8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
October 22, 2001

BELLSOUTH CORPORATION
(Exact name of registrant as specified in its charter)

Georgia	1-8607	58-1533433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 15G03, 1155 Peachtree Street, N. E., Atlanta, Georgia	30309-3610
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code
(404) 249-2000

TABLE OF CONTENTS

Underwriting Agreement dated 10-22-01

Form of Note for the 5% Note due 2006

Form of Note for the 6% Note due 2011

Form of Note for the 6 7/8% Notes due 2031

Ratio of Earnings to Fixed Charges

Item 5. Other Events and Regulation FD Disclosure

On October 22, 2001, BellSouth announced the issuance and sale of $1,000,000,000 aggregate principal amount of 5% Notes due 2006, $1,000,000,000 aggregate principal amount of 6% Notes due 2011 and $750,000,000 aggregate principal amount of 6 7/8% Notes due 2031. The Registrant is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statements (File No. 333-67084 and 333-77053).

Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

1	Underwriting Agreement dated as of October 22, 2001 between BellSouth Corporation and Morgan Stanley & Co. and Salomon Smith Barney Inc., as representatives of the several underwriters.
4-a	Form of Note for the 5% Note due 2006
4-b	Form of Note for the 6% Note due 2011
4-c	Form of Note for the 6 7/8% Notes due 2031
12	Ratio of Earnings to Fixed Charges

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BELLSOUTH CORPORATION

By:	W. Patrick Shannon
	W. Patrick Shannon
	Vice President — Finance and
	Supply Chain Management
	October  23, 2001

EX-1 3 g72269ex1.txt UNDERWRITING AGREEMENT DATED 10-22-01 EXHIBIT 1 $2,750,000,000 BELLSOUTH CORPORATION $1,000,000,000 5% NOTES DUE 2006 $1,000,000,000 6% NOTES DUE 2011 $750,000,000 6.875% NOTES DUE 2031 UNDERWRITING AGREEMENT October 22, 2001 UNDERWRITING AGREEMENT October 22, 2001 BellSouth Corporation 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Dear Ladies and Gentlemen: We (the "Managers") understand that BellSouth Corporation, a Georgia corporation (the "Company"), proposes to issue and sell $1,000,000,000 aggregate principal amount of its 5% Notes due 2006 (the "2006 Notes"), $1,000,000,000 aggregate principal amount of its 6% Notes due 2011 (the "2011 Notes") and $750,000,000 aggregate principal amount of its 6.875% Notes due 2031 (the "2031 Notes"). The 2006 Notes, the 2011 Notes and the 2031 Notes are hereinafter called the "Offered Securities". The Offered Securities will be issued pursuant to an indenture dated as of August 15, 2001 between the Company and SunTrust Bank, as Trustee. Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell and the underwriters named below (the "Underwriters") agree to purchase, severally and not jointly, the principal amounts of Offered Securities set forth below opposite their names at 99.425% of their principal amount in the case of the 2006 Notes, at 99.248% of their principal amount in the case of the 2011 Notes and at 98.475% of their principal amount in the case of the 2031 Notes, in each case plus accrued interest, if any, from October 25, 2001, to the date of payment and delivery:

PRINCIPAL AMOUNT PRINCIPAL AMOUNT PRINCIPAL AMOUNT NAME Of 2006 NOTES Of 2011 NOTES Of 2031 NOTES ---- ---------------- ---------------- ---------------- Morgan Stanley & Co. Incorporated 340,000,000 340,000,000 255,000,000 Salomon Smith Barney Inc. 340,000,000 340,000,000 255,000,000 Lehman Brothers Inc. 150,000,000 150,000,000 112,500,000 ABN AMRO Incorporated 70,000,000 70,000,000 52,500,000 J. P. Morgan Securities Inc. 70,000,000 70,000,000 52,500,000 Jackson Securities Incorporated 10,000,000 10,000,000 7,500,000 Guzman & Company 10,000,000 10,000,000 7,500,000 The Williams Capital Group, L.P. 10,000,000 10,000,000 7,500,000 -------------- --------------- ------------- Total.................... $1,000,000,000 $ 1,000,000,000 $ 750,000,000 -------------- --------------- -------------

The Underwriters will pay for such Offered Securities by wire transfer of immediately available funds upon delivery thereof through the book-entry facilities of The Depository Trust Company at 10:00 A.M. (New York time) on October 25, 2001, or at 1 such other time, not later than November 1, 2001, as shall be designated by the Managers. The 2006 Notes shall have the following terms: Maturity: October 15, 2006 Interest Rate: 5% Redemption Provisions: The Company may redeem the 2006 Notes in whole at any time or in part from time to time at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi-annual basis at the applicable Treasury Rate (as set forth in the prospectus supplement dated the date hereof) plus 15 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Interest Payment Dates: April 15 and October 15, commencing April 15, 2002 Initial Public Offering Price: 99.775% The 2011 Notes shall have the following terms: Maturity: October 15, 2011 Interest Rate: 6% Redemption Provisions: The Company may redeem the 2011 Notes in whole at any time or in part from time to time at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi-annual basis at the applicable Treasury Rate (as set forth in the prospectus supplement dated the date hereof) plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Interest Payment Dates: April 15 and October 15, commencing April 15, 2002 Initial Public Offering Price: 99.698% The 2031 Notes shall have the following terms: Maturity: October 15, 2031 Interest Rate: 6.875% 2 Redemption Provisions: The Company may redeem the 2031 Notes in whole at any time or in part from time to time at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on a semi-annual basis at the applicable Treasury Rate (as set forth in the prospectus supplement dated the date hereof) plus 25 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Interest Payment Dates: April 15 and October 15, commencing April 15, 2002 Initial Public Offering Price: 99.350% Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Notes, severally and not jointly, represents to and agrees with the Company that it and each such affiliate: (a)(i) has not offered or sold and, prior to the expiry of the period of six months from the time of closing, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom and (iii) has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such documents may otherwise lawfully be issued or passed on; (b) has not offered or sold, and will not offer or sell, directly or indirectly, any of the Notes in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to an exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan; (c)(i) has not offered or sold, and will not offer or sell, the Notes by means of any document to persons in Hong Kong other than persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and (ii) has not issued, and will not issue, any invitation or advertisement relating to the Notes in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are intended to be disposed of to persons outside Hong Kong or only to 3 persons whose business involves the acquisition, disposal or holding of securities whether as principal or agent; and (d) has not offered, sold or delivered and it and they will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute any preliminary prospectus or the Prospectus or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will, to the best of its or their knowledge and belief, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company except as contained in this agreement. The Company will use commercially reasonable efforts to have the Notes approved for listing on the Luxembourg Stock Exchange or such other exchange as shall be agreed upon by the Managers and the Company, by the time of closing or as soon as practicable thereafter. We understand that there can be no assurance that the Notes will be approved for any such listing. 4 All the provisions contained in the document entitled the BellSouth Corporation Underwriting Agreement Standard Provisions (Debt) dated August 1, 2001, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Very truly yours, MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco -------------------------------- SALOMON SMITH BARNEY INC. By: /s/ Brian D. Bednarski -------------------------------- Acting severally on behalf of themselves and the several Underwriters named above Accepted: BELLSOUTH CORPORATION By: /s/ Linda S. Harty Title: Vice President and Treasurer 5 BELLSOUTH CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT) AUGUST 1, 2001 From time to time, BellSouth Corporation, a Georgia corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in Page 1 the Underwriting Agreement are used herein as therein defined. I. The Company proposes to issue, from time to time, debt securities (the "Securities") which will be issued pursuant to the provisions of an Indenture (each, the "Indenture") between the Company and the Trustee named therein in substantially the form as the indentures filed as exhibits to Registration Statement No. 333-67084. The Securities may have varying designations, maturities, rates and times of payment of interest, if any, selling prices, redemption terms, if any, and other specific terms. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and will file with the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to a series of Securities issued pursuant to the Indenture (the "Offered Securities") pursuant to Rule 424 under the Securities Act of 1933 (the "Securities Act"). The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement, together with any related registration statement filed with the Commission pursuant to Rule 462(b) under the Securities Act. The term Basic Prospectus means the last dated prospectus included in the Registration Statement. The term Prospectus means the Basic Prospectus together with the Prospectus Supplement. The term Preliminary Prospectus means a preliminary prospectus supplement, if any, specifically relating to the Offered Securities, together with the Basic Prospectus. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall include in each case the material, if any, incorporated by reference therein. The term Underwriters' Securities means the Offered Securities to be purchased by the Underwriters herein. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below. II. If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto ("Delayed Delivery Contracts") but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of the Delayed Delivery Contracts. If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company. III. The Company is advised by the Manager that the Underwriters propose to make a public offering of the Underwriters' Securities as soon after this Page 2 Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus. IV. Payment for the Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company in New York Clearing House funds or by wire transfer of immediately available funds (as specified in the Underwriting Agreement) at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of the delivery (through the book-entry facilities of The Depository Trust Company, if specified in the Underwriting Agreement). The time and date of such payment and delivery of the Underwriters' Securities are herein referred to as the Closing Date. V. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission, and there shall have been no material adverse change and no development which, in the reasonable judgment of the Manager, involves a substantial likelihood of a prospective material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus. (b) The Manager shall have received on the Closing Date an opinion (or opinions) of counsel for the Company, who may be an employee of the Company, dated the Closing Date, substantially to the effect set forth in Exhibit A. (c) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, substantially to the effect set forth herein in Exhibit B. (d) The Manager shall have received on the Closing Date a letter, dated the Closing Date, in form and substance satisfactory to the Manager, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (e) The Manager shall have received on the Closing Date a certificate signed by the President, any Vice President or the Treasurer or Assistant Treasurer of the Company to the effect that the signer of such certificate has examined the Registration Statement, the Prospectus and this Agreement and that: (i) the representations and warranties of the Company herein are true and correct in all material respects on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; Page 3 (ii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened by the Commission; and (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, there has been no material adverse change and no development which, in the reasonable judgment of the signer of such certificate, involves the substantial likelihood of a prospective material adverse change in the condition of the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus. VI. In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows: (a) To deliver to the Manager two copies of the Registration Statement as originally filed (including documents incorporated by reference therein) and of all amendments thereto up to the time of closing. Promptly upon the filing with the Commission of any amendment to the Registration Statement or of any supplement to or amendment of the Prospectus, the Company will deliver to the Representatives two copies thereof. The terms "supplement" and "amendment" or "amend", as used in this Agreement, shall include all documents subsequently filed by the Company pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") which are deemed to be incorporated by reference in the Prospectus from the date of filing such documents in accordance with Form S-3. (b) If, during such period after the first date of the public offering of the Offered Securities as in the reasonable opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or a condition shall exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with law, at the request of the Manager, forthwith to prepare and furnish, at their own expense, to the Underwriters and to the dealers (whose names and addresses the Manager shall furnish to the Company) to which Offered Securities may have been sold by the Manager on behalf of the Underwriters and to any other dealer upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus, as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading or so that the Prospectus will comply with law. If after the expiration of such period the Company is requested by the Manager to so do, it will prepare and furnish to the Underwriters, at the expense of the Underwriters and after a reasonable time for the preparation thereof, such quantity as may reasonably be required for the purposes contemplated by the Securities Act of an amended or supplemented prospectus (but not further amendments or supplements thereto) complying at the time of delivery with Section 10(a) of the Securities Act, for use in connection with the distribution of the Offered Securities; provided that if the Company has delivered such an amended or supplemented prospectus pursuant to such request it shall not be under any obligation to comply with any further such request. (c) To use their best efforts to qualify the Offered Securities for offer and sale under the applicable securities or Blue Page 4 Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the applicable laws of such jurisdictions as the Manager may designate; provided, however that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. (d) To make generally available to the Company's security holders as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the applicable rules and regulations thereunder. (e) Not, without the prior consent of the Representatives, to offer or to sell any of the Securities covered by the Registration Statement and having a maturity of more than one year between the commencement of an offering of Offered Securities and the related Closing Date. VII. (a) The Company represents and warrants to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the rules and regulations thereunder, (ii) each part of the Registration Statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act relating to the Offered Securities, when such part became effective, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) each Preliminary Prospectus, if any, filed pursuant to Rule 424 under the Securities Act complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations thereunder and (v) the Registration Statement and the Prospectus at the date of the Prospectus Supplement do not contain and, as further amended or supplemented, if applicable, as of their respective dates, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that the representations and warranties set forth in this paragraph (a) do not apply to statements or omissions in the Registration Statement, any Preliminary Prospectus or the Prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein. (b) The Company has complied with all applicable provisions of Section 1 of Laws of Florida, Chapter 92-198 relating to business transactions with Cuba. (c) The Company agrees to indemnify and hold each Underwriter, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act of Section 20 of the Exchange Act, harmless from and against any and all losses, claims, damages and liabilities arising because (i) any Preliminary Prospectus, if used prior to the effectiveness of the Registration Statement relating to the Offered Securities, and if used as amended by all amendments thereto which have been furnished to the Manager or to such Underwriter, or (ii) the Registration Statement (or the Prospectus if used within the period set forth in paragraph (b) of Article VI hereof and if used as amended or supplemented by all amendments or supplements thereto which have been Page 5 furnished to the Manager or to such Underwriter) contained or is alleged to have contained any untrue statement of a material fact or omitted or is alleged to have omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however that the Company will not be liable in any such case to the extent that any such losses, claims, damages or liabilities were caused by any such untrue statement or omission or alleged untrue statement or alleged omission made in reliance upon information furnished to the Company herein or otherwise in writing by or on behalf of any Underwriter specifically for use in connection with the preparation of any Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or supplement thereto, or were caused by any statement in or omission from the Statement of Eligibility and Qualification of the Trustee under the Indenture, provided that the indemnity agreement with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any losses, claims, damages or liabilities to any person if a copy of the Prospectus (as amended or supplemented by all amendments or supplements thereto which have been furnished to the Manager or to such Underwriter, but without documents incorporated by reference therein or exhibits) shall not have been sent, mailed or given to such person, if required by the Securities Act, at or prior to the written confirmation of the sale of such Securities to such person, and the loss, claim, damage or liability of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus which was corrected in the Prospectus (as amended or supplemented). (d) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors or officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to the Underwriters but only in reference to information relating to the Underwriters furnished or confirmed in writing by such Underwriter expressly for use in connection with the preparation of any Preliminary Prospectus, the Registration Statement, the Prospectus or any amendment or supplement thereto. (e) The Company and each Underwriter agree that upon the commencement of any action against it, the Company's directors or officers who sign the Registration Statement or any person controlling the Company or any Underwriter as aforesaid in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party or parties otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party or parties shall be entitled to participate at its or their own expense in the defense of such action, or, if it or they so elect, to assume the defense of such action, and in the latter event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expense of any additional counsel retained by them; but if the indemnifying party or parties shall not elect to assume the defense of such action, such indemnifying party or parties will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them. In the event that the parties to any such action (including impleaded parties) include the Company and one or more Underwriters and either (i) the indemnifying party or parties and indemnified party or parties mutually agree or (ii) representation of both the indemnifying party or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them, then the indemnifying party or parties shall not have the right to assume the defense of such action on behalf of such Page 6 indemnified party or parties and will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them and satisfactory to the indemnifying party or parties, it being understood that the indemnifying party or parties shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel) for all such indemnified parties, which firm shall be designated in writing by the Manager in the case of an action in which one or more Underwriters or controlling persons are indemnified parties and by the Company in the case of an action in which the Company or any of its directors, officers or controlling persons are indemnified parties. It is also understood that the fees and expenses referred to in the immediately preceding sentence shall be reimbursed as they are incurred. The indemnifying party or parties shall not be liable under this Agreement with respect to any settlement made by any indemnified party or parties without prior written consent by the indemnifying party or parties to such settlement but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such judgment or settlement. Any indemnifying party shall, prior to agreeing to any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, make their best effort to obtain the unconditional release of such indemnified party from all liability or claims rising out of the subject matter of such proceeding. (f) If the indemnification provided for in subparagraph (c) and (d) of this Article VII is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect primarily the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities and also to reflect where appropriate the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions or alleged statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and by the Underwriters on the other in connection with the offering of the Securities shall be deemed to be in the same proportion as the total gross proceeds from the offering of such Securities (before deducting expenses) received by the Company bear to the total commissions received by the Underwriters. The relative fault of the Company and of the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subparagraph (f) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subparagraph (f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in this subparagraph (f) shall be deemed to include subject to the limitations set forth above in this Article VII, any legal or other expenses reasonably incurred by such indemnified party in connection with defending any such action or claim. Notwithstanding the provisions of this subparagraph (f), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any Page 7 damages which such Underwriter has been required to pay, otherwise than pursuant to this Article VII, by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this subparagraph (f) are several in proportion to the respective principal amounts of Offered Securities purchased by each such Underwriter and not joint. The remedies provided in this Article VII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. VIII. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in the Underwriting Agreement bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Article VIII, the Closing Date shall be postponed for such period, not exceeding seven days, as the Manager shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. IX. This Agreement shall be subject to termination in the absolute discretion of the Manager, by notice given to the Company, if prior to the Closing Date (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or other calamity or crisis the effect of which is to make it, in the judgment of the Manager, impracticable to market the Offered Securities. X. Page 8 If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform their respective obligations under this Agreement except pursuant to Article VIII hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Page 9 SCHEDULE I DELAYED DELIVERY CONTRACT [NOTE: WOULD NEED TO BE DESCRIBED IN PROSPECTUS SUPPLEMENT] Dear Sirs: The undersigned hereby agrees to purchase from BellSouth Corporation, a Georgia corporation (the "Company"), and the Company agrees to sell to the undersigned, $ _______________ principal amount of the Company's [state title of issue] (the "Securities"), offered by the Company's Prospectus dated ___________ and Prospectus Supplement dated ___________ , ______ , receipt of copies of which are hereby acknowledged, at a purchase price of ___ % of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor. The undersigned will purchase from the Company Securities in the principal amounts and on the delivery dates set forth below:

