BELLSOUTH
OFFICER COMPENSATION DEFERRAL PLAN




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"   4
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     "Plan"   5
1.32     "Plan Administrator"       5
1.33     "Plan Year"       6
1.34     "Short Term Bonus Plan"    6
1.35     "Stock/Interest Option"    6
1.36     "Stock Unit"      6
1.37     "Stock Unit Option"        6
1.38     "Stock Unit Subaccount"    6
1.39     "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.  7
ARTICLE III  PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS   8
3.1      Participants' Accounts.    8
(a)      Establishment of Accounts. 8
(b)      Nature of Contributions and Accounts.       8
(c)      Several Liabilities.       8
(d)      General Creditors.         8
3.2      Deferral Contributions.    8
(a)      Effective Date.   8
(b)      Term.    9
(c)      Base Salary Deferral Election Amount.       9
(d)      Bonus Deferral Election Amount.    10
(e)      Revocation.       10
(f)      Crediting of Deferred Compensation.10
3.3      Deferral Elections and Multiple Participating Companies.      10
3.4      Termination Under Severance Arrangement     11
3.5      Vesting. 11
3.6      Debiting of Distributions. 11
ARTICLE IV  DETERMINATION AND CREDITING OF INVESTMENT RETURN  12
4.1      General Investment Parameters.     12
4.2      Participant Direction of Deemed Investments.         12
(a)      Nature of Participant Direction.   12
(b)      Investment of Contributions.       12
(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.      15
4.4      Interest Income Option.    15
(a)      Interest Income Subaccount.        15
(b)      Crediting of Deemed Interest.      15
4.5      Mutual Fund Option.        16
(a)      Mutual Funds.     16
(b)      Mutual Fund Subaccount.    16
(c)      Crediting of Earnings.     16
4.6      Good Faith Valuation Binding.      16
4.7      Errors and Omissions in Accounts.  16
ARTICLE V  PAYMENT OF ACCOUNT BALANCES      17
5.1      Benefit Amounts.  17
(a)      Benefit Entitlement.       17
(b)      Valuation of Benefit.      17
(c)      Conversion of Stock Units into Dollars.     17
5.2      Elections of Timing and Form.      17
(a)      Timing.  17
(b)      Form of Distribution.      17
(c)      Multiple Selections.       18
5.3      One-Time Modification of Elections.18
(a)      Modifications of Timing of Distribution.    18
(b)      Modification of Form of Distribution.       18
5.4      Benefit Payments to a Participant. 19
(a)      Timing.  19
(b)      Form of Distribution.      19
(c)      Valuation of Single Sum Payments.  19
(d)      Valuation of Installment Payments. 19
5.5      Death Benefits.   19
(a)      General  19
(b)      Valuation         20
5.6      Withdrawals.      20
(a)      Hardship Withdrawals.      20
(b)      Withdrawals with Forfeiture.       20
5.7      Beneficiary Designation.   21
(a)      General. 21
(b)      No Designation or Designee Dead or Missing. 21
(c)      Death of Beneficiary       21
5.8      Taxes.   21
ARTICLE VI  CLAIMS         23
6.1      Initial Claim.    23
6.2      Appeal.  23
6.3      Satisfaction of Claims.    23
ARTICLE VII  SOURCE OF FUNDS        24
ARTICLE VIII  PLAN ADMINISTRATION   25
8.1      Action by the Plan Administrator.  25
(a)      Individual Administrator.  25
(b)      Administrative Committee.  25
8.2      Rights and Duties of the Plan Administrator.         25
8.3      Bond; Compensation.        26
ARTICLE IX  AMENDMENT AND TERMINATION       27
9.1      Amendments.       27
9.2      Termination of Plan.       27
9.3      Limitation on Authority.   27
(a)      Plan Amendments   27
(b)      Plan Termination  27
(c)      Opinions of Counsel        28
ARTICLE X  MISCELLANEOUS   29
10.1     Taxation.         29
10.2     Withholding.      29
10.3     No Employment Contract.    29
10.4     Headings.         29
10.5     Gender and Number.         29
10.6     Assignment of Benefits.    29
10.7     Legally Incompetent.       29
10.8     Entire Document.  29
10.9     Governing Law.    29
EXHIBIT A         1



BELLSOUTH OFFICER COMPENSATION DEFERRAL PLAN


         Effective as of the 1st day of January, 2002, BellSouth Corporation
("BellSouth") hereby establishes the BellSouth Officer Compensation Deferral
Plan (the "Plan").


BACKGROUND AND PURPOSE


     A. Predecessor Plan. Effective January 1, 1997,  BellSouth  established the
BellSouth  Compensation  Deferral Plan (the  "Predecessor  Plan").  The original
version of the  Predecessor  Plan was amended and restated as of  September  28,
1998. The  Predecessor  Plan covered both  executives and senior managers of the
participating companies.

         B.    Plan Participation. As of the Effective Date, (i) executives
previously eligible to participate in the Predecessor Plan will instead be
eligible to participate in the Plan with respect to future deferrals, and (ii)
to the extent executives make elections described in Section 4.2(c)(iii) of the
Plan, the accounts of such executives under the Predecessor Plan will be
transferred to the Plan, and the executives' rights to those accounts will be
determined hereunder. The Predecessor Plan will remain in effect with respect to
accounts of executives not so transferred and senior managers of the
participating companies.

     C. 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.

     D.  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.

         E.    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.

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 standard or base
award amount to be earned under the 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
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 5.5 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 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.

     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. 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 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 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)   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 Executive 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 Eligible Executive 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.

         1.18   "Election Package" shall mean a package consisting of a
Deferral Election, a Bonus 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.

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

         1.32   "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.

