AMENDMENT TO THE
               BELLSOUTH PERSONAL RETIREMENT ACCOUNT PENSION PLAN


         WHEREAS,  BellSouth  Corporation (the "Company") sponsors the BellSouth
Personal  Retirement  Account  Pension Plan (the "Plan"),  which was amended and
restated effective January 1, 1998, and subsequently amended from time to time;

         WHEREAS,   pursuant  to  Section  15.01  of  the  Plan,  the  BellSouth
Employees'  Benefit Claim Review  Committee (the  "Committee")  is authorized to
adopt nonmaterial amendments to the Plan;

         WHEREAS,   pursuant  to  Section  16.01  of  the  Plan,  affiliates  or
subsidiaries  of the  Company  may adopt  the Plan and  related  trust  with the
consent of the Committee or its delegate;

         WHEREAS,  from time to time  consent  to the  adoption  of the Plan and
trust by  affiliates  and  subsidiaries  of the  Company  has been  given by the
Company's benefits department with the approval of the Committee;

         WHEREAS, the Committee desires to amend the Plan to expressly authorize
the Senior Officer for Human Resources of the Company to consent to the adoption
of the Plan by affiliates and  subsidiaries and to memorialize the delegation by
the Senior  Officer  for Human  Resources  of the  Company of the  authority  to
consent to such adoptions; and

         WHEREAS,  the  Committee  also  desires to amend the Plan to revise the
rules regarding buying back into the Plan after a lump sum distribution has been
taken,  to  provide  immediate  vesting  of  account  balances  with  respect to
employees of Honolulu Cellular Telephone Company who are terminating  employment
incident to the Partnership  Interest  Purchase  Agreement between BellSouth and
AT&T Wireless Services, and to exclude from future Plan participation L.M. Berry
Telemarketing Representatives (Job Code LLL081).

         NOW, THEREFORE,  the Committee hereby approves the following amendments
to the Plan:

                                                            1.

         Amend Section 3 of the Plan by replacing  Section  3.08(b)(i)  with the
following:

(i)                   Cash Out or Deemed Cash Out. If the Eligible  Employee has
                      received  or  is  deemed  to  have  received  a  lump  sum
                      settlement  of his entire  accrued  benefit,  the  initial
                      balance of his account shall be zero, except as follows:

(A)                            If the  Eligible  Employee  is deemed to buy back
                               into the Plan  pursuant to  Paragraph  7.06,  the
                               initial  balance  in  his  account  shall  be the
                               amount in his  account  at the time of the deemed
                               distribution,  credited  with  interest  from the
                               date   of   distribution   until   the   date  of
                               reemployment  at the rate of 4 percent  per year,
                               compounded annually,  until December 31, 1997 and
                               thereafter  at  the  Applicable   Interest  Rate,
                               compounded  annually.  If the deemed distribution
                               occurred  with  respect  to  a   termination   of
                               employment  prior to January 1, 1998, that amount
                               shall be multiplied by the conversion  factor set
                               forth on Appendix 1.

(B)                            If the Eligible  Employee buys back into the Plan
                               pursuant to Paragraph  10.05, the initial balance
                               in his account shall be the amount in his account
                               at the time of the  distribution,  credited  with
                               interest from the date of distribution  until the
                               date of reemployment  at the Applicable  Interest
                               Rate,   compounded   annually,    and,   if   the
                               distribution   occurred   with   respect   to   a
                               termination  of  employment  prior to  January 1,
                               1998,  multiplied  by the  conversion  factor set
                               forth on Appendix 1.

                                                            2.

         Amend Section 6 of the Plan by adding the following  final  sentence to
Section 6.02(a)(i):

                  Notwithstanding  the  foregoing,  the  benefit  accruing  to a
         Participant  after  reemployment  following a break in service shall be
         determined  without regard to this  subparagraph  6.02(a)(i) unless (A)
         the  Participant's  prior Net  Credited  Service is credited  under the
         bridging rules of Section 10.05, or (B) if such Participant received or
         was  deemed to  receive a lump sum  settlement  of his  entire  accrued
         benefit,  such Participant  restores his benefit pursuant to Paragraphs
         7.06 or 10.05, if eligible.

                                                            3.

