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                                                                     EXHIBIT 10p

                                  PLAN DOCUMENT

This section includes a general information summary (first 3 pages) and the plan
document for the BellSouth Supplemental Life Insurance Plan. The plan document
and the general information summary together are intended to serve as both the
full text of the BellSouth Supplemental Life Insurance Plan as well as a summary
plan description of such plan.

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                     GENERAL INFORMATION ABOUT THE BELLSOUTH
                        SUPPLEMENTAL LIFE INSURANCE PLAN

NAME OF PLAN

      BellSouth Supplemental Life Insurance Plan

NAME AND ADDRESS OF EMPLOYER

      Various BellSouth companies participate in this Plan. BellSouth
      Corporation's address is:

      1155 Peachtree Street, N.E.
      Suite 13C09
      Atlanta, Georgia 30309

EMPLOYER IDENTIFICATION NUMBER

      58-1533433

PLAN NUMBER

      589

TYPE OF PLAN

      This Plan is a welfare benefit plan in which participants are given the
      opportunity to receive life insurance coverage purchased with a
      combination of employer and employee contributions.

TYPE OF ADMINISTRATION

      Benefits are provided through insurance contracts purchased under the
      terms of the Plan. The Plan is administered by BellSouth Corporation.

CLAIMS PROCEDURE

      Claims for insurance benefits under the Plan are handled by and should be
      directed to the Plan Administrator.

PLAN YEAR

      The Plan Year is the period beginning each January 1 and ending each
      December 31 during which the Plan is in effect.

END OF YEAR FOR FISCAL YEAR PURPOSES

      December 31

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NAME, BUSINESS ADDRESS AND TELEPHONE NUMBER OF
PLAN ADMINISTRATOR

      BellSouth Corporation
      1155 Peachtree Street, N.E.
      Atlanta, Georgia 30309-3610
      Attn.: Director Executive Benefits
      (404) 249-2228

SERVICE OF LEGAL PROCESS

      Service of legal process may be made upon the Plan Administrator.

EFFECTIVE DATE

      The Effective Date of the Plan is January 1, 1998 and was amended and
      restated April 1, 2004.

PARTICIPANT'S RIGHTS UNDER ERISA

      Participants in the Plan are entitled to certain rights and protections
      under the Employee Retirement Income Security Act of 1974 ("ERISA"). ERISA
      provides that each Plan participant may:

      (1)   Examine, without charge, all Plan documents, and copies of all
            documents files by the Plan with the U.S. Department of Labor, such
            as detailed annual reports and Plan descriptions, if applicable.

      (2)   (2) Obtain copies of all Plan documents and other Plan information
            upon written request to the Plan Administrator. The Administrator
            may make a reasonable charge for copies;

      (3)   Receive a summary of the Plan's annual financial report. The Plan
            Administrator is required by law to furnish each participant with a
            copy of this summary annual report;

      You should also be aware of the following protections afforded by ERISA:

      (1)   The people who operate the Plan, called "fiduciaries," must act
            prudently and in the interest of you and other Plan participants and
            beneficiaries.

      (2)   No one may interfere with the exercise of any rights which you have
            under the Plan or ERISA.

      (3)   If your claim for a benefit is denied in whole or in part, you must
            receive a written explanation of the reason for denial.

      (4)   You have the right to have the Plan Administrator review and
            reconsider your claim.

    Under ERISA, there are steps you can take to enforce the above rights. If
    you request materials from the Plan and do not receive them within 30 days,
    you may choose to file suit in a federal court. If the court finds that you
    are entitled to receive those materials, it may require the Plan
    Administrator to provide the materials and pay you a daily penalty until you
    receive them. However, if the documents were not

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    sent because of reasons beyond the control of the Plan Administrator, he
    will not be penalized. If you have a claim for benefits which is denied or
    ignored, in whole or in part, you may choose to file suit in a state or
    federal court. If it should happen that Plan fiduciaries misuse the Plan's
    money, or if you are discriminated against for asserting your rights, you
    may seek assistance from the U. S. Department of Labor, or you may file suit
    in a federal court. The court will decide who should pay court costs and
    legal fees. If you lose, the court may order you to pay these costs and
    fees, if, for example, it finds your claim frivolous.

    If you have any questions about this statement or about your rights under
    ERISA, you should contact the nearest Area Office of the U.S. Labor --
    Management Services Administration Department of Labor.

April 1, 2004

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                   BELLSOUTH SUPPLEMENTAL LIFE INSURANCE PLAN
                       AMENDED AND RESTATED APRIL 1, 2004

1.    PURPOSE

      The purpose of the BellSouth Supplemental Life Insurance Plan (the "Plan")
      is to provide an insurance arrangement under which BellSouth Corporation
      and its subsidiaries and affiliates can assist key employees in acquiring
      and financing life insurance coverage.

2.    DEFINITIONS

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

      2.01  "COVERAGE AMOUNT" means the Policy death benefit payable under the
            Participant's Policy.

      2.02  COVERAGE EFFECTIVE DATE" means the Policy Date as determined by the
            Insurer.

      2.03  "COVERAGE LEVEL" means the Single Life Coverage insurance death
            benefit the Employee is eligible for under the Plan, determined
            based on the Employee's job classification, in accordance with the
            schedule of Coverage Levels maintained by the Plan Administrator.
            Provided, however, that to determine the amount of insurance death
            benefit for which an Employee is eligible, the applicable amount
            from the schedule of Coverage Levels shall be reduced by one hundred
            percent (100%) of the amount of any Single Life Coverage insurance
            death benefit and by fifty percent (50%) of the amount of any
            Survivorship Coverage insurance death benefit provided to the
            Employee under the BellSouth Split-Dollar Life Insurance Plan, the
            BellSouth Corporation Executive Life Insurance Plan, or the
            BellSouth Corporation Senior Manager Life Insurance Plan.

      2.04  "DISABILITY" means that the Participant is receiving disability
            benefits under any long-term disability plan sponsored by the
            Employer or an affiliated entity.

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

      2.06  "EMPLOYER" means BellSouth Corporation and any subsidiary or
            affiliate of BellSouth Corporation which is authorized by the Plan
            Administrator to participate in this Plan.

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      2.07  "EMPLOYER PREMIUM" means, with respect to a Participant's Policy,
            the Total Policy Premium payable for the year, less the portion of
            the premium to be paid by the Participant pursuant to Section 5.01
            of the Plan.

      2.08  "ENROLLMENT AGE" means the Participant's age at the time of
            enrollment in the Plan as to the Participant's initial Coverage
            Amount under the Plan, and it means the Participant's age at a
            subsequent enrollment for an increased Coverage Amount as to the
            increased Coverage Amount.

      2.09  "INSURANCE COST" means, with respect to a Participant, the annual
            cost for the Participant's Coverage Amount determined pursuant to
            the Insurance Cost schedule maintained by the Plan Administrator.
            The Insurance Cost for a Participant shall be determined at the time
            of the Participant's enrollment in the Plan, based on the
            Participant's Coverage Amount and Enrollment Age, and shall not
            change thereafter. A smoker rate shall be used to determine the
            Insurance Cost for any Participant who is deemed a smoker by the
            Insurer; a nonsmoker rate shall be used for all other Participants.
            A change in the Insurance Cost schedule will be effective only as to
            Plan enrollments occurring after the effective date of the change;
            it shall not affect the Insurance Cost for a Participant with
            respect to any Coverage Amount in effect for the Participant prior
            to the effective date of the change.

            If a Participant's coverage is in effect for a period of less than
            twelve (12) months during any Policy Year, the Participant's
            Insurance Cost for that year shall be determined by multiplying the
            annual cost as determined from the Insurance Cost schedule by a
            fraction, the numerator of which is the number of full months that
            the coverage is in effect and the denominator of which is twelve
            (12).

