BELLSOUTH
                             COMPENSATION DEFERRAL PLAN

               (As Amended and Restated Effective September 28, 1998)

<PAGE>

BELLSOUTH 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
1.5       "Base Salary".........................2
1.6       "BellSouth"...........................2
1.7       "Beneficiary".........................2
1.8       "Board"...............................2
1.4       "Annual Bonus 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 Employee"...................4
1.20      "ERISA"...............................4
1.21      "Executive"...........................4
1.22      "Interest Income Option"..............4
1.23      "Interest Income Subaccount"..........4
1.24      "Investment Election".................4
1.25      "Investment Options"..................4
1.26      "Participant".........................5
1.27      "Participating Company"...............5
1.28      "Plan"................................5
1.29      "Plan Administrator"..................5
1.30      "Plan Year"...........................5
1.31      "Senior Manager"......................5
1.32      "Short Term Bonus Plan"...............5
1.33      "Stock Unit"..........................5
1.34      "Stock Unit Option"...................5
1.35      "Stock Unit Subaccount"...............5
1.36      "Valuation Date"......................6

ARTICLE II  ELIGIBILITY AND PARTICIPATION.......7

2.1       Annual Participation..................7
2.2       Interim Plan Year Participation.......7
2.3       Election Procedures...................7
2.4       Cessation of Eligibility..............8

ARTICLE III  PARTICIPANTS'ACCOUNTS; DEFERRAL CONTRIBUTIONS................9

3.1       Participants'Accounts...................................9
   (a)       Establishment of Accounts............................9
   (b)       Nature of Contributions and Accounts.................9
   (c)       Several Liabilities..................................9
   (d)       General Creditors....................................9
3.2       Deferral Contributions..................................9
   (a)       Effective Date......................................10
   (b)       Term................................................10
   (c)       Base Salary Deferral Election Amount................10
   (d)       Bonus Deferral Election Amount......................11
   (e)       Revocation..........................................11
   (f)       Crediting of Deferred Compensation..................11
3.3       Deferral Elections and Multiple Participating Companies.11
3.4       Termination Under Severance Arrangement...........................12
3.5       Vesting...........................................................12

ARTICLE IV  DETERMINATION AND CREDITING OF INVESTMENT RETURN................13

4.1       General Investment Parameters.....................................13
4.2       Participant Direction of Deemed Investments.......................13
   (a)       Nature of Participant Direction................................13
   (b)       Investment of Contributions....................................13
   (c)       Investment of Existing Account Balances........................13
   (d)       Investment Subaccounts.........................................14
4.3       Stock Unit Option.................................................14
   (a)       Stock Unit Subaccount..........................................14
   (b)       Cash Dividends.................................................14
   (c)       Adjustments for Stock Dividends and Splits.....................14
4.4       InterestIncome Option.............................................15
   (a)       Interest Income Subaccount.....................................15
   (b)       Crediting of Deemed Interest...................................15
     (i)     Amount Invested................................................15
     (ii)         Determination of Amount...................................15
4.5       Good Faith Valuation Binding......................................15
4.6       Errors and Omissions in Accounts..................................15

ARTICLE V  PAYMENT OF ACCOUNT BALANCES......................................16

5.1       Benefit Amounts...................................................16
   (a)       Benefit Entitlement............................................16
   (b)       Valuation of Benefit...........................................16
   (c)       Conversion of Stock Units into Dollars.........................16
5.2       Elections of Timing and Form......................................16
   (a)       Timing.........................................................16
   (b)       Form of Distribution...........................................16
   (c)       Multiple Selections............................................17
5.3       Benefit Payments to a Participant.................................17
   (a)       Timing.........................................................17
   (b)       Form of Distribution...........................................17
   (c)       Valuation of Single Sum Payments...............................17
   (d)       Valuation of Installment Payments..............................17
5.4       Death Benefits....................................................18
   (a)       General........................................................18
   (b)       Valuation......................................................18
5.5       Beneficiary Designation...........................................18
   (a)       General........................................................18
   (b)       No Designation or Designee Dead or Missing.....................18
   (c)       Death of Beneficiary...........................................19
5.6       Taxes.............................................................19

ARTICLE VI  CLAIMS..........................................................20

6.1       Initial Claim.....................................................20
6.2       Appeal............................................................20
6.3       Satisfaction of Claims............................................20