         Amend  Section  10 of the Plan by  replacing  the  third  paragraph  of
Section 10.05 with the following:

                  Notwithstanding   anything   above  to  the  contrary,   if  a
         Participant  receives a lump sum settlement  pursuant to Paragraph 7.06
         or Paragraph 7.08, the  Participant's  Net Credited Service and Vesting
         Service  Credit  after he receives  the lump sum  settlement  shall not
         reflect  (subject  to their  restoration  as  provided  below)  his Net
         Credited  Service and Vesting  Service  Credit prior to the  settlement
         date. The Participant's Net Credited Service and Vesting Service Credit
         shall be restored if he is reemployed in accordance with the terms of a
         court  order,  arbitration  award  or  settlement  agreement  involving
         litigation,   arbitration,   or  other  action   relating  to  a  prior
         termination  of employment,  if and to the extent such order,  award or
         agreement requires such restoration;  provided, if such Participant has
         received a lump sum settlement, such service shall be restored only if,
         within the period required under Section  411(a)(7) of the Code or such
         longer period as may be specified in such order, award or agreement, he
         repays to the Plan the amount  distributed  plus interest from the date
         of  distribution  until the date of  repayment at the lesser of (i) the
         rate  permitted  under Code  Section  411(c)(2)(C)(iii)(I),  compounded
         annually,  or (ii)  the  Applicable  Interest  Rate  for  such  period,
         compounded  annually.  The  Participant's Net Credited Service shall be
         restored  under the  bridging  rules in the  preceding  paragraph if he
         receives a lump sum settlement award as a deferred vested pensioner.

                                                            4.

         Amend Appendix D by substituting  the term "Pension Service Credit" for
the term "term of employment" each place it appears in Appendix D.

                                                            5.

         Amend  Appendix  D by  adding  the  following  final  paragraph  to the
definition of "Pension Service Credit" in Appendix D:

                  If a Participant  experiences a break in service as defined in
         Plan Section  10.05,  his Pension  Service Credit prior to the break in
         service  shall be restored  pursuant to the  bridging  rules of Section
         10.05 in the same manner as Net Credited Service,  except that the last
         sentence  of the  third  paragraph  of that  Section  (relating  to the
         restoration of Net Credited Service for a deferred vested pensioner who
         receives a lump sum  settlement)  shall not apply to the restoration of
         Pension Service Credit.  Notwithstanding  the general bridging rules of
         Section 10.05, if a Participant receives a lump sum settlement pursuant
         to Paragraph 7.06 or Paragraph 7.08, the Participant's  Pension Service
         Credit  after he  receives  the lump sum  settlement  shall not reflect
         (subject to restoration as provided  below) his Pension  Service Credit
         prior to the settlement date.  Pension Service Credit shall include any
         period with respect to which a participant  is reemployed in accordance
         with  the  terms of a court  order,  arbitration  award  or  settlement
         agreement involving litigation,  arbitration,  or other action relating
         to a prior termination of employment,  if and to the extent such order,
         award  or  agreement  requires  such  restoration;  provided,  if  such
         Participant  has received a lump sum  settlement,  his Pension  Service
         Credit  shall be restored  only if,  within the period  required  under
         Section  411(a)(7)  of the Code or such longer term as may be specified
         in such  order,  award or  agreement,  he repays to the Plan the amount
         distributed plus interest as provided in Plan Section 10.05.

                                                            6.

         Amend Schedule 2 of the Plan for L.M. Berry and Company by:


         (A)  Adding to  Paragraph  1,  immediately  before  the  definition  of
"Grandfathered Participant", the following:

         "Eligible Employee" means (subsequent to December 31,1999) any Employee
         described in Section 1.15,  other than those L.M.  Berry  Employees who
         are included in Job Code LLL081 (the "Telemarketing Representatives").

         (B) Modifying Paragraph 4(c) to provide as follows:

         Paragraph  2.02 shall be  modified by deleting  said  paragraph  in its
         entirety and by substituting therefor the following:

         2.02 Telemarketing Representatives. Any Employee who is a Telemarketing
         Representative  and who is a Participant  as of December 31, 1999 shall
         cease his active  participation  in the Plan as of the end of said day.
         Also  effective  as of said date,  each such  Participant  shall become
         immediately  100%  vested  in his  account  under  the  Plan.  No  such
         Participant  shall again begin active  participation in the Plan unless
         and until he ceases to be  employed as a  Telemarketing  Representative
         and instead becomes  employed in a  classification  included within the
         meaning of "Eligible Employee".

