EX-10.HH.1 7 g74113ex10-hh_1.txt RETENTION AGREEMENT FOR RONALD M. DYKES EXHIBIT 10HH-1 AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 2001, by and between BellSouth Corporation, a Georgia corporation ("Company"), and Ronald M. Dykes ("Executive"): REASONS FOR THIS AGREEMENT. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent, the potential impact on Company's executives of the transformational changes occurring within our industry and company, and the need to ensure continuity of Company's senior executive team, Company desires to provide Executive through this Agreement with certain incentives to remain in Company's employment. This Agreement is also designed to impose certain reasonable restrictions on Executive's activities designed to protect Company's interests should Executive's employment terminate. Executive has been employed by Company and its Affiliated Companies since 1971 and, during his tenure, has served in a variety of senior capacities. Executive assumed his current position as Chief Financial Officer in 1995. Executive is responsible for all financial matters and investor relations for Company and all Affiliated Companies and reports to Company's Chairman. Executive acknowledges that Company and Affiliated Companies have disclosed or made available Confidential Information to Executive which could be used by Executive to Company's or Affiliated Companies' detriment. In addition, in connection with his employment, Executive has developed important relationships and contacts with employees valuable to Company and Affiliated Companies. Executive further acknowledges that the covenant not to compete and other restrictive covenants in this Agreement are fair and reasonable, that enforcement of the provisions of this Agreement will not cause him undue hardship, and that the provisions of this Agreement are reasonably necessary and commensurate with the need to protect Company and Affiliated Companies and their business interests and property from irreparable harm. Executive and Company have previously entered into an agreement dated October 26, 2000 (the "Prior Agreement"). Executive and Company now desire to replace the Prior Agreement with this Agreement (except to the extent expressly provided in Section 1 of this Agreement). AGREEMENT. In consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company agree as follows: 1. PRIOR AGREEMENT. Executive and Company agree and acknowledge that, upon execution of this Agreement, this Agreement supercedes the Prior Agreement in all respects, except for the terms of Section 1 of the Prior Agreement (regarding a grant to Executive of Restricted Shares, which Restated Shares Award is amended, however, in part in Section 3 of this Agreement). 2. TERMINATION BEFORE 2004. In the event Executive's employment is terminated on or before December 31, 2003, under circumstances described below in this Section 2, Company shall pay to Executive a termination allowance. The termination allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's termination of employment, plus (ii) two hundred percent (200%) of the standard award amount applicable to Executive under the BellSouth Short Term Incentive Award Plan ("STIAP") for the year in which his date of termination occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the termination allowance shall be made as soon as practicable following Executive's termination of employment under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. For purposes of this Agreement, "Base Salary" shall refer to the gross annual base salary payable to Executive including (i) the amounts of any before-tax contributions made by Executive from such salary to the BellSouth Retirement Savings Plan, or any other tax-qualified cash or deferred arrangement sponsored by Company, and (ii) the amount of any other deferrals of such salary under any nonqualified deferred compensation plan(s) maintained by Company. Executive's employment shall be deemed to have been terminated under circumstances described in this Section 2 only if all of the following conditions are satisfied: (A) Executive's employment is terminated either (1) by Company, other than for Cause, or (2) by Executive for Good Reason; and (B) Executive executes a release satisfying the terms of Section 5(b) of this Agreement; and (C) Executive executes an agreement regarding competition with Company and Affiliated Companies satisfying the terms of Section 8(b) of this Agreement; and (D) Executive is not transferred to or reemployed by an Affiliated Company. 3. RESTRICTED SHARES AWARD. If Executive remains actively employed by Company or an Affiliated Company (or a successor to any such entity) through December 31, 2003, the Restricted Shares Award described in Section 1 of the Prior Agreement shall be 100% vested on December 31, 2003, notwithstanding the vesting scheduled described in the Restricted Shares Award Agreement (described in the Prior Agreement). -2- 4. SPECIAL RETIREMENT BENEFITS. If Executive retires between January 1, 2004 and June 30, 2004, on a date selected by Company, Executive shall be entitled to the special retirement benefits described in this Section 4. (a) SERP BENEFIT. Upon retirement as described above in this Section 4, Executive shall be entitled to benefits under SERP equal to the greater of: (i) an aggregate annual benefit based on (A) sixty percent (60%) of "Included Earnings" (as such term is defined in SERP), instead of the formula described in section 4.4(a)(i)(A) of SERP, and (B) no early retirement discount, instead of the otherwise applicable early retirement discount described in section 4.4(c) of SERP; and (ii) the benefits provided to Executive under SERP without regard to this Section 4(a). Except as otherwise provided in this Section 4(a), all other terms and conditions of SERP shall govern Executive's entitlement to benefits thereunder. In the event SERP shall be amended or restated or redesigned, benefits payable with respect to Executive under such amended, restated or redesigned plan shall include a benefit enhancement designed to approximate as nearly as reasonably possible the SERP benefit enhancement described in this Section 4(a). (b) RETIREMENT ALLOWANCE. Upon retirement as described above in this Section 4, and satisfaction of the conditions described in this Section 4(b), Company shall pay to Executive a retirement allowance. The retirement allowance shall be an amount equal to the sum of (i) two hundred percent (200%) of Executive's Base Salary in effect on the date of Executive's retirement, plus (ii) one hundred percent (100%) of the standard award amount applicable to Executive under STIAP for the year in which his retirement occurs, less all applicable withholdings, payable in a single lump sum payment. Payment of the retirement allowance shall be made as soon as practicable following Executive's retirement under circumstances entitling him to such payment, and satisfaction of all conditions described in this Agreement on Executive's entitlement to such payment. Executive shall be entitled to the retirement allowance described in this Section 4(b) if all of the following conditions are satisfied: (A) Executive executes a release satisfying the terms of Section 5(b) of this Agreement; and (B) Executive executes an agreement regarding competition with Company and Affiliated Companies satisfying the terms of Section 8(b) of this Agreement; and -3- (C) Executive is not transferred to or reemployed by an Affiliated Company. 