DELIVERY PRINCIPAL PLUS ACCRUED -------- --------- INTEREST FROM: DATE AMOUNT $ $ $

Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date." Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by [certified or official bank check in New York Clearing House funds] [immediately available funds] at the offices of ___________ at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the undersigned [through the facilities of The Depository Trust Company] of the Securities to be purchased by the undersigned on the Delivery Date, [in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date]. The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that (1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. This contract will inure to the benefit of and be binding upon the parties thereto and their respective successors, but will not be assignable by either party hereto without the prior written consent of the other. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered. Page 10 This contract shall be governed by and construed in accordance with the laws of the State of New York. Yours very truly, ------------------------------- (Purchaser) By: ------------------------------- ------------------------------- (Title) ------------------------------- ------------------------------- (Address) Accepted: BELLSOUTH CORPORATION By: PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print).

TELEPHONE NO. NAME (INCLUDING AREA CODE) DEPARTMENT:

Page 11 EXHIBIT A The opinion of counsel to the Company to be delivered pursuant to Article V, paragraph (b) of the document dated August 1, 2001 and entitled BellSouth Corporation Underwriting Agreement Standard Provisions (Debt) shall be to the effect that: (i) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia; (ii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company; (iii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (iv) the Offered Securities have been duly authorized and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by the institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Offered Securities will be entitled to the benefits of the Indenture; (v) the performance of this Agreement will not contravene any provision of applicable federal law or the law of the State of Georgia or the articles of incorporation or by-laws of the Company or, to the knowledge of such counsel, any agreement or other instrument binding upon the Company, and no consent, approval or authorization of any governmental body is required for the performance of this Agreement, except that the Page 12 offer and sale of the Offered Securities in certain jurisdictions may be subject to the Blue Sky or securities laws of such jurisdictions; (vi) the statements in the Prospectus under the captions "Description of Securities", "Description of [Offered Securities]", "Plan of Distribution" and "Underwriting", and the statements in the Company's Annual Report on Form 10-K under "Item 3 -- Legal Proceedings", insofar as such statements constitute summaries of the documents and matters referred to therein, fairly present the information called for with respect to such documents and matters; (vii) (1) each document filed pursuant to the Exchange Act (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act and all applicable rules and regulations thereunder, and (2) the Registration Statement and the Prospectus (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder, and (viii) nothing has come to the attention of such counsel to cause him or her to believe that (l) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) each part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (2) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) the Registration Statement and the Prospectus, as of the date of this opinion, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (viii) above, such counsel may state that the opinion is based upon his participation in the preparation of the Registration Statement and the Prospectus and upon review and discussion of the contents thereof, but, except for the statements in the Prospectus referred to in (vi) above and in "Item 3 -- Legal Proceedings" of BellSouth's latest Annual Report on Form 10-K incorporated by reference into the Prospectus, is without independent check or verification except as specified. Insofar as the above opinions relate to matters governed by the laws of the State of New York, the opinion of said counsel may rely on opinion of counsel satisfactory to such counsel. Page 13 EXHIBIT B The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to be delivered pursuant to Article V, paragraph (c) of the document dated August 1, 2001 and entitled BellSouth Corporation Underwriting Agreement Standard Provisions (Debt) shall be to the effect that: (i) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (ii) the Offered Securities have been duly authorized and, when executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement or by the institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Offered Securities will be entitled to the benefits of the Indenture; (iii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company except as rights to indemnity and contribution thereunder may be limited under applicable law; (iv) the statements in the Prospectus under the captions "Description of Securities", "Description of [Offered Securities]", "Plan of Distribution" and "Underwriting", insofar as such statements constitute summaries of the documents referred to therein, fairly present the information called for with respect to such documents; (v) the Registration Statement and the Prospectus, (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder; and (vi) nothing has come to the attention of such counsel to cause such counsel to believe that (1) (except as to financial statements or schedules included therein, and except as to the accuracy or validity or other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) any part of the Registration Statement (including the documents incorporated by reference therein) filed with the Commission pursuant to the Securities Act, when such part became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (2) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) the Registration Statement and the Prospectus, as of Page 14 the date of this opinion, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the matters set forth in (v) and (vi) above, such counsel may state that the opinion is based upon such counsel's participation in the preparation of the Registration Statement and the Prospectus and upon review and discussion of the contents thereof, but, except for the statements in the Prospectus referred to in (iv) above, is without independent check or verification except as specified. Insofar as the above opinions relate to matters governed by the laws of the State of Georgia, the opinion of said counsel may rely on opinion of counsel satisfactory to such counsel. Page 15 EX-4.(A) 4 g72269ex4a.txt FORM OF NOTE FOR THE 5% NOTE DUE 2006 [Form of Note] [Face] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No. $ CUSIP No. 079860AC6 ISIN No. US079860AC66 Common Code No. 013806551 BELLSOUTH CORPORATION $1,000,000,000 5% Notes due 2006 BellSouth Corporation, a Georgia corporation (herein referred to as the "COMPANY"), for value received, hereby promises to pay to , or registered assigns, the principal sum of ($ ) Dollars on October 15, 2006, at the office or agency of the Company in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April 15, 2002, on said principal sum at the rate per annum specified in the title of this Note, at said office or agency, in like coin or currency, from the most recent Interest Payment Date to which interest on the Notes has been paid preceding the date hereof (unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date hereof, or unless the date hereof is prior to the first payment of interest, in which case from October 25, 2001) until payment of said principal sum has been made or duly provided for. The interest so payable on any Interest Payment Date, and punctually paid or duly provided for, will, as provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note (or any predecessor Note) shall be registered at the close of business on the April 1 prior to such April 15 or the October 1 prior to such October 15 (each such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular Record Date shall not be a business day (which shall be any day other than a "Legal Holiday" as defined in said Indenture), in which event the business day next preceding. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. So long as this Note is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise, payments of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the Note register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Note shall not be valid or become obligatory for any purpose until the appropriate certificate of authentication hereon shall have been executed by or on behalf of the Trustee under the Indenture referred to on the reverse hereof. IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to be signed by its President or one of its Vice Presidents and by its Treasurer, an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of his signature, and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. Dated BELLSOUTH CORPORATION By: --------------------------- Name: Title: By: --------------------------- Name: Title: [Seal] 2 [Form of Certificate of Authentication] This is one of the Notes described in the within-mentioned Indenture. SUNTRUST BANK, as Trustee By: ------------------------------- Authorized Signatory: 3 [Form of Note] [Reverse] BELLSOUTH CORPORATION This Note is one of a duly authorized series of Notes of the Company, designated as set forth on the face hereof (including the Additional Notes referred to below, herein referred to as the "NOTES"), initially limited to the aggregate principal amount of $1,000,000,000, all issued or to be issued under and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly executed and delivered by the Company to SunTrust Bank, as trustee (herein referred to as the "TRUSTEE"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Company may issue additional notes (the "ADDITIONAL NOTES") under the Indenture having the same terms in all respects as the Notes (or in all respects except for the payment of interest on the Notes (i) scheduled and paid prior to the date of issuance of such Additional Notes or (ii) payable on the first Interest Payment Date following such date of issuance). Such Additional Notes shall be treated as part of the same series as the Notes for all purposes under the Indenture and shall vote together with the Notes as part of the same class. In case an Event of Default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration, shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture. The Indenture also provides that the Holders of not less than a majority in principal amount of the outstanding Notes may waive certain past defaults and their consequences on behalf of the Holders of all Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture contains provisions setting forth certain conditions in the institution of proceedings by Holders of Notes with respect to the Indenture or for any remedy under the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed. The Notes are issuable as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. At the office or agency of the Company designated for such purpose and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged without a service charge for a like aggregate principal amount of Notes of other authorized denominations having the same maturity, interest rate, redemption provisions and original issue date. The Notes may be redeemed in whole at any time or in part from time to time, at the election of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, 4 or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated as of the second Business Day preceding the redemption date. "Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company. "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if, after seeking at least five Reference Treasury Dealer Quotations and excluding the highest and lowest Reference Treasury Dealer Quotations, the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute for such dealer another Primary Treasury Dealer and (2) three other nationally recognized Primary Treasury Dealers selected by the Company. "The Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. On or after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before any redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price and accrued interest on the Notes to be redeemed on such date. Notice of redemption will be given to the Holders of these Notes not more than 60 nor fewer than 30 days prior to the date fixed for redemption. If fewer than all of the Notes are to be redeemed, the Trustee will select the particular Notes or portions thereof for redemption from the outstanding Notes not previously called, pro rata or by lot or in such other manner as the Company shall direct. 5 In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. Upon due presentment for registration of transfer of this Note at the office or agency of the Company designated for such purpose, a new Note or Notes of this series, of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in, and subject to the limitations in, the Indenture. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Company, the Trustee, any paying agent and any Note registrar may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 6 EX-4.(B) 5 g72269ex4b.txt FORM OF NOTE FOR THE 6% NOTE DUE 2011 [Form of Note] [Face] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No. $ CUSIP No. 079860AB8 ISIN No. US079860AB83 Common Code No. 013803714 BELLSOUTH CORPORATION $1,000,000,000 6% Notes due 2011 BellSouth Corporation, a Georgia corporation (herein referred to as the "COMPANY"), for value received, hereby promises to pay to , or registered assigns, the principal sum of ($ ) Dollars on October 15, 2011, at the office or agency of the Company in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April 15, 2002, on said principal sum at the rate per annum specified in the title of this Note, at said office or agency, in like coin or currency, from the most recent Interest Payment Date to which interest on the Notes has been paid preceding the date hereof (unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date hereof, or unless the date hereof is prior to the first payment of interest, in which case from October 25, 2001) until payment of said principal sum has been made or duly provided for. The interest so payable on any Interest Payment Date, and punctually paid or duly provided for, will, as provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note (or any predecessor Note) shall be registered at the close of business on the April 1 prior to such April 15 or the October 1 prior to such October 15 (each such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular Record Date shall not be a business day (which shall be any day other than a "Legal Holiday" as defined in said Indenture), in which event the business day next preceding. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. So long as this Note is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise, payments of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the Note register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Note shall not be valid or become obligatory for any purpose until the appropriate certificate of authentication hereon shall have been executed by or on behalf of the Trustee under the Indenture referred to on the reverse hereof. IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to be signed by its President or one of its Vice Presidents and by its Treasurer, an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of his signature, and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. Dated BELLSOUTH CORPORATION By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: [Seal] 2 [Form of Certificate of Authentication] This is one of the Notes described in the within-mentioned Indenture. SUNTRUST BANK, as Trustee By: -------------------------------- Authorized Signatory: 3 [Form of Note] [Reverse] BELLSOUTH CORPORATION This Note is one of a duly authorized series of Notes of the Company, designated as set forth on the face hereof (including the Additional Notes referred to below, herein referred to as the "NOTES"), initially limited to the aggregate principal amount of $1,000,000,000, all issued or to be issued under and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly executed and delivered by the Company to SunTrust Bank, as trustee (herein referred to as the "TRUSTEE"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Company may issue additional notes (the "ADDITIONAL NOTES") under the Indenture having the same terms in all respects as the Notes (or in all respects except for the payment of interest on the Notes (i) scheduled and paid prior to the date of issuance of such Additional Notes or (ii) payable on the first Interest Payment Date following such date of issuance). Such Additional Notes shall be treated as part of the same series as the Notes for all purposes under the Indenture and shall vote together with the Notes as part of the same class. In case an Event of Default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration, shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture. The Indenture also provides that the Holders of not less than a majority in principal amount of the outstanding Notes may waive certain past defaults and their consequences on behalf of the Holders of all Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture contains provisions setting forth certain conditions in the institution of proceedings by Holders of Notes with respect to the Indenture or for any remedy under the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed. The Notes are issuable as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. At the office or agency of the Company designated for such purpose and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged without a service charge for a like aggregate principal amount of Notes of other authorized denominations having the same maturity, interest rate, redemption provisions and original issue date. The Notes may be redeemed in whole at any time or in part from time to time, at the election of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, 4 or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined below) plus 20 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated as of the second Business Day preceding the redemption date. "Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company. "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if, after seeking at least five Reference Treasury Dealer Quotations and excluding the highest and lowest Reference Treasury Dealer Quotations, the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute for such dealer another Primary Treasury Dealer and (2) three other nationally recognized Primary Treasury Dealers selected by the Company. "The Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. On or after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before any redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price and accrued interest on the Notes to be redeemed on such date. Notice of redemption will be given to the Holders of these Notes not more than 60 nor fewer than 30 days prior to the date fixed for redemption. If fewer than all of the Notes are to be redeemed, the Trustee will select the particular Notes or portions thereof for redemption from the outstanding Notes not previously called, pro rata or by lot or in such other manner as the Company shall direct. 5 In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. Upon due presentment for registration of transfer of this Note at the office or agency of the Company designated for such purpose, a new Note or Notes of this series, of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in, and subject to the limitations in, the Indenture. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Company, the Trustee, any paying agent and any Note registrar may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 6 EX-4.(C) 6 g72269ex4c.txt FORM OF NOTE FOR THE 6 7/8% NOTES DUE 2031 [Form of Note] [Face] Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of The Depository Trust Company (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. No. $ CUSIP No. 079860AD4 ISIN No. US079860AD40 Common Code No. 013806594 BELLSOUTH CORPORATION $750,000,000 6.875% Notes due 2031 BellSouth Corporation, a Georgia corporation (herein referred to as the "COMPANY"), for value received, hereby promises to pay to , or registered assigns, the principal sum of ($ ) Dollars on October 15, 2031, at the office or agency of the Company in The City of New York, New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April 15, 2002, on said principal sum at the rate per annum specified in the title of this Note, at said office or agency, in like coin or currency, from the most recent Interest Payment Date to which interest on the Notes has been paid preceding the date hereof (unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date hereof, or unless the date hereof is prior to the first payment of interest, in which case from October 25, 2001) until payment of said principal sum has been made or duly provided for. The interest so payable on any Interest Payment Date, and punctually paid or duly provided for, will, as provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Note (or any predecessor Note) shall be registered at the close of business on the April 1 prior to such April 15 or the October 1 prior to such October 15 (each such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular Record Date shall not be a business day (which shall be any day other than a "Legal Holiday" as defined in said Indenture), in which event the business day next preceding. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a special record date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 15 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. So long as this Note is registered in the name of Cede & Co., payments of interest hereon shall be made in immediately available funds; otherwise, payments of interest may be made at the option of the Company by check or draft mailed to the address of the person entitled thereto at such address as shall appear on the Note register. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Note shall not be valid or become obligatory for any purpose until the appropriate certificate of authentication hereon shall have been executed by or on behalf of the Trustee under the Indenture referred to on the reverse hereof. IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to be signed by its President or one of its Vice Presidents and by its Treasurer, an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of his signature, and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. Dated BELLSOUTH CORPORATION By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: [Seal] 2 [Form of Certificate of Authentication] This is one of the Notes described in the within-mentioned Indenture. SUNTRUST BANK, as Trustee By: -------------------------------- Authorized Signatory: 3 [Form of Note] [Reverse] BELLSOUTH CORPORATION This Note is one of a duly authorized series of Notes of the Company, designated as set forth on the face hereof (including the Additional Notes referred to below, herein referred to as the "NOTES"), initially limited to the aggregate principal amount of $750,000,000, all issued or to be issued under and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly executed and delivered by the Company to SunTrust Bank, as trustee (herein referred to as the "TRUSTEE"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning the registered holders or registered holder) of the Notes and the terms upon which the Notes are to be authenticated and delivered. The Company may issue additional notes (the "ADDITIONAL NOTES") under the Indenture having the same terms in all respects as the Notes (or in all respects except for the payment of interest on the Notes (i) scheduled and paid prior to the date of issuance of such Additional Notes or (ii) payable on the first Interest Payment Date following such date of issuance). Such Additional Notes shall be treated as part of the same series as the Notes for all purposes under the Indenture and shall vote together with the Notes as part of the same class. In case an Event of Default, as defined in the Indenture, with respect to the Notes shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration, shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the outstanding Notes, on behalf of the Holders of all Notes, to waive compliance by the Company with certain provisions of the Indenture. The Indenture also provides that the Holders of not less than a majority in principal amount of the outstanding Notes may waive certain past defaults and their consequences on behalf of the Holders of all Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture contains provisions setting forth certain conditions in the institution of proceedings by Holders of Notes with respect to the Indenture or for any remedy under the Indenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or currency herein prescribed. The Notes are issuable as registered Notes without coupons in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. At the office or agency of the Company designated for such purpose and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged without a service charge for a like aggregate principal amount of Notes of other authorized denominations having the same maturity, interest rate, redemption provisions and original issue date. The Notes may be redeemed in whole at any time or in part from time to time, at the election of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed, 4 or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined below) plus 25 basis points, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated as of the second Business Day preceding the redemption date. "Business Day" means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York and on which commercial banks are open for business in New York, New York. "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term ("Remaining Life") of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Life of such Notes. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Company. "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if, after seeking at least five Reference Treasury Dealer Quotations and excluding the highest and lowest Reference Treasury Dealer Quotations, the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc., and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a "Primary Treasury Dealer"), the Company will substitute for such dealer another Primary Treasury Dealer and (2) three other nationally recognized Primary Treasury Dealers selected by the Company. "The Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. On or after the redemption date, interest will cease to accrue on the Notes or any portion thereof called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before any redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price and accrued interest on the Notes to be redeemed on such date. Notice of redemption will be given to the Holders of these Notes not more than 60 nor fewer than 30 days prior to the date fixed for redemption. If fewer than all of the Notes are to be redeemed, the Trustee will select the particular Notes or portions thereof for redemption from the outstanding Notes not previously called, pro rata or by lot or in such other manner as the Company shall direct. 5 In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. Upon due presentment for registration of transfer of this Note at the office or agency of the Company designated for such purpose, a new Note or Notes of this series, of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in, and subject to the limitations in, the Indenture. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Company, the Trustee, any paying agent and any Note registrar may deem and treat the Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Note registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State. 6 EX-12 7 g72269ex12.txt RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 BELLSOUTH CORPORATION COMPUTATION OF EARNINGS TO FIXED CHARGES (DOLLARS IN MILLIONS)

