As Filed:
Registration No. 333 -
8
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________
Form S-8
Registration Statement
Under
The Securities Act of 1933
_______________________________________
BellSouth Corporation
A Georgia I.R.S. Employer
Corporation No. 58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-2000
______________________________________________
BellSouth Corporation
Compensation Deferral Plan
_______________________________________________
Agent for Service:
Keith B. Breeden
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404 249-3035
____________________________________________
Calculation of Registration Fee
proposed proposed
title of amount maximum maximum amount of
securities to be offering aggregate registrati
to price on
be registered per unit offering fee
registered price
Deferred $26,000,000 N/A $26,000,000 $8,966
(a) (a)
Compensation
Obligations
(a) (a) Estimated in accordance with the provisions of the
BellSouth Corporation Compensation Deferral Plan based upon the
maximum amount of eligible employees' base salary deferral for a
two-year period.
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by BellSouth
Corporation (BellSouth) with the Securities and Exchange
Commission (File No. 1-8607) and are incorporated herein by
reference:
(1) BellSouth's Annual Report on Form 10-K for the year
ended December 31, 1995.
(2) BellSouth's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996.
(3) BellSouth's Current Reports on Form 8-K for the
following dates:
a. January 22, 1996
b. April 18, 1996
c. July 17, 1996
All documents filed by BellSouth pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, (the Securities Exchange Act) subsequent to the
date of this registration statement and prior to the filing
of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such
documents.
Copies of the above documents (other than exhibits to such
documents) may be obtained upon request without charge from
the Office of the Comptroller of BellSouth, Room 15G03, 1155
Peachtree Street, N.E., Atlanta, Georgia, 30309-3610.
Item 4. Description of Securities.
The securities registered hereby are deferred compensation
obligations (the Obligations), which are fully described in
the BellSouth Corporation Compensation Deferral Plan filed
as Exhibit 4 hereto (the Plan).
Item 5. Interests of Named Experts and Counsel.
Walter H. Alford, Executive Vice President and General
Counsel of BellSouth, is passing upon the legality of the
Obligations. Mr. Alford is eligible to purchase Obligations
in the Plan as a member of BellSouth's "executive
compensation group," as described in Section 3.2(c)(ii) of
the Plan.
Item 6. Indemnification of Directors and Officers.
As authorized by the Georgia Business Corporation Code (the
GBCC), BellSouth's Restated Articles of Incorporation limit
the monetary liability of its directors to BellSouth or its
shareholders for any breach of their duty of care or any
other duty as a director except (i) for misappropriation of
any business opportunity of BellSouth, (ii) for acts or
omissions not in good faith or which constitute intentional
misconduct or a knowing violation of law, (iii) for
liability for certain unlawful distributions, or (iv) for
any transaction from which the director derived an improper
personal benefit.
As authorized by the GBCC, the shareholders of BellSouth
have adopted an amendment to the By-laws expanding directors
and officers indemnification rights and approved a form of
Indemnity Agreement which BellSouth may enter with its
directors or officers. A person with whom BellSouth has
entered into such an Indemnity Agreement (an Indemnitee)
shall be indemnified against liabilities and expenses
related to such person's capacity as an officer or director
or to capacities served with other entities at the request
of BellSouth, except for claims excepted from the limited
liability provisions described above. An Indemnitee is also
entitled to the benefits of any directors' and officers'
liability insurance policy maintained for BellSouth and in
the event of a "change in control" of BellSouth, obligations
under the Indemnity Agreement will be secured with a letter
of credit in favor of the Indemnitee in an amount of not
less than $1,000,000. BellSouth has entered into Indemnity
Agreements with each of its directors.
The GBCC generally empowers a corporation, without
shareholder approval, to indemnify directors against
liabilities in proceedings to which they are named by reason
of serving as a director of the corporation, if such person
acted in a manner believed in good faith to be in or not
opposed to the best interests of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. Without shareholder
approval, indemnification is not permitted of a director
adjudged liable to the corporation in a proceeding by or in
the right of the corporation or a proceeding in which the
director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in
view of the circumstances, such person is fairly and
reasonably entitled to indemnification of reasonable
expenses incurred.
The GBCC permits indemnification and advancement of expenses
to officers who are not directors, to the extent consistent
with public policy. The GBCC provides for mandatory
indemnification of directors and officers who are successful
in defending against any proceeding to which they are named
because of their serving in such capacity.
BellSouth's By-laws also provide that BellSouth shall
indemnify any person made or threatened to be made a party
to any action (including any action by or in the right of
BellSouth) by reason of service as a director or officer of
BellSouth (or of another entity at BellSouth's request),
against liabilities and expenses if he acted in good faith
and in a manner reasonably believed to be in or not opposed
to the best interests of BellSouth (and with respect to any
criminal action, had no reasonable cause to believe his
conduct was unlawful), to the maximum extent permitted by
the GBCC.
The general limitations in the GBCC as to indemnification
may be superseded to the extent of the limited liability
provisions (with respect to directors) and the Indemnity
Agreements, as authorized by the shareholders and as
described above.
The directors and officers of BellSouth are covered by
liability insurance policies pursuant to which
(a) they are insured against loss arising from certain
claims made against them, jointly or severally, during the
policy period for any actual or alleged breach of duty,
neglect, error, misstatement, misleading statements,
omission or other wrongful act and (b) BellSouth is entitled
to have paid by the insurers, or to have the insurers
reimburse BellSouth for amounts paid by it, in respect of
such claims if BellSouth is required to indemnify officers
and directors for such claims.
Item 8. Exhibits.
Exhibit
Number
4 BellSouth Corporation Compensation Deferral Plan.
5 Opinion of Walter H. Alford.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Walter H. Alford (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) BellSouth hereby undertakes:
(i) to file during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(ii) that, for the purpose of determining any liability
under the Securities Act of 1933
(the Securities Act), each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof;
(iii) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering; and
(iv) that, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of BellSouth pursuant to the foregoing
provisions, or otherwise, BellSouth has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by BellSouth of expenses
incurred or paid by a director, officer or controlling
person of BellSouth in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, BellSouth will, unless in the opinion of its
counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
signatures
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on
the 3rd day of October, 1996.
BellSouth Corporation
By /s/Ronald M. Dykes
Ronald M. Dykes
Executive Vice President, Chief
Financial Officer
and Comptroller
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the
following persons in the capacities and on the date
indicated.
Principal Executive Officer:
John L. Clendenin*
Chairman of the Board,
President and
Chief Executive Officer
Principal Financial Officer and
Principal Accounting Officer:
/s/Ronald M. Dykes
Executive Vice President, Chief
Financial Officer and
Comptroller
Directors:
F. Duane Ackerman* Phyllis Burke Davis*
Reuben V. Anderson* John G. Medlin, Jr.*
James H. Blanchard* Robin B. Smith*
J. Hyatt Brown* C. Dixon Spangler, Jr.*
John L. Clendenin* Ronald A. Terry*
Armando M. Codina* Thomas R. Williams*
Marshall M. Criser* J. Tylee Wilson*
*By /s/Ronald M. Dykes
Ronald M. Dykes
(Individually and as Attorney-
in-Fact)
October 3, 1996
*by power of attorney
EXHIBIT INDEX
Exhibit
Number
4 BellSouth Corporation Compensation Deferral Plan.
5 Opinion of Walter H. Alford.
23 Consent of Coopers & Lybrand L.L.P.
23a Consent of Walter H. Alford (contained in opinion
filed as Exhibit 5).
