<PAGE> 1
EXHIBIT 24
BELLSOUTH CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation ("BellSouth"),
proposes to file with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, each of the undersigned hereby constitutes and appoints F.
Duane Ackerman and Ronald M. Dykes, 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 Statement with respect to the
securities to be offered and sold under the Registration Statement 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, including a registration statement pursuant to Rule
462(b) under the Securities Act, to withdraw the Registration Statement 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.
/s/ F. Duane Ackerman
--------------------------------------
F. Duane Ackerman
Chairman of the Board,
President and Chief Executive Officer,
Director
(Principal Executive Officer)
Date: March 27, 2000
/s/ Ronald M. Dykes
--------------------------------------
Ronald M. Dykes
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Date: March 27, 2000
<PAGE> 2
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ Reuben V. Anderson
--------------------------------------
Reuben V. Anderson
Director
Date: March 27, 2000
<PAGE> 3
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ James H. Blanchard
--------------------------------------
James H. Blanchard
Director
Date: March 27, 2000
<PAGE> 4
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ J. Hyatt Brown
--------------------------------------
J. Hyatt Brown
Director
Date: March 27, 2000
<PAGE> 5
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ Armando M. Codina
--------------------------------------
Armando M. Codina
Director
Date: March 27, 2000
<PAGE> 6
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for her in her
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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 she
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 her hand on the date
indicated.
/s/ Kathleen F. Feldstein
--------------------------------------
Kathleen F. Feldstein
Director
Date: March 27, 2000
<PAGE> 7
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ John G. Medlin, Jr.
--------------------------------------
John G. Medlin, Jr.
Director
Date: March 27, 2000
<PAGE> 8
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ Leo F. Mullin
--------------------------------------
Leo F. Mullin
Director
Date: March 27, 2000
<PAGE> 9
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ Eugene F. Murphy
--------------------------------------
Eugene F. Murphy
Director
Date: March 27, 2000
<PAGE> 10
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for her in her
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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 she
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 her hand on the date
indicated.
/s/ Robin B. Smith
--------------------------------------
Robin B. Smith
Director
Date: March 27, 2000
<PAGE> 11
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 (the "Securities Act"), a registration
statement (the "Registration Statement") to register BellSouth
Corporation -- Latin America Group Common Stock, BellSouth Corporation -- Latin
America Group Rights to Purchase Series D First Preferred Stock, BellSouth
Corporation -- BLS Group Common Stock and BellSouth Corporation -- BLS Group
Rights to Purchase Series C First Preferred Stock.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed the Registration
Statement with respect to the securities to be offered and sold under the
Registration Statement 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, including a registration
statement pursuant to Rule 462(b) under the Securities Act, to withdraw the
Registration Statement 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.
/s/ William S. Stavropoulos
--------------------------------------
William S. Stavropoulos
Director
Date: March 24, 2000
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), has
filed with the Securities and Exchange Commission, under the Securities Act of
1933, as amended (the "Securities Act"), a registration statement (the
"Registration Statement") to register BellSouth Corporation -- Latin America
Group Common Stock, BellSouth Corporation -- Latin America Group Rights to
Purchase Series D First Preferred Stock, BellSouth Corporation -- BLS Group
Common Stock and BellSouth Corporation -- BLS Group Rights to Purchase Series C
First Preferred Stock and proposes to file Amendment No. 1 to the Registration
Statement.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed Amendment No. 1 to the
Registration Statement with respect to the securities to be offered and sold
under the Registration Statement 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, including a
registration statement pursuant to Rule 462(b) under the Securities Act, to
withdraw the Registration Statement 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.
/s/ James P. Kelly
--------------------------------------
James P. Kelly
Director
Date: May 30, 2000
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, BELLSOUTH CORPORATION, a Georgia corporation (the "Company"), has
filed with the Securities and Exchange Commission, under the Securities Act of
1933, as amended (the "Securities Act"), a registration statement (the
"Registration Statement") to register BellSouth Corporation -- Latin America
Group Common Stock, BellSouth Corporation -- Latin America Group Rights to
Purchase Series D First Preferred Stock, BellSouth Corporation -- BLS Group
Common Stock and BellSouth Corporation -- BLS Group Rights to Purchase Series C
First Preferred Stock and proposes to file Amendment No. 1 to the Registration
Statement.
NOW THEREFORE, the undersigned hereby constitutes and appoints F. Duane
Ackerman and Ronald M. Dykes, and each of them, as attorneys for him in his
name, place and stead to execute and cause to be filed Amendment No. 1 to the
Registration Statement with respect to the securities to be offered and sold
under the Registration Statement 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, including a
registration statement pursuant to Rule 462(b) under the Securities Act, to
withdraw the Registration Statement 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.
/s/ Joseph M. Magliochetti
--------------------------------------
Joseph M. Magliochetti
Director
Date: May 26, 2000
