EXHIBIT 10jj-2

                                    BELLSOUTH
                       OFFICER COMPENSATION DEFERRAL PLAN





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                  BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN
                                TABLE OF CONTENTS



BACKGROUND AND PURPOSE.......................................................1



ARTICLE I  DEFINITIONS.......................................................2


1.1     "Account"............................................................2

1.2     "Affiliate"..........................................................2

1.3     "Annual Bonus".......................................................2

1.4     "Base Salary"........................................................2

1.5     "BellSouth"..........................................................2

1.6     "Beneficiary"........................................................2

1.7     "Board"..............................................................2

1.8     "Bonus Deferral Election"............................................2

1.9     "Business Day".......................................................2

1.10    "Code"...............................................................3

1.11    "Company Stock"......................................................3

1.12    "Compensation".......................................................3

1.13    "Credited Interest Rate".............................................3

1.14    "Deferral Contributions".............................................3

1.15    "Deferral Election"..................................................3

1.16    "Effective Date".....................................................3

1.17    "Election Deadline"..................................................3

1.18    "Election Package"...................................................4

1.19    "Eligible Executive".................................................4

1.20    "ERISA"..............................................................4

1.21    "Financial Hardship".................................................4

1.22    "Interest Income Option".............................................5

1.23    "Interest Income Subaccount".........................................5

1.24    "Investment Election"................................................5

1.25    "Investment Options".................................................5

1.26    "Mutual Fund"........................................................5

1.27    "Mutual Fund Option".................................................5

1.28    "Mutual Fund Subaccount".............................................5

1.29    "Participant"........................................................5

1.30    "Participating Company"..............................................5

1.31    "Performance Period".................................................5

1.32    "Performance Share Award"............................................6

1.33    "Performance Share Deferral Election"................................6

1.34    "Performance Share Payment"..........................................6

1.35    "Plan"...............................................................6

1.36    "Plan Administrator".................................................6

1.37    "Plan Year"..........................................................6

1.38    "Short Term Bonus Plan"..............................................6

1.39    "Stock/Interest Option"..............................................6

1.40    "Stock Plan".........................................................6

1.41    "Stock Unit".........................................................6

1.42    "Stock Unit Option"..................................................6

1.43    "Stock Unit Subaccount"..............................................7

1.44    "Valuation Date".....................................................7


ARTICLE II  ELIGIBILITY AND PARTICIPATION....................................8


2.1     Annual Participation.................................................8

2.2     Interim Plan Year Participation......................................8

2.3     Election Procedures..................................................8

2.4     Cessation of Eligibility.............................................8


ARTICLE III  PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS.................10


3.1     Participants' Accounts..............................................10
   (a)    Establishment of Accounts.........................................10
   (b)    Nature of Contributions and Accounts..............................10
   (c)    Several Liabilities...............................................10
   (d)    General Creditors.................................................10

3.2     Deferral Contributions..............................................10
   (a)    Effective Date....................................................10
   (b)    Term..............................................................11
   (c)    Base Salary Deferral Election Amount..............................11
   (d)    Bonus Deferral Election Amount....................................12
   (e)    Performance Share Deferral Election Amount........................12
   (f)    Revocation........................................................12
   (g)    Crediting of Deferred Compensation................................12

3.3     Deferral Elections and Multiple Participating Companies.............13

3.4     Termination Under Severance Arrangement.............................14

3.5     Vesting.............................................................14

3.6     Debiting of Distributions...........................................14


ARTICLE IV  DETERMINATION AND CREDITING OF INVESTMENT RETURN................15

4.1     General Investment Parameters.......................................15

4.2     Participant Direction of Deemed Investments.........................15
   (a)    Nature of Participant Direction...................................15
   (b)    Investment of Contributions.......................................15
   (c)    Investment of Existing Account Balances...........................16
   (d)    Investment Subaccounts............................................17

4.3     Stock Unit Option...................................................17
   (a)    Stock Unit Subaccount.............................................17
   (b)    Cash Dividends....................................................17
   (c)    Adjustments.......................................................17

4.4     Interest Income Option..............................................18
   (a)    Interest Income Subaccount........................................18
   (b)    Crediting of Deemed Interest......................................18

4.5     Mutual Fund Option..................................................18
   (a)    Mutual Funds......................................................18
   (b)    Mutual Fund Subaccount............................................19
   (c)    Crediting of Earnings.............................................19

4.6     Good Faith Valuation Binding........................................19

4.7     Errors and Omissions in Accounts....................................19


ARTICLE V  PAYMENT OF ACCOUNT BALANCES......................................20

5.1     Benefit Amounts.....................................................20
   (a)    Benefit Entitlement...............................................20
   (b)    Valuation of Benefit..............................................20
   (c)    Conversion of Stock Units into Dollars............................20

5.2     Elections of Timing and Form........................................20
   (a)    Timing............................................................20
   (b)    Form of Distribution..............................................20
   (c)    Multiple Selections...............................................21

5.3     Benefit Payments to a Participant...................................21
   (a)    Timing............................................................21
   (b)    Form of Distribution..............................................21
   (c)    Valuation of Single Sum Payments..................................21
   (d)    Valuation of Installment Payments.................................21

5.4     Death Benefits......................................................22
   (a)    General...........................................................22
   (b)    Valuation.........................................................22

5.5     Withdrawals.........................................................22
   (a)    Hardship Withdrawals..............................................22
   (b)    Withdrawals with Forfeiture.......................................23

5.6     Beneficiary Designation.............................................23
   (a)    General...........................................................23
   (b)    No Designation or Designee Dead or Missing........................23
   (c)    Death of Beneficiary..............................................24

5.7     Taxes...............................................................24


ARTICLE VI  CLAIMS..........................................................25

6.1     Initial Claim.......................................................25

6.2     Appeal..............................................................25

6.3     Satisfaction of Claims..............................................25


ARTICLE VII  SOURCE OF FUNDS................................................26


ARTICLE VIII  PLAN ADMINISTRATION...........................................27

8.1     Action by the Plan Administrator....................................27
   (a)    Individual Administrator..........................................27
   (b)    Administrative Committee..........................................27

8.2     Rights and Duties of the Plan Administrator.........................27

8.3     Bond; Compensation..................................................28


ARTICLE IX  AMENDMENT AND TERMINATION.......................................29

9.1     Amendments..........................................................29

9.2     Termination of Plan.................................................29

9.3     Limitation on Authority.............................................29
   (a)    Plan Amendments...................................................29
   (b)    Plan Termination..................................................29
   (c)    Opinions of Counsel...............................................30


ARTICLE X  MISCELLANEOUS....................................................31


10.1    Taxation............................................................31

10.2    Withholding.........................................................31

10.3    No Employment Contract..............................................31

10.4    Headings............................................................31

10.5    Gender and Number...................................................31

10.6    Assignment of Benefits..............................................31

10.7    Legally Incompetent.................................................31

10.8    Entire Document.....................................................31

10.9    Governing Law.......................................................31


EXHIBIT A..................................................................A-1





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                  BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN


         Effective as of the 1st day of January, 2002, BellSouth Corporation
("BellSouth") established the BellSouth Officer Compensation Deferral Plan (the
"Plan"). The Plan is hereby amended and restated in its entirety effective as of
the 1st day of April, 2003.


                             BACKGROUND AND PURPOSE


         A. Goal. BellSouth desires to provide its executives, and those of its
affiliated companies that participate in the Plan, with an opportunity (i) to
defer the receipt and income taxation of a portion of such executives'
compensation; and (ii) to receive an investment return on those deferred amounts
based on either (A) the return of BellSouth stock, an indexed rate of interest,
or a combination of the two, or (B) for executives who satisfy BellSouth's stock
ownership guidelines, the return of a selected group of mutual and other
investment funds.

         B. Purpose. The purpose of the Plan is to set forth the terms and
conditions under which these deferrals may be made and deemed invested and to
describe the nature and extent of the executives' rights to their deferred
amounts.

         C. Type of Plan. The Plan constitutes an unfunded, nonqualified
deferred compensation plan that benefits certain designated employees who are
within a select group of key management or highly compensated employees. Each
participating company alone has the obligation to pay amounts payable under the
Plan to Plan participants, and such payments are not, and will not be, an
obligation of any other participating company.


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                                    ARTICLE I
                                   DEFINITIONS

         For purposes of the Plan, each of the following terms, when used with
an initial capital letter, shall have the meaning set forth below unless a
different meaning plainly is required by the context.

         1.1 "Account" shall mean, with respect to a Participant or Beneficiary,
the total dollar amount or value evidenced by the last balance posted in
accordance with the terms of the Plan to the account record established for such
Participant or Beneficiary with respect to the Deferral Contributions of such
Participant for any Plan Year.

         1.2 "Affiliate" shall mean at any time any corporation, joint venture
or partnership in which BellSouth owns directly or indirectly, (i) with respect
to a corporation, stock possessing at least ten percent (10%) of the total
combined voting power of all classes of stock in the corporation, or (ii) in the
case of a joint venture or partnership, a ten percent (10%) or greater interest
in the capital or profits of such joint venture or partnership.

