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                                BELLSOUTH CORPORATION
                       EXECUTIVE INCENTIVE AWARD DEFERRAL PLAN

                (as amended and restated effective September 23, 1996)


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                                BELLSOUTH CORPORATION
                       EXECUTIVE INCENTIVE AWARD DEFERRAL PLAN
                (as amended and restated effective September 23, 1996)


SECTION 1. STATEMENT OF PURPOSE

    The purpose of the Executive Incentive Award Deferral Plan is to permit the
    deferral of all or a portion of an Executive's Short and/or Long Term
    Incentive Awards. The objective of the Plan is to provide a means of
    postponing the receipt of income until some future time (e.g., retirement,
    etc.).  Notwithstanding the foregoing, no deferrals will be permitted under
    this Plan with respect to awards for services performed in years after
    1997.  The Plan also provides for certain additional payments in
    recognition of reduced company matching contributions to Savings Plans on
    behalf of Executives under circumstances described herein.

SECTION 2. DEFINITIONS

    1.   The word "Plan" shall mean the BellSouth Corporation Executive
         Incentive Award Deferral Plan.

    2.   The word "Company" shall mean the BellSouth Corporation, or its
         successors.

    3.   The words "Chairman of the Board," "President" and "Board of
         Directors" or "Board" shall mean the Chairman of the Board of
         Directors, President and Board of Directors, respectively, of the
         Company.

    4.   The term "Executive" or "eligible employee" shall mean an employee of
         the Company (or a participating subsidiary of the Company) who holds a
         position which the Board of Directors has designated to be within that
         company's Executive Management Group.

SECTION 3. ADMINISTRATION

    1.   The senior Human Resources officer of the Company (the "Responsible
         Officer") shall be responsible for administration of the Plan.

    2.   The Responsible Officer 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 power
         (i) to interpret the terms of the Plan including the power to construe
         ambiguous or uncertain terms, (ii) to establish reasonable procedures
         with which participants must comply to exercise any right established


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         under the Plan, (iii) to determine status, coverage and eligibility
         for, and the amount of, benefits, (iv) to resolve all questions that
         arise in the operation and administration of the Plan, and (v) to
         delegate his responsibilities hereunder to any person or entity. All
         actions or determinations of the Responsible Officer (or his delegate)
         shall (subject to Section 3.3) be final, conclusive and binding on all
         persons. The rights and duties of participants and other persons and
         entities are subject to, and governed by, such acts of administration,
         interpretations, procedures, and delegations.

    3.   Claims for benefits under the Plan may be filed with the Responsible
         Officer (or his delegate) on forms or in such other written documents
         as the Responsible Officer may prescribe.  The Responsible Officer
         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.

         Any eligible employee who has been denied a benefit shall be entitled,
         upon request to the Responsible Officer, 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 Responsible
         Officer'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 Responsible Officer no later than 60 days after
         receipt of the written notification of denial of a claim provided for
         in the preceding paragraph.  The Responsible Officer'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.


SECTION 4. BENEFITS

    1.   ELIGIBILITY

         An employee of the Company or a subsidiary of the Company which shall
         have elected to participate in the Plan (each such company sometimes
         being referred to herein as a "Participating Company") who is eligible
         for an award under his company's Short Term Incentive Plan and/or who
         has been granted an award under the BellSouth Corporation Executive
         Long Term Incentive Plan shall be eligible to participate in the Plan.
         In addition, each person who is a "Participant" as that term is
         defined in Section 4A.2 of the Plan shall be eligible for benefits as
         described in Section 4A.

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    2.   PARTICIPATION

         (a) Prior to the beginning of any calendar year, an eligible employee
         may elect to participate in the Plan by directing that all or part of
         the awards under his company's Short Term Incentive Plan and/or under
         the BellSouth Corporation Executive Long Term Incentive Plan which the
         employee's company would otherwise pay currently to the employee in
         which calendar year and subsequent calendar years shall be credited to
         a deferred account subject to the terms of the Plan. In no event,
         however, shall the part of an award under either plan credited to a
         deferred account subject to the terms of the Plan.  In no event,
         however, shall the part of an award under either plan credited during
         any calendar year be less than $1,000 (based on a valuation at the
         time the award would otherwise be paid).

         (b) Such an election to participate in the Plan shall be in the form
         of a document executed by the employee and filed with the employee's
         company.  An election related to awards otherwise payable currently in
         any calendar year shall become irrevocable on the last day prior to
         the beginning of the preceding calendar year.

         (c) An election shall continue until the employee terminates or
         modifies such election by written notice, or until the employee ceases
         to be employed by his company (other than a transfer to another
         company whose employees are eligible to participate in the Plan), in
         which case the employee shall be considered to have terminated the
         election.  Any such termination or modification shall become effective
         as of the end of the calendar year in which such notice is given with
         respect to all awards for which irrevocable elections regarding
         deferral have not been made.

         (d) An eligible employee who has filed a termination of election may
         thereafter again file an election to participate with respect to
         awards otherwise payable in calendar years subsequent to the filing of
         such election.

         (e) For the purpose of this Section 4, an election made by an eligible
         employee under the comparable provisions of the predecessor Bell
         System Senior Management Incentive Award Deferral Plan ("the
         Predecessor Plan") shall be considered as an election made under this
         Section 4, and the reference to short term incentive awards in such an
         election under the Predecessor Plan shall be considered to refer to
         awards under the Short Term Incentive Plan of any company
         participating in this Plan, and the reference to long term incentive
         awards in such an election shall be considered to refer to awards
         under the BellSouth Corporation Long Term Incentive Plan.

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    3.   DEFERRED ACCOUNTS

         (a) Deferred amounts related to awards which would otherwise have been
         distributed in cash by a Participating Company shall be credited to
         the employee's account either (i) as cash, as described in
         Section 4.3(b), or (ii) as deferred Company shares, as described in
         Section 4.3(c), as elected by the employee in the election form
         described in Section 4.2(b).  Deferred amounts related to awards which
         would otherwise have been distributed in Company common shares by a
         Participating Company shall be credited to the employee's account as
         deferred Company shares, as described in Section 4.3(c).  The
         crediting of deferred amounts to an employee's account either as cash
         or deferred Company shares shall be for the sole purpose of
         determining the rate of return to be credited to the employee's
         account, and shall not be treated or interpreted in any manner
         whatsoever as a requirement or direction to actually invest assets in
         Company shares or any other investment media.  The Plan, as an
         unfunded, nonqualified deferred compensation plan, shall not have any
         actual investment of assets relative to the benefits or accounts
         hereunder.

         (b) Deferred amounts credited to the employee's account as cash shall
         bear interest from the date the awards would otherwise have been paid.
         The interest credited to the account will be compounded at the end of
         each calendar quarter, and the annual rate of interest applied at the
         end of any calendar quarter shall be determined by the Board of
         Directors from time to time.  In addition, if the employee's account
         under the Predecessor Plan has been transferred to an account under
         this Plan as of January 1, 1984 effective date of this Plan, then the
         employee's account under this Plan shall be credited as of such date
         with the amount credited to the employee's account under the
         Predecessor Plan as of December 31, 1983, and such amount shall bear
         interest in accordance with the preceding sentence from the effective
         date of the Plan.  An employee's account under the Predecessor Plan
         shall be transferred to an account under this Plan, if the employee is
         employed by a Participating Company on the effective date of the Plan.

         (c) To the extent that an employee elects to have deferred amounts
         credited to his or her account as deferred Company shares, such
         employee's account shall be credited as of the date(s) on which the
         related award(s) would otherwise have been distributed in cash, with
         the number of shares of Company stock equal to the number of such
         shares that could have been purchased with the dollar amount of such
         award(s) at the average of the high and low sales prices of Company
         common shares on the New York Stock Exchange ("NYSE") for the last day
         of the month preceding the day on which the related award(s) would
         otherwise have been distributed in cash or, if on such date the NYSE
         is not operating and open to the public for trading (a "Business
         Day"), on the Business Day most recently preceding such day.  Deferred
         amounts relating to awards which would otherwise have been

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         distributed in Company common shares shall be credited to the
         employee's account with an equivalent number of  deferred Company
         shares.

         Deferred amounts credited to the employee's account as deferred
         Company shares shall also be credited on each dividend payment date
         for Company shares with an amount equivalent to the dividend payable
         on the number of Company common shares equal to the number of deferred
         Company shares in the employee's account on the record date for such
         dividend.  Such amount shall then be converted to a number of
         additional deferred Company shares determined by dividing such amount
         by the price of Company common shares, as determined in the following
         sentence.  The price of Company common shares related to any dividend
         payment date shall be the average of the daily high and low sales
         prices of BellSouth common shares on the NYSE for the period of five
         Business Days ending on such dividend payment date, or the period of
         five Business Days immediately preceding such dividend payment date if
         the dividend payment date is not a Business Day.