      2.10  "INSURER" means, with respect to a Participant's Policy, the
            insurance company issuing the insurance policy on the Participant's
            life (or on the joint lives of the Participant and the Participant's
            spouse, in the case of a Survivorship Policy) pursuant to the
            provisions of the Plan.

      2.11  "PARTICIPANT" means an Employee who is participating in the Plan.

      2.12  "PARTICIPANT PREMIUM" means, with respect to each Policy Year (or
            portion thereof) for a Participant, the Participant's Insurance
            Cost.

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      2.13  "PERMANENT POLICY" means a Participant's Policy having cash values
            which are projected to be sufficient to continue to provide death
            benefit coverage at least equal to the Participant's Coverage Amount
            until the policy maturity date specified in the Participant's Policy
            (determined without regard to any Policy rider which extends the
            maturity date beyond the originally scheduled policy maturity date),
            and which is projected to have a cash accumulation value equal to at
            least ninety-five percent (95%) of the Policy Coverage Amount at the
            maturity date specified in such Policy, with no further premium
            payments. The determination of whether a Policy is at a given time a
            Permanent Policy shall be made by the Plan Administrator, based on
            Policy projections provided by the Insurer or its agent utilizing
            the Policy's then current mortality rates and Policy expenses, and
            the following Policy interest crediting rates. For the Policy Year
            in which the determination is made and for all prior Policy years,
            if any, the Policy projection shall be based on the actual interest
            crediting rates in effect for the Policy (or, if such rate is not
            known when the determination is made, the actual rate in effect for
            the preceding Policy Year). For each of the ten (10) succeeding
            Policy Years, the projections shall reflect that rate decreased
            ratably such that the rate for the tenth Policy Year following the
            Policy Year in which the determination is made shall be five percent
            (5%). For all successive Policy Years, the projection shall reflect
            a five percent (5%) Policy interest crediting rate. Notwithstanding
            the foregoing, if the interest crediting rate in effect for the
            Policy Year in which the determination is made is less than five
            percent (5%), the projections shall reflect such lower rate for all
            Policy Years thereafter.

      2.14  "PLAN" means the BellSouth Supplemental Life Insurance Plan,
            embodied herein.

      2.15  "PLAN ADMINISTRATOR" means the Chief Executive Officer of BellSouth
            Corporation 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 of Directors of BellSouth Corporation
            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.

      2.16  "PLAN EFFECTIVE DATE" means the effective date of the Plan, which is
            January 1, 1998.

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

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            Participant or other Policy Owner issued pursuant to the terms of
            this Plan. The Plan Administrator shall determine the specific
            policies which may be acquired under the Plan, and shall maintain a
            list of approved policies.

      2.18  "POLICY OWNER" means the Participant or that person or entity to
            whom the Participant has assigned his interest in the Policy.

      2.19  "POLICY YEAR" means the twelve month period (and each successive
            twelve month period) beginning on the Coverage Effective Date.

      2.20  "PREMIUM PAYMENT YEARS" means, with respect to a Participant's
            Policy, the number of consecutive Policy Years, beginning with the
            first Policy Year, and continuing for the longer of: (1) all Policy
            Years ending at the end of the Policy Year during which the
            Participant attains age sixty-two (62) (or, if the Participant dies
            before such time, the end of the Policy Year during which the
            Participant would have attained such age); or (2) five (5) Policy
            Years. Notwithstanding the foregoing, if prior to the end of such
            period the Policy qualifies as a Permanent Policy, the Premium
            Payment Years shall end at such earlier time.

      2.21  "RETIREMENT" means a termination of the Participant's employment
            with the Employer under circumstances where the Participant is
            immediately eligible to receive pension benefits under the
            Supplemental Executive Retirement Plan (SERP) maintained by the
            Employer or one of its subsidiaries.

      2.22  "SINGLE LIFE COVERAGE" means life insurance coverage on the life of
            the Participant.

      2.23  "SURVIVORSHIP COVERAGE" means life insurance coverage on the lives
            of the Participant and the Participant's spouse, with the life
            insurance death benefit to be payable at the death of the last
            survivor of the Participant and the Participant's spouse.

      2.24  "TOTAL POLICY PREMIUM" means the level annual premium amount for the
            Participant's Single Life Coverage Policy that is projected to
            result in the Policy qualifying as a Permanent Policy if the annual
            premium amount is paid each year for all scheduled Premium Payment
            Years, assuming the Participant qualifies for the Insurer's
            guaranteed issue nonsmoker rates, or if the Participant is deemed by
            the Insurer to be a smoker, the Insurer's guaranteed issue smoker
            rates. The determination as to the amount of the Total Policy
            Premium shall be based on Single Life Coverage even if the
            Participant elects Survivorship Coverage. If more than one type of

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                                       4
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            Single Life Coverage Policy is available under the Plan, the Plan
            Administrator shall determine the Single Life Coverage Policy to be
            used to determine the Total Policy Premium. The Total Policy Premium
            for a Participant shall be determined when the Participant enrolls
            for coverage under the Plan, and shall not be changed thereafter; it
            shall be based on the Participant's Coverage Level, or, if less, the
            actual Coverage Amount elected by the Participant.

3.    ELIGIBILITY

      3.01  GENERAL. Each Employee who is designated by the Plan Administrator
            as a member of the Employer's "executive compensation group" or as a
            "senior manager" shall be eligible to participate in the Plan,
            provided that the Employee (and any other appropriate party, such as
            the Employee's spouse or a Policy Owner other than the Employee, as
            determined by the Plan Administrator) relinquishes any rights to or
            interests in any policies providing interim coverage during the
            rehabilitation of Confederation Life Insurance Company under the
            BellSouth Corporation Executive Life Insurance Plan or the BellSouth
            Corporation Senior Manager Life Insurance Plan and completes such
            other forms as the Plan Administrator may require. Each such
            Employee on the Plan Effective Date shall be eligible to participate
            in the Plan as of the Plan Effective Date. Each Employee
            subsequently satisfying such eligibility requirements shall be
            eligible to participate in the Plan effective as of the first day of
            January following the date on which such eligibility requirements
            are satisfied.

      3.02  TYPE OF COVERAGE. If an Employee is married at the time the Employee
            enrolls in the Plan, the Employee can elect to participate in either
            Single Life Coverage or Survivorship Coverage. An Employee who is
            unmarried at the time the Employee enrolls in the Plan shall be
            eligible for Single Life Coverage only. The election of one type of
            coverage shall not preclude the Participant from electing the other
            type of coverage as to any increased Coverage Level the Participant
            becomes eligible for pursuant to Section 4.02 of the Plan.

      3.03  CONVERSION OF COVERAGE. Subject to any proof of insurability
            required by the Insurer, a Participant (or other Policy Owner) can
            elect to convert Survivorship Coverage to Single Life Coverage, and
            with respect to a married Participant, the Participant (or other
            Policy Owner) can elect to convert Single Life Coverage to
            Survivorship Coverage. Provided, however, that the number of Premium
            Payment Years for a Participant shall not be redetermined in
            connection with a conversion from one type of coverage to

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                                       5
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            another. Upon a conversion, the cash values of the replaced Policy
            shall be transferred to the new Policy in accordance with the
            Insurer's practices. Any Insurer charges or tax liability resulting
            from a conversion shall be borne by the Participant or other Policy
            Owner.

4.    AMOUNT OF COVERAGE

      4.01  GENERAL. An Employee who is eligible to participate in the Plan
            under Section 3.01 of the Plan shall be eligible for the full
            Coverage Level as specified in the Plan under Section 2.03. However,
            within sixty (60) days of the distribution of the enrollment
            materials, a Participant can elect a Coverage Amount which is less
            than the applicable Coverage Level; provided, however, that the
            Coverage Amount elected must be an even multiple of $100,000. If a
            Participant elects a Coverage Amount less than the Participant's
            Coverage Level (or fails to elect any Coverage), the Participant
            cannot later increase the Coverage Amount except in connection with
            a promotion under Section 4.02 of the Plan.

      4.02  PROMOTIONS. Employees promoted to a job classification or position
            eligible for an increased Coverage Level shall be eligible for the
            increased Coverage Level effective as of the first day of January
            following the promotion. The additional Coverage Amount available to
            the Participant under this Section shall be equal to the applicable
            Coverage Level after the promotion reduced by any Coverage Amounts
            already in effect for a Participant. In order to be effective, any
            election for an increase in the Coverage Amount must be made within
            the time period prescribed by the Plan Administrator in enrollment
            materials provided to the Employee.

      4.03  SURVIVORSHIP COVERAGE. If a Participant elects Survivorship
            Coverage, the amount of Survivorship Coverage will be determined by
            the Plan Administrator based on the Participant's age and smoker or
            nonsmoker status, the age and insurability of the Participant's
            spouse, and based on the Participant's Total Policy Premium. The
            Coverage Amount shall be the highest amount such that the Policy
            will qualify as a Permanent Policy if the Total Policy Premium is
            paid for each year that is a scheduled Premium Payment Year.

      4.04  OTHER. Notwithstanding any provision herein to the contrary, any
            benefits payable under the Plan shall be limited to those provided
            by the applicable Policy and all the terms of such Policy
            (including, but not limited to, any requirements of insurability)
            shall apply under the Plan. Under no circumstances will the Employer
            be liable for any amount claimed to be due under any Policy or for
            any

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            Coverage amount or Coverage Level and any benefits due under the
            Plan shall be limited to those provided by the Insurer under the
            Policy.

      4.05  EXCLUSIONS. If a Participant commits suicide within two years of
            policy issue, or if a Participant makes any material misstatement of
            information (smoker and/or employment status) and dies within two
            years of policy issue, then no benefits will be paid to the
            beneficiary of such Participant.

5.    PAYMENT OF PREMIUMS

      5.01  PARTICIPANT PREMIUM PAYMENTS. A Participant shall pay the
            Participant Premium for each Policy Year which is a Premium Payment
            Year for the Participant. The amount shall be paid by the
            Participant to the Employer by payroll (or retirement income)
            deductions of equal installments during the Policy Year, or in such
            other manner as may be determined by the Plan Administrator. The
            Employer shall pay the Participant Premium amount to the Insurer,
            and can do so as collected from the Participant or can advance
            payments to the Insurer, except Section 16 insiders, for a Policy
            Year at any time during the Policy Year or up to thirty (30) days in
            advance of the Policy Year. If a Participant terminates employment
            with the Employer, and the Employer has made such an advance payment
            of the Participant Premium to the Insurer, the Employer may withhold
            any uncollected portion of the advanced Participant Premium from any
            amount payable to the Participant by the Employer to the extent
            permitted by law. Notwithstanding the other provisions of this
            paragraph, no Participant Premium shall be required with respect to
            Survivorship Coverage after the death of the Participant.

      5.02  EMPLOYER PREMIUM PAYMENTS. The Employer shall pay the Employer
            Premium for a Participant's Policy within thirty (30) days of the
            beginning of each Policy Year which is a Premium Payment Year.

      5.03  ADDITIONAL EMPLOYER PREMIUM PAYMENTS. For each of the last three (3)
            scheduled Premium Payment Years for a Participant, the Plan
            Administrator shall determine whether there will be any increased
            Employer premium payment with respect to a Participant's Policy. The
            Plan Administrator shall first determine whether the Participant's
            Policy is then projected to qualify as a Permanent Policy if the
            Total Policy Premium is paid each year for the remaining scheduled
            Premium Payment Years. If the Policy is projected to qualify as a
            Permanent Policy, no increased Employer Premium payment shall be
            required for such Premium Payment

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            Year. If the projections indicate that the Policy will not qualify
            as a Permanent Policy, then the amount payable by the Employer under
            Section 5.02 shall be increased by an amount which will result in
            the Policy qualifying as a Permanent Policy if such increased amount
            is paid for each remaining Premium Payment Year, but any such
            increase in Employer Premium shall be limited by the maximum premium
            amounts permissible for such Policy under Internal Revenue Code
            Sections 7702 and 7702A (or comparable successor sections) without
            forfeiting any of the favorable tax attributes associated with life
            insurance policies. The determination as to whether any increased
            amount is payable shall be made separately for each of the last
            three (3) Premium Payment Years. However, the Employer Premium
            payable under Section 5.02 shall not be reduced to an amount that is
            less than the amount which would have been payable by the Employer
            for a Premium Payment Year without regard to this Section 5.03.
            Regardless of the type of coverage actually provided to a
            Participant, and notwithstanding any changes in the type of coverage
            provided to the Participant under Section 3.03, the increased
            Employer Premium payable under this Section 5.03 shall be the amount
            that would be payable if the Participant had elected Single Life
            Coverage and maintained such coverage for all Policy Years; also, if
            more than one type of Single Life Coverage Policy is available under
            the Plan, the Single Life Coverage Policy used to determine Total
            Policy Premium under Section 2.24 shall be used to make the
            determination under this Section 5.03. In the event tax law limits
            preclude the Employer from qualifying a Policy as a Permanent Policy
            by the end of the last scheduled Premium Payment Year, then the
            Employer's obligation to pay premiums under Section 5.02 and 5.03
            (and make additional Employer payments under Section 5.04) shall be
            extended until projections indicate that the Policy qualifies as a
            Permanent Policy.

      5.04  ADDITIONAL EMPLOYER PAYMENTS.

            a.    If the payment of an Employer Premium under Section 5.02 (or
                  any increased amount under Section 5.03) results in the
                  recognition of income for tax purposes by the Participant in
                  any year, the Employer shall pay to the Participant an amount
                  determined by the Plan Administrator which is designed to
                  approximate (1) the sum of the total federal and state income
                  taxes and applicable payroll taxes which would be payable by
                  the Participant at the highest marginal rate provided for
                  under applicable federal income tax laws, and at the highest
                  marginal rate provided for under applicable state income tax
                  laws for the state of the Participant's tax domicile, on the
                  income so recognized, plus (2) the total

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            federal and state income taxes and applicable payroll taxes which
            would be payable by the Participant on the payment described in
            clause (1).

      b.    If the payment of any Employer Premium under Section 5.02 (or any
            increased amount under Section 5.03) on Survivorship Coverage after
            the death of the Employee results in the recognition of income for
            tax purposes by the Participant's spouse or other Policy Owner, the
            Employer shall pay to the Participant's spouse or other Policy Owner
            an amount determined by the Plan Administrator which is designed to
            approximate the total federal and state income taxes which would be
            payable by the Participant's spouse or other Policy Owner at the
            highest marginal rate provided for under applicable federal income
            tax laws, and at the highest marginal rate provided for under
            applicable state income tax laws for the state of the tax domicile
            of the Participant's spouse or other Policy Owner, attributable to
            such premium payment.

      c.    For purposes of this Section 5.04, a tax shall be deemed payable or
            income shall be deemed recognized if either (i) it is finally
            determined by the Internal Revenue Service, or (ii) an opinion is
            given by the Employer's counsel, that the tax is payable.

      d.    Any payment made to a Participant or a Participant's spouse under
            this Section shall be made no later than April 1 of the year
            following the year to which the payment relates.

      e.    Any amount to be paid to a Participant, a Participant's spouse, or
            other Policy Owner under this Section, and the amounts payable,
            shall be conclusively determined by the Plan Administrator based on
            generally applicable tax rates and not based upon the unique tax
            situation of each Participant, Participant's spouse, or other Policy
            Owner.

