CINGULAR WIRELESS LLC
EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
de la ▇▇▇▇ dated December 29, 2003
EXHIBIT 10.59
TRANSITION AGREEMENT
THIS AGREEMENT is made and entered into this 29 day of December, 2003,
by and between BellSouth Corporation, a Georgia corporation ("Company"), and
▇▇▇▇▇▇ de la ▇▇▇▇ ("Executive") (each, a "Party" and, collectively, the
"Parties"):
REASONS FOR THIS AGREEMENT. Executive has been employed by Company and
its Affiliated Companies since 1974. During his tenure, Executive has served in
a variety of senior capacities and currently serves as Company's President -
Latin America Operations with overall responsibility for Company's operations in
Argentina, Uruguay, Colombia, Venezuela, Chile, Peru, Ecuador, Panama, Nicaragua
and Guatemala.
Executive's previous assignments include having served as Company's
President of Broadband and Internet Services with overall responsibility for the
deployment, marketing and operations of broadband services, internet services
and data support. Prior to that assignment, Executive was responsible for
BellSouth Telecommunications, Inc.'s network operations in selected states.
Company and SBC Communications Inc. combined their respective domestic
mobile wireless voice and data services businesses in 2000 into the newly-formed
entities Cingular Wireless LLC and Cingular Wireless Management Corp. (together
with their subsidiary companies, collectively referred to herein as "Cingular").
Company now desires to have Executive join Cingular as its Chief Operating
Officer, a move that will require termination of Executive's employment with
Company. Through this Agreement, Company desires, in part, to provide certain
transition benefits and severance protections to Executive. Executive has agreed
to accept this assignment to Cingular and now intends to separate from
employment with Company on December 30, 2003, and thereafter to join Cingular.
Executive acknowledges that Company and Affiliated Companies have
disclosed or made available and in the future will disclose and make available
Confidential Information to Executive, which could be used by Executive to
Company's or Affiliated Companies' detriment. Executive further acknowledges
that the covenant not to compete and other restrictive covenants in this
Agreement are fair and reasonable, that enforcement of the provisions of this
Agreement will not cause him undue hardship, and that the provisions of this
Agreement are reasonably necessary and commensurate with the need to protect
Company and Affiliated Companies and their business interests and property from
irreparable harm.
1. RESIGNATION FROM BELLSOUTH. Executive separates and resigns
from employment with Company and any position Executive holds with any
Affiliated Company effective December 30, 2003.
2. BELLSOUTH SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
CINGULAR WIRELESS LLC
EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
de la ▇▇▇▇ dated December 29, 2003
EXHIBIT 10.59
(a) Executive's transition to Cingular shall not be
deemed to trigger a termination of employment with Company for purposes of the
BellSouth Corporation Supplemental Executive Retirement Plan ("SERP").
Furthermore, Executive shall not be deemed to have terminated employment for
purposes of SERP until such time as Executive's employment with Cingular
terminates (or, if Executive leaves Cingular to accept employment without a
break in service with another Participating Company, Affiliate or Interchange
Company (as such terms are defined in SERP), Executive's employment shall not be
deemed to have terminated for purposes of SERP before the earliest date on which
Executive is no longer employed by any such entity).
(b) Executive shall continue to participate in SERP for
purposes of all benefits provided by SERP and to accrue benefits under SERP for
his full period of service with Cingular as if he remained employed by Company.
Company shall calculate Executive's SERP benefits by reference to his combined
period of service otherwise recognized under SERP plus his period of Cingular
service; by reference to compensation paid to Executive by Cingular with respect
to his period of service at Cingular; and, to the extent applicable, by
reference to compensation paid to him by Company with respect to his period of
service with Company and other Affiliated Companies. In addition to offsets
provided in SERP, Executive's benefits under SERP shall also be reduced by any
benefits payable to him under any one or more tax-qualified or non-qualified
defined benefit pension plans, excess plans, make-up plans or supplemental
executive retirement plans at Cingular. In determining Executive's SERP benefits
accrued while at Cingular, Company shall make such additional adjustments in the
administration of SERP and the calculation of Executive's benefits thereunder as
shall be necessary and appropriate to take into account Cingular's compensation
and employment practices.
3. TERMINATION ALLOWANCE.
(a) In the event Executive's employment with Cingular is
terminated under circumstances described in Section 3(b) below, Company shall
pay to Executive (or, in the event of Executive's death, to his estate) a
termination allowance. The termination allowance shall be an amount equal to the
sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on
the date of Executive's termination of employment, plus (ii) two hundred percent
(200%) of the standard award amount applicable to Executive under his employer's
short term bonus plan for the year in which his date of termination occurs, less
all applicable withholdings, payable in a single lump sum payment. Payment of
the termination allowance shall be made as soon as practicable following
Executive's termination of employment under circumstances entitling him to such
payment, and satisfaction of all conditions described in this Agreement on
Executive's entitlement to such payment. For purposes of this Agreement, "Base
Salary" shall refer to the gross annual base salary payable to Executive
including (A) the amounts of any before-tax contributions made by Executive from
such salary to any tax-qualified cash or deferred arrangement sponsored by his
employer, and (B) the amount of any other deferrals of such salary under any
nonqualified deferred compensation plan(s) maintained by his employer.
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
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EXHIBIT 10.59
(b) Executive's employment shall be deemed to have been
terminated under circumstances described in this Section 3(b) only if:
(i) (A) Executive's employment is terminated
either by Cingular other than for Cause, or by Executive for Good Reason; (B)
Executive shall within thirty (30) days following such termination of employment
have notified Company of his desire to return to Company, and within thirty (30)
days following such notification Company shall have failed to offer to Executive
employment with Company or a subsidiary or affiliate of Company in a
"comparable" position (as defined below); and (C) Executive executes a
supplemental release, substantially in the form of the release agreement
attached to this Agreement as Exhibit "A" (the "Release Agreement"), which is
incorporated herein by this reference;
(ii) Executive's employment is terminated by
reason of Executive's Disability, and Executive executes a Release Agreement; or
(iii) Executive's employment is terminated by
reason of Executive's death.
For purposes of clause (i) above, a "comparable" position shall mean a
position (1) providing Base Salary and a standard or target short term bonus no
less than those provided to Executive immediately prior to his termination of
employment with Cingular (and disregarding any previous diminution in such
amounts which did or would have constituted Good Reason under this Agreement);
(2) reporting to Company's Chief Executive Officer; (3) providing types and
amounts of other compensation and benefits comparable to those provided to other
similarly situated Company officers; and (4) not requiring relocation outside
the Atlanta, Georgia, metropolitan area.
4. DISCHARGE AND WAIVER. Executive fully releases and forever
discharges Company and Affiliated Companies, and any employee, officer,
director, representative, agent, successor or assign of Company and Affiliated
Companies (both in their personal and official capacities), and all persons
acting by, through and under or in concert with any of them, from any and all
claims, demands, causes of action, remedies, obligations, costs and expenses of
whatever nature, whether under the common law, state law, federal law (including
but not limited to the Age Discrimination in Employment Act of 1967) or
otherwise, through the date of this Agreement, including those arising from or
in connection with the terms and conditions of employment with Company (and
Affiliated Companies). This paragraph is not intended to and shall not affect
benefits to which Executive may be entitled under any pension, savings, health,
welfare, or other benefit plan in which Executive is a participant.
5. COVENANT NOT TO ▇▇▇. Executive covenants and agrees not to
make or file any claim, demand or cause of action or seek any remedy of whatever
nature, whether under the common law, state law, federal law or otherwise,
arising from or in connection with the matters
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
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EXHIBIT 10.59
discharged and waived in Section 4, above. Notwithstanding the foregoing, in the
event Executive files a charge or lawsuit under the Age Discrimination in
Employment Act of 1967 (ADEA), and thereby challenges the validity of the
release described in Section 4, such charge or lawsuit will not be considered a
breach of this Section 5.