         1.3 "Annual Bonus" shall mean, with respect to each Eligible Executive
for a specified Plan Year, such Eligible Executive's actual award amount to be
paid under the Short Term Bonus Plan for such Plan Year (payable in the
succeeding year).

         1.4 "Base Salary" shall mean, with respect to each Eligible Executive
for a specified Plan Year, the gross regular, periodic base salary paid or
payable to the Eligible Executive during such Plan Year, including any of the
Eligible Executive's own before-tax and after-tax contributions to, or deferrals
under, any Code Section 401(k), Code Section 125, nonqualified deferred
compensation or other employee benefit plan or program, maintained by a
Participating Company from time to time, but excluding any contributions or
benefits paid under any such plan or program by a Participating Company.

         1.5 "BellSouth" shall mean BellSouth Corporation, a Georgia
corporation.

         1.6 "Beneficiary" shall mean, with respect to a Participant, the
person(s) determined in accordance with Section 5.4 to receive any death
benefits that may be payable under the Plan upon the death of the Participant.

         1.7 "Board" shall mean the Board of Directors of BellSouth.

         1.8 "Bonus Deferral Election" shall mean an election form provided by
the Plan Administrator on which an Eligible Executive may elect to defer a
portion of such executive's Annual Bonus.

         1.9 "Business Day" shall mean each day on which the New York Stock
Exchange operates and is open to the public for trading.


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         1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.

         1.11 "Company Stock" shall mean the $1.00 par value per share voting
common stock of BellSouth.

         1.12 "Compensation" shall mean, for purposes of determining the maximum
amount of Base Salary that a Participant may elect to defer under the Plan for
any Plan Year, the total of such Participant's (i) annualized Base Salary rate,
and (ii) standard or base award amount to be earned under the Short Term Bonus
Plan for such Plan Year (and payable in the succeeding year). Such amount shall
be determined as the rate or amount in effect or applicable on the date a
Participant executes a Deferral Election. For any Participant employed by a
Participating Company whose compensation structure does not readily fit this
definition, "Compensation" shall mean cash compensation as defined by the Plan
Administrator. For purposes of determining the maximum amount of Annual Bonus
that a Participant may elect to defer under the Plan for any Plan Year,
"Compensation" shall mean the amount of Annual Bonus actually paid under the
Short Term Bonus Plan for such Plan Year (payable in the succeeding year).

         1.13 "Credited Interest Rate" shall mean, for each Plan Year, the rate
of return equal to Moody's Monthly Average of Yields of Aa Corporate Bonds, as
published by Moody's Investors Service, Inc., for the month of July immediately
preceding such Plan Year. If such rate (or any alternative rate described in
this sentence) is at any time no longer available, the Plan Administrator shall
designate an alternative rate which, in the Plan Administrator's reasonable
judgment, is generally comparable to the rate described in the preceding
sentence, and such alternative rate shall thereafter be the Credited Interest
Rate.

         1.14 "Deferral Contributions" shall mean, as applicable, for each Plan
Year that portion of a Participant's Base Salary and/or Annual Bonus deferred,
and for each Performance Period that portion of a Participant's Performance
Share Payment deferred, under the Plan pursuant to Section 3.2.

         1.15 "Deferral Election" shall mean an election form provided by the
Plan Administrator on which an Eligible Executive may elect to defer under the
Plan a portion of such Eligible Executive's Base Salary.

         1.16 "Effective Date" shall mean January 1, 2002.

         1.17 "Election Deadline" shall mean:

                  (a) With respect to a Deferral Election and a Bonus Deferral
Election, for an individual who is eligible to participate in the Plan for an
entire Plan Year and is employed by a Participating Company on such date, the
November 30 (or if November 30 is not a Business Day, the last Business Day
immediately preceding November 30) immediately preceding the first day of such
Plan Year. Notwithstanding the foregoing, with the approval of the Plan
Administrator, "Election Deadline" may mean, with respect to such an Eligible
Executive for a Plan Year, the

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December 31 (or if December 31 is not a Business Day, the last Business Day
immediately preceding December 31) immediately preceding the first day of such
Plan Year.

                  (b) With respect to a Deferral Election and a Bonus Deferral
Election, for an individual who becomes employed by a Participating Company as
an Eligible Executive after the November 30 (or such other date) described in
the preceding paragraph and on or before October 1 of a Plan Year and who is
eligible to participate in the Plan during the remainder of such Plan Year
pursuant to Section 2.2, the date which is thirty (30) days after the date the
individual first becomes eligible to participate in the Plan.

                  (c) With respect to a Performance Share Deferral Election, the
November 30 (or if November 30 is not a Business Day, the last Business Day
immediately preceding November 30) immediately preceding the final year of the
Performance Period.

         1.18 "Election Package" shall mean a package consisting of a Deferral
Election, a Bonus Deferral Election, a Performance Share Deferral Election, an
Investment Election and such other forms and documents distributed to an
Eligible Executive by the Plan Administrator for the purpose of allowing such
Eligible Executive to elect to actively participate in the Plan for a Plan Year.

         1.19 "Eligible Executive" shall mean, for each Plan Year, each
management employee of a Participating Company who (i) is a member of a select
group of highly compensated or key management employees, and (ii) is designated
by the Plan Administrator as a member of BellSouth's "executive compensation
group," or is otherwise designated by the Plan Administrator as eligible to
participate in the Plan.

         1.20 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         1.21 "Financial Hardship" shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of the Participant's dependent [as defined in Code Section
152(a)], loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Financial Hardship shall be determined by
the Plan Administrator on the basis of the facts of each case, including
information supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the Plan Administrator; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that
such hardship is or may be relieved:

                  (a) through reimbursement or compensation by insurance or
otherwise;

                  (b) by liquidation of the Participant's assets, to the extent
the liquidation of assets would not itself cause severe financial hardship; or

                  (c) by cessation of deferrals under the Plan.

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Examples of what are not considered to be unforeseeable emergencies include the
need to send a Participant's child to college or the desire to purchase a home.

         1.22 "Interest Income Option" shall mean the Investment Option
described in Section 4.4, pursuant to which a Participant's deemed investment
earnings are determined on the basis of the Credited Interest Rate.

         1.23 "Interest Income Subaccount" shall mean a bookkeeping subaccount
reflecting that portion of a Participant's Account for each Plan Year which is
deemed to be invested in the Interest Income Option.

         1.24 "Investment Election" shall mean an election in such form as is
provided by the Plan Administrator on which an Eligible Executive may elect to
have Deferral Contributions for a Plan Year (and all investment earnings
attributable thereto) deemed invested in the Stock Unit Option, the Interest
Income Option and/or the Mutual Fund Option (including the underlying Mutual
Funds).

         1.25 "Investment Options" shall mean the Stock Unit Option, the
Interest Income Option and the Mutual Fund Option (including the underlying
Mutual Funds).

         1.26 "Mutual Fund" shall mean the investment funds selected from time
to time by the Plan Administrator for purposes of determining the rate of return
on amounts deemed invested in the Mutual Fund Option pursuant to the terms of
the Plan.

         1.27 "Mutual Fund Option" shall mean the Mutual Fund Option described
in Section 4.5, pursuant to which a Participant's deemed investment earnings are
determined by the rate of return applicable to Mutual Funds.

         1.28 "Mutual Fund Subaccount" shall mean a bookkeeping subaccount
reflecting that portion of a Participant's Account for each Plan Year which is
deemed to be invested in the Mutual Fund Option.

         1.29 "Participant" shall mean any person participating in the Plan
pursuant to the provisions of Article II.

         1.30 "Participating Company" shall mean BellSouth and each Affiliate
which, by action of its board of directors (or equivalent governing body),
adopts the Plan as a Participating Company with the approval of the Plan
Administrator. Such entities shall be listed on Exhibit A hereto, which shall be
updated from time to time to reflect the addition of new Participating Companies
and the effective dates of their participation, and the deletion of any entities
which are no longer Participating Companies.

         1.31 "Performance Period" shall mean the three consecutive calendar
year period (or other period of time) specified in a performance share award
agreement (or similar document)

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made pursuant to the Stock Plan with respect to which a Performance Share
Deferral Election is made.

         1.32 "Performance Share Award" shall mean, with respect to each
Eligible Executive for a specified Performance Period, an award of "Performance
Shares" (as such term is defined in the Stock Plan) made pursuant to the Stock
Plan with respect to such Performance Period.

         1.33 "Performance Share Deferral Election" shall mean an election form
provided by the Plan Administrator on which an Eligible Executive may elect to
defer a portion of such executive's Performance Share Payment.

         1.34 "Performance Share Payment" shall mean the aggregate of any and
all amounts to be paid with respect to a Performance Share Award.

         1.35 "Plan" shall mean the BellSouth Officer Compensation Deferral
Plan, as contained herein and all amendments hereto.

