MEMORANDUM OF AGREEMENT

This agreement between the Communications Workers of America (CWA) and BellSouth  Telecommunications (BST) outlines the understanding reached by the parties in regards  to the notification of the Union of 1st quarter 2003 surplus declarations and deadline for submission of the Supplemental Income Protection Program/Expanded Supplemental Income Protection Program (SIPP/ESIPP) Expression of Interest (EOI) form for the 1st quarter 2003. 

Reduction in Force - 7.01A4

The parties agree that for the 1st quarter 2003 surplus declarations only, the Company will  notify, in writing, by the 15th of January 2003, the Vice President and appropriate State Director of the Union or their designees of all anticipated force reductions prior to the reductions.  The processing period for 1st quarter surpluses will be changed from March 31, 2003 to April 30,2003.  Additionally, the parties agree to extend the off-payroll processing period by 30 days for previously announced 1st quarter 2003 employee surpluses. 

All other provisions of this article will remain in effect.  Future surplus declaration notifications  will, absent additional agreement by the parties, be handled in accordance with 7.01A4. 

Supplemental Income Protection Program and Extended Medical Coverage-8.04A1a.

The parties further agree that for 1st quarter 2003 only, the deadline for submission of the Supplemental Income Protection Program/Expanded Supplemental Income Protection Program (SIPP/ESIPP) Expression of Interest (EOI) form will be extended from the original date of November 30, 2002 to a new date of December 31, 2002.

All other provisions of this article will remain in effect.  Future deadlines for submission of the Supplemental Income Protection Program/Expanded Supplemental Income Protection Program (SIPP/ESIPP) Expression of Interest (EOI) form will absent additional agreement by the parties, be handled in accordance with 8.04A1a.

For the Union:                                               For the Company: