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Corporate Governance

BellSouth Corporation Board of Directors

BellSouth’s Board of Directors consists of eleven members, nine of whom are non-management directors. The Board has determined that all directors, except the Chairman of the Board and the Chief Executive Officer and the President and Chief Operating Officer, meet the standards of independence established by the listing standards of the New York Stock Exchange, regulations promulgated pursuant to the Sarbanes-Oxley Act of 2002 and as outlined in the Company’s Corporate Governance Principles. To find out more about the Board of Directors, read below.

F. Duane Ackerman
Age in 2006: 64
F. Duane Ackerman

Chairman of the Board and CEO

BellSouth Corporation - Atlanta, GA

Director since 1993, and from 1989-1991.

Board Committees:
Executive (Chair)

President, 1996 - 2005; Vice Chairman of the Board, President and Chief Executive Officer, 1996-1997; Vice Chairman of the Board and Chief Operating Officer, 1995-1996; President and Chief Executive Officer, BellSouth Telecommunications, Inc., 1992-1994. Director of Allstate Corporation.
Reuben V. Anderson
Age in 2006: 64
Reuben V. Anderson

Partner

Phelps Dunbar, LLP - Jackson, MS
Law firm

Director since 1994.

Board Committees:
Executive
Finance/Strategic Planning
Public Policy (Chair)

Independent

Mississippi Supreme Court Justice, 1985-1990. Director of The Kroger Company and Trustmark Corporation.
James H. Blanchard
Age in 2006: 65
James H. Blanchard Retired Chairman and CEO

Synovus Financial Corp. - Columbus, GA
Bank holding company

Director since 1994.

Board Committees:
Finance/Strategic Planning
Public Policy

Independent and Audit Committee Financial Expert

Chief Executive Officer, Synovus Financial Corp., 1986-2005. Director of BellSouth Telecommunications, Inc., 1988-1994. Director of Synovus Financial Corp.; and Total System Services, Inc.
J. Hyatt Brown
Age in 2006: 69
J. Hyatt Brown

Chairman of the Board and CEO

Brown & Brown, Inc. - Daytona Beach, FL
Insurance services company

Director since 1994.

Board Committees:
Audit

Independent and Audit Committee Financial Expert

Director of BellSouth Telecommunications, Inc., 1984-1994. Director of FPL Group, Inc.; International Speedway Corporation; Rock-Tenn Company; and SunTrust Banks Inc.
Armando M. Codina
Age in 2006: 60
Armondo M. Codina

Chairman of the Board
Codina Group, Inc. - Coral Gables, FL

President and CEO
Flagler Development Company - Coral Gables, FL

Real estate development companies

Director since 1992.

Board Committees:
Finance/Strategic Planning (Chair)
Public Policy
Executive

Independent

Director of BellSouth Telecommunications, Inc., 1989-1992. Director of AMR Corporation; Burger King Holdings, Inc.; General Motors Corporation; and Merrill Lynch & Co., Inc.
Mark L. Feidler
Age in 2006: 50
Armondo M. Codina

President and Chief Operating Officer

BellSouth Corporation - Atlanta, GA

Director since July 2005.

President, 7/2005; Chief Operating Officer since 1/2005; Chief Staff Officer, 2004; President – Wireless Services, 4/2000–12/2001. Chief Operating Officer, Cingular Wireless LLC, 8/2000–12/2003.
Kathleen F. Feldstein, PhD
Age in 2006: 65
Kathleen F. Feldstein

President, Economic Studies, Inc.

Belmont, MA
Private economics consulting firm

Director since 1998.

Board Committees: Audit

Independent

Director of BlackRock Closed End Funds and The McClatchy Company.
James P. Kelly
Age in 2006: 63
James P. Kelly

Retired Chairman of the Board and CEO

United Parcel Service, Inc.
A global express carrier and package distribution logistics company

Director since April 2000.

Board Committees:
Director Nominating and Corporate Governance
Executive
Executive Nominating and Compensation (Chair)

Independent and Audit Committee Financial Expert

Vice Chairman and Chief Operating Officer, United Parcel Service of America, Inc., 1996-1997. Director of Dana Corporation; Hewitt Associates, Inc.; and United Parcel Service, Inc.
Leo F. Mullin
Age in 2006: 63
Leo F. Mullin

Retired Chairman of the Board and Chief Executive Officer

Delta Air Lines, Inc. - Atlanta, GA
Air transportation company

Director since 1998.

Board Committees:
Director Nominating and Corporate Governance (Chair)
Executive
Executive Nominating and Compensation

Independent and Audit Committee Financial Expert

Provides consulting services as a Senior Advisor to Goldman Sachs Capital Partners, New York, New York. Director of Johnson & Johnson.
Robin B. Smith
Age in 2006: 67
Robin B. Smith

Chairman of the Board

Publishers Clearing House
Direct Marketing Company

Director since 1994.

Board Committees:
Director Nominating and Corporate Governance
Executive Nominating and Compensation

Independent and Audit Committee Financial Expert

Director of the High Yield Plus Fund, Inc. and independent chair and director of Jennison/Dryden and Strategic Partners mutual funds, both administered by Prudential Investments LLC.
William S. Stavropoulos
Age in 2006: 67
William S. Stavropoulos

Retired Chairman of the Board

The Dow Chemical Company - Midland, MI
Chemical manufacturing company

Director since 1997.

Board Committees:
Audit (Chair)
Executive

Independent and Audit Committee Financial Expert

Director of Chemical Financial Corp.; Fidelity Group of Funds; Maersk, Inc.; and NCR Corporation.

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