SERIES C MEDIUM-TERM NOTES DUE FROM 9 MONTHS TO 40 YEARS FROM DATE OF ISSUEBellsouth Corp • March 12th, 1998 • Telephone communications (no radiotelephone) • New York
dated as ofCredit Agreement • May 3rd, 2005 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
Exhibit 2a-4 AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (this "Amendment No. 4") is made as of the 27th day of October, 2004, by and among Telefonica Moviles, S.A., a corporation organized under the...Stock Purchase Agreement • November 2nd, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
AmongAgreement and Plan of Merger • March 6th, 2006 • Bellsouth Corp • Telephone communications (no radiotelephone) • Delaware
BY AND AMONGRevolving Credit Agreement • July 1st, 2005 • Bellsouth Corp • Telephone communications (no radiotelephone) • Delaware
Exhibit 1 BELLSOUTH CORPORATION $400,000,000 5.20% NOTES DUE 2016 UNDERWRITING AGREEMENT DECEMBER 16, 2004 UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
Section 1. Certain Definitions......................................2 Section 2. Appointment of Rights Agent..............................6 Section 3. Issuance of Right Certificates...........................6 Section 4. Form of Right Certificates;...Rights Agreement • November 23rd, 1999 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
BELLSOUTH RETIREMENT SAVINGS PLAN TABLE OF CONTENTSBellsouth Corp • June 30th, 1997 • Telephone communications (no radiotelephone)
SECOND AMENDMENT TO THE BELLSOUTH TELECOMMUNICATIONS, INC. TRUST UNDER EXECUTIVE BENEFIT PLAN(S) THIS SECOND AMENDMENT to the BellSouth Telecommunications, Inc. Trust Under Executive Benefit Plan(s) ("Trust") made this 8th day of July, 2002, by and...Bellsouth Corp • November 7th, 2002 • Telephone communications (no radiotelephone)
dated as ofCredit Agreement • October 6th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
RECITALSCommon Stock Purchase Agreement • June 8th, 1999 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
RESTRICTED STOCK AGREEMENT NON-RETIREMENT ELIGIBLE BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT BellSouth Corporation, a Georgia corporation ("BellSouth"), acting pursuant to action of its Board of...Restricted Stock Agreement • September 30th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
Exhibit 4a This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") is dated as of March 2, 2005 between BellSouth Corporation, a Georgia corporation (the "Company"), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.)...Rights Agreement • March 2nd, 2005 • Bellsouth Corp • Telephone communications (no radiotelephone)
BellSouth Corporation (Amounts in millions) (unaudited) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Cingular Wireless - (Pro Forma...Bellsouth Corp • May 18th, 2001 • Telephone communications (no radiotelephone)
In October 2000, BellSouth combined substantially all of its domestic wireless operations with those of SBC Communications to form Cingular Wireless. In the following table, we present 100% Cingular Pro Forma Income and Operating data. We believe that this presentation provides meaningful comparative information for existing operations; we cannot, however, assure you that the amounts shown below would have been achieved if Cingular had actually been in operation during the periods presented.
AGREEMENTAgreement • March 2nd, 2000 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
THIRD AMENDMENT TO THE BELLSOUTH CORPORATION TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S) THIS THIRD AMENDMENT to the BellSouth Corporation Trust Under Board of Directors Benefit Plan(s) (the "Trust Agreement") is made this 15th day of March, 2004,...Bellsouth Corp • May 6th, 2004 • Telephone communications (no radiotelephone)
EXHIBIT 10NN INVESTMENT AGREEMENT INVESTMENT AGREEMENT (this "Agreement"), dated as of February 17, 2004, between BellSouth Corporation, a Georgia corporation ("BellSouth"), and SBC Communications Inc., a Delaware corporation ("SBC"). W I T N E S S E...Investment Agreement • February 24th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Delaware
Exhibit 10bbb BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN 2005 OWNERSHIP RESTRICTED STOCK AWARD AGREEMENT BellSouth Corporation, a Georgia corporation ("BellSouth"), acting pursuant to action of its Board of Directors and in accordance...Restricted Stock Award Agreement • May 5th, 2005 • Bellsouth Corp • Telephone communications (no radiotelephone)
INDENTURE Dated as of August 15, 2001Bellsouth Corp • October 22nd, 2001 • Telephone communications (no radiotelephone) • New York
VOTING AGREEMENTVoting Agreement • June 12th, 2001 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
AGREEMENTAgreement • August 9th, 2005 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
AGREEMENTAgreement • February 25th, 1999 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
AGREEMENTAgreement • February 24th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
AGREEMENTAgreement • November 2nd, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
STARMEDIA NETWORK, INC. SECURITIES PURCHASE AGREEMENT Dated as of May 30, 2001 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT is entered into as of May 30, 2001, by and among StarMedia Network, Inc., a Delaware corporation (the...Securities Purchase Agreement • June 12th, 2001 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
RESTRICTED STOCK AGREEMENT CIC AGREEMENT - RETIREMENT ELIGIBLE BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT BellSouth Corporation, a Georgia corporation ("BellSouth"), acting pursuant to action of its...Restricted Stock Agreement • September 30th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
RECITALSRegistration Rights Agreement • June 8th, 1999 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
ARTICLE I AMENDMENTSStock Purchase Agreement • November 2nd, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • New York
INDENTURE Dated as of August 15, 2001Bellsouth Corp • August 21st, 2001 • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO THE BELLSOUTH TELECOMMUNICATIONS, INC. TRUST UNDER BOARD OF DIRECTORS BENEFIT PLAN(S)Agreement • February 24th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone)
EXHIBIT 10LL INDEMNITY AGREEMENT AGREEMENT, effective as of _____________________________, between BellSouth Corporation, a Georgia corporation (the "Corporation"), and ____________________________________ (the "Indemnitee"). WHEREAS, both the...Indemnity Agreement • February 24th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
VOTING AGREEMENT AND IRREVOCABLE PROXY AGREEMENT, dated as of February 11, 1997 by and between RICHARD L. KENDRICK, a Wireless Cable of Atlanta, Inc. stockholder ("Stockholder") and BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"). WHEREAS,...Voting Agreement and Irrevocable Proxy • February 21st, 1997 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
FIRST AMENDMENT TO THE BELLSOUTH CORPORATION TRUST UNDER EXECUTIVE BENEFIT PLAN(S)Agreement • February 24th, 2004 • Bellsouth Corp • Telephone communications (no radiotelephone)
EXHIBIT 10bbb FORM OF BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN 2006 PERFORMANCE SHARES AWARD TERMS AND CONDITIONS (non-162(m) officers) 1. General. These Terms and Conditions constitute a part of the 2006 Performance Shares Award...Bellsouth Corp • February 28th, 2006 • Telephone communications (no radiotelephone)
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 21st, 1997 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia
