<PAGE>








                           BELLSOUTH NONQUALIFIED DEFERRED

                                  COMPENSATION PLAN

                    (As Amended and Restated on November 25, 1996)

<PAGE>

                  BELLSOUTH NONQUALIFIED DEFERRED COMPENSATION PLAN


    BellSouth Corporation ("BellSouth") established on the first (1st) day of
January, 1985, the BellSouth Nonqualified Deferred Compensation Plan ("Plan")
for certain executive employees and all Nonemployee Directors of BellSouth and
its adopting subsidiaries.  The Plan is hereby amended and restated this 25th
day of November, 1996, and, subject to the limitations contained in Article 2 of
the Plan, the Plan as so amended and restated hereafter shall apply to all
Deferral Agreements, including those executed heretofore, under the Plan.


                                      ARTICLE 1

                                     DEFINITIONS

    1.1  "Base Salary" means the gross salary paid to executive employees, not
including Nonemployee Directors, plus the amount of any before-tax basic and
supplemental contributions to the BellSouth Retirement Savings Plan and the
amount of any other deferrals from gross salary under any nonqualified deferred
compensation plans which may be maintained by an Employer from time to time.

    1.2  "Board" means the Board of Directors of BellSouth.

    1.3  "Code" means the Internal Revenue Code of 1986, as amended.

    1.4  "Compensation" means Net Monthly Salary or Net Directors Fees and
Retainers.

    1.5  "Compensation Rate" means the cash compensation of an Employee
Participant, including (i) annual Base Salary rate in effect on the date the
Deferral Agreement is executed and (ii) the standard short-term award amount in
effect on the date the Deferral Agreement is executed for an Employee
Participant who is an officer in the executive compensation group or lump sum
payments under incentive compensation programs received for performance rendered
during the calendar year preceding the year in which the Deferral Agreement is
executed for an Employee Participant other than an officer in the executive
compensation group.

    1.6  "Deferral Agreement" means an agreement pursuant to which deferral
elections under this Plan are made and includes a standard Fixed Benefit
Agreement for Nonemployee Directors, substantially in the form of Exhibit A
hereto, a standard Fixed Benefit Agreement for Employee Participants,
substantially in the form of Exhibit B hereto, a standard Deferral Agreement
which allows Nonemployee Directors to select between a Fixed Benefit Agreement
and a Stock Unit Agreement, substantially in the form of Exhibit C hereto; a
Deferral Agreement for deferral of certain lump sum payments by Employee
Participants, substantially in the form of


<PAGE>

Exhibit D hereto; and includes any modifications to such agreements or such
other agreements as are approved from time to time for use in connection with
this Plan as described in Article 2.

    1.7  "Designated Beneficiary" means the beneficiary designated by a
Participant  as provided in Section 6.1.

    1.8  "Disability" means for an Employee Participant disability as defined
in Section 5.4.

    1.9  "Eligible Person" means an executive employee of an Employer or
Nonemployee Director who is authorized by the Board to participate in this Plan
and is presented a Deferral Agreement for execution.

    1.10 "Employee Participant" means an Eligible Person other than a
Nonemployee Director.

    1.11 "ERISA" means the Employee Retirement Income Security Act of 1974 as
amended.

    1.12 "Fixed Benefit Agreement" means a Deferral Agreement which provides
for a fixed benefit at Retirement under Section 5.1.

    1.13 "Employer" means (i) BellSouth and (ii) any subsidiary of BellSouth,
at least eighty percent (80%) of the capital stock of which is owned by
BellSouth or by one or more subsidiaries of BellSouth if the Board of Directors
of that subsidiary adopts the Plan and if that subsidiary's adoption of the Plan
is approved by the Board or its designee.

    1.14 "Interim Distribution" means a distribution specified as an Interim
Distribution in a Deferral Agreement.

    1.15 "Net Credited Service" means an Employee Participant's net credited
service as defined  in the BellSouth Corporation Personal Retirement Account
Pension Plan, except that it shall include only the portion of an Employee
Participant's net credited service as is attributable to service with BellSouth,
an Employer or any other corporation which is a member of the same controlled
group of corporations, within the meaning of Code Section 414(b), as BellSouth
and any trade or business (whether or not incorporated) which is under common
control with BellSouth, within the meaning of Code Section 414(c).

    1.16 "Net Monthly Salary" or "Net Directors Fees and Retainers" means the
amount of a Participant's Base Salary or Directors Fees and Retainers which
actually is paid to him or her in

                                          2

<PAGE>

any month net of all withholding, allotments, and deductions other than any
reduction as a result of participation in this Plan.

    1.17 "Nonemployee Director" means a member of the Board, or a member of the
Board of Directors of any other Employer, who is not concurrently a common law
employee of an Employer.

    1.18 "Participant" means an Eligible Person who has executed a Deferral
Agreement which is accepted by an Employer under Article 4.

    1.19 "Plan Administrator" means the Chief Executive Officer of BellSouth
and any individual or committee he designates to act on his behalf with respect
to any or all of his 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.

    1.20 "Plan Year" means (i) February 1, 1985, through December 31, 1985, and
(ii) each calendar year thereafter through 1996.  For certain Employee
Participants designated by the Board, "Plan Year" also means calendar year 1997.
For Nonemployee Directors, "Plan Year" also means the period from January 1,
1997 through April 30, 1997, and for certain Nonemployee Directors designated by
the Board, "Plan Year" also means (A) May 1, 1997, through April 30, 1998,
(B) May 1, 1998, through April 30, 1999, and (C) May 1, 1999, through April 30,
2000, to the extent the Board shall designate.

    1.21 "Retirement" means (1) any termination of employment by a Nonemployee
Director and (2) any termination of employment by an Employee Participant who is
eligible for a pension, other than a deferred vested pension, under the terms
and conditions of the BellSouth Personal Retirement Account Pension Plan, as
amended from time to time, or comparable plan maintained by the Employer
employing such Participant.  Additionally, "Retirement" means any termination of
employment by an Employee Participant who has attained age 62 or older and whose
Net Credited Service is ten years or more at the time of employment termination.

    1.22 "Retirement Benefit" means a benefit specified as a Retirement Benefit
in a Deferral Agreement.

    1.23 "Share" means a share of $1.00 par value common stock of BellSouth.

    1.24 "Stock Unit" means a bookkeeping entry representing the equivalent of
one  Share credited to a Participant as described in Section 4.5.

                                          3

<PAGE>

    1.25 "Stock Unit Agreement" means a Deferral Agreement which provides a
benefit at Retirement under Section 5.1 based upon Stock Units.


                                      ARTICLE 2

                                   TERM; AMENDMENT

    This Plan shall be effective until terminated by the Board.  This Plan
originally provided for Plan Years 1985 through 1998 with Plan specifications
and applicable interest rates being approved by the Board for each separate Plan
Year.  Notwithstanding the foregoing, effective November 25, 1996, no deferrals
will be permitted under the Plan except with respect to the Plan Years described
in Section 1.20 and then only to the extent provided in resolutions adopted by
the Board.

    This Plan may be amended, renewed, restated or extended for additional Plan
Years by the Board and the Board may in its sole discretion, on the basis of
financial or other considerations, not authorize the execution of Deferral
Agreements by Eligible Persons prospectively deferring Compensation for any
given Plan Year.  The Board may also establish the maximum number of deferrals
for which Eligible Persons are eligible under this Plan.  Notwithstanding the
foregoing, no contractual right created by and under any Deferral Agreement on
the date of termination or amendment shall be abrogated by the termination or
amendment of this Plan unless the Participant who executed such Deferral
Agreement consents.  Participants have no other right or interest in the
continuance of this Plan in any form.

                                      ARTICLE 3

                            ADMINISTRATION; INTERPRETATION

    3.1  CLAIM PROCEDURE.

    (a)  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.

                                          4

<PAGE>

    (b)  APPEAL.  Any Participant or Designated Beneficiary who has been denied
a benefit shall be entitled, upon request to the Plan Administrator, to appeal
the denial of the claim.  The claimant (or his 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 3.1.  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.

    3.2  INTERPRETATION.  The Plan Administrator shall have the exclusive
responsibility and complete discretionary authority to control the operation and
administration of the Plan, with all powers necessary to properly carry out such
responsibility, including without limitation, the full and exclusive power to
(i) interpret the terms and conditions of this Plan and any Deferral Agreement,
including the power to construe ambiguous or uncertain terms, (ii) to establish
reasonable procedures with which Participants must comply to exercise any right
established hereunder or any contractual right established under the Deferral
Agreement, (iii) to determine status, coverage, eligibility for and the amount
of benefits, and all  questions arising in correction therewith, and (iv) to
resolve all questions that arise in the operation and administration of this
Plan.  The rights and duties of Participants and other persons and entities are
subject to, and governed by, such acts of administration, interpretations and
procedures.  All actions or determinations of the Plan Administrator (or its
delegates) under this Article 3 shall be final, conclusive and binding on all
persons.

                                      ARTICLE 4

                                  DEFERRAL AGREEMENT

    4.1  ELECTION TO DEFER.

    (a)  As hereinafter provided and subject to acceptance by an Employer, (i)
an Eligible Person may elect to reduce the amount of Compensation which will be
paid to him or her during any Plan Year by executing and delivering to his or
her Employer in a timely fashion a standard Deferral Agreement substantially in
the form of Exhibit A, Exhibit B or Exhibit C  hereto, as presented to such
Eligible Person, and (ii) an Employee Participant may elect to reduce the amount
of a lump-sum payment to which he or she may become entitled in connection with
separation under a severance arrangement approved by the Board as applicable to
this Plan by executing and delivering to his or her Employer in a timely fashion
a Deferral Agreement substantially in the form of Exhibit D hereto, as presented
to such Employee Participant.

                                          5

<PAGE>

    (b)  The Board shall determine who is an Eligible Person under the Plan for
each Plan Year and the terms and conditions of Deferral Agreements to be
presented to such Eligible Persons, including the maximum amount of Compensation
subject to deferral under Section 4.4, the interest rate approved for
calculating Retirement Benefits for Fixed Benefit  Agreements under Section 4.2,
the timing and number of Retirement Benefit payments under Section 5.1 and of
any Interim Distributions under Section 5.2, and elections available in the case
of a Recalculation Event under Section 6.3.  The Board may limit the number of
deferrals by any Eligible Person and may vary the terms and conditions of
Deferral Agreements applicable to Eligible Persons based upon the number of an
Eligible Person's previous deferrals, the classification and/or Employer of an
Eligible Person or for any other reasons.  Only Nonemployee Directors of
BellSouth shall be offered Stock Unit Agreements under the Plan.

    4.2  CREATION OF CONTRACTUAL OBLIGATION.  An Employer which accepts a
properly executed and timely delivered  Deferral Agreement for a Plan Year, as
evidenced by the execution of such Deferral Agreement (including by facsimile
signature) by an officer of such Employer or by an officer of BellSouth on
behalf of such Employer, agrees to pay to the Participant or to his or her
Designated Beneficiary the benefits described in Article 5, which shall be
calculated based upon (i) the amount deferred by each Participant, (ii) either
(A) interest rates established for such Deferral Agreement by the Board or its
delegate and applied to that amount quarterly for the time which elapses between
the Plan Year and the date of benefit payments, or (B) in the case of Stock Unit
Agreements, share price and dividend performance as described in Section 4.5,
and (iii) other factors established in this Plan and by the Board or its
delegate.

    4.3  TIMING OF ELECTION.  An Eligible Person may execute and deliver to his
or her Employer a standard Deferral Agreement, substantially in the form of
Exhibit A, B or C hereto, on or before November 30 of any calendar year (or on
or before December 16, 1994 in the case of BellSouth Nonemployee Director
elections for Plan Year 1995), to reduce the Eligible Person's Compensation only
for the next subsequent Plan Year.  In addition, an Employee Participant may
execute and deliver to his or her Employer a Deferral Agreement, substantially
in the form of Exhibit D hereto, in connection with a lump-sum payment described
in Section 4.1(b) of this Plan within the time period prescribed by his or her
Employer, but in no event later than the day preceding the day on which he or
she enters into a separation agreement with the Employer. Notwithstanding any
other provisions of this Plan or any Deferral Agreement, no deferral Agreement
shall be effective to defer Compensation (or other amount) which is earned by
any Eligible Person on or before the date upon which the Deferral Agreement is
properly executed and timely delivered to the Participant's Employer.

                                          6

<PAGE>

    4.4  AMOUNT OF DEFERRAL.

    (a)  An Employee Participant may elect to defer during any Plan Year a
dollar amount which is less than or equal to a specified percentage of his or
her Compensation Rate applicable to the Plan Year rounded to the next highest
one thousand dollars.  The Board shall establish the specified percentage of the
Compensation Rate applicable to each Plan Year. A Nonemployee Director may elect
to defer any dollar amount which is less than or equal to one hundred percent
(100%) of his or her Compensation during the Plan Year to which the Deferral
Agreement applies.  Notwithstanding any provision of any Deferral Agreement or
this Plan to the contrary, the Deferral Agreement of a Participant shall be
modified automatically if necessary such that all actual reductions pursuant to
his or her Deferral Agreement are made from his or her Net Monthly Salary or his
or her Net Directors Fees and Retainers.

    (b)  An Employee Participant may elect to defer a portion of a lump-sum
payment to which he or she may become entitled as described in Section 4.1(b) in
an amount not to exceed the dollar amount by which any election of deferrals
under paragraph (a) of this Section 4.4 for the Plan Year in which the  Employee
Participant terminates employment have not been satisfied at the time of
termination of employment, except as may be otherwise approved by the Board.