iii
10/8/96-58109.03
BELLSOUTH CORPORATION
COMPENSATION DEFERRAL PLAN
BELLSOUTH CORPORATION COMPENSATION DEFERRAL PLAN
TABLE OF CONTENTS
BACKGROUND AND PURPOSE 1
ARTICLE I DEFINITIONS 2
1.1 "ACCOUNT" 2
1.2 "AFFILIATE" 2
1.3 "BASE SALARY" 2
1.4 "BELLSOUTH" 2
1.5 "BENEFICIARY" 2
1.6 "BOARD" 2
1.7 "BUSINESS DAY" 2
1.8 "CODE" 2
1.9 "COMPANY STOCK" 2
1.10 "COMPENSATION" 3
1.11 "CREDITED INTEREST RATE" 3
1.12 "DEFERRAL CONTRIBUTIONS" 3
1.13 "DEFERRAL ELECTION" 3
1.14 "EFFECTIVE DATE" 3
1.15 "ELECTION DEADLINE" 3
1.16 "ELECTION PACKAGE" 3
1.17 "ELIGIBLE EMPLOYEE" 3
1.18 "ERISA" 4
1.19 "INTEREST INCOME OPTION" 4
1.20 "INTEREST INCOME SUBACCOUNT" 4
1.21 "INVESTMENT ELECTION" 4
1.22 "INVESTMENT OPTIONS" 4
1.23 "PARTICIPANT" 4
1.24 "PARTICIPATING COMPANY" 4
1.25 "PLAN" 4
1.26 "PLAN ADMINISTRATOR" 4
1.27 "PLAN YEAR" 5
1.28 "STOCK UNIT" 5
1.29 "STOCK UNIT OPTION" 5
1.30 "STOCK UNIT SUBACCOUNT" 5
1.31 "VALUATION DATE" 5
ARTICLE II ELIGIBILITY AND PARTICIPATION 6
2.1 ELIGIBILITY. 6
2.2 ELECTION PROCEDURES. 6
2.3 CESSATION OF ELIGIBILITY. 6
ARTICLE III PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS 7
3.1 PARTICIPANTS' ACCOUNTS. 7
(A) ESTABLISHMENT OF ACCOUNTS. 7
(B) NATURE OF CONTRIBUTIONS AND ACCOUNTS. 7
(C) SEVERAL LIABILITIES. 7
(D) GENERAL CREDITORS. 7
3.2 DEFERRAL CONTRIBUTIONS. 7
(A) EFFECTIVE DATE. 7
(B) TERM. 8
(C) AMOUNT. 8
(D) REVOCATION. 8
(E) CREDITING OF DEFERRED COMPENSATION. 8
3.3 DEFERRAL ELECTIONS AND MULTIPLE PARTICIPATING COMPANIES. 9
3.4 TERMINATION UNDER SEVERANCE ARRANGEMENT 9
3.5 VESTING. 9
ARTICLE IV DETERMINATION AND CREDITING OF INVESTMENT RETURN 10
4.1 GENERAL INVESTMENT PARAMETERS. 10
4.2 PARTICIPANT DIRECTION OF DEEMED INVESTMENTS. 10
(A) NATURE OF PARTICIPANT DIRECTION. 10
(B) INVESTMENT OF CONTRIBUTIONS. 10
(C) INVESTMENT OF EXISTING ACCOUNT BALANCES. 10
(D) INVESTMENT SUBACCOUNTS. 11
4.3 STOCK UNIT OPTION. 11
(A) STOCK UNIT SUBACCOUNT. 11
(B) CASH DIVIDENDS. 11
(C) ADJUSTMENTS FOR STOCK DIVIDENDS AND SPLITS. 11
4.4 INTEREST INCOME OPTION. 12
(A) INTEREST INCOME SUBACCOUNT. 12
(B) CREDITING OF DEEMED INTEREST. 12
(I) AMOUNT INVESTED. 12
(II) DETERMINATION OF AMOUNT. 12
4.5 GOOD FAITH VALUATION BINDING. 13
4.6 ERRORS AND OMISSIONS IN ACCOUNTS. 13
ARTICLE V PAYMENT OF ACCOUNT BALANCES 14
5.1 BENEFIT AMOUNTS. 14
(A) BENEFIT ENTITLEMENT. 14
(B) VALUATION OF BENEFIT. 14
(C) CONVERSION OF STOCK UNITS INTO DOLLARS. 14
5.2 ELECTIONS OF TIMING AND FORM. 14
(A) TIMING. 14
(B) FORM OF DISTRIBUTION. 14
(C) MULTIPLE SELECTIONS. 15
5.3 BENEFIT PAYMENTS TO A PARTICIPANT. 15
(A) TIMING. 15
(B) FORM OF DISTRIBUTION. 15
(C) VALUATION OF SINGLE SUM PAYMENTS. 15
(D) VALUATION OF INSTALLMENT PAYMENTS. 15
5.4 DEATH BENEFITS. 16
(A) GENERAL 16
(B) VALUATION 16
5.5 BENEFICIARY DESIGNATION. 16
(A) GENERAL. 16
(B) NO DESIGNATION OR DESIGNEE DEAD OR MISSING. 16
(C) DEATH OF BENEFICIARY 17
5.6 TAXES. 17
ARTICLE VI CLAIMS 18
6.1 INITIAL CLAIM. 18
6.2 APPEAL. 18
6.3 SATISFACTION OF CLAIMS. 18
ARTICLE VII SOURCE OF FUNDS 20
ARTICLE VIII PLAN ADMINISTRATION 21
8.1 ACTION BY THE PLAN ADMINISTRATOR. 21
(A) INDIVIDUAL ADMINISTRATOR. 21
(B) ADMINISTRATIVE COMMITTEE. 21
8.2 RIGHTS AND DUTIES OF THE PLAN ADMINISTRATOR. 21
8.3 BOND; COMPENSATION. 22
ARTICLE IX AMENDMENT AND TERMINATION 23
9.1 AMENDMENTS. 23
9.2 TERMINATION OF PLAN. 23
9.3 LIMITATION ON AUTHORITY. 23
(A) PLAN AMENDMENTS 23
(B) PLAN TERMINATION 24
(C) OPINIONS OF COUNSEL 24
ARTICLE X MISCELLANEOUS 25
10.1 TAXATION. 25
10.2 WITHHOLDING. 25
10.3 NO EMPLOYMENT CONTRACT. 25
10.4 HEADINGS. 25
10.5 GENDER AND NUMBER. 25
10.6 ASSIGNMENT OF BENEFITS. 25
10.7 LEGALLY INCOMPETENT. 25
10.8 ENTIRE DOCUMENT. 25
10.9 GOVERNING LAW. 26
BELLSOUTH CORPORATION COMPENSATION DEFERRAL PLAN
Effective as of the 1st day of January, 1997, BellSouth
Corporation ("BellSouth") hereby establishes the BellSouth
Corporation Compensation Deferral Plan (the "Plan").
BACKGROUND AND PURPOSE
A. Goal. BellSouth desires to provide its designated key
management employees, and those of its affiliated companies that
participate in the Plan, with an opportunity (i) to defer the
receipt and income taxation of a portion of such employees' base
salaries; and (ii) to receive an investment return on those
deferred amounts based on the return of BellSouth stock, an
indexed rate of interest, or a combination of the two.
B. Purpose. The purpose of the Plan is to set forth the
terms and conditions pursuant to which these deferrals may be
made and deemed invested and to describe the nature and extent of
the employees' rights to their deferred amounts.
C. Type of Plan. The Plan constitutes an unfunded,
nonqualified deferred compensation plan that benefits certain
designated employees who are within a select group of key
management or highly compensated employees.
ARTICLE I
DEFINITIONS
For purposes of the Plan, each of the following terms, when
used with an initial capital letter, shall have the meaning set
forth below unless a different meaning plainly is required by the
context.
1.1 "Account" shall mean, with respect to a Participant or
Beneficiary, the total dollar amount or value evidenced by the
last balance posted in accordance with the terms of the Plan to
the account record established for such Participant or
Beneficiary with respect to the Deferral Contributions of such
Participant for any Plan Year.
