BellSouth Agreement with KPN

Bellsouth Corp
30 January 2002

FOR MORE INFORMATION                         FOR IMMEDIATE RELEASE

Jeff Battcher [phone]

                   BELLSOUTH RESTRUCTURES AGREEMENT WITH KPN

Atlanta - January 30, 2002 - BellSouth (NYSE: BLS) and Royal KPN N.V. (AEX: KPN)
today have signed a definitive agreement restructuring their relationship. Under
the new agreement, BellSouth exchanges its 22.51% stake in German mobile
operator E-Plus into 234.7 million KPN ordinary shares. After conversion this
represents 9.42% of KPN's 2,491 million outstanding shares. As part of the
transaction BellSouth has surrendered its existing warrant on KPN shares and its
rights with regard to KPN Mobile. BellSouth expects to record a gain as a result
of this transaction; the exact amount will be determined using KPN's stock price
at the time of closing. Based on KPN's current stock price, BellSouth would
record an after tax gain of approximately $900M.


Upon closing, anticipated in 2Q02 once EU, stock exchange and other regulatory
filings have been completed and necessary approvals obtained, KPN will have full
control of E-Plus, Germany's third largest operator. The Dutch State, as a
holder of a special share, has approved the issuance of new shares to BellSouth.

Currently KPN has drawn Euro 484 million (approximately $426M) under a loan
facility provided by BellSouth. This amount is being repayed today. Upon closing
KPN will assume Euro 2.1 billion (approximately $1.85B) BellSouth loans
currently extended to E-Plus. The two parties have agreed on new terms for that
loan facility, providing for a cap at the current level of BellSouth's loans to
E-Plus. The new terms also include an accelerated amortization schedule.

About E-Plus

E-Plus was founded in 1993 and launched its DCS 1800 network in 1994. Royal KPN
N.V. announced the acquisition of a 77.49% stake in Germany's third largest
mobile operator in December 1999. BellSouth acquired options to convert its
22.51% stake into KPN Mobile or into Royal KPN NV. The customer base of E-Plus
increased from 3.5 million by the end of 1999 to 7.5 million by the end of 2001.
E-Plus is planning to launch i-mode, the Japanese mobile data product developed
by NTT DoCoMo in spring 2002. NTT DoCoMo currently has over 30 million i-mode
customers.

About BellSouth Corporation

BellSouth Corporation is a Fortune 100 communications services company
headquartered in Atlanta, GA, serving more than 45 million customers in the
United States and 15 other countries.

Consistently recognized for customer satisfaction, BellSouth provides a full
array of broadband data and e-commerce solutions to business customers,
including Web hosting and other Internet services. In the residential market,
BellSouth offers DSL high-speed Internet access, advanced voice features and
other services. BellSouth also provides online and directory advertising
services, including BellSouth(R) Real PagesSM.com.

BellSouth owns 40 percent of Cingular Wireless, the nation's second largest
wireless company, which provides innovative wireless data and voice services.



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