Procedures for Handling Shareholder and Other Communications to the Non-Employee Directors
Procedures for Handling Communications Regarding Accounting, Internal Accounting Controls or Auditing Matters
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The non-management members of the Board of Directors have instructed the Corporate Secretary’s office to initially review all communications directed to them. Communications which are not relevant to the duties and responsibilities of the Board are not reported to the Board. Such communications would include:

• Spam
• Junk mail and mass mailings
• Product or service inquiries
• New product or service suggestions
• Resumes or other forms of job inquiries
• Opinion surveys and polls
• Business solicitations or advertisements

In order to expedite a response to the remaining communications, including communications regarding ordinary business matters, the non-management directors have instructed management to research and to respond on their behalf. The Corporate Secretary summarizes these communications for the Audit Committee and provides copies to the members of the Committee at their request. At each regular meeting, the Committee reviews the summary, which indicates whether the issues raised in the correspondence have been resolved. The Chair of the Audit Committee reports any significant matters to the full Board.

Any communications related to BellSouth’s accounting, internal accounting controls or auditing matters will be referred to the Audit Committee. The Chair of the Audit Committee is advised promptly of any allegations pertaining to a serious accounting infraction involving senior managers of the Company or any other potentially material complaint. Any such matters are then investigated as directed by the Audit Committee. Results of such investigations are reported to the Board.

Shareholders and other interested parties who wish to communicate with the Company’s non-management directors may direct correspondence to a particular director, or to the non-management directors as a group, by e-mail at Feedback.Directors@BellSouth.com or by addressing written correspondence to the Office of the Corporate Secretary, BellSouth Corporation, Suite 19A01, 1155 Peachtree Street, N.E., Atlanta, GA 30309-3610.

As amended by the Board of Directors on February 28, 2005.