1.2 "Affiliate" shall mean at any time any corporation,
joint venture or partnership in which BellSouth owns directly or
indirectly, (i) with respect to a corporation, stock possessing
at least ten percent (10%) of the total combined voting power of
all classes of stock in the corporation, or (ii) in the case of a
joint venture or partnership, a ten percent (10%) or greater
interest in the capital or profits of such joint venture or
partnership.
1.3 "Base Salary" shall mean, with respect to each Eligible
Employee for a Plan Year, the gross regular, periodic base salary
paid or payable to him during such Plan Year, including any of
his own before-tax and after-tax contributions to, or deferrals
under, any Code Section 401(k), Code Section 125, nonqualified
deferred compensation or other employee benefit plan or program,
maintained by a Participating Company from time to time, but
excluding any contributions or benefits paid under any such plan
or program by a Participating Company.
1.4 "BellSouth" shall mean BellSouth Corporation, a Georgia
corporation.
1.5 "Beneficiary" shall mean, with respect to a
Participant, the person(s) determined in accordance with Section
5.5 to receive any death benefits that may be payable under the
Plan upon the death of the Participant.
1.6 "Board" shall mean the Board of Directors of BellSouth.
1.7 "Business Day" shall mean each day on which the New
York Stock Exchange operates and is open to the public for
trading.
1.8 "Code" shall mean the Internal Revenue Code of 1986, as
amended.
1.9 "Company Stock" shall mean the $1.00 par value per
share voting common stock of BellSouth.
1.10 "Compensation" shall mean, for purposes of determining
the maximum amount that a Participant may defer under the Plan
for any Plan Year, the total of such Participant's (i) annualized
Base Salary rate, and (ii) standard short-term incentive award
amount. For a Participant who is designated by the Plan
Administrator as a member of BellSouth's "executive compensation
group" for purposes of this Plan such amount shall be determined
as the rate or amount in effect or applicable on the date such
Participant executes a Deferral Election. For a Participant who
is designated by the Plan Administrator as a "senior manager" for
purposes of this Plan such amount shall be determined as the rate
or amount in effect or applicable on September 1 of the year in
which the Participant executes a Deferral Election. For any
Eligible Employee employed by a Participating Company whose
compensation structure does not readily fit this definition,
"Compensation" shall mean cash compensation as defined by the
Plan Administrator.
1.11 "Credited Interest Rate" shall mean, for each Plan
Year, the rate of return equal to Moody's Monthly Average of
Yields of Aa Corporate Bonds, as published by Moody's Investors
Service, Inc., for the month of July immediately preceding such
Plan Year. If such rate (or any alternative rate described in
this sentence) is at any time no longer available, the Plan
Administrator shall designate an alternative rate which in the
Plan Administrator's reasonable judgment is generally comparable
to the rate described in the preceding sentence, and such
alternative rate shall thereafter be the Credited Interest Rate.
1.12 "Deferral Contributions" shall mean, for each Plan
Year, that portion of a Participant's Base Salary deferred under
the Plan pursuant to Section 3.2.
1.13 "Deferral Election" shall mean a written election form
provided by the Plan Administrator on which an Eligible Employee
may elect to defer under the Plan a portion of his Base Salary.
1.14 "Effective Date" shall mean January 1, 1997.
1.15 "Election Deadline" shall mean, with respect to a Plan
Year, the November 30 (or if November 30 is not a Business Day,
the last Business Day immediately preceding November 30)
immediately preceding the first day of such Plan Year.
1.16 "Election Package" shall mean a package consisting of a
Deferral Election, an Investment Election and such other forms
and documents distributed to Eligible Employees by the Plan
Administrator for the purpose of allowing them to elect to
actively participate in the Plan for a Plan Year.
1.17 "Eligible Employee" shall mean, for each Plan Year,
each management employee of a Participating Company who (i) is a
member of a select group of highly compensated or key management
employees, and (ii) is designated by the Plan Administrator as a
member of BellSouth's "executive compensation group" or as a
"senior manager" for purposes of this Plan for the Plan Year, or
is otherwise designated by the Plan Administrator as eligible to
participate in the Plan for such Plan Year.
1.18 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
1.19 "Interest Income Option" shall mean the Investment
Option described in Section 4.4, pursuant to which a
Participant's deemed investment earnings are determined on the
basis of the Credited Interest Rate.
1.20 "Interest Income Subaccount" shall mean a bookkeeping
subaccount reflecting that portion of a Participant's Account for
each Plan Year which is deemed to be invested in the Interest
Income Option.
1.21 "Investment Election" shall mean a written election
form provided by the Plan Administrator on which an Eligible
Employee may elect to have his Deferral Contributions for a Plan
Year (and all investment earnings attributable thereto) deemed
invested in either the Stock Unit Option and/or the Interest
Income Option.
1.22 "Investment Options" shall mean the Stock Unit Option
and the Interest Income Option.
1.23 "Participant" shall mean any person participating in
the Plan pursuant to the provisions of Article II.
1.24 "Participating Company" shall mean BellSouth and each
Affiliate listed as a Participating Company as of January 1, 1997
on Exhibit A hereto, and each other Affiliate which, by action of
its board of directors (or equivalent governing body), adopts the
Plan as a Participating Company with the approval of the Plan
Administrator. Exhibit A shall be updated from time to time to
reflect the addition of new Participating Companies, and the
effective dates of their participation, and the deletion of any
entities which are no longer Participating Companies.
1.25 "Plan" shall mean the BellSouth Corporation
Compensation Deferral Plan, as contained herein and all
amendments hereto.
1.26 "Plan Administrator" shall mean the Chief Executive
Officer of BellSouth and any individual or committee he
designates to act on his behalf with respect to any or all of his
responsibilities hereunder; provided, the Board may designate any
other person or committee to serve in lieu of the Chief Executive
Officer as the Plan Administrator with respect to any or all of
the administrative responsibilities hereunder.
1.27 "Plan Year" shall mean the calendar year.
1.28 "Stock Unit" shall mean an accounting entry that
represents an unsecured obligation of a Participating Company to
pay to a Participant an amount which is based on the fair market
value of one share of Company Stock as set forth herein. A Stock
Unit shall not carry any voting, dividend or other similar rights
and shall not constitute an option or any other right to acquire
any equity securities of BellSouth.
1.29 "Stock Unit Option" shall mean the Investment Option
described in Section 4.3, pursuant to which a Participant's
deemed investment earnings are determined by the rate of return
applicable to Stock Units.
1.30 "Stock Unit Subaccount" shall mean a bookkeeping
subaccount reflecting that portion of a Participant's Account for
each Plan Year which is deemed to be invested in the Stock Unit
Option.
1.31 "Valuation Date" shall mean December 31 (or, if
December 31 is not a Business Day, the last Business Day
immediately preceding December 31), and each other day declared
by the Plan Administrator to be a Valuation Date.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. Each individual who is an Eligible
Employee for a Plan Year shall be eligible to defer a portion of
his Base Salary and thereby to actively participate in the Plan
for such Plan Year. Such individual's participation shall become
effective as of the first day of such Plan Year, assuming he
properly and timely completes the election procedures described
below.
2.2 Election Procedures. Each Eligible Employee shall
elect to defer a portion of his Base Salary and thereby become an
active Participant for a Plan Year by delivering a completed
Deferral Election and an Investment Election by the Election
Deadline for such Plan Year. The Plan Administrator also may
require the Eligible Employee to complete other forms and provide
other data, as a condition of participation in the Plan.
Furthermore, such an election by an individual shall be effective
only if the individual is actively employed as an Eligible
Employee at the time the individual delivers the completed
Deferral Election and Investment Election.
2.3 Cessation of Eligibility. An Eligible Employee's
active participation in the Plan shall terminate, and he shall
not be eligible to make any additional Deferral Contributions for
any portion of a Plan Year following the date his employment with
BellSouth and all Participating Companies terminates (unless he
is reemployed as an Eligible Employee later in such Plan Year).