Nine Months Ended September 30, Year Ended December 31, 2001 2000 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- -------- -------- 1. Earnings (a) Income from continuing operations before deductions for taxes and interest $ 3,866 $ 5,820 $ 7,926 $ 6,518 $ 6,588 $ 6,182 $ 5,329 (b) Portion of rental expense representative of interest factor 47 83 105 99 81 91 90 (c) Equity in losses from less-than- 50% owned investments (accounted for under the equity method of accounting) 212 88 142 396 97 78 68 (d) Excess of earnings over distributions of less-than-50%-owned investments (accounted for under the equity method of accounting) (244) (129) (707) (87) (46) (85) (53) -------- -------- -------- -------- -------- -------- -------- TOTAL $ 3,881 $ 5,862 $ 7,466 $ 6,926 $ 6,720 $ 6,266 $ 5,434 ======== ======== ======== ======== ======== ======== ======== 2. Fixed Charges (a) Interest $ 1,020 $ 1,009 $ 1,361 $ 1,059 $ 867 $ 783 $ 739 (b) Portion of rental expense representative of interest factor 47 83 105 99 81 91 90 -------- -------- -------- -------- -------- -------- -------- TOTAL $ 1,067 $ 1,092 $ 1,466 $ 1,158 $ 948 $ 874 $ 829 ======== ======== ======== ======== ======== ======== ======== Ratio (1 divided by 2) 3.64 5.37 5.09 5.98 7.09 7.17 6.55 ======== ======== ======== ======== ======== ======== ========

EX-1

                                                                       EXHIBIT 1

                                 $2,750,000,000

                              BELLSOUTH CORPORATION

                                 $1,000,000,000

                                5% NOTES DUE 2006

                                 $1,000,000,000

                                6% NOTES DUE 2011

                                  $750,000,000

                              6.875% NOTES DUE 2031

                             UNDERWRITING AGREEMENT

October 22, 2001




                             UNDERWRITING AGREEMENT

                                                                October 22, 2001

BellSouth Corporation
1155 Peachtree St., N.E.
Atlanta, GA 30309-3610

Dear Ladies and Gentlemen:

         We (the "Managers") understand that BellSouth Corporation, a Georgia
corporation (the "Company"), proposes to issue and sell $1,000,000,000 aggregate
principal amount of its 5% Notes due 2006 (the "2006 Notes"), $1,000,000,000
aggregate principal amount of its 6% Notes due 2011 (the "2011 Notes") and
$750,000,000 aggregate principal amount of its 6.875% Notes due 2031 (the "2031
Notes"). The 2006 Notes, the 2011 Notes and the 2031 Notes are hereinafter
called the "Offered Securities". The Offered Securities will be issued pursuant
to an indenture dated as of August 15, 2001 between the Company and SunTrust
Bank, as Trustee.

         Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Company hereby agrees to sell and the underwriters named
below (the "Underwriters") agree to purchase, severally and not jointly, the
principal amounts of Offered Securities set forth below opposite their names at
99.425% of their principal amount in the case of the 2006 Notes, at 99.248% of
their principal amount in the case of the 2011 Notes and at 98.475% of their
principal amount in the case of the 2031 Notes, in each case plus accrued
interest, if any, from October 25, 2001, to the date of payment and delivery:



                                       PRINCIPAL AMOUNT     PRINCIPAL AMOUNT   PRINCIPAL AMOUNT
               NAME                     Of 2006 NOTES        Of 2011 NOTES      Of 2031 NOTES
               ----                    ----------------     ----------------   ----------------

                                                                      
Morgan Stanley & Co. Incorporated          340,000,000          340,000,000        255,000,000
Salomon Smith Barney Inc.                  340,000,000          340,000,000        255,000,000
Lehman Brothers Inc.                       150,000,000          150,000,000        112,500,000
ABN AMRO Incorporated                       70,000,000           70,000,000         52,500,000
J. P. Morgan Securities Inc.                70,000,000           70,000,000         52,500,000
Jackson Securities Incorporated             10,000,000           10,000,000          7,500,000
Guzman & Company                            10,000,000           10,000,000          7,500,000
The Williams Capital Group, L.P.            10,000,000           10,000,000          7,500,000
                                        --------------      ---------------      -------------
           Total....................    $1,000,000,000      $ 1,000,000,000      $ 750,000,000
                                        --------------      ---------------      -------------


         The Underwriters will pay for such Offered Securities by wire transfer
of immediately available funds upon delivery thereof through the book-entry
facilities of The Depository Trust Company at 10:00 A.M. (New York time) on
October 25, 2001, or at


                                       1


such other time, not later than November 1, 2001, as shall be designated by the
Managers.

         The 2006 Notes shall have the following terms:

         Maturity:         October 15, 2006

         Interest Rate:    5%

         Redemption Provisions: The Company may redeem the 2006 Notes in whole
         at any time or in part from time to time at a redemption price equal to
         the greater of (i) 100% of their principal amount or (ii) the sum of
         the present values of the remaining scheduled payments of principal and
         interest discounted to the date of redemption on a semi-annual basis at
         the applicable Treasury Rate (as set forth in the prospectus supplement
         dated the date hereof) plus 15 basis points, plus, in each case,
         accrued and unpaid interest on the principal amount being redeemed to
         the redemption date.

         Interest Payment Dates:    April 15 and October 15, commencing April
         15, 2002

         Initial Public Offering Price:      99.775%

         The 2011 Notes shall have the following terms:

         Maturity:         October 15, 2011

         Interest Rate:    6%

         Redemption Provisions:     The Company may redeem the 2011 Notes in
         whole at any time or in part from time to time at a redemption price
         equal to the greater of (i) 100% of their principal amount or (ii) the
         sum of the present values of the remaining scheduled payments of
         principal and interest discounted to the date of redemption on a
         semi-annual basis at the applicable Treasury Rate (as set forth in the
         prospectus supplement dated the date hereof) plus 20 basis points,
         plus, in each case, accrued and unpaid interest on the principal amount
         being redeemed to the redemption date.

         Interest Payment Dates:    April 15 and October 15, commencing April
         15, 2002

         Initial Public Offering Price:      99.698%

         The 2031 Notes shall have the following terms:

         Maturity:         October 15, 2031

         Interest Rate:    6.875%


                                       2


         Redemption Provisions:     The Company may redeem the 2031 Notes in
         whole at any time or in part from time to time at a redemption price
         equal to the greater of (i) 100% of their principal amount or (ii) the
         sum of the present values of the remaining scheduled payments of
         principal and interest discounted to the date of redemption on a
         semi-annual basis at the applicable Treasury Rate (as set forth in the
         prospectus supplement dated the date hereof) plus 25 basis points,
         plus, in each case, accrued and unpaid interest on the principal amount
         being redeemed to the redemption date.

         Interest Payment Dates:    April 15 and October 15, commencing April
         15, 2002

         Initial Public Offering Price:      99.350%

         Each Underwriter, on behalf of itself and each of its affiliates that
participates in the initial distribution of the Notes, severally and not
jointly, represents to and agrees with the Company that it and each such
affiliate:

         (a)(i) has not offered or sold and, prior to the expiry of the period
of six months from the time of closing, will not offer or sell any Notes to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (ii) has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Notes in, from or otherwise involving the
United Kingdom and (iii) has only issued or passed on and will only issue or
pass on in the United Kingdom any document received by it in connection with the
issue of the Notes to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 or is a person to whom such documents may otherwise lawfully be issued or
passed on;

         (b) has not offered or sold, and will not offer or sell, directly or
indirectly, any of the Notes in or to residents of Japan or to any persons for
reoffering or resale, directly or indirectly in Japan or to any resident of
Japan, except pursuant to an exemption from the registration requirements of the
Securities and Exchange Law available thereunder and in compliance with the
other relevant laws and regulations of Japan;

         (c)(i) has not offered or sold, and will not offer or sell, the Notes
by means of any document to persons in Hong Kong other than persons whose
ordinary business is to buy or sell shares or debentures, whether as principal
or agent, or in circumstances which do not constitute an offer to the public
within the meaning of the Hong Kong Companies Ordinance (Chapter 32 of the Laws
of Hong Kong) and (ii) has not issued, and will not issue, any invitation or
advertisement relating to the Notes in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to Notes which
are intended to be disposed of to persons outside Hong Kong or only to


                                       3


persons whose business involves the acquisition, disposal or holding of
securities whether as principal or agent; and

         (d) has not offered, sold or delivered and it and they will not offer,
sell or deliver, directly or indirectly, any of the Notes or distribute any
preliminary prospectus or the Prospectus or any other offering material relating
to the Notes, in or from any jurisdiction except under circumstances that will,
to the best of its or their knowledge and belief, result in compliance with the
applicable laws and regulations thereof and which will not impose any
obligations on the Company except as contained in this agreement.

         The Company will use commercially reasonable efforts to have the Notes
approved for listing on the Luxembourg Stock Exchange or such other exchange as
shall be agreed upon by the Managers and the Company, by the time of closing or
as soon as practicable thereafter. We understand that there can be no assurance
that the Notes will be approved for any such listing.