         (d) In the event of any change in outstanding Company common shares by
         reason of any stock dividend or split, recapitalization, merger,
         consolidation, combination or exchange of shares or other similar
         corporate change, the Board of Directors shall make such adjustments,
         if any, that it deems appropriate in the number of deferred Company
         shares then credited to employees' accounts. Any and all such
         adjustments shall be conclusive and binding upon all parties
         concerned.

    4.   DISTRIBUTION

         (a) At the time an eligible employee makes an election to participate
         in the Plan, the employee shall also make an election with respect to
         the distribution (during the employee's lifetime or in the event of
         the employee's death) of the amounts credited to the employee's
         deferred account.  Such an election related to awards otherwise
         payable currently in any calendar year shall become irrevocable on the
         last day prior to the beginning of such calendar year.  Amounts
         related to awards which would have been distributed in cash in the
         absence of a deferral election shall be distributed in cash.  In the
         case of amounts credited to the employee's account as deferred Company
         shares, the amount of the cash distribution shall be determined by
         multiplying the number of deferred Company shares in the employee's
         account by the price of Company common shares.  For purposes of the
         preceding sentence, the price of Company common shares shall be the
         average of the daily high and low sales prices of Company common
         shares on the NYSE for the last Business Day of the month preceding
         the payment date (described in Section 4(b)).  Amounts related to
         awards which would have been distributed in Company common shares in
         the absence of a deferral shall be distributed in the form of an equal
         number of Company common shares.

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         (b) An employee may elect to receive the amounts credited to the
         employee's account in one payment or in some other number of
         approximately equal annual installments (not exceeding 20).  The first
         installment (or the single payment of the employee has so elected)
         shall be paid as soon as administratively practicable following the
         first day of the calendar quarter next following the earlier of (1)
         the end of the month in which the employee attains the age specified
         in such election (not earlier than age 55), or (2) the end of the
         month in which the employee retires from a Participating Company, or
         otherwise terminates employment with any such company (except for a
         transfer to another such company).

         (c) Notwithstanding an election pursuant to this Section 4, Paragraph
         4(b), the entire amount then credited to the employee's account shall
         be paid immediately in a single payment if an employee is discharged
         for cause by his company, or if an employee otherwise ceases to be
         employed by his company and becomes a proprietor, officer, partner,
         employee, or otherwise becomes affiliated with any business that is in
         competition with Company or any of its subsidiaries, or becomes
         employed by a governmental agency having jurisdiction over the
         activities of Company or any of its subsidiaries.

         (d) An employee may elect that, in the event the employee should die
         before full payment of all amounts credited to the employee's account,
         the balance of the deferred amounts shall be distributed in one
         payment or in some other number of approximately equal annual
         installments (not exceeding 10) to the beneficiary or beneficiaries
         designated in writing by the employee, or if no designation has been
         made, to the estate of the employee in a lump sum. The first
         installment (or the single payment if the employee has so elected)
         shall be paid as soon as administratively practicable following the
         first day of the calendar quarter next following the month of death.

         (e) Installments subsequent to the first installment to the employee,
         or to a beneficiary or to the employee's estate, shall be paid as soon
         as administratively practicable following the first day of the
         applicable calendar quarter in each succeeding calendar year until the
         entire amount credited to the employee's deferred account shall have
         been paid.  Deferred amounts held pending distribution shall continue
         to be credited with interest or additional deferred Company shares, as
         applicable, determined in accordance with this Section 4, Paragraph
         3(a), (b) and (c).

         (f) The obligation to make distribution of deferred amounts credited
         to an employee's account during any calendar year plus the additional
         amounts credited on such deferred amounts pursuant to this Section 4,
         Paragraph 3(a), (b) and (c) shall be borne by the Participating
         Company which otherwise would have paid the related award currently.
         However, the obligation to make distribution with respect to deferred
         amounts which are related to amounts credited to an employee's

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         account as of the effective date of the Plan, pursuant to this Section
         4 Paragraph 3(a), and with respect to which no Participating Company
         would otherwise have paid the related award currently, shall be borne
         by the Participating Company which employed the employee on the
         effective date of the Plan.

         (g) For the purposes of this Section 4, an election described in
         Paragraph 4(a) or a beneficiary designation described in Paragraph
         4(d) made under the comparable provision of the Predecessor Plan shall
         be considered as an election or beneficiary designation, respectively,
         made under this Section 4.

SECTION 4A. ADDITIONAL PAYMENT.

