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                                                                 Exhibit 10.(cc)


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                   BELLSOUTH SUPPLEMENTAL LIFE INSURANCE PLAN
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                             As Amended and Restated
                         Effective as of August 31, 1998

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 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.

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

      2.04  "Effective Date" means the effective date of the Plan, which is
            January 1, 1998.

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


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      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.

      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  "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
            Participant or other Policy Owner issued pursuant to the terms of
            this Plan. The Plan 


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            Administrator shall determine the specific policies which may be
            acquired under the Plan, and shall maintain a list of approved
            policies.

      2.17  "Policy Owner" means the Participant or that person or entity to
            whom the Participant has assigned his interest in the Policy.

      2.18  "Policy Year" means the twelve month period (and each successive
            twelve month period) beginning on the issue date of the Policy.

      2.19  "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.

      2.20  "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.

      2.21  "Single Life Coverage" means life insurance coverage on the life of
            the Participant.

      2.22  "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.

      2.23  "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
            Single Life Coverage Policy is available under the Plan, the Plan
            Administrator shall determine the Single Life Coverage Policy to be
            used 


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            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, within the time
            period prescribed by the Plan Administrator. Each such Employee on
            the Effective Date shall be eligible to participate in the Plan as
            of the Effective Date. Each Employee subsequently satisfying such
            eligibility requirements shall be eligible to participate in the
            Plan effective as of the first day of the calendar quarter (i.e.,
            January 1, April 1, July 1, and October 1) following the date on
            which such standards are satisfied. Provided, however, that any
            coverage provided to an Employee under the Plan shall be effective
            only when the Policy providing such coverage is issued by the
            Insurer and a Policy premium is paid.

      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 


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            of coverage to 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 2.02. However,
            within sixty (60) days of becoming eligible to participate, 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 the
            calendar quarter (i.e., January 1, April 1, July 1, and October 1)
            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.

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 


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            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 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 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 


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            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 2.23 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 additional 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
                  additional income so recognized for the year, plus (2) the
                  total federal and state income taxes and additional 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


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                  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; or upon termination of a disabled
                  Participant's Disability prior to the Participant's death for
                  reason other than Retirement or return to active status.

            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.


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            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: 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.


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9.    AMENDMENT, TERMINATION, ADMINISTRATION, CONSTRUCTION AND SUCCESSORS

      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.

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


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            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;

            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 


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            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.

            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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