    4.5  STOCK UNITS.

    (a)  Benefits paid to or on behalf of a Participant with respect to a Stock
Unit Agreement for a Plan Year will be based upon the value of the Stock Units
in such Participant's Stock Unit account for such Plan Year except as otherwise
specifically provided in this Plan.  An Employer shall credit Stock Units to
such Participant's account during the Plan Year for which a Stock Unit Agreement
is in effect for each date that Compensation otherwise would be paid to such
Participant equal to the amount of such Compensation elected to be deferred
under the Stock Unit Agreement divided by the average of the high and low sales
price of a Share on the New York Stock Exchange ("NYSE") on such date (or the
immediately preceding trading day if the NYSE is closed on such date.)  An
Employer shall further credit to such Participant's Stock Unit account with
respect to such Stock Unit Agreement for each dividend payment date an amount of
additional Stock Units equal to the dividends that would have been paid on the
number of Shares equivalent to the Stock Units in such account as of such
dividend payment date divided by the average of the daily high and low sales
prices of a Share on the New York Stock Exchange ("NYSE") for the period of five
trading days ending on such dividend payment date (or the period of five trading
days immediately preceding such date if the NYSE is closed on such date).

    (b)  Payments from a Participant's Stock Unit account for a Stock Unit
Agreement shall be based upon the value of the Stock Units in such account as of
the January 1st, first day of

                                          7

<PAGE>

a quarter, or other date as of which payment is scheduled to be made.  In the
case of a Stock Unit Agreement that provides for the payment of a Retirement
benefit in installments, the payment for any such installment shall be based on
the value of the number of Stock Units equal to the total number of Stock Units
in the Participant's Stock Unit account for such Agreement as of the close of
the day for which such installment payment is scheduled to be made divided by
the number of remaining installments on such day (including the installment
scheduled to be paid on such day.)  The value of each Stock Unit for payment
purposes shall equal the average of the high and low sales price of a Share on
the NYSE on the date for which the payment is scheduled to be made (or the next
succeeding trading day if the NYSE is closed on such scheduled payment date.)
The number of Stock Units corresponding to any Retirement Benefit payment will
be cancelled upon such payment as of the scheduled payment date.  Furthermore,
the Stock Unit account of a Participant shall be immediately cancelled upon the
scheduled payment date for a lump sum payment under Section 5.3A, 5.4, 5.5 or
6.1 or upon the scheduled payment date for the first installment of a payment,
if applicable, under Section 5.5.

    (c)  In the event of any change in outstanding Shares by reason of any
stock dividend or split, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar corporate change, the Board
shall make such adjustment, if any, that it deems appropriate in the Stock Units
credited to Participant's accounts.  Any and all adjustments shall be conclusive
and binding upon all parties concerned.

                                      ARTICLE 5

                                 PAYMENT OF BENEFITS

    5.1  RETIREMENT BENEFIT.

    (a)  If (i) a Participant terminates employment with his or her Employer
and is not immediately reemployed by another Employer and such termination
constitutes a Retirement, or (ii) to the extent authorized by the Board or its
delegate for each Plan Year, a Participant terminates employment even if such
termination does not constitute a Retirement, then the Employer shall pay to the
Participant the Retirement Benefits stated in each of his or her Deferral
Agreements as soon as administratively practicable after those dates specified
for this purpose in each Deferral Agreement.  The Employer also shall make any
such Retirement Benefit payment to a Participant who has remained employed with
the Employer (or with another Employer) through the date specified for such
payment in his or her Deferral Agreement.  The number of Retirement Benefit
payments and the date upon which Retirement Benefit payments begin shall be
established for each Plan Year by the Board or its delegate and stated in the
Deferral Agreement executed by the Participant for each Plan Year.

                                          8

<PAGE>

    (b)  If a Participant is or becomes a proprietor, officer, partner, or
employee of, or otherwise is or becomes affiliated with (i) any business that is
in competition with any Employer or (ii) any government agency having regulatory
jurisdiction over the business activities of any Employer, then, upon that date,
no further benefit payments shall be made to the Participant, or any other
person with respect to the Participant's participation in this Plan, under any
provision or Section of this Plan, except that, the Participant shall be paid in
a lump sum as soon as administratively practicable after the first (1st) day of
January following that date an amount with respect to each of the Participant's
Deferral Agreements equal to (i) the amount deferred pursuant to such Deferral
Agreement, (ii) plus interest on such amount (adjusted to be take into account
all payments described in (iii) immediately below) credited separately at a rate
equal to the rate paid on ten (10) year United States Treasury obligations on
each date for which interest is credited, compounded quarterly, for each Plan
Year between the Plan Year to which the Deferral Agreement applies and the Plan
Year in which the act occurs or status is first attained, inclusive, (iii) minus
the amount of all Interim Distributions and Retirement Benefits, if any, paid to
the Participant or to which the Participant is entitled on or before the date
the act occurs or status is first attained with respect to such Deferral
Agreement; provided that (x), if the above calculation results in a negative
amount, the result shall be deemed to be zero and such negative amount shall not
be collected from, or enforced against, the Participant as a claim by his or her
Employer, and (y) the amount paid with respect to a Deferral Agreement that is a
Stock Unit Agreement will be the value of such Participant's Stock Unit account
for such Deferral Agreement as determined under Section 4.5(b) for such January
1st scheduled payment date if such value is less than the amount otherwise
determined by applying (i), (ii) and (iii) immediately above to such Deferral
Agreement.

    5.2  INTERIM DISTRIBUTIONS.  A Participant shall be paid the Interim
Distributions stated in each of his or her Deferral Agreements as soon as
administratively practicable after those dates stated in that Deferral
Agreement.  However, no Interim Distribution shall be stated in a Deferral
Agreement or paid to any Participant as a result of the Deferral Agreement if
the Participant is age fifty-five (55) or older on any day during the Plan Year
to which the Deferral Agreement applies.  No Interim Distribution shall be paid
to a Participant on or after the date upon which the Participant or his or her
Designated Beneficiary receives any benefit or payment under any other Section
of this Plan or any paragraph of his or her Deferral Agreement providing
benefits other than Interim Distributions.  Notwithstanding the foregoing, with
respect to any Plan Year or selected deferrals in any Plan Year, the Board may
specify alternative Interim Distribution schedules.  No Interim Distribution
shall be paid in connection with any Stock Unit Agreement or any Fixed Benefit
Agreement which does not specifically provide for such benefits.

    5.3  PRE-RETIREMENT, PRE-DISABILITY ELIGIBILITY DEATH BENEFIT FOR PLAN YEAR
1985.  Regarding deferrals for Plan Year 1985, if a Participant dies on or
before the date upon which he or she is first entitled to receive a benefit
under Section 5.1 or Section 5.4, then his or her

                                          9

<PAGE>

Designated Beneficiary shall be paid in a lump sum as soon as administratively
practicable after the first (1st) day of January following his or her date of
death an amount equal to:  (i) the amount of Compensation deferred pursuant to
his or her Deferral Agreement for Plan Year 1985, (ii) plus interest on such
amount (adjusted to take into account all payments described in (iii)
immediately below) credited separately at the rate approved for and applicable
to his or her participation for Plan Year 1985, such rate to be compounded
quarterly for each Plan Year between Plan Year 1985 and the Plan Year in which
his or her death occurs, inclusive, (iii) minus the amount of all Interim
Distributions with respect to such Deferral Agreement, if any, paid to the
Participant or to which the Participant is entitled on or before the date of his
or her death.  If the above calculation results in a negative amount, the result
shall be deemed to be zero and such negative amount shall not be collected from,
or enforced against the Participant as a claim by his or Participant's Employer.