5. DISCHARGE AND WAIVER. (a) Executive fully releases and forever discharges Company and Affiliated Companies, and any employee, officer, director, representative, agent, successor or assign of Company and Affiliated Companies (both in their personal and official capacities), and all persons acting by, through and under or in concert with any of them, from any and all claims, demands, causes of action, remedies, obligations, costs and expenses of whatever nature, whether under the common law, state law, federal law (including but not limited to the Age Discrimination in Employment Act of 1967) or otherwise, through the date of this Agreement, including those arising from or in connection with the terms and conditions of employment with Company (and Affiliated Companies). This paragraph is not intended to and shall not affect benefits to which Executive may be entitled under any pension, savings, health, welfare, or other benefit plan in which Executive is a participant. (b) Furthermore, Company's obligations under this Agreement upon termination of Executive's employment, and Executive's entitlement to any such benefits, are expressly conditioned upon execution by Executive, upon termination of his employment, of a release agreement substantially in the form of the release agreement attached to this Agreement as Exhibit "A," which is incorporated herein by this reference. 6. COVENANT NOT TO SUE. Executive covenants and agrees not to make or file any claim, demand or cause of action or seek any remedy of whatever nature, whether under the common law, state law, federal law or otherwise, arising from or in connection with the matters discharged and waived in Section 5, above. Notwithstanding the foregoing, in the event Executive files a charge or lawsuit under the Age Discrimination in Employment Act of 1967 ("ADEA") and thereby challenges the validity of the release described in Section 5, such charge or lawsuit will not be considered a breach of this Section 6. 7. CONFIDENTIAL INFORMATION. Executive agrees to protect Confidential Information. Executive will not use, except in connection with work for Company or Affiliated Companies, threaten to use, disclose or threaten to disclose, give or threaten to give to others any Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information, whether generated internally or externally, relating to Company's business or to Affiliated Companies' businesses which derives economic value, actual or potential, from not being generally known to other Persons and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality, including, but not limited to, studies and analyses, technical or nontechnical data, programs, patterns, compilations, devices, methods, models (including cost and/or pricing models and operating models), techniques, drawings, processes, employee compensation data, and financial data (including marketing information and strategies and personnel data). For purposes of this Agreement, Confidential Information does not include information which is not a trade secret three (3) years after termination of Executive's -4- employment with Company, but shall continue to include trade secrets as long as information remains a trade secret under applicable law. 8. LIMITATION ON COMPETITION. (a) In consideration of the payments and other rights and benefits that are being provided to Executive under this Agreement, while employed by Company or an Affiliated Company, and during the period of eighteen (18) months after the termination of such employment, Executive agrees not to provide services (as more fully described in the third paragraph of this Section 8) in competition with Company or any Affiliated Company to any person or entity which provides products or services identical to or substantially similar to products and services provided by Company or Affiliated Companies in the same business market(s), whether as an employee, consultant, independent contractor, advisor or director, within the Territory. For purposes of this Agreement, the term "Territory" shall mean the territory in which Executive provides services to Company and Affiliated Companies, consisting of those portions of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee, and those additional markets listed on Exhibit "B" attached hereto and incorporated herein by this reference, in which Company or Affiliated Companies are engaged in business as of the date of this Agreement. Executive agrees that because of the widespread nature of Company's business, breach of this Agreement by engaging in competitive activity anywhere in this broad Territory would irreparably injure Company or Affiliated Companies and that, therefore, a more limited geographic restriction is neither feasible nor appropriate. The services which Executive has provided to Company and Affiliated Companies, and which Executive shall be prohibited from providing in competition with Company or Affiliated Companies in accordance with the terms of this Agreement shall be financial management, planning, administration, strategic planning, and advisory services with respect to the communications services business, including without limitation all forms of wireline (including without limitation local exchange, exchange access and intraLATA toll) telecommunications services, systems and products, all forms of wireless (including without limitation cellular, personal communications service, and mobile data) communications services, systems and products, all forms of electronic commerce or communications including internet and other web based applications, data transmission and networking, entertainment services, systems and products, paging services, systems and products, and advertising and publishing, to the extent engaged in by Company and Affiliated Companies on the date of this Agreement. Executive represents to Company that Executive's education, training and experience are such that this covenant not to compete will not jeopardize or significantly interfere with Executive's ability to secure other gainful employment. (b) After Executive's termination of employment, Company's obligation to provide any of the benefits, entitlements or payments described in this Agreement or in the Restricted Shares Award Agreement are expressly conditioned upon execution by Executive of an -5- agreement, in form and substance reasonably acceptable to Company, and reflecting terms substantially identical to the terms of Section 8(a) of this Agreement updated, however, to reflect, as of the date of Executive's termination of employment, (i) the products and services provided by Company and Affiliated Companies, (ii) the territory in which such products and services are provided by Company and Affiliated Companies, and (iii) the nature of the services provided, and activities engaged in, by Executive, on behalf of Company and Affiliated Companies. Upon execution of such agreement, the provisions of Section 8(a) of this Agreement shall thereafter be void. (c) In the event that Executive either (i) fails or refuses to execute an agreement satisfying the terms of Section 8(b) of this Agreement following his termination of employment, or (ii) fails to comply with the terms of Section 8(a), the agreement described in Section 8(b), or Section 9 of this Agreement, then, in addition to all other rights and remedies available to