6. CONFIDENTIAL INFORMATION. Executive agrees to protect
Confidential Information from misuse or unauthorized disclosure. In addition to
complying with all applicable laws governing trade secret and confidential
information disclosure, Executive will not (i) use, except in connection with
work for Company or Affiliated Companies, or threaten to use, or (ii) disclose,
communicate or give others access to (orally, in writing, electronically or
digitally) or threaten to disclose, communicate or give other access to any
Confidential Information. For purposes of this Agreement, "Confidential
Information" shall mean information, whether generated internally or externally,
whether in written, oral, digital, electronic or any other form or format,
relating to Company's or Affiliated Companies' businesses that derives economic
value, actual or potential, from not being generally known to other Persons and
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy or confidentiality, including, but not limited to, studies
and analyses, technical or nontechnical data, programs, patterns, compilations,
devices, methods, models (including cost and /or pricing models and operating
models), techniques, drawings, processes, employee compensation data, and
financial data (including marketing information and strategies and personnel
data). For purposes of this Agreement, Confidential Information does not include
information that is not a trade secret three (3) years after termination of
Executive's employment with Company, but shall continue to include trade secrets
as long as information remains a trade secret under applicable law. Executive
acknowledges that any use of, reliance upon, disclosure or other
misappropriation of Confidential Information inconsistent with the terms of this
Agreement (including without limitation acceptance by Executive of a position in
which the inevitability of such use, reliance, disclosure or misappropriation is
reasonably anticipated) would result in material and irreparable damage and
injury to Company or Affiliated Companies.
7. LIMITATION ON COMPETITION. In consideration of the additional
payments, benefits and other rights that are being provided to Executive under
this Agreement, during the one (1) year period following the Effective Date,
Executive agrees not to provide any "Services" (as defined in the third
paragraph of this Section 7) to any Person that competes directly with Company
or any Affiliated Companies, whether Executive provides the Services as an
employee, consultant, independent contractor, advisor or director. After the
termination of Executive's employment, the foregoing covenant shall restrict
Executive's actions only with respect to competition in the Territory.
For purposes of this Agreement, the term "Territory" shall mean the
geographical territory consisting of (i) those territories in the countries of
Argentina, Uruguay, Colombia, Venezuela, Chile, Peru, Ecuador, Panama, Nicaragua
and Guatemala described in Exhibit "B" attached hereto and incorporated by
reference herein and (ii) those counties and parishes in the states of Alabama,
Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
de la ▇▇▇▇ dated December 29, 2003
EXHIBIT 10.59
Carolina, and Tennessee listed on Exhibit "B", which the Parties acknowledge
represents geographical territories in which Executive, as of the Effective
Date, has (or has had) responsibility for providing Services to Company or
Affiliated Companies. The Parties also acknowledge that the entire Territory
consists of geographical territories in which Company and Affiliated Companies,
directly or indirectly, are conducting business on the Effective Date. In an
effort to impose reasonable limitations on the scope of the Territory, Company
has not required that Executive comply with the covenant in this Section 7 in
all geographical areas where Company and Affiliated Companies are licensed to
conduct business and are conducting business, even though the Parties
acknowledge that Executive is performing Services throughout that entire area.
Executive agrees that because of the widespread nature of Company's business,
Executive's engaging in competitive activity anywhere in the Territory would
irreparably injure Company or Affiliated Companies and that, therefore, a more
limited geographic restriction is neither feasible nor appropriate.