         1.33     "Plan Year" shall mean the calendar year.

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

         1.35   "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).

         1.36   "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.

         1.37   "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.

         1.38   "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.

         1.39   "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.



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 and 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 Executive 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 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 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 Executive 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
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 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.
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 and Bonus 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 and/or Bonus
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:

                  (a)      Effective Date.

(i)   Base Salary Deferral Election. Subject to Section 3.2(a)(iii), 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 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 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)  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 Executive fails to deliver a Deferral Election
and a  Bonus  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 remain in effect with respect to the specified portion of
Annual Bonus 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.

                  (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
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%). 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 Eligible Executive under
the 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.

     (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  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;  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 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)  during the Plan Year if for any  reason  the  entire  amount of the
Participant's  Deferral Contributions so reflected is not made. 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 actually deferred.

     (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.

         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 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 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 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.

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. 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 and/or Bonus 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 or such Bonus 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  or  deferred   Annual  Bonus  shall   specify  one  of  the  three
alternatives, as follows:

               (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 or deferred
Annual Bonus 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.  Except as  provided  in  subsection  (c)(iii)
hereof, 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 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.


     (iii) One-Time Election.  An Eligible Executive who participated in and who
has  a  deemed  investment  under  the  Predecessor  Plan  (including   Deferral
Contributions  comprised of the Participant's  deferred Base Salary and deferred
Annual Bonus for the 2001 Plan Year), may make a one-time Investment Election to
direct that all or a portion,  comprised of one or more Plan Year deferrals into
the Interest Income Option, of such deemed investment in the Predecessor Plan be
transferred  to the Mutual  Fund Option  under this Plan and be deemed  invested
among the Mutual  Funds he or she  selects.  To be  effective,  such  Investment
Election must be returned to the Plan  Administrator  by November 30, 2001,  and
will  be  effective  as  of  January  1,  2002.  For  purposes  of  valuing  the
Participant's  Interest Income  Subaccount in the Predecessor  Plan to effect an
election made hereunder,  the value of such subaccount shall be determined (in a
manner  similar to that  described  in Section  4.4(b)) as of December 31, 2001.
Notwithstanding  the foregoing,  this one-time  Investment  Election may be made
only  by  a  Participant  who  satisfied   BellSouth's  stock  ownership  target
applicable to such Participant as of June 30, 2001, under BellSouth's  executive
stock  ownership  guidelines,  and  who  remains  employed  by  BellSouth  or an
Affiliate on January 1, 2002.

                  (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(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 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 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(f), 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 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.

                  (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 (i)
of 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.

                  (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.
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, 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, 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 (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 Deferral
Contributions 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      One-Time Modification of Elections.

                  (a)   Modifications of Timing of Distribution. An active
Eligible Executive may make a one-time election to delay the payment (or
commencement) of any of his or her Accounts, that are payable on any dates he or
she initially elected and that relate to Deferral Elections or Bonus Deferral
Elections made for Plan Years ending on or before December 31, 2001. This
election may apply not only to Interest Income Subaccounts transferred from the
Predecessor Plan pursuant to Section 4.2(c)(iii) of the Plan, but also to
Accounts in the Predecessor Plan not so transferred (and, to such extent, this
provision shall constitute an amendment of the Predecessor Plan). Such
Participant may select any later January 1 (subject to the limitations of
Section 5.2(a)(ii) hereof, determined as if the Plan Year of deferral is 2002);
provided, any election to delay payment of an Account will be effective only if
the initial scheduled benefit commencement date for such Account was to occur
after January 1, 2003. To be effective, such election must be returned to the
Plan Administrator by November 30, 2001. Notwithstanding the foregoing, if a
Participant's employment with BellSouth and all Affiliates ends for any reason
prior to January 1, 2002, his or her modification election hereunder shall be
ineffective and his or her original election shall remain in effect.

                  (b)   Modification of Form of Distribution. If an active
Participant did not initially elect the installment form of distribution for any
of his or her Accounts that are comprised of Deferral Contributions made for
Plan Years ending on or before December 31, 2001, the Participant may make a
one-time election in writing to receive payment of any such Accounts in the form
of installment payments (in accordance with the terms of Section 5.2(b)(ii)). In
addition, an active Participant who initially elected annual installment
payments for any such Accounts may make a one-time election to increase the
number of annual payments (subject to the limitations in Section 5.2(b)(ii)).
These elections may apply not only to Interest Income Subaccounts transferred
from the Predecessor Plan pursuant to Section 4.2(c)(iii) of the Plan, but also
to Accounts in the Predecessor Plan not so transferred (and, to such extent,
this provision shall constitute an amendment of the Predecessor Plan). Any
election made under this subsection (b) will be effective for an Account only if
the benefit commencement date for such Account is to occur after January 1,
2003. To be effective, any election hereunder must be returned to the Plan
Administrator by November 30, 2001. Notwithstanding the foregoing, if a
Participant's employment with BellSouth and all Affiliates ends for any reason
prior to January 1, 2002, his or her modification election hereunder shall be
ineffective and his or her original election shall remain in effect.

         5.4      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 Sections 5.2(a) and 5.3; 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 Sections 5.2(b) and 5.3.

                  (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 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).

         5.5      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 5.7, 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  5.4(c) and
5.4(d) shall apply to payments described in this Section 5.5.

         5.6      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 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 with respect to such
Plan Year shall be disregarded, and such Participant shall not be eligible to
resume Deferral Contributions with respect to a Deferral Election until the
first day of the Plan Year coinciding with or immediately following the one year
anniversary of such distribution.

         5.7      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 5.5(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
5.4(c) shall apply to any payments described in this subsection 5.7(c).

         5.8   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 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