Company and Affiliated Companies under this Agreement or at law or in equity: (A) all amounts otherwise payable by Company or an Affiliated Company to (or on behalf of) Executive pursuant to the terms of this Agreement for periods subsequent to the date of termination of employment, with regard to clause (i) above, or the date of such failure, with regard to clause (ii) above, as the case may be, shall be forfeited and Company and Affiliated Companies shall cease to be under any further obligation to Executive with respect to the compensation and benefits described in this Agreement; (B) Executive shall refund to Company promptly any and all amounts previously paid to or on behalf of Executive pursuant to the terms of this Agreement for periods subsequent to the occurrence of any event described in clause (ii) above of this Section 8(c); and (C) Executive shall promptly return to Company all shares of Company's common stock delivered to Executive pursuant to the Restricted Shares Award plus, if any of such shares shall have been previously disposed of, a cash amount equal to the proceeds from such disposition (or the fair market value of such shares on the date of such disposition, if disposed of for less than fair market value). 9. LIMITATION ON SOLICITATION OF COMPANY PERSONNEL. In consideration of the payments and other rights and benefits that are being provided to Executive under this Agreement, during the period of eighteen (18) months after his termination of employment, Executive will not, directly or indirectly, induce or solicit any employee or other personnel, director, advisor or independent contractor of Company or any Affiliated Company to sever his or its relationship with Company or the Affiliated Company, or recruit or attempt to recruit such parties to enter into a similar relationship with another business; provided, however, that this -6- restriction shall apply only to parties with whom Executive had material contact within eighteen (18) months prior to the termination of such employment. However, Executive may hire or otherwise engage on behalf of himself or on behalf of any company or entity any party who terminated his or its relationship with the Company or an Affiliated Company without any inducement or attempted inducement or solicitation by Executive. 10. INTERPRETATION; SEVERABILITY OF INVALID PROVISIONS. Executive acknowledges and agrees that the limitations described in this Agreement, including specifically the limitations upon his activities, are reasonable in scope, are necessary for the protection of Company's and Affiliated Companies' business, and form an essential part of the consideration for which this Agreement has been entered into. It is the intention of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under applicable laws and public policies. Nonetheless, the rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The provisions of this Agreement do not in any way limit or abridge Company's or Affiliated Companies' rights under the laws of unfair competition, trade secret, copyright, patent, trademark or any other applicable law(s), all of which are in addition to and cumulative of Company's or Affiliated Companies' rights under this Agreement. Executive agrees that the existence of any claim by Executive against Company or any Affiliated Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by Company or any Affiliated Company of any or all of such provisions or covenants. 11. RELIEF. The parties acknowledge that a breach or threatened breach by Executive of any of the terms of this Agreement would result in material and irreparable damage and injury to Company or Affiliated Companies, and that it would be difficult or impossible to establish the full monetary value of such damage. Therefore, Company and Affiliated Companies shall be entitled to injunctive relief in the event of Executive's breach or threatened breach of any of the terms contained in this Agreement. In the event of any breach of this Agreement by Executive, if Company or any Affiliated Company should employ attorneys or incur other expenses for the enforcement of any obligation or agreement of Executive contained herein, Executive agrees that, on demand and to the extent permitted by law, Executive shall reimburse Company or the Affiliated Company for its reasonable attorneys' fees and such other reasonable expenses so incurred. 12. ARBITRATION. Except for the right to seek injunctive relief in a court of competent jurisdiction for a breach or threatened breach of this Agreement as provided in Section 11, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (collectively, a "Claim") shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Any such arbitration shall be conducted by one arbitrator, with experience in the matters covered by this Agreement, mutually acceptable to -7- the parties. If the parties are unable to agree on the arbitrator within thirty (30) days of one party giving the other party written notice of intent to arbitrate a Claim, the American Arbitration Association shall appoint an arbitrator with such qualifications to conduct such arbitration. The decision of the arbitrator in any such arbitration shall be conclusive and binding on the parties. Any such arbitration shall be conducted in Atlanta, Georgia. 13. AGREEMENT BINDING. This Agreement shall be binding upon and inure to the benefit of Company and Affiliated Companies, and their successors, assignees, and designees, and Executive and Executive's heirs, executors, administrators, personal representatives and assigns. 14. ENTIRE AGREEMENT; PREVIOUS AGREEMENT. This Agreement contains the entire agreement between the parties and no statements, promises or inducements made by any party hereto, or agent of either party, which are not contained in this Agreement shall be valid or binding; provided, however, that the matters dealt with herein supersede previous written agreements between the parties on the same subject matters only to the extent such previous provisions are inconsistent with this Agreement and other provisions in written agreements between the parties not inconsistent with this Agreement are not affected. This Agreement may not be enlarged, modified or altered except in writing signed by the parties. 15. NONWAIVER. The failure of Company or any Affiliated Companies to insist upon strict performance of the terms of this Agreement, or to exercise any option herein, shall not be construed as a waiver or a relinquishment for the future of such term or option, but rather the same shall continue in full force and effect. 16. NOTICES. All notices, requests, demands and other communications required or permitted by this Agreement or by any statute relating to this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first-class, certified mail, postage prepaid, addressed as follows: To Company: Charles R. Morgan Executive Vice President and General Counsel BellSouth Corporation 2002 Campanile 1155 Peachtree Street, N.E. Atlanta, GA 30309 -8- To Executive: Ronald M. Dykes 110 Green Fall Pointe Atlanta, GA 30350 (or such other address as shall be provided by Executive to Company from time to time) 17. POOLING OF INTERESTS ACCOUNTING TREATMENT. Notwithstanding anything to the contrary in this Agreement, if the application of any provision(s) of this Agreement would preclude the use of pooling of interests accounting treatment with respect to a transaction for which such treatment otherwise is available and to be adopted by Company, this Agreement shall be modified as it applies to such transaction, to the minimum extent necessary to prevent such impact, including if necessary the invalidation of such provisions (or the entire Agreement, as the case may be). If the pooling of interests accounting rules require modification or invalidation of one or more provisions of this Agreement as it applies to such transaction, the adverse impact on the Executive shall, to the extent reasonably possible, be proportionate to the adverse impact on other similarly situated employees of Company. The Board of Directors of Company shall, in its sole and absolute discretion, make all determinations necessary under this Section; provided, that determinations regarding the application of the pooling of interests accounting rules for these purposes shall be made by Company, with the concurrence of Company's independent auditors at the time such determination is to be made. 18. NONDUPLICATION. Notwithstanding any other provisions of this Agreement, if Executive becomes entitled to benefits under Article III of the CIC Agreement, the severance benefits described in Article III(a) of the CIC Agreement shall be in lieu of any termination allowance to which Executive is otherwise entitled under Section 2 of this Agreement or any retirement allowance to which Executive is otherwise entitled under Section 4(b) of this Agreement. Except as otherwise specifically provided in this Section 18, both this Agreement and the CIC Agreement shall continue in full force and effect, and Article X(e) of the CIC Agreement shall be interpreted consistently herewith. 19. NONDISCLOSURE. Executive shall not disclose the existence or terms of this Agreement to any third party (excluding Executive's spouse and children), except to receive advice of legal counsel, financial advisors or tax advisors (who shall also be required to maintain its confidentiality) or to comply with any statutory or common law duty; provided that these restrictions on disclosure shall not apply to the extent that the existence of this Agreement are disclosed by Company or any Affiliated Company as part of its periodic public filings and disclosures or otherwise. 20. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. -9- 21. GOVERNING LAW. This Agreement shall be construed under and governed by the laws of the State of Georgia. Executive has been advised to consult with an attorney, acknowledges having had ample opportunity to do so and fully understands the binding effect of this Agreement. In this regard, Executive acknowledges that a copy of this Agreement was provided to Executive for review and consideration for up to twenty-two (22) days. Further, Executive understands that this Agreement may be revoked by Executive within seven (7) days from the date of execution of this Agreement. 22. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning specified below: (A) "AFFILIATED COMPANIES" - shall mean Company and each entity in respect of which Company owns directly or indirectly (i) with respect to a corporation, stock that represents at least ten (10%) percent of the total combined voting power of all classes of stock in the corporation in connection with the election of directors of such corporation, or (ii) in the case of a joint venture, partnership, limited liability company or similar entity, and interest of at least ten (10%) percent in the capital or profits of such entity. (B) "BASE SALARY" - shall have the meaning ascribed to such term in Section 2 of this Agreement. (C) "CAUSE" - shall mean Executive's (i) engaging in an act (or acts) of willful dishonesty involving Company or Affiliated Companies or their business(es) that is demonstrably injurious to Company or Affiliated Companies; (ii) refusal or failure to follow reasonable instructions of Company's Chief Executive Officer or Board of Directors; or (iii) conviction of a crime classified as a felony. (D) "CIC AGREEMENT" - the Executive Severance Agreement entered into by and between Executive and Company on October 17, 1996, providing certain benefits in the event of a change in corporate control of Company, as amended from time to time. (E) "CONFIDENTIAL INFORMATION" - shall have the meaning ascribed to such term in Section 7 of this Agreement. (F) "GOOD REASON" - shall mean, without Executive's express written consent a reduction in Executive's Base Salary, or his compensation band, as in effect immediately prior to such reduction, or the failure to pay a bonus award to which Executive is otherwise entitled under any of the short term or long term incentive plans in which Executive participates (or any successor incentive compensation plans) at the time such awards are usually paid. (G) "PERSON" - shall mean any individual, corporation, bank, partnership, joint venture, association, joint stock company, trust, unincorporated organization, governmental or other legal or business entity. -10- (H) "RESTRICTED SHARES AWARD" AND "RESTRICTED SHARES AWARD AGREEMENT" - shall have the meanings ascribed to such terms in the Prior Agreement. (I) "SERP" - the BellSouth Corporation Supplemental Executive Retirement Plan, as amended from time to time. (J) "TERRITORY" - shall have the meaning ascribed to such term in Section 8 of this Agreement. IN WITNESS WHEREOF, Company has caused this Agreement to be executed by its duly authorized representative, and Executive has executed this Agreement, as of the date written above. EXECUTIVE: BELLSOUTH CORPORATION: /s/ Ronald M. Dykes ----------------------------------- By: /s/ Richard D. Sibbernsen RONALD M. DYKES ----------------------------------- Title: Vice-President Human Resources -------------------------------- -11- EXHIBIT "A" RELEASE AGREEMENT For and in consideration of the mutual promises contained in the Transition Agreement entered into on the __ day of __________, 20___, between Ronald M. Dykes ("Executive") and BellSouth Corporation ("Company"), Executive does hereby, for himself, his heirs, executors, administrators, and assigns, release and forever discharge Company, its subsidiary, affiliated and associated companies, and any employee, officer, director, representative, agent, successor or assign of any such entity, and all persons acting by, through and under or in concert with any of them (both in their personal and official capacities), from any and all claims, demands, actions, causes of action, remedies, suits, obligations, damages, losses, costs and expenses, of whatever kind or nature, whether under common law, state law, federal law or otherwise, including without limitation the Age Discrimination in Employment Act of 1967, as amended, through the date of this Release Agreement, including without limitation those arising from or in connection with the terms and conditions of Executive's employment with Company and any subsidiary, affiliated and associated companies, or the termination of Executive's employment. This Release is not intended to affect benefits to which Executive may be entitled under any pension, savings, health, welfare or other benefit plan in which Executive is a participant. Executive covenants and agrees not to make or file any claim, demand or cause of action or seek any remedy of whatever nature, whether under common law, state law, federal law or otherwise arising from or in connection with the matters discharged and waived