2003 Committee Charter : BLS

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BELLSOUTH BOARD OF DIRECTORS
EXECUTIVE NOMINATING AND COMPENSATION COMMITTEE
CHARTER
The Committee shall have responsibility for:
  • Nominating qualified persons as officers as recommended by management
  • Establishing an overall strategy with respect to compensation for officers and management to enable
    the Company to attract and retain highly qualified talent
  • Oversight of executive succession and management development plans
  • Oversight of strategic human resources issues of the corporation
    COMPOSITION OF COMMITTEE
    The Executive Nominating and Compensation Committee shall:
  • Be appointed by the Board of Directors.
  • Be composed of three or more members of the Board of Directors each of whom is independent under
    the definition set forth by the New York Stock Exchange (NYSE) and the Securities and Exchange
    Commission (SEC).
    DUTIES AND RESPONSIBILITIES NOMINATING
    1. Review the qualifications of and recommend to the full Board candidates for
    officer positions in Bands X, AA, A, BB and B, or their equivalents
    2. Review the qualifications of and approve candidates for other officer positions
    DUTIES AND RESPONSIBILITIES COMPENSATION
    3. Establish and adopt a corporate philosophy and long-term strategies governing executive
    compensation and provide oversight of the Company's program of compensation and benefits to
    ensure consistency with such philosophy and strategies
    4. Provide oversight of the Company's executive compensation plans, including incentive compensation
    and equity-based compensation plans.
  • Recommendations to the full Board for recommendation to the shareholders of the Company, as
    appropriate, regarding the establishment of new plans or the termination of existing plans
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  • Approval of amendments to such plans and recommendations to the full Board for
    recommendation to the shareholders of the Company, as appropriate, regarding material
    amendments which involve significant policy considerations
  • Delegation to management of the authority to make non-material changes to such plans, provided
    such delegation is permitted by the plan
  • Approve recommendations from the Chief Executive Officer with regard to entering into special
    compensation arrangements for officers.
    5. Review and recommend to the full Board the executive compensation structure for officers in Bands
    AA, A, BB and B, including:
  • Executive salary structure
  • The forms, levels, and terms and conditions of incentive awards, including the criteria to be used
    in determining such awards
  • The terms and conditions of nonqualified benefit programs
  • Review and approve the executive compensation structure for other officers in other
    compensation bands
    6. Review and approve management's recommendations as to individual awards to be made within the
    executive compensation structure approved by the Committee or the Board, as applicable, including
    approval of individual performance evaluations and attainment of corporate and business unit
    measurements
    7. Provide oversight of the Company's qualified employee benefit plans, including:
  • Recommendations to the full Board or the shareholders of the Company, as appropriate,
    regarding the establishment of new plans or the termination of existing plans
  • Approval of material amendments to the terms and matching contribution levels of the
    Company's employee savings plans
  • Oversight (except as to asset management) and approval of the terms of the Company's pension
    plans, including benefit levels, eligibility requirements and material plan amendment
  • Delegation to management of the authority to make non-material changes to such plans, provided
    such delegation is permitted by the plan, or changes required or made possible by changes in
    applicable laws or regulations
    8. Review and approve the Company's annual Proxy Statement as to executive compensation disclosure,
    including the Report on Executive Compensation required by the rules of the Securities and Exchange
    Commission
    9. Select, retain and/or replace, as needed, compensation and benefits consultants and other outside
    consultants to provide independent advise to the Committee. In that connection, in the event the
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    Committee retains a compensation consultant, the Committee shall have the sole authority to approve
    such consultant's fees and other retention terms.
    DUTIES AND RESPONSIBILITIES SUCCESSION PLANNING
    10. Review and approve corporate goals and objectives relevant to CEO compensation. Evaluate the
    performance of the CEO in light of these criteria (6) and, based on such evaluation, review and
    approve the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO.
    11. In consultation with the Chief Executive Officer, oversee the Company's executive succession and
    management development plans. The full Board of Directors shall approve candidates for particular
    positions, as stated in Item 2 above
    DUTIES AND RESPONSIBILITIES HUMAN RESOURCES
    12. Annually review the company's strategic human resources issues to ensure they are conducted in
    keeping with the corporation's objectives.
    DUTIES AND RESPONSIBILITIES GENERAL
    13. The Committee shall perform a review and evaluation, at least annually, of the performance to the
    Committee and its members, including by reviewing the compliance of the Committee with this
    Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this
    Charter and recommend to the Board of Directors any improvements to this Charter that the
    Committee considers necessary or valuable.
    14. Request and review such reports from management as it may require in carrying out its assigned
    responsibilities and advise the full Board of Directors as to the Committee's oversight functions
    15. Undertake from time to time such additional activities within the scope of the Committee's primary
    functions as it may deem appropriate
    As amended effective 9-23-2002.