In addition, an individual who actively participated in the Plan
during prior Plan Years but who is not an Eligible Employee or
does not complete the election procedures, for a subsequent Plan
Year, shall cease his active participation in the Plan for such
subsequent Plan Year. Even if an individual's active
participation in the Plan ends, such individual shall remain an
inactive Participant in the Plan until the earlier of (i) the
date the full amount of his Accounts is distributed from the
Plan, or (ii) the date he again becomes an Eligible Employee and
recommences active participation in the Plan. During the period
of time that an individual is an inactive Participant in the
Plan, his Accounts shall continue to be credited with earnings as
provided in the Plan.
ARTICLE III
PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS
3.1 Participants' Accounts.
(a) Establishment of Accounts. The Plan Administrator
shall establish and maintain an Account on behalf of each
Participant for each Plan Year for which the Participant makes
Deferral Contributions. The Plan Administrator shall credit each
Participant's Account with his Deferral Contributions for such
Plan Year and earnings attributable thereto, and shall maintain
such Account until the value thereof has been distributed to or
on behalf of such Participant or his Beneficiary.
(b) Nature of Contributions and Accounts. The amounts
credited to a Participant's Accounts shall be represented solely
by bookkeeping entries. Except as provided in Article VII, no
monies or other assets shall actually be set aside for such
Participant, and all payments to a Participant under the Plan
shall be made from the general assets of the Participating
Companies.
(c) Several Liabilities. Each Participating Company
shall be severally (and not jointly) liable for the payment of
benefits under the Plan under Deferral Elections executed by
Eligible Employees with, and while employed by, such
Participating Company.
(d) General Creditors. Any assets which may be
acquired by a Participating Company in anticipation of its
obligations under the Plan shall be part of the general assets of
such Participating Company. A Participating Company's obligation
to pay benefits under the Plan constitutes a mere promise of such
Participating Company to pay such benefits, and a Participant or
Beneficiary shall be and remain no more than an unsecured,
general creditor of such Participating Company.
3.2 Deferral Contributions. Each Eligible Employee may
irrevocably elect to have Deferral Contributions made on his
behalf for a Plan Year by completing in a timely manner a
Deferral Election and an Investment Election and following other
election procedures as provided in Section 2.2. Subject to any
modifications, additions or exceptions that the Plan
Administrator, in its sole discretion, deems necessary,
appropriate or helpful, the following terms shall apply to such
Deferral Elections:
(a) Effective Date. A Participant's Deferral Election
for any Plan Year shall be effective and provide for the
reduction and deferral of a portion of such Participant's Base
Salary otherwise payable in regular, periodic paychecks during
such Plan Year. If an Eligible Employee fails to deliver a
Deferral Election, or to complete any of the other requisite
election procedures, in a timely manner, he shall be deemed to
have elected not to participate in the Plan for that Plan Year.
(b) Term. Each Participant's Deferral Election for a
Plan Year shall remain in effect with respect to a portion of all
Base Salary paid or payable during such Plan Year, but shall not
apply to any subsequent Plan Year.
(c) Amount. Each Eligible Employee's Deferral
Election shall specify a dollar amount, in increments of
$1,000.00, of annual Base Salary to be deferred. The maximum
amount that an Eligible Employee may defer for any Plan Year
shall be as follows:
(i) for an Eligible Employee who is designated as
a "senior manager", or otherwise designated by the Plan
Administrator as eligible to participate in the Plan (and
who is not also designated as a member of BellSouth's
"executive compensation group" for the Plan Year), 10% of
his Compensation; and
(ii) for an Eligible Employee who is designated as
a member of BellSouth's "executive compensation group", 25%
of his Compensation;
in each case, rounded to the next highest thousand dollars. The
total dollar amount shall be withheld from such Eligible
Employee's regular, periodic paychecks of Base Salary in
substantially equal installments throughout the Plan Year.
Notwithstanding any provision of this Plan or a Deferral
Election to the contrary, however, the amount withheld from any
payment of Base Salary shall be reduced automatically, if
necessary, so that it does not exceed the amount of such payment
net of all withholding, allotments and deductions, other than
any reduction pursuant to such Deferral Election. No amounts
shall be withheld during any period an individual ceases to
receive Base Salary as an actively employed Eligible Employee
for any reason during the Plan Year except that, in the case of
an individual on an approved paid leave of absence as an
Eligible Employee (including a paid leave of absence under a
short term disability plan of a Participating Company), amounts
shall be withheld from such leave of absence payments and
otherwise treated in the same manner as if such payments
constituted Base Salary under the Plan. No adjustment shall be
made in the amount to be withheld from any subsequent payment of
Base Salary for a Plan Year to compensate for any missed or
reduced withholding amounts above.
(d) Revocation. Once made for a Plan Year, a
Participant may not revoke his Deferral Election for such Plan
Year.
(e) Crediting of Deferred Compensation. The Plan
Administrator shall credit to each Participant's Account for a
Plan Year, as of the first day of such Plan Year, the entire
amount of the Participant's Deferral Contributions reflected in
his Deferral Election for such Plan Year; provided, that the
Participant's Account shall be automatically adjusted,
retroactively to the first day of such Plan Year, to reflect the
amount of Deferral Contributions actually made from Base Salary
(or pursuant to Section 3.4, if applicable) during the Plan Year
if for any reason the entire amount of the Participant's Deferral
Contributions so reflected is not made.
3.3 Deferral Elections and Multiple Participating
Companies. Any Deferral Election which is timely executed and
delivered to the Plan Administrator shall be effective to defer
Base Salary earned by the Participant from the Participating
Company employing such Participant at the time of his election or
any other Participating Company employing such Participant during
the Plan Year for which the Deferral Election is effective. In
particular, a Participant (i) who timely executes and delivers a
Deferral Election while employed by one Participating Company and
subsequently transfers to another Participating Company, or
(ii) who terminates employment and subsequently becomes employed
by another Participating Company, shall have the Base Salary that
is paid or payable to him by both Participating Companies reduced
under the terms of the Deferral Election and the Plan as if the
transfer or termination and reemployment had not occurred;
provided, that, as provided in Section 3.2(c), no amounts shall
be withheld attributable to any portion of the Plan Year during
which he is not receiving Base Salary as an Eligible Employee of
a Participating Company.
3.4 Termination Under Severance Arrangement. A Participant
eligible to participate in a severance plan or arrangement
sponsored by a Participating Company which provides for a lump-
sum severance payment upon termination of employment may elect,
on such form and at such time and in such manner as shall be
prescribed by the Plan Administrator, to reduce the amount of a
lump-sum severance payment to which the Participant may become
entitled under such plan or arrangement in an amount not to
exceed the dollar amount by which the Participant's Deferral
Contributions for the Plan Year in which such termination occurs
would not have been made at the time of termination of
employment, and the amount so elected shall for all purposes be
treated as Deferral Contributions made under the Plan.
3.5 Vesting. A Participant shall at all times be fully
vested in his Deferral Contributions and all investment earnings
attributable thereto.
ARTICLE IV
DETERMINATION AND CREDITING OF INVESTMENT RETURN
4.1 General Investment Parameters. The rate of return
credited to each Participant's Account shall be determined on the
basis of the Investment Option(s) selected by the Participant.
The terms of this selection process and the manner in which
investment return is credited are set forth in this Article IV.
4.2 Participant Direction of Deemed Investments. Each
Participant generally may direct the manner in which his Deferral
Contributions for each Plan Year shall be deemed invested in and
between the Stock Unit Option and/or the Interest Income Option,
in accordance with the following terms:
(a) Nature of Participant Direction. A Participant's
election of the Stock Unit Option and/or Interest Income Option
shall be for the sole purpose of determining the rate of return
to be credited to his Account for such Plan Year, and shall not
be treated or interpreted in any manner whatsoever as a
requirement or direction to actually invest assets in Company
Stock, an interest income fund or any other investment media.