above. Notwithstanding the foregoing, in the event Executive files a charge or lawsuit under the Age Discrimination in Employment Act of 1967 ("ADEA") and thereby challenges the validity of the release described herein, such charge or lawsuit will not be considered a breach of this provision. Executive has been advised to consult with an attorney, acknowledges having had ample opportunity to do so, and fully understands the binding effect of this Release Agreement. Executive acknowledges that a copy of this Release Agreement was provided to him on __________, 2001, for review and consideration for up to twenty-two (22) days. Executive understands that this Release may be revoked by him within seven (7) days from the date of execution of this Release Agreement. Executive agrees that this Agreement shall be construed under and governed by the laws of the State of Georgia. Executive now states that the only consideration for his signing this Release Agreement is the mutual promises and payment of the sum described above; that no other promises or agreements of any kind or nature have been made to, or with, him by Company or its agents to cause him to sign this Release Agreement, and that Executive fully understands the meaning and intent of this instrument. WITNESS my hand and seal this ____ day of __________, 20___. ------------------------------------ RONALD M. DYKES A-1 EXHIBIT "B" BELLSOUTH International Argentina (CRM - Buenos Aires) - Compania de Radiocomunicaciones Moviles, S.A. Brazil (BCP - Sao Paulo; BSE - Northeast Region) - BCP S.A. & BSE S.A. (Region 10) Chile (BellSouth Chile and BellSouth Comunicaciones - Valparaiso and Santiago) - BellSouth Chile S.A. BellSouth Comunicaciones S.A. Denmark (Sonofon - Nationwide) - Dansk Mobiltelefon I/S Ecuador (Otecel - Nationwide) - Otecel S.A. Germany (E-Plus - Nationwide) - E-Plus Mobilfunk GmbH Guatemala - BellSouth Guatemala Limited S.C.A. India (Skycell - Madras Region) - Skycell Communications Limited Israel (Cellcom - Nationwide) - CellCom Israel Ltd. Nicaragua (Telefonia Celular - Managua and the Pacific Coast) - Telefonia Celular de Nicaragua, S.A. Panama (BSC - Nationwide) - BSC de Panama S.A. Peru (Tele 2000 - Lima) - BellSouth Peru, S.A. Uruguay (Abiatar - Coastal Corridor) - Abiatar S.A. Venezuela (Telcel - Nationwide) - Telcel Celular C.A. Mobile Systems CELLULAR MARKETS
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Alabama Anniston, AL Calhoun; Jefferson; St. Clair; Shelby; Walker; Colbert; Birmingham, AL Lauderdale; Etowah; Limestone; Madison; Marshall; Baldwin; Florence, AL Mobile; Tuscaloosa; Franklin; Marion; Winston; Morgan; Gadsden, AL Lawrence; Jackson; Lamar; Fayette; Pickens; Sumter; Greene; Huntsville, AL Hale; Cleburne; Talladega; Clay; Randolph; Washington; Mobile, AL Clarke; Monroe; Conecuh; and, Escambia. Tuscaloosa, AL AL 1(B1, B2 and B5) - Franklin AL 2(B1) - Jackson AL 3(B1) - Lamar AL 5(B1) - Cleburne AL 6 - Washington ---------------------------------------------------------------------------------------------------------------------------------- California Los Angeles, CA Los Angeles; Orange; Riverside; and, San Bernardino ---------------------------------------------------------------------------------------------------------------------------------- Florida Daytona Beach, FL Volusia; Baker; Clay; Duval; Nassau; St. Johns; Dada; Jacksonville, FL Broward; Brevard; Orange; Osceola; Seminole; Palm; Beach; Miami, FL Hendry; Glades; Okeechobee; Indiana River; Citrus; Sumter; Melbourne-Titusville-Palm Bay, FL Putnam; Flagler; and Monroe Orlando, FL ----------------------------------------------------------------------------------------------------------------------------------
B-1
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- West Palm Beach-Boca Raton, FL. FL 1(B2) - Collier FL 2(B2 and B3) - Glades FL 4(B2) - Citrus FL 5(B1 and B3) - Putnam FL 11(B1) - Monroe ---------------------------------------------------------------------------------------------------------------------------------- Georgia Athens, GA Clarke; Jackson; Madison; Oconee; Butts; Cherokee; Clayton; Atlanta, GA Cobb; DeKalb; Douglas; Fayette; Forsyth; Fulton; Gwinnett; Macon-Warner Robins, GA Henry; Newton; Palding; Rockdale; Walton; Bibb; Houston; GA 1 - Whitfield Jones; Peach; Twiggs; Whitfield; Murray; Gordon; Pickens; GA 2(B1, B2 and B3) - Dawson Gilmer; Fannin; Union; Towns; Dawson; Lumpkin; White; GA 3 - Chattooga Habersham; Hall; Banks; Franklin; Stephens; Rabun; Barrow; GA 4 (B1 and B3) - Jasper Chattooga; Floyd; Polk; Bartow; Jasper; Putnam; Morgan; GA 5 (B1) - Haralson Greene; Oglethorpe; Elbert; Hart; Haralson; Carroll; GA 6 (B4 and B5) - Spalding Spalding; Lamar; Pike; Monroe; Crawford; Hancock; Baldwin; GA 7- Hancock Wilkinson; Laurens; Washington; Johnson; Bleckley; Pulaski; GA 10 - Bleckley Dodge; Wilcox; Telfair; Ben Hill; Turner; Irwin; Coffee; Jeff Davis; Wheeler; and, Montgomery ---------------------------------------------------------------------------------------------------------------------------------- Indiana Anderson, IN Madison; Monroe; Gibson; Lake; Porter; Henderson (KY); Posey; Bloomington, IN Vanderburgh; Warrick; Boone; Hamilton; Hancock; Hendricks; Gary, IN Johnson; Marion; Morgan; Shelby; Howard; Tipton; Tippecanoe; Evansville, IN Delaware; Clay; Sullivan; Vermillion; Vigo; Warren; Fountain; Indianapolis, IN Montgomery; Parke; Putnam; Benton; Owen; Greene; Knox; Kokomo, IN Daviess; Martin; Pike; Dubois; Perry; Spencer; Brown; Lafayette, IN Bartholomew; Lawrence; Jackson; Orange; Washington; Crawford; Muncie, IN Harrison; Decatur; Jennings; Ripley; Ohio; Switzerland; Terre Haute, IN Jefferson; and, Scott IN 5 - Warren IN 7 - Owen IN 8 - Brown IN 9 - Decatur ---------------------------------------------------------------------------------------------------------------------------------- Kentucky Lexington-Fayette, KY Bourbon; Clark; Fayette; Jessamine; Scott; Woodford; Bullitt; Louisville, KY/IN Jefferson; Oldham; Clark (IN); Floyd (IN); Daviess; Fulton; Owensboro, KY/IN Hickman; Carlisle; Ballard; McCracken; Graves; Marshall; KY 1 - Fulton Calloway; Union; Webster; Hopkins; Crittenden; Livingston; KY 2 - Union Caldwell; Lyon; Trigg; Meade; Breckinridge; Hancock; Ohio; KY 3 - Meade Grayson; McLean; Muhlenberg; Butler; Edmondson; Todd; Logan KY 6(B2) - Madison Warren; Simpson; Allen; Madison; Garrard; Boyle; Casey; KY 7(B1 and B3) - Trimble Lincoln; Trimble; Henry; Franklin; Owen; Harrison; Shelby; KY 8 - Mason Mason; Lewis; Fleming; Bath; Montgomery; Rowan; Bracken; KY 9 - Elliott Robertson; Nicholas; Menifee; Elliott; Lawrence; Morgan; KY 10 - Powell Magoffin; Johnson; Martin; Floyd; Pike; Powell; Estill; KY 11 - Clay Wolfe; Lee; Jackson; Owsley; Breathhitt; Perry; Knott; Letcher; Clay; Leslie; Whitley; Knox; Bell; and, Harlan ---------------------------------------------------------------------------------------------------------------------------------- Louisiana Baton Rouge, LA Parishes: Ascension; East Baron Rouge; Livingston; West Lafayette, LA Baton Rouge; Lafayette; St. Martin; Ouachita; Jefferson; Monroe, LA Orleans; St. Bernard; St. Tammany; Bossier; Caddo; Webster; New Orleans, LA Beauregard; Allen; Evangeline; Avoyelles; St. ----------------------------------------------------------------------------------------------------------------------------------
B-2