         1.36 "Plan Administrator" shall mean the Chief Executive Officer of
BellSouth and any individual or committee the Chief Executive Officer designates
to act on his or her behalf with respect to any or all of the Chief Executive
Officer's responsibilities hereunder; provided, the Board may designate any
other person or committee to serve in lieu of the Chief Executive Officer as the
Plan Administrator with respect to any or all of the administrative
responsibilities hereunder.

         1.37 "Plan Year" shall mean the calendar year.

         1.38 "Short Term Bonus Plan" shall mean the BellSouth Corporation
Officer Short Term Incentive Award Plan, or any successor plan.

         1.39 "Stock/Interest Option" shall mean the investment option comprised
of the Stock Unit Option and/or the Interest Income Option, as described in
Section 4.2(b)(i).

         1.40 "Stock Plan" shall mean the Amended and Restated BellSouth
Corporation Stock Plan, effective April 24, 1995, as amended, or any successor
plan.

         1.41 "Stock Unit" shall mean an accounting entry that represents an
unsecured obligation of a Participating Company to pay to a Participant an
amount which is based on the fair market value of one share of Company Stock as
set forth herein. A Stock Unit shall not carry any voting, dividend or other
similar rights and shall not constitute an option or any other right to acquire
any equity securities of BellSouth.

         1.42 "Stock Unit Option" shall mean the Investment Option described in
Section 4.3, pursuant to which a Participant's deemed investment earnings are
determined by the rate of return applicable to Stock Units.

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         1.43 "Stock Unit Subaccount" shall mean a bookkeeping subaccount
reflecting that portion of a Participant's Account for each Plan Year which is
deemed to be invested in the Stock Unit Option.

         1.44 "Valuation Date" shall mean (i) for purposes of valuing deemed
investments in the Stock/Interest Option, December 31 (or, if December 31 is not
a Business Day, the last Business Day immediately preceding December 31); (ii)
for purposes of valuing deemed investments in Participants' Mutual Fund
Subaccounts, the last Business Day of each calendar quarter; and (iii) each
other day declared by the Plan Administrator to be a Valuation Date for any
specified purpose.




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                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         2.1 Annual Participation. Each individual who is an Eligible Executive
as of the first day of a Plan Year and is employed by a Participating Company
before the beginning of such Plan Year shall be eligible to defer a portion of
such Eligible Executive's Base Salary, Annual Bonus and Performance Share
Payment, if any, and thereby to actively participate in the Plan for such Plan
Year. Such individual's participation shall become effective as of the first day
of such Plan Year, provided that the Eligible Executive properly and timely
completes the election procedures described in Section 2.3. For purposes of the
Plan, references to "Plan Year" with respect to a Performance Share Deferral
Election shall mean the Plan Year that is the final calendar year of the
Performance Period.

         2.2 Interim Plan Year Participation. Each individual who becomes
employed by a Participating Company as an Eligible Executive on or before
October 1 of a Plan Year, and who is not otherwise eligible to participate in
the Plan during such Plan Year in accordance with Section 2.1, shall be
immediately eligible upon commencement of such employment to make a Deferral
Election and/or Bonus Deferral Election, and thereby to actively participate in
the Plan, for the remainder of such Plan Year. Such individual's participation
shall become effective as of the first day of the calendar month following the
calendar month in which such Deferral Election and/or Bonus Deferral Election is
made, provided that the Eligible Executive properly and timely completes the
election procedures described in Section 2.3.

         2.3 Election Procedures. Each Eligible Executive may elect to defer a
portion of such Eligible Executive's Base Salary, Annual Bonus and/or
Performance Share Payment, and thereby become an active Participant for a Plan
Year (or, if Section 2.2 is applicable, for the remainder of such Plan Year), by
delivering a completed Deferral Election, Bonus Deferral Election and/or
Performance Share Deferral Election and an Investment Election to the Plan
Administrator by the applicable Election Deadline for such Plan Year. Such an
election shall be effective only if the individual is actively employed as an
Eligible Executive at the time the individual delivers the completed Deferral
Election, Bonus Deferral Election and/or Performance Share Deferral Election and
Investment Election to the Plan Administrator. The Plan Administrator may also
require the Eligible Executive to complete other forms and provide other data,
as a condition of participation in the Plan.

         2.4 Cessation of Eligibility. An Eligible Executive's active
participation in the Plan shall terminate, and the Eligible Executive shall not
be eligible to make any additional Deferral Contributions, for any portion of a
Plan Year following the date the Eligible Executive's employment with BellSouth
and all Participating Companies terminates (unless such individual is reemployed
as an Eligible Executive later in such Plan Year). In addition, an individual
who actively participated in the Plan during prior Plan Years but who is not an
Eligible Executive or does not complete the election procedures, for a
subsequent Plan Year, shall cease active participation in the Plan for such
subsequent Plan Year. If an individual's active participation in the Plan ends,
such individual shall remain an inactive Participant in the Plan until the
earlier of (i) the date the full amount of such individual's Accounts is
distributed from the Plan, or (ii) the

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date the individual again becomes an Eligible Executive and recommences active
participation in the Plan. During the period of time that an individual is an
inactive Participant in the Plan, such individual's Accounts shall continue to
be credited with earnings as provided in the Plan.

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                                   ARTICLE III
                 PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS

         3.1      Participants' Accounts.

                  (a) Establishment of Accounts. The Plan Administrator shall
establish and maintain one or more Accounts on behalf of each Participant for
each Plan Year for which the Participant makes Deferral Contributions. The Plan
Administrator shall credit each Participant's Account with the Participant's
Deferral Contributions for such Plan Year and earnings attributable thereto, and
shall maintain such Account until the value thereof has been distributed to or
on behalf of such Participant or his or her Beneficiary.

                  (b) Nature of Contributions and Accounts. The amounts credited
to a Participant's Accounts shall be represented solely by bookkeeping entries.
Except as provided in Article VII, no monies or other assets shall actually be
set aside for such Participant, and all payments to a Participant under the Plan
shall be made from the general assets of the Participating Companies.

                  (c) Several Liabilities. Each Participating Company shall be
severally (and not jointly) liable for the payment of benefits under the Plan
under Deferral Elections, Bonus Deferral Elections and Performance Share
Deferral Elections executed by Eligible Executives with, and while employed by,
such Participating Company.

                  (d) General Creditors. Any assets which may be acquired by a
Participating Company in anticipation of its obligations under the Plan shall be
part of the general assets of such Participating Company. A Participating
Company's obligation to pay benefits under the Plan constitutes a mere promise
of such Participating Company to pay such benefits, and a Participant or
Beneficiary shall be and remain no more than an unsecured, general creditor of
such Participating Company.

         3.2      Deferral Contributions. Each Eligible Executive may
irrevocably elect to have Deferral Contributions made on his or her behalf for a
Plan Year (or, if Section 2.2 is applicable, for the remainder of such Plan
Year), by completing in a timely manner a Deferral Election, Bonus Deferral
Election and/or Performance Share Deferral Election and an Investment Election,
and following other election procedures as provided in Section 2.3. Subject to
any modifications, additions or exceptions that the Plan Administrator, in its
sole discretion, deems necessary, appropriate or helpful, the following terms
shall apply to such Deferral Elections, Bonus Deferral Elections and Performance
Share Deferral Elections:

                  (a)      Effective Date.

                           (i) Base Salary Deferral Election. Subject to Section
3.2(a)(iv), a Deferral Election made by a Participant shall be effective
beginning with the first regular, periodic paycheck paid (A) with respect to a
Participant participating for the entire Plan Year, in such Plan Year, and
(B) with respect to a Participant participating for a portion of a Plan Year in

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accordance with Section 2.2, in the calendar month following the calendar month
in which the Participant makes his or her Deferral Election.

                           (ii) Bonus Deferral Election. Subject to Section
3.2(a)(iv), a Bonus Deferral Election made by a Participant shall be effective
(A) with respect to a Participant participating for the entire Plan Year, for
the Annual Bonus earned during the Plan Year, and (B) with respect to a
Participant participating for a portion of Plan Year in accordance with
Section 2.2, for the Annual Bonus earned during such portion of the Plan Year.

                           (iii) Performance Share Deferral Election. Subject to
Section 3.2(a)(iv), a Performance Share Deferral Election shall be effective for
the Performance Share Payment earned during the Performance Period with respect
to which such election is made.

                           (iv) Other Requirements. To be effective, a
Participant's Deferral Election, Bonus Deferral Election and/or Performance
Share Deferral Election, as applicable, must be made by the Election Deadline.
If an Eligible Executive fails to deliver a Deferral Election, a Bonus Deferral
Election or a Performance Share Deferral Election, or to complete any of the
other requisite election procedures for a Plan Year, in a timely manner, the
Eligible Executive shall be deemed to have elected not to participate in the
Plan for that Plan Year.