The Plan, as an unfunded, nonqualified deferred compensation
plan, at no time shall have any actual investment of assets
relative to the benefits or Accounts hereunder.
(b) Investment of Contributions. In conjunction with
completing a Deferral Election for a Plan Year, an Eligible
Employee shall complete an Investment Election prescribing the
percentage of his Deferral Contributions for such Plan Year that
will be deemed to be invested in the Stock Unit Option and/or the
Interest Income Option; provided, such Investment Election shall
specify one of the three alternatives, as follows:
(i) 100% of the Deferral Contributions for such
Plan Year shall be deemed invested in the Stock Unit Option;
(ii) 100% of the Deferral Contributions for such
Plan Year shall be deemed invested in the Interest Income
Option; or
(iii) 50% of the Deferral Contributions for
such Plan Year shall be deemed invested in the Stock Unit
Option, and 50% of the Deferral Contributions for such Plan
Year shall be deemed invested in the Interest Income Option.
(c) Investment of Existing Account Balances. A
Participant may not make an Investment Election changing the
percentage of an existing Account balance that will be deemed to
be invested in the Stock Unit Option and/or the Interest Income
Option. Once an Investment Election is made with respect to an
Account, it shall continue to apply with respect to such Account
until all amounts in such Account are distributed.
(d) Investment Subaccounts. For the sole purpose of
tracking a Participant's investment elections and calculating
investment earnings attributable to a Participant's Account for a
Plan Year pursuant to the terms of this Article IV, the Plan
Administrator shall establish and maintain for such Participant
for such Plan Year a Stock Unit Subaccount and an Interest Income
Subaccount, as necessary, the total of which shall equal such
Participant's Account for such Plan Year.
4.3 Stock Unit Option.
(a) Stock Unit Subaccount. To the extent an Eligible
Employee makes an Investment Election in accordance with Section
4.2 to have all or a portion of his Deferral Contributions for a
Plan Year deemed to be invested in the Stock Unit Option, the
Participant's Stock Unit Subaccount for such Plan Year shall be
credited (subject to the adjustment described in subsection
3.2(e), if applicable), as of the first day of such Plan Year,
with a number of Stock Units equal to the number of full and
fractional shares of Company Stock that could have been purchased
with such portion of the Eligible Employee's Deferral
Contributions elected for such Plan Year at the average of the
high and low sales prices of one share of Company Stock on the
New York Stock Exchange for the last Business Day of each of the
three calendar months immediately preceding the first day of such
Plan Year.
(b) Cash Dividends. As of each date on which
BellSouth has paid a cash dividend on Company Stock, the number
of Stock Units credited to a Participant's Stock Unit Subaccount
for each Plan Year shall be increased by a number of additional
Stock Units equal to the quotient of (i) the amount of dividends
that would have been paid on the number of shares of Company
Stock equivalent to the number of Stock Units credited to such
subaccount as of such dividend payment date, divided by (ii) the
average of the daily high and low sales prices of one share of
Company Stock on the New York Stock Exchange for the period of
five Business Days ending on such dividend payment date (or the
period of five Business Days ending on the immediately preceding
Business Day if such date was not a Business Day).
(c) Adjustments. In the event of any change in
outstanding shares of Company Stock, by reclassification,
recapitalization, merger, consolidation, spinoff, combination,
exchange of shares, stock split, reverse stock split or
otherwise, or in the event of the payment of a stock dividend on
Company Stock, or in the event of any other increase or decrease
in the number of outstanding shares of Company Stock, other than
the issuance of shares for value received by BellSouth or the
redemption of shares for value, the Plan Administrator shall
adjust the number and/or form of Stock Units in the manner it
deems appropriate in its reasonable judgment to reflect such
event, including substituting or adding publicly traded shares of
companies other than the Company as a basis for determining Stock
Units. The Plan Administrator similarly shall make such
adjustments as it deems are appropriate in its reasonable
judgment in the form, including the basis of measurement, of
Stock Units in the event all shares of Company Stock cease for
any reason to be outstanding or to be actively traded on the New
York Stock Exchange. In the event the Plan Administrator
determines in its reasonable judgment that it would not be
possible to appropriately reflect an event under this paragraph
(c) by adjusting the number and/or form of Stock Units, the Plan
Administrator shall establish a special Valuation Date
appropriate to such event for all Stock Unit Subaccounts and
shall cause such subaccounts, as so valued, automatically to be
converted into Interest Income Subaccounts, which thereafter
shall be subject to Section 4.4.
4.4 Interest Income Option.
(a) Interest Income Subaccount. To the extent that an
Eligible Employee makes an Investment Election in accordance with
Section 4.2 to have all or a portion of his Deferral
Contributions for a Plan Year deemed to be invested in the
Interest Income Option, the Participant's Interest Income
Subaccount for such Plan Year shall be credited (subject to the
adjustment described in subsection 3.2(e), if applicable), as of
the first day of such Plan Year, with such portion of the
Eligible Employee's Deferral Contributions elected for such Plan
Year.
(b) Crediting of Deemed Interest. As of each
Valuation Date, the Plan Administrator shall credit a
Participant's Interest Income Subaccounts with the amount of
earnings applicable thereto for the period since the immediately
preceding Valuation Date. Such crediting of earnings for each
Interest Income Subaccount shall be effected, as follows:
(i) Amount Invested. The Plan Administrator
shall determine the amount of (A) in the case of an Interest
Income Subaccount established in connection with a Deferral
Election for the Plan Year ending on such Valuation Date,
such Participant's Deferral Contributions credited to such
Participant's Interest Income Subaccount for such Plan Year;
and (B) in the case of an Interest Income Subaccount for a
prior Plan Year, the balance of such Participant's Interest
Income Subaccount as of the immediately preceding Valuation
Date, minus the amount distributed from such Participant's
Interest Income Subaccount since the immediately preceding
Valuation Date; and
(ii) Determination of Amount. The Plan
Administrator then shall apply the Credited Interest Rate
for such Plan Year to such Participant's adjusted Interest
Income Subaccount (as determined in subparagraph (i)
hereof), and the total amount of investment earnings
resulting therefrom shall be credited to such Participant's
Interest Income Subaccount as of such Valuation Date.
4.5 Good Faith Valuation Binding. In determining the value
of Accounts, the Plan Administrator shall exercise its best
judgment, and all such determinations of value (in the absence of
bad faith) shall be binding upon all Participants and their
Beneficiaries.
4.6 Errors and Omissions in Accounts. If an error or
omission is discovered in the Account of a Participant or in the
amount of a Participant's Deferral Contributions, the Plan
Administrator, in its sole discretion, shall cause appropriate,
equitable adjustments to be made as soon as administratively
practicable following the discovery of such error or omission.
ARTICLE V
PAYMENT OF ACCOUNT BALANCES
5.1 Benefit Amounts.
(a) Benefit Entitlement. As his benefit under the
Plan, each Participant (or his Beneficiary) shall be entitled to
receive the total amount of his Accounts, determined as of the
most recent Valuation Date, and payable at such times and in such
forms as described in this Article V.
(b) Valuation of Benefit. For purposes hereof, each
Account of a Participant as of any Valuation Date shall be equal
to (i) the total amount of all of such Participant's Deferral
Contributions credited thereto; plus (ii) all deemed investment
earnings attributable thereto; minus (iii) the total amount of
all benefit payments previously made therefrom.
(c) Conversion of Stock Units into Dollars. For
purposes of converting some or all of a Participant's Stock Units
into a dollar amount in valuing his Accounts as of any Valuation
Date, the value of each Stock Unit shall be equal to the average
of the high and low sales prices of one share of Company Stock on
the New York Stock Exchange for the last Business Day of each of
the three calendar months ending on or immediately preceding such
Valuation Date.