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Shreveport, LA Landry; Acadia; Vermillion; Pointe Coupee; Iberville; Iberia; LA 5(B2) - Beauregard St. Mary; Assumption; West Feliciana; East Feliciana; St. LA 6(B1 and B2) - Iberville Helena; Tangipahoa; Washington; St. James; St. Charles; St. John LA 7 - West Feliciana the Baptist; and Plaquemines LA 8 - St. James LA 9 - Plaquemines ---------------------------------------------------------------------------------------------------------------------------------- Mississippi Jackson, MS Hinds; Madison; Rankin; Tunica; Tate; Marshall; Benton; MS 1(B1) - Tunica Tippah; Alcorn; Tishomingo; Prentiss; Union; Pontotoc; Lee; MS 2 - Benton Itawamba; Carroll; Holmes; Yalobusha; Granada; Calhoun; MS 3 (B2) - Bolivar Chickasaw; Clay; Monroe; Warren; Montgomery; Attala; Leake; MS 4(B1 and B2) - Yalobusha Neshoba; Kemper; Scott; Newton; Lauderdale; Claiborne; MS 5 (B2) - Washington Copiah; Simpson; Lawrence; Jefferson Davis; Smith; Jasper; MS 6 (B1) - Montgomery and, Clarke MS 7 (B1 and B2) - Leake MS 8(B2) - Claiborne MS 9 (B1) - Copiah MS 10 (B2) - Smith ---------------------------------------------------------------------------------------------------------------------------------- Pennsylvania Pittsburgh, PA Allegheny; Beaver; Washington; and, Westmoreland ---------------------------------------------------------------------------------------------------------------------------------- South Carolina Columbia, SC Lexington; Richland; and, Florence Florence, SC ---------------------------------------------------------------------------------------------------------------------------------- Tennessee Chattanooga, TN/GA Hamilton; Marion; Sequatchie; Catoosa (GA); Dade (GA); Walker Clarksville-Hopkinsville, TN/KY (GA); Christian (KY); Montgomery; Shelby; Tipton; Crittenden Memphis, TN/AR/MS (AR); De Soto (MS); Cheatham; Davidson; Dickson; Robertson; Nashville-Davidson, TN Rutherford; Sumner; Williamson; Wilson; Lauderdale; Crockett; TN 1(B1 and B4) - Lake Gibson; Carroll; Benton; Stewart; Houston; Humphreys; TN 5(B1, B2 and B3) - Fayette Fayette; Haywood; Madison; Hardeman; Chester; Henderson; TN 6 - Giles McNairy; Hardin; Decatur; Perry; Wayne; Hickman; Lewis; TN 7(B1 and B2) - Bledsoe Lawrence; Giles; Marshall; Lincoln; Moore; Bedford; Franklin; TN 9 - Maury Rhea; Meigs; Bradley; and, Maury ---------------------------------------------------------------------------------------------------------------------------------- Texas Bryan-College Station, TX Brazos; Galveston; Brazona; Fort Bend; Harris; Liberty; Galveston-Texas City, TX Montgomery; Waller; Newton; Jasper; Tyler; Polk; San Houston, TX Jancinto; Walker; Grimes; Madison; Houston; and, Trinity TX 17 - Newton ----------------------------------------------------------------------------------------------------------------------------------
PCS MARKETS
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Alabama Dothan-Enterprise, AL Coffee; Dale; Geneva; Henry; Houston; Cherokee; DeKalb; Gadsden, AL Etowah; Autauga; Bullock; Butler; Covington; Crenshaw; Montgomery, AL Elmore; Lowndes; Macon; Montgomery; Pike; Chambers; Lee; Opelika-Auburn, AL Dallas; Perry; and, Wilcox Selma, AL ---------------------------------------------------------------------------------------------------------------------------------- Florida Ft. Myers, FL Charlotte; Glades; Hendry; Lee; Indian River; Martin; St. Ft. Pierce-Vero Beach-Stuart, FL Lucie; Okalossa; Walton; Alachua; Bradford; Dixie; Ft. Walton Beach, FL Gilchrist; Levy; Union; Allen; Beauregard; Calcasieu; Gainesville, FL Cameron; Jefferson Davis; Polk; Collier; Marion; Bay; ----------------------------------------------------------------------------------------------------------------------------------
B-3
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Lake Charles, FL Gulf; Holmes; Washington; Escambia; Santa Rosa; DeSoto; Lakeland-Winter Haven, FL Manatee; Sarasota; Calhoun; Franklin; Gadsden; Jackson; Naples, FL Jefferson; Leon; Liberty; Madison;; Taylor; Wakulla; Ocala, FL Grady; Thomas; Citrus; Hardee; Hernando; Highlands; Pasco; Panama City, FL Pinellas; and, Hillsborough Pensacola, FL Sarasota-Bradenton, FL Tallahassee, FL Tampa-St. Petersburg-Clearwater, FL ---------------------------------------------------------------------------------------------------------------------------------- Georgia Albany-Tifton, GA Jeff Baker; Calhoun; Clay; Colquitt; Decatur; Dougherty; Augusta, GA Early; Irwin; Lee; Miller; Mitchell; Randolph; Seminole; Brunswick, GA Terrell; Tift; Turner; Worth; Burke; Columbia; Glascock; Columbus, GA Jefferson; Jenkins; Lincoln; McDuffie; Richmond; LaGrange, GA Taliaferro; Warren; Wilkes; Aiken; Allendale; Barnwell; Savannah, GA Edgefield; Glynn; McIntosh; Barbour; Russell; Valdosta, GA Chattahoochee; Harris; Marion; Muscogee; Quitman; Schley; Waycross, GA Stewart; Sumter; Talbot; Webster; Heard; Troup; Appling; Bryan; Bulloch; Candler; Chatham; Effingham; Emanuel; Evans; Jeff Davis; Liberty; Long; Montgomery; Screven; Tattnall; Toombs; Wayne; Beaufort; Hampton; Jasper; Atkinson; Berrien; Brooks; Clinch; Cook; Echols; Lanier; Lowndes; Bacon; Brantley; Coffee; Pierce; and, Ware. ---------------------------------------------------------------------------------------------------------------------------------- Kentucky Middlesboro-Harlan, KY Bell; Harlan; Letcher; and, Claiborne ---------------------------------------------------------------------------------------------------------------------------------- Louisiana Alexandria, LA Avoyelles; Grant; La Salle; Rapides; Vernon; Winn; Houma-Thibodaux, LA Assumption; Lafourche; St. Mary; Terrebonne; Ashley; Monroe, LA Caldwell; Catahoula; East Carroll; Franklin; Madison; Shreveport, LA Morehouse; Ouachita; Richland; Tensas; Union; West Carroll; Bienville; Bossier; Caddo; Claiborne; De Soto; Jackson; Lincoln; Natchitoches; Red River; Sabine; Webster; and, Shelby ---------------------------------------------------------------------------------------------------------------------------------- Mississippi Biloxi-Gulfport-Pascagoula, MS George; Hancock; Harrison; Jackson; Stone; Lamar; Choctaw; Columbus-Starkville, MS Clay; Lowndes; Noxubee; Oktibbeha; Webster; Chicot; Greenville-Greenwood, MS Bolivar; Carroll; Issaquena; Leflore; Sharkey; Sunflower; Hattiesburg, MS Washington; Covington; Forrest; Greene; Marion; Perry; McComb-Brookhaven, MS Amite; Lawrence; Lincoln; Pike; Walthall; Concordia; Natchez, MS Adams; Franklin; and, Jefferson ---------------------------------------------------------------------------------------------------------------------------------- North Carolina Ashville-Hendersonville, NC Avery; Buncombe; Cherokee; Clay; Graham; Haywood; Burlington, NC Henderson; Jackson; McDowell; Macon; Madison; Mitchell; Charlotte-Gastonia, NC Swain; Transylvania; Yancey; Alamance; Anson; Cabarrus; Fayetteville-Lumberton, NC Cleveland; Gaston; Iredell; Lincoln; Mecklenburg; Goldsboro-Kinston, NC Richmond; Rowan; Rutherford; Stanley; Union; Chester; Greensboro-Winston-Salem-Highpoint, Chesterfield; Lancaster; Marlboro; York; Bladen; NC Cumberland; Hoke; Moore; Robeson; Sampson; Scotland; Hickory-Lenoir-Morganton, NC Duplin; Greene; Lenoir; Wayne; Alleghany; Ashe; Davidson; Jacksonville, NC Davie; Forsyth; Guilford; Montgomery; Randolph; New Bern, NC Rockingham; Stokes; Surry; Watauga; Wilkes; Yadkin; Raleigh-Durham, NC Alexander; Burke; Caldwell; Catawba; Onslow; Carteret; Roanoke Rapids, NC Craven; Jones; Bern; Pamlico; Chatam; Durham; ----------------------------------------------------------------------------------------------------------------------------------