    If the Participant's Designated Beneficiary receives or is entitled to
receive a benefit hereunder, then no person or persons shall receive or be
entitled to receive any benefit or payment with respect to such Participant's
deferral for Plan Year 1985 under any other Section of this Plan or under any
Deferral Agreement, notwithstanding any other provision of this Plan or any
Deferral Agreement.

    5.3A PRE-RETIREMENT ELIGIBILITY DEATH BENEFIT FOR PLAN YEARS AFTER 1985.
Regarding deferrals for any Plan Year after 1985, if an Employee Participant
dies before the date upon which he or she would have been eligible for
Retirement (assuming a termination of employment), then his or her Designated
Beneficiary shall be paid in a lump sum as soon as administratively practicable
after the first (1st) day of January following his or her date of death an
amount with respect to each of the Participant's Deferral Agreements for Plan
Years after 1985 equal to (i) the amount deferred pursuant to such Deferral
Agreement, (ii) plus interest on such amount (adjusted to take into account all
payments described in (iii) immediately below) credited separately at the rate
approved for and applicable to his or her participation for the Plan Year for
such Deferral Agreement, such rate to be compounded quarterly for each Plan Year
between the Plan Year to which the Deferral Agreement applies and the Plan Year
in which his or her death occurs, inclusive, (iii) minus the amount of all
Interim Distributions and Retirement Benefits, if any, paid to the Participant
or to which the Participant is entitled on or before the date of his or her
death with respect to such Deferral Agreement; provided, that if the above
calculation results in a negative amount, such result shall be deemed to be zero
and such negative amount shall not be collected from, or enforced against, the
Participant as a claim by his or her Employer.

    If a Nonemployee Director dies, or if an Employee Participant dies on or
after the date upon which he or she is eligible for Retirement, whether or not
he or she has in fact terminated employment, and in either case if such death
occurs prior to the Participant having commenced

                                          10

<PAGE>

receipt of benefits or prior to having received all benefits, as the case may
be, payable in accordance with a Deferral Agreement under this Plan for Plan
Years after 1985, except as provided under Section 5.4, then his or her
Designated Beneficiary shall receive all benefits, or continue to receive the
remaining benefits, as the case may be, in accordance with that Deferral
Agreement; provided, however, that each Participant shall have the right to
elect, or to revoke any such election or make a new election, at any time prior
to his or her death, to have the death benefit described in this sentence paid
to his or her Designated Beneficiary in a lump sum as soon as administratively
practicable after the first day of January following  the year in which the
Participant died.  A lump sum payment made pursuant to an election by a
Participant in accordance with the preceding sentence shall be in an amount with
respect to each of the Participant's Deferral Agreements for Plan Years after
1985 equal to:  (i) the amount deferred pursuant to such Deferral Agreement,
(ii) plus interest on such amount (adjusted to take into account all payments
described in (iii) immediately below) credited separately at the rate approved
for and applicable to his or her participation for the Plan Year for such
Deferral Agreement, such rate to be compounded quarterly for each Plan Year
between the Plan Year to which the Deferral Agreement applies and the Plan Year
in which his or her death occurs, inclusive, (iii) minus the amount of all
Interim Distributions and Retirement Benefits, if any, paid to the Participant
or to which the Participant is entitled on or before the date of his or her
death with respect to such Deferral Agreement; provided that (x), if the above
calculation results in a negative amount, such result shall be deemed to be zero
and such negative amount shall not be collected from, or enforced against, the
estate of the Participant as a claim by the Participant's Employer, and (y) the
amount paid with respect to a Deferral Agreement that is a Stock Unit Agreement
will be the value of the Participant's Stock Unit account for such Deferral
Agreement as determined under Section 4.5(b) for such January 1st scheduled
payment date instead of the amount determined by applying (i), (ii) and (iii)
immediately above to such Deferral Agreement.

    If the Participant's Designated Beneficiary receives or is entitled to
receive a benefit hereunder, then no person or persons shall receive or be
entitled to receive any benefit or payment with respect to such Participant's
deferral for Plan Years after 1985 under any other Section of this Plan or under
any Deferral Agreement, notwithstanding any other provision of this Plan or any
Deferral Agreement.

    5.4  PRE-RETIREMENT ELIGIBILITY DISABILITY BENEFIT.  If an Employee
Participant suffers a Disability or becomes Disabled, as those terms are defined
in the BellSouth Executive Long Term Disability and Survivor Protection Plan and
the BellSouth Long Term Disability Plan for Salaried Employees, as amended from
time to time before the date upon which he or she would have been eligible for
Retirement (assuming a termination of employment), then he or she shall be paid
by the Employer in a lump sum as soon as administratively practicable after the
first (1st) day of January following the Plan Year in which the disability
occurs an amount with respect to each of the Participant's Deferral Agreements
equal to (i) the amount deferred pursuant to such

                                          11

<PAGE>

Deferral Agreement, (ii) plus interest on each amount (adjusted to take into
account all payments described in (iii) immediately below) credited separately
at the rate approved for and applicable to his or her participation for the Plan
Year for such Deferral Agreement, such rate to be compounded quarterly for each
Plan Year between the Plan Year to which the Deferral Agreement applies and the
Plan Year in which his or her Disability occurs, inclusive, (iii) minus the
amount of all Interim Distributions and Retirement Benefits, if any, paid to the
Participant or to which the Participant is entitled on or before the date of
onset of Disability with respect to such Deferral Agreement; provided that if
the above calculation results in a negative amount, such result shall be deemed
to be zero and such negative amount shall not be collected from, or enforced
against, the Participant as a claim by his or her Employer.  If the Participant
receives or is entitled to receive a benefit hereunder, then no person or
persons shall receive or be entitled to receive any benefit or payment under any
other Section of this Plan or under any Deferral Agreement, notwithstanding any
other provisions of this Plan or any Deferral Agreement.