    1.   Each Participating Company shall pay to each Participant, as defined
         below, an amount determined under this Section at those times and in
         the manner prescribed in this Section notwithstanding any other
         obligation of the Participating Company to any person under the other
         provisions of this Plan.

    2.   For purposes of this Section:

         A.   "Participant" means any person who participates in the
         Nonqualified Plan in a Plan Year and any Executive who participates in
         a Savings Plan in a Plan Year.

         B.   "Plan Year" means each calendar year, but for the first Plan Year
         means February 1, 1985 through December 31, 1985.

         C.   "Computation Date" means December 31 of each Plan Year.

         D.   "Payment Date" means (i) with respect to amounts accrued under
         this Section 4A prior to May 1, 1994, the second anniversary of each
         Computation Date, and (ii) with respect to amounts accrued under this
         Section 4A after April 30, 1994, the day in each month on which
         Participants' regular monthly paychecks are delivered.

         E.   "Nonqualified Plan" means the BellSouth Corporation Nonqualified
         Deferred Compensation Plan.

         F.   "Savings Plan" means the BellSouth Retirement Savings Plan (the
         "RSP") and any predecessor or successor plan.

    3.   (A) For periods prior to May 1, 1994, each Participating Company shall
         pay to each Participant on each Payment Date an amount equal to:

              (1) The dollar amount, if any, actually deferred by the
              Participant pursuant to the Nonqualified Plan in the Plan Year
              (or, in the case of Plan Year

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              1994, the period prior to May 1, 1994) in which the Computation
              Date occurs, notwithstanding the amount that the Participant
              elected to defer pursuant to that plan, if different, plus the
              amount, if any, equal to the remaining base salary paid to the
              Participant during the Plan Year (or, in the case of Plan
              Year 1994, the period prior to May 1, 1994) in excess of the
              amount of such Participant's compensation which may be taken into
              account under Section 401(a)(17) of the Internal Revenue Code of
              1986, as amended (the "Code"), or any successor provision, plus,
              in the case of Participants who participate in and make the
              maximum allowable contribution to the RSP in a Plan Year (or, in
              the case of Plan Year 1994, the period prior to May 1, 1994), the
              amount of base salary (excluding any base salary taken into
              account under the preceding provisions of this paragraph
              4A.3(A)(l)) paid to the Participant during the Plan Year in
              excess of the amount of base salary that would produce the
              maximum contribution to the RSP for a Participant who contributed
              to the RSP six percent (6%) of his or her Eligible Compensation,
              as that term or its replacement is defined in the RSP, for the
              Plan Year (or, in the case of Plan Year 1994, the period prior to
              May 1, 1994),

              (2) multiplied by the lesser of six percent (6%) or the
              percentage of such Participant's Salary or Eligible Compensation,
              as those terms or their replacements are defined in the Savings
              Plan, which the Participant actually caused to be contributed as
              before-tax or after-tax contributions to the Savings Plans in the
              Plan Year in which the Computation Date occurs (or, in the case
              of Plan Year 1994, the period prior to May 1, 1994),
              notwithstanding the amount elected to be contributed to the
              Savings Plans, if different; provided, however, that Participants
              who make the maximum allowable contribution to a Savings Plan in
              a Plan Year (or, in the case of  Plan Year 1994, the period prior
              to May 1, 1994) shall be deemed, for purposes of this Paragraph
              4A.3(A)(2), to have caused to be contributed six percent (6%) of
              such Salary or Eligible Compensation for such Plan Year (or, in
              the case of Plan Year 1994, the period prior to May 1, 1994),

              (3) multiplied by the applicable percentage determined for that
              Plan Year (or, in the case of Plan Year 1994, the period prior to
              May 1, 1994) in which the Computation Date occurs as the
              percentage at which contributions by the Participant to the
              relevant Savings Plan are matched by Company contributions,

              (4) plus an amount of interest for the period  beginning on the
              first day of the Plan Year in which the Computation Date occurs
              and ending on the Payment Date, which interest shall be
              calculated on the same basis as interest is calculated on cash
              awards deferred under this Plan.