5.05  TERMINATION OF OBLIGATION TO PAY PREMIUMS. Notwithstanding anything herein
      to the contrary, the Employer's obligation to pay premiums (including any
      increased amounts under Section 5.03) with respect to the Participant's
      Policy, shall terminate upon the first to occur of any of the following
      events:

      a.    Termination of employment of the Participant with the Employer prior
            to the Participant's death for reasons other than Retirement or
            Disability.

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                                        9
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      b.    The written notice by the Employer to the Participant following a
            resolution by the Board of Directors of BellSouth Corporation to
            terminate this Plan.

      c.    As to Single Life Coverage only, the death of the Participant.

      d.    As to Survivorship Coverage only, the death of the last survivor of
            the Participant and the Participant's spouse.

      e.    The surrender or cancellation of the Participant's Policy, except
            that a Policy will not be considered surrendered or canceled if the
            surrender or cancellation is in connection with the replacement of
            the Policy with another Policy pursuant to the provisions of the
            Plan.

      f.    The withdrawal of any Policy cash values, or borrowing against the
            Policy cash values, by the Participant or other Policy Owner.

      g.    The reduction of the Participant's Policy death benefit to a level
            that is less than the initial Policy Coverage Amount, except that a
            conversion from Survivorship Coverage to Single Life Coverage shall
            not be considered a reduction in Policy death benefit for the
            purpose of this Section.

      h.    The determination by the Plan Administrator that the Policy will
            qualify as a Permanent Policy with no further Employer Premium
            payments.

6.    POLICY OWNERSHIP

      6.01  OWNERSHIP. The Policy Owner shall be the sole and exclusive owner of
            a Participant's Policy and shall be entitled to exercise all of the
            rights of ownership.

      6.02  POSSESSION OF POLICY. The Policy Owner shall keep possession of the
            Policy.

7.    GOVERNING LAWS & NOTICES

      7.01  GOVERNING LAW. This Plan shall be governed by and construed in
            accordance with the laws of the State of Georgia.

      7.02  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 BellSouth Corporation at its office at 1155 Peachtree
            Street, N.E., Atlanta, GA 30367-6000, ATTENTION:

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                                       10
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            Human Resources - Director Executive Benefits. Any notice to the
            Employee shall be addressed to the Employee at the address for the
            Employee maintained in the Employer's records. Any party may change
            the address for such party herein set forth by giving notice of such
            change to the other parties pursuant to this Section.

8.    NOT A CONTRACT OF EMPLOYMENT

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

9.    AMENDMENT, TERMINATION, ADMINISTRATION, CONSTRUCTION ANDSUCCESSORS

      9.01  AMENDMENT. The Board of Directors of BellSouth Corporation, or its
            delegate, shall have the right in its sole discretion, to amend the
            Plan in whole or in part at any time and from time to time. In
            addition, the Plan Administrator shall have the right, in its sole
            discretion, to amend the Plan at any time and from time to time so
            long as such amendment is not of a material nature. Notwithstanding
            the foregoing, no modification or amendment shall be effective so as
            to decrease any benefits of a Participant unless the Participant
            consents in writing to such modification or amendment. Written
            notice of any material modification or amendment shall be given
            promptly to each Participant.

      9.02  TERMINATION. The Board of Directors of BellSouth Corporation may
            terminate the Plan without the consent of the Participants or
            Employees.