    5.5  TERMINATION OF EMPLOYMENT PRIOR TO RETIREMENT OR DISABILITY.  If an
Employee Participant terminates employment with his or her Employer, and is not
immediately reemployed by another Employer, prior to Death, Disability or
Retirement, then a benefit amount  shall be paid to the Participant, either in
lump sum or in five (5) annual installments, at the election of the Board, as
soon as administratively practicable after the first (1st) day of January
following his or her date of termination (and anniversaries thereof in case of
installments), which amount with respect to each of the Participant's Deferral
Agreements shall be equal to (i) the amount deferred pursuant to such Deferral
Agreement, (ii) plus interest on such amount (adjusted to take into account all
payments described in (iii) immediately below) credited separately at a rate
equal to the rate on ten (10) year United States Treasury obligations on each
date for which interest is to be credited, compounded quarterly, for each Plan
Year between the Plan Year to which the Deferral Agreement applies and the Plan
Year in which the termination occurs, inclusive, (iii) minus the amount of all
Interim Distributions and Retirement Benefits, if any, paid to the Participant
or to which the Participant is entitled on or before the date of his or her
termination with respect to such Deferral Agreement; provided that if the above
calculation results in a negative amount, such result shall be deemed to be zero
and such negative amount shall not be collected from, nor enforced against, the
Participant as a claim by his or her Employer.  If the Participant receives or
is entitled to receive a benefit hereunder, then no person or persons shall then
or thereafter receive any benefit or payment under any other Section of this
Plan or any Deferral Agreement, notwithstanding any other provision of this Plan
or any Deferral Agreement.

                                          12

<PAGE>

                                      ARTICLE 6

                                    MISCELLANEOUS

    6.1  BENEFICIARY DESIGNATION.  If a Participant dies and, on the date of
his or her death, any benefit or benefits remain to be paid to the Participant
under the terms and conditions of this Plan, the remaining benefit or benefits
shall be paid to that person or persons designated by the Participant
("Designated Beneficiary") on the form provided from time to time to the
Participant by his or her Employer in accordance with the Deferral Agreement.
If the Designated Beneficiary dies prior to completion of all payments under the
Deferral Agreement, the estate of the Designated Beneficiary shall be paid by
the Employer a lump sum with respect to each of the Participant's Deferral
Agreements for Plan Years after 1985 as soon as administratively practicable
after the first (1st) day of January following the year in which the Designated
Beneficiary died.  The amount of the lump sum with respect to each such Deferral
Agreement will be equal to (i) the amount deferred pursuant such Deferral
Agreement, (ii) plus interest on each amount (adjusted to take into account all
payments described in (iii) immediately below) credited separately at the rate
approved for and applicable to the Participant's participation for the Plan Year
for which he or she executed such Deferral Agreement, such rate to be compounded
quarterly for each Plan Year between the Plan Year to which the Deferral
Agreement applies and the Plan Year in which the Designated Beneficiary's death
occurs, inclusive, (iii) minus the amount of all Interim Distributions and
Retirement Benefits, if any, paid to the Participant or Designated Beneficiary
with respect to such Deferral Agreement; provided that (x), if the above
calculation results in a negative amount, such result shall be deemed to be zero
and such negative amount shall not be collected from, or enforced against, the
estate of the Designated Beneficiary, and (y) the amount paid with respect to a
Deferral Agreement that is a Stock Unit Agreement will be the value of the
Participant's Stock Unit account for such Deferral Agreement as determined under
Section 4.5(b) for such January 1st scheduled payment date instead of the amount
otherwise determined by applying (i), (ii) and (iii) immediately above to such
Deferral Agreement.  If no Designated Beneficiary has been chosen by the
Participant or if the Designated Beneficiary is not living on the date of the
Participant's death, the estate of the Participant shall be paid by the Employer
in a lump sum with respect to each of the Participant's Deferral Agreements for
Plan Years after 1985 as soon as administratively practicable after the first
(1st) day of January following the year in which the Participant died.  The
amount of the lump sum shall be determined in the manner described in the
immediately preceding sentence of this Section 6.1.  In the case of a Deferral
Agreement for Plan Year 1985, any Plan benefit payable following the death of
the Participant will be paid to the estate of the Participant if no Designated
Beneficiary is in existence on the scheduled payment date.

    6.2  OBLIGATIONS OF EMPLOYERS NOT THE OBLIGATIONS OF BELLSOUTH.  The duties
and obligations of each Employer hereunder are several but not joint, each
Employer is only liable to

                                          13

<PAGE>

its own employees and Nonemployee Directors who are Participants hereunder, and
BellSouth is not liable for the actions, omissions, duties or obligations of any
other Employer hereunder.

    6.3  RECALCULATION EVENTS; TREATMENT OF THIS PLAN UNDER APPLICABLE FEDERAL
INCOME TAX LAWS.  The adoption and maintenance of the Plan is strictly
conditioned upon (i) the applicability of Code Section 451(a) to the
Participant's recognition of gross income as a result of his or her
participation, (ii) the fact that Participants will not recognize gross income
as a result of participation in this Plan until and to the extent that benefits
are received, (iii) the applicability of Code Section 404(a)(5) to the
deductibility of the amounts paid to Participants hereunder, (iv) the fact that
an Employer will not receive a deduction for amounts credited to any accounting
reserve created as a result of this Plan until and only to the extent that
benefits are paid, and (v) the inapplicability of Parts 2, 3, and 4 of Title I
of ERISA to this Plan by reason of the exemptions set forth in ERISA Sections
201(a), 301(a) and 401(a) and Part 1 of ERISA by reason of the exemption set
forth in Section 2520.104-23 at applicable United States Department of Labor
resolutions.  If the Internal Revenue Service, the Department of Labor or any
court determines or finds as a fact or legal conclusion that any of the above
conditions is untrue and issues or intends to issue an assessment,
determination, opinion or report stating such, or if the opinion of the legal
counsel of BellSouth based upon legal authorities then existing is that any of
the above assumptions is incorrect, then, if the Board so elects within one year
of such finding, determination, or opinion, a Recalculation Event shall be
deemed to have occurred.

    If a Recalculation Event occurs under this or any other section of this
Plan, then each Participant who has not attained the age of fifty-five (55)
years on the date on which the Board takes official action to elect the
occurrence of a Recalculation Event shall thereafter be paid benefits in
accordance with the election made irrevocably in connection therewith in his or
her Fixed Benefit Agreements.  For each such Participant the amount of the
Retirement Benefit under each Fixed Benefit Agreement shall be recalculated and
restated using a rate of interest equal to the rate of interest on ten (10) year
United States Treasury obligations on each date upon which interest should have
been or will be calculated, compounded quarterly, instead of the interest rate
assumed in originally calculating the benefit, as referenced in Section 4.2.

    Notwithstanding anything to the contrary contained in this Plan or a
Deferral Agreement, the benefits payable with respect to any Participant who
shall have either (i) attained the age of fifty-five (55) years, or (ii) died,
on or prior to the date on which the Board takes official action to elect the
occurrence of a Recalculation Event under either Sections 6.3 or 6.4 of this
Plan, shall not be recalculated and restated in the manner described above or in
any other way affected by such action.  If the Participant or Designated
Beneficiary receives or is entitled to receive a benefit under this Section 6.3
under a Deferral Agreement as a result of the occurrence of a Recalculation
Event, then no person or persons shall receive or be entitled to receive any
benefit

                                          14

<PAGE>


or payment under that Deferral Agreement under any other Section of this Plan or
that Deferral Agreement, notwithstanding any other provision of this Plan or the
Deferral Agreement.

