TRANSITION AGREEMENT
Exhibit
10-s
Transition
Agreement by and between BellSouth Corporation and
Xxxxxx de
la Xxxx dated December 29, 2003
THIS
AGREEMENT is made and entered into this 29 day of December, 2003, by and between
BellSouth Corporation, a Georgia corporation ("Company"), and Xxxxxx de la Xxxx
("Executive") (each, a "Party" and, collectively, the "Parties"):
REASONS
FOR THIS AGREEMENT. Executive has been employed by Company and its Affiliated
Companies since 1974. During his tenure, Executive has served in a variety of
senior capacities and currently serves as Company's President - Latin America
Operations with overall responsibility for Company's operations in Argentina,
Uruguay, Colombia, Venezuela, Chile, Peru, Ecuador, Panama, Nicaragua and
Guatemala.
Executive's
previous assignments include having served as Company's President of Broadband
and Internet Services with overall responsibility for the deployment, marketing
and operations of broadband services, internet services and data support. Prior
to that assignment, Executive was responsible for BellSouth Telecommunications,
Inc.'s network operations in selected states.
Company
and SBC Communications Inc. combined their respective domestic mobile wireless
voice and data services businesses in 2000 into the newly-formed entities
Cingular Wireless LLC and Cingular Wireless Management Corp. (together with
their subsidiary companies, collectively referred to herein as
"Cingular"). Company now desires to have Executive join Cingular as
its Chief Operating Officer, a move that will require termination of Executive's
employment with Company. Through this Agreement, Company desires, in part, to
provide certain transition benefits and severance protections to Executive.
Executive has agreed to accept this assignment to Cingular and now intends to
separate from employment with Company on December 30, 2003, and thereafter to
join Cingular.
Executive
acknowledges that Company and Affiliated Companies have disclosed or made
available and in the future will disclose and make available Confidential
Information to Executive, which could be used by Executive to Company's or
Affiliated Companies' detriment. 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.
1. RESIGNATION
FROM BELLSOUTH. Executive separates and resigns from employment with Company and
any position Executive holds with any Affiliated Company effective December 30,
2003.
2. BELLSOUTH
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.
(a) Executive's
transition to Cingular shall not be deemed to trigger a termination of
employment with Company for purposes of the BellSouth Corporation Supplemental
Executive Retirement Plan ("SERP"). Furthermore, Executive shall not
be deemed to have terminated employment for purposes of SERP until such time as
Executive's employment with Cingular terminates (or, if Executive leaves
Cingular to accept employment without a break in service with another
Participating Company, Affiliate or Interchange Company (as such terms are
defined in SERP), Executive's employment shall not be deemed to have terminated
for purposes of SERP before the earliest date on which Executive is no longer
employed by any such entity).
(b) Executive
shall continue to participate in SERP for purposes of all benefits provided by
SERP and to accrue benefits under SERP for his full period of service with
Cingular as if he remained employed by Company. Company shall calculate
Executive's SERP benefits by reference to his combined period of service
otherwise recognized under SERP plus his period of Cingular service; by
reference to compensation paid to Executive by Cingular with respect to his
period of service at Cingular; and, to the extent applicable, by reference to
compensation paid to him by Company with respect to his period of service with
Company and other Affiliated Companies. In addition to offsets provided in SERP,
Executive's benefits under SERP shall also be reduced by any benefits payable to
him under any one or more tax-qualified or non-qualified defined benefit pension
plans, excess plans, make-up plans or supplemental executive retirement plans at
Cingular. In determining Executive's SERP benefits accrued while at Cingular,
Company shall make such additional adjustments in the administration of SERP and
the calculation of Executive's benefits thereunder as shall be necessary and
appropriate to take into account Cingular's compensation and employment
practices.
3. TERMINATION
ALLOWANCE.
(a) In
the event Executive's employment with Cingular is terminated under circumstances
described in Section 3(b) below, Company shall pay to Executive (or, in the
event of Executive's death, to his estate) 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 his employer's short term bonus plan
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 (A) the
amounts of any before-tax contributions made by Executive from such salary to
any tax-qualified cash or deferred arrangement sponsored by his employer, and
(B) the amount of any other deferrals of such salary under any nonqualified
deferred compensation plan(s) maintained by his employer.