5.2 Elections of Timing and Form. In conjunction with, and
at the time of, completing a Deferral Election for each Plan
Year, an Eligible Employee shall select the timing and form of
the distribution that will apply to the Account for his Deferral
Contributions (and deemed investment earnings attributable
thereto) for such Plan Year. The terms applicable to this
selection process are as follows:
(a) Timing. For a Participant's Account for each Plan
Year, such Participant may elect that his distribution will be
made or commence as of any January 1 following the Plan Year of
deferral; provided, he may not select a benefit payment or
commencement date for such Account that is later than the
twentieth January 1 following the end of the Plan Year of
deferral.
(b) Form of Distribution. For a Participant's Account
for each Plan Year, such Participant may elect that his
distribution will be paid in one of the following forms:
(i) a single lump-sum cash payment; or
(ii) substantially equal annual installments
(adjusted for investment earnings between payments in the
manner described in Article IV) over a period of one (1) to
ten (10) years; provided that the number of years so elected
shall in no event exceed one (1) year for each full $1,000
of Deferral Contributions elected for such Plan Year.
(c) Multiple Selections. An Eligible Employee may
select a different benefit payment or commencement date and/or a
different form of distribution with respect to his Account for
each Plan Year. For ease of administration, the Plan
Administrator may combine Accounts and subaccounts of a
Participant to which the same benefit payment/commencement date
and the same form of distribution apply.
5.3 Benefit Payments to a Participant.
(a) Timing. A Participant shall receive or begin
receiving a distribution of each of his Accounts as of the
earlier of (i) the January 1 selected by such Participant with
respect to each such Account pursuant to the terms of
Section 5.2(a); or (ii) the January 1 immediately following the
date that such Participant's employment with BellSouth and all
Affiliates ends for any reason, unless he returns to employment
with BellSouth or one of the Affiliates before such January 1. An
amount payable "as of" any January 1 shall be made as soon as
practicable after such January 1 and, unless extenuating
circumstances arise, no later than January 31.
(b) Form of Distribution. A Participant shall receive
or begin receiving a distribution of each of his Accounts in cash
in the form selected by such Participant with respect to such
Account pursuant to the terms of Section 5.2(b).
(c) Valuation of Single Lump-Sum Payments. The amount
of a Participant's single lump-sum distribution of any of his
Accounts as of any applicable January 1 shall be equal to the
value of such Account as of the Valuation Date immediately
preceding the date on which such distribution is paid.
(d) Valuation of Installment Payments. For purposes
of determining the amount of any installment payment to be paid
as of a January 1 from an Account, the following shall apply:
(i) for any amount of such Account attributable
to an Interest Income Subaccount as of the immediately
preceding Valuation Date, such amount shall be divided by
the number of remaining installments to be paid from such
Account (including the current installment); and
(ii) for any portion of such Account attributable
to a Stock Unit Subaccount as of the immediately preceding
Valuation Date, the total number of Stock Units constituting
such portion shall be divided by the number of remaining
installments to be paid from such Account (including the
current installment), and the resulting number of Stock
Units shall be converted into a dollar amount (pursuant to
the terms of Section 5.1(c)) as of such Valuation Date.
5.4 Death Benefits.
(a) General. If a Participant dies before receiving
the entire amount of his benefit under the Plan, such
Participant's Beneficiary shall receive distribution of amounts
remaining in the Participant's Accounts in the form, as elected
by the Participant on a Beneficiary designation form described
in Section 5.5, of either:
(i) a single lump-sum cash payment of the entire
balance in the Participant's Accounts as of the January 1
immediately following the date of the Participant's death;
or
(ii) (A) for Accounts with respect to which
distribution has not commenced under Section 5.2 at the time
of the Participant's death, substantially equal annual
installments (adjusted for investment earnings between
payments in the manner described in Article IV) over a
period of one (1) to ten (10) years, commencing as of the
January 1 immediately following the Participant's death; and
(B) for Accounts with respect to which distribution has
commenced in the form of installments described in
Section 5.2(b)(ii) at the time of the Participant's death,
continuation of such installment payment schedule.
An amount payable "as of" any January 1 shall be made as soon as
practicable after such January 1 and, unless extenuating
circumstances arise, no later than January 31.
(b) Valuation. The valuation rules described in
subsections 5.3(c) and 5.3(d) shall apply to payments described
in this Section 5.4.
5.5 Beneficiary Designation.
(a) General. A Participant shall designate a
Beneficiary or Beneficiaries for all of his Accounts by
completing the form prescribed for this purpose for the Plan by
the Plan Administrator and submitting such form as instructed by
the Plan Administrator. Once a Beneficiary designation is made,
it shall continue to apply until and unless such Participant
makes and submits a new Beneficiary designation form for this
Plan.
(b) No Designation or Designee Dead or Missing. In
the event that:
(i) a Participant dies without designating a
Beneficiary;
(ii) the Beneficiary designated by a Participant
is not surviving or in existence when payments are to be
made or commence to such designee under the Plan, and no
contingent Beneficiary, surviving or in existence, has been
designated; or
(iii) the Beneficiary designated by a
Participant cannot be located by the Plan Administrator
within 1 year from the date benefit payments are to be made
or commence to such designee;
then, in any of such events, the Beneficiary of such Participant
shall be the Participant's surviving spouse, if any can then be
located, and if not, the estate of the Participant, and the
entire balance in the Participant's Accounts shall be paid to
such Beneficiary in the form of a single lump-sum cash payment
described in Section 5.4(a)(i).
(c) Death of Beneficiary. If a Beneficiary who
survives the Participant, and to whom payment of Plan benefits
commences, dies before complete distribution of the Participant's
Accounts, the entire balance in such Accounts shall be paid to
the estate of such Beneficiary in the form of a single lump-sum
cash payment as of the January 1 immediately following such
Beneficiary's death. An amount payable "as of" any January 1
shall be made as soon as practicable after such January 1 and,
unless extenuating circumstances arise, no later than January 31.
The valuation rules described in subsection 5.3(c) shall apply to
any payments described in this subsection 5.5(c).
5.6 Taxes. If the whole or any part of any Participant's
or Beneficiary's benefit hereunder shall become subject to any
estate, inheritance, income, employment or other tax which a
Participating Company shall be required to pay or withhold, the
Participating Company shall have the full power and authority to
withhold and pay such tax out of any monies or other property in
its hand for the account of the Participant or Beneficiary whose
interests hereunder are so affected. Prior to making any
payment, the Participating Company may require such releases or
other documents from any lawful taxing authority as it shall deem
necessary.
ARTICLE VI
CLAIMS
6.1 Initial Claim. Claims for benefits under the Plan may
be filed with the Plan Administrator on forms or in such other
written documents, as the Plan Administrator may prescribe. The
Plan Administrator shall furnish to the claimant written notice
of the disposition of a claim within 90 days after the
application therefor is filed. In the event the claim is denied,
the notice of the disposition of the claim shall provide the
specific reasons for the denial, citations of the pertinent
provisions of the Plan, and, where appropriate, an explanation as
to how the claimant can perfect the claim and/or submit the claim
for review.
6.2 Appeal. Any Participant or Beneficiary who has been
denied a benefit shall be entitled, upon request to the Plan
Administrator, to appeal the denial of his claim. The claimant
(or his duly authorized representative) may review pertinent
documents related to the Plan and in the Plan Administrator's
possession in order to prepare the appeal. The request for
review, together with written statement of the claimant's
position, must be filed with the Plan Administrator no later than
60 days after receipt of the written notification of denial of a
claim provided for in Section 6.1. The Plan Administrator's
decision shall be made within 60 days following the filing of the
request for review. If unfavorable, the notice of the decision
shall explain the reasons for denial and indicate the provisions
of the Plan or other documents used to arrive at the decision.
