitoring and other goods and services
SBC Senior Management Long Term Incentive Plan
 (expiring)
SBC Officer Retirement Savings Plan
SBC Senior Management Financial Counseling Program
SBC Senior Management Survivor Benefit Plan
SBC Mid-Career Pension Plan
SBC Custom Care
SBC Care Plus
SBC Medical Expense Plan
SBC Dental Expense Plan
SBC Vision Plan
SBC Vision Plus
SBC Group Life Insurance Program


                                      -15-
<PAGE>
                                                                   EXHIBIT 2.1.1


SBC Supplementary Group Life Insurance Program
SBC Dependent Group Life Insurance Program
SBC Sickness and Accident Disability Benefits Plan
SBC Disability Benefits Plan (long term disability only)
SBC Long-Term Care Insurance Plan
SBC Employee Assistance Program
SBC Employee/Family Assistance Plan
SBC Employee Stock Ownership (PAYSOP)
SBC Comprehensive Medical Plan
SBC Managed Care Medical Plan
ADS Group Dental Plan
Dental Coverage Plan
ADS Vision Plan
Vision Coverage Plan
Disability Benefits Plan (long term disability only)
ADS Retirement Plan
Pension Plan for Employees of Times-Journal Publishing Company
ADS Group life
AD&D Insurance
Group Life Insurance Plan (Basic and Supplemental)
Term Life Insurance Plan
Times-Journal Publishing Company AD&D Disability Plan
Dependent Group Life Insurance Plan
ADS Section 125 Plan
Capital Care, Inc. Group Enrollment Agreement
Capital Choice
Consumer Dental Care
Prudential Organ and Tissue Expense Coverage
UNUM Group Life Insurance Plan
UNUM Group Life and Group Accidental Death and Dismemberment Insurance Policy
         Direct Elect Plan
Medical Care Reimbursement Account
Dependent Care Reimbursement Account
Retirement Funding Account (SBC Group Life Insurance Program)
Vail Program
Phone service and equipment
Management Compensation System for the holding company staff, which includes
         Team and Individual Discretion Incentive Awards, and comparable systems
         for employees below Senior Manager in subsidiaries
SBC Adoption Reimbursement Program
SBC CarePlus - A Supplemental Medical Plan
SBC Dental Plan
SBC Disability Income Plan (long term disability only)
SBC Flexible Spending Account Plan
SBC Medical Care Reimbursement Account Plan
SBC Dependent Care Reimbursement Account Plan


                                      -16-
<PAGE>
                                                                   EXHIBIT 2.1.1


SBC Leave of Absence Policy
SBC Medical and Group Life Insurance Plan - CustomCare
SBC Medical and Group Life Insurance Plan - Active Employees Group Life
         Insurance
SBC Medical and Group Life Insurance Plan - Retired Employees Group Life
         Insurance
CCPR Services, Inc. Health Plan
CCPR Services, Inc. Life Insurance
CCPR Services, Inc. Short-term Disability Plan
SNET Active Bargaining Unit Health Plan (includes Medical, Dental, Vision, and
         Prescription Drug Card Coverage)
Tax Reduction Act Stock Ownership Plan
SNET Employee Life Insurance Plan
SNET Health Payment Plan
SNET Health Care Reimbursement Plan
SNET Dependent Reimbursement Plan
SNET Long Term Care Plan
SNET Family Care Leave Program


                                      -17-
<PAGE>
                                                                   EXHIBIT 2.1.1


                            APPENDIX 4.4(m)(i)(y)(A)

