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                                BELLSOUTH CORPORATION
                           OFFICER ESTATE ENHANCEMENT PLAN

                                      Agreement

An Agreement is hereby entered into between BellSouth Corporation (the
"Employer") and John L. Clendenin (the "Participant"), by and through
Participant's Assignee (the "Assignee"), to be effective December 31, 1996.  The
Agreement is incident to Participant's election for coverage under the Employer
Officer Estate Enhancement Plan (the "Plan"); Assignee and Employer hereby
certify, acknowledge and agree as follows:

1.  Employer and Assignee shall cause to be issued by the insurer a Policy
    insuring the life of Participant pursuant to the provisions of the Plan.

2.  The Policy shall be owned by Employer as provided in the Plan.

3.  The Policy shall be issued by American General Life Insurance Company with
    an "Option B" death benefit and an initial basic face amount of $3,103,736.

4.  The Policy's effective date shall be November 1, 1996.

5.  Subject to the terms of the Plan, Employer agrees to pay a Policy premium,
    inclusive of the Participant's Premium, of $155,416 before January 1, 1997
    and on each Policy anniversary thereafter that is a Premium Payment Year.

6.  The Premium Payment Years shall be 1996 to 2010 inclusive.

7.  The Participant's Coverage Amount shall be $3,103,736.

8.  The Policy's maturity date shall be November 1, 2034.

9.  Assignee has read and understands the provisions of the Plan, and agree
    that all terms and conditions specified in the Plan are hereby incorporated
    by reference as though fully set forth herein and form a part of this
    Agreement.



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Name of Assignee                       Signature of Assignee

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                                       Date

         Address of Assignee:
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Name of Employer Representative        Signature of Employer Representative

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                                       Date

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                                BELLSOUTH CORPORATION
                           OFFICER ESTATE ENHANCEMENT PLAN



1.  PURPOSE

    The purpose of the BellSouth Corporation Officer Estate Enhancement Plan
    (the "Plan") is to provide select officers of BellSouth Corporation (the
    "Company") insurance coverage pursuant to a split-dollar life insurance
    arrangement with the Company.

2.  DEFINITIONS

    For purposes of this Plan, the following terms have the meanings set forth
    below:

    2.01      AGREEMENT means the Agreement executed by Participant (or
              Assignee) and Employer implementing the terms of this Plan.

    2.02      ASSIGNEE means that person(s) or entity to whom the Participant
              has assigned his/her interest in the Policy by designating said
              Assignee on forms provided by Employer.  If the Participant's
              Policy is a Survivorship Policy and if the Participant has not
              designated an Assignee, then, after the Participant's death, if
              the Participant's spouse survives, the Assignee shall be that
              person or entity who succeeds to the Participant's interest in
              the Participant's Policy after the death of the Participant.

    2.03      COMMITTEE means the Employee Benefit Claims Review Committee of
              BellSouth Corporation.

    2.04      EMPLOYEE means an employee or former employee of Employer who is
              eligible to participate in the Plan.

    2.05      EMPLOYER means BellSouth Corporation.

    2.06      EMPLOYER DEATH BENEFIT means the portion of the Policy's death
              benefit payable to Employer.

    2.07      INSURER means, with respect to a Participant's Policy, the
              insurance company issuing the Policy on the Participant's life
              (or on the lives of the Participant and a Participant's spouse,
              if a Survivorship Policy is used) pursuant to the provisions of
              the Plan.

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    2.08      PARTICIPANT means an eligible Employee who elects to participate
              in the Plan.

    2.09      PARTICIPANT'S COVERAGE AMOUNT means the portion of the Policy's
              death benefit payable to the beneficiary(ies) of the Participant
              (or Assignee) as indicated in the Agreement.

    2.10      PARTICIPANT PREMIUM means, with respect to each Premium Payment
              Year for each Policy, the one year term cost for such Premium
              Payment Year determined based on the age of the Participant (or
              on the ages of the Participant and Participant's spouse if a
              Survivorship Policy is used) at the beginning of such Premium
              Payment Year, the Insurer's published one year term rates in
              effect at the beginning of the Premium Payment Year, and the
              Coverage Amount provided under the Policy.  The amount shall be
              determined pursuant to the guidelines set forth in Revenue Ruling
              66-110 and Revenue Ruling 67-154, and shall be conclusively
              determined by the Employer.