For purposes of this Agreement, the term "Services" shall mean services
which Executive as of the Effective Date is responsible for providing to Company
and Affiliated Companies, which Executive acknowledges consists of providing
management, administrative and advisory services related to business planning
and operations with respect to the communications services business, consisting
of wireline (local exchange, exchange access and intraLATA toll)
telecommunications services, systems and products, wireless (cellular, personal
communications service, and mobile data) communications services, systems and
products, electronic commerce or communications (internet and web based
applications), data transmission and networking, entertainment services, systems
and products, paging services, systems and products, and telecommunications
directory advertising and publishing.
Executive represents and warrants that Executive's education, training
and experience are such that this Section 7 will not jeopardize or significantly
interfere with Executive's ability to secure other gainful employment.
8. INTERPRETATION; SEVERABILITY OF INVALID PROVISIONS. Executive
acknowledges and agrees that the limitations described in this Agreement,
including specifically the limitations upon his activities, are reasonable in
scope, are necessary for the protection of Company's and Affiliated Companies'
business, and form an essential part of the consideration for which this
Agreement has been entered into. It is the intention of the Parties that the
provisions of this Agreement be enforced to the fullest extent permissible under
applicable laws and public policies. Nonetheless, the rights and restrictions
contained in this Agreement may be exercised and shall be applicable and binding
only to the extent they do not violate any applicable laws and are intended to
be limited to the extent necessary so that they will not render this Agreement
illegal, invalid or unenforceable. If any provision of this Agreement shall be
held to be illegal, invalid or unenforceable, the remaining provisions shall
remain in full force and effect. The provisions of this Agreement do not in any
way limit or abridge Company's or Affiliated Companies' rights under the laws of
unfair competition, trade secret, copyright, patent, trademark or any other
applicable law(s), all of which are in addition to and cumulative of
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
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EXHIBIT 10.59
Company's or Affiliated Companies' rights under this Agreement. Executive agrees
that the existence of any claim by Executive against Company or any Affiliated
Company, whether predicated on this Agreement or otherwise, shall not constitute
a defense to enforcement by Company or any Affiliated Company of any or all of
such provisions or covenants.
9. CONSEQUENCES OF BREACH OF AGREEMENT BY EXECUTIVE. Executive
agrees that he will reimburse Company and Affiliated Companies for any and all
attorneys' fees incurred by Company and Affiliated Companies arising out of
Executive's breach or threatened breach of any provision of this Agreement.
Executive also understands that his entitlement to and retention of the benefits
provided to Executive under this Agreement are expressly conditioned upon his
fulfillment of the terms and conditions of the Agreement, and Executive agrees,
to the extent permitted or required by law, immediately to return or repay the
amounts he has received under this Agreement from Company in excess of One
Hundred Dollars ($100.00) upon Executive's breach of any provision of this
Agreement. Although, as provided in Section 5 of this Agreement, the filing of a
charge or a lawsuit under the Age Discrimination in Employment Act (ADEA) to
challenge the validity of the Agreement will not be considered a breach, the
severance and other benefits paid to Executive under this Agreement may serve as
restitution, recoupment, and/or setoff in the event Executive prevails on the
merits of such claim.
10. RELIEF. The Parties acknowledge that a breach or threatened
breach by Executive of any of the terms of this Agreement would result in
material and irreparable damage and injury to Company or Affiliated Companies,
and that it would be difficult or impossible to establish the full monetary
value of such damage. Therefore, Company and Affiliated Companies shall be
entitled to injunctive relief in the event of Executive's breach or threatened
breach of any of the terms contained in this Agreement.
11. ARBITRATION. Except for the right to seek temporary restraint
or interim injunctive relief from a court of competent jurisdiction (as provided
in Section 10, any dispute, controversy or claim arising out of or relating to
this Agreement, or the breach, termination or invalidity of any provision hereof
(collectively, a "Claim") shall be settled by arbitration pursuant to the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association. Any such arbitration shall be conducted by one
arbitrator, with experience in the matters covered by this Agreement, mutually
acceptable to the Parties. If the Parties are unable to agree on the arbitrator
within thirty (30) days of one party giving the other party written notice of
intent to arbitrate a Claim, the American Arbitration Association shall appoint
an arbitrator with such qualifications to conduct such arbitration. The decision
of the arbitrator in any such arbitration shall be conclusive and binding on the
Parties. Any such arbitration shall be conducted in Atlanta, Georgia.