(b) Executive's
employment shall be deemed to have been terminated under circumstances described
in this Section 3(b) only if:
(i) (A)
Executive's employment is terminated either by Cingular other than for Cause, or
by Executive for Good Reason; (B) Executive shall within thirty (30) days
following such termination of employment have notified Company of his desire to
return to Company, and within thirty (30) days following such notification
Company shall have failed to offer to Executive employment with Company or a
subsidiary or affiliate of Company in a "comparable" position (as defined
below); and (C) Executive executes a supplemental release, substantially in the
form of the release agreement attached to this Agreement as Exhibit "A" (the
"Release Agreement"), which is incorporated herein by this
reference;
(ii) Executive's
employment is terminated by reason of Executive's Disability, and Executive
executes a Release Agreement; or
(iii) Executive's
employment is terminated by reason of Executive's death.
For
purposes of clause (i) above, a "comparable" position shall mean a position (1)
providing Base Salary and a standard or target short term bonus no less than
those provided to Executive immediately prior to his termination of employment
with Cingular (and disregarding any previous diminution in such amounts which
did or would have constituted Good Reason under this Agreement); (2) reporting
to Company's Chief Executive Officer; (3) providing types and amounts of other
compensation and benefits comparable to those provided to other similarly
situated Company officers; and (4) not requiring relocation outside the Atlanta,
Georgia, metropolitan area.
4. DISCHARGE
AND WAIVER. 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.
5. COVENANT
NOT TO XXX. 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 4, 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 4, such charge or lawsuit will not
be considered a breach of this Section 5.
6. CONFIDENTIAL
INFORMATION. Executive agrees to protect Confidential Information from misuse or
unauthorized disclosure. In addition to complying with all applicable laws
governing trade secret and confidential information disclosure, Executive will
not (i) use, except in connection with work for Company or Affiliated Companies,
or threaten to use, or (ii) disclose, communicate or give others access to
(orally, in writing, electronically or digitally) or threaten to disclose,
communicate or give other access to any Confidential Information. For purposes
of this Agreement, "Confidential Information" shall mean information, whether
generated internally or externally, whether in written, oral, digital,
electronic or any other form or format, relating to Company's or Affiliated
Companies' businesses that 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 that is not a trade secret three (3)
years after termination of Executive's employment with Company, but shall
continue to include trade secrets as long as information remains a trade secret
under applicable law. Executive acknowledges that any use of, reliance upon,
disclosure or other misappropriation of Confidential Information inconsistent
with the terms of this Agreement (including without limitation acceptance by
Executive of a position in which the inevitability of such use, reliance,
disclosure or misappropriation is reasonably anticipated) would result in
material and irreparable damage and injury to Company or Affiliated
Companies.
7. LIMITATION
ON COMPETITION. In consideration of the additional payments, benefits and other
rights that are being provided to Executive under this Agreement, during the one
(1) year period following the Effective Date, Executive agrees not to provide
any "Services" (as defined in the third paragraph of this Section 7) to any
Person that competes directly with Company or any Affiliated Companies, whether
Executive provides the Services as an employee, consultant, independent
contractor, advisor or director. After the termination of Executive's
employment, the foregoing covenant shall restrict
Executive's
actions only with respect to competition in the Territory.
For
purposes of this Agreement, the term "Territory" shall mean the geographical
territory consisting of (i) those territories in the countries of Argentina,
Uruguay, Colombia, Venezuela, Chile, Peru, Ecuador, Panama, Nicaragua and
Guatemala described in Exhibit "B" attached hereto and incorporated by reference
herein and (ii) those counties and parishes in the states of Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and
Tennessee listed on Exhibit "B", which the Parties acknowledge represents
geographical territories in which Executive, as of the Effective Date, has (or
has had) responsibility for providing Services to Company or Affiliated
Companies. The Parties also acknowledge that the entire Territory consists of
geographical territories in which Company and Affiliated Companies, directly or
indirectly, are conducting business on the Effective Date. In an effort to
impose reasonable limitations on the scope of the Territory, Company has not
required that Executive comply with the covenant in this Section 7 in all
geographical areas where Company and Affiliated Companies are licensed to
conduct business and are conducting business, even though the Parties
acknowledge that Executive is performing Services throughout that entire area.
Executive agrees that because of the widespread nature of Company's business,
Executive's engaging in competitive activity anywhere in the Territory would
irreparably injure Company or Affiliated Companies and that, therefore, a more
limited geographic restriction is neither feasible nor appropriate.