                  (b)      Term. Each Deferral Election for a Plan Year that is
made by a Participant shall remain in effect with respect to the specified
portion of all Base Salary paid or payable during such Plan Year (or, in the
case of a Participant participating for a portion of the Plan Year in accordance
with Section 2.2, with respect to the specified portion of all Base Salary paid
or payable during the remainder of such Plan Year) but shall not apply to any
subsequent Plan Year. Each Bonus Deferral Election for a Plan Year that is made
by a Participant shall be effective with respect to the specified portion of
Annual Bonus, if any, earned during such Plan Year (or, in the case of a
Participant participating for a portion of the Plan Year in accordance with
Section 2.2, for the specified portion of the Annual Bonus earned during the
remainder of such Plan Year), but shall not apply to any subsequent Plan Year.
Each Performance Share Deferral Election that is made by a Participant shall be
effective with respect to the specified portion of Performance Share Payment, if
any, under the Performance Share Award to which it relates, but shall not apply
to any subsequent Performance Share Award.

                  (c)      Base Salary Deferral Election Amount. Each Eligible
Executive's Deferral Election shall specify a dollar amount, in increments of
$1,000.00, of annual Base Salary to be deferred. The maximum amount of Base
Salary that an Eligible Executive may defer for any Plan Year shall be 25% of
the Eligible Executive's Compensation rounded to the next highest thousand
dollars. The total dollar amount shall be withheld from such Eligible
Executive's regular, periodic paychecks of Base Salary in substantially equal
installments throughout the Plan Year. Notwithstanding any provision of the Plan
or a Deferral Election to the contrary, however, the amount withheld from any
payment of Base Salary shall be reduced automatically, if necessary, so that it
does not exceed the amount of such payment net of all withholding, allotments
and deductions, other than any reduction pursuant to such Deferral Election. No
amounts shall be withheld during any period an individual ceases to receive Base

<PAGE>

Salary as an actively employed Eligible Executive for any reason during the Plan
Year except that, in the case of an individual on an approved paid leave of
absence as an Eligible Executive (including a paid leave of absence under a
short term disability plan of a Participating Company), amounts shall be
withheld from such leave of absence payments and otherwise treated in the same
manner as if such payments constituted Base Salary under the Plan. No adjustment
shall be made in the amount to be withheld from any subsequent payment of Base
Salary for a Plan Year to compensate for any missed or reduced withholding
amounts above.

                  (d)      Bonus Deferral Election Amount. The Bonus Deferral
Election of each Eligible Executive shall specify a whole percentage of such
Eligible Executive's Annual Bonus to be deferred, not to exceed fifty percent
(50%) and not less than five percent (5%). Notwithstanding any provision of the
Plan or a Bonus Deferral Election to the contrary, the amount withheld from any
bonus payment shall be reduced automatically, if necessary, so that it does not
exceed the amount of such payment net of all withholding, allotments and
deductions other than any reduction pursuant to such Bonus Deferral Election.

         Notwithstanding anything to the contrary in this Plan, each Eligible
Executive who elected to defer a portion of such Eligible Executive's 2003
Annual Bonus (with respect to which the deferral percentage applied to Eligible
Executive's standard bonus or base award amount) shall have the opportunity to
amend his or her 2003 Bonus Deferral Election to apply the Eligible Executive's
Annual Bonus deferral percentage so elected instead to his or her 2003 actual
bonus amount paid (in 2004). Each Eligible Executive who elects to amend his or
her 2003 Bonus Deferral Election as provided in this paragraph shall do so by
completing such form(s) as the Plan Administrator may prescribe and submitting
such form(s) to the Plan Administrator no later than April 16, 2003.

                  (e)      Performance Share Deferral Election Amount. The
Performance Share Deferral Election of each Eligible Executive shall specify a
whole percentage of such Eligible Executive's Performance Share Payment to be
deferred, not less than five percent (5%) and not to exceed one hundred percent
(100%) of the amount actually payable to the Eligible Executive with respect to
the Performance Share Award. Notwithstanding any provision of the Plan or a
Performance Share Deferral Election to the contrary, the amount withheld from
any Performance Share Payment shall be reduced automatically, if necessary, so
that it does not exceed the amount of such payment net of all withholding,
allotments and deductions, other than any reduction pursuant to such Performance
Share Deferral Election.

                  (f)      Revocation. Once made, a Participant may not revoke a
Deferral Election or Bonus Deferral Election for a Plan Year, or a Performance
Share Deferral Election with respect to a Performance Share Award.

                  (g)      Crediting of Deferred Compensation.

                           (i) Stock Unit Option and/or Interest Income Option.
If a Participant elects to have his or her deferred Base Salary for a Plan Year
deemed invested in the Stock/Interest Option pursuant to Section 4.2(b), the
Plan Administrator shall credit to the

<PAGE>

Participant's Account for such Plan Year, as of the first day of such Plan Year
(or, as of the effective date of participation of a Participant described in
Section 2.2), the entire amount of the Participant's deferred Base Salary for
such Plan Year. If a Participant elects to have his or her deferred Annual Bonus
for a Plan Year deemed invested in the Stock/Interest Option pursuant to
Section 4.2(b), the Plan Administrator shall credit to the Participant's
Account, as of the first day of the Plan Year in which the Participant's Annual
Bonus for such Plan Year is actually paid under the Short Term Bonus Plan, the
entire amount deferred. If a Participant elects to have his or her deferred
Performance Share Payment for a Performance Period deemed invested in the
Stock/Interest Option pursuant to Section 4.2(b), the Plan Administrator shall
credit to the Participant's Account, as of the first day of the Plan Year next
following the end of the Performance Period, the entire amount deferred. If for
any reason the entire amount of the Participant's Deferral Contributions so
elected are not made, the Participant's Account shall be automatically adjusted,
retroactively to the first day of such Plan Year (or, if applicable, the
effective date of participation of a Participant described in Section 2.2), to
reflect the amount of Deferral Contributions actually made from Base Salary (or
pursuant to Section 3.4, if applicable), Annual Bonus and/or Performance Share
Payment during the Plan Year. Notwithstanding the foregoing, if a Participant
described in this Section 3.2(g)(i) is an "Executive Officer" (as such term is
defined in the Stock Plan), the Plan Administrator shall instead credit to such
Participant's Account for a Plan Year, as of the last day of the applicable Plan
Year, the entire amount of the Participant's Base Salary, Annual Bonus and/or
Performance Share Payment actually deferred, retroactively to the first day of
such Plan Year (or, if applicable, the effective date of participation of a
Participant described in Section 2.2).

                           (ii) Mutual Fund Option. If a Participant elects to
have his or her deferred Base Salary for a Plan Year deemed invested in the
Mutual Fund Option pursuant to Section 4.2(b), the Plan Administrator shall
credit to the Participant's Account for such Plan Year, as of the last Business
Day of each calendar month during such Plan Year, the Deferral Contributions
actually made from Base Salary (or pursuant to Section 3.4) during that month.
If a Participant elects to have his or her deferred Annual Bonus for a Plan Year
deemed invested in the Mutual Fund Option pursuant to Section 4.2(b), the Plan
Administrator shall credit to the Participant's Account for such Plan Year, as
of the last Business Day of the calendar month during which the Participant's
Annual Bonus for such Plan Year is actually paid under the Short Term Bonus
Plan, the entire amount actually deferred. If a Participant elects to have his
or her deferred Performance Share Payment for a Performance Period deemed
invested in the Mutual Fund Option pursuant to Section 4.2(b), the Plan
Administrator shall credit to the Participant's Account, as of the last day
Business Day of the calendar month during which each separate payment to be made
to the Participant with respect to the Performance Share Award is actually
payable, the entire amount actually deferred.

         3.3      Deferral Elections and Multiple Participating Companies. Any
Deferral Election, Bonus Deferral Election and/or Performance Share Deferral
Election which is timely executed and delivered to the Plan Administrator shall
be effective to defer Base Salary, Annual Bonus and/or a Performance Share
Payment earned by the Participant from the Participating Company employing such
Participant at the time of the Participant's election or any other Participating
Company employing such Participant during the Plan Year for which the Deferral

<PAGE>

Election, Bonus Deferral Election is effective, or during the Performance Period
with respect to which a Performance Share Deferral Election is effective. In
particular, a Participant (i) who timely executes and delivers a Deferral
Election, Bonus Deferral Election and/or Performance Share Deferral Election
while employed by one Participating Company and subsequently transfers to
another Participating Company, or (ii) who terminates employment and
subsequently becomes employed by another Participating Company, shall have the
Base Salary, Annual Bonus and/or Performance Share Payment that is paid or
payable to such Participant by both Participating Companies reduced under the
terms of the Deferral Election, Bonus Deferral Election and/or Performance Share
Deferral Election and the Plan as if the transfer or termination and
reemployment had not occurred; provided that, as provided in Section 3.2(c), no
amounts of Base Salary shall be withheld to the extent they are attributable to
any portion of the Plan Year during which such Participant is not receiving Base
Salary as an Eligible Executive of a Participating Company.

