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Exhibit 10ii-3  


 
 

BELLSOUTH CORPORATION STOCK PLAN
  RESTRICTED SHARES AWARD AGREEMENT    
  


    BellSouth Corporation ("BellSouth") and Gary D. Forsee ("Executive"), in consideration of the mutual covenants set forth and for other good and valuable
consideration, receipt of which is hereby acknowledged, and intending to be legally bound, hereby agree to the terms of this Restricted Shares Award Agreement ("Agreement") effective as of
September 1, 1999: 


    1.  Award Grant.  BellSouth, acting pursuant to action of its Board of Directors and in accordance with
the BellSouth Corporation Stock Plan (the "Plan"), hereby grants to Executive, and Executive hereby accepts, eight thousand (8,000) Restricted Shares of BellSouth Corporation $1.00 par value common
stock (the "Shares"), effective as of the date above. This Award is subject to the terms and conditions of this Agreement, to the further terms and conditions applicable to Restricted Shares as set
forth in the Plan and to applicable terms and conditions regarding noncompetition and relief in the Agreement dated September 1, 1999 between BellSouth and Executive. 


    2.  Restriction Period.  Executive's interest in the Shares shall vest in accordance with the following
schedule: 



	Vesting Date
 
	 	Number of Shares
 

	September 1, 2000	 	two thousand (2,000) Shares
	September 1, 2001	 	an additional two thousand (2,000) Shares
	September 1, 2002	 	an additional two thousand (2,000) Shares
	September 1, 2003	 	an additional two thousand (2,000) Shares






Executive's
interest in the Shares also will vest upon any earlier termination of employment by Executive with the Company or any Subsidiary, or any employer described in paragraph 9 (also
referred to herein as a "Subsidiary"), by reason of (i) death or (ii) disability, provided as a result of such disability 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. In the event Executive terminates employment with BellSouth and its Subsidiaries before a Vesting Date for any reason other than death or disability as defined above, Executive shall forfeit
all of his interest in the Shares to the extent not then vested. In addition, Executive shall forfeit all of his interest in the Shares to the extent not then vested (i) on March 1,
2000, in the event Executive on such date does not own BellSouth common shares purchased by Executive with an aggregate purchase price equal to greater than $1,650,000 and (ii) on any date
after March 1, 2000 and on or before the September 1, 2003 final Vesting Date on which Executive fails to comply with the BellSouth stock purchase guidelines as then applicable to
Executive. 


    3.  Share Certificates.  The certificates for the Shares (the "Certificates") shall be registered in the
name of Executive. Executive, immediately upon receipt of the Certificates, shall execute with BellSouth an escrow agreement provided by BellSouth for this purpose substantially in the form attached
hereto (the "Escrow Agreement") and deposit the Certificates with the escrow agent under such agreement (the "Escrow Agent") together with stock powers appropriately endorsed in blank. After Executive
becomes vested in Shares on a Vesting Date or upon his earlier death or disability as provided in Paragraph 2 above, the Escrow Agent shall release the applicable Certificate representing the
number of vested Shares to Executive (or to his Beneficiary or his legal representative, if appropriate). In the event of Executive's forfeiture of Shares under Paragraph 2 above, the Escrow
Agent shall release the applicable Certificate representing the number of forfeited Shares to BellSouth. 


    4.  Stockholder Status.  Executive shall have all of the rights of a stockholder with respect to the
Shares prior to any forfeiture, including the right to vote the Shares and to receive all regular cash dividends paid with respect to the Shares, subject to terms of this Agreement, the Escrow
Agreement and the Plan. Notwithstanding the above, Executive shall have no right to sell, assign, transfer, exchange or encumber or make subject to any creditor's process, whether voluntary or
involuntary or by operation of law, any of his interest in Shares to the extent not then vested under Paragraph 2 above, and any attempt to do so shall be of no effect. In addition, all shares
of capital stock or other securities issued with respect to or in substitution of any Shares not then vested under Paragraph 2 above, whether by BellSouth or by another issuer, any cash or
other property received on account of a redemption of such Shares or with respect to such Shares upon the liquidation, sale or merger of BellSouth, and any other distributions with respect to such
Shares with the exception of regular cash dividends, shall remain subject to the terms and conditions of this Agreement. 





 


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


    6.  Securities Law Restrictions.  Executive certifies that he is acquiring the Shares for his own account
and that he has no present intention to sell or otherwise dispose of any of the Shares. Executive acknowledges that the Shares shall be subject to such restrictions and conditions on any resale and on
any other disposition as BellSouth shall
deem necessary or desirable under any applicable laws or regulations or in light of any stock exchange requirements and that the Certificates shall bear legends as determined to be appropriate by
BellSouth. 


    7.  Tax Withholding.  BellSouth or any Subsidiary shall have the right to withhold from any payment to
Executive, require payment from the Executive, or take such other action which such company deems necessary to satisfy any income or other tax withholding or reporting requirements arising from this
Award of Restricted Shares, and Executive shall provide to any such company such information, and pay to it upon request such amounts, as it determines are required to comply with such requirements. 



    8.  Jurisdiction and Venue.  Executive consents to the jurisdiction and venue of the Superior Court of
Fulton County, Georgia, and the United States District Court for the Northern District of Georgia for all purposes in connection with any suit, action, or other proceeding relating to this Agreement
or the Escrow Agreement, including the enforcement of any rights under this Agreement or the Escrow Agreement and any process or notice of motion in connection with such situation or other proceeding
may be serviced by certified or registered mail or personal service within or without the State of Georgia, provided a reasonable time for appearance is allowed. 


    9.  Certain Employment Transfers.  In the event Executive is transferred to any company or business in
which BellSouth directly or indirectly owns an interest but which is not a "subsidiary" as defined in the Plan, then Executive shall not be deemed to have terminated his employment under this
Agreement until such time, if any, as Executive terminates employment with such organization and, if applicable, fails to return to BellSouth or a Subsidiary in accordance with the terms of
Executive's assignment, or Executive otherwise fails to meet the terms of Executive's assignment, at which time Executive's deemed termination of employment shall be treated in the same manner as a
termination of employment from BellSouth or a Subsidiary under this Agreement. 



    10.  Miscellaneous  



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


    (b)
This Agreement shall be subject to the applicable provisions, definitions, terms and conditions set forth in the Plan, all of which are incorporated by this reference in this
Agreement and, unless defined in this Agreement, any capitalized terms in this Agreement shall have the same meaning assigned to those terms under the Plan. 



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




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 



	 	 	BELLSOUTH CORPORATION:
	

 	
 	

By: /s/ RICHARD D. SIBBERNSEN 

   

	

 	
 	

EXECUTIVE:
	

 	
 	

/s/ GARY D. FORSEE   
 Gary D. Forsee




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BELLSOUTH CORPORATION STOCK PLAN RESTRICTED SHARES AWARD AGREEMENT