0000732713-06-000038 Sample Contracts

FORM OF BELLSOUTH CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN ANNUAL INCENTIVE AWARD AGREEMENT
Annual Incentive Award Agreement • January 27th, 2006 • Bellsouth Corp • Telephone communications (no radiotelephone) • Georgia

BellSouth Corporation, a Georgia corporation (“BellSouth”), acting pursuant to action of the Executive Nominating and Compensation Committee of the Board of Directors (the “Compensation Committee”) and in accordance with the BellSouth Corporation Stock and Incentive Compensation Plan (the “Plan”), hereby grants to ______ (“Officer”) an Annual Incentive Award under the terms set forth in this Annual Incentive Award Agreement (“Agreement”), effective as of March 1, 2006:

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