ARTICLE VII  SOURCE OF FUNDS................................................21


ARTICLE VIII  PLAN ADMINISTRATION...........................................22

8.1       Action by the Plan Administrator..................................22
   (a)       Individual Administrator.......................................22
   (b)       Administrative Committee.......................................22
8.2       Rights and Duties of the Plan Administrator.......................22
8.3       Bond; Compensation................................................23

ARTICLE IX  AMENDMENT AND TERMINATION.......................................24

9.1       Amendments........................................................24
9.2       Termination of Plan...............................................24
9.3       Limitation on Authority...........................................24
   (a)       Plan Amendments................................................24
   (b)       Plan Termination...............................................24
   (c)       Opinions of Counsel............................................25

ARTICLE X  MISCELLANEOUS....................................................26

10.1      Taxation..........................................................26
10.2      Withholding.......................................................26
10.3      No Employment Contract............................................26
10.4      Headings..........................................................26
10.5      Gender and Number.................................................26
10.6      Assignment of Benefits............................................26
10.7      Legally Incompetent...............................................26
10.8      Entire Document...................................................26
10.9      Governing Law.....................................................26


                                       BELLSOUTH COMPENSATION DEFERRAL PLAN


 Effective  as  of  the  1st  day  of  January,   1997,  BellSouth   Corporation
("BellSouth") established the BellSouth Compensation Deferral Plan (the "Plan").
The Plan is hereby amended and restated effective as of September 28, 1998.

                                              BACKGROUND AND PURPOSE


 A........Goal.  BellSouth  desires to provide  its  designated  key  management
employees,  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 employees' compensation;  and (ii) to receive an investment return on those
deferred  amounts  based on the return of  BellSouth  stock,  an indexed rate of
interest, or a combination of the two.


 B........Purpose.  The  purpose  of the  Plan is to set  forth  the  terms  and
conditions pursuant to which these deferrals may be made and deemed invested and
to describe  the nature and extent of the  employees'  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 this
Plan to its Plan  Participants,  and such  payments are not an obligation of any
other Participating Company.

                                                    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  Employee for a
specified Plan Year, such Eligible  Employee's  standard or base award amount to
be earned  under the  applicable  Short  Term Bonus Plan for such Plan Year (and
payable in the succeeding year).

 1.4 "Base  Salary"  shall mean,  with respect to each  Eligible  Employee for a
specified Plan Year, the gross regular,  periodic base salary paid or payable to
the  Eligible  Employee  during such Plan Year,  including  any of the  Eligible
Employee'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 5.5 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 a written  election form provided by
the Plan  Administrator  on which an  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.

 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)
Annual Bonus amount. For a Participant who is an Executive, such amount shall be
determined  as the rate or  amount  in  effect  or  applicable  on the date such
Participant  executes a Deferral  Election.  For a  Participant  who is a Senior
Manager,  such  amount  shall be  determined  as the rate or amount in effect or
applicable  on  September 1  of the year in which  the  Participant  executes  a
Deferral Election. For any Eligible Employee 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 who is an Executive may elect to defer under the Plan for any
Plan Year,  "Compensation"  shall  mean the amount of Annual  Bonus in effect or
applicable on the date such Participant executes a Bonus Deferral Election.

 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, for each Plan Year, that portion of a
Participant's  Base Salary and Annual Bonus (if  applicable)  deferred under the
Plan pursuant to Section 3.2.

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

 1.16 "Effective Date" shall mean January 1, 1997.

 1.17 "Election Deadline" shall mean:

 (a) For an individual  who is eligible to participate in the Plan for an entire
Plan Year and is employed by a  Participating  Company  before the  beginning of
such Plan Year,  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  Employee for a Plan Year,  the 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) For an individual  who becomes  employed by a  Participating  Company as an
Executive and Eligible Employee 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 30 days after the date the individual
first becomes eligible to participate in the Plan.

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

 1.19  "Eligible  Employee"  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 an Executive or a
Senior  Manager  for the  Plan  Year,  or is  otherwise  designated  by the Plan
Administrator as eligible to participate in the Plan for such Plan Year.

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

 1.21  "Executive"  shall mean an employee of a  Participating  Company who, for
purposes of this Plan for a Plan Year, is  designated by the Plan  Administrator
as a member of BellSouth's "executive compensation group."