    6.4  CHANGES IN THE INTERNAL REVENUE CODE OF 1954.  The adoption and
maintenance of this Plan also is strictly conditioned upon the existence and
continuation of the percentage tax rates for corporations stated in Code Section
11(b) of the Internal Revenue Code of 1954, as amended  through August 13, 1981
but not thereafter (the "1954 Code").  In particular, the adoption and
maintenance of this Plan is strictly conditioned upon the rate of tax stated in
Section 11(b)(5) of the 1954 Code, that is, "46 percent of so much of the
taxable income as exceeds $100,000."  If (1) 1954 Code Section 11(b) is deleted
or amended or a surtax or other addition to tax is imposed hereafter and, as a
result thereof, the rate of federal income tax imposed on taxable income of
corporations in excess of One Hundred Thousand Dollars ($100,000) is reduced
below such rate in effect immediately before reduction and is less than forty
percent (40%), (2) a tax is imposed by the federal government on income, sales,
consumption, or the value of goods and services which is not currently contained
in the Code, or (3) the Code is amended or restated so extensively that in the
opinion of the legal counsel of BellSouth the tax treatment of this Plan to the
Employer has materially changed to the detriment of the Employer, then, if the
Board so elects within one year after the enactment of the legislation causing
such event, a Recalculation  Event shall be deemed to have occurred and the
benefit under Fixed Benefit Agreements will be payable only as described in
Section 6.3.

    6.5  GOVERNING LAW.  This Plan and the Deferral Agreements shall be
construed in accordance with the laws of the State of Georgia to the extent such
laws are not preempted by ERISA.

    6.6  SUCCESSORS, MERGERS, CONSOLIDATIONS.  The terms and conditions of this
Plan and each Deferral Agreement shall inure to the benefit of and bind
BellSouth, the other Employers, the Participants, their successors, assigns, and
personal representatives.  If substantially all of the assets of any Employer
are acquired by another corporation or entity or if an Employer is merged into,
or consolidated with, another corporation or entity, then the obligations
created hereunder and as a result of the Employer's acceptance of Deferral
Agreements shall be obligations of the successor corporations or entity.

    6.7  DISCHARGE OF EMPLOYER'S OBLIGATION.  The payment by the Employer of
the benefits due under each and every Deferral Agreement to the Participant or
to the person or persons specified in Section 6.1 or Section 6.1A discharges the
Employer's obligations hereunder, and the Participant has no further rights
under this Plan or the Deferral Agreements upon receipt by the appropriate
person of all benefits.

                                          15

<PAGE>

    In addition, (i)  if any payment is made to a Participant or his or her
Designated Beneficiary with respect to benefits described in this Plan from any
source arranged by the Employer 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 Employer under this Plan and the Deferral Agreements to the
extent of such payment as if such payment had been made directly by the
Employer; and (ii)  if any payment from a source described in clause (i) above
shall be made, in whole or in part, prior to the time payment would be made
under the terms of this Plan and the Deferral Agreement, such payment shall be
deemed to satisfy the Employer's obligation to pay Plan benefits beginning with
the benefit which would next become payable under the Plan and the Deferral
Agreement and continuing in the order in which benefits are so payable, until
the payment from such other source is fully recovered.  In determining the
benefits satisfied by a payment described in clause (ii), Plan benefits, as they
become payable, shall be discounted to their value as of the date such actual
payment was made using an interest rate equal to the valuation interest rate for
deferred annuities as last published by the Pension Benefit Guaranty Corporation
prior to the date of such actual payment.  If the benefits which actually become
payable under this Plan, after applying the discount described in the preceding
sentence, are less than the amount of the payment(s) described in clause (ii),
any such shortfall shall not be collected from or enforced against the
Participant as a claim by the Employer.

    6.8  SOCIAL SECURITY AND INCOME TAX WITHHOLDING.  Each Participant agrees
as a condition of participation hereunder that his or her Employer may withhold
federal, state, and local income taxes and Social Security taxes from any
distribution or benefit paid hereunder.

    6.9  NOTICE; DELIVERY OF DEFERRAL AGREEMENT.  Any notice required to be
delivered hereunder and any Deferral Agreement is properly delivered to Employer
when personally delivered to, or actually received from the United States mail,
postage prepaid, by Executive Compensation Matters Group, Room 13J08, BellSouth
Corporation, 1155 Peachtree St., N.E., Atlanta, Georgia 30309-3610.

    6.10 NATURE OF OBLIGATIONS CREATED HEREUNDER.  The Participants agree as a
condition of participation hereunder that:

    (a)  Participants have the status of general, unsecured creditors of the
Employer and the Plan, and the Deferral Agreements constitute the mere promise
by the Employer to make benefit payments in the future;

    (b)  Nothing contained in this Plan or any Deferral Agreement shall create
or be construed to create a trust of any kind between BellSouth, any Employer,
and any Participant.

                                          16

<PAGE>

    (c)  Benefits payable, and rights to benefits under, this Plan and Deferral
Agreements may not be anticipated, sold, assigned (either at law or in equity),
transferred, pledged, encumbered or subject to attachment, garnishment, levy,
execution or other legal or equitable process.

    The Plan is intended to be unfunded for purposes of ERISA and the Code.

    6.11 NO MODIFICATION OF EMPLOYMENT AGREEMENT.  Neither this Plan nor any
Deferral Agreement constitutes a modification of the employment agreement of any
Participant, and no right to continued employment is created by this Plan or the
Deferral Agreement.

    6.12 LIABILITY OF EMPLOYERS FOR INDIVIDUAL PARTICIPANTS EMPLOYED BY MORE
THAN ONE EMPLOYER; APPLICABILITY OF DEFERRAL AGREEMENT FILED WITH ONE EMPLOYER
TO SUBSEQUENT EMPLOYERS.  Any Deferral Agreement which is timely executed and
delivered to an Employer shall be effective to defer Compensation earned by the
Participant from that Employer or any other Employer during the period in which
the Deferral Agreement is effective.  The execution and delivery of a Deferral
Agreement by a Participant constitutes an election by the Participant to defer
Compensation earned from any Employer under the terms of this Plan.  A
Participant who timely executes and delivers a Deferral Agreement to one
Employer and who subsequently transfers to another Employer or otherwise
terminates employment and becomes employed by another Employer shall have the
Compensation which is paid to him or her by both Employers reduced under the
terms of the Deferral Agreement and this Plan as if the transfer or termination
and reemployment had not occurred.  The Employer which accepts an executed,
timely delivered Deferral Agreement is liable to the Participant for all
benefits which may be payable under, and as a result of, that Deferral Agreement
notwithstanding the transfer of a Participant to or from another Employer, or
the termination and reemployment of a Participant by another Employer.  If a
Participant timely executes and delivers Deferral Agreements to more than one
Employer, each Employer is singly and not jointly liable for the Deferral
Agreement or Deferral Agreements which it accepted.  Any provision of this Plan
which refers to a benefit or payment which is payable as a result of more than
one (1) Deferral Agreement shall be construed to apply only to the Deferral
Agreements delivered by that Participant and accepted by each separate Employer
of that Participant, and not to all Deferral Agreements executed and timely
delivered by one Participant or all Participants to all Employers, each Deferral
Agreement which incorporates the terms of this constituting a separate
contractual obligation of a single Employer.