         3.4      Termination Under Severance Arrangement. A Participant
eligible to participate in a severance plan or arrangement sponsored by a
Participating Company which provides for a lump-sum severance payment upon
termination of employment may elect, on such form and at such time and in such
manner as shall be prescribed by the Plan Administrator, to reduce the amount of
a lump-sum severance payment to which the Participant may become entitled under
such plan or arrangement. The amount of such reduction shall not exceed the
dollar amount by which the Participant's deferred Base Salary for the Plan Year
in which such termination occurs would not have been made at the time of
termination of employment, and the amount so elected shall for all purposes be
treated as Deferral Contributions made under the Plan.

         3.5      Vesting. A Participant shall at all times be fully vested in
the Participant's Deferral Contributions and all investment earnings
attributable thereto.

         3.6      Debiting of Distributions. As of each Valuation Date, the Plan
Administrator shall debit each Participant's Account for any amount distributed
from such Account since the immediately preceding Valuation Date.


<PAGE>



                                   ARTICLE IV
                DETERMINATION AND CREDITING OF INVESTMENT RETURN


         4.1      General Investment Parameters. The rate of return credited to
each Participant's Account shall be determined on the basis of the Investment
Option(s) selected by the Participant. The terms of this selection process and
the manner in which investment return is credited are set forth in this Article
IV.

         4.2      Participant Direction of Deemed Investments. Each Participant
generally may direct that his or her Deferral Contributions for each Plan Year
shall be deemed invested in either the Stock/Interest Option or the Mutual Fund
Option, and then may select among the options offered within that selection. The
Participant may make a separate election for his or her deferred Base Salary and
deferred Annual Bonus for each Plan Year and deferred Performance Share Payment
for each Performance Period. Notwithstanding the foregoing, the Mutual Fund
Option may be elected only by Participants who, as of June 30 of the year in
which the Investment Election is made, satisfy the BellSouth stock ownership
target then applicable to each such Participant under BellSouth's executive
stock ownership guidelines. Once made, a Participant may not revoke an election
between the Stock/Interest Option and the Mutual Fund Option.

                  (a)      Nature of Participant Direction. A Participant's
election of the deemed investments shall be for the sole purpose of determining
the rate of return to be credited to such Participant's Account for such Plan
Year, and shall not be treated or interpreted in any manner whatsoever as a
requirement or direction to actually invest assets in Company Stock, an interest
income fund, a mutual fund or any other investment media. The Plan, as an
unfunded, nonqualified deferred compensation plan, at no time shall have any
actual investment of assets relative to the benefits or Accounts hereunder.

                  (b)      Investment of Contributions. In conjunction with
completing each of a Deferral Election, Bonus Deferral Election and/or
Performance Share Deferral Election for a Plan Year, an Eligible Executive shall
complete a separate Investment Election in which he or she elects whether the
total amount deferred under such Deferral Election, such Bonus Deferral Election
or such Performance Share Deferral Election (as applicable) will be invested in
either the Stock/Interest Option or, if available with respect to the executive,
the Mutual Fund Option. If the Eligible Executive elects the Stock/Interest
Option, he or she must then select his or her investment mix as described in
subsection (i) hereof, and if the Eligible Executive elects the Mutual Fund
Option, he or she must then select his or her investment mix as described in
subsection (ii) hereof.

                           (i) Stock Unit Option and/or Interest Income Option.
An Eligible Executive who selects the Stock/Interest Option with respect to
either his or her deferred Base Salary, deferred Annual Bonus or deferred
Performance Share Payment shall specify one of the three alternatives, as
follows:

<PAGE>

                                    (A) 100% of such Deferral Contributions for
         such Plan Year shall be deemed invested in the Stock Unit Option;

                                    (B) 100% of such Deferral Contributions for
         such Plan Year shall be deemed invested in the Interest Income Option;
         or

                                    (C) 50% of such Deferral Contributions for
         such Plan Year shall be deemed invested in the Stock Unit Option, and
         50% of such Deferral Contributions for such Plan Year shall be deemed
         invested in the Interest Income Option.

                           (ii) Mutual Fund Option. An Eligible Executive who as
of June 30 of the year during which the Investment Election is made satisfies
BellSouth's stock ownership target applicable to such Executive under
BellSouth's executive stock ownership guidelines, and who selects the Mutual
Fund Option with respect to either his or her deferred Base Salary, deferred
Annual Bonus or deferred Performance Share Payment shall specify the percentage
of such Deferral Contributions that will be deemed invested in each Mutual Fund.
Within the Mutual Fund Option, a Participant may make up to two subsequent
Investment Elections during any Plan Year to change the percentage of such
Deferral Contributions that will be deemed invested in each Mutual Fund, and
such election shall apply to all such Deferral Contributions credited to his or
her Account after the election becomes effective. As long as a subsequent
Investment Election is received by the Plan Administrator at least five (5)
Business Days before the last Business Day of a calendar quarter, such election
shall be effective beginning with the first payroll period after the last
Business Day of such calendar quarter. Otherwise, such election shall be
effective beginning with the first payroll period after the last Business Day of
the next succeeding calendar quarter. All such Investment Elections shall be
made in whole percentages, and subject to such additional rules as the Plan
Administrator may prescribe.

                  (c)      Investment of Existing Account Balances.

                           (i) Stock/Interest Option. A Participant with a
deemed investment in the Stock/Interest Option may not make an Investment
Election (i) changing all or any portion of such deemed investment among
investment alternatives within the Stock/Interest Option, or (ii) transferring
deemed investments to the Mutual Fund Option. Thus, once an amount is deemed
invested in the Stock/Interest Option, it shall continue to be so invested until
such amount is distributed.

                           (ii) Mutual Fund Option. A Participant with a deemed
investment in the Mutual Fund Option may make up to two Investment Elections
during each Plan Year changing the percentage of that portion of his or her
existing Account balance that will be deemed invested in each Mutual Fund. As
long as an Investment Election is received by the Plan Administrator at least
five (5) Business Days before the last Business Day of a calendar quarter, such
election shall be effective, and shall be based on the value of the Mutual
Funds, as of the last Business Day of such calendar quarter. Otherwise, such
election shall be effective, and shall be based on the value of the Mutual
Funds, as of the last Business Day of the next succeeding calendar quarter. All
such Investment Elections shall be made in whole percentages, and subject

<PAGE>

to such additional rules as the Plan Administrator may prescribe. No Investment
Election may be made changing a deemed investment from the Mutual Fund Option to
the Stock/Interest Option.

                  (d)      Investment Subaccounts. For the sole purpose of
tracking a Participant's investment elections and calculating deemed investment
earnings attributable to a Participant's Account for a Plan Year pursuant to the
terms of this Article IV, the Plan Administrator shall establish and maintain
for such Participant for such Plan Year a Stock Unit Subaccount, an Interest
Income Subaccount and a Mutual Fund Subaccount, as necessary, the total of which
shall equal such Participant's Account for such Plan Year.

         4.3      Stock Unit Option.

                  (a)      Stock Unit Subaccount. To the extent an Eligible
Executive makes an Investment Election in accordance with Section 4.2 to have
his or her Deferral Contributions for a Plan Year deemed to be invested in the
Stock Unit Option, the Participant's Stock Unit Subaccount for such Plan Year
shall be credited (subject to the adjustment described in subsection 3.2(g), if
applicable), as of the first day of such Plan Year, with a number of Stock Units
equal to the number of full and fractional shares of Company Stock that could
have been purchased with the Eligible Executive's Deferral Contributions elected
for such Plan Year at the average of the high and low sales prices of one share
of Company Stock on the New York Stock Exchange for the last Business Day of
each of the three calendar months immediately preceding the first day of such
Plan Year.

                  (b)      Cash Dividends. As of each date on which BellSouth
has paid a cash dividend on Company Stock, the number of Stock Units credited to
a Participant's Stock Unit Subaccount for each Plan Year shall be increased by a
number of additional Stock Units equal to the quotient of (i) the amount of
dividends that would have been paid on the number of shares of Company Stock
equivalent to the number of Stock Units credited to such subaccount as of such
dividend payment date, divided by (ii) the average of the daily high and low
sales prices of one share of Company Stock on the New York Stock Exchange for
the period of five (5) Business Days ending on such dividend payment date (or
the period of five (5) Business Days ending on the immediately preceding
Business Day if such date was not a Business Day).

                  (c)      Adjustments. In the event of any change in
outstanding shares of Company Stock, by reclassification, recapitalization,
merger, consolidation, spinoff, combination, exchange of shares, stock split,
reverse stock split or otherwise, or in the event of the payment of a stock
dividend on Company Stock, or in the event of any other increase or decrease in
the number of outstanding shares of Company Stock, other than the issuance of
shares for value received by BellSouth or the redemption of shares for value,
the Plan Administrator shall adjust the number and/or form of Stock Units in the
manner it deems appropriate in its reasonable judgment to reflect such event,
including substituting or adding publicly traded shares of companies other than
the Company as a basis for determining Stock Units. The Plan Administrator
similarly shall make such adjustments as it deems are appropriate in its
reasonable judgment in the form, including the basis of measurement, of Stock
Units in the event all shares of Company Stock cease for any reason to be
outstanding or to be actively traded

<PAGE>

on the New York Stock Exchange. In the event the Plan Administrator determines
in its reasonable judgment that it would not be possible to appropriately
reflect an event under this paragraph (c) by adjusting the number and/or form of
Stock Units, the Plan Administrator shall establish a special Valuation Date
appropriate to such event for all Stock Unit Subaccounts and shall cause such
subaccounts, as so valued, automatically to be converted into Interest Income
Subaccounts, which thereafter shall be subject to Section 4.4.

