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&ELLSOUTH BeIlSouth Corporation 675 West Peachtree St., N.E. Atlanta, GA 30375 PROXY/VOTING INSTRUCTION CARD L This proxy is solicited on behatf of the Board of Directors for the Annual Meeting on May 16, 1985. The undersigned hereby appoints John L. Clendenin, Marshall M. Criser and Robert M. Hearin, and each of them, proxies, with full power of s bstit tion to vote alt Common Shares of the undersigned at the Annual Meeting of Shareholders to be held May 16, 1985, and at any u u I adjournment thereof, upon all subjects that may properly come before the meeting including the matters described in the proxy statement furnished herewithin, subject to any directions indicated on the reverse side of this card. If no directions are given, the proxies will vote for the election of all listed nominees, in accord with the Directors' recommendations on the other subjects listed on the reverse of this card and at their discretion on any other matter that may properly come before the meeting. (If you have indicated any changes or voting limitations on this side of the card, please mark the "Comments" box on the other side in order to expedite processing.) Your vote for the election of Directors may be indicated on the reverse. Nominees are: Andrew F. Brimmer, Wallace R. Bunn. John L. Clendenin, Marshall M. Criser, Robert M. Hearin, Eugene L. Joyce, William O. McCoy, Edward M. O'Herron, Jr., G. Frank Purvis, Jr., Robert S. Small. Thomas R. Williams and J. Tylee Wilson. - Your vote is important! Please sign and date on the reverse and return promptly in the enclosed postage-paid envelope or otherwise to P. O. Box 44028, Jacksonville, FL 32231-9945. This card also provides voting instructions for shares held in the dividend reinvestment plan and, if registrations are identical, shares held in the various employee benefit plans. Comments: (If you have written in the above space, please mark the "Comments" box on the reverse of this card) 0 I