B-4
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - BTAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Rocky Mount-Wilson, NC Franklin; Granville; Harnett; Johnston; Lee; Orange; Wilmington, NC Person; Vance; Wake; Warren; Halifax; Northampton; Edgecombe; Nash; Wilson; Brunswick; Columbus; New Hanover; and, Pender ---------------------------------------------------------------------------------------------------------------------------------- South Carolina Anderson, SC Henry; Madison; Berkeley; Charleston; Colleton; Charleston, SC Dorchester; Georgetown; Williamsburg; Fairfield; Kershaw; Columbia, SC Lexington; Newberry; Richland; Saluda; Darlington; Dillon; Florence, SC Florence; Marion; Polk; Cherokee; Greenville; Laurens; Greenville-Spartanburg, SC Pickens; Spartanburg; Union; Greenwood; McCormick; Horry; Greenwood, SC Bamberg; Calhoun; Orangeburg; Clarendon; Lee; and, Sumter; Myrtle Beach, SC Orangeburg, SC Sumter, SC ---------------------------------------------------------------------------------------------------------------------------------- Tennessee Dyersburg-Union City, TN Fulton; Dyer; Lake; Obion; Weakley Carter; Greene; Kingsport, TN-Johnson City, TN-Bristol, Hawkins; Johnson; Sullivan; Unicoi; Washington; Dickenson; VA/TN Lee; Russell; Scott; Smyth; Wise; Bristol; Norton; Knoxville, TN Anderson; Blount; Campbell; Cocke; Cumberland; Grainger; Hamblen; Hancock; Jefferson; Knox; Loudon; McMinn; Monroe; Morgan; Roane; Scott; Sevier; and, Union ----------------------------------------------------------------------------------------------------------------------------------
SBC Mobile Systems
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Arkansas AR1, AR2, AR3, AR4, AR5, AR6, Calhoun; Ouachita; Union; Madison; Benton; Washington; AR7, AR8, AR10, AR12 Franklin; Logan; Scott; Crawford; Sebastian; Boone; Fayetteville, Ft. Smith, Little Rock, Carroll; Newton; Marion; Searcy; Garland; Hot Spring; Pine Bluff Lawrence; Randolph; Craighead; Greene; Poinsett; Clark; Dallas; Grant; Baxter; Izard; Stone; Independence; Jackson; Sharp; Arkansas; Monroe; Cleburne; Prairie; White; Woodruff; Conway; Perry; Van Buren; Faulkner; Lonoke; Pulaski; Saline; Bradley; Cleveland; Desha; Drew; Lincoln; Jefferson; Pope; Yell; Johnson; Chicot; Mississippi; Cross; Lee; Phillips; Fulton; St. Francis Clay; and Ashley ---------------------------------------------------------------------------------------------------------------------------------- Arizona AZ1 Mohave ---------------------------------------------------------------------------------------------------------------------------------- California CA1, CA2, CA3, CA4, CA5, CA6, CA7, CA8, Glenn; Butte; Del Norte; Humboldt; Madera; Kern; Imperial; CA9, CA10, CA11, CA12 Fresno; Mariposa; Merced; Tuolumne; Stanislaus; Monterey; Bakersfield, Chico, Fresno, Los Angeles, San Luis Obispo; Siskiyou; Trinity; Tehama; Shasta; Modesto, Oxnard, Salinas, Redding, Alpine; Mono; Nevada; Sierra; El Dorado; Lassen; Plumas; Sacramento, Amador; Colusa; Placer; Sacramento; Yolo; San Benito; San Diego, San Francisco, Lake; Mendocino; Alameda; Contra Costa; Marin; San San Jose, Santa Barbara, Francisco; San Mateo; Santa Clara; Santa; Cruz; Sonoma; Santa Cruz, Santa Rosa, Vallejo, Napa; Solano; Calaveras; San Joaquin; Kings; Tulare; Stockton, Visalia, Yuba City Sutter; Yuba; Inyo; Los Angeles; Orange; Riverside; San Bernardino; Ventura; Santa Barbara; and San Diego ----------------------------------------------------------------------------------------------------------------------------------
B-5
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Connecticut CT1, CT2 Hartford; Middlesex; Tolland; Litchfield; New Haven; Bridgeport, Hartford, New Haven, New Windham; New London; and Fairfield London ---------------------------------------------------------------------------------------------------------------------------------- District of Columbia Washington District of Columbia ---------------------------------------------------------------------------------------------------------------------------------- Delaware DE1 Kent, Sussex, New Castle Wilmington ---------------------------------------------------------------------------------------------------------------------------------- Hawaii HI1 Kauai ---------------------------------------------------------------------------------------------------------------------------------- Illinois IL2, IL4, IL5, IL6, IL7, IL9 McLean; Livingston; De Witt; Logan; Champaign; Ford; Pike; Bloomington, Champaign, Aurora, Chicago, Kendall; Cook; DuPage; Kane; Lake; McKenry; Will; Grundy; Joliet, Decatur, Kankakee, Springfield, Macon; Moultrie; Effingham; Fayette; Shelby; Cass; Greene; St. Louis Morgan; Scott; Iroquois; Kankakee; Bureau; La Salle; Putnam; Marshall; Stark; Mason; Christian; Montgomery; Menard; Sangamon; Clark; Crawford; Edgar; Lawrence; Marion; Adams; Brown; Piatt; Calhoun; Macoupin; Bond; Clinton; Madison; Monroe; and St. Clair ---------------------------------------------------------------------------------------------------------------------------------- Indiana IN1, IN3, IN4, IN5, IN6, IN7, IN8, IN9 Lake; Porter; Madison; Henry; Monroe; Greene; Owen; Gary, Anderson, Bloomington, Lawrence; Orange; Bartholomew; Brown; Jackson; Jennings; Indianapolis, Kokomo, Lafayette, Putnam; Rush; Decatur; Boone; Hamilton; Hancock; Muncie, Terre Haute, Cincinnati Hendricks; Johnson; Marion; Morgan; Shelby; Pulaski; Cass; Miami; Howard; Tipton; White; Carroll; Clinton; Benton; Montgomery; Tippecanoe; Grant; Wabash; Blackford; Jay; Randolph; Delaware; Fayette; Union; Wayne; Parke; Clay; Sullivan; Vermillion;Vigo; Daviess; Knox; Martin; and Dearborn ---------------------------------------------------------------------------------------------------------------------------------- Kansas KS5, KS10, KS15 Cherokee; Johnson; Wyandotte; Atchison; Leavenworth; Kansas City, Lawrence, Topeka, Wichita Douglas; Allen; Crawford; Doniphan; Jefferson; Osage; Shawnee; Chautauqua; Montgomery; Wilson; Butler; and Sedgwick ---------------------------------------------------------------------------------------------------------------------------------- Kentucky KY7 Boone; Campbell; Kenton; Gallatin; Grant; and Pendleton Cincinnati ---------------------------------------------------------------------------------------------------------------------------------- Louisiana LA6, LA7, LA8, LA9 Ascension; E. Baton Rouge; Livingston; W. Baton Rouge; Baton Rouge, Houma, New Orleans Iberville; St. Helena; Tangipahoa; Lafourche; Terebonne; Assumption; St. Mary; Iberia; St. Charles; St. James; St. John-Baptist; Plaqemines; Jefferson; Orleans; St. Bernard; and St. Tammany ---------------------------------------------------------------------------------------------------------------------------------- Maryland MD2 Anne Arundel; Baltimore City; Baltimore County; Carroll; Baltimore, Washington, Wilmington Hartford; Howard; Charles; Montgomery; Prince George's; Caroline; and Cecil ---------------------------------------------------------------------------------------------------------------------------------- Massachusetts MA1, MA2 Essex; Middlesex; Norfolk; Plymouth; Suffolk; Barnstable; Boston, Pittsfield, New Bedford, Dukes; Nantucket; Berkshire; Bristol; Franklin; Hampden; Springfield, Worcester Hampshire; and Worcester ---------------------------------------------------------------------------------------------------------------------------------- Michigan MI5 Lapeer; Livingston; Macomb; Oakland; St. Clair; Washtenaw; Detroit, Flint Wayne; Genesee; Shiawassee; Lake; Mason; Benzie; Lee Lanau; Manistee; Missaukee; Osceola; and Wexford ----------------------------------------------------------------------------------------------------------------------------------