The Parties indicate their acceptance of the foregoing arbitration
requirement by initialing below:
RDS RDV
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
de la ▇▇▇▇ dated December 29, 2003
EXHIBIT 10.59
Company Executive
12. AGREEMENT BINDING. This Agreement shall be binding upon and
inure to the benefit of Company and Affiliated Companies, and their successors,
assignees, and designees, and Executive and Executive's heirs, executors,
administrators, personal representatives and assigns.
13. ENTIRE AGREEMENT; PREVIOUS AGREEMENT. This Agreement and all
exhibits to this Agreement (which are incorporated into the Agreement by
reference) contain the entire agreement between the Parties and no statements,
promises or inducements made by either Party, or agent of either Party, which
are not contained in this Agreement shall be valid or binding; provided,
however, that the matters dealt with herein supersede the terms of Company
benefit plans and agreements between the Parties entered into pursuant to such
plans only to the extent the provisions of such plans and related agreements are
inconsistent with this Agreement and other provisions of such plans and related
agreements not inconsistent with this Agreement are not affected. This Agreement
may not be enlarged, modified or altered except in writing signed by the
Parties.
14. NONWAIVER. The failure of Company or any Affiliated Companies
to insist upon strict performance of the terms of this Agreement, or to exercise
any option herein, shall not be construed as a waiver or a relinquishment for
the future of such term or option, but rather the same shall continue in full
force and effect.
15. NOTICES. All notices, requests, demands and other
communications required or permitted by this Agreement or by any statute
relating to this Agreement shall be in writing and shall be deemed to have been
duly given if delivered or mailed, first-class, certified mail, postage prepaid,
addressed to Company or Executive at the address reflected on Exhibit "C"
attached hereto and incorporated by herein by this reference.
16. NONDISCLOSURE. Executive shall not disclose the existence or
terms of this Agreement to any third party (excluding Executive's spouse and
children), except to receive advice of legal counsel, financial advisors or tax
advisors (who shall also be required to maintain its confidentiality) or to
comply with any statutory or common law duty; provided that these restrictions
on disclosure shall not apply to the extent that the existence of this Agreement
are disclosed by Company or any Affiliated Company as part of its periodic
public filings and disclosures or otherwise.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which, when
taken together, shall constitute one agreement.
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
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EXHIBIT 10.59
18. GOVERNING LAW; CONSULTATION WITH COUNSEL. This Agreement shall
be construed under and governed by the laws of the State of Georgia. Executive
has been advised to consult with an attorney, acknowledges having had ample
opportunity to do so and fully understands the binding effect of this Agreement.
In this regard, Executive acknowledges that a copy of this Agreement was
provided to Executive for review and consideration for up to twenty-two (22)
days. Further, Executive understands that this Agreement may be revoked by
Executive within seven (7) days from the date of execution of this Agreement.
Executive further acknowledges that he is a sophisticated businessperson and
that given his opportunity to review, negotiate and reject this Agreement, has
bargaining power equal to that of Company. Therefore, the provisions of this
Agreement shall not be construed against Company.
19. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the meaning specified below:
(a) "AFFILIATED COMPANIES" shall mean those subsidiaries
and affiliates of Company listed on Exhibit "D" attached hereto and incorporated
herein by this reference and any direct successors to those companies through
acquisition or merger or by way of name change.
(b) "BASE SALARY" shall have the meaning ascribed to such
term in Section 3 of this Agreement.
