AGREEMENT


     THIS  AGREEMENT  is made this 27th day of  October,  1999,  by and  between
BellSouth Corporation (the "Company") and Jere A. Drummond (the "Executive");

                              W I T N E S S E T H:

     WHEREAS,  the  Executive  is employed by the Company,  or a  subsidiary  or
affiliate of the Company (each, a "BellSouth Company");

         WHEREAS,  the  Executive  and the  Company  entered  into a  retirement
agreement  on  January  6, 1995  (the  "Prior  Agreement")  which  requires  the
Executive's  retirement  during  the  calendar  year in  which  the  Executive's
sixtieth (60th) birthday occurs;

         WHEREAS,  the Executive and the Company now desire to amend and restate
the Prior  Agreement in its entirety to, among other things,  extend the date of
the Executive's retirement; and

     WHEREAS,  the Executive now elects to retire under the terms and conditions
set forth in this Agreement;

         NOW,  THEREFORE,  in consideration of the above premises and the mutual
covenants and agreements contained herein, the parties hereto agree as follows:

         1. Retirement Date. The Executive shall terminate employment and resign
from each  position  the  Executive  holds with the  Company  and any  BellSouth
Company on a date (the  "Retirement  Date") on or before  December 31, 2001. The
Retirement  Date  shall  be such  date as is  mutually  agreed  to  between  the
Executive and the Company;  provided,  however, that either the Executive or the
Company may unilaterally select the Retirement Date by providing at least thirty
(30),  but no more than sixty (60),  days' advance  notice to the other party of
the Retirement Date so selected.

         2. Separation Allowance. As soon as is reasonably practicable after the
Executive's  Retirement  Date,  the  Company  shall  pay to the  Executive  as a
separation  allowance a single  lump-sum  cash  payment  equal to the sum of (1)
twice the Executive's  Base Salary in effect on the Retirement Date plus (2) the
standard  award  amount   applicable  to  the  Executive   under  the  BellSouth
Corporation  Officer Short Term  Incentive  Award Plan ("STIAP") for the year in
which his Retirement Date occurs,  less withholdings,  or so much of such sum as
shall not be the subject of a deferral agreement between the parties hereto. For
purposes of this  Agreement,  "Base Salary" shall refer to the gross annual base
salary  payable  to  the  Executive  including  the  amount  of  any  before-tax
contributions made by the Executive from such salary to the BellSouth Retirement
Savings Plan, any other qualified cash or deferred arrangement  sponsored by the
Company or a BellSouth Company, or a successor to any such plan, as the case may
be, and the amount of any other deferrals of such salary under any  nonqualified
deferred compensation plans maintained by the Company or a BellSouth Company.

         3. Short Term Incentive  Award.  The Executive  shall be entitled to an
award  under the STIAP  based on  performance  results for the year in which the
Executive's Retirement Date occurs, prorated to the Executive's Retirement Date.
The payment  described in this Section 3 shall be subject to all other terms and
conditions of STIAP.

         4.  Supplemental  Executive  Retirement  Plan.  The Executive  shall be
entitled to benefits  under the  BellSouth  Corporation  Supplemental  Executive
Retirement  Plan ("SERP")  equal to the greater of (a) the benefits to which the
Executive would be entitled under SERP without regard to this Agreement, and (b)
the  benefits  to which the  Executive  would be  entitled  under  SERP with the
following adjustments:

                  (i)      the aggregate  annual  benefit being based on seventy
                           percent  (70%) of Included  Earnings (as such term is
                           defined in SERP) instead of the formula  described in
                           section 4.4(a)(i) of SERP; and

                  (ii)     the  benefit  so  determined  being  reduced  by  the
                           retirement  benefit  (unreduced for survivor annuity)
                           payable  to the  Executive  under  any  tax-qualified
                           defined  benefit pension plan maintained by any prior
                           employer  of  the  Executive,   in  addition  to  the
                           reductions described in section 4.4(a)(i) of SERP.

         5.  Stock  Options.  The  Executive  shall  be  entitled  to a grant of
non-qualified  stock  options  to  purchase  shares of Company  stock  under the
BellSouth Corporation Stock Plan, or its successor (the "Stock Plan"), as of the
day preceding  Executive's  Retirement Date, equal to the number of such options
granted to the Executive as part of the regular  grant most  recently  preceding
his Retirement  Date. The grant  described in this Section 5 shall be subject to
all other terms and conditions of the Stock Plan.

         6. Financial  Counseling.  The Executive  shall be entitled to benefits
described in the BellSouth  Corporation  Financial  Counseling  Plan through his
sixty-seventh (67th) birthday, such benefits to be provided by the Company as if
eligibility  therefor  extended  to such  date  under  the  terms of such  plan.
Benefits  described  in this  Section 6 shall be subject to all other  terms and
conditions of the Financial Counseling Plan.

         7. Company  Automobile.  The Executive  may, at his election,  purchase
from the Company (or BellSouth Company) any Company-owned automobile provided to
him for its wholesale price determined by the Company as of his Retirement Date,
if the  Executive  notifies the Company of his  intention to do so within thirty
(30) days of his Retirement Date.