         4.4      Interest Income Option.

                  (a)      Interest Income Subaccount. To the extent that an
Eligible Executive makes an Investment Election in accordance with Section 4.2
to have his or her Deferral Contributions for a Plan Year deemed to be invested
in the Interest Income Option, the Participant's Interest Income Subaccount for
such Plan Year shall be credited (subject to the adjustment described in
subsection 3.2(g), if applicable), as of the first day of such Plan Year, with
the Eligible Executive's Deferral Contributions elected for such Plan Year.

                  (b)      Crediting of Deemed Interest. As of each Valuation
Date, the Plan Administrator shall credit a Participant's Interest Income
Subaccounts with the amount of earnings applicable thereto for the period since
the immediately preceding Valuation Date. Such crediting of earnings for each
Interest Income Subaccount shall be effected, as follows:

                           (i) Amount Invested. The Plan Administrator shall
         determine the amount of (A) in the case of an Interest Income
         Subaccount established in connection with a Deferral Election or Bonus
         Deferral Election for the Plan Year, or established in connection with
         a Performance Share Deferral Election for the Performance Period,
         ending on such Valuation Date, such Participant's Deferral
         Contributions credited to such Participant's Interest Income Subaccount
         for such Plan Year; and (B) in the case of an Interest Income
         Subaccount for a prior Plan Year, the balance of such Participant's
         Interest Income Subaccount as of the immediately preceding Valuation
         Date, minus the amount distributed from such Participant's Interest
         Income Subaccount since the immediately preceding Valuation Date; and

                           (ii) Determination of Amount. The Plan Administrator
         then shall apply the Credited Interest Rate for such Plan Year to such
         Participant's adjusted Interest Income Subaccount (as determined in
         subparagraph (i) hereof), and the total amount of investment earnings
         resulting therefrom shall be credited to such Participant's Interest
         Income Subaccount as of such Valuation Date.

         4.5      Mutual Fund Option.

                  (a)      Mutual Funds. From time to time, the Plan
Administrator shall select two (2) or more Mutual Funds for purposes of
determining the rate of return on amounts deemed invested in the Mutual Fund
Option in accordance with the terms of the Plan. The Plan Administrator may
change, add or remove Mutual Funds on a prospective basis at any time and in any
manner it deems appropriate.

<PAGE>


                  (b)      Mutual Fund Subaccount. To the extent that an
Eligible Executive makes an Investment Election in accordance with Section 4.2
to have his or her Deferral Contributions for a Plan Year deemed invested in the
Mutual Fund Option, the Participant's Mutual Fund Subaccount shall be credited
with the Eligible Executive's Deferral Contributions for such Plan Year as of
(i) the last Business Day of each calendar month with respect to deferred Base
Salary, or (ii) the last Business Day of the calendar month during which a
Participant's Annual Bonus is actually paid, with respect to a deferred Annual
Bonus, or (iii) the last Business Day of the calendar month during which a
payment is actually to be made, with respect to a deferred Performance Share
Payment.

                  (c)      Crediting of Earnings. As of each Valuation Date, the
Plan Administrator shall determine the value of a Participant's Mutual Fund
Subaccount (as well as the earnings and/or losses thereof) by valuing the deemed
investments in the Mutual Funds as if such subaccount actually were invested
therein.

         4.6      Good Faith Valuation Binding. In determining the value of
Accounts, the Plan Administrator shall exercise its best judgment, and all such
determinations of value (in the absence of bad faith) shall be binding upon all
Participants and their Beneficiaries.

         4.7      Errors and Omissions in Accounts. If an error or omission is
discovered in the Account of a Participant or in the amount of a Participant's
Deferral Contributions, the Plan Administrator, in its sole discretion, shall
cause appropriate, equitable adjustments to be made as soon as administratively
practicable following the discovery of such error or omission.

<PAGE>



                                    ARTICLE V
                           PAYMENT OF ACCOUNT BALANCES


         5.1      Benefit Amounts.

                  (a)      Benefit Entitlement. As the benefit under the Plan,
each Participant (or Beneficiary) shall be entitled to receive the total amount
of the Participant's Accounts, determined as of the most recent Valuation Date,
and payable at such times and in such forms as described in this Article V.

                  (b)      Valuation of Benefit. For purposes hereof, each
Account of a Participant as of any Valuation Date shall be equal to the total
value such Participant's Stock Unit Subaccount, Interest Income Subaccount and
Mutual Fund Subaccount.

                  (c)      Conversion of Stock Units into Dollars. For purposes
of converting some or all of a Participant's Stock Units into a dollar amount in
valuing the Participant's Accounts as of any Valuation Date, the value of each
Stock Unit shall be equal to the average of the high and low sales prices of one
share of Company Stock on the New York Stock Exchange for the last Business Day
of each of the three (3) calendar months ending on or immediately preceding such
Valuation Date.

         5.2      Elections of Timing and Form. In conjunction with, and at the
time of, completing a Deferral Election and/or Bonus Deferral Election for each
Plan Year, or a Performance Share Deferral Election for each Performance Share
Award, an Eligible Executive shall select the timing and form of the
distribution that will apply to the Account for such Eligible Executive's
Deferral Contributions (and deemed investment earnings attributable thereto) for
such Plan Year. The terms applicable to this selection process are as follows:

                  (a)      Timing. For a Participant's Account for each Plan
Year, such Participant may elect that distribution will be made or commence as
of any January 1 following the Plan Year of deferral; provided, a Participant
may not select a benefit payment or commencement date for such Account that is
(i) earlier than (A) in the case of a Deferral Election, the second January 1
following the end of the Plan Year for which the deferral is made, or (B) in the
case of a Bonus Deferral Election or a Performance Share Deferral Election, the
third January 1 following the end of the Plan Year for which the deferral is
made; or (ii) later than the twentieth (20th) January 1 following the end of the
Plan Year of deferral.

                  (b)      Form of Distribution. For a Participant's Account for
each Plan Year, such Participant may elect that distribution will be paid in one
of the following forms:

                           (i) a single lump-sum cash payment; or

                           (ii) substantially equal annual installments
         (adjusted for investment earnings between payments in the manner
         described in Article IV) over a period of two

<PAGE>

         (2) to ten (10) years; provided that the number of years so elected
         shall in no event exceed one (1) year for each full $1,000 of deferred
         Base Salary or deferred Annual Bonus elected for such Plan Year.

                  (c)      Multiple Selections. An Eligible Executive may select
a different benefit payment or commencement date and/or a different form of
distribution with respect to his or her Account for each Plan Year. For ease of
administration, the Plan Administrator may combine Accounts and subaccounts of a
Participant to which the same benefit payment/commencement date and the same
form of distribution apply.

         5.3      Benefit Payments to a Participant.

                  (a)      Timing. A Participant shall receive or begin
receiving a distribution of each of his or her Accounts as of the earlier of
(i) the January 1 selected by such Participant with respect to each such Account
pursuant to the terms of Section 5.2(a); or (ii) the January 1 immediately
following the date that such Participant's employment with BellSouth and all
Affiliates ends for any reason, unless the Participant returns to employment
with BellSouth or one of the Affiliates before such January 1; provided,
however, that with respect to a Bonus Deferral Election or Performance Share
Deferral Election of a Participant whose employment has so terminated,
distribution shall be made or begin no sooner than the January 1 immediately
following the date on which the Annual Bonus or Performance Share Payment is
payable. An amount payable "as of" any January 1 shall be made as soon as
practicable after such January 1 and, unless extenuating circumstances arise,
no later than January 31.

                  (b)      Form of Distribution. A Participant shall receive or
begin receiving a distribution of each of his or her Accounts in cash in the
form selected by such Participant with respect to such Account pursuant to the
terms of Section 5.2(b).

                  (c)      Valuation of Single Lump-Sum Payments. The amount of
a Participant's single lump-sum distribution of any of his or her Accounts as of
any applicable January 1 shall be equal to the value of such Account as of the
Valuation Date immediately preceding the date on which such distribution is
paid.

                  (d)      Valuation of Installment Payments. For purposes of
determining the amount of any installment payment to be paid as of a January 1
from an Account, the following shall apply:

                           (i) for any amount of such Account attributable to an
         Interest Income Subaccount as of the immediately preceding Valuation
         Date, such amount shall be divided by the number of remaining
         installments to be paid from such Account (including the current
         installment);

                           (ii) for any portion of such Account attributable to
         a Stock Unit Subaccount as of the immediately preceding Valuation Date,
         the total number of Stock Units constituting such portion shall be
         divided by the number of remaining installments

<PAGE>

         to be paid from such Account (including the current installment), and
         the resulting number of Stock Units shall be converted into a dollar
         amount (pursuant to the terms of Section 5.1(c)) as of such Valuation
         Date; and

                           (iii) for any amount of such Account attributable to
         a Mutual Fund Subaccount as of the immediately preceding Valuation
         Date, such amount shall be divided by the number of remaining
         installments to be paid from such Account (including the current
         installment).