    2.11      PERMANENT POLICY means a Policy which is projected to provide the
              Participant's Coverage Amount to the maturity date listed in the
              Agreement for the Policy, with no further premium payments.  Such
              protection shall be provided by the Insurer or the Insurer's
              representative, and shall be based on the then-current interest
              crediting rate and mortality charges, or dividend rate,
              applicable to the Policy.

    2.12      POLICY means the life insurance coverage acquired on the life of
              the Participant (or on the lives of the Participant and a
              Participant's spouse, in the case of a Survivorship Policy) by
              Employer.

    2.13      POLICY OWNER means the Employer.

    2.14      PREMIUM means, with respect to a Participant's Policy, the amount
              the Employer is obligated, pursuant to the terms of the
              Agreement, to pay to the Insurer with respect to a Participant's
              Policy.

    2.15      PREMIUM PAYMENT YEAR means, with respect to a Policy, a year
              listed as a Premium Payment Year for the Policy in the Agreement.

    2.16      SURVIVORSHIP POLICY means a Policy insuring the lives of the
              Participant and a Participant's spouse, with the death benefit
              payable at the death of the last survivor of the Participant and
              his/her spouse.


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3.  PARTICIPATION

    The Chairman of the Board, President, and Chief Executive Officer of the
    Employer as of December 1, 1996 shall be eligible to participate in the
    Plan.

4.  AMOUNT AND TYPE OF COVERAGE

    The amount and type of coverage provided under the Policy shall be that
    amount and type specified in the Agreement.

5.  PAYMENT OF PREMIUMS

    5.01      EMPLOYER PAYMENTS.  Within 30 days of each Policy Anniversary
              that is a Premium Payment Year, Employer shall pay the Premium
              specified in the Participant's Agreement.

    5.02      PARTICIPANT PAYMENTS.  For each Premium Payment Year, the
              Participant (or Assignee) shall pay a portion of the policy
              premium equal to the Participant Premium.  This amount shall be
              collected by Employer from the Participant (or Assignee), and
              shall be paid by Employer to the Insurer.  The Employer may
              collect such amount through regular payroll deductions or in any
              reasonable manner as it determines.

    5.03      TERMINATION EVENTS.  Employer's obligation to pay Premiums with
              respect to a Participant's Policy shall terminate:

              a.   Automatically upon the death of the Participant (or upon the
                   death of the survivor of the Participant and the
                   Participant's spouse, if the Policy is a Survivorship
                   Policy).

              b.   Upon the mutual written agreement of Employer and
                   Participant (or Assignee).

6.  POLICY OWNERSHIP

    6.01      OWNERSHIP.  Employer shall be the owner of a Participant's Policy
              and shall be entitled to exercise the rights of ownership, except
              that the following rights shall be exercisable by the Participant
              (or Assignee):  (i) the right to designate the beneficiary(ies)
              to receive payment of that portion of the death benefit under the
              Participant's Policy equal to the Participant's Coverage Amount;
              and (ii) the right to assign any part or all of the Participant's
              rights under the Policy to any person, entity or trust by the
              execution of a written


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<PAGE>

              instrument prescribed by Employer that is delivered to Employer.
              Employer shall not borrow from, hypothecate, withdraw cash value
              from, surrender in whole or in part, cancel, or in any other
              manner encumber a Participant's Policy without the prior written
              consent of the Participant (or Assignee).  Employer shall not
              take any other action with respect to a Participant's Policy that
              may reduce the Participant's Coverage Amount without the prior
              written consent of the Participant (or Assignee).

    6.02      POSSESSION OF POLICY.  Employer shall keep possession of the
              Policy.  Employer agrees to make the Policy available to the
              Participant (or Assignee) or to the Insurer at such times, and on
              such terms as Employer determines for the sole purposes of
              endorsing or filing any change of beneficiary or assignment on
              the Policy.

7.  ALLOCATION OF DEATH BENEFIT

    Upon the death of the Participant (or death of the survivor of the
    Participant and the Participant's spouse, if the Policy is a Survivorship
    Policy), the death benefit under the Participant's Policy shall be divided
    as follows:

         a.   The beneficiary(ies) of the Participant (or Assignee) shall be
              entitled to receive the Participant's Coverage Amount.

         b.   The Employer shall be entitled to receive the Employer's Death
              Benefit, which shall consist of the excess, if any, of the
              Policy's death benefit over the Participant's Coverage Amount.

    Employer agrees to execute an endorsement to the Policy issued to it by the
    Insurer providing for the division of the death benefit in accordance with
    the provisions of this Section.