                                       4


         All the provisions contained in the document entitled the BellSouth
Corporation Underwriting Agreement Standard Provisions (Debt) dated August 1,
2001, a copy of which you have previously received, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein.

                                             Very truly yours,

                                             MORGAN STANLEY & CO.
                                                 INCORPORATED


                                             By: /s/ Michael Fusco
                                                --------------------------------

                                             SALOMON SMITH BARNEY INC.


                                             By: /s/ Brian D. Bednarski
                                                --------------------------------

                                                Acting severally on behalf of
                                                themselves and the several
                                                Underwriters named above

Accepted:

BELLSOUTH CORPORATION


By: /s/ Linda S. Harty
    Title: Vice President and Treasurer


                                       5


                              BELLSOUTH CORPORATION

                             UNDERWRITING AGREEMENT

                           STANDARD PROVISIONS (DEBT)

AUGUST 1, 2001

         From time to time, BellSouth Corporation, a Georgia corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this Agreement. Unless otherwise defined herein, terms defined in


                                     Page 1


the Underwriting Agreement are used herein as therein defined.

                                       I.

         The Company proposes to issue, from time to time, debt securities (the
"Securities") which will be issued pursuant to the provisions of an Indenture
(each, the "Indenture") between the Company and the Trustee named therein in
substantially the form as the indentures filed as exhibits to Registration
Statement No. 333-67084. The Securities may have varying designations,
maturities, rates and times of payment of interest, if any, selling prices,
redemption terms, if any, and other specific terms.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and will file with the Commission a prospectus supplement (the
"Prospectus Supplement") specifically relating to a series of Securities issued
pursuant to the Indenture (the "Offered Securities") pursuant to Rule 424 under
the Securities Act of 1933 (the "Securities Act"). The term Registration
Statement means the registration statement as amended to the date of the
Underwriting Agreement, together with any related registration statement filed
with the Commission pursuant to Rule 462(b) under the Securities Act. The term
Basic Prospectus means the last dated prospectus included in the Registration
Statement. The term Prospectus means the Basic Prospectus together with the
Prospectus Supplement. The term Preliminary Prospectus means a preliminary
prospectus supplement, if any, specifically relating to the Offered Securities,
together with the Basic Prospectus. As used herein, the terms "Registration
Statement", "Basic Prospectus", "Prospectus" and "Preliminary Prospectus" shall
include in each case the material, if any, incorporated by reference therein.

         The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein. The term Contract Securities means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.

                                       II.

         If the Prospectus provides for sales of Offered Securities pursuant to
delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as hereinafter defined), the Company will pay the Manager as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the principal amount of Contract
Securities. The Underwriters will not have any responsibility in respect of the
validity or the performance of the Delayed Delivery Contracts.

         If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Manager determines that such reduction shall be otherwise
and so advises the Company.

                                      III.

         The Company is advised by the Manager that the Underwriters propose to
make a public offering of the Underwriters' Securities as soon after this


                                     Page 2


Agreement is entered into as in the Manager's judgment is advisable. The terms
of the public offering of the Underwriters' Securities are set forth in the
Prospectus.

                                       IV.

         Payment for the Underwriters' Securities shall be made by certified or
official bank check or checks payable to the order of the Company in New York
Clearing House funds or by wire transfer of immediately available funds (as
specified in the Underwriting Agreement) at the time and place set forth in the
Underwriting Agreement, upon delivery to the Manager for the respective accounts
of the several Underwriters of the Underwriters' Securities registered in such
names and in such denominations as the Manager shall request in writing not less
than two full business days prior to the date of the delivery (through the
book-entry facilities of The Depository Trust Company, if specified in the
Underwriting Agreement). The time and date of such payment and delivery of the
Underwriters' Securities are herein referred to as the Closing Date.

                                       V.

         The several obligations of the Underwriters hereunder are subject to
the following conditions:

                  (a)  No stop order suspending the effectiveness of the
         Registration Statement shall be in effect, and no proceedings for such
         purpose shall have been instituted or threatened by the Commission, and
         there shall have been no material adverse change and no development
         which, in the reasonable judgment of the Manager, involves a
         substantial likelihood of a prospective material adverse change in the
         condition of the Company and its subsidiaries, taken as a whole, from
         that set forth in the Registration Statement and the Prospectus.

                  (b)  The Manager shall have received on the Closing Date
         an opinion (or opinions) of counsel for the Company, who may be an
         employee of the Company, dated the Closing Date, substantially to the
         effect set forth in Exhibit A.

                  (c)  The Manager shall have received on the Closing Date
         an opinion of Davis Polk & Wardwell, counsel for the Underwriters,
         dated the Closing Date, substantially to the effect set forth herein in
         Exhibit B.

                  (d) The Manager shall have received on the Closing Date a
         letter, dated the Closing Date, in form and substance satisfactory to
         the Manager, from PricewaterhouseCoopers LLP, independent public
         accountants, containing statements and information of the type
         ordinarily included in accountants' "comfort letters" to underwriters
         with respect to the financial statements and certain financial
         information contained in or incorporated by reference into the
         Registration Statement and the Prospectus.

                  (e) The Manager shall have received on the Closing Date a
         certificate signed by the President, any Vice President or the
         Treasurer or Assistant Treasurer of the Company to the effect that the
         signer of such certificate has examined the Registration Statement, the
         Prospectus and this Agreement and that:

                           (i) the representations and warranties of the Company
                  herein are true and correct in all material respects on and as
                  of the Closing Date, and the Company has complied with all the
                  agreements and satisfied all the conditions on its part to be
                  performed or satisfied at or prior to the Closing Date;


                                     Page 3


                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement has been issued, and no proceedings
                  for that purpose have been instituted or, to the Company's
                  knowledge, threatened by the Commission; and

                           (iii) since the date of the most recent financial
                  statements included or incorporated by reference in the
                  Prospectus, there has been no material adverse change and no
                  development which, in the reasonable judgment of the signer of
                  such certificate, involves the substantial likelihood of a
                  prospective material adverse change in the condition of the
                  Company and its subsidiaries, taken as a whole, from that set
                  forth in the Registration Statement and the Prospectus.

                                       VI.

         In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:

                  (a) To deliver to the Manager two copies of the Registration
         Statement as originally filed (including documents incorporated by
         reference therein) and of all amendments thereto up to the time of
         closing. Promptly upon the filing with the Commission of any amendment
         to the Registration Statement or of any supplement to or amendment of
         the Prospectus, the Company will deliver to the Representatives two
         copies thereof. The terms "supplement" and "amendment" or "amend", as
         used in this Agreement, shall include all documents subsequently filed
         by the Company pursuant to the Securities Exchange Act of 1934 (the
         "Exchange Act") which are deemed to be incorporated by reference in the
         Prospectus from the date of filing such documents in accordance with
         Form S-3.

                  (b) If, during such period after the first date of the public
         offering of the Offered Securities as in the reasonable opinion of
         counsel for the Underwriters the Prospectus is required by law to be
         delivered in connection with sales by an Underwriter or dealer, any
         event shall occur or a condition shall exist as a result of which it is
         necessary to amend or supplement the Prospectus in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading, or if it is necessary to amend or supplement
         the Prospectus to comply with law, at the request of the Manager,
         forthwith to prepare and furnish, at their own expense, to the
         Underwriters and to the dealers (whose names and addresses the Manager
         shall furnish to the Company) to which Offered Securities may have been
         sold by the Manager on behalf of the Underwriters and to any other
         dealer upon request, either amendments or supplements to the Prospectus
         so that the statements in the Prospectus, as so amended or supplemented
         will not, in the light of the circumstances under which they were made,
         be misleading or so that the Prospectus will comply with law. If after
         the expiration of such period the Company is requested by the Manager
         to so do, it will prepare and furnish to the Underwriters, at the
         expense of the Underwriters and after a reasonable time for the
         preparation thereof, such quantity as may reasonably be required for
         the purposes contemplated by the Securities Act of an amended or
         supplemented prospectus (but not further amendments or supplements
         thereto) complying at the time of delivery with Section 10(a) of the
         Securities Act, for use in connection with the distribution of the
         Offered Securities; provided that if the Company has delivered such an
         amended or supplemented prospectus pursuant to such request it shall
         not be under any obligation to comply with any further such request.

                  (c) To use their best efforts to qualify the Offered
         Securities for offer and sale under the applicable securities or Blue


                                     Page 4


         Sky laws of such jurisdictions as the Manager shall reasonably request
         and to pay all expenses (including fees and disbursements of counsel)
         in connection with such qualification and in connection with the
         determination of the eligibility of the Offered Securities for
         investment under the applicable laws of such jurisdictions as the
         Manager may designate; provided, however that the Company shall not be
         obligated to file any general consent to service of process or to
         qualify as a foreign corporation in any jurisdiction in which it is not
         so qualified.

                  (d) To make generally available to the Company's security
         holders as soon as practicable an earnings statement covering a
         twelve-month period beginning after the date of the Underwriting
         Agreement, which shall satisfy the provisions of Section 11(a) of the
         Securities Act and the applicable rules and regulations thereunder.

                  (e) Not, without the prior consent of the Representatives, to
         offer or to sell any of the Securities covered by the Registration
         Statement and having a maturity of more than one year between the
         commencement of an offering of Offered Securities and the related
         Closing Date.

                                      VII.

         (a) The Company represents and warrants to each Underwriter that (i)
each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with such Act and the rules and regulations
thereunder, (ii) each part of the Registration Statement (including the
documents incorporated by reference therein), filed with the Commission pursuant
to the Securities Act relating to the Offered Securities, when such part became
effective, did not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) each Preliminary Prospectus, if any,
filed pursuant to Rule 424 under the Securities Act complied when so filed in
all material respects with such Act and the applicable rules and regulations
thereunder, (iv) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus at the date of the Prospectus
Supplement do not contain and, as further amended or supplemented, if
applicable, as of their respective dates, will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, except that
the representations and warranties set forth in this paragraph (a) do not apply
to statements or omissions in the Registration Statement, any Preliminary
Prospectus or the Prospectus based upon information furnished to the Company in
writing by any Underwriter expressly for use therein.

         (b) The Company has complied with all applicable provisions of Section
1 of Laws of Florida, Chapter 92-198 relating to business transactions with
Cuba.

         (c) The Company agrees to indemnify and hold each Underwriter, and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the Securities Act of Section 20 of the Exchange Act, harmless from and against
any and all losses, claims, damages and liabilities arising because (i) any
Preliminary Prospectus, if used prior to the effectiveness of the Registration
Statement relating to the Offered Securities, and if used as amended by all
amendments thereto which have been furnished to the Manager or to such
Underwriter, or (ii) the Registration Statement (or the Prospectus if used
within the period set forth in paragraph (b) of Article VI hereof and if used as
amended or supplemented by all amendments or supplements thereto which have been


                                     Page 5


furnished to the Manager or to such Underwriter) contained or is alleged to have
contained any untrue statement of a material fact or omitted or is alleged to
have omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however that the
Company will not be liable in any such case to the extent that any such losses,
claims, damages or liabilities were caused by any such untrue statement or
omission or alleged untrue statement or alleged omission made in reliance upon
information furnished to the Company herein or otherwise in writing by or on
behalf of any Underwriter specifically for use in connection with the
preparation of any Preliminary Prospectus, the Registration Statement or the
Prospectus or any amendment or supplement thereto, or were caused by any
statement in or omission from the Statement of Eligibility and Qualification of
the Trustee under the Indenture, provided that the indemnity agreement with
respect to any Preliminary Prospectus shall not inure to the benefit of any
Underwriter (or to the benefit of any person controlling such Underwriter) on
account of any losses, claims, damages or liabilities to any person if a copy of
the Prospectus (as amended or supplemented by all amendments or supplements
thereto which have been furnished to the Manager or to such Underwriter, but
without documents incorporated by reference therein or exhibits) shall not have
been sent, mailed or given to such person, if required by the Securities Act, at
or prior to the written confirmation of the sale of such Securities to such
person, and the loss, claim, damage or liability of such Underwriter results
from an untrue statement or omission of a material fact contained in the
Preliminary Prospectus which was corrected in the Prospectus (as amended or
supplemented).