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         (B) For periods after April 30, 1994, each Participating Company shall
         pay to each Participant on each Payment Date an amount equal to:

              (1) the dollar amount, if any, actually deferred by the
              Participant pursuant to the Nonqualified Plan for the pay period
              in which such Payment Date occurs, notwithstanding the amount the
              Participant elected to defer pursuant to that plan, if different,
              plus the amount, if any, equal to the remaining base salary paid
              to the Participant for such pay period in excess of the amount of
              such Participant's compensation which  may be taken into account
              under Code Section 401(a)(17), or any successor provision, plus,
              in the case of Participants who participate in and make the
              maximum allowable contribution to the RSP for such pay period,
              the amount of base salary (excluding any base salary taken into
              account under the preceding provisions of this paragraph
              4A.3(B)(l)) paid to the Participant during such pay period in
              excess of the amount of base salary that would produce the
              maximum contribution to the RSP for a Participant who contributed
              to the RSP six percent (6%) of his or her Eligible Compensation,
              as that term or its replacement is defined in the RSP, for such
              day period,

              (2) multiplied by the lesser of six percent (6%) or the
              percentage of such Participant's Salary or Eligible Compensation,
              as those terms or their replacements are defined in the Savings
              Plans, which the Participant actually caused to be contributed as
              before-tax or after-tax contributions to the Savings Plans for
              such pay period, notwithstanding the amount elected to be
              contributed to the Savings Plans, if different; provided,
              however, that Participants who make the maximum allowable
              contribution to a Savings Plan for a pay period shall be deemed,
              for purposes of this paragraph 4A.3(B)(2), to have caused to be
              contributed six percent (6%) of such Salary or Eligible
              Compensation for such pay period,

              (3) multiplied by the applicable percentage determined for such
              pay period as the percentage at which contributions by the
              Participant to the relevant Savings Plan are matched by Company
              contributions.

    4.   A Participant who terminates employment shall be entitled to receive
         amounts payable under Paragraph 3 of this Section 4A on the Payment
         Dates otherwise scheduled except in the case of any termination of
         employment as described in Section 4, Paragraph 4(c), in which event
         all amounts otherwise payable under Section 4A, Paragraph 3 shall be
         immediately forfeited.

    5.   In the event of a Participant's death prior to receipt of all amounts
         under Paragraph 3 of this Section 4A, all such unpaid amounts (except
         as provided in Section 4A, Paragraph 4) shall be paid in a lump sum to
         the participant's estate as soon as is practical following his death.

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SECTION 5. MISCELLANEOUS

         (1) The Participating Company only has contractual obligations to make
         payments to, or on behalf of, the Executive or Participant. The
         deferred amounts related to each Participating Company shall be held
         in the general funds of such company.  A Participating Company shall
         not be required to reserve or otherwise set aside funds for the
         payment of such deferred amounts.  Executives and Participants (and
         any other person who acquires a right to receive payments from a
         Participating Company under this Plan) have the status of general
         unsecured creditors of the Participating Company.  Nothing contained
         in this Plan shall create or be construed to create a trust of any
         kind or a fiduciary relationship between any Participating Company and
         any Executive or Participant.  The rights of (or attributable to) any
         Executive or Participant hereunder may not be sold, assigned (either
         at law or in equity), transferred, pledged, encumbered or subject to
         attachment, garnishment, levy, execution or other legal or equitable
         process.  Nor shall any interest of the Executive or Participant be
         subject to the claims of any creditor of the Executive or Participant.
         Finally, no Executive or Participant shall have any rights in any
         specific assets of any Participating Company.  Any accounting reserve
         established as a result of the Plan only reflects a contractual
         obligation of the Participating Company on its books of accounting and
         does not constitute a segregated fund of assets or separation of
         assets, and the obligations of each Participating Company only are
         payable from its operating assets at the time the payment is due.


         (2) In addition, (i) if any payment is made to (or attributable to) an
         Executive or Participant with respect to benefits described in this
         Plan from any source arranged by Company or a Participating Company
         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 Participating Company under this Plan to the extent of such
         payment as if such payment had been made directly by the Participating
         Company; 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, such payment shall be
         deemed to satisfy the Participating Company's obligation to pay Plan
         benefits beginning with the benefit which would next become payable
         under the Plan 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

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         (ii), any such shortfall shall not be collected from or enforced
         against the Executive or Participant as a claim by the Participating
         Company.

         (3) The Board of Directors may at any time make changes in the Plan or
         terminate the Plan, but such changes or termination shall not
         adversely affect the rights of any employee or Participant, without
         his consent, to any benefit under the Plan to which such employee or
         Participant may have been previously entitled prior to the effective
         date of such change or termination. The Chairman or the Responsible
         Officer with the concurrence of the General Counsel of the Company
         shall be authorized to make minor or administrative changes to the
         Plan.



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