                         BELLSOUTH TRANSITION BENEFITS

Pension Transition Benefits
         -        BellSouth Wireless Employees pension benefits equal to the
                  greater of the benefit provided under the BellSouth Personal
                  Retirement Account Pension Plan ("BellSouth PRA") as of the
                  Contribution Date or the Newco Pension Benefit Plan for five
                  years, including the graduated service credit under the
                  BellSouth PRA, the additional service credit equal to 3% of
                  base pay in excess of the social security wage base, the
                  additional service credit of 1% that is discretionary under
                  the BellSouth PRA, but has been approved for the past few
                  years, and the BSMPP benefit as provided under the BellSouth
                  PRA, which has a scheduled freeze date of December 31, 2005.
Retiree Health Transition Benefits
         -        Retiree Health benefits for BellSouth Wireless Employees who
                  are within five years of retirement eligibility under
                  BellSouth rules (Rule of 75) as of the Contribution Date
Savings Plan Transition Benefits
         -        BellSouth Wireless Employees (other than BellSouth Wireless
                  Data LLC employees in New Jersey) will receive a 100% match in
                  the Newco 401(k) Plan through calendar year 2003, which
                  coincides with the year in which the BellSouth 401(k) Plan's
                  LESOP expires.
Life Insurance Benefits
         -        BellSouth Wireless Employees who are participating in
                  supplemental executive life insurance plans prior to the
                  Contribution Date will be eligible for the greater of the life
                  insurance benefit under the BellSouth executive life insurance
                  plans or the Newco supplemental life insurance plan, and, in
                  either case, such coverage shall be provided by Newco.


                                      -18-
<PAGE>
                                                                   Exhibit 2.1.1


                            APPENDIX 4.4(m)(i)(y)(B)

          LIABILITIES RETAINED BY BELLSOUTH AS OF THE CONTRIBUTION DATE

BellSouth Stock Ownership Plan
BellSouth Flexible Benefits Medical Plan
BellSouth Flexible Benefits Dental Plan
BellSouth Medical Assistance Plan
BellSouth Long Term Disability Plan
BellSouth Corporation Group Life Plan
BellSouth Universal Plus Insurance Plan
BellSouth HealthCare Account
BellSouth Family Care Account
BellSouth Dependent Life Plan
BellSouth Long-Term Care Insurance
BellSouth Supplemental Transplant Assistance Plan
BellSouth Supplemental Transplant Assistance Plan Trust
BellSouth Corporation Health Care Trust - Retirees
BellSouth Corporation Health Care Trust - Employees
BellSouth RFA - VEBA Trust
Mail Order Drug Program
Prescription Drug Program
BellSouth Cellular Certain Pension and Death Benefits from Operating Expenses
BellSouth Dental Assistance Plan
BellSouth Corporation Health Care Plan
BellSouth Supplemental Executive Retirement Plan
BellSouth Corporation Compensation Deferral Plan
BellSouth Nonqualified Deferred Compensation Plan
BellSouth Nonqualified Deferred Income Plan
BellSouth Corporation Stock Plan
BellSouth Stock Option Plan
BellSouth Corporation Trust Under Executive Benefit Plan(s) for Mobile Systems
Executives
BellSouth Senior Manager Shareholder Return Cash Plan
BellSouth Corporation Key Manager Financial Counseling Plan
BellSouth Corporation Personal Vehicle Reimbursement Plan
BellSouth Physical Examination Program
BellSouth Corporation Executive Transfer Plan
BellSouth Executive Long Term Disability Plan
Adoption Assistance Program
Employee Assistance Program
Tuition Aid Program
Life Care Connection
Child Care Discounts
Mortgage Program
Financial Education


                                      -19-
<PAGE>
                                                                   Exhibit 2.1.1


Holidays
Optional Holidays
BellSouth Stock Investment Plan
Vacation Buy Plan
Personal Days
Qualified Transportation Expense Plan
Telephone Concession
Cellular/Digital Discount
Employee Met Pay (Auto/home)
Internet Pricing Policy
Australian Body Works/LA Fitness
Charitable Contributions Matching Gifts Program
Education Loans
BellSouth Scholarships
Volunteer Grant Program
Service Awards
Theodore N. Vail Award Program
BellSouth Transition Payment Plan for Management: Voluntary
BellSouth Transition Payment Plan for Management: Involuntary
BellSouth Transition Payment Plan for Senior Management: Voluntary
BellSouth Transition Payment Plan for Senior Management: Involuntary
BellSouth Transitional Leave of Absence for SERP Participants
BellSouth Discretionary Transition Assistance Plan
BellSouth Gold Chip Incentive Plan


                                      -20-