         (d) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors or officers who sign the
Registration Statement and any person controlling the Company to the same extent
as the foregoing indemnity from the Company to the Underwriters but only in
reference to information relating to the Underwriters furnished or confirmed in
writing by such Underwriter expressly for use in connection with the preparation
of any Preliminary Prospectus, the Registration Statement, the Prospectus or any
amendment or supplement thereto.

         (e) The Company and each Underwriter agree that upon the commencement
of any action against it, the Company's directors or officers who sign the
Registration Statement or any person controlling the Company or any Underwriter
as aforesaid in respect of which indemnity may be sought on account of any
indemnity agreement contained herein, it will promptly give written notice of
the commencement thereof to the party or parties against whom indemnity shall be
sought, but the omission so to notify such indemnifying party or parties of any
such action shall not relieve such indemnifying party or parties from any
liability which it or they may have to the indemnified party or parties
otherwise than on account of such indemnity agreement. In case such notice of
any such action shall be so given, such indemnifying party or parties shall be
entitled to participate at its or their own expense in the defense of such
action, or, if it or they so elect, to assume the defense of such action, and in
the latter event such defense shall be conducted by counsel chosen by such
indemnifying party or parties and satisfactory to the indemnified party or
parties who shall be defendant or defendants in such action, and such defendant
or defendants shall bear the fees and expense of any additional counsel retained
by them; but if the indemnifying party or parties shall not elect to assume the
defense of such action, such indemnifying party or parties will reimburse such
indemnified party or parties for the reasonable fees and expenses of any counsel
retained by them. In the event that the parties to any such action (including
impleaded parties) include the Company and one or more Underwriters and either
(i) the indemnifying party or parties and indemnified party or parties mutually
agree or (ii) representation of both the indemnifying party or parties and the
indemnified party or parties by the same counsel is inappropriate under
applicable standards of professional conduct due to actual or potential
differing interests between them, then the indemnifying party or parties shall
not have the right to assume the defense of such action on behalf of such


                                     Page 6


indemnified party or parties and will reimburse such indemnified party or
parties for the reasonable fees and expenses of any counsel retained by them and
satisfactory to the indemnifying party or parties, it being understood that the
indemnifying party or parties shall not, in connection with any one action or
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys (in addition to local
counsel) for all such indemnified parties, which firm shall be designated in
writing by the Manager in the case of an action in which one or more
Underwriters or controlling persons are indemnified parties and by the Company
in the case of an action in which the Company or any of its directors, officers
or controlling persons are indemnified parties. It is also understood that the
fees and expenses referred to in the immediately preceding sentence shall be
reimbursed as they are incurred. The indemnifying party or parties shall not be
liable under this Agreement with respect to any settlement made by any
indemnified party or parties without prior written consent by the indemnifying
party or parties to such settlement but if settled with such consent or if there
is a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such judgment or settlement. Any indemnifying party shall, prior to agreeing
to any settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, make their best effort to
obtain the unconditional release of such indemnified party from all liability or
claims rising out of the subject matter of such proceeding.

         (f) If the indemnification provided for in subparagraph (c) and (d) of
this Article VII is unavailable to an indemnified party in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect primarily the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Securities and also to reflect where
appropriate the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions or
alleged statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and by the
Underwriters on the other in connection with the offering of the Securities
shall be deemed to be in the same proportion as the total gross proceeds from
the offering of such Securities (before deducting expenses) received by the
Company bear to the total commissions received by the Underwriters. The relative
fault of the Company and of the Underwriters shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subparagraph (f) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this subparagraph (f). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in this subparagraph (f) shall be deemed to include subject to the
limitations set forth above in this Article VII, any legal or other expenses
reasonably incurred by such indemnified party in connection with defending any
such action or claim. Notwithstanding the provisions of this subparagraph (f),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any


                                     Page 7


damages which such Underwriter has been required to pay, otherwise than pursuant
to this Article VII, by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
subparagraph (f) are several in proportion to the respective principal amounts
of Offered Securities purchased by each such Underwriter and not joint. The
remedies provided in this Article VII are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at
law or in equity.

         The indemnity and contribution agreements contained in this Article VII
and the representations and warranties of the Company in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any
Underwriter or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, its directors or officers or any
person controlling the Company and (iii) acceptance of and payment for any of
the Offered Securities.

                                      VIII.

         If any one or more Underwriters shall fail to purchase and pay for any
of the Offered Securities agreed to be purchased by such Underwriter or
Underwriters and such failure to purchase shall constitute a default in the
performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the
respective proportions which the principal amount of Offered Securities set
forth opposite their names in the Underwriting Agreement bears to the aggregate
principal amount of Securities set forth opposite the names of all the remaining
Underwriters) the Offered Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Offered Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in the Underwriting
Agreement, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the Offered Securities,
and if such nondefaulting Underwriters do not purchase all the Offered
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Article VIII, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Manager shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.

                                       IX.

         This Agreement shall be subject to termination in the absolute
discretion of the Manager, by notice given to the Company, if prior to the
Closing Date (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or
other calamity or crisis the effect of which is to make it, in the judgment of
the Manager, impracticable to market the Offered Securities.

                                       X.


                                     Page 8


         If this Agreement shall be terminated by the Underwriters or any of
them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform their respective obligations
under this Agreement except pursuant to Article VIII hereof, the Company will
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with the Offered Securities.

         This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signature thereto and
hereto were upon the same instrument.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.


                                     Page 9


                                                                      SCHEDULE I

                            DELAYED DELIVERY CONTRACT
           [NOTE: WOULD NEED TO BE DESCRIBED IN PROSPECTUS SUPPLEMENT]

Dear Sirs:

         The undersigned hereby agrees to purchase from BellSouth Corporation, a
Georgia corporation (the "Company"), and the Company agrees to sell to the
undersigned, $ _______________ principal amount of the Company's [state title of
issue] (the "Securities"), offered by the Company's Prospectus dated ___________
and Prospectus Supplement dated ___________ , ______ , receipt of copies of
which are hereby acknowledged, at a purchase price of ___ % of the principal
amount thereof plus accrued interest and on the further terms and conditions set
forth in this contract. The undersigned does not contemplate selling Securities
prior to making payment therefor.

         The undersigned will purchase from the Company Securities in the
principal amounts and on the delivery dates set forth below:



DELIVERY  PRINCIPAL   PLUS ACCRUED
--------  ---------  INTEREST FROM:
               
  DATE     AMOUNT
             $
             $
             $


Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date."

         Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date shall be made to the Company or its order by [certified or
official bank check in New York Clearing House funds] [immediately available
funds] at the offices of ___________ at 10:00 A.M. (New York time) on the
Delivery Date, upon delivery to the undersigned [through the facilities of The
Depository Trust Company] of the Securities to be purchased by the undersigned
on the Delivery Date, [in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than five full business days prior to the Delivery Date].

         The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.

         Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.

         This contract will inure to the benefit of and be binding upon the
parties thereto and their respective successors, but will not be assignable by
either party hereto without the prior written consent of the other.

         If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.


                                    Page 10


         This contract shall be governed by and construed in accordance with the
laws of the State of New York.

                                            Yours very truly,


                                            -------------------------------
                                            (Purchaser)


                                            By:
                                            -------------------------------

                                            -------------------------------
                                            (Title)

                                            -------------------------------

                                            -------------------------------
                                            (Address)

Accepted:

BELLSOUTH CORPORATION

By:

                 PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

         The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print).



                       TELEPHONE NO.
         NAME      (INCLUDING AREA CODE)    DEPARTMENT:
                                      




                                    Page 11


                                                                       EXHIBIT A

                  The opinion of counsel to the Company to be delivered pursuant
to Article V, paragraph (b) of the document dated August 1, 2001 and entitled
BellSouth Corporation Underwriting Agreement Standard Provisions (Debt) shall be
to the effect that:

                  (i) the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Georgia;

                  (ii) the Underwriting Agreement has been duly authorized,
         executed and delivered by the Company;

                  (iii) the Indenture has been duly authorized, executed and
         delivered by the Company and is a valid and binding agreement of the
         Company enforceable against it in accordance with its terms, except as
         the enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization or other similar laws of general application, and except
         that the enforceability of the obligations of the Company is subject to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding of equity or at law); the Indenture has
         been duly qualified under the Trust Indenture Act of 1939, as amended;

                  (iv) the Offered Securities have been duly authorized and,
         when executed by the Company and authenticated by the Trustee in
         accordance with the provisions of the Indenture and delivered to and
         paid for by the Underwriters in accordance with the terms of the
         Underwriting Agreement or by the institutional investors, if any,
         pursuant to Delayed Delivery Contracts, will be valid and binding
         obligations of the Company enforceable against it in accordance with
         their terms, except as the enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization or other similar laws of general
         application, and except that the enforceability of the obligations of
         the Company is subject to general principles of equity (regardless of
         whether such enforceability is considered in a proceeding of equity or
         at law); the Offered Securities will be entitled to the benefits of the
         Indenture;

                  (v) the performance of this Agreement will not contravene any
         provision of applicable federal law or the law of the State of Georgia
         or the articles of incorporation or by-laws of the Company or, to the
         knowledge of such counsel, any agreement or other instrument binding
         upon the Company, and no consent, approval or authorization of any
         governmental body is required for the performance of this Agreement,
         except that the


                                    Page 12


         offer and sale of the Offered Securities in certain jurisdictions may
         be subject to the Blue Sky or securities laws of such jurisdictions;

                  (vi) the statements in the Prospectus under the captions
         "Description of Securities", "Description of [Offered Securities]",
         "Plan of Distribution" and "Underwriting", and the statements in the
         Company's Annual Report on Form 10-K under "Item 3 -- Legal
         Proceedings", insofar as such statements constitute summaries of the
         documents and matters referred to therein, fairly present the
         information called for with respect to such documents and matters;

                  (vii) (1) each document filed pursuant to the Exchange Act
         (except as to financial statements or schedules included therein, and
         except as to the accuracy or validity of other numerical data included
         in the Registration Statement and the Prospectus, as to which such
         counsel need not express any conclusion) and incorporated by reference
         in the Prospectus complied when so filed as to form in all material
         respects with the Exchange Act and all applicable rules and regulations
         thereunder, and (2) the Registration Statement and the Prospectus
         (except as to financial statements or schedules included therein, and
         except as to the accuracy or validity of other numerical data included
         in the Registration Statement and the Prospectus, as to which such
         counsel need not express any conclusion) comply as to form in all
         material respects with the Securities Act and the applicable rules and
         regulations thereunder, and

                  (viii) nothing has come to the attention of such counsel to
         cause him or her to believe that (l) (except as to financial statements
         or schedules included therein, and except as to the accuracy or
         validity of other numerical data included in the Registration Statement
         and the Prospectus, as to which such counsel need not express any
         conclusion) each part of the Registration Statement (including the
         documents incorporated by reference therein) filed with the Commission
         pursuant to the Securities Act, when such part became effective,
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; or (2) (except as to financial
         statements or schedules included therein, and except as to the accuracy
         or validity of other numerical data included in the Registration
         Statement and the Prospectus, as to which such counsel need not express
         any conclusion) the Registration Statement and the Prospectus, as of
         the date of this opinion, contain any untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

                  With respect to the matters set forth in (viii) above, such
counsel may state that the opinion is based upon his participation in the
preparation of the Registration Statement and the Prospectus and upon review and
discussion of the contents thereof, but, except for the statements in the
Prospectus referred to in (vi) above and in "Item 3 -- Legal Proceedings" of
BellSouth's latest Annual Report on Form 10-K incorporated by reference into the
Prospectus, is without independent check or verification except as specified.
Insofar as the above opinions relate to matters governed by the laws of the
State of New York, the opinion of said counsel may rely on opinion of counsel
satisfactory to such counsel.