         5.4      Death Benefits.

                  (a)      General. If a Participant dies before receiving the
entire amount of his or her benefit under the Plan, such Participant's
Beneficiary shall receive distribution of amounts remaining in the Participant's
Accounts in the form, as elected by the Participant on a Beneficiary designation
form described in Section 5.6, of either:

                           (i) a single lump-sum cash payment of the entire
         balance in the Participant's Accounts as of the January 1 immediately
         following the date of the Participant's death; or

                           (ii) (A) for Accounts with respect to which
         distribution has not commenced under Section 5.2 at the time of the
         Participant's death, substantially equal annual installments (adjusted
         for investment earnings between payments in the manner described in
         Article IV) over a period of two (2) to ten (10) years, commencing as
         of the January 1 immediately following the Participant's death; and (B)
         for Accounts with respect to which distribution has commenced in the
         form of installments described in Section 5.2(b)(ii) at the time of the
         Participant's death, continuation of such installment payment schedule.

An amount payable "as of" any January 1 shall be made as soon as practicable
after such January 1 and, unless extenuating circumstances arise, no later than
January 31.

                  (b)      Valuation. The valuation rules described in
subsections 5.3(c) and 5.3(d) shall apply to payments described in this
Section 5.4.

         5.5      Withdrawals.

                  (a)      Hardship Withdrawals. Upon receipt of an application
for a hardship withdrawal and the Plan Administrator's decision, made in its
sole discretion, that a Participant has suffered a Financial Hardship, the Plan
Administrator shall cause the payment of a distribution to such Participant.
Such distribution shall be paid in a single-sum payment in cash as soon as
administratively feasible after the Plan Administrator determines that the
Participant has incurred a Financial Hardship. The amount of such single-sum
payment shall be limited to the amount reasonably necessary to meet the
Participant's requirements resulting from the

<PAGE>

Financial Hardship. The amount of such distribution shall reduce the
Participant's Account balance as provided in Section 3.6.

                  (b)      Withdrawals with Forfeiture. Notwithstanding any
other provisions of this Article V to the contrary, a Participant may elect, at
any time prior to the distribution of his or her entire benefit hereunder, to
withdraw all or a portion of (i) the remaining amount credited to one or more
of his or her Accounts, determined as of the Valuation Date on which such
distribution is processed, in twenty-five percent (25%) increments; plus (ii)
the amount of Deferral Contributions made since such Valuation Date. Such
distribution shall be made in the form of a single-sum payment in cash, as
prescribed in Section 5.2(b)(i), as soon as administratively feasible after the
date of the Participant's election under this subsection (b). At the time such
distribution is made, an amount equal to ten percent (10%) of the amount
distributed shall be permanently and irrevocably forfeited (and, if the
distribution request is more than ninety percent (90%) of such Participant's
Account, the forfeiture amount shall be deducted from his or her distribution
amount to the extent there otherwise will be an insufficient remaining Account
balance from which to deduct this forfeiture). In addition, the Participant
receiving such distribution shall immediately cease to make Deferral
Contributions with respect to a Deferral Election for the Plan Year in which
such withdrawal occurs, and any Bonus Deferral Election and/or Performance
Share Deferral Election with respect to such Plan Year shall be disregarded,
and such Participant shall not be eligible to resume Deferral Contributions
until the first day of the Plan Year coinciding with or immediately following
the one year anniversary of such distribution.

         5.6      Beneficiary Designation.

                  (a)      General. A Participant shall designate a Beneficiary
or Beneficiaries for all of his or her Accounts by completing the form
prescribed for this purpose for the Plan by the Plan Administrator and
submitting such form as instructed by the Plan Administrator. Once a Beneficiary
designation is made, it shall continue to apply until and unless such
Participant makes and submits a new Beneficiary designation form for this Plan.

                  (b)      No Designation or Designee Dead or Missing. In the
event that:

                           (i) a Participant dies without designating a
         Beneficiary;

                           (ii) the Beneficiary designated by a Participant is
         not surviving or in existence when payments are to be made or commence
         to such designee under the Plan, and no contingent Beneficiary,
         surviving or in existence, has been designated; or

                           (iii) the Beneficiary designated by a Participant
         cannot be located by the Plan Administrator within 1 year from the date
         benefit payments are to be made or commence to such designee;

then, in any of such events, the Beneficiary of such Participant shall be the
Participant's surviving spouse, if any can then be located, and if not, the
estate of the Participant, and the entire balance

<PAGE>

in the Participant's Accounts shall be paid to such Beneficiary in the form of a
single lump-sum cash payment described in Section 5.4(a)(i).

                  (c)      Death of Beneficiary. If a Beneficiary who survives
the Participant, and to whom payment of Plan benefits commences, dies before
complete distribution of the Participant's Accounts, the entire balance in such
Accounts shall be paid to the estate of such Beneficiary in the form of a single
lump-sum cash payment as of the January 1 immediately following such
Beneficiary's death. An amount payable "as of" any January 1 shall be made as
soon as practicable after such January 1 and, unless extenuating circumstances
arise, no later than January 31. The valuation rules described in subsection
5.3(c) shall apply to any payments described in this subsection 5.6(c).

         5.7      Taxes. If the whole or any part of any Participant's or
Beneficiary's benefit hereunder shall become subject to any estate, inheritance,
income, employment or other tax which a Participating Company shall be required
to pay or withhold, the Participating Company shall have the full power and
authority to withhold and pay such tax out of any monies or other property in
its hand for the account of the Participant or Beneficiary whose interests
hereunder are so affected. Prior to making any payment, the Participating
Company may require such releases or other documents from any lawful taxing
authority as it shall deem necessary.

<PAGE>



                                   ARTICLE VI
                                     CLAIMS


         6.1      Initial Claim. Claims for benefits under the Plan may be filed
with the Plan Administrator on forms or in such other written documents, as the
Plan Administrator may prescribe. The Plan Administrator shall furnish to the
claimant written notice of the disposition of a claim within 90 days after the
application therefor is filed. In the event the claim is denied, the notice of
the disposition of the claim shall provide the specific reasons for the denial,
citations of the pertinent provisions of the Plan, and, where appropriate, an
explanation as to how the claimant can perfect the claim and/or submit the claim
for review.

         6.2      Appeal. Any Participant or Beneficiary who has been denied a
benefit shall be entitled, upon request to the Plan Administrator, to appeal the
denial of his or her claim. The claimant (or his or her duly authorized
representative) may review pertinent documents related to the Plan and in the
Plan Administrator's possession in order to prepare the appeal. The request for
review, together with written statement of the claimant's position, must be
filed with the Plan Administrator no later than 60 days after receipt of the
written notification of denial of a claim provided for in Section 6.1. The Plan
Administrator's decision shall be made within 60 days following the filing of
the request for review. If unfavorable, the notice of the decision shall explain
the reasons for denial and indicate the provisions of the Plan or other
documents used to arrive at the decision.

         6.3      Satisfaction of Claims. The payment of the benefits due under
the Plan to a Participant or Beneficiary shall discharge the Participating
Company's obligations under the Plan, and neither the Participant nor the
Beneficiary shall have any further rights under the Plan upon receipt by the
appropriate person of all benefits. In addition, (i) if any payment is made to a
Participant or Beneficiary with respect to benefits described in the Plan from
any source arranged by BellSouth or a Participating Company including, without
limitation, any fund, trust, insurance arrangement, bond, security device, or
any similar arrangement, such payment shall be deemed to be in full and complete
satisfaction of the obligation of the Participating Company under the Plan to
the extent of such payment as if such payment had been made directly by such
Participating Company; and (ii) if any payment from a source described in clause
(i) shall be made, in whole or in part, prior to the time payment would be made
under the terms of the Plan, such payment shall be deemed to satisfy such
Participating Company's obligation to pay Plan benefits beginning with the
benefit which would next become payable under the Plan and continuing in the
order in which benefits are so payable, until the payment from such other source
is fully recovered. The Plan Administrator or such Participating Company, as a
condition to making any payment, may require such Participant or Beneficiary to
execute a receipt and release therefor in such form as shall be determined by
the Plan Administrator or the Participating Company. If receipt and release is
required but the Participant or Beneficiary (as applicable) does not provide
such receipt and release in a timely enough manner to permit a timely
distribution in accordance with the general timing of distribution provisions in
the Plan, the payment of any affected distribution may be delayed until the Plan
Administrator or the Participating Company receives a proper receipt and
release.