                                          17

<PAGE>

                                                                       EXHIBIT A

                                  DEFERRAL AGREEMENT
              FOR THE BELLSOUTH NONQUALIFIED DEFERRED COMPENSATION PLAN
                              (for Nonemployee Directors)

    1.   AMOUNT OF DEFERRAL.  I, ___________________________________________
(___-__-___), hereby agree to participate in the BellSouth Nonqualified Deferred
Compensation Plan ("Plan").  I have read the Plan in its entirety and agree to
its terms and conditions, which are incorporated herein by reference.  Pursuant
to the terms of the Plan, I elect to defer from my compensation to be paid to me
in Plan Year 19__ ___% of my compensation.  (Choose amount less than or equal to
100% of Compensation.) I understand that the Compensation which ordinarily would
be paid to me in that Plan Year will be reduced by the amount of my deferral and
that such reduction will be made only from my retainer and fees as a director.
I further understand that the amount of directors' fees which will be paid to me
depends on the full performance of my obligations as a director for the entire
year and that the total amount of directors' fees paid to me during the year
will be decreased from the amount normally paid to directors if I fail to attend
any scheduled meetings of the Board of Directors or the committees upon which I
serve.

    2.   RETIREMENT BENEFITS.  In consideration for my deferral, the Employer
shall pay to me the following benefits determined in accordance with the terms
and conditions of the Plan:

    3.   INTERIM DISTRIBUTIONS.  In consideration for my deferral, the Employer
shall pay to me the following benefits on the dates specified, if I am entitled
to these benefits under the terms and conditions of the Plan:

    4.   RECALCULATION EVENT.  If a Recalculation Event applicable to me
occurs, the Employer shall pay to me benefits in an amount determined in
accordance with the terms and conditions of paragraph 6.3 of the Plan paid in
accordance with the terms elected below.  The undistributed balance of the
recalculated amount will continue to accumulate at the reduced rate specified in
paragraph 6.3 of the Plan.

    / /  Recalculated amount paid in a lump sum as soon as administratively
         practicable after the first day of the year following the date of the
         Recalculation Event.

    / /  Recalculated amount paid in four annual payments beginning as soon as
         administratively practicable after the first day of the year following
         the date of the Recalculation Event.

    / /  Recalculated amount paid in same number of payments beginning on the
         same date as specified in paragraph 2 of this Agreement.

<PAGE>

    5.   IRREVOCABLE ELECTION.  This election is irrevocable after November 30
immediately preceding the Plan Year to which this Agreement pertains.

    6.   PRIMACY OF PLAN.  I recognize that I am entitled to benefits hereunder
and that this Agreement is subject to the terms and conditions of the Plan.

    / /  I decline to participate in Plan Year 19__.


__________________________________     ____________________________________
Director Signature                     Employer Signature

__________________________________     ____________________________________
Date                                   Date

                                          2

<PAGE>

                                                                       EXHIBIT B

                                  DEFERRAL AGREEMENT
              FOR THE BELLSOUTH NONQUALIFIED DEFERRED COMPENSATION PLAN
                   (for officers and selected executive employees)


    1.   AMOUNT OF DEFERRAL.  I, ________________________________, hereby agree
to participate in the BellSouth Nonqualified Deferred Compensation Plan
("Plan"). I have read the Plan in its entirety and agree to its terms and
conditions, which are incorporated herein by reference.  Pursuant to the terms
of the Plan, I elect to defer from my compensation to be paid to me in Plan Year
19__ the sum of ________Dollars.  (Choose amount less than or equal to 35% of
Compensation Rate rounded to the next higher thousand dollars).  I understand
that my Compensation which ordinarily would be paid to me in that Plan Year will
be reduced by the amount of my deferral, and that such reduction will be made
only from my gross monthly salary, not from my bonus or incentive award which
may be payable to me.

    2.   RETIREMENT BENEFITS.  In consideration for my deferral, the Employer
shall pay to me the following benefits on the dates specified, if I am entitled
to these benefits under the terms and conditions of the Plan:

    3.   INTERIM DISTRIBUTIONS.  In consideration for my deferral, the Employer
shall pay to me the following benefits on the dates specified, if I am entitled
to these benefits under the terms and conditions of the Plan:

    4.   RECALCULATION EVENT.  If a Recalculation Event applicable to me
occurs, the Employer shall pay to me benefits in an amount determined in
accordance with the terms and conditions of paragraph 6.3 of the Plan paid in
accordance with the terms elected below.  The undistributed balance of the
recalculated amount will continue to accumulate at the reduced rate specified in
paragraph 6.3 of the Plan.

    / /  Recalculated amount paid in a lump sum as soon as administratively
         practicable after the first day of the year following the date of the
         Recalculation Event.

    / /  Recalculated amount paid in four annual payments beginning as soon as
         administratively practicable after the first day of the year following
         the date of the Recalculation Event.

    / /  Recalculated amount paid in same number of payments beginning on the
         same date as specified in paragraph 2 of this Agreement.

    5.   IRREVOCABLE ELECTION.  This election is irrevocable after November 30
immediately preceding the Plan Year to which this Agreement pertains.

<PAGE>


    6.   PRIMACY OF PLAN.  I recognize that I am entitled to benefits hereunder
and that this Agreement is subject to the terms and conditions of the Plan.

    / /  I decline to participate in Plan Year 19__.


__________________________________     ____________________________________
Director Signature                     Employer Signature

__________________________________     ____________________________________
Date                                   Date

<PAGE>

                                                                     EXHIBIT C
                                                                     Page 1 of 2

                                  DEFERRAL AGREEMENT
        FOR THE BELLSOUTH NONQUALIFIED DEFERRED COMPENSATION PLAN - SCHEDULE B
                             (for Nonemployee Directors)


    1.   AMOUNT OF DEFERRAL.  I, ______________________________ (___-__-____),
hereby agree  to participate in the BellSouth Nonqualified Deferred Compensation
Plan ("Plan").  I have read the Plan in its entirety and agree to its terms and
conditions, which are incorporated herein by reference.  Pursuant to the terms
of the Plan, I elect to defer from my Compensation to be paid to me in Plan Year
19__ __% of my Compensation.  (Choose amount less than or equal to 100% of
Compensation.)  I understand that the Compensation which ordinarily would be
paid to me in that Plan Year will be reduced by the amount of my deferral and
that such reduction will be made only from my retainer and fees as a director.
I also understand that the amount of directors' fees which will be paid to me
depends on the full performance of my obligations as a director for the entire
year and that the total amount of directors' fees paid to me during the year
will be decreased from the amount normally paid to directors if I fail to attend
any scheduled meetings of the Board of Directors or the committees upon which I
serve.  I further understand that my election below will be irrevocable after
the November 30th immediately preceding the above Plan Year and recognize that
my benefits under this Agreement are subject to the terms and conditions of the
Plan.

