BELLSOUTH
COMPENSATION DEFERRAL PLAN

(As Amended and Restated Effective January 1, 2002)


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
1.4      "BASE SALARY"     2
1.5      "BELLSOUTH"       2
1.6      "BENEFICIARY"     2
1.7      "BOARD"  2
1.8      "BUSINESS DAY"    2
1.9      "CODE"   2
1.10     "COMPANY STOCK"   3
1.11     "COMPENSATION"    3
1.12     "CREDITED INTEREST RATE"   3
1.13     "DEFERRAL CONTRIBUTIONS"   3
1.14     "DEFERRAL ELECTION"        3
1.15     "EFFECTIVE DATE"  3
1.16     "ELECTION DEADLINE"        3
1.17     "ELECTION PACKAGE"         3
1.18     "ELIGIBLE EMPLOYEE"        3
1.19     "ERISA"  4
1.20     "INTEREST INCOME OPTION"   4
1.21     "INTEREST INCOME SUBACCOUNT"       4
1.22     "INVESTMENT ELECTION"      4
1.23     "INVESTMENT OPTIONS"       4
1.24     "PARTICIPANT"     4
1.25     "PARTICIPATING COMPANY"    4
1.26     "PLAN"   4
1.27     "PLAN ADMINISTRATOR"       4
1.28     "PLAN YEAR"       4
1.29     "SENIOR MANAGER"  4
1.30     "SHORT TERM BONUS PLAN"    5
1.31     "STOCK UNIT"      5
1.32     "STOCK UNIT OPTION"        5
1.33     "STOCK UNIT SUBACCOUNT"    5
1.34     "VALUATION DATE"  5
ARTICLE II  ELIGIBILITY AND PARTICIPATION   6
2.1      ANNUAL PARTICIPATION.      6
2.2      ELECTION PROCEDURES.       6
2.3      CESSATION OF ELIGIBILITY.  6
ARTICLE III  PARTICIPANTS' ACCOUNTS; DEFERRAL CONTRIBUTIONS   7
3.1      PARTICIPANTS' ACCOUNTS.    7
(a)      Establishment of Accounts. 7
(b)      Nature of Contributions and Accounts.       7
(c)      Several Liabilities.       7
(d)      General Creditors.         7
3.2      DEFERRAL CONTRIBUTIONS.    7
(a)      Effective Date.   7
(b)      Term.    8
(c)      Deferral Election Amount.  8
(d)      Revocation.       8
(e)      Crediting of Deferred Compensation.8
3.3      DEFERRAL ELECTIONS AND MULTIPLE PARTICIPATING COMPANIES.      8
3.4      TERMINATION UNDER SEVERANCE ARRANGEMENT     9
3.5      VESTING. 9
3.6      DEBITING OF DISTRIBUTIONS. 9
ARTICLE IV  DETERMINATION AND CREDITING OF INVESTMENT RETURN  10
4.1      GENERAL INVESTMENT PARAMETERS.     10
4.2      PARTICIPANT DIRECTION OF DEEMED INVESTMENTS.         10
(a)      Nature of Participant Direction.   10
(b)      Investment of Contributions.       10
(c)      Investment of Existing Account Balances.    10
(d)      Investment Subaccounts.    11
4.3      STOCK UNIT OPTION.         11
(a)      Stock Unit Subaccount.     11
(b)      Cash Dividends.   11
(c)      Adjustments.      11
4.4      INTEREST INCOME OPTION.    12
(a)      Interest Income Subaccount.        12
(b)      Crediting of Deemed Interest.      12
(i)      Amount Invested.  12
(ii)     Determination of Amount.   12
4.5      GOOD FAITH VALUATION BINDING.      12
4.6      ERRORS AND OMISSIONS IN ACCOUNTS.  12
ARTICLE V  PAYMENT OF ACCOUNT BALANCES      13
5.1      BENEFIT AMOUNTS.  13
(a)      Benefit Entitlement.       13
(b)      Valuation of Benefit.      13
(c)      Conversion of Stock Units into Dollars.     13
5.2      ELECTIONS OF TIMING AND FORM.      13
(a)      Timing.  13
(b)      Form of Distribution.      13
(c)      Multiple Selections.       14
5.3      BENEFIT PAYMENTS TO A PARTICIPANT. 14
(a)      Timing.  14
(b)      Form of Distribution.      14
(c)      Valuation of Single Sum Payments.  14
(d)      Valuation of Installment Payments. 14
(e)      One-Time Modification of Certain Elections. 15
5.4      DEATH BENEFITS.   15
(a)      General  15
(b)      Valuation         15
5.5      BENEFICIARY DESIGNATION.   15
(a)      General. 15
(b)      No Designation or Designee Dead or Missing. 16
(c)      Death of Beneficiary       16
5.6      TAXES.   16
ARTICLE VI  CLAIMS         17
6.1      INITIAL CLAIM.    17
6.2      APPEAL.  17
6.3      SATISFACTION OF CLAIMS.    17
ARTICLE VII  SOURCE OF FUNDS        18
ARTICLE VIII  PLAN ADMINISTRATION   19
8.1      ACTION BY THE PLAN ADMINISTRATOR.  19
(a)      Individual Administrator.  19
(b)      Administrative Committee.  19
8.2      RIGHTS AND DUTIES OF THE PLAN ADMINISTRATOR.         19
8.3      BOND; COMPENSATION.        20
ARTICLE IX  AMENDMENT AND TERMINATION       21
9.1      AMENDMENTS.       21
9.2      TERMINATION OF PLAN.       21
9.3      LIMITATION ON AUTHORITY.   21
(a)      Plan Amendments   21
(b)      Plan Termination  21
(c)      Opinions of Counsel        22
ARTICLE X  MISCELLANEOUS   23
10.1     TAXATION.         23
10.2     WITHHOLDING.      23
10.3     NO EMPLOYMENT CONTRACT.    23
10.4     HEADINGS.         23
10.5     GENDER AND NUMBER.         23
10.6     ASSIGNMENT OF BENEFITS.    23
10.7     LEGALLY INCOMPETENT.       23
10.8     ENTIRE DOCUMENT.  23
10.9     GOVERNING LAW.    23

EXHIBIT A

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 January 1, 2002.