(c) "CAUSE" shall mean Executive's (i) engaging in an act
(or acts) of willful dishonesty involving Cingular, Company or other Affiliated
Companies or their business(es) that is demonstrably injurious to Cingular,
Company or other Affiliated Companies; or (ii) conviction of a crime classified
as a felony.
(d) "CONFIDENTIAL INFORMATION" shall have the meaning
ascribed to such term in Section 6 of this Agreement.
(e) "DISABILITY" shall mean an illness, injury or other
incapacity which qualifies Executive for long-term disability benefits under the
principal management long-term disability plan of Company.
(f) "EFFECTIVE DATE" shall mean the date on which this
Agreement is executed by the Parties as set forth on page 1 hereinabove.
(g) "GOOD REASON" shall mean, without Executive's express
written consent, any of the following circumstances: (i) a material diminution
in the status or responsibilities of Executive's position from those which
existed immediately prior to such diminution; (ii) a reduction in Executive's
Base Salary as in effect immediately prior to such reduction, or the failure to
pay a bonus award to which Executive is otherwise entitled under any of the
short term or long term incentive plans in which Executive participates (or any
successor incentive compensation plans) at the time such awards are usually
paid; (iii) Executive becoming entitled
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EXHIBITS - Transition Agreement by and between BellSouth Corporation and ▇▇▇▇▇▇
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EXHIBIT 10.59
to types or amounts of other compensation and benefits which are materially less
(or materially less valuable) than the types or amounts of such compensation and
benefits provided to other similarly situated officers; or (iv) a change in the
principal place of Executive's employment requiring relocation outside the
Atlanta, Georgia, metropolitan area.
(h) "PERSON" shall mean any individual, corporation,
limited liability entity, bank, partnership, joint venture, association, joint
stock company, trust, unincorporated organization, governmental or other legal
or business entity.
(i) "SERP" shall mean the BellSouth Corporation
Supplemental Executive Retirement Plan, as amended from time to time.
(j) "SERVICES" shall have the meaning ascribed to such
term in Section 7 of this Agreement.
(k) "TERRITORY" shall have the meaning ascribed to such
term in Section 7 of this Agreement.
IN WITNESS WHEREOF, Company has caused this Agreement to be executed by
its duly authorized representative, and Executive has executed this Agreement,
as of the date written above.
EXECUTIVE: BELLSOUTH CORPORATION
▇▇▇▇▇▇ de la ▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------- -----------------------------------
▇▇▇▇▇▇ de la ▇▇▇▇ Title: Vice President - Human Resources
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EXHIBIT "A"
RELEASE AGREEMENT
For and in consideration of the mutual promises contained in
the Agreement entered into on the __ day of __________, 2003, between ▇▇▇▇▇▇ de
la ▇▇▇▇ ("Executive") and BellSouth Corporation ("Company"), Executive does
hereby, for himself, his heirs, executors, administrators, and assigns, release
and forever discharge Company, its subsidiary, affiliated and associated
companies, and any employee, officer, director, representative, agent, successor
or assign of any such entity, and all persons acting by, through and under or in
concert with any of them (both in their personal and official capacities), from
any and all claims, demands, actions, causes of action, remedies, suits,
obligations, damages, losses, costs and expenses, of whatever kind or nature,
whether under common law, state law, federal law or otherwise, including without
limitation the Age Discrimination in Employment Act of 1967, as amended, through
the date of this Release Agreement, including without limitation those arising
from or in connection with the terms and conditions of Executive's employment
with Company and any subsidiary, affiliated and associated companies, or the
termination of Executive's employment. This Release is not intended to affect
benefits to which Executive may be entitled under any pension, savings, health,
welfare or other benefit plan in which Executive is a participant.
Executive covenants and agrees not to make or file any claim,
demand or cause of action or seek any remedy of whatever nature, whether under
common law, state law, federal law or otherwise arising from or in connection
with the matters discharged and waived above. Notwithstanding the foregoing, in
the event Executive files a charge or lawsuit under the Age Discrimination in
Employment Act of 1967 ("ADEA") and thereby challenges the validity of the
release described herein, such charge or lawsuit will not be considered a breach
of this provision.