 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 a written  election in such form as is
provided by the Plan  Administrator  on which an Eligible  Employee may elect to
have  Deferral  Contributions  for a Plan  Year  (and  all  investment  earnings
attributable thereto) deemed invested in either the Stock Unit Option and/or the
Interest Income Option.

 1.25  "Investment  Options"  shall mean the Stock Unit Option and the  Interest
Income Option.

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

 1.27 "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.

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

 1.29 "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.

 1.30 "Plan Year" shall mean the calendar year.

 1.31 "Senior  Manager" shall mean an employee of a  Participating  Company who,
for  purposes  of  this  Plan  for a  Plan  Year,  is  designated  by  the  Plan
Administrator as a "senior manager."

 1.32 "Short Term Bonus Plan" shall mean, with respect to Eligible Employees who
are  Executives,  the BellSouth  Corporation  Officer Short Term Incentive Award
Plan or any  successor  plan and,  with  respect to Eligible  Employees  who are
Senior Managers,  the annual bonus plan(s) or program(s) in which one or more of
such Senior Managers  participate for a Plan Year, in all cases as determined by
the Plan Administrator.


 1.33 "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.

 1.34 "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.

 1.35 "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.

 1.36  "Valuation  Date"  shall mean  December  31 (or,  if December 31 is not a
Business Day, the last Business Day immediately preceding December 31), and each
other day declared by the Plan Administrator to be a Valuation Date.

                                                    ARTICLE II
                                           ELIGIBILITY AND PARTICIPATION
 2.1 Annual Participation. Each individual who is an Eligible Employee 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  Employee's  Base  Salary  and,  in  addition,  for each such  Eligible
Employee who is an Executive, such Eligible Employee's Annual Bonus, 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  Employee  properly and timely completes the election
procedures described in Section 2.3.

 2.2 Interim Plan Year Participation.  Each individual who becomes employed by a
Participating Company as an Executive and Eligible Employee 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  Executive  properly  and  timely  completes  the  election  procedures
described in Section 2.3.

 2.3 Election Procedures.

 (a) Executives. Each Eligible Employee who is an Executive may elect to defer a
portion of such Eligible Employee's Base Salary and/or Annual Bonus, 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 and/or Bonus 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  Employee at the time the  individual  delivers the completed  Deferral
Election  and/or Bonus  Deferral  Election and  Investment  Election to the Plan
Administrator.  The Plan Administrator may also require the Eligible Employee to
complete other forms and provide other data, as a condition of  participation in
the Plan.

 (b) Senior Managers.  Each Eligible  Employee who is a Senior Manager may elect
to defer a portion of such Eligible  Employee's Base Salary,  and thereby become
an active  Participant  for a Plan Year,  by  delivering  a  completed  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  Employee at the time the
individual  delivers the completed Deferral Election and Investment  Election to
the Plan  Administrator.  The Plan  Administrator  may also require the Eligible
Employee to  complete  other forms and  provide  other data,  as a condition  of
participation in the Plan.

 2.4 Cessation of Eligibility.  An Eligible  Employee's active  participation in
the Plan shall  terminate,  and the Eligible  Employee  shall not be eligible to
make any  additional  Deferral  Contributions,  for any  portion  of a Plan Year
following the date the Eligible  Employee's  employment  with  BellSouth and all
Participating  Companies  terminates (unless such individual is reemployed as an
Eligible  Employee  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 Employee 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  date  the  individual  again  becomes  an  Eligible  Employee  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.

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 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 and Bonus Deferral  Elections executed by Eligible Employees 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  Employee who is an 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  and/or  Bonus
Deferral  Election and an  Investment  Election,  and following  other  election
procedures as provided in Section 2.3.  Each  Eligible  Employee who is a Senior
Manager may irrevocably elect to have Deferral  Contributions made on his or her
behalf for a Plan Year by completing in a timely manner a 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 and Bonus  Deferral
Elections (if applicable):

 (a) Effective Date.