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

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

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

         1.11   "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 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.

         1.12   "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.

         1.13   "Deferral Contributions" shall mean, for each Plan Year,
that portion of a Participant's Base Salary deferred under the Plan pursuant to
Section 3.2.

         1.14   "Deferral Election" shall mean an 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.

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

         1.16   "Election Deadline" shall mean 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 a Plan Year. Notwithstanding
the foregoing, with the approval of the Plan Administrator, "Election Deadline"
may mean 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.

         1.17   "Election Package" shall mean a package consisting of a
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.

         1.18   "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 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.

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

         1.20   "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.

         1.21   "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.

         1.22   "Investment Election" shall mean an 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.

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

         1.24   "Participant" shall mean any person participating in the
Plan pursuant to the provisions of Article II, and shall include executive
officers of BellSouth who participated in the Plan for Plan Years prior to 2002,
for so long as each such individual has an Account hereunder.

         1.25   "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.

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

         1.27   "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.

         1.28     "Plan Year" shall mean the calendar year.

         1.29   "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."

         1.30   "Short Term Bonus Plan" shall mean the annual bonus plan(s)
or program(s) in which one or more Senior Managers participate for a Plan Year,
in all cases as determined by the Plan Administrator.

         1.31   "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.

         1.32   "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.

         1.33   "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.

         1.34   "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 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 2.2.

         2.2   Election Procedures. Each Eligible Employee 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.

         2.3   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 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 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 2.2.
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:

                  (a)   Effective Date. A Deferral Election made by a
Participant shall be effective beginning with the first regular, periodic
paycheck paid with respect to the Participant in such Plan Year. To be
effective, a Participant's Deferral Election must be made by the Election
Deadline. If an Eligible Employee fails to deliver a Deferral Election, 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 an Eligible Employee shall remain in effect with respect to the
specified portion of all Base Salary paid or payable during such Plan Year, but
shall not apply to any subsequent Plan Year.

                  (c)   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 10% of the Eligible
Employee's Compensation, 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)  Revocation.  Once made for a Plan Year, a Participant may not revoke a
Deferral Election for such Plan Year.

                  (e)   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, 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, 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.

         3.3   Deferral Elections and Multiple Participating Companies. Any
Deferral Election which is timely executed and delivered to the Plan
Administrator shall be effective to defer Base Salary 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 is effective.
In particular, a Participant (i) who timely executes and delivers a 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 that is paid or payable to such Participant by both Participating
Companies reduced under the terms of the 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 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.

         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 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 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(e), 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(e), 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 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 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
(i) earlier than the second January 1 following the end of the Plan Year for
which the deferral is made, or (ii) 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 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 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.

         (e)   One-Time Modification of Certain Elections. Each active
executive officer of BellSouth who is a Participant in this Plan and who is
eligible to participate in the BellSouth Officer Compensation Deferral Plan (the
"Officer Plan") during the 2002 Plan Year, may make a one-time election to delay
the payment (or commencement) of any of his or her Accounts hereunder, and may
make a one-time election to increase the number of payments applicable to his or
her Accounts, as and to the extent provided in the Officer Plan.

         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 two (2)
to ten (10) years, commencing as of the January 1 immediately following the
Participant's death; and (B) for Accounts with respect to which distribution has
commenced in the form of installments described in Section 5.2(b)(ii) at the
time of the Participant's death, continuation of such installment payment
schedule.

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

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

         5.5      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 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.

                  (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

BellSouth Advertising & Publishing Corporation           January 1, 1997
BellSouth Accounts Receivable Management, Inc.           October 1, 1999
BellSouth Affiliate Services Corporation                 January 1, 2000
BellSouth Billing, Inc.                                  January 1, 1999
BellSouth Business Systems, Inc.                         January 1, 1997
BellSouth Carrier Professional Services, Inc.            September 1, 1999
BellSouth Communication Systems, Inc.                    January 1, 1997
BellSouth Corporation                                    January 1, 1997
BellSouth Credit and Collections Management, Inc.        October 1, 1999
BellSouth Cellular Services LLC                          October 1, 2000
BellSouth D.C., Inc.                                     January 1, 1997
BellSouth Entertainment, Inc.                            January 1, 1997
BellSouth Intellectual Property Management Corporation   January 1, 1999
BellSouth Intellectual Property Marketing Corporation    January 1, 1999
BellSouth International ACCESS, Inc.                     January 1, 1999
BellSouth International Wireless Services, Inc.          January 1, 1999
BellSouth International, Inc.                             January 1, 1997
BellSouth Internet Exchange Inc.                         June 1, 2001
BellSouth Long Distance, Inc.                            January 1, 1997
BellSouth Resources, Inc.                                January 1, 1997
BellSouth Select, Inc.                                   January 1, 2000
BellSouth Technology Group                               July 1, 2001
BellSouth Telecommunications, Inc.                       January 1, 1997
BellSouth.net Inc.                                       January 1, 1997
Berry Networks, Inc.                                     January 1, 2001
Intelligent Media Ventures, LLC                          January 1, 1997
Intelleprop, Inc.                                        January 1, 1999
L.M. Berry and Company                                   January 1, 1997
Stevens Graphics, Inc.                                   January 1, 1997
Sunlink Corporation                                      January 1, 1997