                                    Page 13


                                                                       EXHIBIT B

         The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to
be delivered pursuant to Article V, paragraph (c) of the document dated August
1, 2001 and entitled BellSouth Corporation Underwriting Agreement Standard
Provisions (Debt) shall be to the effect that:

                  (i) the Indenture has been duly authorized, executed and
         delivered by the Company and is a valid and binding agreement of the
         Company enforceable against it in accordance with its terms, except as
         the enforceability thereof may be limited by bankruptcy, insolvency,
         reorganization or other similar laws of general application, and except
         that the enforceability of the obligations of the Company is subject to
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding of equity or at law); the Indenture has
         been duly qualified under the Trust Indenture Act of 1939, as amended;

                  (ii) the Offered Securities have been duly authorized and,
         when executed by the Company and authenticated by the Trustee in
         accordance with the provisions of the Indenture and delivered to and
         paid for by the Underwriters in accordance with the terms of the
         Underwriting Agreement or by the institutional investors, if any,
         pursuant to Delayed Delivery Contracts, will be valid and binding
         obligations of the Company enforceable against it in accordance with
         their terms, except as the enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization or other similar laws of general
         application, and except that the enforceability of the obligations of
         the Company is subject to general principles of equity (regardless of
         whether such enforceability is considered in a proceeding of equity or
         at law); the Offered Securities will be entitled to the benefits of the
         Indenture;

                  (iii) the Underwriting Agreement has been duly authorized,
         executed and delivered by the Company and is a valid and binding
         agreement of the Company except as rights to indemnity and contribution
         thereunder may be limited under applicable law;

                  (iv) the statements in the Prospectus under the captions
         "Description of Securities", "Description of [Offered Securities]",
         "Plan of Distribution" and "Underwriting", insofar as such statements
         constitute summaries of the documents referred to therein, fairly
         present the information called for with respect to such documents;

                  (v) the Registration Statement and the Prospectus, (except as
         to financial statements or schedules included therein, and except as to
         the accuracy or validity of other numerical data included in the
         Registration Statement and the Prospectus, as to which such counsel
         need not express any conclusion) comply as to form in all material
         respects with the Securities Act and the applicable rules and
         regulations thereunder; and

                  (vi) nothing has come to the attention of such counsel to
         cause such counsel to believe that (1) (except as to financial
         statements or schedules included therein, and except as to the accuracy
         or validity or other numerical data included in the Registration
         Statement and the Prospectus, as to which such counsel need not express
         any conclusion) any part of the Registration Statement (including the
         documents incorporated by reference therein) filed with the Commission
         pursuant to the Securities Act, when such part became effective,
         contained any untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading; or (2) (except as to financial
         statements or schedules included therein, and except as to the accuracy
         or validity of other numerical data included in the Registration
         Statement and the Prospectus, as to which such counsel need not express
         any conclusion) the Registration Statement and the Prospectus, as of


                                    Page 14


         the date of this opinion, contain any untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading.

         With respect to the matters set forth in (v) and (vi) above, such
counsel may state that the opinion is based upon such counsel's participation in
the preparation of the Registration Statement and the Prospectus and upon review
and discussion of the contents thereof, but, except for the statements in the
Prospectus referred to in (iv) above, is without independent check or
verification except as specified.

Insofar as the above opinions relate to matters governed by the laws of the
State of Georgia, the opinion of said counsel may rely on opinion of counsel
satisfactory to such counsel.


                                    Page 15

EX-4.(A)

                                 [Form of Note]

                                     [Face]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

No.                                                                           $
CUSIP No. 079860AC6
ISIN No. US079860AC66
Common Code No. 013806551

                                          BELLSOUTH CORPORATION
                                $1,000,000,000 5% Notes due 2006

         BellSouth Corporation, a Georgia corporation (herein referred to as the
"COMPANY"), for value received, hereby promises to pay to  , or registered
assigns, the principal sum of   ($ ) Dollars on October 15, 2006, at the office
or agency of the Company in The City of New York, New York, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April
15, 2002, on said principal sum at the rate per annum specified in the title of
this Note, at said office or agency, in like coin or currency, from the most
recent Interest Payment Date to which interest on the Notes has been paid
preceding the date hereof (unless the date hereof is an Interest Payment Date to
which interest has been paid, in which case from the date hereof, or unless the
date hereof is prior to the first payment of interest, in which case from
October 25, 2001) until payment of said principal sum has been made or duly
provided for. The interest so payable on any Interest Payment Date, and
punctually paid or duly provided for, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or any predecessor Note) shall be registered at the close of business on the
April 1 prior to such April 15 or the October 1 prior to such October 15 (each
such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular
Record Date shall not be a business day (which shall be any day other than a
"Legal Holiday" as defined in said Indenture), in which event the business day
next preceding. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than 15 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         So long as this Note is registered in the name of Cede & Co., payments
of interest hereon shall be made in immediately available funds; otherwise,
payments of interest may be made at the option of the Company by check or draft
mailed to the address of the person entitled thereto at such address as shall
appear on the Note register.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth in this place.




         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to
be signed by its President or one of its Vice Presidents and by its Treasurer,
an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of
his signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.

         Dated

                                                 BELLSOUTH CORPORATION

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:

                                                 By:
                                                     ---------------------------
                                                     Name:
                                                     Title:
         [Seal]


                                        2



                     [Form of Certificate of Authentication]

         This is one of the Notes described in the within-mentioned Indenture.


                                             SUNTRUST BANK, as Trustee



                                             By:
                                                 -------------------------------
                                                 Authorized Signatory:


                                       3


                                 [Form of Note]

                                    [Reverse]

                              BELLSOUTH CORPORATION

         This Note is one of a duly authorized series of Notes of the Company,
designated as set forth on the face hereof (including the Additional Notes
referred to below, herein referred to as the "NOTES"), initially limited to the
aggregate principal amount of $1,000,000,000, all issued or to be issued under
and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly
executed and delivered by the Company to SunTrust Bank, as trustee (herein
referred to as the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning
the registered holders or registered holder) of the Notes and the terms upon
which the Notes are to be authenticated and delivered.

         The Company may issue additional notes (the "ADDITIONAL NOTES") under
the Indenture having the same terms in all respects as the Notes (or in all
respects except for the payment of interest on the Notes (i) scheduled and paid
prior to the date of issuance of such Additional Notes or (ii) payable on the
first Interest Payment Date following such date of issuance). Such Additional
Notes shall be treated as part of the same series as the Notes for all purposes
under the Indenture and shall vote together with the Notes as part of the same
class.

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the outstanding
Notes, on behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also provides that the
Holders of not less than a majority in principal amount of the outstanding Notes
may waive certain past defaults and their consequences on behalf of the Holders
of all Notes. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

         The Indenture contains provisions setting forth certain conditions in
the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. At the office or agency of the Company designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged without a service charge for a like aggregate
principal amount of Notes of other authorized denominations having the same
maturity, interest rate, redemption provisions and original issue date.

         The Notes may be redeemed in whole at any time or in part from time to
time, at the election of the Company, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed,


                                       4


or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined below) plus 15 basis
points, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to the redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated as of the second Business Day preceding the redemption date.

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life of such Notes.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if, after seeking at least five Reference Treasury Dealer
Quotations and excluding the highest and lowest Reference Treasury Dealer
Quotations, the Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such dealer another Primary Treasury Dealer and (2)
three other nationally recognized Primary Treasury Dealers selected by the
Company.

         "The Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.

         On or after the redemption date, interest will cease to accrue on the
Notes or any portion thereof called for redemption (unless the Company defaults
in the payment of the redemption price and accrued interest). On or before any
redemption date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price and accrued interest on the Notes
to be redeemed on such date.

         Notice of redemption will be given to the Holders of these Notes not
more than 60 nor fewer than 30 days prior to the date fixed for redemption.

         If fewer than all of the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof for redemption from the
outstanding Notes not previously called, pro rata or by lot or in such other
manner as the Company shall direct.


                                       5


         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company designated for such purpose, a new Note or Notes
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in, and subject to the
limitations in, the Indenture. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

         The Company, the Trustee, any paying agent and any Note registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Note registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.


                                       6

EX-4.(B)

                                 [Form of Note]

                                     [Face]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

No.                                                                          $
CUSIP No. 079860AB8
ISIN No. US079860AB83
Common Code No. 013803714

                              BELLSOUTH CORPORATION
                        $1,000,000,000 6% Notes due 2011

         BellSouth Corporation, a Georgia corporation (herein referred to as the
"COMPANY"), for value received, hereby promises to pay to , or registered
assigns, the principal sum of    ($  ) Dollars on October 15, 2011, at the
office or agency of the Company in The City of New York, New York, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April
15, 2002, on said principal sum at the rate per annum specified in the title of
this Note, at said office or agency, in like coin or currency, from the most
recent Interest Payment Date to which interest on the Notes has been paid
preceding the date hereof (unless the date hereof is an Interest Payment Date to
which interest has been paid, in which case from the date hereof, or unless the
date hereof is prior to the first payment of interest, in which case from
October 25, 2001) until payment of said principal sum has been made or duly
provided for. The interest so payable on any Interest Payment Date, and
punctually paid or duly provided for, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or any predecessor Note) shall be registered at the close of business on the
April 1 prior to such April 15 or the October 1 prior to such October 15 (each
such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular
Record Date shall not be a business day (which shall be any day other than a
"Legal Holiday" as defined in said Indenture), in which event the business day
next preceding. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than 15 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         So long as this Note is registered in the name of Cede & Co., payments
of interest hereon shall be made in immediately available funds; otherwise,
payments of interest may be made at the option of the Company by check or draft
mailed to the address of the person entitled thereto at such address as shall
appear on the Note register.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth in this place.




         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to
be signed by its President or one of its Vice Presidents and by its Treasurer,
an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of
his signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.

         Dated

                                             BELLSOUTH CORPORATION


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:
[Seal]


                                        2


                     [Form of Certificate of Authentication]

         This is one of the Notes described in the within-mentioned Indenture.