 (i) Base Salary Deferral Election.  Subject to Section 3.2(a)(iii),  a Deferral
Election  made by a  Participant  (whether  the  Participant  is an Executive or
Senior  Manager) 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 an Executive participating
for a portion of a Plan Year in  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)(iii), a Bonus Deferral
Election made by a Participant  who is an Executive  shall be effective (A) with
respect to an Executive  participating  for the entire Plan Year, for the Annual
Bonus  earned  during  the Plan  Year,  and (B)  with  respect  to an  Executive
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) Other Requirements.  To be effective,  a Participant's  Deferral Election
and  Bonus  Deferral  Election  (if  applicable)  must be  made by the  Election
Deadline.  If an Eligible  Employee  fails to deliver a Deferral  Election and a
Bonus  Deferral  Election  (if  applicable),  or to  complete  any of the  other
requisite election  procedures for a Plan Year, in a timely manner, the Eligible
Employee 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
(whether the  Participant  is an Executive  or Senior  Manager)  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 an  Executive  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  who is an
Executive shall remain in effect with respect to the specified portion of Annual
Bonus  earned   during  such  Plan  Year  (or,  in  the  case  of  an  Executive
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.

 (c) Base Salary Deferral  Election Amount.  Each Eligible  Employee'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
Employee may defer for any Plan Year shall be as follows:

 (i) for an Eligible  Employee  who is a Senior  Manager  for the Plan Year,  or
otherwise designated by the Plan Administrator as eligible to participate in the
Plan  (and who is not an  Executive  for the  Plan  Year),  10% of the  Eligible
Employee's Compensation; and

 (ii) for an Eligible Employee who is an Executive for the Plan Year, 25% of the
Eligible Employee's Compensation;

 in each case,  rounded to the next highest thousand  dollars.  The total dollar
amount  shall be  withheld  from  such  Eligible  Employee's  regular,  periodic
paychecks of Base Salary in substantially equal installments throughout the Plan
Year.  Notwithstanding  any provision of this 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  Salary as an actively
employed  Eligible  Employee 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
Employee  (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  Employee who is an Executive shall specify a whole  percentage of such
Executive's  Annual Bonus to be deferred,  not to exceed fifty percent (50%) and
not less than five percent (5%).  The maximum amount  actually  deferred under a
Bonus  Deferral  Election for any Plan Year shall in no event exceed 100% of the
bonus  actually  paid for such Plan Year to the Executive  under the  applicable
Short Term Bonus Plan.

 (e)  Revocation.  Once made for a Plan  Year,  a  Participant  may not revoke a
Deferral Election or Bonus Deferral Election for such Plan Year.

 (f) Crediting of Deferred  Compensation The Plan Administrator  shall credit to
each  Participant's  Account  for a Plan Year,  as of the first day of such Plan
Year (or, as of the effective date of participation of an Executive described in
Section 2.2),  the entire  amount of the  Participant's  Deferral  Contributions
reflected in his or her Deferral Election for such Plan Year; provided, that 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 an Executive  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)  during the Plan Year if for any reason the entire amount of
the  Participant's  Deferral  Contributions  so reflected is not made.  The Plan
Administrator  shall  credit  to  the  Account  of  each  Participant  who is an
Executive  and who makes a Bonus  Deferral  Election for a Plan Year,  as of the
first day of the year in which the  Participant's  annual bonus is actually paid
for such Plan Year under the Short Term Bonus Plan,  the entire amount  actually
deferred.

 3.3  Deferral  Elections  and  Multiple  Participating  Companies  Any Deferral
Election  and/or Bonus Deferral  Election which is timely executed and delivered
to the Plan Administrator  shall be effective to defer Base Salary and/or Annual
Bonus (as applicable)  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  Election  and/or Bonus  Deferral  Election is effective.  In
particular,  a  Participant  (i) who  timely  executes  and  delivers a Deferral
Election  and/or Bonus 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 and/or Annual Bonus (as applicable) that is
paid or payable to such  Participant  by both  Participating  Companies  reduced
under the terms of the Deferral  Election and/or Bonus 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  attributable  to any  portion  of the  Plan  Year  during  which  such
Participant  is  not  receiving  Base  Salary  as  an  Eligible  Employee  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  in an  amount  not to  exceed  the  dollar  amount by which the
Participant's Base Salary Deferral Contributions 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.