8.  EMPLOYER DEFAULT

    8.01      EMPLOYER DEFAULT.  An Employer Default shall be deemed to have
              occurred with respect to a Participant's Policy if Employer fails
              to pay a premium on the Participant's Policy as required under
              the terms of the Agreement within 60 days after the due date for
              such Premium, or if Employer processes or attempts to process a
              policy loan, or a complete or partial surrender, or a cash value
              withdrawal without prior written approval from Participant (or
              Assignee).


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<PAGE>

    8.02      RIGHTS UPON EMPLOYER DEFAULT.  In the event of an Employer
              Default as described in Section 8.01, the Participant (or
              Assignee) shall have the right to require Employer to transfer
              its interest in the Participant's Policy to Participant (or
              Assignee).  The Participant (or Assignee) may exercise this right
              by notifying Employer, in writing, within sixty (60) days after
              the Employer Default occurs.  Upon receipt of such notice,
              Employer shall immediately transfer its rights in the
              Participant's Policy to the Participant (or Assignee) and
              Employer shall thereafter have no rights with respect to the
              Participant's Policy.  In addition, if the Policy's cash value is
              then insufficient to qualify as a Permanent Policy, Employer
              shall then immediately pay to the Participant (or Assignee) the
              sum of (a) the additional premium amount required to be paid to
              qualify such policy as a Permanent Policy, and (b) an amount
              which, after the payment of the Participant's (or Assignee's)
              estimate of federal and state income taxes, represents the
              Participant's (or Assignee's) estimate of state and federal
              income taxes payable by the Participant (or Assignee) on the
              payment made under (a) above.  A Participant's (or Assignee's)
              failure to exercise its rights under this Section shall not be
              deemed to release Employer from any of its obligations under the
              Plan, and shall not preclude the Participant (or Assignee) from
              seeking other remedies with respect to the Employer Default.
              Also, a Participant's (or Assignee's) failure to exercise its
              rights under this Section will not preclude the Participant (or
              Assignee) from exercising such rights upon later Employer
              Default.

9.  GOVERNING LAWS & NOTICES

    9.01      GOVERNING LAW.  This Plan shall be governed by and construed in
              accordance with the substantive law of the state of Georgia
              without giving effect to the choice of law rules of the state of
              Georgia.

    9.02      NOTICES.  All notices hereunder shall be in writing and sent by
              first class mail with postage prepaid.  Any notice to the
              Employer shall be addressed to the Attention of AVP-Executive
              Personnel Matters at BellSouth Corporation, 1155 Peachtree St.,
              NE, Atlanta, GA  30309-3610.  Any notice to the Participant (or
              Assignee) shall be addressed to the Participant (or Assignee) at
              the address following such party's signature on his/her
              Agreement.  Any party may change its address by giving written
              notice of such change to the other party pursuant to this
              Section.


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<PAGE>

10. MISCELLANEOUS PROVISIONS

    10.01     This Plan and any Agreement executed hereunder shall not be
              deemed to constitute a contract of employment between an Employee
              and Employer, or a Participant and Employer, nor shall any
              provision restrict the right of Employer to discharge an Employee
              or Participant, or to restrict the right of an Employee or
              Participant to terminate employment.

    10.02     The masculine pronoun includes the feminine and the singular
              includes the plural where appropriate for valid construction.

    10.03     In order to be eligible to participate in this Plan, the
              Participant (and, in the case of a Survivorship Policy, the
              Participant's spouse) shall cooperate with the Insurer by
              furnishing any and all information requested by the Insurer in
              order to facilitate the issuance of the policy, including
              furnishing such medical information and taking such physical
              examinations as the Insurer may deem necessary.  In the absence
              of such cooperation, Employer shall have no further obligation to
              the Participant to allow him/her to participate in the Plan.

    10.04     If a Participant (or a Participant's spouse, if the Policy is a
              Survivorship Policy) commits suicide within two years of the
              Participant's Policy's issue, or if the Participant (or
              Participant's spouse, if the Policy is a Survivorship Policy)
              makes any material misstatement of information or nondisclosure
              of medical history pertaining to the Policy's issue and dies
              within two years of the Policy's issue, then no benefits will be
              payable to the beneficiary(ies) of such Participant (or Assignee,
              where applicable).

    10.05     In the event of any inconsistency between the terms of this Plan
              as described herein and the terms of any Policy purchased
              hereunder or any related Agreement, the terms of such Policy or
              Agreement shall be controlling as to that Participant, his/her
              Assignee (if any), his successor-in-interest (if any) and his/her
              beneficiary or beneficiaries.

11. AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS

    11.01     AMENDMENT.  The Plan may be modified or amended by Employer at
              any time, but an amendment will not apply to any Participant (or
              Assignee) unless such Participant (or Assignee) consents, in
              writing, to the amendment.


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<PAGE>

    11.02     TERMINATION.  Employer may terminate the Plan at any time, but
              any such termination will not affect the rights of any
              Participant (or Assignee) unless such Participant (or Assignee)
              consents, in writing, to such termination.

    11.03     ADMINISTRATION.  This Plan shall be administered by the
              Committee.  The Committee, in its sole discretion, shall have the
              authority to make, amend, interpret, and enforce all rules and
              regulations for the administration of the Plan, and to decide or
              resolve all questions, including interpretation of the Plan, as
              may arise in connection with the Plan.  In the administration of
              this Plan, the Committee may employ agents and delegate to them
              or to others (including Employees) such administrative duties as
              it sees fit.  The Committee may consult with counsel, who may be
              counsel to Employer.  The decision or action of the Committee (or
              its designee) with respect to any question arising out of, or in
              connection with, the administration, interpretation and
              application of this Plan shall be final and conclusive and
              binding upon all persons having interest in the Plan.  Employer
              shall indemnify and hold harmless against all claims, loss,
              damage, expense or liability arising from any action or failure
              to act with respect to this Plan the members of the Committee and
              any Employees to whom administrative duties under this Plan are
              delegated, except in the case of gross negligence or willful
              misconduct by the Committee.

    11.04     SUCCESSORS.  The terms and conditions of this Plan shall inure to
              the benefit of and bind the Employer and the Participant and
              their successors, assignees or representatives.  The Employer
              shall have the right to absolutely and irrevocably assign its
              rights, title and interest in a Policy without the consent of the
              Participant (or Assignee).

12. CLAIMS PROCEDURE

    12.01     NAMED FIDUCIARY.  The Committee is hereby designated as the named
              fiduciary under this Plan.  The named fiduciary shall have
              authority to control and manage the operation and administration
              of this Plan.

    12.02     CLAIMS PROCEDURES.  Any controversy or claim arising out of or
              relating to this Plan shall be filed with the Committee which
              shall make all determinations concerning such claim.  Any
              decision by the Committee denying such claim shall be in writing
              and shall be delivered to all parties in interest in accordance
              with the notice


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<PAGE>

              provisions of Section 11.02 herein.  Such decision shall set
              forth the reasons for denial in plain language.  Pertinent
              provisions of the Plan shall be cited and, where appropriate, an
              explanation as to how the claimant can perfect the claim will be
              provided.  This notice of denial of benefits will be provided
              within ninety (90) days of the Committee's receipt of the claim
              for benefits.  If the Committee fails to notify the claimant of
              its decision regarding the claim, the claim shall be considered
              denied, and the claimant shall be permitted to proceed with an
              appeal as provided for in this Section.

              A claimant who has been completely or partially denied a benefit
              shall be entitled to appeal this denial of his/her claim by
              filing a written statement of his/her position with the Committee
              no later than sixty (60) days after receipt of the written
              notification of such denial.  The Committee shall schedule an
              opportunity for a full and fair review of the issue within thirty
              (30) days of receipt of the appeal.  The decision on review shall
              set forth specific reasons for the decision, and shall cite
              specific references to the pertinent Plan provisions on which the
              decision is based.

              Following the review of any additional information submitted by
              the claimant, either through the hearing process or otherwise,
              the Committee shall render a decision on the review of the denied
              claim in the following manner:

              a.   The Committee shall make its decision regarding the merits
                   of the denied claim within sixty (60) days following receipt
                   of the request for review (or within 120 days after such
                   receipt, in a case where there are special circumstances
                   requiring extension of time for reviewing the appealed
                   claim).  The Committee shall deliver the decision to the
                   claimant in writing.  If an extension of time for reviewing
                   the appealed claim is required because of special
                   circumstances, written notice of the extension shall be
                   furnished to the claimant prior to the commencement of the
                   extension.  If the decision on review is not furnished
                   within the prescribed time, the claim shall be deemed denied
                   on review.

              b.   The decision on review shall set forth specific reasons for
                   the decision, and shall cite specific references to the
                   pertinent Plan provisions on which the decision is based.


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