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Splitpair
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Cow Towne

Splitpair

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BELLSOUTH® DSL NAMED PREFERRED PROVIDER 4 DTV DSL

BELLSOUTH® FASTACCESS® DSL NAMED PREFERRED PROVIDER FOR DIRECTV DSL
CUSTOMERS IN BELLSOUTH'S NINE-STATE REGION

For Immediate Release

December 28, 2002

BellSouth and DIRECTV Broadband Sign Agreement to Minimize Disruption for
DIRECTV DSL Customers in BellSouth's Operating Area

ATLANTA and Cupertino, CA (December 28, 2002) - BellSouth (NYSE: BLS) and
DIRECTV Broadband today announced an agreement by which BellSouth®
FastAccess® DSL becomes the preferred high-speed Internet service for
DIRECTV DSL™ customers in BellSouth's nine-state operating area. The
agreement follows an announcement made by Hughes Electronics Corporation on
December 13, 2002 that DIRECTV Broadband will discontinue DIRECTV DSL
service. DIRECTV Broadband is a subsidiary of Hughes.

Under terms of the agreement, DIRECTV Broadband will exclusively recommend
that its customers in BellSouth's region, which includes Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina
and Tennessee, transition to BellSouth FastAccess DSL Internet service.
BellSouth currently provides the last-mile connectivity to DIRECTV DSL
customers in BellSouth's nine-state territory.

DIRECTV Broadband has notified its customers that the DIRECTV Broadband
network will remain operational until at least January 16, 2003.

"Since the announcement of DIRECTV Broadband's closure on December 13,
2002, our top priority has been to ensure safe harbor for our customers so
they may continue accessing their broadband services," said Ned Hayes,
President and CEO of DIRECTV Broadband. "BellSouth was one of our first
last-mile carriers and our alliance during this transition will ensure our
customers in BellSouth's service area have minimum disruption. We
encourage former DIRECTV DSL customers in BellSouth's region to take
advantage of this transition plan as soon as possible."

"BellSouth will work to ensure the smoothest transition possible for former
DIRECTV DSL customers in the Southeast," said Michael Bowling, Vice
President of DSL Marketing for BellSouth. "We have established a special
Web site and dedicated phone numbers so affected customers can transition
their service quickly. With BellSouth FastAccess DSL Internet service and
BellSouth's award-winning customer service, former DIRECTV DSL customers
can be assured of continuing the premier broadband experience they have
come to expect."

BellSouth's offer for DIRECTV DSL customers that have a residential local
phone line includes the first three months of DSL service for $19.95 per
month (for BellSouthÒ Complete ChoiceÒ customers), free modem after rebate
with 12-month commitment and $50 cash back for orders placed online. In
addition, DIRECTV DSL customers will receive free activation after rebate.
DIRECTV DSL users with a residential local phone line who switch to
BellSouth FastAccess DSL can immediately connect to the Internet and their
new email account via a dial-up connection until they are connected to DSL.

DIRECTV DSL customers with a business local phone line who switch service
to BellSouth FastAccess Business DSL will receive a free modem after rebate
with 12-month commitment, the first month of service free and a discount
off the monthly recurring charge for the subsequent eleven months. Static
IP and business speed customers will receive a discount of $30 per month
while basic, dynamic customers will receive a $20 discount per month.

DIRECTV DSL customers with a residential local phone line interested in
switching to BellSouth FastAccess DSL Internet service can get more
information, qualify their line and order service online at
»contact.bellsouth.com/di ··· ctvoffer. Customers with business local
phone lines are asked to call 1-866-887-5058. DIRECTV DSL customers can
also receive information about their service and the agreement with
BellSouth at »www.DIRECTVDSL.com.

SP