Bellsouth Corp Watch

from 10-Q 1 page Amendment to the Bellsouth Personal Retirement Account Pension Plan Whereas, Bellsouth Corporation (The "Company") Sponsors the Bellsouth Personal Retirement Account Pension Plan (The "Plan"), Which Was Amended and Restated Effective January 1, 1998; and Whereas, L.M. Berry and Company Adopted the Plan Subject to Certain Modifications Described in Schedule 2 of the Plan; and Whereas, the Company Now Desires to Amend Schedule 2 of the Plan; and Whereas, Pursuant to Section 15.01 of the Plan, the Employees' Benefit Claim Review Committee (The "Committee") Is Authorized to Adopt Nonmaterial Amendments to the Plan; Now, Therefore, the Committee Hereby Approves the Following Amendment of the Plan: Amend Schedule 2 of the Plan for L.M. Berry and Company by Adding at the End of Paragraph 4(f) the Following: As of the Last Day of Plan Year 1999, Each Participant's Account Shall Be Credited With Interest at the Rate of 5.25%, Under the Terms of the Plan. This Amendment Shall Be Effective as of January 1, 1999. Approved This 7th Day of May 1999. Employees' Benefit Claim Review Committee By: /S/ R. D. Sibbernsen By: /S/ R. M. Dykes By: /S/ Carl E. Swearingen By: /S/ M. L. Feidler

from 10-Q 1 page Amendment to the Bellsouth Personal Retirement Account Pension Plan Whereas, Bellsouth Corporation (The "Company") Sponsors the Bellsouth Personal Retirement Account Pension Plan (The "Plan"), Which Was Amended and Restated Effective January 1, 1998; and Whereas, the Executive Nominating and Compensation Committee (The "Committee") of the Board of Directors of Bellsouth Corporation, at Its February 22, 1999, Meeting Adopted a Resolution Amending the Plan to Provide an Additional Credit for the 1999 Plan Year Equal to 1% of Each Plan Participant's 1999 Compensation; and Whereas, the Committee Authorized Appropriate Officers of the Company to Do Such Further Acts and to Execute Such Documents as May Be Necessary or Advisable to Effectuate the Purposes of Such Resolution; and Whereas, the Company Now Desires to Revise the Plan Document to Reflect Such Amendment; Now, Therefore, Pursuant to the Authority Delegated by the Committee as Referred to Above, the Undersigned Officer Approves the Following to Reflect Such Amendment of the Plan: Amend Section 3 of the Plan by Adding the Following Sentence at the End of Subparagraph 3.05(a): The Board Has Approved an Additional Credit for the 1999 Plan Year Equal to the Participant's Compensation Multiplied by One Percent, and This Additional Credit Shall Be Credited to Each Participant's Account as of the Last Day of Such Plan Year. This Amendment Shall Be Effective as of January 1, 1999. By: /S/ Richard D. Sibbernsen Richard D. Sibbernsen Vice President - Human Resources Date: 5/6/99

from 10-Q 1 page Amendment to the Bellsouth Personal Retirement Account Pension Plan Whereas, Bellsouth Corporation (The "Company") Sponsors the Bellsouth Personal Retirement Account Pension Plan (The "Plan"), Which Was Amended and Restated Effective January 1, 1998; and Whereas, L.M. Berry and Company Adopted the Plan Subject to Certain Modifications Described in Schedule 2 of the Plan; and Whereas, the Executive Nominating and Compensation Committee (The "Committee") of the Board of Directors of Bellsouth Corporation, at Its February 23, 1998, Meeting Adopted a Resolution Amending the Plan to Provide an Interest Credit Rate for 1998 of 6.11% for All Plan Participants; and Whereas, the Committee Authorized Appropriate Officers of the Company to Do Such Further Acts and to Execute Such Documents as May Be Necessary or Advisable to Effectuate the Purposes of Such Resolution; and Whereas, the Company Now Desires to Revise Schedule 2 of the Plan to Reflect Such Amendment; Now, Therefore, Pursuant to the Authority Delegated by the Committee as Referred to Above, the Undersigned Officer Approves the Following to Reflect Such Amendment of the Plan: Amend Schedule 2 of the Plan for L.M. Berry and Company by Adding at the End of Paragraph 4(f) the Following: As of the Last Day of the Plan Year 1998, Each Participant's Account Shall Be Credited With Interest at the Rate of 6.11%, Under the Terms of the Plan. This Amendment Shall Be Effective as of January 1, 1998. By: /S/ Richard D. Sibbernsen Richard D. Sibbernsen Vice President - Human Resources Date: 5/6/99

from 10-Q 1 page Amendment to the Bellsouth Personal Retirement Account Pension Plan This Amendment Is Made to the Bellsouth Personal Retirement Account Pension Plan (The "Plan") Which Was Amended and Restated Effective January 1, 1998. the Chairman of the Bellsouth Employees' Benefit Claim Review Committee, Acting Under Authority Delegated by the Nominating and Compensation Committee of the Board of Directors of Bellsouth Corporation, Hereby Amends the Plan as Follows: 1. Pursuant to Paragraphs 15.01 and 16.03 of the Plan, Individuals Who Become Employees of Westel-Indianapolis Company Pursunat to Section 5.7 of the Asset Purchase Agreement by and Among Bellsouth Cellular Corporation, Indiana 8, L.L.C., United States Cellular Corporation, and United States Cellular Operating Company, Dated March 19, 1999, (The "Agreement") Will Be Granted Net Credited Service, Vesting Service Credit and Vesting Eligibility Years for Their Service With United States Cellular Corporation and Its Affiliates Prior the Closing of the Transaction Contemplated by the Agreement. the Above Amendment Shall Be Effective as of the Date This Amendment Is Approved. Approved This 7th Day of April, 1999. Employees' Benefit Claim Review Committee: /S/ Richard D. Sibbernsen By: Richard D. Sibbernsen, Chairman

from 10-Q 1 page Amendment to the Bellsouth Personal Retirement Account Pension Plan This Amendment Is Made to the Bellsouth Personal Retirement Account Pension Plan (The "Plan") Which Was Amended and Restated Effective July 1, 1996. the Chairman of the Bellsouth Employees' Benefit Claim Review Committee, Acting Under Authority Delegated by the Nominating and Compensation Committee of the Board of Directors of Bellsouth Corporation, Hereby Amends the Plan as Follows: 1. Pursuant to Paragraphs 15.01 and 16.03 of the Plan, Individuals Who Become Employees of Westel-Milwaukee Company, Inc., or Bellsouth Mobility Inc Pursuant to Section 5.8(a) of the Exchange Agreement by and Among Bellsouth Cellular Corp., Westel- Milwaukee, Inc., United States Cellular Corporation and Others, Dated February 4, 1997, (The "Westel-Milwaukee Agreement"), Will Be Granted Net Credited Service, Vesting Service Credit and Vesting Eligibility Years for Their Service With United States Cellular Corporation and Its Affiliates Prior to the Closing of the Transaction Contemplated by the Westel-Milwaukee Agreement. the Above Amendment Shall Be Effective as of the Date This Amendment Is Approved. Approved This 31st Day of October,1997. Employees' Benefit Claim Review Committee: /S/ Richard D. Sibbernsen By: Richard D. Sibbernsen, Chairman