<PAGE>



                                   ARTICLE VII
                                SOURCE OF FUNDS


         Each Participating Company shall provide the benefits described in the
Plan from its general assets. However, to the extent that funds in one or more
trusts, or other funding arrangement(s), allocable to the benefits payable under
the Plan are available, such assets may be used to pay benefits under the Plan.
If such assets are not sufficient or are not used to pay all benefits due under
the Plan, then the appropriate Participating Company shall have the obligation,
and the Participant or Beneficiary, who is due such benefits, shall look to such
Participating Company to provide such benefits. No Participant or Beneficiary
shall have any interest in the assets of any trust, or other funding
arrangement, or in the general assets of the Participating Companies other than
as a general, unsecured creditor. Accordingly, a Participating Company shall not
grant a security interest in the assets held by the trust in favor of the
Participants, Beneficiaries or any creditor.


<PAGE>



                                  ARTICLE VIII
                               PLAN ADMINISTRATION


         8.1      Action by the Plan Administrator.

                  (a)      Individual Administrator. If the Plan Administrator
is an individual, such individual shall act and record his or her actions in
writing. Any matter concerning specifically such individual's own benefit or
rights hereunder shall be determined by the Board or its designee.

                  (b)      Administrative Committee. If the Plan Administrator
is a committee, action of the Plan Administrator may be taken with or without a
meeting of committee members; provided, action shall be taken only upon the vote
or other affirmative expression of a majority of the committee members qualified
to vote with respect to such action. If a member of the committee is a
Participant or Beneficiary, such member shall not participate in any decision
which solely affects his or her own benefit under the Plan. For purposes of
administering the Plan, the Plan Administrator shall choose a secretary who
shall keep minutes of the committee's proceedings and all records and documents
pertaining to the administration of the Plan. The secretary may execute any
certificate or any other written direction on behalf of the Plan Administrator.

         8.2      Rights and Duties of the Plan Administrator. The Plan
Administrator shall administer the Plan and shall have all powers necessary to
accomplish that purpose, including (but not limited to) the following:

                  (a)      to construe, interpret and administer the Plan;

                  (b)      to make determinations required by the Plan, and to
maintain records regarding Participants' and Beneficiaries' benefits hereunder;

                  (c)      to compute and certify to Participating Companies the
amount and kinds of benefits payable to Participants and Beneficiaries, and to
determine the time and manner in which such benefits are to be paid;

                  (d)      to authorize all disbursements by a Participating
Company pursuant to the Plan;

                  (e)      to maintain all the necessary records of the
administration of the Plan;

                  (f)      to make and publish such rules and procedures for the
regulation of the Plan as are not inconsistent with the terms hereof;

                  (g)      to delegate to other individuals or entities from
time to time the performance of any of its duties or responsibilities hereunder;
and

<PAGE>

                  (h)      to hire agents, accountants, actuaries, consultants
and legal counsel to assist in operating and administering the Plan.

The Plan Administrator shall have the exclusive right to construe and interpret
the Plan, to decide all questions of eligibility for benefits and to determine
the amount of such benefits, and its decisions on such matters shall be final
and conclusive on all parties.

         8.3      Bond; Compensation. The Plan Administrator and (if applicable)
its members shall serve as such without bond and without compensation for
services hereunder. All expenses of the Plan Administrator shall be paid by the
Participating Companies.


<PAGE>



                                   ARTICLE IX
                            AMENDMENT AND TERMINATION


         9.1      Amendments. Subject to Section 9.3, the Board shall have the
right, in its sole discretion, to amend the Plan in whole or in part at any time
and from time to time. In addition, the Plan Administrator shall have the right,
in its sole discretion, to amend the Plan at any time and from time to time so
long as such amendment is not of a material nature.

         9.2      Termination of Plan. Subject to Section 9.3, BellSouth
reserves the right to discontinue and terminate the Plan at any time, for any
reason. Any action to terminate the Plan shall be taken by the Board and such
termination shall be binding on all Participating Companies, Participants and
Beneficiaries.

         9.3      Limitation on Authority. Except as otherwise provided in this
Section 9.3, no contractual right created by and under any Deferral Election,
Bonus Deferral Election or Performance Share Deferral Election made prior to the
effective date of any amendment or termination shall be abrogated by any
amendment or termination of the Plan, absent the express, written consent of the
Participant who made the Deferral Election, Bonus Deferral Election or
Performance Share Deferral Election.

                  (a)      Plan Amendments. The limitation on authority
described in this Section 9.3 shall not apply to any amendment of the Plan which
is reasonably necessary, in the opinion of counsel, (i) to preserve the intended
income tax consequences of the Plan described in Section 10.1, (ii) to preserve
the status of the Plan as an unfunded, nonqualified deferred compensation plan
for the benefit of a select group of management or highly compensated employees
and not subject to the requirements of Part 2, Part 3 and Part 4 of Title I of
ERISA, or (iii) to guard against other material adverse impacts on Participants
and Beneficiaries, and which, in the opinion of counsel, is drafted primarily
to preserve such intended consequences, or status, or to guard against such
adverse impacts.

                  (b)      Plan Termination. The limitation on authority
described in this Section 9.3 shall not apply to any termination of the Plan as
the result of a determination that, in the opinion of counsel, (i) Participants
and Beneficiaries generally are subject to federal income taxation on Deferral
Contributions or other amounts in Participant Accounts prior to the time of
distribution of amounts under the Plan, or (ii) the Plan is generally subject
to Part 2, Part 3 or Part 4 of Title I of ERISA, but in either case only if
such termination is reasonably necessary, in the opinion of counsel, to guard
against material adverse impacts on Participants and Beneficiaries, or
BellSouth or Participating Companies. Upon such termination, the entire amount
in each Participant's Accounts shall be distributed in a single lump-sum
distribution as soon as practicable after the date on which the Plan is
terminated. In such event, the Plan Administrator shall declare that the date
of termination (or, if such day is not a Business Day, the last Business Day
immediately preceding such day) shall be a Valuation Date and all distributions
shall be made based on the value of the Accounts as of such Valuation Date.

<PAGE>

                  (c)      Opinions of Counsel. In each case in which an opinion
of counsel is contemplated in this Section 9.3, such opinion shall be in writing
and delivered to the Board, rendered by a nationally recognized law firm
selected or approved by the Board.


<PAGE>



                                    ARTICLE X
                                  MISCELLANEOUS

         10.1     Taxation. It is the intention of BellSouth that the benefits
payable hereunder shall not be deductible by the Participating Companies nor
taxable for federal income tax purposes to Participants or Beneficiaries until
such benefits are paid by the Participating Company to such Participants or
Beneficiaries. When such benefits are so paid, it is the intention of the
Participating Companies that they shall be deductible by the Participating
Companies under Code Section 162.

         10.2     Withholding. All payments made to a Participant or Beneficiary
hereunder shall be reduced by any applicable federal, state or local withholding
or other taxes or charges as may be required under applicable law.

         10.3     No Employment Contract. Nothing herein contained is intended
to be nor shall be construed as constituting a contract or other arrangement
between a Participating Company and any Participant to the effect that the
Participant will be employed by the Participating Company or continue to be an
employee for any specific period of time.

         10.4     Headings. The headings of the various articles and sections in
the Plan are solely for convenience and shall not be relied upon in construing
any provisions hereof. Any reference to a section shall refer to a section of
the Plan unless specified otherwise.

         10.5     Gender and Number. Use of any gender in the Plan will be
deemed to include all genders when appropriate, and use of the singular number
will be deemed to include the plural when appropriate, and vice versa in each
instance.

         10.6     Assignment of Benefits. The right of a Participant or
Beneficiary to receive payments under the Plan may not be anticipated,
alienated, sold, assigned, transferred, pledged, encumbered, attached or
garnished by creditors of such Participant or Beneficiary, except by will or by
the laws of descent and distribution and then only to the extent permitted under
the terms of the Plan.

         10.7     Legally Incompetent. The Plan Administrator, in its sole
discretion, may direct that payment be made to an incompetent or disabled
person, for whatever reason, to the guardian of such person or to the person
having custody of such person, without further liability on the part of a
Participating Company for the amount of such payment to the person on whose
account such payment is made.

         10.8     Entire Document. This Plan document sets forth the entire Plan
and all rights and limits. Except for a formal amendment hereto, no document
shall modify the Plan or create any additional rights or benefits.

         10.9     Governing Law. The Plan shall be construed, administered and
governed in all respects in accordance with applicable federal law (including
ERISA) and, to the extent not

<PAGE>

preempted by federal law, in accordance with the laws of the State of Georgia.
If any provisions of this instrument shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.


<PAGE>







                                    EXHIBIT A

                             Participating Companies
                             (as of January 1, 2002)

Participating Company Names                                     Effective Date

1.      BellSouth Advertising & Publishing Corporation          January 1, 2002

2.      BellSouth Corporation                                   January 1, 2002

3.      BellSouth D.C., Inc.                                    January 1, 2002

4.      BellSouth International, Inc.                           January 1, 2002

5.      BellSouth Telecommunications, Inc.                      January 1, 2002