BELLSOUTH CORPORATION STOCK PLAN
                        RESTRICTED SHARES AWARD AGREEMENT


     BellSouth  Corporation   ("BellSouth")  and  _________   ("Employee"),   in
consideration  of the mutual  covenants  set forth herein and for other good and
valuable consideration,  receipt of which is hereby acknowledged,  and intending
to be legally bound,  hereby agree to the terms of this Restricted  Shares Award
Agreement ("Agreement") as of this _____ day of ________, _____:

                  1.  Award Grant. BellSouth, acting in accordance with
the BellSouth Corporation Stock Plan (the "Plan"), hereby grants to Employee,
and Employee hereby accepts, ______________ (______) Restricted Shares of
BellSouth Corporation $1.00 par value common stock (the "Shares"), effective as
of the date above. This Award is subject to the terms and conditions of this
Agreement and to the further terms and conditions applicable to Restricted
Shares as set forth in the Plan.

     2.  Restriction  Period.  Employee's  interest  in the  ________________
Shares shall vest in accordance with the following schedule:

         Vesting Date                Number of Shares

         ____________, ______        __________________ (____) Shares
         ___________, _____          an additional ____________ (____) Shares

Employee's interest in the Shares also will vest upon any earlier termination of
employment by Employee with BellSouth or any Subsidiary, or any employer
described in Paragraph 9 of this Agreement (also referred to herein as a
"Subsidiary"), by reason of (i) death or (ii) disability, provided as a result
of such disability Employee is eligible for disability benefits under the
BellSouth Long Term Disability Plan or disability benefits under an alternative
plan maintained by Employee's employer which BellSouth determines to be
comparable to such disability benefits. In the event Employee terminates
employment with BellSouth and its Subsidiaries before a vesting date described
above (a "Vesting Date") for any reason other than those described above,
Employee shall forfeit all of his interest in the Shares to the extent not then
vested.

                  3.  Share Certificates The certificates for the Shares
(the "Certificates") shall be registered in the name of Employee. Employee,
immediately upon receipt of the Certificates, shall execute with BellSouth an
escrow agreement provided by BellSouth for this purpose substantially in the
form attached hereto (the "Escrow Agreement") and deposit the Certificates with
the escrow agent under such agreement (the "Escrow Agent") together with stock
powers appropriately endorsed in blank. After Employee becomes vested in Shares
on a Vesting Date, or earlier as provided in Paragraph 2 above, the Escrow Agent
shall release the applicable Certificate representing the number of vested
Shares to Employee (or to his beneficiary or his legal representative, if
appropriate). In the event of Employee's forfeiture of Shares under Paragraph 2
above, the Escrow Agent shall release the applicable Certificate representing
the number of forfeited Shares to BellSouth.

                  4.  Stockholder Status. Employee shall have all of the
rights of a stockholder with respect to the Shares prior to any forfeiture,
including the right to vote the Shares and to receive all regular cash dividends
paid with respect to the Shares, subject to terms of this Agreement, the Escrow
Agreement and the Plan. Notwithstanding the above, Employee shall have no right
to sell, assign, transfer, exchange or encumber or make subject to any
creditor's process, whether voluntary or involuntary or by operation of law, any
of his interest in Shares to the extent not then vested under Paragraph 2 above,
and any attempt to do so shall be of no effect. In addition, all shares of
capital stock or other securities issued with respect to or in substitution of
any Shares not then vested under Paragraph 2 above, whether by BellSouth or by
another issuer, any cash or other property received on account of a redemption
of such Shares or with respect to such Shares upon the liquidation, sale or
merger of BellSouth, and any other distributions with respect to such Shares
with the exception of regular cash dividends, shall remain subject to the terms
and conditions of this Agreement.

                  5.  Employment and Termination. Neither the Plan, this
Agreement nor the Escrow Agreement shall give Employee the right to continued
employment by BellSouth or by any Subsidiary or shall adversely affect the right
of any such company to terminate Employee's employment with or without cause at
any time.

                  6.  Securities Law Restrictions. Employee acknowledges
that the Shares shall be subject to such restrictions and conditions on any
resale and on any other disposition as BellSouth shall deem necessary or
desirable under any applicable laws or regulations or in light of any stock
exchange requirements and that the Certificates shall bear legends as determined
to be appropriate by BellSouth.

                  7.  Tax Withholding. BellSouth or any Subsidiary shall
have the right to withhold from any payment to Employee, require payment from
the Employee, or take such other action which such company deems necessary to
satisfy any income or other tax withholding or reporting requirements arising
from this Award of Restricted Shares, and Employee shall provide to any such
company such information, and pay to it upon request such amounts, as it
determines are required to comply with such requirements.

                  8.  Jurisdiction and Venue. Employee consents to the
jurisdiction and venue of the Superior Court of Fulton County, Georgia, and the
United States District Court for the Northern District of Georgia for all
purposes in connection with any suit, action, or other proceeding relating to
this Agreement or the Escrow Agreement, including the enforcement of any rights
under this Agreement or the Escrow Agreement and any process or notice of motion
in connection with such situation or other proceeding may be serviced by
certified or registered mail or personal service within or without the State of
Georgia, provided a reasonable time for appearance is allowed.

                  9.  Certain Employment Transfers. In the event Employee
is transferred to any company or business in which BellSouth directly or
indirectly owns an interest but which is not a "Subsidiary" as defined in the
Plan, then Employee shall not be deemed to have terminated his employment under
this Agreement until such time, if any, as Employee terminates employment with
such organization and, if applicable, fails to return to BellSouth or a
Subsidiary in accordance with the terms of Employee's assignment, or Employee
otherwise fails to meet the terms of Employee's assignment, at which time
Employee's deemed termination of employment shall be treated in the same manner
as a termination of employment from BellSouth or a Subsidiary under this
Agreement.

                  10.      Miscellaneous

                  (a)  Employee's rights under this Agreement can be
         modified, suspended or canceled only in accordance with the terms of
         the Plan.

                  (b)  This Agreement shall be subject to the applicable
         provisions, definitions, terms and conditions set forth in the Plan,
         all of which are incorporated by this reference in this Agreement and,
         unless defined in this Agreement, any capitalized terms in this
         Agreement shall have the same meaning assigned to those terms under the
         Plan.

                  (c)      The Plan and this Agreement shall be governed by
         the laws of the State of Georgia.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


 BELLSOUTH CORPORATION:

 By:
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EMPLOYEE:


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[Name]