0000950144-06-002042 Sample Contracts

BELLSOUTH CORPORATION and MELLON INVESTOR SERVICES LLC Rights Agent AMENDMENT NO. 2 Dated as of March 8, 2006 to RIGHTS AGREEMENT Dated November 22, 1999, as amended by Amendment No. 1 Dated as of March 2, 2005
Rights Agreement • March 9th, 2006 • Bellsouth Corp • Telephone communications (no radiotelephone)

This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of March 8, 2006 between BellSouth Corporation, a Georgia corporation (the “Company”), and Mellon Investor Services LLC (f/k/a ChaseMellon Shareholder Services, L.L.C.) (the “Rights Agent”).

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