         (C) Modifying Paragraph 4 by adding,  immediately after Paragraph 4(e),
the following:

     (e-1)Paragraph  3.01 shall be  modified  by adding at the end  thereof  the
following:

                  Notwithstanding  the foregoing  terms of this Paragraph  3.01,
         effective as of December 31,  1999,  the accounts of Employees  who are
         Telemarketing  Representatives shall become frozen as of said date such
         that,  after said date, only interest credits (as provided in Paragraph
         3.04,  as  amended  by this  Schedule  2)  shall be  credited  to their
         accounts,  and no additional basic service credits or any other type of
         credits shall be credited thereto.

                                                            7.

     Amend  Section 16 of the Plan by  deleting  the first  sentence  of Section
16.01 and substituting therefor the following:

                  Any  Affiliate  or  Subsidiary  may, by action of its board of
         directors  or  comparable  governing  body and with the  consent of the
         Senior Officer for Human  Resources of BellSouth (or his  delegate(s)),
         adopt  this Plan and the  Pension  Fund as a  Participating  Company on
         behalf of such  Affiliate or  Subsidiary,  or one or more  divisions or
         subdivisions thereof.

                                                            8.

         Amend  Section 16 of the Plan by  deleting  the first  sentence  of the
second paragraph of Section 16.01 and substituting therefor the following:

                  Such  Participating  Company  may elect to modify the terms of
         the Plan as such  terms  apply  to the  Participating  Company  and its
         employees with the consent of the Senior Officer for Human Resources of
         BellSouth (or his delegate(s)), and to the extent the terms of the Plan
         are so modified,  such modifications (a) shall be set out on Schedule 2
         and (b) shall control as to such Participating Company.

                                                            9.

         Amend Section 16 of the Plan by adding a new Section 16.04, as follows:

                  16.04 Actions by Claim Review Committee.  For purposes of this
         Section  16,  the Claim  Review  Committee  shall be deemed (i) to have
         delegated to the BellSouth benefits department the authority to consent
         to (A) Plan  adoptions  (including the  modification  of any Plan terms
         pertinent  thereto)  by  Affiliates,   Subsidiaries  and  one  or  more
         divisions or subdivisions thereof, and (B) Plan withdrawals  (including
         any restrictions  thereon) by such entities and divisions;  and (ii) to
         have  consented to any such  adoption or  withdrawal,  if the BellSouth
         benefits  department takes any action whatsoever (such as, for example,
         listing or removing  such entity or  division as  participating  in the
         Plan,  enrolling such entity's or division's  eligible employees in the
         Plan, or otherwise administering the Plan as if such entity or division
         is participating in or removed from the Plan) to directly or indirectly
         indicate the intent to consent to such entity's or division's  adoption
         of, or withdrawal from the Plan.

                                                            10.

                  Pursuant  to  Paragraphs  2.03,  15.01  and 16.03 of the Plan,
         employees of Honolulu  Cellular  Telephone  Company who participated in
         the  Plan  and  who  are  terminated  as  employees   incident  to  the
         Partnership  Interest  Purchase  Agreement by and among Hawaii Cellular
         Corporation,  BellSouth Mobile Data, Inc., BellSouth Enterprises, Inc.,
         AT&T  Wireless  Services of Hawaii,  Inc.,  AT&T  Wireless  Services of
         Hawaii LLC, and AT&T Wireless Services, Inc., dated April 8, 1999, will
         become  vested,  if not  already  vested,  in their  accounts as of the
         closing  date  of  the  transaction  contemplated  by  the  Partnership
         Interest Purchase Agreement.

                                                            11.

         Any other provision of the Plan not amended herein shall remain in full
force and effect.

         The above amendments shall be effective as of September 13, 1999.

         IN  WITNESS  WHEREOF,  this  Amendment  has been  executed  by the duly
authorized representative of the Committee.

        BELLSOUTH EMPLOYEES' BENEFIT
        CLAIM REVIEW COMMITTEE



        By:      /s/ Richard D. Sibbernsen
                 Richard D. Sibbernsen, Chairman