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 the manner in which his or her Deferral  Contributions for each Plan Year
shall be deemed  invested  in and  between  the Stock  Unit  Option  and/or  the
Interest Income Option, in accordance with the following terms:

 (a) Nature of Participant Direction. A Participant's election of the Stock Unit
Option  and/or  Interest  Income  Option  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 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 a Deferral
Election  and/or Bonus Deferral  Election for a Plan Year, an Eligible  Employee
shall  complete  an  Investment  Election  prescribing  the  percentage  of such
Eligible  Employee's  Deferral  Contributions  for such  Plan  Year that will be
deemed to be  invested  in the Stock  Unit  Option  and/or the  Interest  Income
Option;  provided,  such  Investment  Election  shall  specify  one of the three
alternatives, as follows:

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

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

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

 (c)  Investment of Existing  Account  Balances.  A Participant  may not make an
Investment  Election changing the percentage of an existing Account balance that
will be deemed to be  invested  in the Stock Unit  Option  and/or  the  Interest
Income Option.  Once an Investment  Election is made with respect to an Account,
it shall  continue to apply with  respect to such  Account  until all amounts in
such Account are distributed.

 (d) Investment  Subaccounts.  For the sole purpose of tracking a  Participant's
investment  elections and  calculating  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 and an Interest  Income  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  Employee  makes an
Investment  Election in accordance  with Section 4.2 to have all or a portion of
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(f), 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 such  portion  of the  Eligible  Employee'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 Business
Days ending on such  dividend  payment date (or the period of five 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 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 Employee makes
an Investment  Election in accordance  with Section 4.2 to have all or a portion
of 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(f), if applicable),  as of the first day of such Plan Year, with
such portion of the Eligible Employee'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 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 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.

 4.6 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.

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 (i) the  total  amount of all of such
Participant's  Deferral  Contributions  credited  thereto;  plus (ii) all deemed
investment earnings  attributable  thereto;  minus (iii) the total amount of all
benefit payments previously made therefrom.

 (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 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, an Eligible  Employee shall select the timing and form of the distribution
that  will  apply  to  the  Account  for  such  Eligible   Employee'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 later than the
twentieth 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 one (1)
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 Deferral Contributions elected
for such Plan Year.

 (c) Multiple  Selections.  An Eligible  Employee 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. 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); and

 (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 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.

 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 5.5, 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 one (1) 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 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 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 5.5(c).

 5.6  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.

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.

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.

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

 (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.

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  or Bonus
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 or Bonus 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.

 (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.


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  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.

EXHIBIT A

Participating Companies
(as of September 28, 1998)

Participating Company Names                                  Effective Date

BellSouth Advertising and Publishing Corporation             January 1, 1997
BellSouth Applied Technologies, Inc.                         January 1, 1997
BellSouth BSE, Inc.                                          January 1, 1998
BellSouth Business Systems, Inc.                             January 1, 1997
BellSouth Cellular Corp.                                     January 1, 1997
BellSouth Cellular National Marketing, Inc.                  January 1, 1997
BellSouth Communication Systems, Inc.                        January 1, 1997
BellSouth Corporation                                        January 1, 1997
BellSouth D.C., Inc.                                         January 1, 1997
BellSouth Entertainment, Inc.                                January 1, 1997
BellSouth Information Systems, Inc. (BIS)                    January 1, 1997
BellSouth Intellectual Property Management Corporation       January 1, 1999
BellSouth International, Inc.                                January 1, 1997
BellSouth International Long Distance Services               January 1, 1999
BellSouth International Wireless Services, Inc.              January 1, 1999
BellSouth Long Distance, Inc.                                January 1, 1997
BellSouth MNS, Inc.                                          January 1, 1999
BellSouth Mobile Data Services, Inc.                         January 1, 1997
BellSouth.net Inc.                                           January 1, 1997
BellSouth Personal Communications, Inc.                      January 1, 1997
BellSouth Public Communications, Inc.                        January 1, 1998
BellSouth Resources, Inc.                                    January 1, 1997
BellSouth Telecommunications, Inc.                           January 1, 1997
Honolulu Cellular Telephone Company                          January 1, 1999
Intelligent Media Ventures, Inc.                             January 1, 1997
L. M. Berry and Company                                      January 1, 1997
Stevens Graphics, Inc.                                       January 1, 1997
Sunlink Corporation                                          January 1, 1997
Westel-Indianapolis Company                                  January 1, 1998