      9.03  SUCCESSORS. The terms and conditions of this Plan shall enure to the
            benefit of and bind the Employer, the Participant, their successors,
            assignees, and representatives. If, subsequent to the Effective Date
            of the Plan, substantially all of the stock or assets of the
            Employer are acquired by another corporation or entity or if the
            Employer is merged into, or consolidated with, another corporation
            or entity, then the obligations created hereunder shall be
            obligations of the acquirer or successor corporation or entity.

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10.    PLAN ADMINISTRATION

      10.01 INDIVIDUAL ADMINISTRATOR. If the Plan Administrator is an
            individual, he shall act and record his actions in writing. Any
            matter concerning specifically such individual's own benefit or
            rights hereunder shall be determined by the Board of Directors of
            BellSouth Corporation or its delegate.

      10.02 ADMINISTRATIVE COMMITTEE. If the Plan Administrator is a committee,
            or if any of the duties or responsibilities of the Plan
            Administrator are vested in a committee, action of the Plan
            Administrator may be taken with or without a meeting of committee
            members; provided, action shall be taken only upon the vote or other
            affirmative expression of a majority of the committee members
            qualified to vote with respect to such action. If a member of the
            committee is a Participant, he or she shall not participate in any
            decision which solely affects his or her own benefit under the Plan.
            For purposes of administering the Plan, the Plan Administrator shall
            choose a secretary who shall keep minutes of the committee's
            proceedings and all records and documents pertaining to the
            administration of the Plan. The secretary may execute any
            certificate or other written direction on behalf of the Plan
            Administrator.

      10.03 RIGHTS AND DUTIES OF THE PLAN ADMINISTRATOR. The Plan Administrator
            shall administer the Plan and shall have all powers necessary to
            accomplish that purpose, including (but not limited to) the
            following:

            a.    to construe, interpret and administer the Plan;

            b.    to make determinations required by the Plan, and to maintain
                  records regarding Participants' benefits hereunder;

            c.    to compute and certify the amount and kinds of benefits
                  payable to Participants, and to determine the time and manner
                  in which such benefits are to be paid;

            d.    to authorize all disbursements pursuant to the Plan;

            e.    to maintain all the necessary records of the administration of
                  the Plan;

            f.    to make and publish such rules and procedures for the
                  regulation of the Plan as are not inconsistent with the terms
                  hereof;

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            g.    to designate to other individuals or entities from time to
                  time the performance of any of its duties or responsibilities
                  hereunder; and

            h.    to hire agents, accountants, actuaries, consultants and legal
                  counsel to assist in operating and administering the Plan.

             The Plan Administrator shall have the exclusive right to construe
             and interpret the Plan, to decide all questions of eligibility for
             benefits and to determine the amount of benefits, and its decisions
             on such matters shall be final and conclusive on all parties.

      10.04 BOND; COMPENSATION. The Plan Administrator and (if applicable) its
            members shall serve as such without bond and without compensation
            for services hereunder.

11.   CLAIMS PROCEDURE

      11.01 NAMED FIDUCIARY. The Plan Administrator is hereby designated as the
            named fiduciary under this Plan.

      11.02 CLAIMS PROCEDURES. Any controversy or claim arising out of or
            relating to this Plan shall be filed with the Plan Administrator
            which shall make all determinations concerning such claim. Any
            decision by the Plan Administrator denying such claim shall be in
            writing and shall be delivered to all parties in interest in
            accordance with the notice provisions of Section 7.02 hereof. 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 Employee can perfect the
            claim will be provided. This notice of denial of benefits will be
            provided within 90 days of the Plan Administrator's receipt of the
            Employee's claim for benefits. If the Plan Administrator fails to
            notify the Employee of its decision regarding the claim, the claim
            shall be considered denied, and the Employee shall then be permitted
            to proceed with the appeal as provided in this Section.

            An Employee 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 Plan Administrator no
            later than sixty (60) days after receipt of the written notification
            of such claim denial. The Plan Administrator 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.

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

            a.    The Plan Administrator 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 Plan Administrator 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
                  Employee 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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