Executive has been advised to consult with an attorney,
acknowledges having had ample opportunity to do so, and fully understands the
binding effect of this Release Agreement. Executive acknowledges that a copy of
this Release Agreement was provided to him on __________, 20__, for review and
consideration for up to twenty-two (22) days. Executive understands that this
Release may be revoked by him within seven (7) days from the date of execution
of this Release Agreement.
Executive agrees that this Agreement shall be construed under
and governed by the laws of the State of Georgia.
Executive now states that the only consideration for his
signing this Release Agreement is the mutual promises and payment of the sum
described above; that no other promises or agreements of any kind or nature have
been made to, or with, him by Company or its agents to cause him to sign this
Release Agreement, and that Executive fully understands the meaning and intent
of this instrument.
WITNESS my hand and seal this ____ day of __________, 20___.
________________________________
▇▇▇▇▇▇ DE LA ▇▇▇▇
A-1
EXHIBIT "B"
GEOGRAPHIC TERRITORY
LATIN AMERICA
Argentina (Nationwide)
Chile (Nationwide)
Colombia (Nationwide)
Ecuador (Nationwide)
Guatemala (Nationwide)
Nicaragua (Managua and the Pacific Coast)
Panama (Nationwide)
Peru (Nationwide)
Uruguay (Abiatar - Coastal Corridor)
Venezuela (Nationwide)
UNITED STATES
Alabama: Jefferson and Shelby Counties (Birmingham)
Mobile County (Mobile)
Florida: Broward and Dade Counties (Miami-Ft. Lauderdale)
Palm Beach County (West Palm Beach)
Georgia: ▇▇▇▇▇▇, DeKalb, ▇▇▇▇ and Gwinnett Counties (Atlanta)
Kentucky: Jefferson County (Louisville)
Louisiana: Jefferson and Orleans Parishes (New Orleans)
East Baton Rouge, Ascension and ▇▇▇▇▇▇▇▇▇▇ Parishes
(Baton Rouge)
Mississippi: ▇▇▇▇▇, Madison and ▇▇▇▇▇▇ Counties (▇▇▇▇▇▇▇)
North Carolina: Mecklenburg County (Charlotte)
Wake County (Raleigh)
South Carolina: ▇▇▇▇▇▇▇▇, Greenville and Spartanburg Counties (Greenville)
Richland and Lexington Counties (Columbia)
Tennessee: Davidson County (Nashville)
Shelby County (Memphis)
B-1
EXHIBIT "C"
NOTICES
To Company: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President and
General Counsel
BellSouth Corporation
Suite 2002
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
To Executive: ▇▇▇▇▇▇ de la ▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
C-1
EXHIBIT "D"
Domestic
BellSouth Telecommunications, Inc.
BellSouth Enterprises, Inc.
Cingular Wireless LLC
BellSouth Long Distance, Inc.
BellSouth Advertising & Publishing Corporation
▇.▇. ▇▇▇▇▇ and Company (d/b/a The ▇▇▇▇▇ Company)
International
Abiatar S.A.
BellSouth Chile S.A.
BellSouth Colombia S.A.
BellSouth Comunicaciones S.A.
BellSouth Guatemala y Compania, S.C.A.
BellSouth International, Inc.
BellSouth Inversiones S.A.
BellSouth Panama S.A.
BellSouth Peru, S.A.
BellSouth Shanghai Centre, Ltd.
CellCom Israel Ltd.
Compania de Radiocomunicaciones Moviles S.A.
Compania de Telefonos del Plata S.A.
Otecel S.A.
SONOFON A/S
StarMedia Network, Inc.
Telcel C.A.
Telefonia Celular de Nicaragua, S.A.
D-1