For
purposes of this Agreement, the term "Services" shall mean services which
Executive as of the Effective Date is responsible for providing to Company and
Affiliated Companies, which Executive acknowledges consists of providing
management, administrative and advisory services related to business planning
and operations with respect to the communications services business, consisting
of wireline (local exchange, exchange access and intraLATA toll)
telecommunications services, systems and products, wireless (cellular, personal
communications service, and mobile data) communications services, systems and
products, electronic commerce or communications (internet and web based
applications), data transmission and networking, entertainment services, systems
and products, paging services, systems and products, and telecommunications
directory advertising and publishing.
Executive
represents and warrants that Executive's education, training and experience are
such that this Section 7 will not jeopardize or significantly interfere with
Executive's ability to secure other gainful employment.
8. 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.
9. CONSEQUENCES
OF BREACH OF AGREEMENT BY EXECUTIVE. Executive agrees that he will reimburse
Company and Affiliated Companies for any and all attorneys' fees incurred by
Company and Affiliated Companies arising out of Executive's breach or threatened
breach of any provision of this Agreement. Executive also understands
that his entitlement to and retention of the benefits provided to Executive
under this Agreement are expressly conditioned upon his fulfillment of the terms
and conditions of the Agreement, and Executive agrees, to the extent permitted
or required by law, immediately to return or repay the amounts he has received
under this Agreement from Company in excess of One Hundred Dollars ($100.00)
upon Executive's breach of any provision of this Agreement. Although, as
provided in Section 5 of this Agreement, the filing of a charge or a lawsuit
under the Age Discrimination in Employment Act (ADEA) to challenge the validity
of the Agreement will not be considered a breach, the severance and other
benefits paid to Executive under this Agreement may serve as restitution,
recoupment, and/or setoff in the event Executive prevails on the merits of such
claim.
10. 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.
11. ARBITRATION.
Except for the right to seek temporary restraint or interim injunctive relief
from a court of competent jurisdiction (as provided in Section 10, any dispute,
controversy or claim arising out of or relating to this Agreement, or the
breach, termination or invalidity of any provision hereof (collectively, a
"Claim") shall be settled by arbitration pursuant to the National Rules for the
Resolution of Employment Disputes 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 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.
The
Parties indicate their acceptance of the foregoing arbitration requirement by
initialing below:
RDS
RDV
Company Executive
12. 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.
13. ENTIRE
AGREEMENT; PREVIOUS AGREEMENT. This Agreement and all exhibits to this Agreement
(which are incorporated into the Agreement by reference) contain the entire
agreement between the Parties and no statements, promises or inducements made by
either Party, 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 the terms of Company benefit plans and agreements between
the Parties entered into pursuant to such plans only to the extent the
provisions of such plans and related agreements are inconsistent with this
Agreement and other provisions of such plans and related agreements not
inconsistent with this Agreement are not affected. This Agreement may not be
enlarged, modified or altered except in writing signed by the
Parties.
14. 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.
15. 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 to Company or Executive at the
address reflected on Exhibit "C" attached hereto and incorporated by herein by
this reference.
16. 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.
17. 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.
18. GOVERNING
LAW; CONSULTATION WITH COUNSEL. 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. Executive further
acknowledges that he is a sophisticated businessperson and that given his
opportunity to review, negotiate and reject this Agreement, has bargaining power
equal to that of Company. Therefore, the provisions of this Agreement shall not
be construed against Company.
19. DEFINITIONS.
For purposes of this Agreement, the following terms shall have the meaning
specified below:
(a) "AFFILIATED
COMPANIES" shall mean those subsidiaries and affiliates of Company listed on
Exhibit "D" attached hereto and incorporated herein by this reference and any
direct successors to those companies through acquisition or merger or by way of
name change.
(b) "BASE
SALARY" shall have the meaning ascribed to such term in Section 3 of this
Agreement.
(c) "CAUSE"
shall mean Executive's (i) engaging in an act (or acts) of willful dishonesty
involving Cingular, Company or other Affiliated Companies or their business(es)
that is demonstrably injurious to Cingular, Company or other Affiliated
Companies; or (ii) conviction of a crime classified as a felony.
(d) "CONFIDENTIAL
INFORMATION" shall have the meaning ascribed to such term in Section 6 of this
Agreement.
(e) "DISABILITY"
shall mean an illness, injury or other incapacity which qualifies Executive for
long-term disability benefits under the principal management long-term
disability plan of Company.
(f) "EFFECTIVE
DATE" shall mean the date on which this Agreement is executed by the Parties as
set forth on page 1 hereinabove.