            [CHECK AND COMPLETE WHICHEVER ONE APPLIES OF A, B OR C BELOW]

/ / A.   FIXED BENEFIT AGREEMENT ELECTION

    2.   RETIREMENT BENEFITS.  In consideration for my deferral, the Employer
shall pay to me the following benefits determined in accordance with the terms
and conditions of the Plan:

         Beginning on January 1, ____ the Employer will pay me $___________
         annually for ____ years.

    3.   INTERIM DISTRIBUTIONS.  Not applicable.

    4.   RECALCULATION EVENT.  If a Recalculation Event applicable to me
occurs, the Employer shall pay to me benefits in an amount determined in
accordance with the terms and conditions of paragraph 6.3 of the Plan paid in
accordance with the terms elected below.  The undistributed balance of the
recalculated amount will continue to accumulate at the reduced rate specified in
paragraph 6.3 of the Plan.

<PAGE>

                                                                     EXHIBIT C
                                                                     Page 2 of 2

    / /  Recalculated amount paid in a lump sum as soon as administratively
         practicable after the first day of the year following the date of the
         Recalculation Event.

    / /  Recalculated amount paid in four annual payments beginning as soon as
         administratively practicable after the first day of the year following
         the date of the Recalculation Event.

    / /  Recalculated amount paid in same number of payments beginning on the
         same date as specified in paragraph 2 of this Agreement.

/ / B.   STOCK UNIT AGREEMENT ELECTION

    2.   RETIREMENT BENEFITS.  In consideration for my deferral, I will be
credited with Stock Units based upon Compensation deferred and dividend
equivalents and the Employer shall pay to me the value of those Stock Units in
________ (specify number not to exceed 10) annual installments, the first of
which shall be paid as of the first day of the calendar quarter following my
Retirement and the remainder of which shall be paid as of each succeeding
anniversary of such date.

    3.   INTERIM DISTRIBUTIONS.  Not applicable.

    4.   RECALCULATION EVENT.  Not applicable.

    C.   DECLINE PARTICIPATION

    I decline to participate for Plan Year 19__.


__________________________________     ____________________________________
Director Signature                     Employer Signature

__________________________________     ____________________________________
Date                                   Date



                                          2

<PAGE>

                                                                     EXHIBIT D
                                                                     Page 1 of 3

                                  DEFERRAL AGREEMENT
              FOR THE BELLSOUTH NONQUALIFIED DEFERRED COMPENSATION PLAN
                   (For officers and selected executive employees)


    THIS AGREEMENT is made this _____ day of ____________, 19  , by and between
_____________________ (the "Company") and  _________________ (the "Executive");


                                 W I T N E S S E T H:

    WHEREAS, the Executive may retire from the service of the Company under the
terms of a separation arrangement to be mutually agreed upon (the "Separation
Agreement"); and

    WHEREAS, the Company desires to permit the Executive to elect irrevocably
to defer, under the BellSouth Nonqualified Deferred Compensation Plan (the
"Plan"), a portion of the lump-sum separation allowance to which he may become
entitled under the Separation Agreement, and the Executive desires to make such
deferral;

    NOW, THEREFORE, it is mutually agreed as follows:

                                          1.

                               PLAN PROVISIONS CONTROL

    The Plan, including all terms, conditions, restrictions and limitations
contained therein, is hereby incorporated by reference and made a part of this
Agreement for all purposes.   The terms and conditions applicable to the plan
year of the Plan in which the Executive separates from service shall apply to
deferrals hereunder.  In interpreting the Plan for purposes of this Agreement,
the lump-sum separation allowance payable under the Separation Agreement shall
not be included in the Executive's "Compensation Rate" as that term is used in
the Plan.

                                          2.

                                 CONDITIONAL DEFERRAL

    The deferral election contained herein shall be irrevocable by the
Executive upon its submission to the Company but shall be expressly conditioned
upon the Executive's separation from service under the Separation Agreement.  If
the Executive does not separate from service

<PAGE>

                                                                     EXHIBIT D
                                                                     Page 2 of 3

under the Separation Agreement, this Agreement shall be null and void.  Neither
the Company's offering of this deferral opportunity to the Executive, the
Company's acceptance of the Executive's deferral election contained in this
Agreement, nor any other provision hereof shall in any way be construed as
conferring upon the Executive any right or entitlement to any payment under the
Separation Agreement.

                                          3.

                                 DEFERRAL ELECTION(S)

    The Executive hereby irrevocably elects to defer from the lump-sum
separation allowance payable under the Separation Agreement the dollar amount by
which any election of deferrals from base salary under the Plan for the plan
year of the Plan in which the Executive separates from service has not been
satisfied by the time the Executive separates.

                                 YES  __       NO  __

              Such amounts shall be subject to the terms of the
              original Deferral Agreement to which they relate.

    I understand that the lump-sum separation allowance payable under the
Separation Agreement which would otherwise have been paid to me will be reduced
by the amount of my deferral(s).

                                          4.

                                 RETIREMENT BENEFITS

    In consideration of my deferral described in section 3(a) above, if any,
the Company shall pay to me the following benefits on the dates specified, if I
am entitled to these benefits under the terms and conditions of the Plan:

                                          5.

                                INTERIM DISTRIBUTIONS

    In consideration for my deferral described in section 3(a) above, if any,
the Company shall pay to me the following benefits on the dates specified, if I
am entitled to these benefits under the terms and conditions of the Plan:

                                          2

<PAGE>

                                                                     EXHIBIT D
                                                                     Page 3 of 3


                                          6.

                                 RECALCULATION EVENT.

    If a Recalculation Event occurs, the Company shall pay to me benefits
attributable to my deferral described in section 3(a) above in an amount
determined in accordance with the terms and conditions of paragraph 6.3 of the
Plan paid in accordance with the terms elected below.  The undistributed balance
of the recalculated amount will continue to accumulate at the reduced rate
specified in paragraph 6.3 of the Plan.

    / /  Recalculated amount paid in a lump sum as soon as administratively
         practicable after the first day of the year following the date of the
         Recalculation Event.

    / /  Recalculated amount paid in four annual payments beginning as soon as
         administratively practicable after the first day of the year following
         the date of the Recalculation Event.

    / /  Recalculated amount paid in same number of payments beginning on the
         same date as specified in paragraph 4 of this Agreement.

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its corporate name by a duly authorized officer, and the Executive has hereunto
set his hand, as of the date set forth above.

Executive:                             THE COMPANY:

__________________________________     By: ________________________________
Signature                                  Signature

__________________________________     ___________________________________
Name (Print)                           Title



                                          3