6.3 Satisfaction of Claims. The payment of the benefits
due under the Plan to a Participant or Beneficiary shall
discharge the Participating Company's obligations under the Plan,
and neither the Participant nor the Beneficiary shall have any
further rights under the Plan upon receipt by the appropriate
person of all benefits. In addition, (i) if any payment is made
to a Participant or Beneficiary with respect to benefits
described in the Plan from any source arranged by BellSouth or a
Participating Company including, without limitation, any fund,
trust, insurance arrangement, bond, security device, or any
similar arrangement, such payment shall be deemed to be in full
and complete satisfaction of the obligation of the Participating
Company under the Plan to the extent of such payment as if such
payment had been made directly by such Participating Company; and
(ii) if any payment from a source described in clause (i) shall
be made, in whole or in part, prior to the time payment would be
made under the terms of the Plan, such payment shall be deemed to
satisfy such Participating Company's obligation to pay Plan
benefits beginning with the benefit which would next become
payable under the Plan and continuing in the order in which
benefits are so payable, until the payment from such other source
is fully recovered. The Plan Administrator or such Participating
Company, as a condition to making any payment, may require such
Participant or Beneficiary to execute a receipt and release
therefor in such form as shall be determined by the Plan
Administrator or the Participating Company. If receipt and
release is required but the Participant or Beneficiary (as
applicable) does not provide such receipt and release in a timely
enough manner to permit a timely distribution in accordance with
the general timing of distribution provisions in the Plan, the
payment of any affected distribution may be delayed until the
Plan Administrator or the Participating Company receives a proper
receipt and release.
ARTICLE VII
SOURCE OF FUNDS
Each Participating Company shall provide the benefits
described in the Plan from its general assets. However, to the
extent that funds in one or more trusts, or other funding
arrangement(s), allocable to the benefits payable under the Plan
are available, such assets may be used to pay benefits under the
Plan. If such assets are not sufficient or are not used to pay
all benefits due under the Plan, then the appropriate
Participating Company shall have the obligation, and the
Participant or Beneficiary, who is due such benefits, shall look
to such Participating Company to provide such benefits. No
Participant or Beneficiary shall have any interest in the assets
of any trust, or other funding arrangement, or in the general
assets of the Participating Companies other than as a general,
unsecured creditor. Accordingly, a Participating Company shall
not grant a security interest in the assets held by the trust in
favor of the Participants, Beneficiaries or any creditor.
ARTICLE VIII
PLAN ADMINISTRATION
8.1 Action by the Plan Administrator.
(a) Individual Administrator. If the Plan
Administrator is an individual, he shall act and record his
actions in writing. Any matter concerning specifically such
individual's own benefit or rights hereunder shall be determined
by the Board or its designee.
(b) Administrative Committee. If the Plan
Administrator is a committee, action of the Plan Administrator
may be taken with or without a meeting of committee members;
provided, action shall be taken only upon the vote or other
affirmative expression of a majority of the committee members
qualified to vote with respect to such action. If a member of
the committee is a Participant or Beneficiary, he shall not
participate in any decision which solely affects his own benefit
under the Plan. For purposes of administering the Plan, the Plan
Administrator shall choose a secretary who shall keep minutes of
the committee's proceedings and all records and documents
pertaining to the administration of the Plan. The secretary may
execute any certificate or any other written direction on behalf
of the Plan Administrator.
8.2 Rights and Duties of the Plan Administrator. The Plan
Administrator shall administer the Plan and shall have all powers
necessary to accomplish that purpose, including (but not limited
to) the following:
(a) to construe, interpret and administer the Plan;
(b) to make determinations required by the Plan, and
to maintain records regarding Participants' and Beneficiaries'
benefits hereunder;
(c) to compute and certify to Participating Companies
the amount and kinds of benefits payable to Participants and
Beneficiaries, and to determine the time and manner in which such
benefits are to be paid;
(d) to authorize all disbursements by a Participating
Company pursuant to the Plan;
(e) to maintain all the necessary records of the
administration of the Plan;
(f) to make and publish such rules and procedures for
the regulation of the Plan as are not inconsistent with the terms
hereof;
(g) to delegate to other individuals or entities from
time to time the performance of any of its duties or
responsibilities hereunder; and
(h) to hire agents, accountants, actuaries,
consultants and legal counsel to assist in operating and
administering the Plan.
The Plan Administrator shall have the exclusive right to construe
and interpret the Plan, to decide all questions of eligibility
for benefits and to determine the amount of such benefits, and
its decisions on such matters shall be final and conclusive on
all parties.
8.3 Bond; Compensation. The Plan Administrator and (if
applicable) its members shall serve as such without bond and
without compensation for services hereunder. All expenses of the
Plan Administrator shall be paid by the Participating Companies.
ARTICLE IX
AMENDMENT AND TERMINATION
9.1 Amendments. Subject to Section 9.3, the Board shall
have the right, in its sole discretion, to amend the Plan in
whole or in part at any time and from time to time. In addition,
the Plan Administrator shall have the right, in its sole
discretion, to amend the Plan at any time and from time to time
so long as such amendment is not of a material nature.
9.2 Termination of Plan. Subject to Section 9.3, BellSouth
reserves the right to discontinue and terminate the Plan at any
time, for any reason. Any action to terminate the Plan shall be
taken by the Board and such termination shall be binding on all
Participating Companies, Participants and Beneficiaries.
9.3 Limitation on Authority. Except as otherwise provided
in this Section 9.3, no contractual right created by and under
any Deferral Election made prior to the effective date of any
amendment or termination shall be abrogated by any amendment or
termination of the Plan, absent the express, written consent of
the Participant who made the Deferral Election.
(a) Plan Amendments. The limitation on authority
described in this Section 9.3 shall not apply to any amendment
of the Plan which is reasonably necessary, in the opinion of
counsel, (i) to preserve the intended income tax consequences of
the Plan described in Section 10.1, (ii) to preserve the status
of the Plan as an unfunded, nonqualified deferred compensation
plan for the benefit of a select group of management or highly
compensated employees and not subject to the requirements of
Part 2, Part 3 and Part 4 of Title I of ERISA, or (iii) to guard
against other material adverse impacts on Participants and
Beneficiaries, and which, in the opinion of counsel, is drafted
primarily to preserve such intended consequences, or status, or
to guard against such adverse impacts.
(b) Plan Termination. The limitation on authority
described in this Section 9.3 shall not apply to any termination
of the Plan as the result of a determination that, in the
opinion of counsel, (i) Participants and Beneficiaries generally
are subject to federal income taxation on Deferral Contributions
or other amounts in Participant Accounts prior to the time of
distribution of amounts under the Plan, or (ii) the Plan is
generally subject to Part 2, Part 3 or Part 4 of Title I of
ERISA, but in either case only if such termination is reasonably
necessary, in the opinion of counsel, to guard against material
adverse impacts on Participants and Beneficiaries, or BellSouth
or Participating Companies. Upon such termination, the entire
amount in each Participant's Accounts shall be distributed in a
single lump-sum distribution as soon as practicable after the
date on which the Plan is terminated. In such event, the Plan
Administrator shall declare that the date of termination (or, if
such day is not a Business Day, the last Business Day
immediately preceding such day) shall be a Valuation Date and
all distributions shall be made based on the value of the
Accounts as of such Valuation Date.
(c) Opinions of Counsel. In each case in which an
opinion of counsel is contemplated in this Section 9.3, such
opinion shall be in writing and delivered to the Board, rendered
by a nationally recognized law firm selected or approved by the
Board.
ARTICLE X
MISCELLANEOUS
10.1 Taxation. It is the intention of BellSouth that the
benefits payable hereunder shall not be deductible by the
Participating Companies nor taxable for federal income tax
purposes to Participants or Beneficiaries until such benefits are
paid by the Participating Company to such Participants or
Beneficiaries. When such benefits are so paid, it is the
intention of the Participating Companies that they shall be
deductible by the Participating Companies under Code Section 162.