         8. Death of Executive. If the Executive should die at any time prior to
retirement, the Company shall pay to the Executive's estate in a single lump sum
cash payment, less withholdings, the sum of:

                  (i) an amount equal to the separation  allowance  described in
         Section 2 of this Agreement  (substituting in Section 2 the date of the
         Executive's death for the Retirement Date);

                  (ii) an amount equal to the STIAP award described in Section 3
         of this  Agreement (to the extent such amount is not otherwise  payable
         under STIAP); and

                  (iii) an amount equal to the value of the non-qualified  stock
         options  to  purchase  shares of  Company  stock  under the Stock  Plan
         granted to the  Executive  as part of the regular  grant most  recently
         preceding his date of death.  The parties to this Agreement  agree that
         such value shall be deemed to be the value  ascribed to such options by
         the Company in  determining  the amount of such regular option grant to
         executives and other managers.

                  In addition,  if the Executive should die at any time prior to
actually  retiring on the Retirement Date, the Executive's  surviving spouse, if
any,  shall be  entitled  to a  survivor  annuity  under  the SERP  based on the
enhanced SERP formula described in Section 4 of this Agreement.

         9. Discharge and Waiver.  Company's  obligations  under this Agreement,
and Executive's  entitlement to the compensation  and benefits  described herein
(other than amounts payable in the event of the  Executive's  death as described
in Section 8), are expressly conditioned upon execution by Executive of a waiver
and  release  and  agreement  not to  sue,  in  form  and  substance  reasonably
acceptable to Company,  pursuant to which  Executive  fully releases and forever
discharges  Company  and  Affiliated  Companies,  and  any  employee,   officer,
director,  representative,  agent, successor or assign of Company and Affiliated
Companies  (both in their  personal  and official  capacities),  and all persons
acting by,  through and under or in concert  with any of them,  from any and all
claims, demands, causes of action, remedies,  obligations, costs and expenses of
whatever nature, whether under the common law, state law, federal law (including
but  not  limited  to the Age  Discrimination  in  Employment  Act of  1967)  or
otherwise,  through the  Retirement  Date,  including  those  arising from or in
connection  with the terms and conditions of employment with the Company and any
BellSouth  Company or the termination of that employment.  This paragraph is not
intended  to  affect  benefits  to which  Executive  may be  entitled  under the
Consolidated Omnibus Budget Reconciliation Act (COBRA) or any pension or benefit
plan in which Executive is a participant.

         10.  Nondisparagement.  Executive  agrees that now and in the future he
will protect and preserve the Company's and Affiliated  Companies'  goodwill and
reputation in the industry and in the community,  with customers and the public,
and will refrain from public or private comments or actions which are derogatory
or which may tend to disparage Company's or Affiliated Companies' reputations or
otherwise  tend to injure  Company or Affiliated  Companies in their business or
public affairs.

         11. Employment  Rights.  The Company and the Executive  understand that
this  Agreement  constitutes  a binding  commitment  to provide the benefits set
forth herein upon the  Executive's  retirement or death.  The Agreement does not
constitute, and should not be construed as an employment contract. The Executive
acknowledges  that  he is and  shall  remain  an  employee  at  will  who may be
terminated by the Company or a BellSouth  Company for any reason and at any time
prior to the  Retirement  Date.  Similarly,  the Company  acknowledges  that the
Executive  may resign for any reason at any time prior to his  Retirement  Date.
The Executive understands that he, like any other employee, has been and will be
subject  to the  Company's  performance  standards  as well as its  disciplinary
rules.

         12.  Severability.  In the event one or more of the  provisions of this
Agreement shall for any reason be held to be invalid,  illegal or  unenforceable
in any  respect,  the  same  shall  not  affect  any  other  provisions  of this
Agreement,  but this Agreement  shall be construed as if such invalid or illegal
or unenforceable provisions had never been contained herein.

         13. Entire Agreement.  This Agreement  embodies the entire agreement of
the parties  hereto  relating to the subject  matter  hereof.  No  amendment  or
modification of this Agreement shall be valid or binding upon the parties unless
made in writing and signed by the parties hereto.

         14.  Responsibility;  Binding Effect.  The Company shall be responsible
for all payments and benefits described in this Agreement;  provided that, if at
the  Executive's  Retirement  Date, the Executive is not employed by the Company
but is  employed  by a  BellSouth  Company,  such  BellSouth  Company  shall  be
responsible  for all  payments  and benefits  described  in this  Agreement  and
thereafter all references in this Agreement to the "Company"  shall be deemed to
be references to such BellSouth  Company.  This Agreement  shall be binding upon
the parties  hereto and their  respective  heirs,  representatives,  successors,
transferees and assigns.

         15. Governing Law;  Consultation with Counsel.  This Agreement shall be
construed under and governed by the laws of the State of Georgia.  Executive has
been  advised  to  consult  with an  attorney,  acknowledges  having  had  ample
opportunity to do so and fully understands the binding effect of this Agreement.



<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date set forth above.

EXECUTIVE:                                  COMPANY:



/s/ Jere A. Drummond                        By: /s/ F.D. Ackerman
Signature                                   Signature


                                           Chairman of the Board, President
Jere A. Drummond                           and Chief Executive Officer
Name                                                    Title