                                             SUNTRUST BANK, as Trustee


                                             By:
                                                --------------------------------
                                                Authorized Signatory:


                                        3


                                 [Form of Note]

                                    [Reverse]

                              BELLSOUTH CORPORATION

         This Note is one of a duly authorized series of Notes of the Company,
designated as set forth on the face hereof (including the Additional Notes
referred to below, herein referred to as the "NOTES"), initially limited to the
aggregate principal amount of $1,000,000,000, all issued or to be issued under
and pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly
executed and delivered by the Company to SunTrust Bank, as trustee (herein
referred to as the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning
the registered holders or registered holder) of the Notes and the terms upon
which the Notes are to be authenticated and delivered.

         The Company may issue additional notes (the "ADDITIONAL NOTES") under
the Indenture having the same terms in all respects as the Notes (or in all
respects except for the payment of interest on the Notes (i) scheduled and paid
prior to the date of issuance of such Additional Notes or (ii) payable on the
first Interest Payment Date following such date of issuance). Such Additional
Notes shall be treated as part of the same series as the Notes for all purposes
under the Indenture and shall vote together with the Notes as part of the same
class.

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the outstanding
Notes, on behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also provides that the
Holders of not less than a majority in principal amount of the outstanding Notes
may waive certain past defaults and their consequences on behalf of the Holders
of all Notes. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

         The Indenture contains provisions setting forth certain conditions in
the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. At the office or agency of the Company designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged without a service charge for a like aggregate
principal amount of Notes of other authorized denominations having the same
maturity, interest rate, redemption provisions and original issue date.

         The Notes may be redeemed in whole at any time or in part from time to
time, at the election of the Company, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed,


                                        4


or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined below) plus 20 basis
points, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to the redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated as of the second Business Day preceding the redemption date.

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life of such Notes.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if, after seeking at least five Reference Treasury Dealer
Quotations and excluding the highest and lowest Reference Treasury Dealer
Quotations, the Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such dealer another Primary Treasury Dealer and (2)
three other nationally recognized Primary Treasury Dealers selected by the
Company.

         "The Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.

         On or after the redemption date, interest will cease to accrue on the
Notes or any portion thereof called for redemption (unless the Company defaults
in the payment of the redemption price and accrued interest). On or before any
redemption date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price and accrued interest on the Notes
to be redeemed on such date.

         Notice of redemption will be given to the Holders of these Notes not
more than 60 nor fewer than 30 days prior to the date fixed for redemption.

         If fewer than all of the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof for redemption from the
outstanding Notes not previously called, pro rata or by lot or in such other
manner as the Company shall direct.


                                        5


         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company designated for such purpose, a new Note or Notes
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in, and subject to the
limitations in, the Indenture. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

         The Company, the Trustee, any paying agent and any Note registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Note registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.


                                        6

EX-4.(C)

                                 [Form of Note]

                                     [Face]

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as is
requested by an authorized representative of The Depository Trust Company (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.

No.                                                                          $
CUSIP No. 079860AD4
ISIN No. US079860AD40
Common Code No. 013806594

                              BELLSOUTH CORPORATION

                       $750,000,000 6.875% Notes due 2031

         BellSouth Corporation, a Georgia corporation (herein referred to as the
"COMPANY"), for value received, hereby promises to pay to , or registered
assigns, the principal sum of    ($  ) Dollars on October 15, 2031, at the
office or agency of the Company in The City of New York, New York, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
on April 15 and October 15 (each, an "INTEREST PAYMENT DATE"), commencing April
15, 2002, on said principal sum at the rate per annum specified in the title of
this Note, at said office or agency, in like coin or currency, from the most
recent Interest Payment Date to which interest on the Notes has been paid
preceding the date hereof (unless the date hereof is an Interest Payment Date to
which interest has been paid, in which case from the date hereof, or unless the
date hereof is prior to the first payment of interest, in which case from
October 25, 2001) until payment of said principal sum has been made or duly
provided for. The interest so payable on any Interest Payment Date, and
punctually paid or duly provided for, will, as provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
(or any predecessor Note) shall be registered at the close of business on the
April 1 prior to such April 15 or the October 1 prior to such October 15 (each
such date, a "REGULAR RECORD DATE"), as the case may be, unless such Regular
Record Date shall not be a business day (which shall be any day other than a
"Legal Holiday" as defined in said Indenture), in which event the business day
next preceding. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on a special record
date (a "SPECIAL RECORD DATE") for the payment of such Defaulted Interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Notes of this
series not less than 15 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         So long as this Note is registered in the name of Cede & Co., payments
of interest hereon shall be made in immediately available funds; otherwise,
payments of interest may be made at the option of the Company by check or draft
mailed to the address of the person entitled thereto at such address as shall
appear on the Note register.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth in this place.




         This Note shall not be valid or become obligatory for any purpose until
the appropriate certificate of authentication hereon shall have been executed by
or on behalf of the Trustee under the Indenture referred to on the reverse
hereof.

         IN WITNESS WHEREOF, BellSouth Corporation has caused this Instrument to
be signed by its President or one of its Vice Presidents and by its Treasurer,
an Assistant Treasurer, Secretary or Assistant Secretary, each by a facsimile of
his signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.

         Dated

                                             BELLSOUTH CORPORATION


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

         [Seal]


                                        2


                     [Form of Certificate of Authentication]

         This is one of the Notes described in the within-mentioned Indenture.

                                             SUNTRUST BANK, as Trustee


                                             By:
                                                --------------------------------
                                                Authorized Signatory:


                                        3


                                 [Form of Note]

                                    [Reverse]

                              BELLSOUTH CORPORATION

         This Note is one of a duly authorized series of Notes of the Company,
designated as set forth on the face hereof (including the Additional Notes
referred to below, herein referred to as the "NOTES"), initially limited to the
aggregate principal amount of $750,000,000, all issued or to be issued under and
pursuant to an indenture dated as of August 15, 2001 (the "INDENTURE"), duly
executed and delivered by the Company to SunTrust Bank, as trustee (herein
referred to as the "TRUSTEE"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders (the words "HOLDERS" or "HOLDER" meaning
the registered holders or registered holder) of the Notes and the terms upon
which the Notes are to be authenticated and delivered.

         The Company may issue additional notes (the "ADDITIONAL NOTES") under
the Indenture having the same terms in all respects as the Notes (or in all
respects except for the payment of interest on the Notes (i) scheduled and paid
prior to the date of issuance of such Additional Notes or (ii) payable on the
first Interest Payment Date following such date of issuance). Such Additional
Notes shall be treated as part of the same series as the Notes for all purposes
under the Indenture and shall vote together with the Notes as part of the same
class.

         In case an Event of Default, as defined in the Indenture, with respect
to the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration, shall become due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes at any time by the Company
and the Trustee with the consent of the Holders of a majority in principal
amount of the Notes. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the outstanding
Notes, on behalf of the Holders of all Notes, to waive compliance by the Company
with certain provisions of the Indenture. The Indenture also provides that the
Holders of not less than a majority in principal amount of the outstanding Notes
may waive certain past defaults and their consequences on behalf of the Holders
of all Notes. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

         The Indenture contains provisions setting forth certain conditions in
the institution of proceedings by Holders of Notes with respect to the Indenture
or for any remedy under the Indenture.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate and in the coin or currency
herein prescribed.

         The Notes are issuable as registered Notes without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. At the office or agency of the Company designated for such
purpose and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged without a service charge for a like aggregate
principal amount of Notes of other authorized denominations having the same
maturity, interest rate, redemption provisions and original issue date.

         The Notes may be redeemed in whole at any time or in part from time to
time, at the election of the Company, at a redemption price equal to the greater
of (i) 100% of the principal amount of the Notes to be redeemed,


                                        4


or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined below) plus 25 basis
points, plus, in each case, accrued and unpaid interest on the principal amount
being redeemed to the redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield-to-maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. The Treasury Rate will be
calculated as of the second Business Day preceding the redemption date.

         "Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open for
business in New York, New York.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Remaining Life of such Notes.

         "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.

         "Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if, after seeking at least five Reference Treasury Dealer
Quotations and excluding the highest and lowest Reference Treasury Dealer
Quotations, the Independent Investment Banker obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "Reference Treasury Dealer" means (1) each of Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute for such dealer another Primary Treasury Dealer and (2)
three other nationally recognized Primary Treasury Dealers selected by the
Company.

         "The Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee at 5:00 p.m., New York City time, on the third Business
Day preceding such redemption date.

         On or after the redemption date, interest will cease to accrue on the
Notes or any portion thereof called for redemption (unless the Company defaults
in the payment of the redemption price and accrued interest). On or before any
redemption date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the redemption price and accrued interest on the Notes
to be redeemed on such date.

         Notice of redemption will be given to the Holders of these Notes not
more than 60 nor fewer than 30 days prior to the date fixed for redemption.

         If fewer than all of the Notes are to be redeemed, the Trustee will
select the particular Notes or portions thereof for redemption from the
outstanding Notes not previously called, pro rata or by lot or in such other
manner as the Company shall direct.


                                        5


         In the event of redemption of this Note in part only, a new Note or
Notes of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         Upon due presentment for registration of transfer of this Note at the
office or agency of the Company designated for such purpose, a new Note or Notes
of this series, of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in, and subject to the
limitations in, the Indenture. No service charge shall be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto.

         The Company, the Trustee, any paying agent and any Note registrar may
deem and treat the Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon) for the purpose of receiving payment of or on account of
the principal hereof and, subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Company nor the Trustee nor
any paying agent nor any Note registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, shareholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         This Note shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of said State.


                                        6

EX-12

                                                                      EXHIBIT 12

                              BELLSOUTH CORPORATION
                    COMPUTATION OF EARNINGS TO FIXED CHARGES
                              (DOLLARS IN MILLIONS)



                                            Nine Months Ended
                                              September 30,                        Year Ended December 31,
                                            2001        2000        2000        1999        1998        1997        1996
                                          --------    --------    --------    --------    --------    --------    --------
                                                                                             
1. Earnings

   (a) Income from continuing
operations before deductions for taxes
and interest                              $  3,866    $  5,820    $  7,926    $  6,518    $  6,588    $  6,182    $  5,329

   (b) Portion of rental expense
representative of interest factor               47          83         105          99          81          91          90

   (c) Equity in losses from less-than-
50% owned investments (accounted
for under the equity method of
accounting)                                    212          88         142         396          97          78          68

   (d) Excess of earnings over
distributions of less-than-50%-owned
investments (accounted for under the
equity method of accounting)                  (244)       (129)       (707)        (87)        (46)        (85)        (53)
                                          --------    --------    --------    --------    --------    --------    --------
         TOTAL                            $  3,881    $  5,862    $  7,466    $  6,926    $  6,720    $  6,266    $  5,434
                                          ========    ========    ========    ========    ========    ========    ========

2. Fixed Charges

   (a) Interest                           $  1,020    $  1,009    $  1,361    $  1,059    $    867    $    783    $    739

   (b) Portion of rental expense
representative of interest factor               47          83         105          99          81          91          90
                                          --------    --------    --------    --------    --------    --------    --------

         TOTAL                            $  1,067    $  1,092    $  1,466    $  1,158    $    948    $    874    $    829
                                          ========    ========    ========    ========    ========    ========    ========

   Ratio (1 divided by 2)                     3.64        5.37        5.09        5.98        7.09        7.17        6.55
                                          ========    ========    ========    ========    ========    ========    ========