10.2 Withholding. All payments made to a Participant or
Beneficiary hereunder shall be reduced by any applicable federal,
state or local withholding or other taxes or charges as may be
required under applicable law.
10.3 No Employment Contract. Nothing herein contained is
intended to be nor shall be construed as constituting a contract
or other arrangement between a Participating Company and any
Participant to the effect that the Participant will be employed
by the Participating Company or continue to be an employee for
any specific period of time.
10.4 Headings. The headings of the various articles and
sections in the Plan are solely for convenience and shall not be
relied upon in construing any provisions hereof. Any reference
to a section shall refer to a section of the Plan unless
specified otherwise.
10.5 Gender and Number. Use of any gender in the Plan will
be deemed to include all genders when appropriate, and use of the
singular number will be deemed to include the plural when
appropriate, and vice versa in each instance.
10.6 Assignment of Benefits. The right of a Participant or
his Beneficiary to receive payments under the Plan may not be
anticipated, alienated, sold, assigned, transferred, pledged,
encumbered, attached or garnished by creditors of such
Participant or Beneficiary, except by will or by the laws of
descent and distribution and then only to the extent permitted
under the terms of the Plan.
10.7 Legally Incompetent. The Plan Administrator, in its
sole discretion, may direct that payment be made to an
incompetent or disabled person, for whatever reason, to the
guardian of such person or to the person having custody of such
person, without further liability on the part of a Participating
Company for the amount of such payment to the person on whose
account such payment is made.
10.8 Entire Document. This Plan document sets forth the
entire Plan and all rights and limits. Except for a formal
amendment hereto, no document shall modify the Plan or create any
additional rights or benefits.
10.9 Governing Law. The Plan shall be construed,
administered and governed in all respects in accordance with
applicable federal law (including ERISA) and, to the extent not
preempted by federal law, in accordance with the laws of the
State of Georgia. If any provisions of this instrument shall be
held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to
be fully effective.
EXHIBIT A
Participating Companies
Participating Company Names Effective Date
BellSouth Advertising and Publishing Corporation
January 1, 1997
BellSouth Applied Technologies, Inc.
January 1, 1997
BellSouth Business Systems, Inc.
January 1, 1997
BellSouth Cellular Corp.
January 1, 1997
BellSouth Cellular National Marketing, Inc.
January 1, 1997
BellSouth Communication Systems, Inc.
January 1, 1997
BellSouth Corporate Aviation and Travel Services, Inc.
January 1, 1997
BellSouth Corporation
January 1, 1997
BellSouth D.C., Inc.
January 1, 1997
BellSouth Information Systems, Inc. (BSI)
January 1, 1997
BellSouth Interactive Media Services, Inc.
January 1, 1997
BellSouth International, Inc.
January 1, 1997
BellSouth Long Distance, Inc.
January 1, 1997
BellSouth Mobile Data Services, Inc.
January 1, 1997
BellSouth.net Inc.
January 1, 1997
BellSouth Personal Communications, Inc.
January 1, 1997
BellSouth Resources, Inc.
January 1, 1997
BellSouth Telecommunications, Inc.
January 1, 1997
BellSouth Wireless, Inc.
January 1, 1997
Intelligent Media Ventures, Inc.
January 1, 1997
L. M. Berry and Company
January 1, 1997
Stevens Graphics, Inc.
January 1, 1997
Sunlink Corporation
January 1, 1997
EXHIBIT 5
EXHIBIT 23a
Opinion and consent of Counsel
October 3, 1996
BellSouth Corporation
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Re: BellSouth Corporation Compensation Deferral
Plan
Dear Sirs:
With reference to the registration statement on Form S-8
which BellSouth Corporation (the Company) proposes to file
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, registering $26,000,000
of Deferred Compensation Obligations (the Obligations) which
are to be offered pursuant to the BellSouth Corporation
Compensation Deferral Plan (the Plan), I am of the opinion
that:
(1) the Company is a corporation duly organized and validly
existing under the laws of the State of Georgia.
(2) all proper corporate proceedings have been taken so
that the Obligations have been duly authorized and, upon
issuance and payment therefore in accordance with the Plan
and the offering and sale of Obligations thereunder, will be
legal, valid and binding obligations of the Company.
I hereby consent to any references to me contained in, and
to the filing of this opinion with the Securities and
Exchange Commission in connection with, the Registration
Statement referred to above.
Very truly yours,
/s/Walter H. Alford
exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in this
registration statement on Form S-8 of our report, dated
February 5, 1996, which includes an explanatory paragraph
stating that the Company discontinued accounting for the
operations of BellSouth Telecommunications, Inc. in
accordance with Statement of Financial Accounting Standards
No. 71, "Accounting for the Effects of Certain Types of
Regulation," effective June 30, 1995, and changed its method
of accounting for postretirement benefits other than
pensions, income taxes and postemployment benefits in 1993,
on our audits of the consolidated financial statements of
BellSouth Corporation included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
/s/Coopers & Lybrand
L.L.P.
Atlanta, Georgia
October 3, 1996
exhibit 24
Powers of Attorney
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan;
NOW THEREFORE, each of the undersigned hereby constitutes
and appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in each of his respective capacities in the
Company to execute and cause to be filed the Registration
Statements with respect to the securities to be offered and sold
under the plans therein described and thereafter to execute and
file an amended registration statement or statements and a post-
effective amendment or amendments to increase or deregister
securities, to withdraw the registration statements or otherwise,
hereby giving and granting to said attorneys full power and
authority (including substitution and revocation) to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand on the date indicated.
John L. Clendenin September 23, 1996
John L. Clendenin Date
Chairman of the Board, President and
Chief Executive Officer
Director
(Principal Executive Officer)
Ronald M. Dykes September 23, 1996
Ronald M. Dykes Date
Executive Vice President,
Chief Financial Officer and
Comptroller
(Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
F. Duane Ackerman
F. Duane Ackerman
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Reuben V. Anderson
Reuben V. Anderson
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
James H. Blanchard
James H. Blanchard
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
J. Hyatt Brown
J. Hyatt Brown
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Armando M. Codina
Armando M. Codina
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Marshall M. Criser
Marshall M. Criser
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Phyllis Burke Davis
Phyllis Burke Davis
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
John G. Medlin, Jr.
John G. Medlin, Jr.
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Robin B. Smith
Robin B. Smith
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
C. Dixon Spangler, Jr.
C. Dixon Spangler, Jr.
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Ronald A. Terry
Ronald A. Terry
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
Thomas R. Williams
Thomas R. Williams
Director
September 23, 1996
Date
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the
"Company"), proposes to file with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, two
registration statements (the "Registration Statements") and any
amendments thereto; and
WHEREAS, one registration statement will be filed to
register Deferred Compensation Obligations to be issued under the
BellSouth Corporation Compensation Deferral Plan and the other
registration statement will be filed to modify the existing
BellSouth Corporation Shareholder Dividend Reinvestment and Stock
Purchase Plan.
NOW THEREFORE, the undersigned hereby constitutes and
appoints
John L. Clendenin, F. Duane Ackerman, Ronald M. Dykes and Arlen
G. Yokley, and each of them, as attorneys for him in his name,
place and stead in his capacity as a director of the Company to
execute and cause to be filed the Registration Statements with
respect to the securities to be offered and sold under the plans
therein described and thereafter to execute and file an amended
registration statement or statements and post-effective amendment
or amendments to increase or deregister securities, to withdraw
the registration statements or otherwise, hereby giving and
granting to said attorneys full power and authority (including
substitution and revocation) to do and perform all and every act
and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he
might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or
shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on
the date indicated.
J. Tylee Wilson
J. Tylee Wilson
Director
September 23, 1996
Date
