BELLSOUTH CORP
EXHIBIT 10-UU
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>form8k93004ex10uu.txt
<DESCRIPTION>EXHIBIT 10-UU
<TEXT>
                                                                   Exhibit 10-uu

                                                      RESTRICTED STOCK AGREEMENT
                                                             RETIREMENT ELIGIBLE




                         BELLSOUTH CORPORATION STOCK AND
                           INCENTIVE COMPENSATION PLAN
                        RESTRICTED STOCK AWARD AGREEMENT



         BellSouth Corporation, a Georgia corporation ("BellSouth"), acting
pursuant to action of its Board of Directors and in accordance with the
BellSouth Corporation Stock and Incentive Compensation Plan (the "Plan"), hereby
grants to          ("Employee") Restricted Stock under the terms set forth in
this Restricted Stock Award Agreement ("Agreement"), effective as of
____________:


                  1. Award Grant. BellSouth grants to Employee
shares of Restricted Stock of BellSouth Corporation $1.00 par value common stock
(the "Shares"), effective as of the date above (the "Award"). This Award is
subject to the terms and conditions of this Agreement, and to the further terms
and conditions applicable to Restricted Stock as set forth in the Plan.

                  2. Restriction Period.

                  (a) Vesting Schedule. Employee's interest in the Shares shall
         vest in accordance with the following schedule:

                            Vesting Date          Number of Shares

                           ______________                        shares

                           ______________                        shares

                           ______________         an additional          shares

                  (b) Death or Disability. Employee's interest in the Shares
         also will vest upon any earlier termination of employment by Employee
         with BellSouth or any Subsidiary, or any employer described in
         Paragraph 9 (also referred to herein as a "Subsidiary"), by reason of
         (i) death or (ii) "Disability" (as defined in the Plan).

                  (c) Change in Control. Employee's interest in the Shares also
         will vest upon any earlier termination of employment with BellSouth or
         any Subsidiary (without transfer to or reemployment by BellSouth or any
         other Subsidiary) within two (2) years after the occurrence of a
         "Change in Control" (as defined in the Plan), unless such termination
         is (i) by BellSouth or a Subsidiary for "Cause" (as defined in the
         Plan) or (ii) by Employee other than for "Good Reason" (as defined in
         the Plan).

                  (d) Forfeiture. In the event Employee terminates employment
         with BellSouth and its Subsidiaries, other than in a manner described
         in Section 2(b) or 2(c) and before Employee's interest in the Shares is
         fully vested under this Paragraph 2 above, Employee shall forfeit all
         of his interest in the Shares to the extent not then vested.


                  3. Shares. The Shares shall be registered in the name of
Employee and shall be held by BellSouth's transfer agent. After Employee becomes
vested in Shares as provided in Paragraph 2 above, BellSouth shall cause the
transfer agent to release the number of vested Shares to Employee (or to his
Beneficiary or his legal representative, if appropriate). In the event of
Employee's forfeiture of Shares under Paragraph 2 above, BellSouth shall cause
the transfer agent to release the number of forfeited Shares to BellSouth.

<PAGE>

                                                      RESTRICTED STOCK AGREEMENT
                                                             RETIREMENT ELIGIBLE

                  4. Stockholder Status. Employee shall have all of the rights
of a stockholder with respect to the Shares prior to any forfeiture, including
the right to vote the Shares and to receive all regular cash dividends paid with
respect to the Shares, subject to terms of this Agreement and the Plan.
Notwithstanding the above, Employee shall have no right to sell, assign,
transfer, exchange or encumber or make subject to any creditor's process,
whether voluntary or involuntary or by operation of law, any of his interest in
the Shares to the extent not then vested under Paragraph 2 above, and any
attempt to do so shall be of no effect. In addition, all shares of capital stock
or other securities issued with respect to or in substitution of any Shares not
then vested under Paragraph 2 above, whether by BellSouth or by another issuer,
any cash or other property received on account of a redemption of such Shares or
with respect to such Shares upon the liquidation, sale or merger of BellSouth,
and any other distributions with respect to such Shares with the exception of
regular cash dividends, shall remain subject to the terms and conditions of this
Agreement in the same manner and to the same extent as the Shares in respect of
which they were issued or distributed.

                  5. Employment and Termination. Neither the Plan nor this
Agreement shall give Employee the right to continued employment by BellSouth or
by any Subsidiary or shall adversely affect the right of any such company to
terminate Employee's employment with or without cause at any time.

                  6. Securities Law Restrictions. Acceptance of this Agreement
shall be deemed to constitute Employee's certification that he is acquiring the
Shares for his own account and that he has no present intention to sell or
otherwise dispose of any of the Shares and Employee's acknowledgement that the
Shares shall be subject to such restrictions and conditions on any resale and on
any other disposition as BellSouth shall deem necessary or desirable under any
applicable laws or regulations or in light of any stock exchange requirements
and that the Shares shall be subject to such legends as are determined to be
appropriate by BellSouth.

                  7. Tax Withholding. BellSouth or any Subsidiary shall have the
right to withhold from any payment to Employee, require payment from Employee,
or take such other action which such company deems necessary to satisfy any
income or other tax withholding or reporting requirements arising from this
Award of Restricted Stock, and Employee shall provide to any such company such
information, and pay to it upon request such amounts, as it determines are
required to comply with such requirements.

                  8. Jurisdiction and Venue. Acceptance of this Agreement shall
be deemed to constitute Employee's consent to the jurisdiction and venue of the
Superior Court of Fulton County, Georgia, and the United States District Court
for the Northern District of Georgia for all purposes in connection with any
suit, action, or other proceeding relating to this Agreement , including the
enforcement of any rights under this Agreement and any process or notice of
motion in connection with such situation or other proceeding may be serviced by
certified or registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.

                  9. Certain Employment Transfers. In the event Employee is
transferred to any company or business in which BellSouth directly or indirectly
owns an interest but which is not a "Subsidiary" as defined in the Plan, then
Employee shall not be deemed to have terminated his employment under this
Agreement until such time, if any, as Employee terminates employment with such
organization and, if applicable, fails to return to BellSouth or a Subsidiary in
accordance with the terms of Employee's assignment, or Employee otherwise fails
to meet the terms of Employee's assignment, at which time Employee's deemed
termination of employment shall be treated in the same manner as a termination
of employment from BellSouth or a Subsidiary under this Agreement.

                  10. Miscellaneous.

                  (a) Employee's rights under this Agreement can be modified,
         suspended or canceled only in accordance with the terms of the Plan.

<PAGE>

                                                      RESTRICTED STOCK AGREEMENT
                                                             RETIREMENT ELIGIBLE


                  (b) This Agreement shall be subject to the applicable
         provisions, definitions, terms and conditions set forth in the Plan,
         all of which are incorporated by this reference in this Agreement and,
         unless defined in this Agreement, any capitalized terms in this
         Agreement shall have the same meaning assigned to those terms under the
         Plan.

                  (c) The Plan and this Agreement shall be governed by the laws
         of the State of Georgia.


         IN WITNESS WHEREOF, BellSouth has executed this Agreement as of the
date first above written.


                                       BELLSOUTH CORPORATION:


                                       By:
                                           -------------------------------------

                                       Title:   Vice President - Human Resources




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