(g) "GOOD
REASON" shall mean, without Executive's express written consent, any of the
following circumstances: (i) a material diminution in the status or
responsibilities of Executive's position from those which existed immediately
prior to such diminution; (ii) a reduction in Executive's Base Salary 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; (iii) Executive
becoming entitled to types or amounts of other compensation and benefits which
are materially less (or materially less valuable) than the types or amounts of
such compensation and benefits provided to other similarly situated officers; or
(iv) a change in the principal place of Executive's employment requiring
relocation outside the Atlanta, Georgia, metropolitan area.
(h) "PERSON"
shall mean any individual, corporation, limited liability entity, bank,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, governmental or other legal or business
entity.
(i) "SERP"
shall mean the BellSouth Corporation Supplemental Executive Retirement Plan, as
amended from time to time.
(j) "SERVICES"
shall have the meaning ascribed to such term in Section 7 of this
Agreement.
(k) "TERRITORY"
shall have the meaning ascribed to such term in Section 7 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
Xxxxxx de
la
Xxxx By:
Xxxxxxx X. Xxxxxxxxxx
-------------------------- -----------------------------------
Xxxxxx de
la
Xxxx Title:
Vice President - Human Resources
EXHIBIT
"A"
RELEASE
AGREEMENT
For
and in consideration of the mutual promises contained in the Agreement entered
into on the __ day of __________, 2003, between Xxxxxx de la Xxxx ("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 __________, 20__, 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___.
________________________________
XXXXXX
DE LA XXXX
A-1
EXHIBIT
"B"
GEOGRAPHIC
TERRITORY
LATIN
AMERICA
Argentina
(Nationwide)
Chile
(Nationwide)
Colombia
(Nationwide)
Ecuador
(Nationwide)
Guatemala
(Nationwide)
Nicaragua
(Managua and the Pacific Coast)
Panama
(Nationwide)
Peru
(Nationwide)
Uruguay
(Abiatar - Coastal Corridor)
Venezuela
(Nationwide)
UNITED
STATES
Alabama: Jefferson
and Shelby Counties (Birmingham)
Mobile County (Mobile)
Florida: Broward
and Dade Counties (Miami-Ft. Lauderdale)
Palm
Beach County (West Palm Beach)
Georgia: Xxxxxx,
DeKalb, Xxxx and Gwinnett Counties (Atlanta)
Kentucky: Jefferson
County (Louisville)
Louisiana: Jefferson
and Orleans Parishes (New Orleans)
East
Baton Rouge, Ascension and Xxxxxxxxxx Parishes
(Baton
Rouge)
Mississippi: Xxxxx,
Madison and Xxxxxx Counties (Xxxxxxx)
North
Carolina: Mecklenburg County (Charlotte)
Wake
County (Raleigh)
South
Carolina: Xxxxxxxx, Greenville and Spartanburg Counties
(Greenville)
Richland
and Lexington Counties (Columbia)
Tennessee: Davidson
County (Nashville)
Shelby
County (Memphis)
B-1
EXHIBIT
"C"
NOTICES
To
Company: Xxxxxxx X. Xxxxxx
Executive
Vice President and
General
Counsel
BellSouth
Corporation
Suite
2002
0000
Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx,
Xxxxxxx 00000-0000
To
Executive: Xxxxxx de la Xxxx
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxx 00000
C-1
EXHIBIT
"D"
Domestic
BellSouth
Telecommunications, Inc.
BellSouth
Enterprises, Inc.
Cingular
Wireless LLC
BellSouth
Long Distance, Inc.
BellSouth
Advertising & Publishing Corporation
X.X.
Xxxxx and Company (d/b/a The Xxxxx Company)
International
Abiatar
S.A.
BellSouth
Chile S.A.
BellSouth
Colombia S.A.
BellSouth
Comunicaciones S.A.
BellSouth
Guatemala y Compania, S.C.A.
BellSouth
International, Inc.
BellSouth
Inversiones S.A.
BellSouth
Panama S.A.
BellSouth
Peru, S.A.
BellSouth
Shanghai Centre, Ltd.
CellCom
Israel Ltd.
Compania
de Radiocomunicaciones Moviles S.A.
Compania
de Telefonos del Plata S.A.
Otecel
S.A.
SONOFON
A/S
StarMedia
Network, Inc.
Telcel
C.A.
Telefonia
Celular de Nicaragua, S.A.
D-1