B-6
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Missouri MO7, MO8, MO9, MO10, MO11, MO12, MO13, Jasper; Newton; Barton; McDonald; Cass; Clay; Jackson; MO14, MO15, MO16, MO18, MO19 Platte; Ray; Johnson; Lafayette; Saline; Bates; Henry; Joplin, Kansas City, St. Joseph, Vernon; Benton; Morgan; Cooper; Pettis; Andrew; Buchanan; Columbia, Springfield, St. Louis Pemiscot; Bollinger; Cape Girardeau; Perry; Mississippi; New Madrid; Scott; Boone; Howard; Montgomery; Cole; Miller; Moniteau; Osage; Callaway; Wayne; Butler; Dunklin; Stoddard; Dent; Maries; Phelps; Pulaski; Camden; Dallas; Hickory; Polk; Barry; Dade; Lawrence; Douglas; Stone; Taney; Laclede; Texas; Webster; Wright; Christian; Greene; Gasconade; Crawford; St. Francois; Ste. Genevieve; Washington; Madison; Lincoln; Warren; Franklin; Jefferson; St. Charles; and St. Louis ---------------------------------------------------------------------------------------------------------------------------------- Nevada NV1, NV2, NV3, NV4, NV5 Clark; Esmeralda; Nye; Lincoln; Churchill; Humboldt; Las Vegas, Reno Pershing; Elko; Eureka; Lander; Carson City; Douglas; Lyon; Storey; Mineral; and Washoe ---------------------------------------------------------------------------------------------------------------------------------- New Hampshire Boston Rockingham ---------------------------------------------------------------------------------------------------------------------------------- New Jersey NJ2 Warren; Monmouth; Middlesex; Ocean; Atlantic; Cape May; Allentown, Long Branch, New Brunswick, Burlington; Camden; Goucester; Mercer; Cumberland; and Atlantic City, Philadelphia, Trenton, Salem Vineland, Wilmington ---------------------------------------------------------------------------------------------------------------------------------- New York NY1, NY4 Erie; Niagara; Seneca; Yates; Livingston; Monroe; Ontario; Buffalo, Rochester, Albany, Glen Falls, Orleans; Wayne; Albany; Montgomery; Rensselaer; Saratoga; Syracuse, Utica Schenactady; Chenango; Schuyler; Warren; Washington; Tompkins; Cayuga; Cortland; Madison; Oneida; Oswego; Herkimer; Onondaga; Jefferson; Lewis; and St. Lawrence ---------------------------------------------------------------------------------------------------------------------------------- Ohio OH2, OH3, OH4, OH5, OH6, OH7, OH8, OH10, Clermont; Hamilton; Warren; Butler; Adams; Brown; Clinton; OH11 Highland; Greene; Miami; Montgomery; Preble; Darke; Logan; Cincinnati, Hamilton, Dayton, Mercer; Shelby; Champaign; Clark; Ashtabula; Carroll; Springfield, Canton, Akron, Cleveland, Stark; Coshocton; Tuscarawas; Portage; Summit; Cuyahoga; Lorain, Mansfield, Youngstown, Columbus Geauga; Lake; Medina; Lorain; Holmes; Wayne; Richland; Crawford; Ashland; Columbiana; Erie; Huron; Mahoning; Trumbull; Defiance; Fairfield; Franklin; Madison; Pickaway; Hocking; Union; Fayette; Perry; and Muskingum ---------------------------------------------------------------------------------------------------------------------------------- Oklahoma OK3, OK4, OK6, OK9, OK10 Ottawa; Le Flore; Sequoyah; Bryan; Atoka; Coal; Pontotoc; Ft. Smith, Oklahoma City, Tulsa Carter; Johnston; Love; Marshall; Murray; Latimer; Pittsburg; Lincoln; Logan; Garvin; Canadian; Cleveland; McClain; Oklahoma; Kay; Noble; Payne; Washington; Nowata; Haskell; Adair; Cherokee; McIntosh; Muskogee; Pawnee; Craig; Delaware; Hughes; Okmulgee; Creek; Mayes; Osage; Rogers; Tulsa; and Wagoner ---------------------------------------------------------------------------------------------------------------------------------- Pennsylvania PA1, PA3, PA4, PA8, PA11, PA12 Erie; Crawford; Mercer; Carbon; Lehigh; Northampton; Erie, Sharon, Allentown, Harrisburg, Cumberland; Dauphin; Perry; Juniata; Mifflin; Lebanon; Lancaster, Philadelphia, Reading, State Lancaster; Bucks; Chester; Delaware; Montgomery; College, Williamsport, York Philadelphia; Schuylkill; Berks; Centre; Montour; Northumberland; Snyder; Union; Clinton; Sullivan; Lycoming; Adams; and York ----------------------------------------------------------------------------------------------------------------------------------
B-7
---------------------------------------------------------------------------------------------------------------------------------- STATE MARKETS - MSAS AND RSAS COUNTIES ---------------------------------------------------------------------------------------------------------------------------------- Rhode Island RI1 Bristol; Kent; Providence; Washington; and Newport Providence ---------------------------------------------------------------------------------------------------------------------------------- Texas TX6, TX7, TX9, TX10, TX11, TX15, TX18, Callahan; Jones; Taylor; Eastland; Potter; Randall; TX19, TX20 Collin; Dallas; DeWitt; Ellis; Hood; Johnson; Kaufman; Abilene, Amarillo, Dallas, Killeen, Parker; Rockwall; Tarrant; Wise; Henderson; Navarro; Van Lubbock, Longview-Marsh, Midland, Zandt; Cooke; Palo Pinto; Hopkins; Hunt; Erath; Somervell; Odessa, Sherman, Tyler, Waco, Laredo, Bell; Coryell; Milam; Lampassa; Lubbock; Gregg; Harrison; McAllen, San Antonio, Brownsville, Panola; Rusk; Camp; Marion; Morris; Upshur; Midland; Corpus Christi Ector; Delta; Edwards; Grayson; Fannin; Cass; Anderson; Cherokee; Wood; Smith; Falls; Limestone; Bosque; Hill; McLennan; Jack; Montague; Bee; Refugio; Dimmit; Kinney; Maverick; Val Verde; Zavala; Webb; La Salle; Jim Hogg; Zapata; Hidalgo; Starr; Bexar; Comal; Guadalupe; Bandera; Freestone; Medina; Real; Uvalde; Atascosa; McMullen; Karnes; Wilson; Cameron Willacy; Nueces; San Patricio; Brooks; Duval; Jim Wells; Kenedy; Kleberg; Live Oak; and Aransas ---------------------------------------------------------------------------------------------------------------------------------- Virginia VA10, VA11, VA12 Page; Madison; Orange; Fredericksburg City; Spotsylvania; Washington King George; Westmoreland; Caroline; Arlington; Clarke; Fauquier; Frederick; Rappanhannock; Winchester City; Culpeper; Stafford; Alexandria City; Fairfax; Loudoun; Manassas City; Manassas Park City; Prince William; Fairfax City; Falls Church City; Shenandoah; Warren; Accomoack; Mathews; Northampton; Louisa; Essex; King and Queen; King William; Lancaster; Middlesex; Northumberland; and Richmond ---------------------------------------------------------------------------------------------------------------------------------- West Virginia WV4 Grant; Hampshire; Berkeley; Morgan; Hardy; Pendleton; and Jefferson ---------------------------------------------------------------------------------------------------------------------------------- Wisconsin WI9 Kenosha; Fond du Lac; Rock; Walworth; Dane; Columbia; Kenosha, Janesville, Madison, Milwaukee, Milwaukee; Ozaukee; Washington; Waukesha; Racine; Dodge; Racine, Sheboygan Jefferson; and Sheboygan ----------------------------------------------------------------------------------------------------------------------------------
B-8